Filed Pursuant to Rule 433
Registration No. 333-261622
pnclogoa.jpg
THE PNC FINANCIAL SERVICES GROUP, INC.
$1,250,000,000 6.615% FIXED RATE/FLOATING RATE SENIOR NOTES DUE OCTOBER 20, 2027
$2,250,000,000 6.875% FIXED RATE/FLOATING RATE SENIOR NOTES DUE OCTOBER 20, 2034
2027 Senior Notes2034 Senior Notes
Issuer:The PNC Financial Services Group, Inc. (“PNC”)The PNC Financial Services Group, Inc. (“PNC”)
Security:6.615% Fixed Rate/Floating Rate Senior Notes due October 20, 2027 (the “2027 Senior Notes”)6.875% Fixed Rate/Floating Rate Senior Notes due October 20, 2034 (the “2034 Senior Notes”)
Ranking:SeniorSenior
Expected Security Ratings:*
A3 / A- / A (Moody’s / S&P / Fitch)
A3 / A- / A (Moody’s / S&P / Fitch)
Principal Amount:$1,250,000,000$2,250,000,000
Price to Investors:100.000% of face amount100.000% 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:October 17, 2023October 17, 2023
Settlement Date:**October 20, 2023 (T+3)October 20, 2023 (T+3)
Maturity:October 20, 2027October 20, 2034
Optional Redemption Date:Redeemable in whole, but not in part, on October 20, 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 redemptionRedeemable in whole, but not in part, on October 20, 2033, the date that is one year prior to the maturity date, at 100% of the principal amount of the 2034 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 2034 Senior Notes, plus accrued and unpaid interest thereon to the date of redemption
Fixed Rate Period:From, and including, October 20, 2023 to, but excluding, October 20, 2026From, and including, October 20, 2023 to, but excluding, October 20, 2033
Floating Rate Period:From, and including, October 20, 2026 to, but excluding, the maturity dateFrom, and including, October 20, 2033 to, but excluding, the maturity date



Interest Rates:
Fixed Rate Period: 6.615% 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 October 17, 2023, plus 1.730%
Fixed Rate Period: 6.875% 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 October 17, 2023, plus 2.284%
Interest Payment Dates:
Fixed Rate Period: Each April 20 and October 20, commencing on April 20, 2024 and ending on October 20, 2026
Floating Rate Period: January 20, 2027, April 20, 2027, July 20, 2027 and at the maturity date
Fixed Rate Period: Each April 20 and October 20, commencing on April 20, 2024 and ending on October 20, 2033
Floating Rate Period: January 20, 2034, April 20, 2034, July 20, 2034 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 October 15, 2026UST 3.875% due August 15, 2033
Reference Benchmark Yield:5.015%4.845%
Spread to Reference Benchmark:160 basis points203 basis points
Re-offer Yield:6.615%6.875%
CUSIP/ISIN:693475 BT1 / US693475BT12693475 BU8 / US693475BU84
Joint Book-Running Managers:
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
PNC Capital Markets LLC
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
PNC Capital Markets LLC
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 2034 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 two business days unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Notes prior to the second 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.



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 Citigroup Global Markets Inc. at 1-800-831-9146, Goldman Sachs & Co. LLC at 1-866-471-2526, Morgan Stanley & Co. LLC at 1-866-718-1649 or PNC Capital Markets LLC at 1-855-881-0697.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.


PNC Financial Services (NYSE:PNC)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more PNC Financial Services Charts.
PNC Financial Services (NYSE:PNC)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more PNC Financial Services Charts.