PNC Files Preliminary Prospectus Supplement for Multi-Tranche Senior Notes Offering

Offering Overview

The PNC Financial Services Group, Inc. filed a preliminary prospectus supplement on Form 424B5 on October 20, 2026, registering an offering of senior unsecured debt securities across two tranches:

1. Fixed Rate/Floating Rate Senior Notes Due October 2029:

   • Fixed Period: Bears interest at a fixed rate per annum payable semi-annually from issuance until October 2028.
   • Floating Period: Beginning October 2028, bears interest at a floating rate per annum equal to Compounded SOFR plus an agreed-upon spread, payable quarterly.
   • Maturity: October 2029.

2. Senior Floating Rate Notes Due October 2029:

   • Floating Rate: Bears interest at a floating rate per annum equal to Compounded SOFR plus an agreed-upon spread, payable quarterly commencing January 2027.
   • Maturity: October 2029.

Key Terms & Structure

• Ranking: Senior unsecured obligations ranking equally with all existing and future senior unsecured indebtedness of PNC.
• Optional Redemption: The notes may be redeemed at PNC's option subject to specified terms and conditions.
• Sinking Fund: None.
• Listing: The notes will not be listed on any exchange.
• Underwriters: PNC Capital Markets LLC, Citigroup, and Morgan Stanley serve as joint book-running managers.

Business & Financial Context

• Preliminary Q3 2026 Results: PNC disclosed preliminary unaudited Q3 2026 net income of $2.1 billion, compared with $2.1 billion in Q2 2026 and $1.8 billion in Q3 2025.
• Balance Sheet Position: As of June 30, 2026, PNC reported consolidated total assets of $616.0 billion, deposits of $449.8 billion, and shareholders' equity of $64.0 billion.