PNC Financial Services Group (PNC) Completes $1.5 Billion Senior Notes Offering

Strategic Financial Move Enhances Liquidity and Capital Structure

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The PNC Financial Services Group, Inc. (PNC, Financial) has successfully completed the public offering and sale of $1.5 billion in aggregate principal amount of its 4.812% Fixed Rate/Floating Rate Senior Notes, which are due on October 21, 2032. This strategic financial maneuver was finalized on October 21, 2024, following an underwriting agreement dated October 16, 2024.

The offering was conducted in collaboration with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and PNC Capital Markets LLC, who acted as underwriters. The notes were issued under an indenture agreement initially dated September 6, 2012, and subsequently amended on April 23, 2021, with The Bank of New York Mellon serving as the trustee.

This issuance is part of PNC's ongoing efforts to optimize its capital structure and enhance liquidity. The details of the offering are further elaborated in the prospectus supplement filed with the Securities and Exchange Commission on October 17, 2024, which accompanies the prospectus filed on December 13, 2021, under the company's Registration Statement on Form S-3ASR.

The successful completion of this offering underscores PNC's robust financial strategy and its commitment to maintaining a strong balance sheet. Investors and stakeholders can expect this move to support the company's long-term financial goals and operational flexibility.

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