|Issuer:||The PNC Financial Services Group, Inc. (“PNC”)|
|Security:||5.939% Fixed Rate/Floating Rate Senior Notes due August 18, 2034 (the “Senior Notes”)|
|Expected Security Ratings:*|
A3 / A- / A (Moody’s / S&P / Fitch)
|Price to Investors:||100.000% of face amount|
|Minimum Denomination/Multiples:||$2,000 / multiples of $1,000 in excess thereof|
|Trade Date:||August 15, 2023|
|Settlement Date:**||August 18, 2023 (T+3)|
|Maturity:||August 18, 2034|
|Optional Redemption Date:||Redeemable in whole, but not in part, on August 18, 2033, the date that is one year prior to the maturity date, at 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest thereon to the date of redemption. Also redeemable in whole, or in part, during the 90-day period prior to, and including, the maturity date at 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest thereon to the date of redemption|
|Fixed Rate Period:||From, and including, August 18, 2023 to, but excluding, August 18, 2033|
|Floating Rate Period:||From, and including, August 18, 2033 to, but excluding, the maturity date|
Fixed Rate Period: 5.939% annually
Floating Rate Period: Compounded SOFR, determined as set forth under “Certain Terms of the Senior Notes—Interest—Floating Rate Period” in the preliminary prospectus supplement dated August 15, 2023, plus 1.946%
|Interest Payment Dates:|
Fixed Rate Period: Each February 18 and August 18, commencing on February 18, 2024 and ending on August 18, 2033
Floating Rate Period: November 18, 2033, February 18, 2034, May 18, 2034 and at the maturity date
Day Count Convention /
Business Day Convention:
Fixed Rate Period: 30/360; Following Business Day Convention (Unadjusted)
Floating Rate Period: Actual/360; Modified Following Business Day Convention (Adjusted)
|Reference Benchmark:||UST 3.875% due August 15, 2033|
|Reference Benchmark Yield:||4.209%|
|Spread to Reference Benchmark:||173 basis points|
|CUSIP/ISIN:||693475 BS3 / US693475BS39|
|Joint Book-Running Managers:|
PNC Capital Markets LLC
Barclays Capital Inc.
BofA Securities, Inc.
Academy Securities, Inc.
Siebert Williams Shank & Co., LLC
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
** Note: We expect that delivery of the Senior Notes will be made against payment therefor on the third business day following the date hereof (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Notes prior to the second business day before settlement will be required, by virtue of the fact that the Senior Notes initially will settle in T+3, to specify alternative settlement arrangements to prevent a failed settlement. Such purchasers should consult their own advisors.