As filed with the Securities and Exchange Commission on October 7, 2025

Registration Statement No. 333-   

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

THE PNC FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania		6021		25-1435979
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

The Tower at PNC Plaza

300 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2401

(888) 762-2265

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Robert Q. Reilly

Chief Financial Officer

The Tower at PNC Plaza

300 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2401

(888) 762-2265

Copy to:

Kathryn Leonard

Deputy General Counsel

The Tower at PNC Plaza

300 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2401

(888) 762-2265

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Edward D. Herlihy Nicholas G. Demmo Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 (212) 403-1000		Kevin T. Classen FirstBank Holding Company 12345 W Colfax Ave Lakewood, CO 80215 (800) 964-3444		Mitchell S. Eitel Jared M. Fishman Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (212) 558-4000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the mergers described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

 

This Registration Statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933.

 

 

other conditions specified in the merger agreement. Pursuant to the FBHC’s restated articles of incorporation and amended and restated bylaws, only shares of FBHC Class B common stock are vested with voting rights, including the right to vote on the merger agreement. Shares of FBHC Class A common stock are non-voting shares and are not entitled to vote at the special meeting of shareholders.

The merger agreement will be voted on at a special meeting of FBHC shareholders, which will be held virtually via the Internet or telephone dial-in option on November 14, 2025, at 9:00 a.m. Mountain Time. FBHC Class B common stock shareholders as of the close of business on October 4, 2025, the record date for the meeting, are entitled to notice of, and to vote at, the special meeting to approve and adopt the merger agreement as described in this proxy statement/prospectus. FBHC Class B common stock shareholders as of the record date will also be asked to approve an adjournment of the special meeting, if necessary or appropriate, as described in this proxy statement/prospectus.

Certain FBHC shareholders have entered into voting agreements with PNC. In accordance with these voting agreements, these shareholders have agreed to vote “FOR” the approval and adoption of the merger agreement, subject to the terms of the voting agreement. As of the record date for the FBHC special meeting, these shareholders collectively and beneficially owned 45.7% of the outstanding shares of FBHC Class B common stock. Additional information regarding the voting process for the FBHC special meeting is included in this proxy statement/prospectus.

The FBHC board of directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the mergers, are advisable and in the best interests of FBHC and its shareholders, has unanimously approved and adopted the execution, delivery and performance by FBHC of the merger agreement and the consummation of the transactions contemplated thereby, including the mergers, and unanimously recommends that FBHC shareholders vote “FOR” the proposal to approve and adopt the merger agreement and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate.

This document, which serves as a proxy statement for the special meeting of FBHC shareholders and as a prospectus for the shares of PNC common stock to be issued in the mergers to FBHC shareholders, summarizes the special meeting of FBHC shareholders, the mergers, the merger agreement, the documents related to the mergers and other related matters. Please carefully read this entire proxy statement/prospectus, including the “Risk Factors” section, beginning on page 26, for a discussion of the risks relating to the mergers.

You can also obtain information about PNC from documents that it has filed with the U.S. Securities and Exchange Commission, which are available at no cost at www.sec.gov or from PNC. Contact information for PNC is contained in the attached proxy statement/prospectus.

If you have any questions concerning the mergers or the merger agreement, you should contact Innisfree M&A Incorporated, FBHC’s proxy solicitor, by calling toll-free at (877) 750-0537, or for banks and brokers, collect at (212) 750-5833.

 

Kevin T. Classen Director and Chief Executive Officer FirstBank Holding Company

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGERS OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

THE SECURITIES TO BE ISSUED IN THE MERGERS ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR NON-BANK SUBSIDIARY OF EITHER PNC OR FBHC, AND THEY ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

 

 

This proxy statement/prospectus is dated [    ], and

is first being mailed or otherwise delivered to FBHC shareholders on or about [    ], 2025.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 14, 2025

To the Shareholders of FirstBank Holding Company:

On September 5, 2025, The PNC Financial Services Group, Inc. (“PNC”), Summit Merger Sub I, Inc., a wholly-owned subsidiary of PNC (“Summit Merger Sub”), and FirstBank Holding Company (“FBHC” or the “Company”) entered into an Agreement and Plan of Merger (“merger agreement”), a copy of which is attached as Annex A to the accompanying proxy statement/prospectus, that provides for the acquisition of FBHC and its wholly-owned banking subsidiary, FirstBank, a Colorado state-chartered bank (“FirstBank”), by PNC. Under the merger agreement, Summit Merger Sub will first merge with and into FBHC (the “first step merger”), with FBHC as the surviving entity in the first step merger as a wholly-owned subsidiary of PNC. Immediately following the first step merger, and as part of a single, integrated transaction, FBHC will then merge with and into PNC (the “second step merger” and together with the first step merger, the “mergers”), with PNC as the surviving entity in the second step merger. Following the second step merger, in connection with the conversion of FBHC’s systems to PNC’s systems or at such other time as determined by PNC, FirstBank will merge with and into PNC’s wholly-owned banking subsidiary, PNC Bank, National Association, a national banking association (the “bank merger”), with PNC Bank, National Association as the surviving bank. The bank merger is expected to be completed later in 2026.

Notice is hereby given that FBHC will hold a special meeting of its shareholders (the “special meeting” or “FBHC special meeting”) virtually via the Internet or telephone dial-in option on November 14, 2025, at 9:00 a.m. Mountain Time, for the following purposes:

 

1.

to consider and vote upon a proposal (the “merger proposal”), to approve and adopt the merger agreement; and

 

2.

to consider and vote upon a proposal (the “adjournment proposal”), to adjourn the FBHC special meeting, if necessary or appropriate.

No other business will be conducted at the special meeting.

The FBHC board of directors has fixed the close of business on October 4, 2025 as the record date for the FBHC special meeting. Holders of record of FBHC common stock as of the close of business on the record date are entitled to notice of the FBHC special meeting, and only holders of record of FBHC Class B common stock are entitled to vote at the FBHC special meeting, or any adjournment or postponement thereof. Approval of the merger proposal requires the affirmative vote of at least two-thirds of the voting power of all shares of FBHC Class B common stock outstanding as of the record date. Certain holders of FBHC Class B common stock have entered into voting agreements with PNC. Pursuant to such voting agreements, such shareholders have irrevocably agreed to vote “FOR” the approval and adoption of the merger agreement and “FOR” the adjournment proposal, subject to the terms of the voting agreements. As of the record date for the FBHC special meeting, such shareholders collectively beneficially owned 45.7% of the outstanding shares of FBHC Class B common stock.

Your vote is very important. The mergers cannot be completed unless holders of FBHC Class B common stock approve the merger proposal.

Whether or not you plan to attend the special meeting virtually, you are urged to vote now to make sure there will be a quorum for the special meeting. Please vote as soon as possible.

There are two possible ways you may hold FBHC common stock: (1) directly in your name or (2) under FBHC’s Savings and Employee Stock Ownership Plan (“FBHC ESOP”). You will need to follow the instructions for voting each category of shares you may own. You will have to complete separate voting instructions for each of these holdings if you hold shares in both of these categories in order for all of your shares to be voted. Please note that the deadline for providing instructions for voting the shares under the FBHC ESOP is 9:59 p.m. Mountain Time on November 10, 2025, which is 72 hours prior to the deadline for shareholders generally.

The enclosed proxy statement/prospectus provides a detailed description of the special meeting, the mergers, the merger agreement, the documents related to the mergers and other related matters. You are urged to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its annexes carefully and in their entirety. If you have any questions concerning the mergers or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, or need help voting your shares of FBHC Class B common stock, you should contact Innisfree M&A Incorporated, FBHC’s proxy solicitor, by calling toll-free at (877) 750-0537, or for banks and brokers, collect at (212) 750-5833.

The FBHC board of directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the mergers, are advisable and in the best interests of FBHC and its shareholders and has unanimously approved and adopted the merger agreement and the transactions contemplated thereby (including, without limitation, the mergers) and unanimously recommends that FBHC shareholders vote “FOR” the proposal to approve and adopt the merger agreement and “FOR” the proposal to adjourn the FBHC special meeting, if necessary or appropriate.

[    ], 2025

By Order of the Board of Directors

 

Kevin T. Classen Director and Chief Executive Officer FirstBank Holding Company

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about PNC from documents filed with the U.S. Securities and Exchange Commission (the “SEC”) that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents, including documents incorporated by reference in this proxy statement/prospectus, filed with or furnished to the SEC by PNC at no cost from the SEC’s website at www.sec.gov. You may also request copies of these documents at no cost by requesting them in writing or by telephone at the appropriate address below:

The PNC Financial Services Group, Inc.

The Tower at PNC Plaza

300 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2401

Attention: Shareholder Services

Telephone: (800) 982-7652

www.computershare.com/contactus

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, FBHC shareholders must request them no later than five business days before the date of the FBHC special meeting. This means that FBHC shareholders requesting documents must do so by November 7, 2025.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. You should assume that the information in this proxy statement/prospectus is accurate only as of the date of this proxy statement/ prospectus. You should assume that the information incorporated by reference to another document into this proxy statement/prospectus is accurate as of the date of such document. Neither the mailing of this proxy statement/prospectus to FBHC shareholders, nor the issuance by PNC of shares of its common stock or preferred stock in connection with the mergers, will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding PNC has been provided by PNC and information contained in this proxy statement/prospectus regarding FBHC has been provided by FBHC.

See the section entitled “Where You Can Find More Information” for more details.

 

TABLE OF CONTENTS

 

		PAGE
CERTAIN QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE SPECIAL MEETING			1
SUMMARY			12
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			24
RISK FACTORS			26
INFORMATION ABOUT THE FBHC SPECIAL MEETING			30
FBHC PROPOSALS FOR A VOTE BY SHAREHOLDERS			34
INFORMATION ABOUT THE COMPANIES			35
THE MERGERS			37
THE MERGER AGREEMENT			68
SHAREHOLDER VOTING AGREEMENTS			86
ACCOUNTING TREATMENT			88
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS			89
DESCRIPTION OF PNC COMMON STOCK			93
DESCRIPTION OF NEW PNC PREFERRED STOCK			96
COMPARISON OF SHAREHOLDERS’ RIGHTS			102
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF FBHC			108
LEGAL MATTERS			110
EXPERTS			110
WHERE YOU CAN FIND MORE INFORMATION			111
Annex A – Agreement and Plan of Merger			A-1
Annex B – Form of Voting Agreement			B-1
Annex C – Fairness Opinion of Goldman Sachs & Co. LLC			C-1
Annex D – Fairness Opinion of Morgan Stanley & Co. LLC			D-1
Annex  E – Provisions of the Colorado Corporations and Associations Act Relating to Dissenters’ Rights			E-1

 

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CERTAIN QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE SPECIAL MEETING

The following are questions that you may have about the mergers and the FBHC special meeting, and brief answers to those questions. You are urged to read carefully the remainder of this proxy statement/ prospectus because the information in this section does not provide all of the information that might be important to you with respect to the mergers or the FBHC special meeting. Additional important information is also contained in the documents attached to or incorporated by reference into this proxy statement/prospectus.

See “Where You Can Find More Information” for more details.

 

Q:	What are the mergers?

 

A:

The PNC Financial Services Group, Inc. (“PNC”), FirstBank Holding Company (“FBHC”) and Summit Merger Sub I, Inc., a wholly-owned subsidiary of PNC (“Summit Merger Sub”) have entered into an Agreement and Plan of Merger, dated as of September 5, 2025 (the “merger agreement”). Under the merger agreement, Summit Merger Sub will first merge with and into FBHC (the “first step merger”), with FBHC as the surviving corporation in the first step merger as a wholly-owned subsidiary of PNC. Immediately following the first step merger, FBHC will, subject to the terms of the merger agreement, merge with and into PNC (the “second step merger” and together with the first step merger, the “mergers”), with PNC as the surviving corporation in the second step merger. Following the second step merger, in connection with the conversion of FBHC’s systems to PNC’s systems or at such other time as determined by PNC, FirstBank, a Colorado state-chartered bank, will merge with and into PNC’s wholly-owned banking subsidiary, PNC Bank, National Association, a national banking association (the “bank merger”), with PNC Bank, National Association as the surviving bank. The bank merger is expected to be completed later in 2026.

As a result of the foregoing, based on the number of shares of FBHC Class A common stock and FBHC Class B common stock (together, the “FBHC common stock”) outstanding as of the date of the merger agreement and PNC’s stock price as of August 29, 2025, PNC expects to issue approximately 13.9 million shares of PNC common stock to FBHC shareholders upon completion of the mergers, which will result in current FBHC shareholders owning approximately 3.4% of outstanding PNC common stock, as of September 30, 2025.

The mergers cannot be completed unless the merger agreement is approved and adopted by the affirmative vote of two-thirds of the outstanding shares of FBHC Class B common stock entitled to vote thereon. The closing of the mergers is also subject to the receipt of approvals of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of the Comptroller of the Currency (“OCC”) and the Colorado Division of Banking (“CDB”), and the satisfaction of the other conditions specified in the merger agreement.

 

Q:	Why am I receiving this proxy statement/prospectus?

 

A:

We are sending this proxy statement/prospectus to you because it is a proxy statement being used by the FBHC board of directors to solicit proxies of holders of FBHC Class B common stock in connection with approval and adoption of the merger agreement. It describes the proposals to be presented at the FBHC special meeting of shareholders (the “special meeting” or “FBHC special meeting”).

This document is also a prospectus that is being delivered to FBHC shareholders because, in connection with the mergers, PNC will issue to FBHC shareholders shares of PNC common stock as merger consideration.

This proxy statement/prospectus contains important information about the merger agreement, the mergers and other related matters, the proposals being voted on at the FBHC special meeting and important information to consider in connection with an investment in PNC common stock. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of FBHC Class B common stock voted by

 

1

proxy without attending the FBHC special meeting. Your vote is important, and we encourage you to submit your proxy as soon as possible, whether or not you intend to attend the FBHC special meeting.

 

Q:	What are FBHC shareholders being asked to vote on at the FBHC special meeting?

 

A:	The FBHC board of directors is soliciting proxies from holders of FBHC Class B common stock with respect to the following proposals:

 

•

a proposal to approve and adopt the merger agreement (the “merger proposal”); and

 

•

a proposal to adjourn the FBHC special meeting, if necessary or appropriate (the “adjournment proposal”).

 

Q:	What will holders of FBHC common stock receive in the mergers?

 

A:

Under the terms and subject to the conditions set forth in the merger agreement, subject to election and proration procedures described in this proxy statement/prospectus, FBHC shareholders will receive cash and PNC common stock for each of their shares of FBHC Class A common stock and FBHC Class B common stock (together, the “FBHC common stock”). At the effective time of the first step merger, each outstanding share of FBHC common stock (except for dissenting shares, shares of treasury stock or shares owned by FBHC, PNC or Summit Merger Sub, in each case other than shares held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or held, directly or indirectly, as a result of debts previously contracted) will be converted into the right to receive, at the election of the holder thereof as provided in the merger agreement, either (A) an amount in cash (the “per share cash consideration”) equal to the sum, rounded to the nearest one-tenth of a cent, of (x) $321.18 plus (y) the product, rounded to the nearest one-tenth of a cent, of 3.6127 times the average of the daily volume-weighted average sales price per share of PNC common stock on The New York Stock Exchange, as calculated by Bloomberg Financial LP under the function “VWAP” (or, if not available, in another authoritative source mutually selected by FBHC and PNC), over the five consecutive trading days ending on the second trading day immediately prior to the first step merger’s effective time (the “closing price”), or (B) a number of shares of PNC common stock equal to the quotient (the “per share stock consideration” or the “exchange ratio”), rounded to the nearest one ten thousandth, of (x) the per share cash consideration divided by (y) the closing price, in each case, subject to proration in the event that cash or stock is oversubscribed.

No fractional shares of PNC common stock will be issued in the mergers, and holders of FBHC common stock will be entitled to receive cash in lieu of fractional shares.

Because the merger consideration is comprised of a fixed amount of cash consideration plus a fixed amount of shares of PNC common stock for each share of FBHC common stock, the market value of the merger consideration will fluctuate with the market price of PNC common stock and will not be known at the time FBHC shareholders vote on the merger agreement. Based on the closing stock price of PNC common stock on NYSE, as reported by Bloomberg Financial LP, of $204.40 as of September 5, 2025, the value of the merger consideration payable to holders of FBHC common stock for each share of FBHC common stock was approximately $1,059.62 as of such date.

Based on the number of shares of FBHC common stock outstanding as of the date of the merger agreement and PNC’s stock price as of August 29, 2025, PNC expects to issue approximately 13.9 million shares of PNC common stock to FBHC shareholders upon completion of the mergers, which will result in current FBHC shareholders owning approximately 3.4% of outstanding PNC common stock, as of September 30, 2025.

You may elect to receive your merger consideration in cash, PNC common stock, or a combination of both. However, the form of merger consideration you actually receive may differ from the form of

 

2

consideration you elect to receive. This is because the aggregate amount of cash that will be paid as consideration in the merger is fixed. As a result, if more FBHC shareholders make valid elections to receive either PNC common stock or cash than is available as merger consideration under the merger agreement, those FBHC shareholders electing the over-subscribed form of consideration will have the over-subscribed consideration proportionately reduced and will receive a portion of their consideration in the other form, despite their election. As explained in more detail in this proxy statement/prospectus, whether you make a cash election or a stock election, the value of the consideration you receive as of the date of completion of the merger will be substantially the same.

 

Q:	What will holders of FBHC preferred stock receive in the mergers?

 

A:

Subject to the terms of the merger agreement, each holder of FBHC Series A Convertible Preferred Stock, no par value, of FBHC (“FBHC Series A preferred stock”) will have the right to receive an amount in cash equal to (i) the greater of (x) the per share cash consideration and (y) such share’s stated value (as defined in the certificate of designation for the FBHC Series A preferred stock, as amended) plus (ii) all declared but unpaid dividends on such share of FBHC Series A preferred stock. If a holder of shares of FBHC Series A preferred stock prefers to receive the per share stock consideration in respect of one or more of their shares of FBHC Series A preferred stock, each holder of shares of FBHC Series A preferred stock will have the opportunity to exchange one or more shares of FBHC Series A preferred stock for an equivalent number of shares of FBHC Class A common stock prior to the closing of the mergers and such shares of FBHC Class A common stock will be treated the same as shares of FBHC common stock to which a FBHC shareholder elects to receive the per share stock consideration (such shares, “stock election shares”). The exchange offer is expected to occur after the special meeting. Each share of 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $1,000 per share, of FBHC (“FBHC Series B preferred stock”), will be automatically converted into one (1) share of a newly created series of preferred stock of PNC having terms, taken as whole, not materially less favorable than FBHC’s current Series B preferred stock. For more information, see the section entitled “Description of New PNC Preferred Stock” beginning on page 96.

 

Q:	How does the FBHC board of directors recommend that I vote at the FBHC special meeting?

 

A:	The FBHC board of directors unanimously recommends that you vote “FOR” the merger proposal and “FOR” the adjournment proposal.

 

Q:	Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time the mergers are completed?

 

A:

Yes. Because the merger consideration is comprised of a fixed amount of cash consideration plus a fixed amount of shares of PNC common stock for each share of FBHC common stock, the value of the merger consideration will fluctuate based upon the market value of PNC common stock. Any fluctuation in the market price of PNC common stock after the date of this proxy statement/prospectus will change the per share value of the shares of PNC common stock that FBHC shareholders will receive upon completion of the mergers.

Based on the closing stock price of PNC common stock on NYSE, as reported by Bloomberg Financial LP, of $204.40 as of September 5, 2025, the value of the merger consideration payable to holders of FBHC common stock for each share of FBHC common stock was approximately $1,059.62 as of such date.

Similar to virtually all publicly-traded stock, the trading price of PNC common stock will continue to change. We suggest that you obtain current market quotations for PNC common stock, which is currently traded on the NYSE under the trading symbol “PNC.”

As explained in more detail in this proxy statement/prospectus, whether a FBHC shareholder makes a cash election or a stock election, the value of the consideration that such shareholder receives as of the date of

 

3

completion of the mergers will be substantially the same based on the average PNC closing sale price used to calculate the merger consideration. An FBHC shareholder may specify different elections with respect to different shares of FBHC common stock that such shareholder holds. For example, an FBHC shareholder who owns 100 shares of FBHC common stock may make a cash election with respect to 50 shares and a stock election with respect to the other 50 shares.

 

Q:	How and when do I make my merger consideration election?

 

A:

You will receive an election form prior to the expected closing date. You will make your cash and/or stock election by properly completing, signing and returning the election form. If you do not send in the election form by the election deadline, you will be treated as though you had not made an election. Carefully review and follow the instructions accompanying the election form. If you own FBHC common stock in “street name” through a bank, brokerage firm or other nominee and you wish to make an election, you should follow the instructions provided by your bank, brokerage firm or other nominee when making your election. If you hold shares through FBHC’s Savings and Employee Stock Ownership Plan (the “FBHC ESOP”), you will receive information and separate instructions about how to direct the independent fiduciary to make an election on your behalf with respect to the FBHC common stock allocated to your account.

The mailing of the election form and customary transmittal materials will occur at least thirty-five (35) days prior to the anticipated closing date or on such other date as mutually agreed to by PNC and FBHC. The election deadline is on or before 5:00 p.m., New York City time, on the 30th day following the mailing of the election form and customary transmittal materials (or such other time and date as PNC and FBHC may mutually agree). We also will publicly announce the election deadline, which will be before the closing date for the mergers. As a result, you will not know before your election decision the exact value of the consideration to be received in the merger.

Neither FBHC nor PNC is making any recommendation to you as to whether or not you should elect to receive cash, shares of PNC common stock or a combination of each in the mergers. You should evaluate your own specific circumstances and investment preferences in making your election.

Do NOT submit evidence of shares in book-entry form with your proxy card.

For more details on the election procedures, see the section entitled “The Merger — Exchange of Shares; Election Procedures; Allocation of Merger Consideration.”

 

Q:	Can I elect to receive my merger consideration in the form of cash with respect to a portion of my FBHC shares and PNC common stock with respect to the rest of my FBHC shares?

 

A:	Yes. The election form and letter of transmittal will permit you, subject to the proration procedures described in this proxy statement/prospectus, to receive at your election:

 

•

all of your merger consideration in the form of shares of PNC common stock;

 

•

all of your merger consideration in the form of cash; or

 

•

a portion of your merger consideration in cash and the remaining portion in shares of PNC common stock.

Please see the examples set forth in the section of this proxy statement/prospectus titled “The Merger — Exchange of Shares; Election Procedures; Allocation of Merger Consideration.” beginning on page 71 of this proxy statement/prospectus.

 

Q:	What do I do if I want to revoke my election?

 

A:	You may change or revoke your election at any time during the election period, by written notice to the exchange agent prior to the election deadline.

 

4

Q:	What happens if I do not make a valid merger consideration election?

 

A:	If you do not return a properly completed election form by the election deadline, your shares of FBHC common stock will be considered “no election shares” and will be treated in accordance with the terms of the merger agreement.

 

Q:	How will I receive the merger consideration to which I am entitled?

 

A:

After receiving the proper documentation from you, following the completion of the merger, the exchange agent will provide to you the per share cash consideration and/or the per share stock consideration to which you are entitled. More information on the documentation you are required to deliver to the exchange agent may be found in the section entitled “The Merger — Exchange of Shares; Election Procedures; Allocation of Merger Consideration.”

 

Q:	Am I guaranteed to receive the type of merger consideration that I elect?

 

A:

No. The merger agreement provides that the total number of shares of FBHC common stock that will be converted into the right to receive the per share cash consideration and the total number of shares of FBHC series A preferred stock that will be converted into the right to receive a Series A liquidation payment will equal the quotient obtained by dividing (x) $1,237,500,000 by (y) the per share cash consideration (such numbers of shares of FBHC common stock and FBHC Series A preferred stock, in the aggregate, the “target cash conversion amount”). As a result, assuming the “closing price” of PNC common stock (as defined below) is the same as the per share market price of PNC common stock as of the date of the merger agreement, approximately 70% of FBHC shares will receive the per share stock consideration and approximately 30% of FBHC shares will receive the per share cash consideration. If the per share stock consideration is oversubscribed or undersubscribed, your election will be treated in accordance with the below.

In the event that (x) the sum of the total number of cash election shares (the “cash election number”) plus (y) the total number of Series A liquidation shares is greater than the target cash conversion amount, then:

 

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stock election shares and shares of FBHC common stock to which a FBHC shareholder makes no election (such shares, “no election shares”) will be converted into the right to receive the per share stock consideration;

 

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shares of FBHC common stock to which a FBHC shareholder elects to receive the per share cash consideration (such shares, “cash election shares”) held through the FBHC ESOP will be converted into the right to receive the per share cash consideration for each such cash election share;

 

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cash election shares of each holder thereof (other than cash election shares held through the FBHC ESOP) will be converted into the right to receive the per share cash consideration in respect of that number of cash election shares equal to the product obtained by multiplying (x) the number of cash election shares held by such holder by (y) a fraction, the numerator of which is the target cash conversion amount less the total number of Series A liquidation shares and the total number of cash election shares held through the FBHC ESOP and the denominator of which is the total cash election number; and

 

•

the remaining number of such holder’s cash election shares will be converted into the right to receive the per share stock consideration.

In the event that the sum of (x) the cash election number plus (y) the total number of Series A liquidation shares is less than the target cash conversion amount (the “shortfall number”), then:

 

•

all cash election shares will be converted into the right to receive the per share cash consideration;

 

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•

no election shares held through the FBHC ESOP and stock election shares held through the FBHC ESOP will convert into the right to receive the per share stock consideration for each such no election share and stock election share, respectively;

 

•

if the shortfall number is less than or equal to the number of no election shares (excluding no election shares held through the FBHC ESOP), then all stock election shares will be converted into the right to receive the per share stock consideration, and the no election shares of each holder thereof (other than no election shares held through the FBHC ESOP) will convert into the right to receive the per share cash consideration in respect of that number of no election shares equal to the product obtained by multiplying (x) the number of no election shares (other than no election shares held through the FBHC ESOP) held by such holder by (y) a fraction, the numerator of which is the shortfall number and the denominator of which is the total number of no election shares (excluding no election shares held through the FBHC ESOP), with the remaining number of such holder’s no election shares being converted into the right to receive the per share stock consideration; and

 

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if the shortfall number exceeds the number of no election shares (excluding no election shares held through the FBHC ESOP), then all no election shares (other than no election shares held through the FBHC ESOP) will be converted into the right to receive the per share cash consideration, and the stock election shares of each holder thereof (other than stock election shares held through the FBHC ESOP) will convert into the right to receive the per share cash consideration in respect of that number of stock election shares equal to the product obtained by multiplying (x) the number of stock election shares held by such holder (excluding stock election shares held through the FBHC ESOP) by (y) a fraction, the numerator of which is the amount by which (1) the shortfall number exceeds (2) the total number of no election shares (excluding no election shares held through the FBHC ESOP), and the denominator of which is the total number of stock election shares (excluding stock election shares held through the FBHC ESOP), with the remaining number of such holder’s stock election shares being converted into the right to receive the stock consideration.

In the event that (x) the sum of the cash election number plus (y) the total number of Series A liquidation Shares is equal to the target cash conversion amount, then all cash election shares will be converted into the right to receive the per share cash consideration and all stock election shares and no election shares will be converted into the right to receive the per share stock consideration.

 

Q:	How will the mergers affect FBHC equity awards?

 

A:

At the effective time of the mergers, (i) each restricted stock unit in respect of FBHC common stock or FBHC Series A preferred stock (an “FBHC RSU”) granted prior to September 5, 2025 that is not a deferred FBHC RSU (as defined below) will vest in full and be converted into the right to receive a number of shares of PNC common stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of FBHC common stock or FBHC Series A preferred stock, as applicable, subject to such FBHC RSU immediately prior to the effective time multiplied by (y) the exchange ratio, subject to applicable withholdings or deductions under applicable law, and (ii) each FBHC RSU that is granted following September 5, 2025 and each FBHC RSU that constitutes “deferred compensation” subject to Section 409A of the Code (a “deferred FBHC RSU”), whether previously vested or unvested, will be converted into a restricted stock unit denominated in a number of shares of PNC common stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of FBHC common stock subject to the FBHC RSU immediately prior to the effective time multiplied by (y) the exchange ratio, and otherwise generally subject to the same terms and conditions as were applicable to the FBHC RSU as of the effective time. Additionally, the holder of any deferred FBHC RSU will receive (without interest) an amount in cash equal to any accrued and unpaid dividend equivalents that are payable pursuant to the terms of the deferred FBHC RSU.

 

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Q:	Does PNC pay regular dividends on its shares of common stock?

 

A:

Yes. PNC has historically paid a quarterly cash dividend on its shares of common stock. The payment of dividends is subject to approval by the PNC board of directors as well as legal and regulatory restrictions and safety and soundness considerations. Any payment of dividends in the future will depend, in large part, on PNC’s earnings, capital requirements, financial condition and other factors considered relevant by its board of directors.

PNC declared quarterly cash dividends between $1.25 and $1.60 per share on its common stock in each of 2024, 2023, and 2022. In July 2025 and October 2025, PNC declared a quarterly cash dividend of $1.70 per share on its common stock for the third quarter and fourth quarter of 2025, respectively. The amount of quarterly cash dividends paid on shares of PNC common stock is subject to change based on the quarterly dividend amounts approved by the PNC board of directors.

 

Q:	Are there any risks that I should consider in deciding whether to vote for the approval of the merger proposal?

 

A:

Yes. You should read and carefully consider the risk factors set forth in the section of this proxy statement/ prospectus entitled “Risk Factors.” You also should read and carefully consider the risk factors of PNC contained in the documents that are incorporated by reference into this proxy statement/ prospectus.

 

Q:	If I am a FBHC shareholder, should I send in my FBHC stock certificate(s) now?

 

A:	No. Please do not send in your FBHC stock certificate(s) with your proxy card. After the mergers, you will receive instructions for exchanging your FBHC stock certificates for the merger consideration.

For further information, see “The Merger — Exchange of Shares; Election Procedures; Allocation of Merger Consideration.”

 

Q:	What should I do if I hold my shares of FBHC common stock in book-entry form?

 

A:

If your shares of FBHC common stock are held in book-entry form, you are not required to take any additional actions in connection with the conversion of your shares of FBHC common stock into merger consideration at the effective time. After the completion of the mergers, shares of FBHC common stock held in book-entry form will automatically be exchanged for the merger consideration.

 

Q:	When and where is the FBHC special meeting?

 

A:	The FBHC special meeting will be held virtually via the Internet or telephone dial-in option on November 14, 2025, at 9:00 a.m. Mountain Time.

Even if you plan to attend the FBHC special meeting, we recommend that you vote your shares of FBHC Class B common stock in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the special meeting. You will not be able to vote the shares of FBHC Class B common stock allocated to your account held under the FBHC ESOP (the “Allocated ESOP Class B Shares”) at the special meeting as the deadline for voting these shares is 9:59 p.m. Mountain Time on November 10, 2025, which is 72 hours earlier than the general deadline due to these shares being held through the FBHC ESOP. FBHC will appoint an independent fiduciary (the “Independent Fiduciary”) to hold and administer the voting of Allocated ESOP Class B Shares.

 

Q:	What constitutes a quorum for the FBHC special meeting?

 

A:

A majority of the voting power of the shares of FBHC Class B common stock at the meeting, present virtually or represented by proxy, shall constitute a quorum for the transaction of business. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

 

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Q:	What is the vote required to approve each proposal at the FBHC special meeting?

 

A:	Merger proposal

 

•

Standard: Approval of the merger proposal requires the affirmative vote of a two-thirds majority of the voting power of all shares of FBHC Class B common stock entitled to vote thereon. Shares of FBHC Class A common stock are not entitled to vote at the FBHC special meeting.

 

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Effect of abstentions and failure to vote: If you fail to vote or mark “ABSTAIN” on your proxy card with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the merger proposal. Allocated ESOP Class B Shares are treated differently. If you hold Allocated ESOP Class B Shares, please read the voting instructions below for further information.

Adjournment proposal

 

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Standard: Whether or not a quorum is present, approval of the adjournment proposal requires the affirmative vote of a majority of the voting power of all shares of FBHC Class B common stock outstanding as of the record date and present at the special meeting.

 

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Effect of abstentions and failure to vote: If you mark “ABSTAIN” on your proxy card with respect to the adjournment proposal, it will have the same effect as a vote “AGAINST” the proposal. If you fail to vote (or fail to provide voting instructions for any Allocated ESOP Class B Shares) with respect to the adjournment proposal, it will have no effect on the outcome of the proposal. If you hold Allocated ESOP Class B Shares, the Independent Fiduciary will have the authority to vote all Allocated ESOP Class B shares with respect to any motion to adjourn the meeting and continue the meeting at a later date.

 

Q:	Are there any FBHC shareholders already committed to voting in favor of the merger proposal?

 

A:

Yes. Certain holders of FBHC Class B common stock have entered into voting agreements with PNC. In accordance with these voting agreements, these certain shareholders have agreed to vote “FOR” the approval and adoption of the merger agreement, subject to the terms of the voting agreements. As of the record date for the FBHC special meeting of shareholders, these certain shareholders collectively beneficially owned 45.7% of the outstanding shares of FBHC Class B common stock. For information regarding the shareholder voting agreements and certain holders of shares of FBHC Class B common stock, see “Shareholder Voting Agreements.”

 

Q:	Who is entitled to vote at the FBHC special meeting?

 

A:

The record date for the FBHC special meeting is October 4, 2025. Only holders of record of FBHC Class B common stock as of the close of business on the record date are entitled to notice of, and to vote at, the FBHC special meeting, or any adjournment or postponement thereof. Each holder of FBHC Class B common stock is entitled to cast one (1) vote on each matter voted on at the special meeting for each share of FBHC Class B common stock that such holder owned of record as of the record date. As of the close of business on the record date for the FBHC special meeting, there were 3,300,778 outstanding shares of FBHC Class B common stock.

 

Q:	What do I need to do now?

 

A:

After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares of FBHC Class B common stock, please vote your shares promptly so that your shares are represented and voted at the FBHC special meeting. Please vote via the Internet, by telephone, or, if you receive a hard copy of this proxy statement/prospectus, by mail by completing, signing, dating and returning the accompanying proxy card in the enclosed postage-paid return envelope as described on the proxy card as

 

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soon as possible. The giving of an appointment of proxy will not affect your right to revoke it or attend the special meeting and vote virtually. Note that you will have to complete separate voting instructions for shares of FBHC Class B common stock held directly in your own name and shares of FBHC Class B common stock held through the FBHC ESOP. The deadline for providing instructions for voting shares held through the FBHC ESOP is 9:59 p.m. Mountain Time on November 10, 2025, which is 72 hours prior to the deadline for shareholders generally.

 

Q:	How can I vote my shares of FBHC common stock?

 

A:	A holder of FBHC Class B common stock may vote by proxy or at the FBHC special meeting of shareholders. If you hold your shares of FBHC Class B common stock in your name as a holder of record, to submit a proxy, you, as a holder of FBHC Class B common stock, may use one of the following methods:

 

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By telephone: by calling the toll-free number indicated on the accompanying proxy card and following the recorded instructions.

 

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Through the Internet: by visiting the website indicated on the accompanying proxy card and following the instructions.

 

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By mail: if you receive a hard copy of this proxy statement/prospectus, by completing and returning the accompanying proxy card in the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States.

If you intend to submit your proxy by telephone or through the Internet, you must do so by 9:59 p.m. Mountain Time on November 13, 2025. If you receive a hard copy of this proxy statement/prospectus and intend to submit your proxy by mail, your completed proxy card must be received by 9:59 p.m. Mountain Time on November 13, 2025.

If you hold Allocated ESOP Class B Shares, please follow the voting instructions below and refer to “Appraisal or Dissenters’ Rights in the Mergers — Exercising Dissenters’ Rights” for additional information regarding the rights associated with such shares.

Even if you plan to attend the FBHC special meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the special meeting. You will not be able to vote your Allocated ESOP Class B Shares at the meeting as the deadline for voting these shares is 9:59 p.m. Mountain Time on November 10, 2025, which is 72 hours earlier than the general deadline due to these shares being held through the plans.

 

Q:	If my shares are held through the FBHC Savings and Employee Stock Ownership Plan, how do I vote my shares?

 

A:

If you hold Allocated ESOP Class B Shares, you must separately vote such shares. The Independent Fiduciary will have the duty to collect the votes of FBHC ESOP participants and beneficiaries. You may direct the vote of your Allocated ESOP Class B Shares in accordance with separate directions received from the Independent Fiduciary. The deadline for providing these instructions is 9:59 p.m. Mountain Time on November 10, 2025, which is 72 hours earlier than the deadline to vote any FBHC Class B common stock that you hold in your name as a shareholder of record. This deadline differs because your voting instructions for the Allocated ESOP Class B Shares will be implemented by the Independent Fiduciary for the FBHC ESOP, which will vote these shares on behalf of plan participants in accordance with each plan participant’s voting instructions or as otherwise required consistent with its fiduciary duties to plan participants under applicable law.

If you do not provide instructions for your Allocated ESOP Class B Shares, they will be voted in the proportion that the Independent Fiduciary was timely directed to vote the Allocated ESOP Class B Shares for and against the merger by remaining FBHC ESOP participants and beneficiaries or as otherwise required consistent with its fiduciary duties to plan participants under applicable law. You may not vote Allocated ESOP Class B Shares by returning a proxy card directly to FBHC or by voting at the FBHC special meeting.

 

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If a motion to adjourn is made at the special meeting, the Independent Fiduciary will have the authority to vote all Allocated ESOP Class B Shares with respect to such motion.

 

Q:	Can I change my vote after I have delivered my proxy or voting instruction card?

 

A:	Yes. If you are the record holder of your shares, you may revoke your proxy in any of the following ways:

 

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Re-submitting your vote via the Internet or by telephone by 9:59 p.m. Mountain Time on November 13, 2025;

 

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If you receive a hard copy of this proxy statement/prospectus, submitting another properly completed proxy card bearing a later date which is received by 9:59 Mountain Time on November 13, 2025;

 

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Attending the special meeting virtually and voting at the special meeting via the special meeting website; or

 

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Submitting a written notice that you are revoking your proxy. The notice must be sent to FBHC at FirstBank Holding Company, c/o First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095, and must be received by 9:59 p.m. Mountain Time on November 13, 2025.

If you hold your stock through the FBHC ESOP, you can change your vote by resubmitting your vote via the Internet or by telephone, or, if you receive a hard copy of this proxy statement/prospectus, by submitting another properly completed voting instruction card bearing a later date for these shares, but any changes must be received prior to 9:59 p.m. Mountain Time on November 10, 2025, which is 72 hours prior to the deadline for other shareholders.

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:

FBHC shareholders may receive more than one set of voting materials by mail, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of FBHC Class B common stock of record directly in your name and under the FBHC ESOP, you will receive a separate voting instruction card for both ways that you may hold your shares. If you are a holder of record of FBHC Class B common stock and your shares are registered in more than one name, you will receive more than one proxy card. Please vote via the Internet, by telephone, or, if you receive a hard copy of this proxy statement/prospectus, by mail by completing, signing, dating and returning each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of FBHC Class B common stock that you own.

 

Q:	Will FBHC be required to submit the merger proposal to its shareholders even if the FBHC board of directors has withdrawn, modified or qualified its recommendation?

 

A:

Yes. Unless the merger agreement is terminated before the FBHC special meeting, FBHC is required to submit the merger proposal to its shareholders even if the FBHC board of directors has withdrawn, modified or qualified its recommendation that FBHC shareholders approve and adopt the merger agreement.

 

Q:	Are FBHC shareholders entitled to appraisal rights?

 

A:

Yes. Under Article 113 of the Colorado Business Corporation Act (“CBCA”), dissenting shareholders may seek a court-determined “fair value” of such shareholder’s shares of FBHC Class B common stock. See “Appraisal or Dissenters’ Rights in the Mergers” in this proxy statement/ prospectus for a complete discussion of the appraisal or dissenters’ rights available to holders of FBHC Class B common stock and a summary of the steps required to assert such rights.

 

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Q:	When do you expect to complete the mergers?

 

A:

PNC and FBHC expect to complete the first step merger and the second step merger in early 2026. The bank merger is expected to be completed later in 2026. However, neither PNC nor FBHC can assure you of when or if the mergers will be completed. FBHC must obtain the approval of the merger proposal by the FBHC shareholders at the FBHC special meeting, and PNC must obtain the required regulatory approvals. In addition, each party is required to satisfy certain other closing conditions.

 

Q:	What happens if the mergers are not completed?

 

A:

If the mergers are not completed, FBHC shareholders will not receive any merger consideration from PNC for their shares of FBHC common stock, FBHC Series B preferred stock or FBHC Series A preferred stock (FBHC Series B preferred stock, together with FBHC Series A preferred stock, “FBHC preferred stock”) in connection with the mergers. Instead, FBHC will remain an independent company, and your shares of FBHC common stock and FBHC preferred stock will remain outstanding. In addition, if the merger agreement is terminated in certain circumstances, a termination fee may be required to be paid by FBHC to PNC. See “The Merger Agreement — Termination Fee” for a complete discussion of the circumstances under which any such termination fee would be required to be paid.

 

Q:	Who should I call with questions?

 

A:

If you have any questions concerning the merger agreement, the mergers or this proxy statement/ prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of FBHC Class B common stock, please contact Innisfree M&A Incorporated, FBHC’s proxy solicitor, by calling toll-free at (877) 750-0537, or for banks and brokers, collect at (212) 750-5833.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement/prospectus that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in PNC’s future filings with the SEC, in press releases and in oral and written statements made by PNC or FBHC or with their respective approval that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. These statements include, but are not limited to, descriptions of the mergers, PNC’s and FBHC’s respective financial condition, results of operations, asset and credit quality trends, profitability and business plans or opportunities. Forward-looking statements can be identified by the use of the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “should,” “would,” and “will,” and other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those in such statements. Factors that might cause such a difference include, but are not limited to: the risk that the cost savings and any revenue synergies or benefits from the mergers may not be fully realized or may take longer than anticipated to be realized; disruption to the parties’ businesses as a result of the announcement and pendency of the mergers; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; the failure to obtain the necessary approvals by the shareholders of FBHC; the amount of the costs, fees, expenses and charges related to the mergers; the ability of PNC to obtain required governmental approvals of the mergers (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the mergers; the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the mergers; the possibility that the mergers may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the dilution caused by PNC’s issuance of additional shares of its common stock in the mergers; a material adverse change in the financial condition of FBHC or PNC; competition; government legislation, regulations and policies; the ability of PNC or FBHC to execute its business plan; unanticipated changes in PNC’s or FBHC’s liquidity position, including but not limited to changes in PNC’s or FBHC’s access to sources of liquidity and capital to address its liquidity needs; changes in economic conditions and economic and business uncertainty which could materially impact credit quality trends and the ability to generate loans and gather deposits; inflation and governmental responses to inflation, including increasing interest rates; market, economic, operational, liquidity, credit, and interest rate risks associated with PNC’s or FBHC’s business; PNC’s or FBHC’s ability to successfully manage its credit risk and the sufficiency of its allowance for credit losses; the potential impact of future business combinations on PNC’s performance and financial condition, including its ability to successfully integrate businesses and the success of revenue-generating and cost-reduction initiatives; failure or circumvention of PNC’s or FBHC’s internal controls; operational risks or risk management failures of PNC or FBHC or critical third parties, including but not limited to with respect to data processing, information systems, cybersecurity, technological changes, vendor issues, business interruption and fraud risks; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities or unfavorable resolutions of litigation; disruptive technologies in payment systems and other services traditionally provided by banks; failure or disruption of PNC’s or FBHC’s information systems; computer hacking and other cybersecurity threats; the effects of climate change on PNC or FBHC and their respective customers, borrowers or service providers; political and economic uncertainty and instability; the impacts of pandemics, epidemics and other infectious disease outbreaks; other matters discussed in this proxy statement/prospectus; and other factors identified in filings with the SEC by PNC. These forward-looking statements are made only as of the date of this proxy statement/prospectus and are not guarantees of future results, performance or outcomes.

 

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Such forward-looking statements are based on assumptions and estimates which, although believed to be reasonable, may turn out to be incorrect. Therefore, undue reliance should not be placed upon these estimates and statements. Neither PNC nor FBHC can assure that any of these statements, estimates or beliefs will be realized, and actual results or outcomes may differ from those contemplated in these forward-looking statements. Neither PNC nor FBHC undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this proxy statement/prospectus. You are advised to consult further disclosures PNC may make on related subjects in its filings with the SEC.

Investors should consider these risks, uncertainties and other factors in addition to risk factors included elsewhere in this proxy statement/prospectus, in PNC’s Annual Report on Form 10-K for the year ended December 31, 2024, and in its other filings with the SEC.

 

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RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risk factors relating to the consummation of the mergers and to PNC following the mergers in deciding how to vote for the proposals presented in this proxy statement/prospectus.

Because the market price of PNC common stock will fluctuate, FBHC shareholders cannot be certain of the market value of the merger consideration they will receive.

In the mergers, each share of FBHC common stock issued and outstanding immediately prior to the effective time (other than certain excluded shares) will be converted into merger consideration consisting of either the per share stock consideration or the per share cash consideration, pursuant to the terms of the merger agreement.

Because the merger consideration is comprised of a fixed amount of cash consideration plus a fixed amount of shares of PNC common stock for each share of FBHC common stock, the market value of the merger consideration will fluctuate with the market price of PNC common stock and will not be known at the time FBHC shareholders vote on the merger agreement. The value of the merger consideration that holders of FBHC common stock will receive for each share of each share of FBHC common stock will depend, among other factors, on the volume-weighted average PNC common stock share price on the NYSE for the five trading days ending on the second trading day immediately preceding the completion of the mergers. The volume-weighted average PNC common stock share price on the NYSE for the five trading days ending on the second trading day immediately preceding the completion of the mergers may vary from the closing price of PNC common stock on the date PNC and FBHC announced the merger, on the date that this proxy statement/prospectus is being mailed FBHC shareholders, on the date of the FBHC special meeting, or on any other date. Changes in the price of PNC common stock between now and the second trading day immediately prior to the effective time of the first step merger will affect the value that FBHC shareholders will receive in the mergers. Neither PNC nor FBHC is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of PNC common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in PNC’s or FBHC’s respective businesses, operations, financial performance or prospects, volatility in the prices of securities in global financial markets, including market prices of PNC and other banking companies, regulatory considerations and tax laws, many of which are beyond PNC’s and FBHC’s control. Therefore, at the time of the FBHC special meeting, FBHC shareholders will not know the market value of the consideration that FBHC shareholders will receive at the effective time.

There has been no public market for FBHC common stock and the lack of a public market may make it more difficult to determine the fair value of FBHC common stock than if there were such a public market.

The outstanding shares of FBHC common stock are privately held and are not traded on any public market. The lack of a public market may make it more difficult to determine the fair value of FBHC than if the outstanding shares of FBHC common stock were traded publicly. The consideration to be paid to FBHC shareholders in the mergers was determined based on negotiations between the parties and likewise may not be indicative of the price at which the outstanding shares of FBHC common stock may have traded on a public market.

Combining PNC and FBHC may be more difficult, costly or time-consuming than expected, and the anticipated benefits and cost savings of the mergers may not be realized.

PNC and FBHC have operated and, until the completion of the mergers will continue to operate, independently. The success of the mergers, including anticipated benefits and cost savings, will depend, in part,

 

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on PNC’s and FBHC’s ability to successfully combine and integrate the businesses of PNC and FBHC in a manner that permits growth opportunities and does not materially disrupt existing customer relations or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with customers, depositors or employees or to achieve the anticipated benefits and cost savings of the mergers. The loss of key employees of FBHC could adversely affect PNC’s ability to successfully conduct its business, which could have an adverse effect on PNC’s financial results and the value of PNC’s common stock after the mergers. In addition, PNC may not be able to locate suitable replacements for any key FBHC employees who leave the combined company.

Although PNC has integration experience from prior merger transactions, PNC and FBHC may experience difficulties with the integration process, the anticipated benefits of the mergers may take longer to realize than expected or may not be realized fully or at all. As with any merger of financial institutions, there also may be business disruptions that cause PNC and/or FBHC to lose customers or cause customers to remove their accounts from PNC and/or FBHC and move their business to competing financial institutions. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of PNC and FBHC during this transition period and for an undetermined period after completion of the mergers on the combined company.

FBHC shareholders may not receive all merger consideration in the form they elect, and the form of merger consideration that they receive may have different tax consequences than the form of merger consideration that they elect to receive.

FBHC shareholders’ merger consideration will be subject to proration to the extent the cash pool is undersubscribed or oversubscribed. Accordingly, some of the merger consideration an FBHC shareholder receives may differ from the type of consideration selected and such difference may be significant. This may result in, among other things, tax consequences that differ from those that would have resulted if the FBHC shareholder had received solely the form of consideration elected. A discussion of the proration mechanism can be found under The Merger — Exchange of Shares; Election Procedures; Allocation of Merger Consideration. and a discussion of the material U.S. federal income tax consequences of the mergers can be found under the section titled “Material U.S. Federal Income Tax Consequences of the Mergers.”

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the mergers.

Before the mergers may be completed, PNC and FBHC must obtain all necessary approvals or waivers from the OCC, the Federal Reserve and the CDB. Other approvals, waivers or consents from regulators could also be required. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Mergers — Regulatory Approvals Required for the Mergers.” An adverse development in either party’s regulatory standing or these factors could result in an inability to obtain approval or delay their receipt. These regulators may impose conditions on the completion of the mergers or require changes to the terms of the mergers. Such conditions or changes could have the effect of delaying or preventing completion of the mergers or imposing additional costs on or limiting the revenues of the combined company following the mergers, any of which might have an adverse effect on the combined company following the mergers.

Additionally, under the terms of the merger agreement, PNC is not required to take actions or agree to any condition or restriction in connection with obtaining consents, approvals and authorizations of governmental entities that would, individually or in the aggregate, result in a material adverse effect on PNC and its subsidiaries, measured on a pro forma basis after giving effect to the mergers (a “materially burdensome condition”). For further information, see “The Mergers — Regulatory Approvals Required for the Mergers.”

 

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Certain of FBHC’s directors and executive officers have interests in the mergers that may differ from the interests of FBHC shareholders.

FBHC shareholders should be aware that some of FBHC’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of the other FBHC shareholders generally. These interests and arrangements may create potential conflicts of interest. The FBHC board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement and in recommending that FBHC shareholders vote in favor of approving and adopting the merger agreement.

For a more complete description of these interests, see “The Mergers — Interests of FBHC’s Directors and Executive Officers in the Mergers.”

Termination of the merger agreement could negatively impact FBHC.

If the merger agreement is terminated, there may be various adverse consequences, and FBHC may experience negative reactions from its customers and employees. If the merger agreement is terminated under certain circumstances, FBHC may be required to pay PNC a termination fee of $100,000,000.

PNC and FBHC will be subject to business uncertainties and contractual restrictions while the mergers are pending, which could disrupt PNC’s and FBHC’s relationships with their customers, suppliers, business partners and others, as well as their operating results and business generally.

Whether or not the mergers are ultimately consummated, uncertainty about the effect of the mergers on employees and customers may have an adverse effect on PNC and FBHC and, consequently, the combined company. These uncertainties may impair PNC’s and FBHC’s ability to attract, retain and motivate key personnel until the mergers are completed, and could cause customers and others that deal with PNC or FBHC to seek to change existing business relationships with PNC or FBHC, respectively. In addition, subject to certain exceptions, FBHC and PNC have each agreed to operate its business in the ordinary course in all material respects and use reasonable best efforts to maintain and preserve its business organization, employees and advantageous business relationships prior to the closing of the mergers. See “The Merger Agreement — Covenants and Agreements” for a description of the restrictive covenants applicable to FBHC and PNC.

The shares of PNC common stock to be received by FBHC shareholders as a result of the mergers will have different rights from the shares of FBHC common stock.

In the mergers, FBHC shareholders will become PNC shareholders and their rights as PNC shareholders will be governed by Pennsylvania law and the governing documents of PNC following the mergers. The rights associated with PNC common stock are different from the rights associated with FBHC common stock. See “Comparison of Shareholders’ Rights” for a discussion of the different rights associated with PNC common stock.

PNC and FBHC are expected to incur significant costs related to the mergers and integration. If the mergers are not completed, PNC and FBHC will have incurred substantial expenses without realizing the expected benefits of the mergers.

Each of PNC and FBHC has incurred and will incur substantial expenses in connection with the negotiation and completion of the mergers. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit- related costs, filing fees and other regulatory fees, printing costs and other related costs. Some of these costs are payable by either PNC or FBHC regardless of whether or not the mergers are completed. If the mergers are not completed, PNC and FBHC would have to recognize these expenses without realizing the expected benefits of the mergers.

 

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The merger agreement limits FBHC’s ability to pursue alternative acquisition proposals, requires FBHC to pay a termination fee of $100,000,000 under limited circumstances, including circumstances relating to other acquisition proposals.

The merger agreement prohibits FBHC from initiating or soliciting certain alternative third-party acquisition proposals. For further information, see “The Merger Agreement — Agreement Not to Solicit Other Offers.” The merger agreement also provides that FBHC will be required to pay a termination fee to PNC in the amount of $100,000,000 in the event that the merger agreement is terminated under certain circumstances, including an adverse recommendation change by the FBHC board of directors. For further information, see “The Merger Agreement — Termination Fee.” These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of FBHC from considering or proposing such an acquisition.

FBHC shareholders will have a reduced ownership and voting interest in the combined company after the mergers and will exercise less influence over management, as compared to their ownership and voting interests in FBHC.

Holders of FBHC Class B common stock currently have the right to vote in the election of the FBHC board of directors and on other matters affecting FBHC. Upon completion of the mergers, each FBHC shareholder who receives shares of PNC common stock will become an PNC shareholder and will have the right to vote in the election of directors and on other matters, but with a percentage ownership of PNC that is smaller than such shareholder’s current percentage ownership of FBHC. Based on the number of shares of FBHC common stock outstanding on September 5, 2025, the date of the merger agreement, and the shares of PNC common stock expected to be issued in the mergers, the FBHC shareholders as a group will receive shares in the mergers constituting approximately 3.4% of the outstanding shares of PNC common stock immediately after the mergers have been completed, as of September 30, 2025. Because of this, FBHC shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of FBHC.

The fairness opinions received by the FBHC board of directors from each of Goldman Sachs and Morgan Stanley have not been, and are not expected to be, updated to reflect any changes in circumstances that may have occurred since the date of such opinions.

The fairness opinions of each of Goldman Sachs and Morgan Stanley were rendered to the FBHC board of directors on September 5, 2025. Changes in the operations and prospects of FBHC, general market and economic conditions and other factors which may be beyond the control of FBHC may have altered the value of FBHC and/or the value of the merger consideration to be paid to the holders of FBHC common stock (other than PNC and its affiliates), taken in the aggregate, pursuant to the merger agreement (in the case of the opinion of Goldman Sachs) or to be received by the holders of FBHC common stock (other than PNC and its affiliates) pursuant to the merger agreement (in the case of the opinion of Morgan Stanley). The opinions from Goldman Sachs and Morgan Stanley, each dated September 5, 2025 and attached to this proxy statement/prospectus as Annex C and Annex D, respectively, do not speak as of any date other than the date of such opinions.

Risks Relating to PNC’s Business

You should read and consider risk factors specific to PNC’s business that may also affect the combined company after consummation of the mergers and your ownership of PNC common stock. These risks are described in the sections entitled “Risk Factors” in PNC’s Annual Report on Form 10-K for the year ended December 31, 2024 and in other documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement/prospectus.

 

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INFORMATION ABOUT THE FBHC SPECIAL MEETING

This section contains information for holders of FBHC common stock about the special meeting that FBHC has called to allow holders of FBHC Class B common stock to consider and vote on the merger agreement and other related matters. This proxy statement/prospectus is accompanied by a notice of the special meeting of holders of FBHC Class B common stock and a form of proxy card and/or, if applicable, voting instruction card(s), that the FBHC board of directors is soliciting for use by the holders of FBHC Class B common stock at the special meeting of shareholders and at any adjournments or postponements of the special meeting.

Time, Date, and Place

The FBHC special meeting of shareholders will be held virtually via the Internet or telephone dial-in option on November 14, 2025, at 9:00 a.m. Mountain Time. Even if you plan to attend the FBHC special meeting, we recommend that you vote your shares of FBHC Class B common stock in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

Matters to Be Considered

At the FBHC special meeting of shareholders, holders of FBHC Class B common stock will be asked to consider and vote on the following proposals:

 

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the merger proposal; and

 

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the adjournment proposal.

Recommendation of The FBHC Board of Directors

The FBHC board of directors unanimously recommends that FBHC Class B common stock shareholders vote “FOR” the merger proposal and “FOR” the adjournment proposal. For the factors considered by the FBHC board of directors in reaching its decision to approve and adopt the merger agreement, see “The Mergers — FBHC’s Reasons for the Mergers; Recommendation of FBHC’s Board of Directors.”

Record Date and Quorum

The FBHC board of directors has fixed the close of business on October 4, 2025 as the record date for the FBHC special meeting. Holders of record of FBHC common stock as of the close of business on the record date are entitled to notice of the FBHC special meeting, and only holders of record of FBHC Class B common stock are entitled to vote at the FBHC special meeting, or any adjournment or postponement thereof.

A majority of the voting power of the shares of FBHC Class B common stock at the meeting, present virtually or represented by proxy, shall constitute a quorum for the transaction of business. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

Each holder of FBHC Class B common stock is entitled to cast one (1) vote on each matter voted on at the special meeting for each share of FBHC Class B common stock that such holder owned of record as of the record date.

FBHC will appoint an Independent Fiduciary to hold and administer the voting of each FBHC ESOP Class B share allocated to the participant’s or beneficiary’s account under the FBHC ESOP (“Allocated ESOP Class B Shares”). Each participant or beneficiary of the FBHC ESOP is entitled to direct the Independent Fiduciary to cast one (1) vote for each Allocated ESOP Class B Shares. As of the close of business on the record date for the FBHC special meeting, there were 3,300,778 outstanding shares of FBHC Class B common stock.

 

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Certain shareholders of FBHC Class B common stock have entered into voting agreements with PNC. Pursuant to such voting agreements, the certain shareholders have agreed to vote “FOR” the approval and adoption of the merger agreement and “FOR” the adjournment proposal, subject to the terms of the voting agreements. As of the record date for the FBHC special meeting, the certain shareholders collectively beneficially owned 45.7% of the outstanding shares of FBHC Class B common stock.

Required Vote

Merger proposal

 

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Vote required: Approval of the merger proposal requires the affirmative vote of at least two-thirds of the voting power of all shares of FBHC Class B common stock outstanding as of the record date.

 

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Effect of abstentions and failures to vote: If you fail to vote or mark “ABSTAIN” on your proxy card with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the merger proposal. Allocated ESOP Class B Shares are treated differently, if you hold such shares, please read the voting instructions below for further information.

Adjournment proposal

 

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Vote required: Whether or not a quorum is present, approval of the adjournment proposal requires the affirmative vote of a majority of the voting power of all shares of FBHC Class B common stock outstanding as of the record date and present at the special meeting.

 

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Effect of abstentions and failures to vote: If you mark “ABSTAIN” on your proxy card with respect to the adjournment proposal, it will have the same effect as a vote “AGAINST” the proposal. If you fail to vote (or fail to provide voting instructions for any Allocated ESOP Class B Shares) with respect to the adjournment proposal, it will have no effect on the outcome of the proposal. If you hold Allocated ESOP Class B Shares, the Independent Fiduciary will have the authority to vote all Allocated ESOP Class B shares with respect to any motion to adjourn the meeting and continue the meeting at a later date.

How to Attend and Vote

If you are a record holder of FBHC Class B common stock, you will be able to attend the FBHC special meeting on the Internet and vote during the meeting by visiting and following the instructions. Please have your control number, which can be found on your proxy card, notice or email previously received, to access the meeting. Please review this information prior to the FBHC special meeting to ensure you have access.

If you hold Allocated ESOP Class B Shares, please follow the voting instructions below to be separately provided by the Independent Fiduciary with respect to such shares.

Even if you plan to attend the FBHC special meeting, we recommend that you vote your shares of FBHC Class B common stock in advance so that your vote will be counted if you later decide not to or become unable to attend the special meeting. If you hold Allocated ESOP Class B Shares, you will not be able to vote these shares during the meeting as the deadline for voting these shares is 9:59 p.m. Mountain Time on November 10, 2025, which is 72 hours earlier than the general deadline due to these shares being held through the FBHC ESOP.

Proxies

A holder of FBHC Class B common stock may vote by proxy or during the FBHC special meeting. If you hold your shares of FBHC Class B common stock in your name as a holder of record, to submit a proxy, you, as a holder of FBHC Class B common stock, may use one of the following methods:

 

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By telephone: by calling the toll-free number indicated on the accompanying proxy card and following the recorded instructions.

 

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Through the Internet: by visiting the website indicated on the accompanying proxy card and following the instructions.

 

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By mail: if you receive a hard copy of this proxy statement/prospectus, by completing and returning the accompanying proxy card in the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the special meeting.

If you receive a hard copy of this proxy statement/prospectus and intend to submit your proxy by telephone or through the Internet, you must do so by 9:59 p.m. Mountain Time on November 13, 2025 or in the case of Allocated ESOP Class B Shares by 9:59 p.m. Mountain Time on November 10, 2025. If you intend to submit your proxy by mail, your completed proxy card must be received by 9:59 p.m. Mountain Time on November 13, 2025.

In accordance with Section 7-90-105 of the CBCA, FBHC shareholders, including holders of FBHC ESOP shares, that have previously consented to receive notice of FBHC shareholder meetings and related materials via electronic communication will receive the notice of the special meeting and this proxy statement/prospectus via such electronic communication and will not receive a hard copy of this proxy statement/prospectus. All other FBHC shareholders, including holders of FBHC ESOP shares, will receive a hard copy of the notice of the special meeting and this proxy statement/prospectus via the mail.

FBHC requests that holders of FBHC Class B common stock vote by telephone, over the Internet or, if you receive a hard copy of this proxy statement/prospectus, by completing and signing the accompanying proxy card and returning it to FBHC as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of FBHC Class B common stock represented by it will be voted at the special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the merger proposal and “FOR” the adjournment proposal.

If you hold Allocated ESOP Class B Shares, you must separately vote such shares. The Independent Fiduciary will have the duty to collect the votes of FBHC ESOP participants and beneficiaries. You may direct the vote of your Allocated ESOP Class B Shares in accordance with separate directions received from the Independent Fiduciary. The deadline for providing these instructions is 9:59 p.m. Mountain Time on November 10, 2025, which is 72 hours earlier than the deadline to vote any FBHC Class B common stock that you hold in your name as a shareholder of record. This deadline differs because your voting instructions for the Allocated ESOP Class B Shares will be implemented by the Independent Fiduciary for the FBHC ESOP, which will vote these shares on behalf of plan participants in accordance with each plan participant’s voting instructions or as otherwise required consistent with its fiduciary duties to plan participants under applicable law.

If you do not provide instructions for your Allocated ESOP Class B Shares, such shares will be voted in the proportion that the Independent Fiduciary was timely directed to vote the Allocated ESOP Class B Shares for and against the merger by remaining FBHC ESOP participants and beneficiaries or as otherwise required consistent with its fiduciary duties to plan participants under applicable law. You may not vote Allocated ESOP Class B Shares by returning a proxy card directly to FBHC or by voting at the FBHC special meeting.

If a motion to adjourn is made at the special meeting, the Independent Fiduciary will have the authority to vote all Allocated ESOP Class B Shares with respect to such motion.

Every vote is important. Accordingly, please timely vote via the Internet, by telephone, or, if you receive a hard copy of this proxy statement/prospectus, by mail by completing, signing, dating and returning the enclosed proxy card, whether or not you plan to attend the special meeting. Sending in your proxy card or voting by telephone or on the Internet will not prevent you from voting your shares at the meeting because you may subsequently revoke your proxy. If you hold Allocated ESOP Class B Shares, please timely vote in accordance with separate instructions provided to you by the Independent Fiduciary.

 

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Revocation of Proxies

If you are a record holder of FBHC Class B common stock, you may revoke your proxy in any of the following ways:

 

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Re-submitting your vote via the Internet or by telephone by 9:59 p.m. Mountain Time on November 13, 2025;

 

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If you receive a hard copy of this proxy statement/prospectus, submitting another properly completed proxy card bearing a later date which is received by 9:59 p.m. Mountain Time on November 13, 2025;

 

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Attending the special meeting virtually and voting at the special meeting via the special meeting website; or

 

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Submitting a written notice that you are revoking your proxy. The notice must be sent to FBHC at FirstBank Holding Company, c/o First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095, and must be received by 9:59 p.m. Mountain Time on November 13, 2025.

Attendance at the special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by FBHC after the vote will not affect the vote. If the special meeting is postponed or adjourned, it will not affect the ability of holders of FBHC Class B common stock of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

If you hold your stock through the FBHC ESOP, you can change your vote by resubmitting your vote via the Internet or by telephone, or, if you receive a hard copy of this proxy statement/prospectus, by submitting another properly completed voting instruction card bearing a later date for these shares, but any changes must be received by 9:59 p.m. Mountain Time on November 10, 2025, which is 72 hours prior to the deadline for other shareholders.

Solicitation of Proxies

FBHC and PNC will share equally all of the expenses incurred in connection with the printing and mailing of this proxy statement/prospectus. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of FBHC. No additional compensation will be paid to FBHC’s directors, officers or employees for solicitation.

FBHC has hired Innisfree M&A Incorporated to assist in the proxy solicitation process. FBHC and PNC will pay to that firm a total fee of $60,000, split equally between FBHC and PNC, plus disbursements.

Other Matters to Come Before the Special Meeting

FBHC management does not expect any other business to be presented at the special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the FBHC board of directors’ recommendations.

Questions and Additional Information

If you have any questions about the special meeting, this proxy statement/prospectus, or your ownership of FBHC common stock, please contact Innisfree M&A Incorporated, FBHC’s proxy solicitor, by calling toll-free at (877) 750-0537, or for banks and brokers, collect at (212) 750-5833.

 

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FBHC PROPOSALS FOR A VOTE BY SHAREHOLDERS

Proposal No. 1 - Merger Proposal

FBHC is asking holders of FBHC Class B common stock to approve and adopt the merger agreement. Holders of FBHC common stock should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the mergers. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, the FBHC board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the mergers, are advisable and in the best interests of FBHC and its shareholders and (ii) approved and adopted the execution, delivery and performance by FBHC of the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the mergers. See “The Mergers — FBHC’s Reasons for the Mergers; Recommendation of FBHC’s Board of Directors.” Approval of the merger proposal requires the affirmative vote of a two-thirds majority of the voting power of all shares of FBHC Class B common stock entitled to vote thereon. FBHC Class B common stock outstanding as of the record date will be entitled to vote on the merger proposal.

The FBHC board of directors unanimously recommends that FBHC shareholders vote “FOR” the merger proposal.

Proposal No. 2 - Adjournment Proposal

FBHC is asking holders of FBHC Class B common stock to vote on a proposal to adjourn the FBHC special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the merger proposal in the event that there are not sufficient votes at the time of the special meeting to approve the merger proposal. If, at the FBHC special meeting, the number of shares of FBHC Class B common stock present or represented and voting in favor of the merger proposal is insufficient to constitute a quorum necessary to conduct the business of the special meeting or approve the merger proposal, FBHC intends to move to adjourn the FBHC special meeting in order to solicit additional proxies for the approval of the merger proposal to the extent permitted under the merger agreement. Whether or not a quorum is present, approval of the adjournment proposal requires the affirmative vote of a majority of the voting power of all shares of FBHC Class B common stock outstanding as of the record date and present at the special meeting. FBHC Class B common stock outstanding as of the record date and present at the special meeting will be entitled to vote together on the adjournment proposal.

The FBHC board of directors unanimously recommends that FBHC shareholders vote “FOR” the adjournment proposal.

 

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INFORMATION ABOUT THE COMPANIES

The PNC Financial Services Group, Inc.

Headquartered in Pittsburgh, Pennsylvania, PNC is one of the largest diversified financial institutions in the U.S. PNC has businesses engaged in retail banking, corporate and institutional banking and asset management, providing many of our products and services nationally. PNC’s retail branch network is located coast-to-coast. PNC also has strategic international offices in four countries outside the U.S. At June 30, 2025, PNC’s consolidated total assets, total deposits and total shareholders’ equity were approximately $559.1 billion, $426.7 billion and $57.6 billion, respectively.

PNC was incorporated under the laws of the Commonwealth of Pennsylvania in 1983 with the consolidation of Pittsburgh National Corporation and Provident National Corporation. Since 1983, PNC has diversified its geographical presence, business mix and product capabilities through organic growth, strategic bank and non-bank acquisitions and equity investments, and the formation of various non-banking subsidiaries. PNC offers a broad range of deposit, credit and fee-based products and services to serve its customers.

PNC’s common stock is traded on the NYSE under the symbol “NYSE.” The principal executive offices of PNC are located at The Tower at PNC Plaza, 300 Fifth Avenue, Pittsburgh, Pennsylvania 15222.

Summit Merger Sub I, Inc.

Summit Merger Sub is a Delaware corporation and a wholly owned subsidiary of PNC. Summit Merger Sub was incorporated for the sole purpose of effecting the first step merger. Summit Merger Sub will not conduct any activities other than those incidental to its formation, the execution of the merger agreement and the transactions contemplated by the merger agreement. Following the first step merger, upon completion of the second step merger, the separate corporate existence of Summit Merger Sub will cease.

The principal executive offices of Summit Merger Sub are located at c/o The PNC Financial Services Group, Inc., The Tower at PNC Plaza, 300 Fifth Avenue, Pittsburgh, Pennsylvania 15222.

FirstBank Holding Company

FBHC is a bank holding company that is headquartered in Lakewood, Colorado. FBHC operates primarily through its wholly-owned subsidiary, FirstBank, a Colorado state-chartered bank (“FirstBank”).

FirstBank provides traditional banking and other financial services through its 95 branches and approximately 2,600 full time employees (as of June 30, 2025). As of June 30, 2025, FirstBank had total assets of approximately $26.6 billion, total deposits of approximately $23.4 billion and total loans of approximately $15.8 billion.

The primary products and services provided by FirstBank are:

 

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Commercial Banking - FirstBank offers a full range of banking services to businesses and professionals, including business checking and savings, treasury management, as well as financing solutions for businesses, including lines of credit, letters of credit, credit cards, cash reserves, and a variety of business loans and commercial and residential construction loans.

 

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Consumer Banking - FirstBank offers a full range of banking services to individuals, including checking and savings accounts, residential mortgages, home equity, credit cards, and other personal loans, plus robust online and mobile banking.

 

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Retirement & 1031 Exchange Services - FirstBank provides Individual Retirement Accounts (IRAs) and specialized 1031 exchange services supported by Certified Exchange Specialists.

 

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•

Digital Banking for Businesses - FirstBank offers Business Online Banking and Internet Cash Management (ICM) with optional modules including ACH origination, wire transfers, Positive Pay, ACH block & filter, and Desktop Teller (remote deposit), plus account management, transfers, alerts, reporting, and an ICM mobile app for approvals on the go.

FBHC’s executive offices are located at 12345 W Colfax Axe, Lakewood, Colorado 80215. FBHC’s telephone number is (800) 964-3444 and its website is www.efirstbank.com. For the avoidance of doubt, information on FBHC’s website has not been incorporated herein by reference and is not a part of this proxy statement/prospectus.

 

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THE MERGERS

Terms of the Mergers

Each of the PNC board of directors and the FBHC board of directors has approved and adopted the merger agreement. Under the merger agreement, Summit Merger Sub will first merge with and into FBHC, with FBHC as the surviving corporation in the first step merger as a wholly-owned subsidiary of PNC. Immediately following the first step merger, FBHC will then merge with and into PNC, with PNC as the surviving corporation in the second step merger. Following the second step merger, in connection with the conversion of FBHC’s systems to PNC’s systems or at such other time as determined by PNC, FirstBank, a Colorado state-chartered bank, will merge with and into PNC’s wholly-owned banking subsidiary, PNC Bank, National Association, a national banking association (the “bank merger”), with PNC Bank, National Association as the surviving bank. The bank merger is expected to be completed later in 2026.

Under the terms and subject to the conditions set forth in the merger agreement, subject to election and proration procedures described in this proxy statement/prospectus, FBHC shareholders will receive cash and PNC common stock for each of their shares of FBHC Class A common stock and FBHC Class B common stock (together, the “FBHC common stock”). At the effective time of the first step merger, each outstanding share of FBHC common stock (except for dissenting shares, shares of treasury stock or shares owned by FBHC, PNC or Summit Merger Sub, in each case other than shares held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or held, directly or indirectly, as a result of debts previously contracted) will be converted into the right to receive, at the election of the holder thereof as provided in the merger agreement, either (A) an amount in cash (the “per share cash consideration”) equal to the sum, rounded to the nearest one-tenth of a cent, of (x) $321.18 plus (y) the product, rounded to the nearest one-tenth of a cent, of 3.6127 times the average of the daily volume-weighted average sales price per share of PNC common stock on The New York Stock Exchange, as calculated by Bloomberg Financial LP under the function “VWAP” (or, if not available, in another authoritative source mutually selected by FBHC and PNC), over the five consecutive trading days ending on the second trading day immediately prior to the first step merger’s effective time (the “closing price”), or (B) a number of shares of PNC common stock equal to the quotient (the “per share stock consideration” or the “exchange ratio”), rounded to the nearest one ten thousandth, of (x) the per share cash consideration divided by (y) the closing price, in each case, subject to proration in the event that cash or stock is oversubscribed.

Because the merger consideration is comprised of a fixed amount of cash consideration plus a fixed amount of shares of PNC common stock for each share of FBHC common stock, the market value of the merger consideration will fluctuate with the market price of PNC common stock and will not be known at the time FBHC shareholders vote on the merger agreement. Based on the closing stock price of PNC common stock on NYSE, as reported by Bloomberg Financial LP, of $204.40 as of September 5, 2025, the value of the merger consideration payable to holders of FBHC common stock for each share of FBHC common stock was approximately $1,059.62 as of such date. We suggest that you obtain a current market quotation for PNC common stock, which is currently traded on the NYSE under the trading symbol “PNC.”

Based on the number of shares of FBHC common stock outstanding as of the date of the merger agreement and PNC’s stock price as of August 29, 2025, PNC expects to issue approximately 13.9 million shares of PNC common stock to FBHC shareholders upon consummation of the mergers, which will result in current FBHC shareholders owning approximately 3.4% of outstanding PNC common stock, as of September 30, 2025.

The mergers cannot be completed unless the merger agreement is approved and adopted by the affirmative vote of two-thirds of the outstanding shares of FBHC Class B common stock entitled to vote thereon. The closing of the mergers is also subject to the receipt of approvals of the Federal Reserve and the OCC, and the satisfaction of the other conditions specified in the merger agreement.

 

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Treatment of FBHC Preferred Stock

Subject to the terms of the merger agreement, each holder of FBHC Series A Convertible Preferred Stock, no par value, of FBHC (“FBHC Series A preferred stock”) will have the right to receive an amount in cash equal to (i) the greater of (x) the per share cash consideration and (y) such share’s stated value (as defined in the certificate of designation for the FBHC Series A preferred stock, as amended) plus (ii) all declared but unpaid dividends on such share of FBHC Series A preferred stock. If a holder of shares of FBHC Series A preferred stock prefers to receive the per share stock consideration in respect of one or more of their shares of FBHC Series A preferred stock, each holder of shares of FBHC Series A preferred stock will have the opportunity to exchange one or more shares of FBHC Series A preferred stock for an equivalent number of shares of FBHC Class A common stock prior to the closing of the mergers and such shares of FBHC Class A common stock will be treated the same as shares of FBHC common stock to which a FBHC shareholder elects to receive the per share stock consideration (such shares, “stock election shares”). The exchange offer is expected to occur after the special meeting.

Each share of 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $1,000 per share, of FBHC (“FBHC Series B preferred stock”) issued and outstanding immediately prior to the effective time will automatically be converted into a share of a newly created series of preferred stock of PNC having such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and restrictions and limitations thereof, of FBHC Series B preferred stock immediately prior to the effective time, taken as a whole (“new PNC preferred stock”), and, upon such conversion, the FBHC Series B preferred stock will no longer be issued and outstanding and will automatically be cancelled and will cease to exist as of the effective time. For more information, see the section entitled “Description of New PNC Preferred Stock” beginning on page 96.

Background of the Mergers

As part of FBHC’s ongoing consideration and evaluation of its long-term strategic goals and plans, the FBHC board of directors and representatives of its senior management have periodically reviewed, considered and assessed FBHC’s business, operations, financial performance and prospects, as well as overall industry conditions, as factors that may affect those strategic goals and plans. Specifically, in 2022, the FBHC board of directors retained Goldman Sachs and Morgan Stanley to explore potential strategic alternatives (the “2022 process”). This review included an outreach to 13 potential counterparties, of which six signed confidentiality agreements and proceeded to preliminary diligence, with four potential counterparties submitting first round indications of interest. These parties did not include PNC but did include three of the bidders who participated in the 2025 transaction process described below (“Bidder A,” “Bidder B” and “Bidder C,” respectively). After reviewing the indications of interest received during the 2022 process and based on further discussions with the interested counterparties and FBHC’s advisors during the 2022 process, the FBHC board of directors determined not to proceed with a potential strategic transaction at that time.

Over the course of 2024 and into early 2025, the FBHC board and senior management continued to discuss potential strategic alternatives, including evaluating the market for bank acquirers and discussing the evolving regulatory environment. These ongoing discussions led to the FBHC board of directors’ determination to again engage Goldman Sachs and Morgan Stanley in connection with a potential strategic review.

On March 19, 2025, the FBHC board of directors and CEO held a meeting, with representatives of Goldman Sachs and Morgan Stanley in attendance, at which the FBHC board of directors considered strategic matters and opportunities given the then-current regulatory environment and broader market conditions. At this meeting, the FBHC board of directors discussed the parameters of what a strategic transaction process could look like, including preliminary financial information relating to a potential transaction, and discussed a potential launch of such a process following FBHC’s first quarter regulatory filings in late April. Following the discussion, the FBHC board of directors directed FBHC’s CEO to reaffirm the engagement of Goldman Sachs and Morgan

 

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Stanley as financial advisors to FBHC, pursuant to the existing engagement agreements, in connection with the potential strategic transaction.

On June 18, 2025, the FBHC board of directors and FBHC’s CEO held a meeting, with representatives of Goldman Sachs and Morgan Stanley in attendance, to review updated preliminary financial information relating to a potential transaction reflecting changes in the market environment since the March 19, 2025 meeting. The representatives of Goldman Sachs and Morgan Stanley also discussed a proposed timeline for the transaction process, including updating presentation materials for potential bidders in early July 2025 based on FBHC’s second quarter regulatory filings and launching the first round of the transaction process thereafter. Following review and discussion of the updated preliminary financial information relating to a potential transaction and proposed timeline, at the conclusion of the June 18, 2025 meeting, the FBHC board of directors directed the FBHC CEO and the representatives of Goldman Sachs and Morgan Stanley in attendance at the meeting to proceed in accordance with the proposed timeline in preparation for a potential strategic transaction.

Between late June and early July 2025, representatives of Goldman Sachs and Morgan Stanley contacted eight potential counterparties, including PNC, to gauge their interest in a potential strategic transaction with FBHC. FBHC subsequently entered into customary confidentiality agreements with six such parties, which included PNC, Bidder A, Bidder B, Bidder C and two other bidders (“Bidder D” and “Bidder E,” respectively). Each confidentiality agreement included customary non-disclosure and use restrictions. The confidentiality agreements did not contain any standstill provisions, and FBHC did not enter into any exclusivity arrangements with any potential counterparty throughout the potential strategic transaction process. Upon execution of these confidentiality agreements, the counterparties were granted access to a virtual data room, which contained preliminary diligence materials, and were permitted to hold discussions with representatives of FBHC’s senior management and financial advisors. During this period, representatives of FBHC, together with its financial advisors, engaged with these counterparties to address initial questions and to facilitate the counterparties’ review of the preliminary diligence information made available to them at this stage.

Starting on July 22, 2025, representatives of Goldman Sachs and Morgan Stanley distributed first-round process letters to the six potential counterparties. The process letters outlined the procedures for submitting Round 1 proposals and specified that non-binding indications of interest were to be submitted by August 18, 2025.

Thereafter, from July 30 through August 13, 2025, representatives of FBHC’s senior management continued discussions with all six counterparties, including management diligence sessions and follow-up sessions, which were attended by representatives of Goldman Sachs and Morgan Stanley. This included meetings with PNC on July 30, 2025, July 31, 2025, and August 8, 2025, to discuss broader strategic and business considerations, including technology matters, in connection with the evaluation of a potential strategic transaction.

On August 18, 2025, all six counterparties submitted non-binding indications of interest. Each of the proposals indicated a willingness to offer a mix of cash and stock consideration, and aggregate consideration offered in these proposals ranged from $3.25 billion to $3.8 billion. PNC’s initial indication of interest had an indicative aggregate valuation of $3.75 billion and noted that PNC was open to a discussion on the cash and stock consideration mix in the event FBHC shareholders indicated a preference for a greater share of one form of consideration or the other. Bidder B indicated a range of $3.6 billion to $3.8 billion, and Bidder D initially provided a valuation of $3.25 billion but subsequently raised the valuation to $3.75 billion. Proposals from Bidders A, C and E reflected valuations ranging from $3.34 billion to $3.6 billion.

On August 20, 2025, the FBHC board of directors held a meeting with FBHC’s senior management, and representatives of Goldman Sachs and Morgan Stanley to evaluate the non-binding indications of interest received on August 18, 2025. At the meeting, the FBHC board of directors reviewed with FBHC’s senior management team and financial advisors the material terms of these proposals, including the aggregate consideration offered by each of the counterparties, the strategic benefits of a combination with each such counterparty and various regulatory and operational considerations, as well as updates on initial diligence and a

 

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discussion of potential next steps. In doing so, the FBHC board of directors, together with FBHC’s senior management team and financial advisors, prioritized consideration of numerous factors, including valuation, the estimated ability of a counterparty to increase its price, the liquidity of any stock consideration and the ability to include cash consideration, as well as the perceived ability to obtain regulatory approvals in a timely manner. Following this discussion, the FBHC board of directors determined to advance PNC, Bidder B and Bidder D to Round 2 and directed the representatives of FBHC’s senior management, Goldman Sachs and Morgan Stanley to proceed with these bidders and provide them such additional due diligence information as would be appropriate at this stage.

On August 26, 2025, a first draft of the proposed merger agreement was circulated to the three potential counterparties remaining in the process. The draft merger agreement, prepared with the assistance of Sullivan & Cromwell LLP (“Sullivan & Cromwell”), counsel to FBHC, set forth the principal terms and conditions under consideration, including representations and warranties, covenants, deal protection provisions, termination rights and closing conditions. Following circulation of the draft, bidders were invited to review the agreement and provide comments in connection with their ongoing evaluation of a potential strategic transaction with FBHC.

On August 29, 2025, representatives of FBHC’s senior management held an in-person meeting with representatives of PNC, with representatives of Goldman Sachs and Morgan Stanley and Wachtell, Lipton, Rosen & Katz, legal advisor to PNC, and Wells Fargo Securities, LLC, financial advisor to PNC, also in attendance. The discussion covered business and operational matters relevant to evaluating a potential strategic transaction, and PNC expressed optimism about moving forward, emphasizing that the two banks would be a natural strategic fit. During the meeting, PNC’s CEO indicated to FBHC’s CEO that PNC could move quickly to enter into a strategic transaction with FBHC. On August 30, 2025, PNC and representatives of Morgan Stanley discussed PNC’s ability and interest in entering into a transaction on an accelerated time frame, targeting a September 5, 2025 execution date. Later on August 30, 2025, the FBHC CEO spoke with several FBHC directors, who are also large shareholders, to describe PNC’s request.

On August 31, 2025, FBHC’s CEO conducted a further series of calls with those same FBHC directors who are large shareholders to discuss the status of the process. The directors agreed that, if PNC was willing to sufficiently increase its purchase price, they would support working with PNC’s accelerated timeframe. On August 31, FBHC’s CEO called PNC’s CEO to convey a willingness to pursue an accelerated timeline if PNC increased its purchase price. In the conversations, PNC’s CEO initially offered to increase the aggregate price to $4 billion and FBHC’s CEO requested $4.25 billion. The CEOs ultimately agreed on an implied aggregate purchase price valuation of $4.125 billion, subject to confirmation by the FBHC board of directors.

FBHC’s CEO then spoke to members of the FBHC board of directors who confirmed that, based on the price increase, they supported proceeding with PNC on an accelerated basis, with the goal of finalizing a definitive agreement by September 5, 2025 and announcing the strategic transaction prior to market open on Monday, September 8, 2025. In their individual discussions, the FBHC directors confirmed that representatives of FBHC’s senior management and FBHC’s advisors should continue to coordinate closely to advance discussions with PNC in support of this accelerated timetable while also engaging the other two bidders that had moved forward to Round 2.

Following the discussions on August 31, 2025, FBHC and PNC exchanged drafts of the merger agreement, with the key negotiating points being the election and proration mechanisms, treatment of the FBHC Employee Stock Ownership Plan and certain deal protections provided to PNC and FBHC, respectively. In connection with these negotiations, drafts of voting agreements were exchanged between FBHC and PNC, pursuant to which certain FBHC shareholders would agree to vote in favor of the merger, representing approximately 45.7% of the FBHC shares entitled to vote.

Between September 2, 2025 and September 5, 2025, representatives of FBHC’s senior management held numerous meetings with representatives of PNC, each of which was attended by representatives of Goldman Sachs and Morgan Stanley. The meetings involved diligence follow-ups to close out remaining items for PNC’s

 

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diligence process and reverse diligence sessions focused on a variety of reverse diligence matters, including PNC’s risk management policies, compliance practices, and operational risk framework and PNC’s human capital structure, employee integration considerations and compensation and benefit practices. The meetings also involved discussions of business and operational matters and other key considerations relating to a potential strategic transaction, including regulatory considerations and communications planning in connection with the potential execution of definitive documentation for a potential strategic transaction. Following discussion at each session, FBHC directed its advisors to continue engagement with PNC and to incorporate the takeaways from these meetings into diligence efforts and draft transaction documentation consistent with the accelerated timetable.

On September 5, 2025, the FBHC board of directors and FBHC’s CEO held a meeting to consider PNC’s updated proposal and the execution of a definitive merger agreement, with representatives of Goldman Sachs, Morgan Stanley and Sullivan & Cromwell in attendance. FBHC’s CEO first noted that a variety of presentation materials, including a fairness opinion presentation jointly prepared by representatives of Goldman Sachs and Morgan Stanley, a substantially final form of the proposed definitive merger agreement, a merger agreement summary prepared by Sullivan & Cromwell and a form of the board resolutions for the approval of the potential strategic transaction had previously been made available to the FBHC board of directors and provided an overview of the key terms of the potential strategic transaction with PNC. FBHC’s CEO highlighted that the strategic transaction represents an implied equity value of approximately $4.125 billion (based on PNC’s stock price on August 29, 2025), with consideration structured as 30% cash and 70% stock, including a fixed cash pool of $1,237,500,000, and an option for shareholders to elect their form of consideration, with valuations equalized and customary proration mechanics. The FBHC board of directors then engaged in an extensive discussion with FBHC’s CEO and its financial and legal advisors regarding the structure and terms of the proposed strategic transaction, including the proposed aggregate consideration, the form of consideration, and the negotiated deal protections including conditions to each party’s obligation to close the transaction and each party’s rights upon a termination of the definitive agreement. Representatives of Goldman Sachs and Morgan Stanley then reviewed their respective financial analyses of the merger consideration provided for in the PNC proposal under consideration, in each case, including a discussion of the various methodologies used by the financial advisors in evaluating the merger consideration (see “The Merger — Opinions of FBHC’s Financial Advisors” section for more details), and each delivered its oral fairness opinion—subsequently confirmed in writing as of September 5, 2025—that, subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by each of Goldman Sachs and Morgan Stanley as set forth in their respective written opinions, the merger consideration to be paid to the holders of FBHC common stock (other than PNC and its affiliates), taken in the aggregate, pursuant to the merger agreement (in the case of the opinion of Goldman Sachs) or to be received by the holders of FBHC common stock (other than PNC and its affiliates) pursuant to the merger agreement (in the case of the opinion of Morgan Stanley) was fair from a financial point of view to such holders. Representatives of Sullivan & Cromwell then provided the directors an overview of the fiduciary duties and other considerations applicable to their review of the proposed terms of the potential strategic transaction with PNC, summarized additional important terms of the definitive merger agreement that had not been discussed earlier in the meeting, and outlined the form of the board resolutions for the approval of the potential strategic transaction in the presentation materials made available to the FBHC board of directors prior to this meeting. Following extensive discussion and questioning, the FBHC board of directors continued to meet in executive session without its financial and legal advisors present to further deliberate. After considering the proposed terms of the merger agreement and the mergers and the various presentations made to the FBHC board of directors by FBHC’s CEO and its financial and legal advisors, and taking into account the matters discussed during the meeting and prior meetings of the FBHC board of directors, including the factors described under “—FBHC’s Reasons for the Mergers; Recommendation of FBHC’s Board of Directors,” the FBHC board of directors determined that the merger agreement and the transactions contemplated thereby are consistent with, and will further, the business strategies of FBHC and are fair and in the best interests of FBHC and its shareholders and resolved to approve and adopt the merger agreement and the strategic transactions contemplated thereby, including the mergers, the bank merger and the transactions contemplated thereby, to authorize management to execute the merger agreement, to submit the merger agreement to a vote of FBHC shareholders

 

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and to recommend to FBHC’s shareholders that they approve the merger agreement. The FBHC board of directors then directed FBHC’s CEO to execute the merger agreement and related transactions contemplated thereby.

Thereafter, following the close of business on September 5, 2025, FBHC and PNC executed the definitive merger agreement, and, in connection therewith, PNC entered into voting agreements with certain shareholders of FBHC common stock representing approximately 45.7% of the shares entitled to vote as of September 5, 2025, pursuant to which such shareholders agreed to vote their shares in favor of the merger. Prior to the opening of the financial markets on Monday, September 8, 2025, FBHC and PNC issued a joint press release announcing the execution of the merger agreement.

FBHC’s Reasons for the Mergers; Recommendation of FBHC’s Board of Directors

The FBHC board of directors has determined that the merger agreement and the transactions contemplated thereby, including the mergers, the bank merger and the PNC articles of incorporation and PNC bylaws, are fair and in the best interests of FBHC and its shareholders. In reaching its determination, the FBHC board of directors consulted with FBHC’s senior management, as well as with FBHC’s financial and legal advisors, and considered numerous factors, including the following material factors:

 

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the review undertaken by the FBHC board of directors with the assistance of outside financial and legal advisors, and the FBHC board of directors’ belief that the mergers with PNC were the best option available to FBHC and its shareholders;

 

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the value of the merger consideration to FBHC shareholders, including that PNC offered the highest amount of merger consideration following a robust process in which six bidders actively participated in the transaction process and submitted proposals as discussed further under the section titled “—Background of the Mergers”;

 

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the cash component of the merger consideration, which offers FBHC shareholders the opportunity to realize cash for a portion of the value of their shares of FBHC common stock with immediate certainty of value;

 

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the stock component of the merger consideration provides FBHC shareholders with a publicly-traded, liquid security and the opportunity to participate as shareholders of PNC in the future earnings, performance and growth opportunities of the combined company, which will be a larger, more diversified banking franchise; the business, earnings, financial condition, credit quality, capital levels, management, culture, stock performance and prospects of PNC, taking into account the favorable results of FBHC’s due diligence of PNC;

 

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the results of management’s due diligence investigation of PNC and the reputation, business practices and experience of PNC and its management, including management’s impression that PNC is a financially healthy, well-run bank holding company that is deeply committed to its customers, employees, and the communities that it serves;

 

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PNC’s track record of maintaining local market presence and community engagement in prior integrations and the complementary nature of the companies’ cultures, including relationship-based banking models engineered to deliver products and services to businesses of all sizes, a strong commitment to community prosperity, and the belief that this alignment would facilitate the successful integration and implementation of the mergers;

 

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the companies’ shared commitment to customers, employees and the communities they serve;

 

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the ability of the combined company to leverage PNC’s broader product and services offering across the expanded combined customer base and the prospect of improved customer experience through expanded contact-center coverage and enhanced self-service capabilities following the mergers;

 

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the likelihood that the regulatory approvals necessary to complete the mergers would be obtained;

 

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•

the fact that PNC is an experienced acquiror and has a history of successfully obtaining regulatory clearances for, and integrating, strategic transactions;

 

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the “fiduciary out” under the merger agreement, which enables the FBHC board of directors to consider certain unsolicited offers and, subject to the terms and conditions set forth in the merger agreement, change its recommendation that FBHC shareholders vote in favor of approval of the merger agreement if a superior proposal emerges;

 

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the fact that FBHC’s shareholders will have an opportunity to vote on the approval of the merger agreement and elect the form of consideration they receive in connection with the mergers, subject to proration in the event cash or stock consideration is oversubscribed;

 

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the financial analyses presented by Goldman Sachs and Morgan Stanley and the oral opinions of Goldman Sachs and Morgan Stanley, dated September 5, 2025, to the FBHC board of directors, which were subsequently confirmed by delivery by each of a written opinion, dated September 5, 2025, to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions made, procedures followed, matters considered, and limitations and qualifications set forth in such opinions, the merger consideration to be paid to the holders of FBHC common stock (other than PNC and its affiliates), taken in the aggregate, pursuant to the merger agreement (in the case of the opinion of Goldman Sachs) or to be received by the holders of FBHC common stock (other than PNC and its affiliates) pursuant to the merger agreement (in the case of the opinion of Morgan Stanley) was fair, from a financial point of view, to such holders, as more fully described below under the section entitled “—Opinions of FBHC’s Financial Advisors” and the full text of each such opinions are attached to this proxy statement/prospectus as Annex C and Annex D; and

 

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the terms of the merger agreement, including the limited closing conditions and the expected U.S. federal income tax treatment of the mergers, taken together, as a “reorganization” within the meaning of Section 368(a) of the Code.

The FBHC board of directors also considered a variety of risks and other potentially negative factors concerning the mergers, including the following material factors:

 

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that the share ratio for the stock portion of the merger consideration is fixed, so that if the market price of PNC common stock is lower at the time of the closing of the mergers, the economic value of the per share merger consideration to be received by FBHC’s shareholders in exchange for their shares of FBHC common stock will also be lower;

 

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the possibility that the mergers and the related integration process could result in the loss of key employees, in the disruption of FBHC’s ongoing business and in the loss of customers for the combined company;

 

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the fact that there can be no assurance that all conditions to the parties’ obligations to complete the mergers will be satisfied, including the risk that certain regulatory approvals, the receipt of which is a condition to the consummation of the mergers, might not be obtained, and, as a result, that the mergers might not be consummated or may be subject to delay and the related risk that if the mergers are not consummated, FBHC could be negatively impacted, including with respect to employees and customers;

 

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the fact that FBHC’s officers and employees would have to focus on actions required to complete the mergers, which would divert their attention from FBHC’s day-to-day business, and that FBHC will incur certain costs related to the mergers, including the fees of financial and legal advisors, even if the mergers are not consummated;

 

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the risk that potential benefits sought in the mergers might not be realized within the expected time period or at all, and the risks associated with the integration of the two companies;

 

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the restrictions on the conduct of FBHC’s business prior to the completion of the mergers, which are customary for merger agreements involving financial institutions;

 

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•

the fact that the merger agreement includes certain provisions that prohibit FBHC from soliciting alternative transactions and from taking certain actions in response to unsolicited proposals for alternative transactions;

 

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FBHC’s obligation to pay PNC a termination fee of $100 million in certain circumstances and discussed further under the section titled “—The Merger Agreement — Termination Fee”; and

 

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the interests of certain of FBHC’s directors and executive officers in the mergers that are different from or in addition to those of FBHC shareholders generally, as more fully described under the section titled “—Interests of FBHC’s Directors and Executive Officers in the Mergers.”

In reaching its conclusion, the FBHC board of directors did not find it practical to assign, and did not assign, any relative or specific weight to the different factors that were considered, and individual members of the FBHC board of directors may have given different weight to different factors. The FBHC board of directors considered all of the information and factors presented, including the potential risks, uncertainties, advantages and disadvantages associated with the mergers, in the aggregate rather than separately, and determined the benefits of the mergers to outweigh the potential risks, uncertainties, and disadvantages associated with the mergers and to be favorable to and support its determination.

This explanation of the reasoning of the FBHC board of directors and all other information presented in this section are forward-looking in nature and should be read in light of the factors set forth in the section entitled “—Cautionary Statement Regarding Forward-Looking Statements.”

For the reasons set forth above, the FBHC board of directors unanimously recommends that FBHC shareholders vote “FOR” the merger proposal.

Opinions of FBHCs’ Financial Advisors

Opinion of Goldman Sachs & Co. LLC

Goldman Sachs rendered its opinion to the FBHC board of directors that, as of September 5, 2025 and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders of FBHC common stock (other than PNC and its affiliates), taken in the aggregate, pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated September 5, 2025, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the FBHC board of directors in connection with its consideration of the transactions. Goldman Sachs’ opinion is not a recommendation as to how any holder of FBHC common stock should vote or make any election with respect to the transactions or how any holder of FBHC common stock should vote with respect to the transactions, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

 

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the merger agreement;

 

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publicly available quarterly regulatory reports for FBHC for the five-year period ended June 30, 2025;

 

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audited annual financial statements for FBHC for the five-year period ended December 31, 2024;

 

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unaudited financial statements for the FBHC for the six months ended June 30, 2025;

 

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Annual Reports on Form 10-K of PNC for the five years ended December 31, 2024;

 

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certain interim reports to shareholders and Quarterly Reports on Form 10-Q of PNC;

 

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•

certain other communications from FBHC and PNC to their respective shareholders;

 

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certain publicly available research analyst reports for PNC; and

 

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certain internal financial analyses and forecasts for FBHC prepared by its management for 2025 to 2030 as approved for Goldman Sachs’ use by FBHC, which are referred to as the FBHC Projections.

Goldman Sachs also held discussions with members of the senior managements of FBHC and PNC regarding their assessment of the strategic rationale for, and the potential benefits of, the transactions and the past and current business operations, financial condition, and future prospects of FBHC and PNC; compared certain financial information for FBHC and PNC with similar financial and stock market information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the banking industry specifically and in other industries generally; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the FBHC board of directors’ consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the FBHC board of directors’ consent that the FBHC Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of FBHC. Goldman Sachs is not an expert in the evaluation of loan and lease portfolios for purposes of assessing the adequacy of the allowances for losses with respect thereto and, accordingly, it assumed that such allowances for losses were in the aggregate adequate to cover such losses. In addition, Goldman Sachs did not review individual credit files nor did it make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of FBHC, PNC or any of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the transactions would be obtained without any adverse effect on FBHC or PNC or on the expected benefits of the transactions in any way meaningful to its analysis. Goldman Sachs also assumed that the transactions would be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of FBHC to engage in the transactions or the relative merits of the transactions as compared to any strategic alternatives that may be available to FBHC; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders of FBHC common stock (other than PNC and its affiliates), as of September 5, 2025, of the merger consideration to be paid to such holders, taken in the aggregate, pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the transactions or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the transactions, including the fairness of the transactions to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of FBHC; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of FBHC or PNC, or class of such persons, in connection with the transactions, whether relative to the merger consideration to be paid to the holders of FBHC common stock (other than PNC and its affiliates), taken in the aggregate, pursuant to the Agreement or otherwise. At the FBHC board of directors’ direction, Goldman Sachs assumed that the FBHC Class A common stock and FBHC Class B common stock are identical for all purposes relevant to its analyses and its opinion. Goldman Sachs does not express any opinion with respect to the allocation of the aggregate merger consideration payable pursuant to the merger agreement, including among the holders of the various types of FBHC common stock pursuant to the merger agreement, or the relative fairness of the merger consideration to holders of either class of such FBHC common stock as compared with holders of the other class of such FBHC common stock. Goldman Sachs does not express any opinion as to the prices at which

 

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shares of PNC common stock will trade at any time or, as to the potential effects of volatility in the credit, financial and stock markets on FBHC, PNC or the transactions, or as to the impact of the transactions on the solvency or viability of FBHC or PNC or the ability of FBHC or PNC to pay their respective obligations when they come due. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the FBHC board of directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 4, 2025, the last trading day before the execution of the merger agreement, and is not necessarily indicative of current market conditions.

In performing the financial analyses described below and arriving at its opinion, Goldman Sachs calculated an implied value of the merger consideration of $1,070 per share of FBHC common stock based on the $207.36 closing share price of PNC common stock on September 4, 2025 and assuming a consideration mix of 3.6127 shares of PNC common stock (representing 70% of the merger consideration) per share of FBHC common stock and $321.18 in cash per share of FBHC common stock (representing 30% of the merger consideration).

Illustrative Discounted Dividend Analysis for FBHC on a Stand-Alone Basis. Using the FBHC Projections, Goldman Sachs performed an illustrative discounted dividend analysis for FBHC on a stand-alone basis, to derive a range of illustrative present values per share of the FBHC common stock, in each case on a stand-alone basis.

Using discount rates ranging from 10.0% to 13.0%, reflecting estimates of the cost of equity for FBHC on a stand-alone basis, Goldman Sachs derived a range of illustrative aggregate equity values for FBHC on a stand-alone basis by discounting to present value as of June 30, 2025, (a) the implied distributions to FBHC shareholders on a stand-alone basis over the period beginning June 30, 2025 through December 31, 2030 calculated using the FBHC Projections, which assumes distributions of capital in excess of the amount necessary to achieve a 10.0% Tier 1 Leverage capital target, and (b) a range of illustrative terminal values for FBHC as of December 31, 2030, calculated by applying illustrative price to earnings per share (“EPS”) multiples ranging from 10.0x to 12.0x to the estimate of FBHC’s terminal year net income on a stand-alone basis, as reflected in the FBHC Projections. Goldman Sachs derived the range of discount rates by application of the capital asset pricing model, which requires certain company-specific inputs, including FBHC’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for FBHC as well as certain financial metrics for the United States financial markets generally. To derive illustrative terminal values for FBHC, Goldman Sachs applied illustrative price to EPS multiples based on its professional judgment and experience taking into account the multiples it calculated as described below under “—Selected Public Companies Comparables Analysis.”

Utilizing the foregoing range of discount rates and terminal value multiples, Goldman Sachs derived an illustrative equity reference range of implied present values per share of FBHC common stock of approximately $957 to approximately $1,246 using the FBHC Projections.

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions in the banking industry since December 31, 2020. For each of the selected transactions,

 

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Goldman Sachs calculated and compared the implied equity value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s (i) tangible book value per share (“Price/TBV”) as of the last full fiscal quarter prior to the announcement of the applicable transaction, and (ii) estimated EPS for the first full fiscal year after the announcement of the applicable transaction (“Price/FY2 EPS”), in each case, based on information in public filings, press releases and investor relations documents. While none of the companies that participated in the selected transactions are directly comparable to FBHC, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of FBHC’s results, market sizes and product profile.

The following table presents the results of this analysis:

 

Announcement Date

Selected Transactions

Price/TBV

Price/FY2 EPS

Acquiror

Target

April 2025

Columbia Banking System, Inc.

Pacific Premier Bancorp, Inc.

0.99x

13.5x

May 2024

SouthState Corporation

Independent Bank Group, Inc.

1.48x

12.0x

September 2022

U.S. Bancorp

MUFG Union Bank, N.A.

1.30x

—

July 2021

Citizens Financial Group, Inc.

Investors Bancorp, Inc.

1.30x

11.3x

April 2021

New York Community Bancorp, Inc.

Flagstar Bancorp, Inc.

1.15x

9.3x

February 2021

M&T Bank Corporation

People’s United Financial, Inc.

1.64x

13.7x

Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of (i) Price/TBV multiples of 1.00x to 1.65x to FBHC’s tangible book value (“TBV”) for the quarter ended June 30, 2025 (the most recently completed fiscal quarter for which TBV information was publicly available), and (ii) Price/FY2 EPS multiples of 9.0x to 14.0x to FBHC’s 2026E Net Income, as reflected in the FBHC Projections, in each case to derive a range of implied values per share of FBHC common stock of $448 - $739 based on Price/TBV multiples and a range of implied values per share of FBHC common stock of $773 - $1,203 based on Price/FY2 EPS multiples.

Selected Public Companies Comparables Analysis. Goldman Sachs reviewed and compared certain financial information for FBHC to corresponding financial information and public market multiples for publicly traded companies in the banking industry listed below, which we refer to in this section of this proxy statement/prospectus as the “Selected Companies”.

Although none of the Selected Companies is directly comparable to FBHC, the Selected Companies were chosen because they are publicly traded companies with operations that, for purposes of analysis, may be considered similar to certain operations of FBHC.

Goldman Sachs calculated and compared various financial multiples and ratios based on financial and trading data as of September 4, 2025, information Goldman Sachs obtained from public filings and FactSet Research Systems Inc. (“FactSet”). With respect to each of the Selected Companies, Goldman Sachs calculated and compared its closing price per share, as of September 4, 2025, as a multiple of each of:

 

•

median consensus estimated EPS for calendar year 2026 published by FactSet; and

 

•

TBV per share as of the company’s most recently completed fiscal quarter for which TBV per share information was publicly available as of June 30, 2025.

 

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The multiples calculated by Goldman Sachs for the selected companies are as follows:

 

		Price/2026E EPS				Price/TBV
Prosperity Bancshares, Inc.			10.8x				1.6x
Atlantic Union Bankshares Corporation			9.5				2.0
BankUnited, Inc.			11.0				1.0
Hancock Whitney Corporation			10.6				1.6
Banc of California, Inc.			10.3				1.0
United Bankshares, Inc.			11.8				1.7
Commerce Bancshares, Inc.			14.1				2.4
Fulton Financial Corporation			9.4				1.4
Texas Capital Bancshares, Inc.			12.5				1.2
Glacier Bancorp, Inc.			16.1				2.5
United Community Banks, Inc.			11.8				1.6
WesBanco, Inc.			8.6				1.6
First Interstate BancSystem, Inc.			12.3				1.5
WaFd, Inc.			10.1				1.1
Simmons First National Corporation			10.7				1.2
Ameris Bancorp			12.3				1.8
Renasant Corporation			11.7				1.7
Eastern Bankshares, Inc.			8.7				1.4
Independent Bank Corp.			9.8				1.6
Axos Financial, Inc.			11.8				2.1
Provident Financial Services, Inc.			8.6				1.4
Mechanics Bancorp			17.1				1.7
First Hawaiian, Inc.			12.4				1.9
Cathay General Bancorp			10.1				1.4
Bank of Hawaii Corporation			13.6				2.0
Beacon Financial Corporation			7.2				1.2
Home Bancshares, Inc.			12.6				2.2
Customers Bancorp, Inc.			9.3				1.2
WSFS Financial Corporation			11.4				1.9
Top Quartile			12.4x				1.9x
Median			11.0x				1.6x
Bottom Quartile			9.7x				1.3x

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to FBHC or PNC or the transactions.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to FBHC board of directors as to the fairness from a financial point of view to the holders of FBHC common stock (other than PNC and its affiliates), as of September 5, 2025 and based upon and subject to the factors and assumptions set forth therein, of the merger consideration to be paid to such holders, taken in the aggregate, pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested

 

48

by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of FBHC, PNC, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arm’s-length negotiations between FBHC and PNC and was approved by the FBHC board of directors. Goldman Sachs provided advice to FBHC during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to FBHC or the FBHC board of directors or that any specific amount of consideration constituted the only appropriate consideration for the transactions.

As described above, Goldman Sachs’ opinion to the FBHC board of directors was one of many factors taken into consideration by FBHC board of directors in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

Goldman Sachs and its affiliates (collectively, “Goldman Sachs Affiliated Entities”) are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of FBHC, PNC, any of their respective affiliates and third parties, including affiliates of Mary Reisher, a significant shareholder of FBHC, and Nancy Reisher, a significant shareholder of FBHC (collectively, the “Significant Shareholders”) and any of their respective affiliates (collectively, “Relevant Parties”) or any currency or commodity that may be involved in the transaction contemplated by the merger agreement. Goldman Sachs acted as financial advisor to FBHC in connection with, and participated in certain of the negotiations leading to, the transactions. During the two-year period ended September 5, 2025, Goldman Sachs Investment Banking has not been engaged by FBHC or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs has provided certain financial advisory and/or underwriting services to PNC from time to time for which Goldman Sachs Investment Banking has received, and/or may receive, compensation, including having acted as book runner with respect to an investment grade bond offering in July 2025; as book runner with respect to an investment grade bond offering in October 2024, as book runner with respect to an investment grade bond offering in January 2024; and as book runner with respect to an investment grade bond offering in October 2023. During the two-year period ended September 5, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to PNC and/or its affiliates of less than $15 million in the aggregate. As of September 5, 2025, Goldman Sachs Investment Banking was not mandated by PNC and/or its Related Entities (as defined below) (excluding, if applicable, any Significant Shareholders and their other affiliates) to provide to any such person financial advisory and/or underwriting services. Goldman Sachs Investment Banking was not soliciting PNC and/or its Related Entities (excluding, if applicable, any Significant Shareholders and their other affiliates) to work on financial advisory and/or underwriting matters for any such persons on which it has not been mandated. During the two-year period ended September 5, 2025, Goldman Sachs Investment Banking has not been engaged by either Significant Shareholder or their respective affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. As of September 5, 2025, Goldman Sachs Investment Banking was not mandated by either Significant Shareholder and/or their respective affiliates (excluding FBHC and its subsidiaries) to provide to any such person financial advisory and/or underwriting services. Goldman Sachs Investment Banking was not soliciting either Significant Shareholder and/or their respective affiliates (excluding FBHC and its subsidiaries) to work on financial advisory and/or underwriting matters for any such persons on which it has not been mandated. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Relevant Parties and their respective affiliates for which Goldman Sachs Investment Banking may receive compensation.

 

49

As of September 5, 2025, Goldman Sachs Affiliated Entities had (i) no direct GS Principal Investment (as defined below) in FBHC and/or its Related Entities (as defined below) (excluding any Significant Shareholder and her other Related Entities), (ii) no direct GS Principal Investment in PNC and/or its Related Entities (excluding any significant shareholder and its other affiliates) and (iii) no direct GS Principal Investment in affiliates of either Significant Shareholder (but excluding FBHC or its other Related Entities).

On the public side of Goldman Sachs’ informational wall (the “Public Side”) and in the ordinary course of its various business activities, Goldman Sachs Affiliated Entities may also own equity securities in the Relevant Parties, and/or their respective affiliates arising from engaging in market making, trade execution, clearing, custody, margin lending and other similar financing transactions, securities lending, and related activities (including by acting as agent for third parties executing their transactions or as principal supplying liquidity to market participants, and any related hedging, other risk management or inventory management) (collectively, “Market Making Activities”), which positions change frequently. Regulatory, informational and operational barriers separate the Public Side from Goldman Sachs Investment Banking.

For purposes of this section of this proxy statement/prospectus, (x) Goldman Sachs relied on its books and records to (i) unless otherwise indicated, calculate all amounts and (ii) determine whether an entity is an affiliate, portfolio company, subsidiary or majority-owned subsidiary of another entity, and (y) the following terms have the definitions set forth below:

GS Principal Investments (including any associated commitments) are (i) direct balance sheet investments in equity interests or equity securities held by Goldman Sachs Affiliated Entities for its own account or (ii) direct investments in equity interests held by a fund managed by a Goldman Sachs Affiliated Entity which fund is primarily for the benefit of Goldman Sachs Affiliated Entities and/or its current and former employees and not third party clients. GS Principal Investments do not include equity interests arising from Market Making Activities, equity derivatives, convertible debt instruments, or warrants or equity kickers received in connection with senior secured loans, mezzanine loans, warehouse loans, preferred equity with a fixed rate of return or other similar types of financing transactions (which may also be subject to hedging or other risk-mitigating instruments). GS Principal Investments also do not include investments by funds managed by Goldman Sachs Affiliated Entities which funds are almost entirely for the benefit of third party clients (“GS Client Funds”), which funds can co-invest alongside, and/or make Investments in, the Relevant Parties or their respective Related Entities. As investment managers for GS Client Funds, Goldman Sachs Affiliated Entities are required to fulfill a fiduciary responsibility to GS Client Funds in making decisions to purchase, sell, hold or vote on, or take any other action with respect to, any financial instrument.

Related Entities are, as applicable, a person or entity’s subsidiaries, affiliates, portfolio companies and/or funds managed thereby.

The FBHC board of directors selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the transactions. Pursuant to a letter agreement dated February 4, 2022, FBHC engaged Goldman Sachs to act as its financial advisor in connection with the contemplated transaction. The engagement letter between FBHC and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $23 million, $3 million of which became payable at announcement of the transactions, and the remainder of which is contingent upon consummation of the transactions. FBHC may, in its sole discretion, also pay Goldman Sachs a discretionary fee of up to $2.6 million. In addition, FBHC has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

 

50

Opinion of Morgan Stanley & Co. LLC

FBHC first retained Morgan Stanley to provide it with financial advisory services in connection with a possible sale of FBHC, and, if requested by FBHC, a financial opinion with respect thereto. FBHC selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of the banking industry, market and regulatory environment and business and affairs of FBHC. Morgan Stanley rendered to the FBHC board of directors at its special meeting on September 5, 2025, its oral opinion, subsequently confirmed by delivery of a written opinion dated September 5, 2025, that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the merger consideration to be received by the holders of FBHC common stock pursuant to the merger agreement was fair from a financial point of view to such holders of FBHC common stock (other than PNC and its affiliates).

The full text of the written opinion of Morgan Stanley, dated September 5, 2025, is attached as Annex D and incorporated by reference into this document. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. Morgan Stanley’s opinion was directed to the FBHC board of directors and addresses only the fairness, from a financial point of view to the holders of FBHC common stock (other than PNC and its affiliates) of the merger consideration to be received by such holders pursuant to the merger agreement as of the date of the opinion. Morgan Stanley expressed no opinion or recommendation as to how any shareholder of FBHC should vote in connection with the merger agreement or the transactions contemplated thereby or whether to make any election or take any other action with respect to the merger agreement or the transactions contemplated thereby. In addition, Morgan Stanley’s opinion does not in any manner address the price at which PNC common stock will trade following the consummation of the transactions or at any time. The summary of Morgan Stanley’s opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion.

In connection with rendering its opinion, Morgan Stanley, among other things:

 

1)

reviewed certain publicly available financial statements and other business and financial information of FBHC and PNC, respectively;

 

2)

reviewed certain internal financial statements and other financial and operating data concerning FBHC;

 

3)

reviewed certain financial projections prepared by the management of FBHC;

 

4)

discussed the past and current operations and financial condition and the prospects of FBHC with senior executives of FBHC;

 

5)

discussed the past and current operations and financial condition and the prospects of PNC with senior executives of PNC;

 

6)

reviewed the reported prices and trading activity for PNC common stock;

 

7)

compared the financial performance of FBHC with that of certain publicly-traded companies comparable with FBHC, and their securities;

 

8)

reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

 

9)

participated in certain discussions and negotiations among representatives of FBHC and PNC and their financial and legal advisors;

 

10)

reviewed the merger agreement; and

 

11)

performed such other analyses reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.

 

51

Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by FBHC and PNC and formed a substantial basis for its opinion. With respect to the financial projections, Morgan Stanley assumed that it had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of the management of FBHC of the future financial performance of FBHC. In addition, Morgan Stanley assumed that the first step merger and the second step merger (together, the “mergers”) will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the mergers, taken together, shall qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the transactions, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the transactions. Morgan Stanley is not a legal, tax, or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessments of PNC and FBHC and their legal, tax, or regulatory advisors with respect to legal, tax, or regulatory matters. Morgan Stanley is not an not expert in the evaluation of allowance for credit losses, and it neither made an independent evaluation of the adequacy of the allowance for credit losses at FBHC or PNC, nor did it examine any individual loan credit files of FBHC or PNC nor was it requested to conduct such a review, and, as a result, Morgan Stanley assumed that the aggregate allowance for credit losses of FBHC and PNC were adequate. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the officers, directors or employees of FBHC or PNC, or any class of such persons, whether relative to the merger consideration or otherwise. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of FBHC or PNC, nor was it furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, September 5, 2025. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion. At the direction of the FBHC board of directors, Morgan Stanley assumed that the FBHC Class A common stock and FBHC Class B common stock are identical for all purposes relevant to Morgan Stanley’s analyses and its opinion and Morgan Stanley expressed no opinion as to the relative fairness of the merger consideration to holders of either class of FBHC common stock as compared with holders of the other class of such FBHC common stock or as to the allocation of the aggregate merger consideration among the holders of the various types of shares of FBHC common stock pursuant to the merger agreement. Morgan Stanley’s opinion did not address the relative merits of the transactions contemplated by the merger agreement as compared to other business or financial strategies that might be available to FBHC, nor did it address the underlying business decision of FBHC to enter into the merger agreement or proceed with any other transaction contemplated by the merger agreement. In addition, Morgan Stanley did not express any view on, and Morgan Stanley’s opinion did not address, any other term or aspect of the merger agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection therewith.

Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice. Morgan Stanley’s opinion was for the information of the FBHC board of directors in its capacity as such in connection with its consideration of the transactions.

Summary of Financial Analyses of Morgan Stanley

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated September 5, 2025. The various financial analyses summarized below were based on the closing price of PNC common stock and other information available as of September 4, 2025, the last full trading day preceding the day of the meeting of the board of directors of FBHC to consider, approve, adopt and authorize the merger agreement. Some of these summaries of financial analyses include information presented in tabular format. In order to fully

 

52

understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Furthermore, mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using the data referred to below.

In performing the financial analysis summarized below and arriving at its opinion, Morgan Stanley used and relied upon certain financial projections provided by FBHC’s management, referred to as the “FBHC Projections”. Morgan Stanley also calculated an implied value of the aggregate consideration payable in the transaction value of approximately $4,124 million in the aggregate as of September 4, 2025 (the “implied transaction value”), resulting in an implied value per share of FBHC common stock of $1,070, based on the sum of (A) the aggregate cash consideration of $1,237.5 million (the “cash consideration”) plus (B) the implied value of approximately 13.9 million shares of PNC common stock, of approximately $2,886 million, based on the $207.36 closing share price of PNC common stock on September 4, 2025. For purposes of analysis based on per share metrics, Morgan Stanley assumed 3,853,033 outstanding shares of FBHC common stock on a fully diluted basis, including shares of FBHC common stock issuable in respect of FBHC Series A preferred stock, as provided by management of FBHC.

Comparable Company Analysis

Morgan Stanley performed a public trading comparables analysis, which is designed to provide an implied trading value of a company by comparing it to selected companies with similar characteristics. Morgan Stanley compared certain financial information of FBHC with publicly available information for a group of selected companies. The selected companies were chosen based on Morgan Stanley’s knowledge of the industry and because these companies have businesses that may be considered similar to the business of FBHC.

The group of selected companies consisted of U.S. publicly-traded banks that had assets between 20 billion dollars and 30 billion dollars. The selected companies consisted of:

 

•

Ameris Bancorp

 

•

Axos Financial, Inc.

 

•

Bank of Hawaii Corporation

 

•

Cathay General Bancorp

 

•

Customers Bancorp, Inc.

 

•

Eastern Bankshares, Inc.

 

•

First Hawaiian, Inc.

 

•

First Interstate BancSystem, Inc.

 

•

Glacier Bancorp, Inc.

 

•

Home Bancshares, Inc.

 

•

Independent Bank Corp.

 

•

Provident Financial Services, Inc.

 

•

Renasant Corporation

 

•

Simmons First National Corporation

 

•

WaFd, Inc.

 

•

WesBanco, Inc.

 

53

•

WSFS Financial Corporation

 

•

United Community Banks, Inc.

In all instances, multiples were based on closing stock prices on September 4, 2025. For each of the following analyses performed by Morgan Stanley, financial and market data for the group of selected companies were based on the most recent publicly available information and mean equity research consensus estimates.

With respect to the group of selected companies, Morgan Stanley reviewed:

 

•

the ratio of price to estimated diluted earnings per share for calendar year 2025, based on publicly available estimates (“P/2025E EPS”);

 

•

the ratio of price to estimated diluted earnings per share for calendar year 2026, based on publicly available estimates (“P/2026E EPS”); and

 

•

the ratio of price to tangible book value per share (“P/TBV”).

The following table presents the results of this analysis:

 

Selected Companies

Bottom Quartile

Median

Average

Top Quartile

P/2025E EPS

11.9x

12.6x

13.3x

13.0x

P/2026E EPS

9.9x

11.5x

11.2x

12.3x

P/TBV

1.4x

1.6x

1.7x

1.9x

Based on the results of this analysis and its professional judgment, Morgan Stanley selected ranges of multiples as described in the table below and applied these ranges of multiples to the relevant financial statistics for FBHC to derive ranges of implied aggregate value for the transactions and an implied value per share of FBHC common stock as of September 5, 2025, as set forth below:

 

		FBHC Metric				Multiple Range				Implied Aggregate Transaction Value ($MM)				Implied Value Per share of FBHC common stock
P/2025E EPS		$	254				11.9x - 13.0x			$	3,023 - $3,302			$	784 - 857
P/2026E EPS		$	331				9.9x - 12.3x			$	3,277 - $4,071			$	850 - 1,057
P/TBV		$	1,726				1.4x - 1.9x			$	2,416 - $3,279			$	627 - 851

Morgan Stanley also performed a regression-based analysis based on Price/TBV versus estimated 2026 return on average tangible common equity for each of the selected companies. The range of estimated regression-based analysis implied values represents +/- 10% of the value implied by the regression line equation. Utilizing a 2026 return on average tangible common equity estimate for FBHC of 17.0%, as set forth in the FBHC Projections, the regression-implied value would be 1.8x Price/TBV and the low-end of the range of approximately $2,934 million represents the implied value if FBHC were valued at 1.7x of the value implied by the regression line and the high-end range of approximately $3,452 million represents the implied value if FBHC were valued at 2.0x of the value implied by the regression line.

Morgan Stanley compared the range of implied aggregate value with the implied transaction value of approximately $4,124 million.

No company used as a comparison in the comparable companies analysis is identical to FBHC. In evaluating the group of selected companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of FBHC and PNC, such as the impact of competition on the business of FBHC or the industry generally, industry growth and the absence of any material adverse change in the financial condition and prospects of FBHC or the industry or in the financial markets in general. Mathematical analysis, such as

 

54

determining the average or median, is not in itself a meaningful method of using peer group data. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Dividend Discount Analysis

Using the FBHC Projections for 2025 through 2030 and assuming that FBHC would make distributions of capital in excess of the amount necessary to achieve a 10.0% Tier 1 leverage ratio as directed by management of FBHC, Morgan Stanley performed a dividend discount analysis for FBHC on a standalone basis. Morgan Stanley calculated a range of implied values per share of FBHC common stock based on the sum of the discounted present values of (a) projected dividends on shares of FBHC common stock for the period July 1, 2025 through December 31, 2030 and (b) a projected terminal value of FBHC common stock as of December 31, 2030.

Morgan Stanley based its analysis on a range of terminal forward multiples of 10.5x to 12.5x to the terminal year 2031 estimated forward earnings, a range of discount rates of 9.3% to 11.3% (determined using the capital asset pricing model). Based on information provided by FBHC management, Morgan Stanley also assumed a 4.0% opportunity cost of cash and a 25% effective tax rate. Utilizing the foregoing range of discount rates and terminal value multiples, Morgan Stanley derived a range of implied aggregate transaction values of approximately $3,833 million to approximately $4,790 million and a range of implied present values per share of FBHC common stock of approximately $995 to approximately $1,234 using the FBHC Projections.

Morgan Stanley compared the range of implied aggregate value with the implied transaction value of approximately $4,124 million.

Precedent Transaction Analysis

Morgan Stanley performed a precedent transactions analysis, which attempts to imply a value of a company based on publicly available financial terms of selected transactions. Morgan Stanley reviewed the publicly available financial information for certain bank transactions announced between January 1, 2024 and September 4, 2025 with a transaction value greater than $1 billion. The transactions reviewed and the date that each transaction was announced were as follows:

 

Acquiror		Target		Announcement Date
Huntington Bancshares Incorporated		Veritex Holdings, Inc.		July 2025
Columbia Banking System, Inc.		Pacific Premier Bancorp, Inc.		April 2025
Berkshire Hills Bancorp, Inc.		Brookline Bancorp, Inc.		December 2024
Old National Bancorp		Bremer Financial Corporation		November 2024
Atlantic Union Bankshares Corporation		Sandy Spring Bancorp, Inc.		October 2024
Renasant Corporation		The First Bancshares, Inc.		July 2024
SouthState Corporation		Independent Bank Group, Inc.		May 2024
UMB Financial Corporation		Heartland Financial USA, Inc.		April 2024

For purposes of this analysis, based on publicly available financial information, Morgan Stanley analyzed the multiple of price to forward estimated diluted earnings per share (“Price/Forward EPS”) and the multiple of price to tangible book value per share, or Price/TBV, for each of the target companies in the selected transactions. The following table presents the results of this analysis:

 

Precedent Transactions

Bottom Quartile

Median

Top Quartile

Price/Forward EPS

9.9x

12.8x

13.6x

P/TBV

1.1x

1.4x

1.5x

 

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The selected precedent transactions varied significantly based upon company scale, business risks, growth prospects and geography, as well as prevailing market trends. Based on its experience and professional judgment, and taking into consideration, among other things, the prevailing market trends for the valuation and performance of companies in FBHC’s industry at the time of each transaction as compared to the current prevailing market trends, Morgan Stanley selected ranges of multiples and applied these ranges of multiples to the relevant financial statistics for FBHC.

Based on the results of this analysis and its professional judgment, Morgan Stanley selected ranges of multiples as described in the table below and applied these ranges of multiples to the relevant financial statistics for FBHC in the FBHC Projections to derive ranges of implied aggregate value for the Transaction and an implied value per share of FBHC common stock as of September 5, 2025, as set forth below:

 

		FBHC Metric				Multiple Range				Implied Aggregate Transaction Value ($MM)				Implied Value Per share of FBHC common stock
Price/Forward EPS		$	331				9.9x - 13.6x			$	3,277 - $4,502			$	850 - $1,168
P/TBV		$	1,726				1.1x - 1.5x			$	1,899 - $2,589			$	493 - $672

Morgan Stanley compared these ranges of implied aggregate value with the implied transaction value of approximately $4,124 million.

No company or transaction used in the precedent transactions analysis is identical to FBHC or the transactions. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of FBHC and PNC, such as the impact of competition on the business of FBHC or the industry generally, industry growth and the absence of any material adverse change in the financial condition and prospects of FBHC or the industry or in the financial markets in general. Mathematical analysis, such as determining the average or median, is not in itself a meaningful method of using the precedent transactions data. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

General

In connection with the review of the transactions by the FBHC board of directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of FBHC. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Many of these assumptions are beyond the control of FBHC and PNC. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness of the Consideration pursuant to the merger agreement from a financial point of view to holders of shares of FBHC common stock (other than PNC and its affiliates) and in connection with the delivery of its opinion to the FBHC board of directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of FBHC

 

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common stock or PNC common stock might actually trade. The merger consideration was determined through arm’s-length negotiations between FBHC and PNC and was approved by the FBHC board of directors. Morgan Stanley provided advice to FBHC during these negotiations. Morgan Stanley did not, however, recommend any specific form, mix or amount of merger consideration to FBHC, or that any specific form, mix or amount of merger consideration constituted the only appropriate merger consideration for the transactions.

Morgan Stanley’s opinion and its presentation to the FBHC board of directors was one of many factors taken into consideration by the FBHC board of directors in deciding to approve, adopt and authorize the merger agreement and approve the transactions contemplated thereby. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the FBHC board of directors with respect to the Consideration or of whether the FBHC board of directors would have been willing to agree to different merger consideration.

The FBHC board of directors retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of PNC, FBHC or any other company, or any currency or commodity, that may be involved in the Transaction, or any related derivative instrument. As of September 5, 2025, Morgan Stanley and its affiliates held, on a proprietary basis, no FBHC common stock and less than 1% of the outstanding PNC common stock.

Under the terms of its engagement letter, Morgan Stanley provided FBHC financial advisory services and a financial opinion in connection with the Transaction, and FBHC agreed to pay Morgan Stanley a fee of approximately $23 million, $3 million of which became payable upon the delivery of Morgan Stanley’s opinion and the remainder of which is contingent upon completion of the transactions. FBHC may, in its sole discretion, also pay Morgan Stanley an additional discretionary fee of up to $2.6 million, contingent upon the closing of the transactions. FBHC has also agreed to reimburse Morgan Stanley for its reasonable expenses incurred in performing its services. In addition, FBHC has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Morgan Stanley’s engagement.

In the two years prior to the date of its opinion, Morgan Stanley and its affiliates provided financing and other financial services for PNC and have received fees for the rendering of these services of between $10 and $20 million. Morgan Stanley and its affiliates did not receive any fees from FBHC for financial advisory or financing services in the two years prior to the date of its opinion. Morgan Stanley may seek to provide financial advisory and financing services to PNC, FBHC, and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

Certain Unaudited Prospective Financial Information

FBHC does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance, revenues, earnings, financial condition or other results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates. However, in connection with FBHC’s evaluation of the mergers, FBHC is including in this proxy statement/prospectus certain limited unaudited prospective financial information (which we refer to collectively as the “projections”) for FBHC that was made available as described below. The prospective financial information is included in this proxy statement/prospectus to give FBHC

 

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shareholders access to certain information provided to FBHC and its board of directors and provided to and approved for us by both Goldman Sachs and Morgan Stanley, FBHC’s financial advisors, for the purposes of performing their financial analyses in connection with their respective opinions, in each case, as described in this proxy statement/prospectus.

The projections were not prepared with a view toward public disclosure. As a result, the inclusion of the projections in this proxy statement/prospectus should not be regarded as an indication that PNC, FBHC or any other recipient of the projections considered, or now considers, them to be necessarily predictive of actual future results, or that they should be construed as financial guidance, and they should not be relied on as such. This information was prepared solely for internal use (other than publicly available consensus Wall Street estimates, or “street estimates”) and is subjective in many respects. The projections were prepared based on the information available to the preparers at the time of their preparation. While presented with numeric specificity, the projections reflect numerous estimates and assumptions made with respect to business, economic, market, competition, regulatory and financial conditions and matters specific to FBHC’s businesses, all of which are difficult to predict and many of which are beyond FBHC’s control. In addition, since the projections cover multiple years, such information by its nature becomes subject to greater uncertainty with each successive year.

The projections also reflect assumptions as to certain business decisions that are subject to change. The projections reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the projections constitute forward-looking information and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such prospective information, including, but not limited to, FBHC’s performance, industry performance, general business and economic conditions, customer requirements, competition, adverse changes in applicable laws, regulations or rules. For other factors that could cause the actual results to differ from the results forecasted in the projections, please see the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement/prospectus.

The projections were not prepared with a view toward public disclosure or toward complying with GAAP, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The projections included in this proxy statement/prospectus have been prepared by, and are the responsibility of, FBHC’s management. Neither Ernst & Young LLP nor PricewaterhouseCoopers LLP have audited, reviewed, examined, compiled, or applied agreed-upon procedures with respect to the accompanying projections and, accordingly, neither Ernst & Young nor PricewaterhouseCoopers LLP expresses an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this proxy statement/prospectus relates to PNC’s previously issued financial statements. It does not extend to the projections and should not be read to do so.

Furthermore, the projections do not take into account any circumstances or events occurring after the date they were prepared, including the transactions contemplated by the merger agreement or the possible financial and other effects on FBHC of the mergers, and do not attempt to predict or suggest future results of the combined company following the mergers or give effect to the mergers, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with consummating the mergers, the potential synergies that may be achieved by the combined company as a result of the mergers, the effect on FBHC of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the mergers.

Neither PNC nor FBHC or any of their respective advisors can give any assurance that, had the projections been prepared either as of the date of the merger agreement or as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Further, the projections do not take into account the effect of

 

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any possible failure of the mergers to occur. None of PNC, FBHC, Goldman Sachs or Morgan Stanley, nor any of their affiliates or representatives, intends to, and each of them disclaims any obligation to, update, revise or correct the projections if they are or become inaccurate (even in the short term). The inclusion of the projections herein should not be deemed an admission or representation by PNC or FBHC that they are viewed by PNC or FBHC as material information of PNC or FBHC, respectively, particularly in light of the inherent risks and uncertainties associated with such projections. None of PNC, FBHC, Goldman Sachs or Morgan Stanley, nor their respective affiliates or representatives, has made, makes or is authorized in the future to make any representation to any shareholder of PNC or FBHC or other person regarding FBHC’s ultimate performance compared to the information contained in the projections or that the forecasted results will be achieved. The projections included below are being provided because they were made available to and considered by Goldman Sachs and Morgan Stanley, FBHC and FBHC’s board of directors in connection with the mergers.

In light of the foregoing, and considering that the special meeting will be held several months after the projections were prepared, as well as the uncertainties inherent in any forecasted information, FBHC shareholders are strongly cautioned not to place unwarranted reliance on such information, and FBHC shareholders are urged to review the financial information of FBHC included in this proxy statement/prospectus. See “Where You Can Find More Information.”

Certain Projections Regarding FBHC

The following table includes certain unaudited financial projections for FBHC, provided at the direction of FBHC’s board of directors, by FBHC management to Goldman Sachs and Morgan Stanley and used by Goldman Sachs and Morgan Stanley in the financial analyses performed in connection with Goldman Sachs’s and Morgan Stanley’s opinions, as directed and approved by FBHC management:

 

		2025E				2026E				2027E				2028E				2029E				2030E
Net Income (Millions)		$	254			$	331			$	419			$	440			$	462			$	485
Average Adjusted Assets (Billions)		$	27.5			$	28.5			$	29.4			$	30.8			$	32.4			$	34.0
ROTCE							17.0	%

Interests of FBHC’s Directors and Executive Officers in the Mergers

For purposes of this registration statement, the executive officers of FBHC are: (1) Kevin T. Classen, Director and Chief Executive Officer; (2) Kelly Kaminskas, Chief Operating Officer; (3) John Markovich, Chief Credit Officer; (4) Jennifer Payne, Chief Risk Officer; (5) Adam Sands, Chief Banking Officer; and (6) D. Todd Vanosdoll, Chief Financial Officer.

Under the merger agreement, the executive officers of FBHC will receive the same merger consideration for their shares of FBHC common stock as other FBHC shareholders. In considering the recommendation of the FBHC board of directors that FBHC shareholders vote in favor of the proposal to approve the merger agreement, FBHC shareholders should be aware that the directors and executive officers of FBHC have certain interests in the transactions that are or may be different from, or in addition to, the interests of FBHC shareholders generally. The FBHC board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by it, and in making their recommendation that FBHC shareholders approve and adopt the merger agreement. For further information, see “The Mergers — Background of the Mergers” and “The Mergers — FBHC’s Reasons for the Mergers; Recommendation of FBHC’s Board of Directors.” These interests are described in more detail below, and certain of them are quantified in the narrative below.

Treatment of FBHC Equity Awards

At the effective time of the mergers, (i) each FBHC RSU granted prior to September 5, 2025 that is not a deferred FBHC RSU will vest in full and be converted into the right to receive a number of shares of PNC common stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of

 

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FBHC common stock or FBHC Series A preferred stock, as applicable, subject to such FBHC RSU immediately prior to the effective time multiplied by (y) the exchange ratio, subject to applicable withholdings or deductions under applicable law, and (ii) each FBHC RSU that is granted following September 5, 2025 and each deferred FBHC RSU, whether previously vested or unvested, will be converted into a restricted stock unit denominated in a number of shares of PNC common stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of FBHC common stock subject to the FBHC RSU immediately prior to the effective time multiplied by (y) the exchange ratio, and otherwise generally subject to the same terms and conditions as were applicable to the FBHC RSU as of the effective time. Additionally, the holder of any deferred FBHC RSU will receive (without interest) an amount in cash equal to any accrued and unpaid dividend equivalents that are payable pursuant to the terms of the deferred FBHC RSU.

The estimated aggregate amount that would be realized by the six executive officers in respect of their unvested FBHC RSUs if the mergers were completed on September 26, 2025 is approximately $8,631,928, and the estimated aggregate amount that would be realized by the eight non-employee members of the FBHC board of directors who hold unvested FBHC RSUs in respect of their unvested FBHC RSUs if the mergers were completed on September 26, 2025 is approximately $3,909,551. The amounts in this paragraph were determined using equity awards outstanding as of September 26, 2025 and a price per share of FBHC common stock or FBHC Series A preferred stock, as applicable, of $1,051.52. These amounts do not attempt to forecast any additional equity award grants, issuances or forfeitures that may occur prior to the effective time of the mergers following the date of this registration statement. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts to be received by FBHC’s non-employee directors and executive officers may materially differ from the amounts set forth above.

2026 Long-Term Incentive Award Grants

In accordance with the merger agreement, because closing cannot occur prior to January 1, 2026, FBHC may, in the ordinary course of business and consistent with past practice, make 2026 annual long-term incentive award grants to employees of FBHC and its subsidiaries, including the executive officers, in the form of FBHC RSUs having an aggregate grant date value not to exceed $15 million (the “Interim Period Rollover RSUs”). The terms and conditions of the Interim Period Rollover RSUs will be substantially similar to FBHC’s past practice for grants of FBHC RSUs granted in fiscal year 2025, except that the Interim Period Rollover RSUs (x) may provide for full vesting upon a termination without cause or due to death or disability, or a resignation for good reason following the effective time of the mergers and (y) will not be eligible for deferral under FBHC’s deferred compensation plan or otherwise. As described above, at the effective time of the mergers, each FBHC RSU that is granted following September 5, 2025, including the Interim Period Rollover RSUs, whether previously vested or unvested, will be converted into a restricted stock unit denominated in a number of shares of PNC common stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of FBHC common stock subject to the FBHC RSU immediately prior to the effective time multiplied by (y) the exchange ratio, and otherwise generally subject to the same terms and conditions as were applicable to the FBHC RSU as of the effective time.

Change in Control Severance Plan

Each of the executive officers participates in FBHC’s Change in Control Severance Plan (the “Severance Plan”), which provides severance benefits to participating employees of FBHC upon certain qualifying terminations of employment in connection with a change of control (like the mergers) based on their predetermined status as “Tier 1” or “Tier 2” participant. Each executive officer has been designated as a “Tier 1” participant in the Severance Plan.

Under the Severance Plan, upon a termination of employment by FBHC without cause or by the executive officer for good reason (each, a “qualifying event”), in either case, during the period commencing on a change in control and ending on the first anniversary thereof, each executive officer of FBHC is eligible to receive: (i) a lump sum cash payment equal to two times the officer’s base salary; (ii) any earned but unpaid annual bonus for

 

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the year prior to termination based on the actual level of performance; (iii) a prorated annual bonus for the year in which termination occurs based on the target level of performance; and (iv) continued participation in group medical, dental and vision plans upon substantially the same terms and conditions (including contributions required by the employee) for up to 18 months following termination. The cash amounts contemplated by clauses (i) through (iii) of the preceding sentence are payable on the first regularly scheduled payroll occurring more than 60 days after termination. The foregoing severance benefits are contingent upon execution and non-revocation of a release of claims.

The estimated aggregate value of the severance payments and benefits under the Severance Plan that the executive officers would receive if the mergers were to be completed and such executive officers experienced a qualifying event on September 26, 2025 is approximately $7,837,000.

Retention Letters

Each of the executive officers is party to a retention bonus letter with FBHC pursuant to which the executive officer is eligible to receive a cash retention bonus. Fifty percent of the retention bonus will be earned on the closing and the remaining fifty percent will be earned on the three month anniversary thereof (each such date, a “Vesting Date”), subject in each case to the executive officer’s continued employment through the applicable date, and will be paid on or within 30 days of the Vesting Date. Notwithstanding the foregoing, if an executive officer’s employment with FBHC terminates before a Vesting Date due to a termination by FBHC without cause or by the executive officer for good reason, subject to execution and non-revocation of a release of claims, any unvested portion of the bonus will be paid to the executive officer on the first payroll date that is at least 60 days following the termination of their employment. The aggregate value of the retention bonuses payable to the executive officers is $1,959,000.

Bonus Actions

Pursuant to the FBHC Change in Control One-Time Bonus Plan, each employee of FBHC immediately prior to the effective time of the mergers (including the executive officers) having at least three months of continuous services with FBHC is eligible to earn a one-time cash bonus in an amount equal to $5,000, less applicable deductions and withholdings, subject to continued employment through the three month anniversary of the effective time. Notwithstanding the foregoing, in the event of a termination by FBHC without cause after the effective time of the mergers but prior to the three month anniversary thereof, the recipient will receive the one-time bonus.

In accordance with the merger agreement, FBHC may pay at or as soon as reasonably practicable following the effective time of the mergers (but no later than the first regular payroll date that is at least five business days following the effective time) pro-rated annual bonuses to FBHC employees (including the executive officers) in respect of the fiscal year in which the closing occurs equal to the product of (i) the employee’s annual bonus for such year calculated based on actual performance results through the closing and (ii) a fraction, the numerator of which is the number of days in such fiscal year elapsed through the closing date and the denominator of which is the total number of days in such fiscal year, without duplication of any prorated bonus payment to which an employee is entitled under an applicable severance or other plan or agreement.

Offer Letters with PNC

In connection with the mergers, PNC entered into offer letters with each of Kevin Classen, the Chief Executive Officer of FBHC, Kelly Kaminskas, the Chief Operating Officer of FBHC, Adam Sands, the Chief Banking Officer of FBHC, and John Markovich, the Chief Credit Officer of FBHC, to become effective subject to and contingent upon the consummation of the merger. Prior to the effective time of the mergers, PNC may also initiate discussions regarding employment or other retention terms and may enter into definitive agreements regarding employment or retention for other FBHC employees (including other executive officers).

 

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Pursuant to the offer letter with Mr. Classen, he will have the title of Regional President, Colorado, and Territory Leader, Mountain States, with (i) an annual base salary equal to $1,450,000 through the end of 2026 and reduced to $500,000 commencing in 2027, (ii) for 2026, a cash incentive award equal to the target opportunity provided by FBHC and a long-term incentive award in the form of PNC restricted stock units (“PNC RSUs”) with a grant date value equal to his 2026 base salary (if FBHC has not previously granted him an equity award in 2026 prior to closing) and (iii) for 2027, total incentive compensation opportunities under the applicable PNC plan with a target total incentive opportunity of $1,250,000. In addition, in order to retain and incentivize Mr. Classen, he will be granted a PNC RSU award with a grant date value of $5,000,000 that will vest ratably over the five-year period following the grant date subject to terms to be determined by PNC, which may include time- and/or performance-based vesting conditions, as set forth in the applicable award agreement.

Pursuant to the offer letter with Ms. Kaminskas, she will have the title of Chief Operating Officer of the banking operations of FBHC, with (i) an annual base salary equal to $650,000 through the end of 2026 and reduced to $350,000 commencing in 2027, (ii) for 2026, a cash incentive award equal to the target opportunity provided by FBHC and a PNC RSU award with a grant date value equal to her 2026 base salary (if FBHC has not previously granted her an equity award in 2026 prior to closing) and (iii) for 2027, total incentive compensation opportunities under the applicable PNC plan with a target total incentive opportunity of $500,000. In addition, in order to retain and incentivize Ms. Kaminskas, she will be granted (i) a cash retention award with an aggregate value of $1,000,000 that will vest ratably in two equal installments, with the first installment vesting on January 1, 2027 and the second installment vesting on the first anniversary of the date on which the conversion of FBHC’s banking systems to PNC’s banking systems is complete, and (ii) a PNC RSU award with an aggregate value of $1,000,000 that will vest over the three-year period following the grant date subject to terms to be determined by PNC, which may include time- and/or performance-based vesting conditions, as set forth in the applicable award agreement.

Pursuant to the offer letter with Mr. Sands, he will have the title of Chief Market Executive for the Mountain Territory, with (i) an annual base salary equal to $600,000 through the end of 2026 and reduced to $450,000 commencing in 2027, (ii) for 2026, a cash incentive award at least equal to the target opportunity currently provided by FBHC and a PNC RSU award with a grant date value equal to $600,500 (if FBHC has not previously granted him an equity award in 2026 prior to closing) and (iii) for 2027, total incentive compensation opportunities under the applicable PNC plan with a target total incentive opportunity of $650,000.

Pursuant to the offer letter with Mr. Markovich, he will have the title of Head of Regional Commercial Real Estate Credit Products, with (i) an annual base salary equal to $323,200 through the end of 2026 and reduced to $230,000 commencing in 2027, (ii) for 2026, a cash incentive award at least equal to the target opportunity currently provided by FBHC and a PNC RSU award with a grant date value equal to $210,450 (if FBHC has not previously granted him an equity award in 2026 prior to closing) and (iii) for 2027, total incentive compensation opportunities under the applicable PNC plan with a target total incentive opportunity of $320,000.

The offer letters also provide that as soon as practicable following the closing, each of Messrs. Classen, Sands and Markovich and Ms. Kaminskas will be entitled to receive their cash severance compensation under the Severance Plan (as described above) subject to a release of claims. In connection with entering into the offer letters, each of Messrs. Classen, Sands and Markovich and Ms. Kaminskas agreed to certain restrictive covenants, including a confidentiality provision and a customer non-solicitation restriction.

Further Actions

FBHC may implement certain strategies to mitigate any adverse tax consequences under Sections 280G or 4999 of the Code that would reasonably be expected to arise in connection with the transactions contemplated by the merger agreement. If FBHC determines that it is reasonably likely that the closing will occur in 2026, FBHC and its subsidiaries may accelerate into 2025 the vesting and/or payment of the following categories of compensation that is scheduled to vest or be paid in 2026: (i) paying all or a portion of annual bonuses that are

 

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expected to be payable in 2026 in respect of the 2025 bonus year (to the extent permitted under Section 409A of the Code); (ii) accelerating the vesting of the FBHC RSUs so that they vest and settle in calendar year 2025 (to the extent permitted under Section 409A of the Code); and (iii) paying out accrued vacation or paid time off.

Indemnification Insurance

Under the terms of the merger agreement, from and after the effective time of the merger, PNC will indemnify and hold harmless, and advance expenses as incurred by, FBHC’s directors, officers or employees, in each case to the extent (subject to applicable law) FBHC’s directors, officers or employees are indemnified or entitled to advancement of expenses by FBHC under the FBHC articles of incorporation and the FBHC bylaws, the governing or organizational documents of any FBHC subsidiary or any indemnification agreements in existence as of the date of the merger agreement, for costs, expenses, judgments, fines, losses, damages and liabilities arising out of the fact that such person is or was a director, officer or employee of FBHC or any of its subsidiaries. In addition, for a period of six years after the effective time of the merger, PNC will cause to be maintained in effect the current policies of directors’ and officer’s liability insurance maintained by FBHC or may obtain a six-year “tail” policy under FBHC’s existing directors and officers insurance policy. However, PNC is not obligated to spend for such directors and officers insurance, on an annual basis, or for such “tail” policy, an amount in excess of 300% of the current annual premium paid by FBHC as of the date of the merger agreement. This indemnification and insurance coverage is further described in the section entitled “The Merger Agreement — Director and Officer Indemnification and Insurance.”

Regulatory Approvals Required for the Mergers

To complete the mergers, PNC and FBHC need to obtain approvals or consents from, or make filings with, applicable U.S. federal and state bank regulatory authorities and other regulatory authorities. Subject to the terms of the merger agreement, PNC and FBHC have agreed to cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and in the case of the applications, notices, petitions and filings to the Federal Reserve, the OCC and the CDB, use their reasonable best efforts to make them within ten (10) days of the date of the merger agreement, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the mergers), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities. These include the approvals from the Federal Reserve, the OCC and the CDB. In furtherance of the foregoing, each of PNC and FBHC has agreed to promptly respond to any request for information and take such action and resolve any objection that may be required or asserted by any governmental entity with respect to the merger agreement or the transactions contemplated thereby.

Under the terms of the merger agreement, nothing in the merger agreement will be deemed to require PNC to take any action, or commit to take any action, or agree to any condition or restriction that would, individually or in the aggregate, result in a material adverse effect on PNC and its subsidiaries (measured on a pro forma basis giving effect to the transactions contemplated in the merger agreement).

The regulatory approval of an application means only that the regulatory criteria for approval have been satisfied or waived. It does not mean that the approving authority has determined that the consideration to be received by FBHC shareholders in the mergers is fair. Regulatory approval does not constitute an endorsement or recommendation of the mergers by the applicable regulatory agency.

PNC and FBHC believe that the mergers do not raise significant regulatory concerns and that they will be able to obtain all requisite regulatory approvals. However, there can be no assurance that all regulatory approvals will be obtained and, if obtained, there can be no assurances regarding the timing of the approvals or the companies’ ability to obtain the approvals on satisfactory terms. In addition, there can be no assurance that such

 

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approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to result in a materially burdensome condition or to have a material adverse effect on the financial condition, results of operations, assets or business of PNC following the completion of the mergers.

Federal Reserve and the OCC

The mergers are subject to the approval of the Federal Reserve under Section 3 of the BHC Act. The bank merger is subject to the approval of the OCC under section 18(c) of the Federal Deposit Insurance Act (the “Bank Merger Act”) and Sections 215a-1, 1828(c) and 1831u of the National Bank Act (12 U.S.C. §§ 215a-1, 1828(c) and 1831u) and 12 C.F.R. part 5. In connection with the bank merger, PNC Bank, National Association is also applying for the OCC’s approval to operate FirstBank’s main office and branches as licensed branches of PNC Bank, National Association under the Bank Merger Act, Sections 36(d) and 1831u(d) of the National Bank Act (12 U.S.C. §§ 36(d) and 1831u(d)), and 12 U.S.C. § 1831u(d); and to acquire the subsidiaries of FirstBank and operate them as operating subsidiaries of PNC Bank, National Association, under 12 U.S.C. §§ 24 and 24a, all in accordance with 12 C.F.R. part 5.

The Federal Reserve and the OCC take into consideration a number of factors when acting on applications under the BHC Act and the Bank Merger Act and National Bank Act, respectively. These factors include the effect of the mergers on competitiveness in affected banking markets, the financial and managerial resources (including consideration of the capital adequacy, liquidity and earnings performance, as well as the competence, experience and integrity of the directors and officers, and the records of compliance with applicable laws and regulations) and future prospects of the combined company. The Federal Reserve and the OCC also consider the effectiveness of the applicant in combatting money laundering, the convenience and needs of the communities to be served, as well as the extent to which the proposal would result in greater or more concentrated risks to the stability of the U.S. banking or financial system.

In considering an application under the respective provisions of the BHC Act, the Bank Merger Act and the National Bank Act, the Federal Reserve and the OCC also review the records of performance of the relevant insured depository institutions under the Community Reinvestment Act (the “CRA”), pursuant to which the Federal Reserve and the OCC must also take into account the record of performance of each of PNC and FBHC in meeting the credit needs of the respective communities, including low- and moderate-income neighborhoods, served by PNC Bank, National Association and FirstBank. As part of the application review process in merger transactions, the Federal Reserve and the OCC each may receive comment letters from members of the public. In their most recent CRA performance evaluations, each of PNC Bank, National Association and FirstBank received an overall “outstanding” regulatory rating under the CRA.

In addition, in connection with an interstate merger transaction, the Federal Reserve and the OCC consider certain additional factors under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (12 U.S.C. § 1831u) (the “Riegle-Neal Act”), including the relevant state laws regarding the minimum age of the bank to be acquired, the concentration of deposits on a nationwide and statewide basis, and compliance with any applicable state community reinvestment and antitrust laws. Under the Riegle-Neal Act, the OCC may approve an interstate bank merger transaction only if each constituent bank is adequately capitalized at the time the application for such transaction is filed with the OCC, and the OCC determines that the resulting bank will be well capitalized and well managed upon the consummation of the transaction. Similarly, under the Riegle-Neal Act, the Federal Reserve may approve an interstate merger transaction only if the acquiring bank holding company is well capitalized and well managed and meets certain other requirements.

The initial submission of the applications to the OCC and Federal Reserve occurred on September 15, 2025.

The Colorado Division of Banking; Additional Regulatory Approvals and Notices

The bank merger is also subject to the approval of the CDB under Co. Rev. Stat. § 11-104-202, for PNC Bank, National Association to obtain certification as an out-of-state bank holding company to acquire FBHC and thereby acquire control of FirstBank. The filing of the application to the CDB occurred on September 15, 2025.

 

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Additional notifications and/or applications requesting approval may be submitted to various other federal, state and non-U.S. regulatory authorities and self-regulatory organizations.

United States Department of Justice

In addition to the Federal Reserve and the OCC, the Antitrust Division of the U.S. Department of Justice (“DOJ”) conducts a concurrent competitive review of the mergers to analyze the mergers’ competitive effects and determine whether the mergers comply with the antitrust laws. Transactions approved under Section 3 of the BHC Act or the Bank Merger Act generally may not be completed until thirty (30) days after the approval of the applicable federal agency is received, during which time the DOJ may challenge the transaction on antitrust grounds. With the approval of the applicable federal agency and the concurrence of the DOJ, the waiting period may be reduced to no less than fifteen (15) days. The commencement of an antitrust action would stay the effectiveness of such an approval unless a court specifically ordered otherwise. In reviewing the mergers, the DOJ could analyze the mergers’ effect on competition differently than the Federal Reserve and OCC and, thus, it is possible that the DOJ could reach a different conclusion than the Federal Reserve or the OCC regarding the mergers’ effects on competition. A determination by the DOJ not to object to the mergers may not prevent the filing of antitrust actions by private persons or state attorneys general.

Public Trading Markets

PNC common stock is listed for trading on the NYSE under the symbol “PNC.” Following the mergers, shares of PNC common stock will continue to be listed for trading on the NYSE.

Under the merger agreement, PNC will cause the shares of PNC common stock to be issued in the mergers to be approved for listing on the NYSE, subject to official notice of issuance, prior to the effective time of the first step merger. The merger agreement provides that neither PNC nor FBHC will be required to complete the mergers if such shares are not authorized for listing on the NYSE.

Appraisal or Dissenters’ Rights in the Mergers

Under applicable Colorado law concerning dissenting shareholder appraisal rights, holders of FBHC Class B common stock have the right to demand appraisal of their shares of FBHC Class B common stock and obtain payment in cash for the fair value of their shares, but only if they perfect their dissenters’ rights of appraisal and comply with Article 113 of the CBCA attached to this proxy statement/prospectus as Annex E.

Summarized below are the dissenters’ rights of the holders of FBHC Class B common stock and the statutory procedures required to be followed in order to perfect such rights. Article 113 of the CBCA governs dissenters’ rights under the CBCA. The following summary is qualified in its entirety by reference to Article 113 of the CBCA, which should be reviewed carefully by holders of FBHC Class B common stock. Failure to comply strictly with all conditions for asserting rights as a dissenting shareholder, including the time limits, will result in loss of such dissenters’ rights by the dissenting shareholder.

The merger agreement provides that shares of FBHC Class B common stock that are outstanding immediately prior to the consummation of the mergers and have not been voted in favor of, or consented to, the mergers will not be entitled to receive shares of PNC common stock if the holder of the shares validly exercises and perfects statutory appraisal rights with respect to the shares. However, the shares will be automatically converted into the right to receive the merger consideration on the same basis that all other shares of FBHC Class B common stock are converted in the mergers when and if the holder of those shares withdraws his, her or its demand for appraisal or otherwise becomes legally ineligible to exercise appraisal rights.

If you are a participant or beneficiary of the FBHC ESOP, you will be entitled to direct the Independent Fiduciary of the FBHC ESOP charged with administering the vote of your Allocated ESOP Class B Shares.

 

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Notwithstanding the voting directions given by participants or beneficiaries in the FBHC ESOP, the Independent Fiduciary may, if it deems it necessary in the performance of its duties under ERISA, elect to vote all Allocated ESOP Class B Shares against the mergers and exercise dissenter’s rights with respect to all Allocated ESOP Class B Shares.

Any holder of FBHC Class B common stock who wishes to exercise dissenter’s appraisal rights under Article 113 of the CBCA or who wishes to preserve his, her or its right to do so should review Article 113 of the CBCA carefully. Failure to comply with the procedures set forth therein will result in the loss of such rights.

Under Article 113 of the CBCA, you must follow the procedures set forth in Section 7-113-204 of the CBCA to receive a cash payment of the fair value of those shares, exclusive of any element of value arising from the accomplishment or expectation of the mergers, together with interest, at the rate specified in Section 7-113-101 of the CBCA. You should be aware that the fair value of your shares of FBHC Class B common stock as determined under Article 113 of the CBCA could be more than, the same as or less than the merger consideration you would have received in the mergers if you did not seek appraisal of your shares.

To be entitled to exercise appraisal rights, a holder of FBHC Class B common stock must (i) not vote or cause or permit his or her shares of FBHC Class B common stock or Allocated ESOP Class B Shares to be voted in favor of the merger agreement; and (ii) deliver written notice to FBHC prior to the special meeting of such shareholder’s intent to demand payment for his or her shares if the mergers are consummated. Any written intent to demand payment should be signed and addressed as follows: FIRSTBANK HOLDING COMPANY, 12345 W COLFAX AVE, LAKEWOOD, CO 80215, ATTENTION: MIKE KIRBY, CORPORATE SECRETARY. A holder of FBHC Class B common stock that fails to satisfy the foregoing requirements is not entitled to demand payment under Article 113 of the CBCA.

If the merger agreement is approved by shareholders, FBHC is obligated to deliver to all shareholders that may be entitled to assert appraisal rights a written appraisal notice (the “Dissenters’ Notice”) and form within 10 days after the mergers are effected. The Dissenters’ Notice must state (i) where the form must be sent, where certificates for certificated shares must be deposited, and the date by which those certificates must be deposited, which may not be fewer than 40 days and no more than 60 days after the appraisal notice and form must be sent; (ii) a date by which FBHC must receive the form, which must not be fewer than 40 nor more than 60 days after the date the appraisal notice and form must be sent; (iii) FBHC’s estimate of the fair value of the share; (iv) that, if requested in writing, FBHC will provide to the shareholder so requesting, within 10 days after the date required for receipt of the form by the shareholder, a statement of the number of shareholders that returned the forms by the specified date and the total number of shares owned by them; and (v) a date that the notice to withdraw must be received, which must be within 20 days from the date that the appraisal form must be sent by the shareholder.

The form to be delivered with the Dissenters’ Notice (the “Demand Notice”) (i) must specify the first date of any announcement to shareholders that discusses the principal terms of the proposed action that was made before the date the mergers became effective; (ii) if such a statement was made, requires the shareholders asserting appraisal rights to certify whether they had beneficial ownership of their shares before the announcement; and (iii) requires those shareholders asserting appraisal rights to certify that they did not vote for or consent to the action. The Dissenter’s Notice must be accompanied by a copy of Article 113 of the CBCA.

A shareholder of FBHC asserting appraisal rights must, by the date set forth in the Dissenters’ Notice, return the Demand Notice to demand payment and send his or her stock certificates, if certificated, to the address provided in the Dissenters’ Notice. FBHC may restrict the transfer of any shares not represented by a certificate from the date the demand for cash payment is received. The shareholder demanding a cash payment in accordance with Section 7-113-204 of the CBCA shall retain all rights of a shareholder, except the right to transfer shares, until the effective date of the merger. A shareholder who does not provide demand for a cash

 

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payment by the dates set forth in the Dissenter’s Notice and in accordance with Section 7-113-204 of the CBCA will not be entitled to a cash payment for his, her or its shares of FBHC Class B common stock as provided in the CBCA.

Pursuant to Sections 7-113-205 of the CBCA, upon the effective date of the mergers or upon receipt of a cash payment demand, whichever is later, we must pay each dissenter who complied with Section 7-113-204 of the CBCA the amount of cash that we estimate to be the fair market value of the shares, plus accrued interest. The cash payment must be accompanied by (i) certain financial information regarding us; (ii) a statement of our estimate of the fair value of the shares; and (iii) a statement of the dissenter’s right to demand a cash payment under Section 7-113-207 of the CBCA and that if any shareholder does not object within the specified period under Section 7-113-207(2) of the CBCA the shareholder shall be deemed to have accepted the payment in full satisfaction.

Section 7-113-203 of the CBCA permits us to require each holder of FBHC Class B common stock to certify in writing, or in the dissenter’s cash payment demand, whether or not the dissenter acquired beneficial ownership of his, her or its shares of FBHC Class B common stock before September 8, 2025, when the mergers were announced. If any dissenter does not so certify in writing, we may offer to make a cash payment if the dissenter agrees to accept such payment in full satisfaction of the demand for a cash payment.

Under Section 7-113-207 of the CBCA, if a dissenter believes that the amount paid by FBHC is less than the “fair value” of his or her shares or that the interest due was incorrectly calculated, the shareholder shall notify us in writing of the shareholder’s estimate of the fair value and demand payment for that estimate, plus interest, less any payments made. Failure to notify us within 30 days after receiving the payment or offer of payment will waive any right to demand additional payment.

If a demand for a cash payment under Section 7-113-207 of the CBCA remains unresolved, we are required, within 60 days after receiving the cash payment demand, to petition the court to determine the fair value of the shares of FBHC Class B common stock and accrued interest. All dissenters whose demands remain unsettled would be made a party to such a proceeding. Each dissenter is entitled to judgment for the amount the court finds to be the fair value of the shares of FBHC Class B common stock, plus interest, less any amount paid by us. The costs associated with this proceeding shall be assessed against us, unless the court finds that all or some of the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding cash payment under Section 7-113-207 of the CBCA, in which case the court may assess the costs in the amount the court finds equitable against some or all of the dissenters. The court may also assess the fees and expenses of counsel and experts for the respective parties in amounts the court finds equitable, against us or the dissenters. If we do not commence a proceeding within the 60-day period, we must pay each dissenter whose demand remains unsettled the amount of cash demanded.

 

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THE MERGER AGREEMENT

This section of the proxy statement/prospectus describes the material terms of the merger agreement. The description in this section and elsewhere in this proxy statement/prospectus is subject to, and qualified in its entirety by reference to, the complete text of the merger agreement, which is attached hereto in Annex A. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. You are urged to read the full text of the merger agreement, as it is the legal document governing the mergers. This section is not intended to provide you with any factual information about PNC or FBHC. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings PNC makes with the SEC, as described in the section entitled “Where You Can Find More Information” beginning on page 111 of this proxy statement/prospectus.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of terms are included to provide you with certain information regarding the terms of the merger agreement. Factual disclosures about PNC and FBHC contained in this proxy statement/prospectus or in documents of PNC filed with the SEC may supplement, update or modify the factual disclosures about PNC and FBHC contained in the merger agreement. The merger agreement contains representations and warranties by FBHC, on the one hand, and by PNC, on the other hand, made solely for the benefit of the other and not for any other party. The representations, warranties and covenants made in the merger agreement by PNC and FBHC were qualified and subject to important limitations agreed to by PNC and FBHC in connection with the negotiation of the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the merger agreement may have the right not to consummate the mergers if the representations and warranties of the other party prove to be untrue or inaccurate due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to shareholders and reports and documents filed with the SEC, and some were qualified by the matters contained in the confidential disclosure schedules that PNC and FBHC each delivered in connection with the merger agreement and certain documents filed by PNC with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the merger agreement. Accordingly, the representations and warranties in the merger agreement should not be relied on by any persons as characterizations of the actual state of facts about PNC and FBHC at the time they were made or otherwise. For more information, see “Where You Can Find More Information” beginning on page 111.

Structure of the Mergers

Each of FBHC’s and PNC’s respective boards of directors has approved and adopted the merger agreement. Under the merger agreement, Summit Merger Sub will first merge with and into FBHC, with FBHC as the surviving corporation in the first step merger as a wholly-owned subsidiary of PNC. Immediately following the first step merger, FBHC will then merge with and into PNC, with PNC as the surviving corporation in the second step merger. Following the second step merger, in connection with the conversion of FBHC’s systems to PNC’s systems or at such other time as determined by PNC, FirstBank, a Colorado state-chartered bank, will merge with and into PNC’s wholly-owned banking subsidiary, PNC Bank, National Association, a national banking association (the “bank merger”), with PNC Bank, National Association as the surviving bank. The bank merger is expected to be completed later in 2026.

Prior to the consummation of the mergers, PNC and FBHC may, by mutual agreement, change the method or structure of effecting the combination of PNC and FBHC if and to the extent they both deem such change to be necessary, appropriate or desirable; provided, however that no such change may (i) alter or change the

 

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exchange ratio; (ii) adversely affect the tax treatment of FBHC’s shareholders or PNC’s shareholders relating to the mergers; (iii) adversely affect the tax treatment of FBHC or PNC pursuant to the merger agreement; or (iv)  materially impede or delay the consummation of the mergers in a timely manner.

Merger Consideration

Under the terms and subject to the conditions set forth in the merger agreement, subject to election and proration procedures described in this proxy statement/prospectus, FBHC shareholders will receive cash and PNC common stock for each of their shares of FBHC Class A common stock and FBHC Class B common stock (together, the “FBHC common stock”). At the effective time of the first step merger, each outstanding share of FBHC common stock (except for dissenting shares, shares of treasury stock or shares owned by FBHC, PNC or Summit Merger Sub, in each case other than shares held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or held, directly or indirectly, as a result of debts previously contracted) will be converted into the right to receive, at the election of the holder thereof as provided in the merger agreement, either (A) an amount in cash (the “per share cash consideration”) equal to the sum, rounded to the nearest one-tenth of a cent, of (x) $321.18 plus (y) the product, rounded to the nearest one-tenth of a cent, of 3.6127 times the average of the daily volume-weighted average sales price per share of PNC common stock on The New York Stock Exchange, as calculated by Bloomberg Financial LP under the function “VWAP” (or, if not available, in another authoritative source mutually selected by FBHC and PNC), over the five consecutive trading days ending on the second trading day immediately prior to the first step merger’s effective time (the “closing price”), or (B) a number of shares of PNC common stock equal to the quotient (the “exchange ratio”), rounded to the nearest one ten thousandth, of (x) the per share cash consideration divided by (y) the closing price, in each case, subject to proration in the event that cash or stock is oversubscribed.

No fractional shares of PNC common stock will be issued in the mergers and holders of FBHC common stock will be entitled to receive cash in lieu of fractional shares. Because the merger consideration is comprised of a fixed amount of cash consideration plus a fixed amount of shares of PNC common stock for each share of FBHC common stock, the market value of the merger consideration will fluctuate with the market price of PNC common stock and will not be known at the time FBHC shareholders vote on the merger agreement. Based on the closing stock price of PNC common stock on NYSE, as reported by Bloomberg Financial LP, of $204.40 as of September 5, 2025, the value of the merger consideration payable to holders of FBHC common stock for each share of FBHC common stock was approximately $1,059.62 as of such date.

Treatment of FBHC Preferred Stock

Each share of Series A preferred stock, no par value, of FBHC (“FBHC Series A preferred stock”) issued and outstanding immediately prior to the effective time will automatically be cancelled and will cease to exist as of the effective time, and each book entry share previously representing any such shares of FBHC Series A preferred stock will thereafter represent only the right to receive a cash payment equal to the sum of (a) the greater of (x) the per share cash consideration and (y) such share’s stated value (as defined in the certificate of designation for the FBHC Series A preferred stock, as amended); and (b) all declared but unpaid dividends on such share of FBHC Series A preferred stock; provided that, prior to the closing, each holder of shares of FBHC Series A preferred stock will have the right to exchange one or more shares of FBHC Series A preferred stock for an equivalent number of shares of FBHC Class A common stock, no par value; provided, further, that each such share of FBHC Class A common stock, no par value, will be deemed a stock election share. The exchange offer is expected to occur after the special meeting.

Each share of 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $1,000 per share, of FBHC (“FBHC Series B preferred stock”) issued and outstanding immediately prior to the effective time will automatically be converted into a share of a newly created series of preferred stock of PNC having such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and

 

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voting powers, and restrictions and limitations thereof, of FBHC Series B preferred stock immediately prior to the effective time, taken as a whole, and, upon such conversion, the FBHC Series B preferred stock will no longer be issued and outstanding and will automatically be cancelled and will cease to exist as of the effective time. For more information, see the section entitled “Description of New PNC Preferred Stock” beginning on page 96.

Fractional Shares

PNC will not issue any fractional shares of PNC common stock in the mergers. Instead, a former holder of FBHC common stock who otherwise would have received a fraction of a share of PNC common stock will receive an amount in cash rounded to the nearest cent. This cash amount will be determined by multiplying (i) the average of the daily volume-weighted average sales price per share of PNC common stock on the NYSE as reported by Bloomberg Financial LP for the five (5) consecutive trading days ending on the second trading day immediately preceding the closing date of the mergers by (ii) the fraction of a share (after taking into account all shares of FBHC common stock held by such holder immediately prior to the effective time and rounded to the nearest one-thousandth when expressed in decimal form) of PNC common stock which such holder would otherwise be entitled to receive.

Governing Documents

At the effective time of the second step merger, the PNC articles of incorporation and the PNC bylaws as in effect immediately prior to the effective time will be the articles of incorporation and bylaws of the combined company until thereafter amended in accordance with applicable law.

Treatment of FBHC Equity Awards

At the effective time of the mergers, (i) each FBHC RSU granted prior to September 5, 2025 that is not a deferred FBHC RSU will vest in full and be converted into the right to receive a number of shares of PNC common stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of FBHC common stock or FBHC Series A preferred stock, as applicable, subject to such FBHC RSU immediately prior to the effective time multiplied by (y) the exchange ratio, subject to applicable withholdings or deductions under applicable law, and (ii) each FBHC RSU that is granted following September 5, 2025 and each deferred FBHC RSU, whether previously vested or unvested, will be converted into a restricted stock unit denominated in a number of shares of PNC common stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of FBHC common stock subject to the FBHC RSU immediately prior to the effective time multiplied by (y) the exchange ratio, and otherwise generally subject to the same terms and conditions as were applicable to the FBHC RSU as of the effective time. Additionally, the holder of any deferred FBHC RSU will receive (without interest) an amount in cash equal to any accrued and unpaid dividend equivalents that are payable pursuant to the terms of the deferred FBHC RSU.

Closing and Effective Time of the Mergers

The closing will occur by electronic exchange of documents at 8:00 a.m., New York City time, on a day that is no later than three (3) business days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in the merger agreement (other than those conditions that by their nature can only be satisfied at the closing of the first step merger, but subject to the satisfaction or waiver thereof), unless another date, time or place is agreed to in writing by PNC and FBHC.

On or prior to the closing date, PNC and FBHC will cause to be filed a statement of merger with respect to the first step merger with the Secretary of State of the State of Colorado and a certificate of merger with the Secretary of State of the State of Delaware. The first step merger will become effective at such time as set forth in the statement of merger and the certificate of merger in accordance with the Colorado Corporations and Associations Act (the “CCAA”) and the Delaware General Corporation Law (the “DGCL”) (the “effective time”).

 

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Immediately following the effective time of the first step merger, in accordance with the CCAA and DGCL, PNC will cause the surviving corporation to be merged with and into PNC in the second step merger, with PNC surviving the second step merger as the combined company and continuing its existence under the laws of Pennsylvania, and the separate corporate existence of the surviving corporation will cease as of the second effective time. In furtherance of the foregoing, PNC will cause to be filed articles of merger with the Department of State of the Commonwealth of Pennsylvania, in accordance with the Pennsylvania Business Corporation Law (the “PBCL”) and a statement of merger with the Secretary of State of the State of Colorado, in accordance with the CCAA relating to the second step merger. The second step merger will become effective at such time as specified in the relevant articles of merger and statement of merger in accordance with the relevant provisions of the CCAA and PBCL, or at such other time as provided by applicable law (the “second effective time”).

Exchange of Shares; Election Procedures; Allocation of Merger Consideration

PNC to Make Consideration Available

At or prior to the effective time of the first step merger, PNC will deposit, or cause to be deposited, with the exchange agent, for exchange in accordance with the merger agreement, (i) certificates or evidence of shares in book entry form representing shares of PNC common stock and new PNC preferred stock to be issued in accordance with the merger agreement, and (ii) an amount in cash sufficient in the aggregate to provide all funds necessary for the exchange agent to make the cash payments to be paid pursuant to the merger agreement, plus cash in lieu of any fractional shares to be paid pursuant to the merger agreement.

Election Procedures

The merger agreement provides that FBHC shareholders will be provided with an election form and other customary transmittal materials. The election form will allow each holder of FBHC common stock to make an election with respect to their shares of FBHC common stock by specifying (i) the number of shares of FBHC common stock owned by such FBHC shareholder with respect to which such holder desires to make a stock election, (ii) the number of shares of FBHC common stock owned by such FBHC shareholder with respect to which such holder desires to make a cash election or (iii) that such holder makes no election. If you hold shares through FBHC’s Savings and Employee Stock Ownership Plan (the “FBHC ESOP”), you will receive information and separate instructions about how to direct the Independent Fiduciary to make an election on your behalf with respect to the FBHC common stock allocated to your account.

PNC and FBHC will initially make available and mail the election form thirty-five (35) days prior to the anticipated closing date to holders of record as of the fifth (5th) business day prior to such mailing date. The election deadline will be on or before 5:00 p.m., New York City time, on the 30th day following the mailing date (or such other time and date as PNC and FBHC may mutually agree). We also will publicly announce the election deadline, which will be before the closing date for the mergers. As a result, you will not know before your election decision the exact value of the consideration to be received in the merger.

To make a valid election, FBHC shareholders must submit to the exchange agent a properly completed election form (including duly executed transmittal materials included in the election form). A form of election will be properly completed only if accompanied by an authorization for book-entry transfer of uncertificated shares representing all shares of FBHC common stock covered by the form of election (or an affidavit as to the loss, theft or destruction and appropriate and customary indemnification, as will be described in the form of election).

A FBHC shareholder may change or revoke an election by providing written notice to the exchange agent prior to the election deadline and, in the case of a change of election, accompanied by a properly completed and signed revised election form. If any election is not properly made with respect to any shares of FBHC common stock (neither PNC nor FBHC or the exchange agent being under any duty to notify any such FBHC shareholder of any such defect), such election will be deemed to be not in effect, and the shares of FBHC common stock covered by such election will be deemed to be no election shares, unless a proper election is subsequently timely made.

 

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Allocation of Merger Consideration

The merger agreement provides that the total number shares of FBHC common stock that will be converted into the right to receive the per share cash consideration and the total number of shares of FBHC series A preferred stock that will be converted into the right to receive a Series A liquidation payment will equal the quotient obtained by dividing (x) $1,237,500,000 by (y) the per share cash consideration (such numbers of shares of FBHC common stock and FBHC Series A preferred stock, in the aggregate, the “target cash conversion amount”).

As a result, if more FBHC shareholders make valid elections to receive either PNC common stock or cash than is available as merger consideration under the merger agreement, those FBHC shareholders electing the over- subscribed form of consideration will have the over-subscribed consideration proportionately reduced and will receive a portion of their consideration in the other form, despite their election. If the number of outstanding shares of FBHC common stock increases prior to the date of completion of the mergers due to the issuance of shares of FBHC common stock upon the settlement or vesting of stock-settled awards or as otherwise permitted by the merger agreement, the aggregate number of shares of PNC common stock to be issued as consideration in the mergers will be increased accordingly. The cash and stock elections are subject to adjustment to preserve the limitations described above on the cash to be paid in the mergers. As a result, if you make an election to receive only stock or only cash, you may nevertheless receive a mix of cash and stock.

The Reisher Family Foundation has additionally irrevocably agreed to elect to receive the per share cash consideration with respect to each of the shares of FBHC Class B common stock held by it. As of the date of the merger agreement, the Reisher Family Foundation collectively beneficially owned 17.2% of the outstanding shares of FBHC Class B common stock. Because 17.2% of the outstanding shares of FBHC Class B common stock have irrevocably agreed to elect cash, (assuming no holders elect cash) the maximum amount of aggregate cash consideration payable to other FBHC shareholders in the mergers is approximately $627.3 million (based on the market price of PNC common stock as of the date of the merger agreement).

Within ten (10) business days after the effective time, PNC will cause the exchange agent to effect the allocation among the holders of FBHC common stock of rights to receive PNC common stock or cash in the first step merger in accordance with the election forms as follows:

Adjustment if Cash Pool is Oversubscribed

In the event that (x) the sum of the total number of cash election shares (the “cash election number”) plus (y) the total number of Series A liquidation shares is greater than the target cash conversion amount, then:

 

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stock election shares and shares of FBHC common stock to which a FBHC shareholder makes no election (such shares, “no election shares”) will be converted into the right to receive the per share stock consideration;

 

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shares of FBHC common stock to which a FBHC shareholder elects to receive the per share cash consideration (such shares, “cash election shares”) held through the FBHC ESOP will be converted into the right to receive the per share cash consideration for each such cash election share;

 

•

cash election shares of each holder thereof (other than cash election shares held through the FBHC ESOP) will be converted into the right to receive the per share cash consideration in respect of that number of cash election shares equal to the product obtained by multiplying (x) the number of cash election shares held by such holder by (y) a fraction, the numerator of which is the target cash conversion amount less the total number of Series A liquidation shares and the total number of cash election shares held through the FBHC ESOP and the denominator of which is the total cash election number; and

 

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the remaining number of such holder’s cash election shares will be converted into the right to receive the per share stock consideration.

 

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Adjustment if Cash Pool is Undersubscribed

In the event that the sum of (x) the cash election number plus (y) the total number of Series A liquidation shares is less than the target cash conversion amount (the “shortfall number”), then:

 

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all cash election shares will be converted into the right to receive the per share cash consideration;

 

•

no election shares held through the FBHC ESOP and stock election shares held through the FBHC ESOP will convert into the right to receive the per share stock consideration for each such no election share and stock election share, respectively;

 

•

Scenario 1: if the shortfall number is less than or equal to the number of no election shares (excluding no election shares held through the FBHC ESOP), then all stock election shares will be converted into the right to receive the per share stock consideration, and the no election shares of each holder thereof (other than no election shares held through the FBHC ESOP) will convert into the right to receive the per share cash consideration in respect of that number of no election shares equal to the product obtained by multiplying (x) the number of no election shares (other than no election shares held through the FBHC ESOP) held by such holder by (y) a fraction, the numerator of which is the shortfall number and the denominator of which is the total number of no election shares (excluding no election shares held through the FBHC ESOP), with the remaining number of such holder’s no election shares being converted into the right to receive the per share stock consideration; and

 

•

Scenario 2: if the shortfall number exceeds the number of no election shares (excluding no election shares held through the FBHC ESOP), then all no election shares (other than no election shares held through the FBHC ESOP) will be converted into the right to receive the per share cash consideration, and the stock election shares of each holder thereof (other than stock election shares held through the FBHC ESOP) will convert into the right to receive the per share cash consideration in respect of that number of stock election shares equal to the product obtained by multiplying (x) the number of stock election shares held by such holder (excluding stock election shares held through the FBHC ESOP) by (y) a fraction, the numerator of which is the amount by which (1) the shortfall number exceeds (2) the total number of no election shares (excluding no election shares held through the FBHC ESOP), and the denominator of which is the total number of stock election shares (excluding stock election shares held through the FBHC ESOP), with the remaining number of such holder’s stock election shares being converted into the right to receive the stock consideration.

No Adjustment if Cash Pool is Fully Subscribed

In the event that (x) the sum of the cash election number plus (y) the total number of Series A liquidation Shares is equal to the target cash conversion amount, then all cash election shares will be converted into the right to receive the per share cash consideration and all stock election shares and no election shares will be converted into the right to receive the per share stock consideration.

Potential Adjustment to Preserve Intended Tax Treatment

Except as otherwise provided for in the merger agreement, a sufficient number of cash election shares may be converted into the right to receive per share stock consideration to the extent necessary to secure the tax opinions required by the merger agreement.

Exchange Procedures

As promptly as practicable after the effective time of the mergers, but in no event later than three (3) business days thereafter, PNC will cause the exchange agent to mail to each holder of record of one (1) or more book entry shares representing shares of FBHC common stock FBHC Series B preferred stock or FBHC Series A preferred stock (“FBHC Series B preferred stock” and, together with FBHC Series A preferred stock,

 

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“FBHC preferred stock”) immediately prior to the effective time, a letter of transmittal and instructions for use in effecting the surrender of such book entry shares in exchange for the merger consideration, such book entry shares have been converted into the right to receive pursuant to the merger agreement, as well as any dividends or distributions to be paid pursuant to the merger agreement as described in “—Dividends and Distributions” below.

If a book entry share for FBHC common stock has been lost, stolen or destroyed, the exchange agent will issue the consideration in the mergers upon receipt of (i) an affidavit of that fact by the claimant and (ii) if required by PNC or the exchange agent, the posting of a bond by such claimant in an amount as PNC or the exchange agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such book entry share.

After the effective time of the mergers, there will be no further transfers on the stock transfer books of FBHC of FBHC common stock that were issued and outstanding immediately prior to the effective time.

Withholding

Each of PNC, its subsidiaries and the exchange agent will be entitled to deduct and withhold from any consideration otherwise payable pursuant to the merger agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any provision of U.S. federal, state, local, or foreign tax law. If PNC determines that it, its subsidiaries or the exchange agent is required to deduct or withhold any amount from any payment to be made pursuant to the merger agreement (other than (i) withholding from payments that are treated as “wages,” (ii) withholding from payments to any person that failed to deliver a properly executed IRS Form W-9 or applicable IRS Form W-8, or (iii) withholding from payments required as a result of the FBHC’s failure to deliver a certificate that the shares of FBHC common stock do not constitute “United States real property interests” under Section 897(c) of the Code), PNC will provide notice to FBHC of PNC’s intent to deduct or withhold such amount and the basis for such deduction or withholding at least thirty (30) days before any such deduction or withholding is made to the extent reasonably practicable, or will otherwise provide such notice as promptly as reasonably practicable, and PNC will reasonably cooperate with FBHC in order to eliminate or to reduce any such deduction or withholding, including providing a reasonable opportunity for FBHC to provide forms or other evidence that would mitigate, reduce or eliminate such deduction or withholding. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction and withholding was made.

Dividends and Distributions

Following the effective time of the mergers, no dividends or other distributions declared with respect to PNC common stock or PNC preferred stock will be paid to the holder of any unsurrendered book entry share representing shares of FBHC common stock or a share of FBHC Series B preferred stock until the holder surrenders such book entry share in accordance with the merger agreement. After the surrender of a book entry share in accordance with the merger agreement, the record holder thereof will be entitled to receive any such dividends or other distributions, without any interest, which had previously become payable with respect to the whole shares of PNC common stock or PNC preferred stock which the shares of FBHC common stock or FBHC Series B preferred stock, respectively, represented by such book entry share have been converted into the right to receive under the merger agreement.

Representations and Warranties

The merger agreement contains representations and warranties made by FBHC to PNC and Summit Merger Sub and PNC and Summit Merger Sub to FBHC relating to a number of matters, including, among others, the following:

 

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corporate matters, including due organization and qualification, and subsidiaries;

 

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capitalization;

 

•

authority relative to execution and delivery of the merger agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the mergers;

 

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required governmental and other regulatory and self-regulatory filings and consents and approvals in connection with the mergers;

 

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reports to regulatory authorities;

 

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financial statements, internal controls, books and records and absence of undisclosed liabilities;

 

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the absence of certain changes or events since June 30, 2025;

 

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legal and regulatory proceedings;

 

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tax matters;

 

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employee matters;

 

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compliance with applicable laws;

 

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absence of agreements with regulatory authorities;

 

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absence of action or circumstance that would prevent the mergers from qualifying as a “reorganization” under Section 368(a) of the Code;

 

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broker’s fees payable in connection with the mergers;

 

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inapplicability of takeover statutes;

 

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information supplied for SEC filings; and

 

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insurance matters.

The merger agreement contains additional representations and warranties made by FBHC with respect to:

 

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environmental matters;

 

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investment securities and commodities;

 

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real property ownership and leases;

 

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certain material contracts;

 

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intellectual property;

 

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related party transactions;

 

•

opinions of its financial advisors; and

 

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loan portfolio matters.

The representations and warranties in the merger agreement are (i) subject, in some cases, to specified exceptions and qualifications contained in the confidential disclosure schedules delivered by PNC and FBHC, respectively, and (ii) with respect to representations and warranties by PNC and Summit Merger Sub, qualified by the reports of PNC filed with the SEC during the period from December 31, 2024 through the time prior to the execution and delivery of the merger agreement (excluding, in each case, any risk factor disclosures in the risk factor section or any “forward-looking statements” disclaimer).

In addition, as set forth in the merger agreement, certain representations and warranties of PNC, Summit Merger Sub and FBHC are qualified as to “materiality” or “material adverse effect.”

The representations and warranties in the merger agreement do not survive the effective time of the mergers.

 

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Covenants and Agreements

Conduct of Businesses Prior to the Consummation of the Mergers

Prior to the effective time (or earlier termination of the merger agreement), except as expressly contemplated or permitted by the merger agreement, required by law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), and subject to certain specified exceptions, (a) FBHC will, and will cause its subsidiaries to (i) conduct their respective businesses in the ordinary course in all material respects and (ii) use reasonable best efforts to maintain and preserve intact their respective business organizations, employees and advantageous business relationships and (b) each of PNC and FBHC will, and will cause each of its subsidiaries to, take no action that would reasonably be expected to adversely affect or delay the ability of either PNC or FBHC to obtain any necessary approvals of any regulatory agency or other governmental entity required for the transactions contemplated by the merger agreement or to perform its covenants and agreements under the merger agreement or to consummate the transactions contemplated thereby on a timely basis.

Additionally, FBHC has undertaken further covenants. Prior to the effective time (or earlier termination of the merger agreement), subject to specified exceptions, FBHC may not, and FBHC may not permit any of its subsidiaries to, without the prior written consent of PNC (such consent not to be unreasonably withheld, conditioned or delayed), undertake the following, among other actions:

 

•

other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of two (2) years, (ii) the creation of deposit liabilities (including reciprocal and brokered deposits), (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of FBHC or any of its wholly owned subsidiaries to FBHC or any of its wholly owned subsidiaries), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity;

 

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adjust, split, combine or reclassify any capital stock;

 

•

make, declare, pay or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, including any securities of FBHC or its subsidiaries, except (i) regular quarterly cash dividends by FBHC at a rate not in excess of $8.00 per quarter per share of FBHC common stock, (ii) dividends paid by any of the subsidiaries of FBHC to FBHC or any of its wholly owned subsidiaries, (iii) dividends provided for and paid on any FBHC preferred stock in accordance with the terms thereof, (iv) the acceptance of shares of FBHC common stock or FBHC preferred stock as payment for withholding taxes incurred in connection with the vesting or settlement of FBHC RSU awards, in each case, in accordance with past practice and the terms of the applicable award agreements or (v) as required under the terms of any FBHC benefit plan existing as of the date of the merger agreement;

 

•

grant any stock appreciation rights, stock options, restricted stock units, performance units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any person any right to acquire any securities of FBHC or its subsidiaries;

 

•

issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, or any securities of FBHC or its subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of FBHC or its subsidiaries, except pursuant to the settlement of FBHC RSU awards in accordance with their terms;

 

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•

sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned subsidiary of FBHC, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of the merger agreement;

 

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except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other person or the property or assets of any other person, in each case other than a wholly-owned subsidiary of FBHC;

 

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except for transactions in the ordinary course of business terminate, materially amend, or waive any material provision of certain material agreements identified in the merger agreement, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to FBHC, or enter into any contract that would constitute a material agreement if it were in effect on the date of the merger agreement;

 

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except as required under applicable law or the terms of any FBHC benefit plan, (i) enter into, establish, adopt, amend or terminate any FBHC benefit plan, (ii) increase the compensation or benefits payable to any current or former employee, officer, director or individual consultant, (iii) accelerate the vesting or settlement of any equity-based awards or other compensation, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement, (v) fund any rabbi trust or similar arrangement or in any other way secure the payment of compensation or benefits under any FBHC benefit plan or material agreement, or (vi) hire, promote or terminate (other than for cause) the employment or services of any employee, officer, director or individual consultant at or above the senior vice president or director level;

 

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settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount, individually and in the aggregate that is not material to FBHC and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its subsidiaries or the surviving entity or to the receipt of regulatory approvals for the mergers on a timely basis;

 

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take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the mergers, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

 

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amend the FBHC articles of incorporation or the FBHC bylaws or comparable governing document of its material subsidiaries;

 

•

other than in prior consultation with PNC, materially restructure or materially change its investment securities or derivatives portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported;

 

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take any action that is intended or expected to result in any of the conditions to the mergers not being satisfied;

 

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implement or adopt any material change in its accounting principles, practices or methods, other than as required by U.S. GAAP;

 

•

enter into any new material line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, securitization and servicing policies (including any material change in the maximum ratio or similar limits as a percentage of its capital exposure

 

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applicable with respect to its loan portfolio or any segment thereof or individual loans), except as required by applicable law, regulation or policies imposed by any governmental entity;

 

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make, or commit to make, any capital expenditures that exceed by more than ten percent (10%) individually or $200,000 in the aggregate of FBHC’s capital expenditure budget which has been made available to PNC other than unplanned expenditures to repair or replace existing assets;

 

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make, change or revoke any material tax election, change an annual tax accounting period, adopt or change any material tax accounting method, file any material amended tax return, enter into any closing agreement with respect to a material amount of taxes, settle any material tax claim, audit, assessment or dispute or surrender any material right to claim a refund of taxes, apply for any tax ruling, waive or extend any statute of limitations in respect of taxes without promptly notifying PNC in writing, or purchase, or enter into any agreements to purchase, any tax credits;

 

•

merge or consolidate itself or any of its material subsidiaries with any other person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its material subsidiaries;

 

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take any action (including a business acquisition, sale or other strategic transaction) that, or fail to take any action within its reasonable control if such failure, would reasonably be expected to prevent, materially impede or materially delay the completion of the mergers, or impair FBHC’s or any of its affiliates ability to perform its respective obligations under the merger agreement or consummate the mergers;

 

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take any action that is intended or expected to result in any of the conditions to the mergers not being satisfied, except as required by applicable law;

 

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agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the foregoing.

Additionally, prior to the effective time (or earlier termination of the merger agreement), subject to specified exceptions, PNC may not, and PNC may not permit any of its subsidiaries to, without the prior written consent of FBHC (such consent not to be unreasonably withheld, conditioned or delayed), undertake the following, among other actions:

 

•

amend the PNC articles of incorporation or the PNC bylaws in a manner that would adversely affect the holders of FBHC common stock or the holders of holders of FBHC common stock or FBHC preferred stock relative to other holders of PNC common stock or PNC preferred stock;

 

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(i) adjust, split, combine or reclassify any capital stock of PNC, or (ii) make, declare or pay any extraordinary dividend on any capital stock of PNC;

 

•

sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly owned Subsidiary, in each case other than in the ordinary course of business or in a transaction that, together with such other transactions, would not reasonably be expected to cause the closing to be materially delayed or the receipt of the requisite regulatory approvals to be prevented or materially delayed;

 

•

make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation or formation of a joint venture or otherwise) any other person or the property or assets of any other person, other than a wholly owned subsidiary of PNC, except for transactions in the ordinary course of business or in a transaction that, together with such other transactions, would not reasonably be expected to cause the closing to be materially delayed or the receipt of the requisite regulatory approvals to be prevented or materially delayed;

 

•

merge or consolidate itself or any of its significant subsidiaries with any other person if the merger or consolidation would reasonably be expected to cause the closing to be materially delayed or the receipt of the requisite regulatory approvals to be prevented or materially delayed;

 

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•

take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the mergers, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

 

•

take any action (including a business acquisition, sale or other strategic transaction) that, or fail to take any action within its reasonable control if such failure, would reasonably be expected to prevent, materially impede or materially delay the completion of the mergers, or impair PNC’s or any of its affiliates ability to perform its respective obligations under the merger agreement or consummate the mergers;

 

•

take any action that is intended or expected to result in any of the conditions to the mergers not being satisfied, except as required by applicable law; or

 

•

agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the foregoing.

Regulatory Matters

PNC and FBHC have agreed to cooperate with each other and use their respective reasonable best efforts to take, or cause to be taken, all actions and to do or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by the merger agreement and to cooperate with each other to do the foregoing, including to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities. However, PNC will not be required to take any action, or commit to take any action, or agree to any condition or restriction (a “materially burdensome condition”), that would, individually or in the aggregate, result in a material adverse effect on PNC and its subsidiaries (measured on a pro forma basis giving effect to the transactions contemplated by the merger agreement). The requirements or other conditions imposed by any governmental entity to comply with requirements, conditions or other commitments that reasonably would be anticipated to be included in any approval order issued by any such governmental entity or any other requirements, conditions or other commitments similar to those contained in prior approval orders issued by any such governmental entities in transactions similar to the transactions contemplated by the merger agreement will not be a materially burdensome condition.

Each of PNC and FBHC will not, and will cause its respective subsidiaries not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or take any other action, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation, or the taking of any other action, would reasonably be expected to (i) materially delay any requisite regulatory approval, (ii) increase the risk of any governmental entity entering an order prohibiting the consummation of the transactions contemplated by the merger agreement, (iii) increase the risk of not being able to remove any such order on appeal or otherwise or (iv) delay or prevent the consummation of the transactions contemplated by the merger agreement by the termination date.

Each of PNC and FBHC has agreed to promptly respond to any request for information and take such action and resolve any objection that may be required or asserted by any governmental entity with respect to the merger agreement or the transactions contemplated thereby.

PNC and FBHC have also agreed to furnish each other with all information concerning themselves, their subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with this proxy statement/prospectus or any statement, filing, notice or application to any

 

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governmental entity in connection with the mergers and the other transactions contemplated by the merger agreement, as well as to keep each other apprised of the status of matters related to the consummation of the transactions contemplated by the merger agreement.

PNC and FBHC will also promptly advise each other upon receiving any communication from any governmental entity whose consent or approval is required for consummation of the transactions contemplated by merger agreement. PNC and FBHC further will, with respect to any threatened or pending preliminary or permanent government order that would affect the ability of PNC or FBHC to consummate the transactions contemplated by the merger agreement or obtain any requisite regulatory approval, take, and cause each of their respective affiliates to take, all actions required, necessary or advisable to prevent the entry, enactment or promulgation thereof, as the case may be.

Employee Matters

The merger agreement provides that during the periods specified below following the effective time, PNC will provide the employees of FBHC and its subsidiaries who continue employment following the effective time with the following compensation and benefits: (x) for the period ending on the twelve month anniversary of the closing date, (i) a base salary or base wage rate, as applicable, that is no less favorable than that provided to such employee immediately prior to the effective time, (ii) target annual cash and long-term incentive compensation opportunities that are no less favorable, in the aggregate, than the target annual cash and long-term incentive compensation opportunities, in the aggregate, provided to such employee immediately prior to the effective time, (iii) employee and welfare benefits (excluding retiree health benefits and ESOP benefits) that are no less favorable in the aggregate than those provided to such employee immediately prior to the effective time, and (iv) severance benefits that are no less favorable than the greater of those under the FBHC plans and those provided to similarly situated PNC employees; and (y) for the period ending on the eighteen month anniversary of the closing date, retiree health benefits that are no less favorable than those provided by FBHC immediately prior to the effective time. The merger agreement also provides that FBHC will provide its employees participating in an annual bonus plan with a prorated annual incentive for the fiscal year in which the closing occurs and will terminate the FBHC ESOP effective prior to the date of consummation of the merger.

Director and Officer Indemnification and Insurance

The merger agreement provides that from and after the effective time of the mergers, PNC will indemnify and hold harmless each present and former director, officer and employee of FBHC and its subsidiaries against, and will advance expenses incurred regarding, any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the effective time of the mergers, arising out of the fact that such person is or was a director, officer or employee of FBHC or any of its subsidiaries and pertaining to matters, existing or occurring at or prior to the effective time of the mergers, including the transactions contemplated by the merger agreement, in each case to the extent (subject to applicable law) that such person are indemnified as of the date of the merger agreement by FBHC’s governing documents. In the case of advancement of expenses, the FBHC indemnified party to whom expenses are advanced must provide an undertaking to repay such advances if it is ultimately determined that such FBHC indemnified party is not entitled to indemnification.

The merger agreement requires PNC, as the surviving entity in the mergers, to cause to be maintained for a period of six (6) years after the effective time FBHC’s existing directors’ and officers’ liability insurance policy or policies with a substantially comparable insurer of at least the same coverage and amounts and containing terms and conditions that are no less advantageous to the insured, with respect to claims arising from facts or events that occurred at or prior to the consummation of the mergers. However, PNC is not required to spend annually more than 300% of the current annual premium paid as of the date of the merger agreement by FBHC for such insurance (the “premium cap”), and if such premiums for such insurance would at any time exceed that

 

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amount, then PNC will cause to be maintained policies of insurance which, in PNC’s good faith determination, provide the maximum coverage available at an annual premium equal to the premium cap. In lieu of the foregoing, PNC or FBHC, in consultation with PNC, but only upon the consent of PNC, may obtain at or prior to the effective time a six-year “tail” policy under FBHC’s existing directors and officers insurance policy providing equivalent coverage to that described in the preceding sentence if such a policy can be obtained for an amount that, in the aggregate, does not exceed the premium cap.

Certain Additional Covenants

The merger agreement also contains additional covenants, including, among others, covenants relating to the filing of this proxy statement/prospectus and regulatory applications, obtaining required FBHC shareholder approval, the listing of the shares of PNC common stock be issued in the mergers, access to information of the other company, advice of changes, exemption from takeover restrictions, shareholder litigation relating to the transactions contemplated by the merger agreement and public announcements with respect to the transactions contemplated by the merger agreement.

Agreement Not to Solicit Other Offers

FBHC has agreed that it will, and will cause its officers, directors, employees, agents, advisors and representatives (collectively, “representatives”), to, immediately cease and cause to be terminated, any activities, discussions or negotiations conducted before the date of the merger agreement with any person other than PNC with respect to any acquisition proposal.

FBHC has agreed that it will not, and will cause its subsidiaries and its and their respective representatives not to (i) initiate or solicit any acquisition proposal, (ii) engage or participate in any negotiations concerning any acquisition proposal, (iii) provide any confidential or nonpublic information or data to, have or participate in any discussions with, any person relating to any acquisition proposal or (iv) unless the merger agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (other than a confidentiality agreement referred to and entered into in accordance with the merger agreement) in connection with or relating to any acquisition proposal. However, prior to the approval of the merger agreement by the FBHC shareholders, if FBHC receives an unsolicited bona fide written acquisition proposal, FBHC may, and may permit its subsidiaries and its and its subsidiaries’ representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions if the FBHC board of directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any confidential or nonpublic information, FBHC enters into a confidentiality agreement with such third party making such acquisition proposal on terms no less favorable to it than the confidentiality agreement between FBHC and PNC, and which confidentiality agreement must not provide such person with any exclusive right to negotiate with FBHC.

For purposes of the merger agreement, an “acquisition proposal” means, other than the transactions contemplated by the merger agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of FBHC and its subsidiaries or 25% or more of any class of equity or voting securities of FBHC or its subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of FBHC, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of FBHC or its subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of FBHC, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving FBHC or its subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of FBHC.

 

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FBHC has agreed to promptly (within 24 hours) advise PNC following receipt of any acquisition proposal or any inquiry which could reasonably be expected to lead to an acquisition proposal (including the terms and conditions of, and the identity of the person making, such inquiry or acquisition proposal), provide PNC with an unredacted copy of any such acquisition proposal and any draft agreements, proposals or other materials received in connection with any such inquiry or acquisition proposal and keep PNC apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or acquisition proposal.

Recommendation Change

FBHC and the FBHC board of directors may not (i) withhold, withdraw, modify or qualify in a manner adverse to PNC its recommendation to FBHC shareholders approve the merger agreement, (ii) fail to recommend this proxy statement/prospectus to the FBHC shareholders, (iii) adopt, approve, recommend or endorse an alternative acquisition proposal or publicly announce an intention to adopt, approve, recommend or endorse an alternative acquisition proposal, (iv) fail to publicly and without qualification (A) recommend against any alternative acquisition proposal or (B) reaffirm the recommendation to FBHC shareholders approve the merger agreement within ten (10) business days (or such fewer number of days as remains prior to the FBHC shareholders’ meeting) after an alternative acquisition proposal is made public or any request by PNC to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “recommendation change”).

Notwithstanding the above, FBHC board of directors may, prior to the receipt of the requisite FBHC shareholder vote, effect a recommendation change, if the FBHC board of directors, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that the failure to take such action would more likely than not result in a violation of its fiduciary duties under applicable law; provided that the FBHC board of directors may not take any actions unless it (i) gives PNC at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an alternative acquisition proposal, the latest material terms and conditions and the identity of the third party in any such alternative acquisition proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, takes into account any amendment or modification to merger agreement proposed by PNC and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to recommend the merger agreement to FBHC shareholders.

Conditions to Complete the Mergers

PNC’s and FBHC’s respective obligations to complete the mergers are subject to the satisfaction or waiver, at or prior to the effective time of the mergers, of the following conditions:

 

•

the requisite FBHC shareholder vote having been obtained;

 

•

the admission for listing on the NYSE, subject to official notice of issuance, of the shares of PNC common stock to be issued in the mergers;

 

•

all requisite regulatory approvals having been obtained and remaining in full force and effect, and all statutory waiting periods in respect thereof having expired or been terminated, without the imposition of any materially burdensome condition;

 

•

the effectiveness of the registration statement of which this proxy statement/prospectus is a part, and the absence of any stop order (or proceedings for such purpose initiated or threatened and not withdrawn);

 

•

no order, injunction or decree by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the mergers or any of the other

 

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transactions contemplated by the merger agreement being in effect, and no law, statute, rule, regulation, order, injunction or decree having been enacted, entered, promulgated or enforced by any governmental entity which prohibits or makes illegal the consummation of the mergers or any of the other transactions contemplated by the merger agreement;

 

•

the accuracy of the representations and warranties of the other party contained in the merger agreement as of the date on which the merger agreement was entered into and as of the date on which the mergers are completed, subject to the materiality standards provided in the merger agreement (and the receipt by each party of an officers’ certificate from the other party to such effect);

 

•

the performance by the other party in all material respects of all obligations, covenants and agreements required to be performed by it under the merger agreement at or prior to the date on which the mergers are completed (and the receipt by each party of an officers’ certificate from the other party to such effect); and

 

•

receipt by each party of an opinion of tax counsel to the effect that on the basis of facts, representations and assumptions set forth or referred to in such opinion, the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Neither FBHC nor PNC can provide assurance as to when or if all or any of the conditions to the mergers can or will be satisfied or waived by the appropriate party.

Termination of the Merger Agreement

The merger agreement can be terminated at any time prior to the consummation of the mergers, whether before or after the receipt of the requisite FBHC vote of its shareholders at the special meeting of shareholders, in the following circumstances:

 

•

by mutual written consent of PNC and FBHC;

 

•

by either PNC or FBHC if any governmental entity that must grant a requisite regulatory approval has denied approval of the mergers and such denial has become final and nonappealable or any governmental entity of competent jurisdiction has issued a final and nonappealable order, injunction, decree or other legal restraint or prohibition permanently enjoining or otherwise prohibiting or making illegal the mergers, unless the failure to obtain a requisite regulatory approval is due primarily to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements under the merger agreement;

 

•

by either PNC or FBHC if the mergers have not been completed on or before June 5, 2026, unless the failure of the mergers to be completed by such date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements under the merger agreement; provided however, that, the closing conditions relating to the requisite regulatory approvals have been satisfied or waived, but all other conditions to closing have been satisfied or waived, such termination date may be extended by PNC and FBHC to a date not beyond September 5, 2026;

 

•

by either PNC or FBHC (provided that the terminating party is not then in material breach of any representation, warranty, obligation, covenant or other agreement contained in the merger agreement) if there is a breach of any of the obligations, covenants or agreements or any of the representations or warranties (or any such representation or warranty ceases to be true) set forth in the merger agreement on the part of FBHC, in the case of a termination by PNC, or PNC or Summit Merger Sub, in the case of a termination by FBHC, which either individually or in the aggregate would constitute, if occurring or continuing on the date the mergers are completed, the failure of a closing condition of the terminating party and which is not cured within forty-five (45) days following written notice to the party committing such breach, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the termination date); or

 

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•

by either PNC or FBHC if the requisite FBHC vote is not obtained and the FBHC shareholders’ meeting or at any adjournment or postponement of the FBHC shareholders’ meeting in accordance with the merger agreement, at which a vote on the approval of the merger agreement was taken;

 

•

by PNC prior to such time as the requisite FBHC vote is obtained, if (i) the FBHC board of directors shall have (A) failed to recommend in this proxy statement/prospectus that the shareholders of FBHC approve the merger agreement, or withheld, withdrawn, modified or qualified such recommendation in a manner adverse to PNC, (B) adopted, approved, recommended or endorsed an alternative acquisition proposal or publicly disclosed its intention to do so, or failed to publicly and without qualification recommend against such alternative acquisition proposal or reaffirm the its recommendation that the shareholders of FBHC approve the merger agreement, within ten (10) business days after an alternative acquisition proposal is made public or any request by PNC to do so or (C) publicly proposed to do any of the foregoing or (ii) FBHC or the FBHC board of directors has breached in any material respect its obligations relating to shareholder approval or the non-solicitation of acquisition proposals.

Neither PNC nor FBHC is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of PNC common stock or FBHC common stock.

Effect of Termination

If the merger agreement is terminated, it will become void and have no effect, except that (i) none of FBHC, PNC or Summit Merger Sub will be relieved or released from any liabilities or damages arising out of its willful and material breach of any provision of the merger agreement and (ii) certain provisions of the merger agreement will survive the termination, including those relating to payment of fees and expenses, the confidential treatment of information and the termination fee described below.

Termination Fee

FBHC will pay PNC a termination fee equal to $100,000,000 in cash (the “termination fee”), if the merger agreement is terminated in the following circumstances:

 

•

in the event that after the date of the merger agreement, a bona fide acquisition proposal has been made known to FBHC’s senior management or the FBHC board of directors, or has been made directly to FBHC’s shareholders generally, or any person has publicly announced (and not withdrawn at least two (2) business days prior to the FBHC special meeting) an acquisition proposal with respect to FBHC, and thereafter (i) the merger agreement is terminated (A) by either PNC or FBHC because the mergers have not been completed prior to the termination date (and FBHC has not obtained the requisite shareholder approval of the merger proposal) and all other conditions for FBHC to close the mergers had been satisfied or were capable of being satisfied prior to such termination, (B) by PNC as a result of a willful and material breach of the merger agreement, or (C) by either PNC or FBHC if FBHC has not obtained shareholder approval at the shareholders’ meeting or at any adjournment or postponement of the shareholders’ meeting in accordance with the merger agreement at which a vote on the approval of the merger agreement was taken, and (ii) prior to the date that is 12 months after the date of such termination, FBHC enters into a definitive agreement or consummates a transaction with respect to an acquisition proposal (in each case, with references to “25%” in the definition of “acquisition proposal” instead referring to “50%”); or

 

•

if the merger agreement is terminated by PNC because prior to receipt of FBHC shareholders’ approval of the merger proposal, (i) the FBHC board of directors has made a recommendation change or (ii) FBHC or the FBHC board of directors has breached its obligations relating to shareholder approval or the non-solicitation of acquisition proposals in any material respect.

 

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Expenses and Fees

Except as otherwise provided in the merger agreement, all costs and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring such expense. However, the merger agreement provides that all filing and other fees paid to any governmental entity in connection with the mergers and the other transactions contemplated by the merger agreement will be borne by PNC.

Amendment, Waiver and Extension of the Merger Agreement

Subject to compliance with applicable law, the merger agreement may be amended by the parties at any time before or after the receipt of the requisite FBHC vote, except that after the receipt of the requisite FBHC vote, there may not be, without further approval of FBHC shareholders, any amendment to the merger agreement that requires such further approval under applicable law.

At any time prior to the effective time of the mergers, each of the parties may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained in the merger agreement or in any document delivered by such other parties pursuant to the merger agreement, and (iii) waive compliance with any of the agreements or satisfaction of any conditions for its benefit contained in the merger agreement, except that after the receipt of the requisite FBHC vote, there may not be, without further approval of FBHC shareholders, any extension or waiver of the merger agreement or any portion thereof that requires such further approval of such shareholders under applicable law.

Governing Law

The merger agreement is governed by and will be construed in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law, except that the matters relating to the fiduciary duties of the FBHC board of directors will be subject to the laws of the State of Colorado.

Specific Performance

PNC, FBHC and Summit Merger Sub will be entitled to specific performance of the terms of the merger agreement, including an injunction or injunctions to prevent breaches or threatened breaches of the merger agreement or to enforce specifically the performance of the terms and provisions of the merger agreement (including the parties’ obligations to consummate the mergers), in addition to any other remedy to which they are entitled at law or in equity.

 

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SHAREHOLDER VOTING AGREEMENTS

The following describes certain material provisions of the voting agreements entered into by certain shareholders of FBHC (together, the “shareholder voting agreements”). This description of the shareholder voting agreements is subject to, and qualified in its entirety by reference to, the form of voting agreement, which is attached to this proxy statement/ prospectus as Annex B. You are urged to read the form of voting agreement carefully and in its entirety.

Concurrently with the execution of the merger agreement, on September 5, 2025, PNC entered into voting agreements with certain FBHC shareholders, in their respective capacities as FBHC shareholders and not in their capacities as an officer or director of FBHC, as the case may be. As of the record date for the FBHC annual meeting, these shareholders collectively and beneficially owned approximately 45.7% of the outstanding shares of FBHC Class B common stock.

Voting

Under the shareholder voting agreements, each such shareholder agrees to, among other things, at the special meeting and at any other meeting of shareholders of FBHC (a) appear at each such meeting or otherwise cause such shareholder’s shares of FBHC Class B common stock to be counted as present thereat for the purpose of establishing a quorum, (b) vote (or cause to be voted), in person or by proxy, all of such shareholder’s FBHC Class B common stock (i) in favor of (1) the approval of the merger agreement, the mergers and other transactions contemplated by the merger agreement and (2) any proposal to adjourn or postpone any meeting of the shareholders of FBHC at which any of the foregoing matters are submitted for consideration and vote of the shareholders of FBHC to a later date if there are not a quorum or sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters; and (ii) against any alternative acquisition proposal and against any other action, agreement or transaction involving FBHC or any of its subsidiaries that would reasonably be expected to materially impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the mergers or the other transactions contemplated by the merger agreement or the shareholder voting agreements or the performance by FBHC of its obligations under the merger agreement or by such shareholder of its obligations under the shareholder voting agreements.

Restrictions on Transfer

Each such shareholder also agrees not to, directly or indirectly, offer for sale, sell, short sell, transfer, tender, pledge, encumber, assign, or otherwise dispose of, or grant a proxy with respect to, any of such shareholder’s shares (each a “transfer”), or enter into any contract, option, arrangement or understanding with respect to a transfer of such shareholder’s shares or enter into or acquire a derivative contract with respect to any of such shareholder’s shares from the date of the merger agreement until the termination of the shareholder voting agreements, subject to certain exceptions for shares that subject to a pledge or security interest as of the date of the merger agreement. In addition, each such shareholder agrees that, prior to the termination of the shareholder voting agreements, the shareholder shall not deposit any of its shares in a voting trust, grant any proxy or power of attorney or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of such shareholder under the shareholder voting agreement to which it is party with respect to any of the shares owned by such shareholder.

Other Covenants

Under the shareholder voting agreements, each such shareholder also agrees not to, and agrees to direct and use their respective reasonable best efforts to cause their affiliates and representatives not to, directly or indirectly, (i) initiate or solicit an alternative acquisition proposal with respect to FBHC, (ii) engage or participate in any negotiations with any person concerning any alternative acquisition proposal with respect to FBHC, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with,

 

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any person relating to any alternative acquisition proposal with respect to FBHC, (iv) approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with Section 6.11 of the merger agreement) in connection with or relating to any alternative acquisition proposal with respect to FBHC, (v) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any person, with respect to the voting of any shares of capital stock of FBHC in connection with any vote or other action on any matter, other than to recommend that the shareholders of FBHC vote in favor of the adoption and approval of the merger agreement and the transactions contemplated thereby as otherwise expressly provided in the shareholder voting agreements, (vi) approve, adopt, recommend or enter into, or publicly propose to approve, adopt, recommend or enter into, any agreement with respect to any alternative acquisition proposal with respect to FBHC, or (vii) agree or propose to do any of the foregoing, in each case, except to the extent FBHC is permitted to do so pursuant to Section 6.11 of the merger agreement or to notify a person that has made or, to the knowledge of the shareholder, is making any inquiries with respect to, or is considering making, any alternative acquisition proposal with respect to FBHC, of the existence of the provisions of Section 3.02 of such shareholder voting agreement.

Each such shareholder also agrees (i) not to commence or participate in and (ii) to take all actions necessary to opt out of, any class in any class action with respect to any claim, derivative or otherwise, against PNC, FBHC or any of their respective affiliates relating to the negotiation, execution or delivery of the shareholder voting agreements or the merger agreement or the consummation of the transactions contemplated thereby, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of the shareholder voting agreements or (B) alleging a breach of any fiduciary duty of the FBHC board of directors in connection with the shareholder voting agreements, the merger agreement or the transactions contemplated thereby (subject to certain exceptions described therein).

The Reisher Family Foundation has additionally irrevocably agreed to elect to receive the per share cash consideration with respect to each of the shares of FBHC Class B common stock held by it. As of the record date for the FBHC special meeting, the Reisher Family Foundation beneficially owned 17.2% of the outstanding shares of FBHC Class B common stock.

Termination

Each shareholder voting agreement will terminate upon the earlier to occur of (i) the effective time of the mergers, (ii) the date the merger agreement is terminated in accordance with its terms and (iii) the entry into any amendment, modification, waiver or other change to any provision of the merger agreement, as in effect on the date hereof, without such shareholder’s prior written consent, that (A) diminishes the amount or changes the form of the per share stock consideration or the per share cash consideration, (B) extends the termination date of the shareholder voting agreement (other than as contemplated by the terms of the merger agreement as in effect on the date of the merger agreement) or imposes any additional conditions or obligations that would reasonably be expected to materially impede or delay the consummation of the transactions contemplated by the merger agreement, or (C) otherwise would reasonably be expected to adversely affect the rights or obligations of the shareholder in connection with the transactions contemplated by the merger agreement.

 

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ACCOUNTING TREATMENT

The mergers will be accounted for as an acquisition of FBHC by PNC under the acquisition method of accounting in accordance with U.S. GAAP for financial reporting and accounting purposes. After the mergers, the results of operations of FBHC will be included in the consolidated financial statements of PNC. The merger consideration will be allocated based on the fair values of the assets acquired and the liabilities assumed. Any excess of merger consideration over fair value of the net tangible and identified intangible assets acquired by PNC will be recorded as goodwill. Any identified intangible asset may be amortized by charges to operations under U.S. GAAP.

 

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS

The following general discussion addresses the material U.S. federal income tax considerations to U.S. holders (as defined below) of FBHC common stock that exchange their FBHC common stock for the merger consideration in the first merger. The discussion is based on the Code, Treasury regulations promulgated thereunder, administrative rulings, published positions of the IRS and judicial decisions, all as currently in effect and all of which are subject to change and to differing interpretations (possibly with retroactive effect), and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion applies only to U.S. holders that hold their FBHC common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal taxation that may be relevant to a particular holder in light of his, her or its individual circumstances or to holders subject to special treatment under U.S. federal income tax laws, including:

 

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banks or other financial institutions;

 

•

mutual funds;

 

•

tax exempt organizations;

 

•

governmental agencies or instrumentalities;

 

•

insurance companies;

 

•

dealers in securities or non-U.S. currency;

 

•

traders in securities who elect to apply a mark-to-market method of accounting;

 

•

entities or arrangements treated as partnerships or other pass-through entities (including S corporations) for U.S. federal income tax purposes and investors in such partnerships or other pass-through entities (including S corporations);

 

•

holders that are not U.S. holders;

 

•

certain expatriates;

 

•

holders that exercise appraisal rights;

 

•

regulated investment companies and real estate investment trusts;

 

•

holders liable for any alternative minimum tax;

 

•

holders that have a functional currency other than the U.S. dollar;

 

•

holders who received their FBHC common stock through the exercise of employee stock options, through a tax-qualified retirement plan or otherwise as compensation;

 

•

holders that hold (or that held, directly or constructively, at any time during the five-year period ending on the date of the disposition of such holder’s FBHC common stock pursuant to the transactions) 5% or more of FBHC common stock (by vote or value);

 

•

holders required to accelerate the recognition of any item of gross income as a result of such income being recognized on an “applicable financial statement;” and

 

•

holders who hold FBHC common stock as part of a hedge, straddle, constructive sale, conversion transaction or other integrated investment.

In addition, this discussion does not address any state, local or foreign tax considerations of the mergers, nor does it address the impact of the Medicare contribution tax on net investment income or the Foreign Account Tax Compliance Act (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith) or any U.S. federal laws other than those pertaining to the U.S. federal income tax.

 

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For purposes of this discussion, a “U.S. holder” is a beneficial owner of FBHC common stock who is, for U.S. federal income tax purposes:

 

(i)

an individual who is a citizen or resident of the United States;

 

(ii)

a corporation or other entity taxable as a corporation, created or organized under the laws of the United States, any state thereof or the District of Columbia;

 

(iii)

an estate that is subject to U.S. federal income tax on its income regardless of its source; or

 

(iv)

a trust that (A) is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (B) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

If a partnership, including any entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds shares of FBHC common stock, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Accordingly, such partners and partnerships should consult their tax advisors regarding the particular tax considerations of the transactions to them.

Each holder of FBHC common stock should consult his, her or its tax advisor with respect to the particular tax considerations to them of the mergers, including the applicability and effect of any U.S. federal, state, local, non-U.S. and other tax laws and the potential for dividend treatment of any cash consideration received in the first merger. Holders of FBHC common stock that are not U.S. holders should consult their own tax advisors regarding the possibility of dividend treatment and the consequences thereof.

In General

The mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to FBHC’s obligation to effect the mergers that FBHC receive an opinion from Sullivan & Cromwell LLP, dated as of the closing date, to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to PNC’s obligation to effect the mergers that PNC receive an opinion from Wachtell, Lipton, Rosen & Katz, dated as of the closing date, to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. These opinions will be based on the assumption that the mergers will be completed in the manner set forth in the merger agreement and the registration statement on Form S-4 of which this proxy statement/prospectus forms a part, and on representation letters provided by FBHC and PNC, dated as of the closing date. If any of the representations, warranties, covenants or assumptions upon which the opinions described above are based are inconsistent with the actual facts, or if any condition contained in the merger agreement and affecting these opinions is breached or is waived by any party, the U.S. federal income tax consequences of the mergers could be adversely affected.

Neither of the opinions described above will be binding on the Internal Revenue Service (“IRS”). None of PNC, FBHC or Summit Merger Sub have sought or will seek any ruling from the IRS regarding any matters relating to the merger, and, as a result, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below.

As a “reorganization,” the U.S. federal income tax considerations of the mergers, taken together, to a U.S. holder generally will depend on whether the U.S. holder exchanges its FBHC common stock for cash consideration, stock consideration or a combination of cash consideration and stock consideration.

Exchange Solely for Cash

The exchange of shares of FBHC common stock solely for cash generally will result in the recognition of gain or loss equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted

 

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tax basis in the shares of FBHC common stock surrendered. Such gain or loss will generally be long-term capital gain or loss if the U.S. holder’s holding period with respect to the FBHC common stock surrendered is more than one year at the effective time of the first merger. Long-term capital gains of certain non-corporate holders, including individuals, generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of shares of FBHC common stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of FBHC common stock. In certain circumstances, if a U.S. holder actually or constructively owns PNC common stock after the transactions, the per share cash consideration received could be treated as having the effect of a distribution of a dividend under the tests set forth in Section 302 of the Code, in which case such U.S. holder may have dividend income up to the amount of the per share cash consideration received. Because the possibility of dividend treatment depends primarily upon the particular circumstances of a U.S. holder, including the application of certain constructive ownership rules, U.S. holders that actually or constructively own PNC common stock should consult their tax advisors regarding the application of the foregoing rules to their particular circumstances.

U.S. holders electing to receive solely cash consideration in the transactions may be subject to proration (as described in “ The Merger — Exchange of Shares; Election Procedures; Allocation of Merger Consideration.”), which may result in the receipt of a portion of the merger consideration in stock consideration, in addition to cash consideration. See “—Exchange for PNC Common Stock and Cash” for a general description of the U.S. federal income tax considerations to U.S. holders of the receipt of stock consideration and cash consideration.

Exchange Solely for PNC Common Stock

If, pursuant to the first merger, a U.S. holder exchanges all of its shares of FBHC common stock solely for shares of PNC common stock, that U.S. holder generally will not recognize any gain or loss, except with respect to cash received in lieu of a fractional share of PNC common stock (as discussed in “—Cash in Lieu of a Fractional Share”). The aggregate adjusted tax basis in the shares of PNC common stock received in the transactions (including fractional shares deemed received and redeemed as described in “—Cash in Lieu of a Fractional Share”) will be equal to the aggregate adjusted tax basis of the shares of FBHC common stock surrendered, and the holding period of the shares of PNC common stock received in the transactions (including fractional shares deemed received and redeemed as described in “—Cash in Lieu of a Fractional Share”) will include the holding period of the shares of FBHC common stock surrendered. If a U.S. holder acquired different blocks of shares of FBHC common stock at different times or different prices, such U.S. holder should consult his, her or its tax advisor as to the determination of the tax bases and holding periods of the PNC common stock received in the transactions.

U.S. holders electing to receive solely stock consideration in the transactions may be subject to proration (as described in “ The Merger — Exchange of Shares; Election Procedures; Allocation of Merger Consideration.”), which may result in the receipt of a portion of the merger consideration in cash consideration, in addition to the stock consideration. See “—Exchange for PNC Common Stock and Cash” for a general description of the U.S. federal income tax considerations to U.S. holders of the receipt of stock consideration and cash consideration.

Exchange for PNC Common Stock and Cash

A U.S. holder who receives a combination of PNC common stock and cash (other than cash in lieu of a fractional share of PNC common stock) pursuant to the first merger generally will recognize gain (but not loss) in an amount equal to the lesser of (1) the sum of the amount of the cash (other than cash in lieu of a fractional share of PNC common stock) and the fair market value of the PNC common stock received (including any fractional share of PNC common stock deemed received and redeemed for cash, as discussed below), minus that U.S. holder’s adjusted tax basis in its shares of FBHC common stock surrendered in exchange therefor and (2) the amount of cash received (excluding cash received in lieu of a fractional share of PNC common stock).

 

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If a U.S. holder acquired different blocks of shares of FBHC common stock at different times or different prices, any gain or loss may be determined separately for each block of shares and such U.S. holder’s basis and holding period in its shares of PNC common stock may be determined with reference to each block of shares of FBHC common stock. Any such U.S. holder should consult his, her or its tax advisor regarding the manner in which the per share cash consideration and stock consideration should be allocated among different blocks of shares of FBHC common stock surrendered, and the determination of the tax bases and holding periods of the PNC common stock received.

Any recognized gain will generally be long-term capital gain if the U.S. holder’s holding period with respect to the shares of FBHC common stock surrendered is more than one year at the effective time of the first merger. Long-term capital gains of certain non-corporate holders, including individuals, generally are subject to U.S. federal income tax at preferential rates. In certain circumstances, if a U.S. holder actually or constructively owns PNC common stock other than PNC common stock received pursuant to the transactions, the recognized gain could be treated as having the effect of the distribution of a dividend under the tests set forth in Section 302 of the Code, in which case such gain would be treated as dividend income. Because the possibility of dividend treatment depends upon the particular circumstances of a U.S. holder, including the application of certain constructive ownership rules, U.S. holders should consult their tax advisors regarding the potential application of the foregoing rules to their particular circumstances.

The aggregate tax basis of the PNC common stock received (including fractional shares deemed received and redeemed as described in “—Cash in Lieu of a Fractional Share”) will be equal to the aggregate adjusted tax basis of the shares of FBHC common stock surrendered, reduced by the amount of cash consideration received by the U.S. holder (excluding any cash in lieu of a fractional share) and increased by the amount of gain (regardless of whether such gain is classified as capital gain or dividend income, as discussed above, but excluding any gain recognized with respect to cash in lieu of a fractional share), if any, recognized by the U.S. holder on the exchange. The holding period of the PNC common stock received in the transactions (including fractional shares deemed received and redeemed as described below) will include the holding period of the shares of FBHC common stock surrendered.

Cash in Lieu of a Fractional Share

U.S. holders who receive cash in lieu of a fractional share of PNC common stock will generally be treated as having received such fractional share and then as having received such cash in redemption of the fractional share. Gain or loss generally will be recognized based on the difference between the amount of cash in lieu of the fractional share and the tax basis allocated to such fractional share. Such gain or loss generally will be long-term capital gain or loss if the holding period for such shares is more than one year at the effective time of the first merger. Long-term capital gains of certain non-corporate holders, including individuals, generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

Information reporting and backup withholding (currently, at a rate of 24%) may apply to payments made in connection with the mergers. Backup withholding will not apply, however, if the recipient provides proof of an applicable exemption or furnishes its taxpayer identification number and otherwise complies with all applicable certification requirements. Backup withholding is not an additional tax. Any amounts withheld may be allowed as a refund or credit against such U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

THIS SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. HOLDERS OF FBHC COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSIDERATIONS TO THEM OF THE MERGERS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

 

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DESCRIPTION OF PNC COMMON STOCK

As a result of the mergers, FBHC shareholders who receive shares of PNC common stock in the mergers will become shareholders of PNC. Your rights as a shareholder of PNC will be governed by the PBCL, the PNC articles of incorporation and the PNC bylaws. The following briefly summarizes the material terms of PNC common stock that will be issued in connection with the mergers. You are urged to read the applicable provisions of the PBCL, the PNC articles of incorporation and the PNC bylaws, which will be sent to shareholders of FBHC upon request. For further information, see “Where You Can Find More Information.”

Common Stock

Authorized Common Stock

PNC is authorized to issue 800,000,000 shares of PNC common stock, par value $5.00 per share.

General

Voting Rights

Holders of PNC common stock are entitled to one vote per share on all matters submitted to shareholders. Holders of PNC common stock have neither cumulative voting rights nor any preemptive rights for the purchase of additional shares of any class of PNC stock, and are not subject to liability for further calls or assessments. PNC common stock does not have any sinking fund, conversion or redemption provisions.

Dividends

Holders of PNC common stock are only entitled to receive such dividends as the PNC board of directors or a duly authorized committee thereof may declare out of funds legally available for such payments. The payment of future dividends is subject to the discretion of the PNC board of directors, which will consider, among other factors, economic and market conditions, PNC’s financial condition and operating results, and other factors, including contractual restrictions and applicable government regulations and policies (such as those relating to the ability of bank and non-bank subsidiaries to pay dividends to the parent company and regulatory capital limitations).

The amount of PNC’s dividends is also currently subject to the results of the supervisory assessment of capital adequacy and capital planning processes undertaken by the Federal Reserve and PNC’s primary bank regulator as part of the Federal Reserve’s Comprehensive Capital Analysis and Review process. The Federal Reserve has the power to prohibit PNC from paying dividends without its approval.

PNC is incorporated in Pennsylvania and governed by the PBCL. Under the PBCL, PNC cannot pay dividends if, after giving effect to the dividend payments, PNC would be unable to pay its debts as they become due in the usual course of its business or its total assets would be less than the sum of its total liabilities plus the amount that would be needed, if PNC were to be dissolved at the time as of which the dividend is measured, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the dividends.

Subject to certain important exceptions, the terms of certain of PNC outstanding series of preferred stock and capital securities prohibit PNC from declaring or paying dividends or distributions on or redeeming, purchasing, acquiring or making a liquidation payment with respect to PNC common stock unless all accrued and unpaid dividends for all completed dividend periods with respect to such preferred stock or capital security, as applicable, have been paid.

In addition, PNC has outstanding junior subordinated debentures associated with certain capital securities, the terms of which permit PNC to defer interest payments on the debentures for up to five years. At any time

 

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when PNC has deferred interest payments on these debentures or if PNC is aware of any event that would be an event of default under the indenture governing those securities, subject to certain important exceptions, PNC may not declare or pay any dividends or distributions on, redeem, purchase, acquire or a make a liquidation payment with respect to any PNC common stock.

PNC is a holding company that conducts substantially all of its operations through subsidiaries. Dividends and other capital distributions from PNC’s bank subsidiaries and, to a lesser extent, non-bank subsidiaries are PNC’s principal source of funds to pay dividends to its shareholders. Many of PNC’s subsidiaries, including PNC’s bank subsidiaries, are subject to laws that restrict dividend payments or other capital distributions or authorize regulatory bodies to prohibit or limit dividends or other capital distributions to PNC. Limitations on PNC’s ability to receive dividends or other capital distributions from PNC’s subsidiaries, including PNC’s bank subsidiaries, could have a material adverse effect on PNC’s liquidity and ability to pay dividends to PNC’s shareholders, especially to the extent that PNC must first service any outstanding debt obligations.

Dissolution

In the event of dissolution or winding up of PNC’s affairs, holders of PNC common stock will be entitled to share ratably in all assets remaining after payments to all creditors and payments required to be made in respect of outstanding preferred stock (including accrued and unpaid dividends thereon) have been made.

Additional Shares

The PNC board of directors may, except as otherwise required by applicable law or the rules of the NYSE, cause the issuance of authorized shares of common stock without shareholder approval to such persons and for such consideration as the Board may determine in connection with acquisitions by us or for other corporate purposes.

Listing

Computershare Trust Company, N.A., Canton, MA, is the transfer agent and registrar for PNC common stock. The shares of common stock are listed on the NYSE under the symbol “PNC.” The outstanding shares of common stock are validly issued, fully paid and nonassessable, and the holders of the common stock are not and will not be subject to any liability as shareholders.

Pennsylvania Law and Certain Provisions of the PNC Articles of Incorporation; Anti-Takeover Measures

Articles of Incorporation and Bylaws

The PNC amended and restated articles of incorporation (the “PNC articles of incorporation”) and the PNC amended and restated bylaws (the “PNC bylaws”) contain various provisions that may discourage or delay attempts to gain control of PNC. The PNC bylaws include provisions:

 

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authorizing the PNC board of directors to fix the size of the directors between five and 25 directors,

 

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authorizing the PNC board of directors to fill vacancies on the PNC board of directors occurring between annual shareholder meetings, including vacancies resulting from an increase in the number of directors,

 

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authorizing only the PNC board of directors, the chairman of the PNC board of directors or the chief executive officer of PNC to call a special meeting of shareholders,

 

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providing advance notice requirements for director nominations and business to be properly brought before a shareholder meeting, and

 

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authorizing a majority of the PNC board of directors to alter, amend, add to or repeal the Bylaws.

 

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The PNC articles of incorporation vest the authority to make, amend and repeal the PNC bylaws in the PNC board of directors, subject to the power of PNC shareholders to change any such action.

Provisions of Pennsylvania law also could make it more difficult for a third party to acquire control of PNC or have the effect of discouraging a third party from attempting to control PNC. The PBCL allows Pennsylvania corporations to elect to either be covered or not be covered by certain “anti-takeover” provisions. PNC has elected in the PNC bylaws not to be covered by Subchapter G of Chapter 25 of the PBCL, which would otherwise enable existing shareholders of PNC in certain circumstances to block the voting rights of an acquiring person who makes or proposes to make a control-share acquisition. PNC also opted out of the protection of Subchapter H of Chapter 25 of the PBCL, which would otherwise enable PNC to recover certain payments made to shareholders who have evidenced an intent to acquire control of PNC. However, the following provisions of the PBCL do apply to PNC:

 

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shareholders are not entitled to call a special meeting (PBCL Section 2521),

 

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unless the PNC articles of incorporation provide otherwise (which as of the date hereof they do not), action by shareholder consent must be unanimous (PBCL Section 2524),

 

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shareholders are not entitled to propose an amendment to the PNC articles of incorporation (PBCL Section 2535),

 

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certain transactions with interested shareholders (such as mergers or sales of assets between PNC and a shareholder) where the interested shareholder is a party to the transaction or is treated differently from other shareholders require approval by a majority of the disinterested shareholders (PBCL Section 2538),

 

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a five-year moratorium exists on certain business combinations with a 20% or more shareholder (PBCL Sections 2551-2556), and

 

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shareholders have a right to “put” their shares to a 20% shareholder at a “fair value” for a reasonable period after the 20% stake is acquired (PBCL Sections 2541-2547).

In addition, in certain instances the ability of the PNC board of directors to issue authorized but unissued shares of common stock and preferred stock may have an anti-takeover effect. The existence of the above provisions could result in PNC being less attractive to a potential acquirer, or result in PNC shareholders receiving less for their shares of common stock than otherwise might be available if there is a takeover attempt. The ability of a third party to acquire PNC is also limited under applicable banking regulations. The Bank Holding Company Act of 1956 (the “Bank Holding Company Act”) requires any “bank holding company” (as defined in the Bank Holding Company Act) to obtain the approval of the Federal Reserve prior to acquiring more than 5% of PNC voting securities. Any person other than a bank holding company is required to obtain prior approval of the Federal Reserve to acquire 10% or more of PNC voting securities under the Change in Bank Control Act of 1978. Any person (other than an individual) that seeks to acquire 25% or more of PNC voting securities, control one third or more of PNC’s total equity (as defined under the regulations implementing the Bank Holding Company Act), or that would own or control more than 5% of PNC voting securities and have other relationships that would, pursuant to Federal Reserve regulations or rulings, provide the holder a “controlling influence” over PNC, also must obtain the prior approval of the Federal Reserve under the Bank Holding Company Act and, if approved, is then subject to regulation as a bank holding company under the Bank Holding Company Act. Furthermore, while PNC does not have a shareholder rights plan currently in effect, under Pennsylvania law the PNC board of directors can adopt a shareholder rights plan without shareholder approval. If adopted, a shareholder rights plan could result in substantial dilution to a person or group that attempts to acquire PNC on terms not approved by the PNC board of directors.

 

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DESCRIPTION OF NEW PNC PREFERRED STOCK

At the effective time, by virtue of the first step merger and without any action on the part of PNC, FBHC or any holder of the FBHC Series B preferred stock or the new PNC preferred stock, each share of FBHC Series B preferred stock issued and outstanding immediately prior to the effective time will automatically be converted into the right to receive a share of the new PNC preferred stock. The new PNC preferred stock will have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and restrictions and limitations thereof, of FBHC Series B preferred stock immediately prior to the effective time, taken as a whole. The following briefly summarizes the terms and provisions of the new PNC preferred stock. This summary contains a description of the material terms of the new PNC preferred stock, and it is qualified in its entirety by reference to the PNC articles of incorporation, including the statement with respect to shares creating the series of the new PNC preferred stock, and the applicable provisions of Pennsylvania law and federal law governing bank holding companies. The terms defined in this section shall only be used as such for the purposes of this section.

General

The PNC charter currently authorizes the PNC board of directors, without further shareholder action, to cause PNC to issue up to 20,000,000 shares of PNC preferred stock, par value $1.00 per share, in series, to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences and rights of the shares of each such series. The PNC charter may be amended from time to time to increase the number of authorized shares of PNC preferred stock. Any such amendment would require the affirmative vote of the holders of at least a majority of the voting power of the shares of then-outstanding capital stock entitled to vote generally in the election of directors. As of September 30, 2025, there are 58,173 shares of PNC preferred stock issued and outstanding.

In connection with the first step merger, each share of FBHC Series B preferred stock issued and outstanding immediately prior to the effective time will automatically be converted into a share of new PNC preferred stock. PNC will file a statement with respect to shares classifying and designating 115,200 shares of authorized but unissued PNC preferred stock as new PNC preferred stock with the preferences, designations, rights and other terms as described below.

New PNC Preferred Stock

Rank

With respect to the payment of dividends and distribution of assets upon liquidation, dissolution, or winding-up of PNC, the new PNC preferred stock will rank (i) senior to PNC common stock and to any other class or series of capital stock of PNC, other than each series of PNC preferred stock that, by its terms, expressly provides that it ranks pari passu with the new PNC preferred stock and (ii) on a parity with each series of PNC preferred stock and any other class or series of capital stock of PNC that, by its terms, expressly provides that it ranks pari passu with the new PNC preferred stock.

The holders of shares of the new PNC preferred stock will not have any rights to convert such shares into shares of any other class or series of securities of PNC.

Dividends and Other Distributions

Holders of new PNC preferred stock will be entitled to receive, only when, as and if declared by the PNC board of directors or a duly authorized committee thereof, out of assets legally available for the payment of dividends under Delaware law, non-cumulative cash dividends based on the liquidation amount of $1,000 per

 

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share of the new PNC preferred stock at a rate per annum equal to (i) 7.250% for each dividend period from, and including, the last dividend payment date in respect of the FBHC Series B preferred stock prior to its conversion to new PNC preferred stock to, but excluding July 29, 2027 and (ii) the five-year treasury rate as of the most recent reset dividend determination date plus 4.000% during each reset period, from, and including July 29, 2027. If PNC issues additional shares of the new PNC preferred stock after the original issue date, then dividends on such shares will accrue from the later of such original issue date of the new PNC preferred stock or the dividend payment date, if any, immediately prior to the original issue date of such additional shares.

The “reset date” means July 29, 2027, and each date falling on the fifth anniversary of the preceding reset date, including July 29, 2027, which will not be adjusted for business days. The “reset dividend determination date” means, in respect of any reset period, the day falling two business days prior to the beginning of the reset period. The “reset period” means the period from and including July 29, 2027, to, but excluding, the next following reset date and thereafter each period from and including each reset date to, but excluding, the next following reset date.

For any reset period commencing on or after July 29, 2027, the “five-year treasury rate” means: (i) the average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five business days appearing (or, if fewer than five business days appear, such number of business days appearing) under the caption “Treasury Constant Maturities” in the most recently published H.15 Daily Update as of 5:00 p.m. (Eastern Time) as of any date of determination; or (ii) if there are no such published yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, then the rate will be determined by interpolation between the average of the yields on actively traded U.S. treasury securities adjusted to constant maturity for two series of actively traded U.S. treasury securities, (A) one maturing as close as possible to, but earlier than, the reset date following the next succeeding reset dividend determination date and (B) the other maturing as close as possible to, but later than, the reset date following the next succeeding reset dividend determination date, in each case for the five business days appearing (or, if fewer than five business days appear, such number of business days appearing) under the caption “Treasury Constant Maturities” in the H.15 Daily Update as of 5:00 p.m. (Eastern Time) as of any date of determination.

If PNC, in its sole discretion, determines that the five-year treasury rate cannot be determined in the manner applicable for such rate (which, as of the original issue date of the new PNC preferred stock, is pursuant to the methods described above), then PNC may, in its sole discretion, designate an unaffiliated agent or advisor (the “designee”), to determine whether there is an industry-accepted successor rate to the then-applicable base rate (which, as of the original issue date of the new PNC preferred stock, is the initial base rate). If the designee determines that there is such an industry-accepted successor rate, then the five-year treasury rate will be such successor rate and, in that case, the designee may adjust the spread and may determine and adjust the business day convention, the definition of business day and the reset dividend determination date to be used and any other relevant methodology for determining or otherwise calculating such successor rate, including any adjustment factor needed to make such successor rate comparable to the then-applicable base rate (which, as of the original issue date of the new PNC preferred stock, is the initial base rate) in each case, in a manner that is consistent with industry-accepted practices for the use of such successor rate. If PNC, in its sole discretion, does not designate a designee or if the designee determines that there is no industry-accepted successor rate to then-applicable base rate, then the five-year treasury rate will be the same interest rate determined for the prior reset dividend determination date or, if this sentence is applicable with respect to the first reset dividend determination date, 3.250%.

The five-year treasury rate will be determined by the calculation agent on the second business day immediately preceding the applicable reset date.

If declared by the PNC board of directors or a duly authorized committee thereof, dividends payable on the new PNC preferred stock for any dividend period will be paid quarterly, in arrears, on January 29, April 29, July 29 and October 29 of each year (each, a “dividend payment date”). If any dividend payment date is not a

 

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business day, then the payment will be made on the next business day without any adjustment to the amount of dividends paid. The “dividend period” refers to the period from and including a dividend payment date to but excluding the next dividend payment date, except that the initial dividend period will commence on and include the last dividend payment date in respect of the FBHC Series B preferred stock prior to its conversion to new PNC preferred stock.

Dividends will be payable to holders of record of new PNC preferred stock as they appear on PNC’s stock register on the applicable record date, which shall be the 15th calendar day before the applicable dividend payment date, or such other record date, no earlier than 30 calendar days before the applicable dividend payment date, as shall be fixed by the PNC board of directors or a duly authorized committee thereof.

Dividends payable on new PNC preferred stock will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends on the new PNC preferred stock will cease to accrue on the redemption date, if any, unless PNC defaults in the payment of the redemption price of the new PNC preferred stock called for redemption.

Dividends on the new PNC preferred stock will not be cumulative. If the PNC board of directors or a duly authorized committee thereof does not declare a dividend on the new PNC preferred stock in respect of a dividend period, then no dividend shall be deemed to have accrued for such dividend period, be payable on the applicable dividend payment date or be cumulative, and PNC will have no obligation to pay any dividend for that dividend period, whether or not the PNC board of directors or a duly authorized committee thereof declares a dividend for any future dividend period with respect to the new PNC preferred stock, PNC common stock, or any other class or series of preferred stock of PNC.

So long as any share of new PNC preferred stock remains outstanding, unless the full dividends for the preceding dividend period on all outstanding shares of new PNC preferred stock have been declared and paid or declared and a sum sufficient for the payment thereof has been set aside:

 

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no dividend will be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any junior securities (other than (i) a dividend payable solely in junior securities or (ii) any dividend in connection with the implementation of a shareholder’s rights plan, or the redemption or repurchase of any rights under any such plan); and

 

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no shares of junior securities will be repurchased, redeemed or otherwise acquired for consideration by PNC, directly or indirectly (other than (i) as a result of a reclassification of junior securities for or into other junior securities, (ii) the exchange or conversion of one share of junior securities for or into another share of junior securities, or (iii) the purchase of fractional interests in shares of junior securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged, or (vii) the acquisition by PNC or any of its subsidiaries of record ownership in junior securities for the beneficial ownership of any other persons (other than for the beneficial ownership by PNC or any of its subsidiaries), including as trustees or custodians), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by PNC.

PNC will not declare or pay or set apart funds for the payment of dividends on any parity securities, if any, unless PNC has paid or set apart funds for the payment of dividends on the new PNC preferred stock. When dividends are not paid in full upon the shares of new PNC preferred stock and parity securities, if any, all dividends declared upon shares of new PNC preferred stock and parity securities, if any, will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current dividend period per share on new PNC preferred stock, and accrued dividends, including any accumulations, if any, on parity securities, if any, bear to each other.

Subject to the foregoing, and not otherwise, dividends (payable in cash, stock or otherwise), as may be determined by the PNC board of directors or a duly authorized committee thereof, may be declared and paid on

 

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the PNC common stock and any junior securities or parity securities from time to time out of any assets legally available for such payment, and the holders of new PNC preferred stock shall not be entitled to participate in any such dividend.

Dividends on the new PNC preferred stock will not be declared, paid or set aside for payment to the extent such act would cause PNC to fail to comply with applicable laws and regulations, including applicable capital adequacy guidelines.

Redemption

The new PNC preferred stock is perpetual and has no maturity date. The new PNC preferred stock is not subject to any mandatory redemption, sinking fund or other similar provisions. The new PNC preferred stock will be redeemable at the option of PNC, in whole or in part, from time to time, during the three-month period prior to, and including, each reset date, at a redemption price equal to $1,000 per share of new PNC preferred stock, plus any declared and unpaid dividends, without regard to any undeclared dividends, on the shares of new PNC preferred stock called for redemption to, but excluding, the redemption date. Holders of new PNC preferred stock will have no right to require the redemption or repurchase of new PNC preferred stock. Notwithstanding the foregoing, within ninety (90) days following the occurrence of a regulatory capital treatment event, PNC, at its option, may redeem at any time all (but not less than all) of the shares of the new PNC preferred stock at the time outstanding, at a redemption price equal to $1,000 per share of new PNC preferred stock, plus any declared and unpaid dividends, without regard to any undeclared dividends, on the shares of new PNC preferred stock called for redemption to, but excluding, the redemption date, upon notice given as described below.

A “regulatory capital treatment event” means, for purposes of this section, the good faith determination by PNC that, as a result of (1) any amendment to, or change (including any announced prospective change) in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of new PNC preferred stock; (2) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of new PNC preferred stock; or (3) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of new PNC preferred stock, there is more than an insubstantial risk that PNC will not be entitled to treat the full liquidation value of the shares of new PNC preferred stock then outstanding as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy rules or regulations of any successor appropriate federal banking agency), as then in effect and applicable, for as long as any share of new PNC preferred stock is outstanding. “Appropriate federal banking agency” means the “appropriate federal banking agency” with respect to PNC as that term is defined in Section 3(q) of the Federal Deposit Insurance Act or any successor provision.

If shares of new PNC preferred stock are to be redeemed, the notice of redemption shall be given by first class mail to the holders of record of new PNC preferred stock to be redeemed, mailed not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for redemption thereof. Each notice of redemption will include a statement setting forth: (1) the redemption date; (2) the number of shares of new PNC preferred stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares of new PNC preferred stock to be redeemed from such holder; (3) the redemption price; (4) the place or places where the certificates evidencing shares of new PNC preferred stock are to be surrendered for payment of the redemption price; and (5) that dividends on such shares will cease to accrue on the redemption date. On and after the redemption date, dividends will cease to accrue on shares of new PNC preferred stock, and such shares of new PNC preferred stock shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the redemption price plus any declared and unpaid dividends, without regard to any undeclared dividends, on such shares of new PNC preferred stock to, but excluding, the redemption date.

In case of any redemption of only part of the shares of new PNC preferred stock at the time outstanding, the shares to be redeemed will be selected either pro rata, by lot or in such other manner as PNC may determine to be

 

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equitable. Subject to the provisions hereof, the PNC board of directors will have full power and authority to prescribe the terms and conditions upon which shares of new PNC preferred stock will be redeemed from time to time.

Any redemption of the new PNC preferred stock is subject to PNC’s receipt of any required prior approval from the Federal Reserve and to the satisfaction of any conditions set forth in the capital guidelines or regulations of the Federal Reserve applicable to redemption of the new PNC preferred stock. Under the current Federal Reserve regulations, prior to exercising the option to redeem the new PNC preferred stock, or immediately thereafter, PNC will be required to either replace the new PNC preferred stock with an equal amount of instruments that meet the Federal Reserve’s criteria for Tier 1 capital treatment or demonstrate to the satisfaction of the Federal Reserve that following redemption, PNC would continue to hold capital commensurate with its risk.

Liquidation Rights

Upon any voluntary or involuntary liquidation, dissolution or winding-up of PNC, holders of new PNC preferred stock are entitled to receive out of assets of PNC available for distribution to shareholders, after satisfaction of liabilities to creditors and subject to the rights of holders of any securities ranking senior to new PNC preferred stock, before any distribution of assets is made to holders of PNC common stock or any junior securities, a liquidating distribution in the amount of the liquidation preference of $1,000 per share of new PNC preferred stock, plus any declared and unpaid dividends, without regard to any undeclared dividends. Holders of new PNC preferred stock will not be entitled to any other amounts from PNC after they have received their full liquidating distribution.

In addition, PNC will generally be able to pay dividends and distributions upon liquidation, dissolution or winding-up only out of lawfully available assets for such payment (after satisfaction of all claims for indebtedness and other non-equity claims). Further, the new PNC preferred stock may be fully subordinated to interests held by the U.S. government in the event that PNC enters into a receivership, insolvency, liquidation or similar proceeding, including a proceeding under the Orderly Liquidation Authority of the Dodd-Frank Act.

In any such distribution, if the assets of PNC are not sufficient to pay the liquidation preferences plus declared and unpaid dividends in full to all holders of new PNC preferred stock and all holders of parity securities, if any, as to such distribution with the new PNC preferred stock the amounts paid to the holders of new PNC preferred stock and to the holders of all parity securities, if any, will be paid pro rata in accordance with the respective aggregate liquidating distribution owed to those holders. If the liquidation preference plus declared and unpaid dividends has been paid in full to all holders of new PNC preferred stock and parity securities, if any, the holders of the junior securities will be entitled to receive all remaining assets of PNC according to their respective rights and preferences.

The merger or consolidation of PNC with any other entity, including a merger or consolidation in which the holders of new PNC preferred stock receive cash, securities or property for their shares, or the sale, lease or exchange of all or substantially all of the assets of PNC for cash, securities or other property, shall not constitute a liquidation, dissolution or winding-up of PNC.

Voting Rights

Except as provided below or as expressly required by law, the holders of shares of new PNC preferred stock will have no voting power, and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of shares of PNC capital stock, and will not be entitled to call a meeting of such holders for any purpose, nor will they be entitled to participate in any meeting of the PNC shareholders.

So long as any shares of new PNC preferred stock remain outstanding, the affirmative vote or consent of the holders of at least two-thirds of all of the shares of new PNC preferred stock at the time outstanding, voting

 

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separately as a class, will be required to: (1) authorize or increase the authorized amount of, or issue shares of, any class or series of stock ranking senior to the new PNC preferred stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding-up of PNC, or issue any obligation or security convertible into or evidencing the right to purchase, any class or series of stock ranking senior to new PNC preferred stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding-up of PNC; (2) amend the provisions of PNC’s charter so as to adversely affect the powers, preferences, privileges or rights of new PNC preferred stock, taken as a whole; provided, however, that any increase in the amount of the authorized or issued shares of new PNC preferred stock or authorized PNC common stock or preferred stock of PNC or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock of PNC ranking equally with or junior to new PNC preferred stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) or the distribution of assets upon liquidation, dissolution or winding-up of PNC will not be deemed to adversely affect the powers, preferences, privileges or rights of new PNC preferred stock; and (3) consummate a binding share-exchange or reclassification involving the new PNC preferred stock, or a merger or consolidation of PNC with or into another entity unless (i) the shares of the new PNC preferred stock remain outstanding or are converted into or exchanged for preference securities of the new surviving entity and (ii) the shares of the remaining new PNC preferred stock or new preferred securities have terms that are not materially less favorable than the new PNC preferred stock. The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of new PNC preferred stock shall have been redeemed.

Without the consent of the holders of new PNC preferred stock, so long as such action does not adversely affect the rights, preferences, privileges and voting powers, and limitations and restrictions of the new PNC preferred stock, PNC may amend, alter, supplement or repeal any terms of the new PNC preferred stock: (i) to cure any ambiguity, or to cure, correct or supplement any provision contained in the applicable statement with respect to shares that may be defective or inconsistent; or (ii) to make any provision with respect to matters or questions arising with respect to the new PNC preferred stock that is not inconsistent with the provisions of the applicable statement with respect to shares.

Transfer Agent and Registrar

Computershare Trust Company, N.A. will serve as transfer agent and registrar for the new PNC preferred stock.

 

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COMPARISON OF SHAREHOLDERS’ RIGHTS

If the mergers are completed, FBHC shareholders will receive shares of PNC common stock in the mergers. PNC is organized under the laws of the Commonwealth of Pennsylvania, and FBHC is organized under the laws of the State of Colorado. The following is a summary of the material differences between (1) the current rights of FBHC shareholders under the FBHC articles of incorporation and the FBHC bylaws, and (2) the current rights of PNC shareholders under the PNC articles of incorporation and the PNC bylaws.

PNC and FBHC believe that this summary describes the material differences between the rights of PNC shareholders as of the date of this proxy statement/prospectus and the rights of FBHC shareholders as of the date of this proxy statement/prospectus; however, it does not purport to be a complete description of those differences. Copies of PNC’s governing documents have been filed with the SEC. To find out where copies of these documents can be obtained, see “Where You Can Find More Information.”

 

		FBHC Governing Documents		PNC Governing Documents
Number of Authorized and Outstanding Shares		FBHC is authorized under the FBHC articles of incorporation to issue up to 10,000,000 shares of common stock, no par value per share, and 500,000 shares of preferred stock, no par value per share. As of September 30, 2025, there were 3,768,940 shares of FBHC common stock outstanding and 130,336 shares of FBHC preferred stock outstanding.		PNC is authorized under the PNC articles of incorporation to issue up to 800,000,000 shares of common stock, par value $5.00 per share, and 20,000,000 shares of preferred stock, par value $1.00 per share. As of September 30, 2025 there were 392,381,546 shares of PNC common stock outstanding and 58,173 shares of PNC preferred stock outstanding.
Voting Limitations		Each share of FBHC Class B common stock is entitled to one vote on each matter voted on at a meeting of FBHC shareholders. Shares of FBHC Class A common stock have no voting power.		Each share of PNC common stock is entitled to one vote on each matter voted on at a meeting of PNC shareholders.
Rights of Preferred Stock		FBHC’s articles of incorporation authorize the board of directors, without further shareholder action, to issue up to 500,000 shares of preferred stock, in one or more classes or series, and to determine by resolution the designations, preferences, limitations, and relative rights of any such class or series. The rights of preferred shareholders may supersede the rights of common shareholders.		The PNC articles of incorporation authorize the board of directors, to issue up to 20,000,000 shares of preferred stock, in one or more series, and determine by resolution any designations, preferences, qualifications, privileges, limitations, restrictions, or special or relative rights of additional series. The rights of preferred shareholders may supersede the rights of common shareholders.
Size of Board of Directors		The FBHC bylaws provide that the number of directors serving on the FBHC board of directors will not be less than nine (9) nor more than twenty (20) members as will be established from time to time exclusively by resolution adopted by either the majority of the shares		The PNC bylaws provide that the number of directors serving on the PNC board of directors will be not less than five (5) nor more than twenty-five (25) members as will be established from time to time exclusively by resolution adopted by a

 

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		FBHC Governing Documents		PNC Governing Documents
		represented at a meeting of shareholders or a majority of the FBHC board of directors.		majority of the PNC board of directors.
Classes of Directors		The FBHC board of directors consists of one class. All directors serve for a term that expires at the next annual meeting of shareholders and until their respective successors are elected and qualified or their earlier death, resignation, disqualification or removal.		Substantially the same as FBHC.
Removal and Resignation of Directors		The CBCA provides that any director may be removed by a vote of the shareholders entitled to elect directors, with or without cause. Shareholder removal is restricted if the articles require removal only for cause, if shareholders vote cumulatively when electing directors, or if the director was elected by a separate voting group, in which case only that group may vote. The vote must be taken at a meeting called for that purpose and the notice must so state. None of these restrictions apply to FBHC. The board is not classified and directors serve until the next annual meeting. Cumulative voting is prohibited. The bylaws contain no special removal provision. The FBHC Class B common stock shareholders, who are the shareholders entitled to elect directors, may therefore remove directors under the CBCA standard. Colorado law does not authorize the board to remove a fellow director. A Colorado district court may remove a director on application by the corporation or by shareholders holding at least ten percent of any class upon findings of fraudulent or dishonest conduct or gross abuse of authority or discretion and that removal is in the corporation’s best interests, and the court may bar re-election.		The PBCL provides that any director may be removed by a vote of shareholders entitled to elect directors. Directors may remove a fellow director if he or she has been judicially declared of unsound mind, has been convicted of an offense punishable by imprisonment for more than one year or has failed to accept the office, or upon any other proper cause that the bylaws may specify. PNC bylaws do not specify another proper cause for removal of a director. A court may remove a director upon application in a derivative suit in cases of fraudulent or dishonest acts, gross abuse of authority or discretion, or for any other proper cause.
Vacancies on the Board of Directors		The FBHC bylaws provide that vacancies in the board of directors, including vacancies resulting from an increase in the number of directors,		Substantially the same as FBHC.

 

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		FBHC Governing Documents		PNC Governing Documents
		may be filled by a majority of the remaining directors, even if less than a quorum.
Special Meetings of Shareholders		The FBHC bylaws provide that special meetings of the shareholders may be called at any time by the FBHC President or any Vice President, or by the FBHC board of directors, and may also be called by the holders of not less than one-tenth of all shares entitled to vote at the meeting.		The PNC bylaws provide that special meetings of the shareholders may be called at any time by the chair of the board of directors or the chief executive officer or by the board of directors pursuant to a resolution adopted by a majority of the total number of directors that PNC would have if there were no vacancies.
Quorum		The FBHC bylaws provide that the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter will constitute a quorum for the purpose of considering such matter.		Substantially the same as FBHC.
Notice of Shareholder Meetings		The FBHC bylaws provide that written notice of every meeting of the shareholders will be given, by or at the direction of the President, the Secretary, or the person calling the meeting, to each shareholder of record entitled to vote not less than ten (10) nor more than fifty (50) days before the meeting. If the meeting will consider an increase in authorized capital stock, at least thirty (30) days’ notice is required.		The PNC bylaws provide that written notice of every meeting of the shareholders will be given, either personally, by electronic transmission or by mail, to each shareholder of record entitled to vote at the meeting at least five (5) days prior to the day named for the meeting, unless a greater period of notice is required by law.
Advance Notice of Shareholder Nominations and Shareholder Proposals		Not applicable.		A nomination for the election of a director or a proposal for action at an annual meeting may be made by a shareholder only if written notice of such nomination or proposal has been received by the corporate secretary of PNC not later than the close of business on the 90th day, and no earlier than the close of business on the 120th day, prior to the 1st anniversary of the preceding year’s annual meeting, or if the date of the 1st public announcement of annual meeting is less than one hundred (100) days prior to the date of such annual meeting, then the tenth day following the first public disclosure of the date of such meeting. Any such

 

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		FBHC Governing Documents		PNC Governing Documents
				nomination for the election of a director or a proposal for action at an annual meeting must conform to the requirements set out in the PNC bylaws that are applicable to such nominations or proposals.
Limitation of Liability for Officers and Directors		The FBHC articles of incorporation provide that a director will, to the fullest extent permitted by the CBCA, have no personal liability for monetary damages to FBHC or its shareholders for any action taken, or any failure to take any action, as a director.		The PNC bylaws provide that a director will, to the maximum extent permitted by the laws of the Commonwealth of Pennsylvania and the federal banking laws and regulations, have no personal liability for monetary damages for any action taken, or any failure to take any action, as a director, except where such elimination is not permitted by applicable laws and regulations.
Indemnification of Officers and Directors		The FBHC articles of incorporation provide that each person who was or is made a party, or is threatened to be made a party, to any proceeding by reason of the fact that the person is or was a director or officer of FBHC, or, while serving in such capacity, is or was serving at FBHC’s request as a director, officer, partner, trustee, employee, fiduciary, or agent of another entity or an employee benefit plan, will be indemnified and held harmless by FBHC to the fullest extent permitted by applicable law (as in effect from time to time) against all liability and expense (including attorneys’ fees) reasonably incurred in connection therewith, and such indemnification extends to the person’s estate and personal representative. The FBHC articles of incorporation also authorize FBHC to provide indemnification by bylaw, board or shareholder resolution, contract, or otherwise, to the extent legally permissible.		The PNC bylaws provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, investigative, legislative or other, by reason that he or she is or was a director or officer of PNC or is or was serving at the request of PNC as a director, officer, employee or agent of another bank, corporation, partnership, joint venture, trust or other enterprise, will be indemnified and held harmless by PNC to the fullest extent authorized by the laws of the Commonwealth of Pennsylvania, against all expense, liability and loss (including attorneys’ fees, judgments, fines, penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the such person in connection therewith and such indemnification will continue as to a such person who has ceased to be a director, officer, employee or agent and will inure to the benefit of such person’s executors and administrators, unless it is (a) ultimately determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under

 

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		FBHC Governing Documents		PNC Governing Documents
				the PNC bylaws, or (b) found that such person is not entitled to indemnification under applicable laws.
Amendments to Organizational Documents		Amendments to the FBHC articles of incorporation require approval by two-thirds or more of the shares of each class entitled to vote.   The FBHC bylaws may be altered, amended, or repealed from time to time in whole or in part by the affirmative vote of a majority of the FBHC board of directors at a meeting called for that purpose, or by consent.		Under the PBCL, an amendment to the articles of incorporation may be proposed by adoption of a resolution by the PNC board. An amendment must be submitted to a shareholder vote and shall be deemed adopted if approved by a majority of the votes cast by all shareholders entitled to vote thereon and, if any class or series of shares is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each such class vote. Amendments on matters specified in Section 1914(c) of the PBCL do not require shareholder approval.   The PNC bylaws may be altered, amended, added to or repealed by a vote of a majority of the PNC board at any regular meeting of the PNC board or at any special meeting of the PNC board called for that purpose. However, PNC’s charter provides that the authority to make, amend, and repeal bylaws, while vested in the PNC board, is subject to the power of the shareholders to change such action. Moreover, the PNC board may not adopt or change a bylaw on certain subjects committed expressly to the shareholders by Section 1504(b) of the PBCL.
Action by Written Consent of Shareholders		The FBHC bylaws provide that any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action, is signed by all shareholders entitled to vote on the matter, and such consent has the same force and effect as a unanimous vote.		Under the PBCL, unless otherwise restricted in the bylaws, any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders of a business corporation may be taken without a meeting if a consent or consents to the action in record form are signed, before, on or after the effective time of the action by all of the shareholders who would be entitled to vote at a meeting for such purpose. Action by written consent is not currently restricted under PNC bylaws.

 

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		FBHC Governing Documents		PNC Governing Documents
Common Stock Share Conversion		The FBHC articles of incorporation provide that FBHC Class A common stock may be converted or exchanged for FBHC Class B common stock only with the approval of the holders of at least two-thirds of the outstanding shares of FBHC Class B common stock, provided that the board of directors may approve exchanges related to the FBHC ESOP if required by applicable law. Further, immediately upon an “event of change of control,” all outstanding shares of FBHC Class A common stock automatically convert, without further action, into FBHC Class B common stock, and the holders thereafter have, share-for-share, all rights, privileges, qualifications and limitations (including voting rights) of FBHC Class B common stock.		Not applicable.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF FBHC

The table below sets forth certain information with respect to the beneficial ownership of the FBHC common stock as of September 4, 2025, by each shareholder who is known by FBHC to own beneficially more than 5% of the outstanding shares of FBHC Class A common stock or FBHC Class B common stock, by each member of the FBHC board of directors and by each executive officer of FBHC. Beneficial ownership has been determined in accordance with the rules of the SEC. There are no shares of FBHC common stock subject to stock options that are exercisable currently or become exercisable within sixty (60) days.

 

Name of Individual		FBHC Class A Shares				FBHC Class B Shares				Percent of Voting Shares
Directors and Executive Officers
David C. Baker1 Director			4,470				8,550				*
Dennis E. Barrett Director			0				980				*
Wesley A. Brown Director			3,609				0				—
Kevin T. Classen2 Director and Chief Executive Officer			4,575				360				*
Veena Dandapani Director			262				0				—
Christopher Davis-Massey Director			159				0				—
Wendy J. Dominguez Director			310				0				—
John W. Graham Director			0				0				—
Larry J. Hauserman Director			0				302,050				9.15%
William J. Hybl Director			0				0				—
John A. Ikard Director			2,491				390				*
Kelly Kaminskas Chief Operating Officer			1,585				0				—
John Markovich Chief Credit Officer			855				0				—
Anita Padilla-Fitzgerald Director			380				0				—
Jennifer Payne3 Chief Risk Officer			2,151				0				—
Mary S. Reisher Director			0				310,412				9.40%
Nancy A. Reisher Director			1,560				321,036				9.73%
Matthew J. Ritter Director			417				0				—
Adam Sands Chief Banking Officer			1,518				0				—
D. Todd Vanosdoll5 Chief Financial Officer			4,281				0				—

 

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Name of Individual		FBHC Class A Shares		FBHC Class B Shares		Percent of Voting Shares
Elbra M. Wedgeworth Director		0		0		—
Directors and Executive Officers (as a group, 21 persons)		28,623		943,778		28.59%
Name and Address of holders of 5% or more of the outstanding shares.4
Reisher Family Foundation		0		566,238		17.16%
Larry J. Hauserman		0		302,050		9.15%
Mary S. Reisher		0		310,412		9.40%
Nancy A. Reisher		1,560		321,036		9.73%

*	Represents less than 1% of FBHC’s outstanding common stock.

1	David C. Baker owns 5,550 Class B shares individually, and an additional 3,000 Class B shares jointly with spouse.

2	Kevin T. Classen owns 240 Class B shares individually, and an additional 120 Class B shares jointly with spouse.

3	Jennifer Payne owns 2,061 Class A shares individually, and an additional 90 Class A shares jointly with spouse.

4	The address for each holder of 5% or more of the outstanding shares of FBHC common stock is c/o FBHC, 12345 W Colfax Ave, Lakewood, Colorado 80215.

5	D. Todd Vanosdoll owns 4,281 Class A shares jointly with spouse.

 

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LEGAL MATTERS

The validity of the PNC common stock and new PNC preferred stock to be issued in connection with the mergers will be passed upon for PNC by Laura Gleason, Esq., Deputy General Counsel and Corporate Secretary of PNC. Ms. Gleason beneficially owns, or has rights to acquire, an aggregate of less than 1% of PNC’s common stock.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this proxy statement/prospectus by reference to PNC’s Annual Report on Form 10-K for the year ended December 31, 2024 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

 

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WHERE YOU CAN FIND MORE INFORMATION

PNC has filed with the SEC a registration statement under the Securities Act that registers the issuance of the shares of PNC common stock to be issued in connection with the mergers. This proxy statement/prospectus is a part of that registration statement and constitutes the prospectus of PNC and a proxy statement for FBHC shareholders. The registration statement, including this proxy statement/prospectus and the attached annexes and exhibits, contains additional relevant information about PNC and PNC common stock.

PNC also files reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website at www.sec.gov that contains reports, proxy statements, and other information about issuers, such as PNC, who files electronically with the SEC. The reports and other information filed by PNC with the SEC are also available at PNC’s website at www.pnc.com. The web addresses of the SEC and PNC are included as inactive textual references only. Except as specifically incorporated by reference into this proxy statement/prospectus, information on those web sites is not part of this proxy statement/ prospectus.

The SEC allows PNC to incorporate by reference information in this proxy statement/prospectus. This means that PNC can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this proxy statement/prospectus, except for any information that is superseded by information that is included directly in this proxy statement/prospectus.

This proxy statement/prospectus incorporates by reference the documents listed below that PNC previously filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed according to SEC rules). They contain important information about PNC and its financial condition.

PNC filings (SEC File No. 001-09718)

 

•

Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025;

 

•

Quarterly Reports on Form 10-Q for the quarters ended (i) March 31, 2025, filed with the SEC on May 2, 2025 and (ii) June 30, 2025, filed with the SEC on August 1, 2025;

 

•

Current Reports on Form 8-K filed with the SEC on January  23, 2025, January  29, 2025, February  3, 2025, February  21, 2025, March  27, 2025, April  7, 2025 (solely with respect to Item 5.02 thereof), April  25, 2025 and May  13, 2025, and July 21, 2025;

 

•

Definitive Proxy Statement on Schedule 14A filed with the SEC on March 12, 2025 (solely to the extent incorporated by reference into Part III of PNC’s Annual Report on Form 10-K for the year ended December 31, 2024); and

 

•

The description of PNC’s common stock contained in Exhibit 4.14 to PNC’s Annual Report on Form 10-K for the year ended December 31, 2024, including any amendments or reports filed with the SEC for the purpose of updating such description.

In addition, PNC incorporates by reference additional documents filed with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act between the date of this proxy statement/prospectus and the date of the FBHC special meeting, provided that PNC is not incorporating by reference any information furnished to, but not filed with, the SEC.

Except where the context otherwise indicates, PNC has supplied all information contained or incorporated by reference in this proxy statement/prospectus relating to PNC, and FBHC has supplied all information contained in this proxy statement/prospectus relating to FBHC.

 

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Documents incorporated by reference are available from PNC without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this proxy statement/prospectus. You can obtain documents incorporated by reference in this proxy statement/prospectus by requesting them in writing or by telephone at the following address and phone number:

The PNC Financial Services Group, Inc.

The Tower at PNC Plaza

300 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2401

Attention: Shareholder Services

Telephone: (800) 982-7652

www.computershare.com/contactus

FBHC shareholders requesting documents must request them no later than five business days before the date of the FBHC special meeting. This means that FBHC shareholders requesting documents must do so by November 7, 2025. FBHC shareholders will not be charged for any of these documents that you request.

If you request any incorporated documents from PNC, PNC will mail them to you by first class mail, or another equally prompt means, within one business day after receiving your request.

FBHC

FBHC does not have a class of securities registered under Section 12 of the Exchange Act, is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, and accordingly does not file documents and reports with the SEC. If you have questions concerning FBHC or would like to request copies of FBHC’s audited historical consolidated financial statements or quarterly financial information, please contact:

FirstBank Holding Company

12345 W Colfax Ave

Lakewood, CO 80215

Attn: Mike Kirby, Corporate Secretary

Telephone: 303-285-1808 / 1-877-330-6112

You should rely only on the information contained or incorporated by reference in this proxy statement/ prospectus. Neither PNC nor FBHC has authorized anyone to give any information or make any representation about the mergers, PNC or FBHC that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that PNC has incorporated by reference into this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to FBHC shareholders, nor the issuance by PNC of PNC common stock or preferred stock pursuant to the merger agreement, will create any implication to the contrary.

 

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ANNEX A

FINAL VERSION

AGREEMENT AND PLAN OF MERGER

by and among

THE PNC FINANCIAL SERVICES GROUP, INC.

SUMMIT MERGER SUB I, INC.

and

FIRSTBANK HOLDING COMPANY

 

 

Dated September 5, 2025

 

TABLE OF CONTENTS

 

ARTICLE I
THE MERGERS
1.1		The First Step Merger			A-1
1.2		The Second Step Merger			A-2
1.3		Closing			A-3
1.4		Conversion of Company Common Stock			A-3
1.5		Company Preferred Stock			A-4
1.6		Treatment of Company RSU Awards			A-5
1.7		Adjustments			A-6
1.8		Dissenting Shares			A-6
1.9		Tax Consequences			A-6
ARTICLE II
ELECTION AND EXCHANGE MECHANICS
2.1		Election Procedures			A-6
2.2		Purchaser to Make Consideration Available			A-9
2.3		Payments and Exchange of Shares			A-9
2.4		Withholding			A-11
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF COMPANY
3.1		Corporate Organization			A-12
3.2		Capitalization			A-14
3.3		Authority; No Violation			A-15
3.4		Consents and Approvals			A-15
3.5		Reports			A-16
3.6		Financial Statements			A-16
3.7		Broker’s Fees			A-17
3.8		Absence of Certain Changes or Events			A-17
3.9		Legal and Regulatory Proceedings			A-17
3.10		Taxes			A-18
3.11		Employees			A-19
3.12		Compliance with Applicable Law			A-21
3.13		Certain Contracts			A-22
3.14		Agreements with Regulatory Agencies			A-23
3.15		Environmental Matters			A-24
3.16		Investment Securities and Commodities			A-24
3.17		Real Property			A-24
3.18		Intellectual Property			A-25
3.19		Related Party Transactions			A-25
3.20		State Takeover Laws			A-26
3.21		Opinion			A-26
3.22		Company Information			A-26
3.23		Loan Portfolio			A-26
3.24		Insurance			A-27
3.25		No Other Representations or Warranties			A-27

 

A-i