PNC to sell series T fixed-rate reset perpetual preferred stock

Chicago, Sept. 8 – PNC Financial Services Group Inc. is planning to offer $1,000-par series T fixed-rate reset non-cumulative perpetual preferred stock, the company announced in a 424B5 filing with the Securities and Exchange Commission on Wednesday.

The preferreds will be issued as depositary shares representing a 1/100th interest.

The initial dividend will be fixed. It will reset starting in 2026 at the five-year U.S. Treasury rate plus a margin.

Dividends are payable quarterly in arrears.

Starting in 2026, the preferreds can be redeemed on any dividend payment date. The preferreds also can be redeemed for a regulatory capital event.

Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC are underwriting the offering.

The company is using in-house counsel for some legal matters and McGuireWoods LLP. Cravath, Swaine & Moore LLP is representing the underwriters.

Proceeds will be used for general corporate purposes, which may include: advances to subsidiaries to finance their activities, repayment of outstanding debt, and repurchases and redemptions of issued and outstanding securities of PNC and its subsidiaries, including PNC common stock and PNC preferred stock.

The issuer is a Pittsburgh-based financial services company.

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