2027 Senior Notes | 2035 Senior Notes | |||||||
| Issuer: | The PNC Financial Services Group, Inc. (“PNC”) | The PNC Financial Services Group, Inc. (“PNC”) | ||||||
| Security: | 5.102% Fixed Rate/Floating Rate Senior Notes due July 23, 2027 (the “2027 Senior Notes”) | 5.401% Fixed Rate/Floating Rate Senior Notes due July 23, 2035 (the “2035 Senior Notes”) | ||||||
| Ranking: | Senior | Senior | ||||||
| Expected Security Ratings:* | A3 / A- / A (Moody’s / S&P / Fitch) | A3 / A- / A (Moody’s / S&P / Fitch) | ||||||
| Principal Amount: | $1,000,000,000 | $1,500,000,000 | ||||||
| Price to Investors: | 100.000% of face amount | 100.000% of face amount | ||||||
| Minimum Denomination/Multiples: | $2,000 / multiples of $1,000 in excess thereof | $2,000 / multiples of $1,000 in excess thereof | ||||||
| Trade Date: | July 18, 2024 | July 18, 2024 | ||||||
| Settlement Date:** | July 23, 2024 (T+3) | July 23, 2024 (T+3) | ||||||
| Maturity: | July 23, 2027 | July 23, 2035 | ||||||
| Optional Redemption Date: | Redeemable in whole, but not in part, on July 23, 2026, the date that is one year prior to the maturity date, at 100% of the principal amount of the 2027 Senior Notes, plus accrued and unpaid interest thereon to the date of redemption. Also redeemable in whole, or in part, during the 30-day period prior to, and including, the maturity date at 100% of the principal amount of the 2027 Senior Notes, plus accrued and unpaid interest thereon to the date of redemption | Redeemable in whole, but not in part, on July 23, 2034, the date that is one year prior to the maturity date, at 100% of the principal amount of the 2035 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 2035 Senior Notes, plus accrued and unpaid interest thereon to the date of redemption | ||||||
| Fixed Rate Period: | From, and including, July 23, 2024 to, but excluding, July 23, 2026 | From, and including, July 23, 2024 to, but excluding, July 23, 2034 | ||||||
| Floating Rate Period: | From, and including, July 23, 2026 to, but excluding, the maturity date | From, and including, July 23, 2034 to, but excluding, the maturity date | ||||||
| Interest Rates: | Fixed Rate Period: 5.102% 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 July 18, 2024, plus 0.796% | Fixed Rate Period: 5.401% 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 July 18, 2024, plus 1.599% | ||||||
| Interest Payment Dates: | Fixed Rate Period: Each January 23 and July 23, commencing on January 23, 2025 and ending on July 23, 2026 Floating Rate Period: October 23, 2026, January 23, 2027, April 23, 2027 and at the maturity date | Fixed Rate Period: Each January 23 and July 23, commencing on January 23, 2025 and ending on July 23, 2034 Floating Rate Period: October 23, 2034, January 23, 2035, April 23, 2035 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) | Fixed Rate Period: 30/360; Following Business Day Convention (Unadjusted) Floating Rate Period: Actual/360; Modified Following Business Day Convention (Adjusted) | ||||||
| Reference Benchmark: | UST 4.625% due June 30, 2026 | UST 4.375% due May 15, 2034 | ||||||
| Reference Benchmark Yield: | 4.452% | 4.181% | ||||||
| Spread to Reference Benchmark: | 65 basis points | 122 basis points | ||||||
| Re-offer Yield: | 5.102% | 5.401% | ||||||
| CUSIP/ISIN: | 693475 BY0 / US693475BY07 | 693475 BZ7 / US693475BZ71 | ||||||
| Joint Book-Running Managers: | PNC Capital Markets LLC Barclays Capital Inc. BofA Securities, Inc. | PNC Capital Markets LLC Barclays Capital Inc. BofA Securities, Inc. | ||||||
| Co-Managers: | Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC | Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC | ||||||
| * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Note: We expect that delivery of the 2027 Senior Notes and the 2035 Senior Notes (collectively, the “Senior Notes”) will be made against payment therefor on the third business day following the date hereof (such settlement cycle being referred to as (“T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Notes prior to the first business day before settlement will be required, by virtue of the fact that the Senior Notes initially will settle in T+3, to specify alternative settlement arrangements to prevent a failed settlement. Such purchasers should consult their own advisors | ||||||||