Filed Pursuant to Rule 433
Registration No. 333-283793
THE PNC FINANCIAL SERVICES GROUP, INC.
$1,500,000,000 5.373% FIXED RATE/FLOATING RATE SENIOR NOTES DUE JULY 21, 2036
| Issuer: | The PNC Financial Services Group, Inc. (“PNC”) | ||||
| Security: | 5.373% Fixed Rate/Floating Rate Senior Notes due July 21, 2036 (the “Senior Notes”) | ||||
| Ranking: | Senior | ||||
| Expected Security Ratings:* | A3 / A- / A / A (high) (Moody’s / S&P / Fitch / Morningstar DBRS) | ||||
| Principal Amount: | $1,500,000,000 | ||||
| Price to Investors: | 100.000% of face amount | ||||
| Minimum Denomination/Multiples: | $2,000 / multiples of $1,000 in excess thereof | ||||
| Trade Date: | July 17, 2025 | ||||
| Settlement Date:** | July 21, 2025 (T+2) | ||||
| Maturity: | July 21, 2036 | ||||
| Optional Redemption Date: | Redeemable in whole, but not in part, on July 21, 2035, 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, July 21, 2025 to, but excluding, July 21, 2035 | ||||
| Floating Rate Period: | From, and including, July 21, 2035 to, but excluding, the maturity date | ||||
| Interest Rates: | Fixed Rate Period: 5.373% 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 17, 2025, plus 1.417% | ||||
| Interest Payment Dates: | Fixed Rate Period: Each July and January, commencing on January 21, 2026 and ending on July 21, 2035 Floating Rate Period: October 21, 2035, January 21, 2036, April 21, 2036 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 4.250% due May 15, 2035 | ||||
| Reference Benchmark Yield: | 4.453% | ||||
| Spread to Reference Benchmark: | 92 basis points | ||||
| Re-offer Yield: | 5.373% | ||||
| CUSIP/ISIN: | 693475 CE3 / US693475CE34 | ||||
| Joint Book-Running Managers: | PNC Capital Markets LLC Citigroup Global Markets Inc. Goldman Sachs & Co. LLC | ||||
| Co-Managers: | Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC | ||||
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
** Note: We expect that delivery of the Senior Notes will be made against payment therefor on the second business day following the date hereof (such settlement cycle being referred to as (“T+2”). 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+2, to specify alternative settlement arrangements to prevent a failed settlement. Such purchasers should consult their own advisors
Conflict of Interest
Because our affiliate, PNC Capital Markets LLC, is participating in this offering, PNC Capital Markets LLC is deemed to have a “conflict of interest” within the meaning of Financial Industry Regulatory Authority (“FINRA”) Rule 5121. Accordingly, the distribution arrangements for this offering comply with the requirements of FINRA Rule 5121 regarding a FINRA member firm’s participation in the distribution of securities of an affiliate. In accordance with Rule 5121, PNC Capital Markets LLC may not make sales in this offering to any discretionary account without the prior approval of the customer.
The PNC Financial Services Group, Inc. has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement dated today and other documents The PNC Financial Services Group, Inc. has filed with the SEC for more complete information about The PNC Financial Services Group, Inc. and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, The PNC Financial Services Group, Inc., any underwriter or any dealer participating in the offering will arrange to send you the prospectus or the preliminary prospectus supplement if you request it by calling PNC Capital Markets LLC (toll-free) at 1-855-881-0697, Citigroup Global Markets Inc. at 1-800-831-9146 or Goldman Sachs & Co. LLC at 1-866-471-2526.
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