PNC FINANCIAL SERVICES GROUP, INC. 8-K

What Happened
PNC Financial Services Group, Inc. announced on January 26, 2026 (via Form 8-K) that it completed public offerings totaling $3.0 billion of debt securities. The company sold $1.5 billion of 5.423% Fixed‑Rate Reset Subordinated Notes due January 25, 2041, $1.2 billion of 4.075% Fixed Rate/Floating Rate Senior Notes due January 26, 2029, and $300 million of Senior Floating Rate Notes due January 26, 2029. The subordinated notes were sold under an underwriting agreement dated January 21, 2026 (Exhibit 1.1), with PNC Capital Markets LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC as underwriters.

Key Details

• Total proceeds: $3,000,000,000 in aggregate principal amount of notes.
• Subordinated notes: $1,500,000,000; 5.423% fixed-rate reset; maturity Jan 25, 2041.
• Senior notes: $1,200,000,000 at 4.075% fixed-to-floating; plus $300,000,000 senior floating-rate notes; all maturing Jan 26, 2029.
• Underwriting agreement for the subordinated notes dated Jan 21, 2026; related legal opinions and note forms filed as exhibits.

Why It Matters
This transaction increases PNC’s long‑term debt outstanding and secures liquidity with fixed- and floating-rate instruments across near- and long-term maturities. Investors should note the amounts, coupon rates and maturities (2029 and 2041) when evaluating PNC’s interest expense profile, debt maturity schedule and capital structure. The filing attaches the underwriting agreement and forms of the notes for review.