8-KShareholder MattersCorporate ChangesRegulation FD+1

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Rights Modification (Jan 5, 2026)

Filed January 5, 2026For Securities:PNC

Summary

PNC Financial Services Group, Inc. (PNC) has filed an 8-K report detailing the creation and issuance of a new series of preferred stock, the 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series X. This action is a direct result of PNC's previously announced merger with FirstBank Holding Company, which was completed through a two-step merger process. As part of the merger's closing, PNC issued 115,200 shares of this new Series X Preferred Stock to former holders of FirstBank's Series B Preferred Stock, effectively replacing their existing holdings. The Series X Preferred Stock carries a fixed-rate reset and is non-cumulative, meaning missed dividend payments do not accrue. It ranks senior to PNC's common stock and junior to any PNC preferred stock that ranks pari passu with Series X, while ranking on parity with other similarly ranked preferred stock. This issuance and the terms of the new preferred stock are important for understanding PNC's capital structure and its obligations to these new preferred shareholders following the completion of the FirstBank acquisition.

Key Highlights

  • 1PNC has created and issued a new series of preferred stock: 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series X.
  • 2This issuance is a direct consequence of the completed merger with FirstBank Holding Company.
  • 3115,200 shares of PNC Series X Preferred Stock were issued to former holders of FirstBank's Series B Preferred Stock.
  • 4The Series X Preferred Stock is non-cumulative, meaning missed dividends are not paid at a later date.
  • 5The new preferred stock ranks senior to PNC common stock and on parity with other similarly ranked preferred stock.
  • 6PNC cannot pay dividends on junior securities if preferred dividends are not met.
  • 7The filing includes the Statement with Respect to Shares and a press release announcing the merger completion.

Frequently Asked Questions

This 8-K filing announces the creation and issuance of a new class of preferred stock, the 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series X, by PNC Financial Services Group, Inc. This issuance is in connection with the closing of PNC's merger with FirstBank Holding Company.

The new Series X Preferred Stock was issued to former holders of 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, of FirstBank. This effectively converted their FirstBank preferred stock into PNC preferred stock.

The PNC Series X Preferred Stock has a 7.250% fixed dividend rate that resets periodically. It is non-cumulative, meaning any missed dividend payments are forfeited. It ranks senior to PNC common stock and on parity with other preferred stock that has an equal ranking.

The terms of the Series X Preferred Stock restrict PNC from paying dividends on its junior securities (like common stock) unless all accrued and outstanding dividends on the Series X Preferred Stock have been paid in full or a sum sufficient for payment has been set aside. This prioritizes preferred dividend payments.