PNC FINANCIAL SERVICES GROUP, INC. 8-K

What Happened

• On January 5, 2026, PNC Financial Services Group, Inc. filed an 8‑K reporting the completion of the two-step mergers with FirstBank Holding Company (merger agreement dated Sept. 5, 2025). Immediately prior to the closings, PNC filed a Statement with the Pennsylvania Secretary of State establishing a new preferred share series: 7.250% Fixed-Rate Reset Non‑Cumulative Perpetual Preferred Stock, Series X (PNC Series X Preferred Stock), $1,000 par value.
• At the effective time of the First Step Merger, PNC issued 115,200 shares of Series X to former holders of FirstBank’s 7.250% Series B preferred stock. PNC authorized 200,000 shares of Series X prior to closing.

Key Details

• New security: 7.250% Fixed-Rate Reset Non‑Cumulative Perpetual Preferred Stock, Series X; $1,000 par value per share.
• Authorized shares: 200,000; Issued at close: 115,200 shares to former FirstBank Series B holders.
• Ranking: Series X is senior to PNC common stock for dividends and liquidation, and pari passu with any preferred stock that expressly ranks equally; no conversion rights into other PNC securities.
• Dividend restriction: PNC may not pay dividends on junior securities while any Series X remains outstanding unless dividends for the most recently completed period on Series X have been paid in full or declared and funds set aside (subject to certain exceptions).

Why It Matters

• The filing documents the regulatory and capital-structure actions taken to complete the FirstBank transaction: it creates and issues a fixed-rate preferred security that affects dividend priority and PNC’s capital base. Investors should note the new preferred series’ dividend ranking and the limitation on paying dividends to common shareholders while Series X dividends are unpaid for the most recent period.