Filed Pursuant to Rule 433
Registration No. 333-283793
THE PNC FINANCIAL SERVICES GROUP, INC.
$1,350,000,000 4.618% FIXED RATE/FLOATING RATE SENIOR NOTES DUE OCTOBER 26, 2029
$300,000,000 FLOATING RATE SENIOR NOTES DUE OCTOBER 26, 2029
Fixed/Floating Senior Notes | Floating Senior Notes | |||||||
Issuer: | The PNC Financial Services Group, Inc. (“PNC”) | The PNC Financial Services Group, Inc. (“PNC”) | ||||||
Security: | 4.618% Fixed Rate/Floating Rate Senior Notes due October 26, 2029 (the “Fixed/Floating Senior Notes”) | Floating Rate Senior Notes due October 26, 2029 (the “Floating Senior Notes”) | ||||||
Ranking: | Senior | Senior | ||||||
Expected Security Ratings:* | A3 / A- / A / AA (low) (Moody’s / S&P / Fitch / Morningstar DBRS) | A3 / A- / A / AA (low) (Moody’s / S&P / Fitch / Morningstar DBRS) | ||||||
Principal Amount: | $1,350,000,000 | $300,000,000 | ||||||
Price to Investors: | 100.000% of face amount | 100.000% of face amount | ||||||
Minimum Denomination/Multiples: | $2,000 / multiples of $1,000 in excess thereof | $2,000 / multiples of $1,000 in excess thereof | ||||||
Trade Date: | May 20, 2026 | May 20, 2026 | ||||||
Settlement Date:** | May 26, 2026 (T+3) | May 26, 2026 (T+3) | ||||||
Maturity: | October 26, 2029 | October 26, 2029 | ||||||
Optional Redemption Date: | Redeemable in whole, but not in part, on October 26, 2028, the date that is one year prior to the maturity date, at 100% of the principal amount of the Fixed/Floating Senior Notes, plus accrued and unpaid interest thereon to the date of redemption. Also redeemable in whole, or in part, during the 30-day period prior to, and including, the maturity date at 100% of the principal amount of the Fixed/Floating Senior Notes, plus accrued and unpaid interest thereon to the date of redemption | Redeemable in whole, but not in part, on October 26, 2028, the date that is one year prior to the maturity date, at 100% of the principal amount of the Floating Senior Notes, plus accrued and unpaid interest thereon to the date of redemption. Also redeemable in whole, or in part, during the 30-day period prior to, and including, the maturity date at 100% of the principal amount of the Floating Senior Notes, plus accrued and unpaid interest thereon to the date of redemption | ||||||
Additionally, redeemable in whole, or in part, on and after November 26, 2026, and prior to October 26, 2028, at the greater of (i) 100% of the principal amount of the Fixed/Floating Senior Notes (par) and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Fixed/Floating Senior Notes to be redeemed, assuming the Fixed/Floating Senior Notes matured on October 26, 2028 (not including any portion of such payments of interest accrued to the date of redemption), discounted to the redemption date on a semiannual basis (assuming a 360-day year of twelve 30-day months) at the Treasury Rate (as defined in the preliminary prospectus supplement dated May 20, 2026) plus 10 basis points; plus, in each case, accrued and unpaid interest thereon to the date of redemption | ||||||||
Fixed Rate Period: | From, and including, May 26, 2026 to, but excluding, October 26, 2028 | N/A | ||||||
Floating Rate Period: | From, and including, October 26, 2028 to, but excluding, the maturity date | From, and including, May 26, 2026 to, but excluding, the maturity date | ||||||
Interest Rates: | Fixed Rate Period: 4.618% annually Floating Rate Period: Compounded SOFR, determined as set forth under “Certain Terms of the Senior Notes—Interest—Floating Rate Period” in the preliminary prospectus supplement dated May 20, 2026, plus 0.681% | Compounded SOFR, determined as set forth under “Certain Terms of the Senior Notes—Interest—Floating Rate Period” in the preliminary prospectus supplement dated May 20, 2026, plus 0.680% | ||||||
Interest Payment Dates: | Fixed Rate Period: Each April 26 and October 26, commencing on October 26, 2026 and ending on October 26, 2028 Floating Rate Period: January 26, 2029, April 26, 2029, July 26, 2029 and at the maturity date | Quarterly in arrears on January 26, April 26, July 26 and October 26 of each year, commencing on July 26, 2026 | ||||||
Day Count Convention / Business Day Convention: | Fixed Rate Period: 30/360; Following Business Day Convention (Unadjusted) Floating Rate Period: Actual/360; Modified Following Business Day Convention (Adjusted) | Actual/360; Modified Following Business Day Convention (Adjusted) | ||||||
Reference Benchmark: | UST 3.750% due April 30, 2028 | Compounded SOFR, determined as set forth under “Certain Terms of the Senior Notes—Interest—Floating Rate Period” in the preliminary prospectus supplement dated May 20, 2026 | ||||||
Reference Benchmark Yield: | 4.038% | N/A | ||||||
Spread to Reference Benchmark: | 58 basis points | 68 basis points | ||||||
Re-offer Yield: | 4.618% | N/A | ||||||
CUSIP/ISIN: | 693475 CJ2 / US693475CJ21 | 693475 CK9 / US693475CK93 | ||||||
Joint Book-Running Managers: | PNC Capital Markets LLC Citigroup Global Markets Inc. Morgan Stanley & Co. LLC | |||||||
Co-Managers: | Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC | |||||||
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Note: We expect that delivery of the Fixed/Floating Senior Notes and the Floating Senior Notes (collectively, the “Senior Notes”) will be made against payment therefor on the third business day following the date hereof (such settlement cycle being referred to as (“T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Notes prior to the first business day before settlement will be required, by virtue of the fact that the Senior Notes initially will settle in T+3, to specify alternative settlement arrangements to prevent a failed settlement. Such purchasers should consult their own advisors | ||||||||
Conflict of Interest
Because our affiliate, PNC Capital Markets LLC, is participating in this offering, PNC Capital Markets LLC is deemed to have a “conflict of interest” within the meaning of Financial Industry Regulatory Authority (“FINRA”) Rule 5121. Accordingly, the distribution arrangements for this offering comply with the requirements of FINRA Rule 5121 regarding a FINRA member firm’s participation in the distribution of securities of an affiliate. In accordance with Rule 5121, PNC Capital Markets LLC may not make sales in this offering to any discretionary account without the prior approval of the customer.
The PNC Financial Services Group, Inc. has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement dated today and other documents The PNC Financial Services Group, Inc. has filed with the SEC for more complete information about The PNC Financial Services Group, Inc. and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, The PNC Financial Services Group, Inc., any underwriter or any dealer participating in the offering will arrange to send you the prospectus or the preliminary prospectus supplement if you request it by calling PNC Capital Markets LLC (toll-free) at 1-855-881-0697, Citigroup Global Markets Inc. at 1-800-831-9146 or Morgan Stanley & Co. LLC (toll-free) at 1-866-718-1649.
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