Bond PNC Financial Group 6.25% ( US693475BP99 ) in USD

PNC Financial Group

101.58 % ▲

United States

US693475BP99 ( in USD )

6.25% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond PNC Financial Services Group US693475BP99 en USD 6.25%, maturity Perpetual

1 000 USD

1 500 000 000 USD

693475BP9

BBB- ( Lower medium grade - Investment-grade )

15/09/2025 ( In 59 days )

PNC Financial Services Group, Inc. is a diversified financial services company offering banking, investment and asset management, and wealth management services, operating primarily in the United States through its subsidiaries, including PNC Bank, National Association.

The Bond issued by PNC Financial Group ( United States ) , in USD, with the ISIN code US693475BP99, pays a coupon of 6.25% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by PNC Financial Group ( United States ) , in USD, with the ISIN code US693475BP99, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Filed Pursuant to Rule 433
Registration No. 333-261622
THE PNC FINANCIAL SERVICES GROUP, INC.
1,500,000 DEPOSITARY SHARES EACH REPRESENTING A 1/100 INTEREST IN A S
TH
HARE OF
6.250% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES W
Issuer:
The PNC Financial Services Group, Inc.
Security:
Depositary Shares, each representing a 1/100 interest
th
in a share of The PNC
Financial Services Group, Inc. 6.250% Fixed-Rate Reset Non-Cumulative
Perpetual Preferred Stock, Series W (the "Preferred Stock")
Expected Ratings:*
Baa2 / BBB- / BBB (Moody's / S&P / Fitch)
Size:
$1,500,000,000 (1,500,000 Depositary Shares)
Liquidation Preference:
$100,000 per share of Preferred Stock (equivalent to $1,000 per Depositary
Share)
Term:
Perpetual
First Reset Date:
March 15, 2030
Reset Date:
The First Reset Date and each date falling on the seventh anniversary of the
preceding Reset Date.
Reset Period:
The period from and including the First Reset Date to, but excluding, the next
following Reset Date and thereafter each successive period from and
including each Reset Date to, but excluding, the next following Reset Date.
Reset Dividend Determination Date:
In respect of any Reset Period, the day falling three business days prior to the
first day of such Reset Period.
Dividend Rate (Non-Cumulative):
From February 7, 2023 to, but excluding, March 15, 2030, at a fixed rate of
6.250% per annum.
From and including March 15, 2030, during each Reset Period, at a rate per
annum equal to the seven-year U.S. Treasury rate (as defined in the
preliminary prospectus supplement dated February 2, 2023) as of the most
recent Reset Dividend Determination Date, plus 2.808%.
Dividend Payment Dates:
March 15, June 15, September 15 and December 15 of each year,
beginning on June 15, 2023.
Day Count:
30/360
Trade Date:
February 2, 2023
Settlement Date:**
February 7, 2023 (T+3)

Optional Redemption:
In whole or in part, from time to time, on any dividend payment date on or
after March 15, 2030, or in whole but not in part at any time within 90 days
following a Regulatory Capital Treatment Event (as defined in the preliminary
prospectus supplement dated February 2, 2023 and subject to limitations
described therein).
Neither the holders of Preferred Stock nor the holders of depositary shares
will have the right to require the redemption or repurchase of the Preferred
Stock.
Redemption of the Preferred Stock is subject to compliance with applicable
regulatory capital rules, including any applicable approvals.
Public Offering Price:
$1,000 per Depositary Share
Underwriting Discount:
$10 per Depositary Share
Net Proceeds (before expenses) to Issuer:
$1,485,000,000
Joint Book-Running Managers:
BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities
LLC, Morgan Stanley & Co. LLC, PNC Capital Markets LLC
Co-Managers:
Samuel A. Ramirez & Company, Inc., Siebert Williams Shank & Co., LLC
CUSIP/ISIN for the Depositary Shares:
693475 BP9 / US693475BP99
* 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 Depositary Shares 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 Depositary Shares prior to
the second business day before settlement will be required, by virtue of the fact that the Depositary Shares initially will
settle in T+3, 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 BofA Securities, Inc. (toll-free) at 1-800-294-1322, Citigroup
Global Markets Inc. (toll-free) at 1-800-831-9146, J.P. Morgan Securities LLC (collect) at 1-212-834-4533, Morgan Stanley &
Co. LLC at 1-866-718-1649 or PNC Capital Markets LLC (toll-free) at 1-855-881-0697.

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