SUBJECT TO COMPLETION. DATED APRIL 21, 2022
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 13, 2021)
THE PNC FINANCIAL SERVICES GROUP, INC.
Depositary Shares Each Representing a 1/100th Interest in a Share of
%
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series U
We are offering
depositary shares each representing a 1/100th ownership interest in a share of % Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series U, $1.00 par value, with a liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share) (the Preferred Stock). As a holder of
depositary shares, you will be entitled to all proportional rights and preferences of the Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.
For a discussion of certain risks that you should consider in connection with an investment in the depositary shares, see Risk Factors in
our Annual Report on Form 10-K for the year ended December 31, 2021 and all subsequent filings under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), as well as the additional risk factors contained in this prospectus supplement beginning on page S-14.
We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of the board, out of funds
legally available for such payments under Pennsylvania law, quarterly in arrears on ,
, and of
each year, beginning on , 2022. Dividends will accrue for each quarterly dividend period (i) from the original issue date to, but excluding,
, 2027, at a fixed rate per annum of % and (ii) from and including , 2027, during each reset period
(as defined herein), at a rate per annum equal to the five-year U.S. Treasury rate (as defined herein) as of the most recent reset dividend determination date (as defined herein), plus %.
Dividends on the Preferred Stock will not be cumulative. If our board of directors or a duly authorized committee of the board does not declare a dividend on
the Preferred Stock in respect of a dividend period, then no dividend shall be deemed to have accrued for such dividend period, be payable on the applicable dividend payment date or be cumulative, and we will have no obligation to pay any dividend
for that dividend period, whether or not our board of directors or a duly authorized committee of our board declares a dividend on the Preferred Stock, any other series of our preferred stock, or our common stock for any future dividend period. Upon
payment of any dividends on the Preferred Stock, holders of depositary shares will receive a proportionate payment. Dividends on the Preferred Stock shall not be declared, paid or set aside for payment to the extent such act would cause PNC to fail
to comply with the laws and regulations applicable thereto, including applicable regulatory capital rules.
We may redeem the Preferred Stock at our option
(i) in whole or in part, from time to time, on any dividend payment date on or after , 2027 at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus
any declared and unpaid dividends, without accumulation of undeclared dividends, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Treatment Event (as defined herein) at a redemption price equal to
$100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends and an amount equal to the partial dividend that would have accrued from the prior scheduled dividend payment date to the redemption date. If we
redeem the Preferred Stock, the depositary will redeem a proportionate number of depositary shares.
The Preferred Stock will not have any voting rights,
except as set forth under Description of Preferred StockVoting Rights on page S-25.
Neither the
Preferred Stock nor the depositary shares are deposits or other obligations of a bank or are insured by the U.S. Federal Deposit Insurance Corporation or any other insurer or government agency.
The Preferred Stock will not be listed on any securities exchange.
Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of the depositary shares or
Preferred Stock or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Per Depositary Share |
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Total |
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Public Offering Price(1) |
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$ |
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$ |
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Underwriting Discount |
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$ |
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$ |
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Proceeds (before expenses) |
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$ |
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$ |
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(1) |
Plus accrued dividends, if any, from the date of original issuance, which is expected to be
, 2022. |
The underwriters expect to deliver the depositary shares to purchasers in book-entry form through the facilities of The Depository Trust Company and its direct
participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System (Euroclear), and Clearstream Banking, société anonyme (Clearstream), on or about
, 2022.
Because our affiliate, PNC Capital Markets LLC, is participating in the offer and sale of the depositary shares, the offering is being conducted in compliance
with Financial Industry Regulatory Authority (FINRA) Rule 5121. See Underwriting (Conflicts of Interest) on page S-38.
Joint Book-Running Managers
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Citigroup |
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BofA Securities |
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J.P. Morgan |
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PNC Capital Markets LLC |
, 2022