PNC Financial Services Completes $1.5B Senior Notes Offering

Executive Summary

On October 23, 2026, The PNC Financial Services Group, Inc. (NYSE: PNC) announced via Form 8-K that it completed the public offering and sale of $1.5 billion aggregate principal amount of senior notes across two tranches:

1. $1,200,000,000 aggregate principal amount of 5.463% Fixed Rate/Floating Rate Senior Notes due October 23, 2029.
2. $300,000,000 aggregate principal amount of Senior Floating Rate Notes due October 23, 2029.

Offering Structure & Agreement Terms

• Underwriting Agreement: Entered into on October 20, 2026, by and among the Corporation, PNC Capital Markets LLC, Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC.
• Indenture: The notes were issued under PNC's Base Indenture dated September 6, 2012, as amended and supplemented by the First Supplemental Indenture dated April 23, 2021, with The Bank of New York Mellon acting as trustee.
• Registration Statement: Issued pursuant to Registration Statement on Form S-3ASR (File No. 333-283793).

Market & Capital Impact

This $1.5B institutional debt issuance allows PNC to optimize its liquidity profile and refinance or fund general corporate obligations at prevailing market interest rates, including a dual-tranche fixed-to-floating and floating structure maturing in 2029.