Form 424B5 PNC FINANCIAL SERVICES
Filed in accordance with Rule 424 (b) (5)
File number 333-228804
The information contained in this preliminary prospectus supplement is not complete and is subject to change. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell any such securities and we are not soliciting an offer to buy any such securities in any jurisdiction where the offer or sale is not. not allowed.
SUBJECT TO COMPLETION. DATED SEPTEMBER 8, 2021
SUPPLEMENT TO PROSPECTUS
(In the Prospectus dated December 14, 2018)
THE PNC FINANCIAL SERVICES GROUP, INC.
Custodian shares each representing one 1/100e Interest in a share of
Fixed rate reset%
Not combinable Perpetual Preferred Shares, Series T
depositary shares each representing one 1/100e interest in a fixed rate reset% share
Not combinable Perpetual Preferred Shares, Series T, par value $ 1.00, with a liquidation preference of $ 100,000 per share (equivalent to $ 1,000 per custodian share) (the “Preferred Shares”). As a holder of Custodian Shares, you will be entitled to all the proportional rights and privileges of the Preferred Shares (including dividend, voting, redemption and liquidation rights). You must exercise these rights through the custodian.
For a discussion of some of the risks that you should take into account when investing in the shares of the custodian, see ?? Risk Factors ?? in our annual report on form 10-K for the fiscal year ended December 31, 2020 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 starting on page S-13.
We will pay preferred stock dividends, when, as and if declared by our board of directors or a duly authorized committee of the board, from funds legally available for such payments under Pennsylvania law, on a quarterly basis. in arrears on,, and of each year, from 2021. Dividends will accumulate for each quarterly dividend period (i) from the date of initial issue until, 2026 excluded, at a fixed rate per annum of% and (ii) from, 2026 inclusive, during each revaluation period (as defined herein), at an annual rate equal to the five-year United States Treasury rate (as defined herein) on the most recent revaluation dividend determination date (as defined herein), increased by%.
Dividends on preferred shares 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 shares in respect of a dividend period, no dividend will be deemed to have been accrued for that dividend period, payable out of the payment of the applicable dividend date or be cumulative, and we will have no obligation to pay a dividend for such dividend period, whether or not our board of directors or a duly authorized committee of our board declares a dividend on the preferred shares, any other series of our preferred shares, or our common shares for any future dividend period. Upon payment of any dividend on preferred shares, holders of custodial shares will receive a pro rata payment. Dividends on preferred shares will not be declared, paid or set aside for payment to the extent that such act would result in PNC’s failure to comply with applicable laws and regulations, including applicable regulatory capital rules.
We may redeem the preferred shares at our option (i) in whole or in part, from time to time, on any dividend payment date beginning in 2026 at a redemption price equal to $ 100,000 per share (equivalent to 1 $ 000 per Custodian Share), plus any declared and unpaid dividends, with no accumulation of undeclared dividends, or (ii) in whole but not in part at any time within 90 days of a regulatory capital processing 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 date of payment of the previous expected dividend until the redemption date. If we redeem the preferred shares, the custodian will redeem a proportional number of custodian shares.
The Preferred Shares will have no voting rights except as stated in the “Description of the Preferred Shares?” Voting rights ”? on the page S-25.
Neither the preferred shares nor the shares of the custodian are deposits or other obligations of a bank or are insured by the United States Federal Deposit Insurance Corporation or any other insurer or government agency.
Preferred shares will not be listed on any stock exchange.
Neither the Securities and Exchange Commission (?? SEC ??) nor any state securities commission has approved or disapproved of the Custodian’s shares or the preferred shares or has approved the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any statement to the contrary is a criminal offense.
|By depositary share||Total|
Public Offer Price (1)
Income (before expenses)
Plus accrued dividends, if any, from the date of original issue, which are expected to be
The Underwriters plan to deliver the Custodian Shares to buyers in book-entry form through The Depository Trust Company and its direct participants, including Euroclear Bank SA / NV, as the operator of the Euroclear system. (?? Euroclear ??), and Clearstream Banking, a public limited company (?? Clearstream ??), on or about , 2021.
Since our subsidiary, PNC Capital Markets LLC, is involved in the offer and sale of the Custodian’s shares, the offer is being conducted in accordance with Financial Industry Regulatory Authority Rule 5121 (?? FINRA ?? ). See ?? The interest) ?? on the page S-38.
|Citigroup||BofA Titles||JP Morgan||PNC Capital Markets LLC|