PNC金融服务集团美股招股说明书(2025-10-27版)

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT To the Shareholders of FirstBank Holding Company: On September5, 2025, The PNC Financial Services Group, Inc. (“PNC”), Summit Merger Sub I, Inc., a wholly owned subsidiary of PNC(“Summit Merger Sub”), and FirstBank Holding Company (“FBHC”) entered into an Agreement and Plan of Merger (“merger agreement”), a copy ofwhich is attached asAnnexAto this proxy statement/prospectus, that provides for the acquisition of FBHC and its wholly owned banking subsidiary,FirstBank, a Colorado state-chartered bank (“FirstBank”), by PNC. Under the merger agreement, Summit Merger Sub will first merge with and into FBHC (the “first step merger”), with FBHC as the survivingentity in the first step merger as a wholly owned subsidiary of PNC. Immediately following the first step merger, and as part of a single, integratedtransaction, FBHC will then merge with and into PNC (the “second step merger” and together with the first step merger, the “mergers”), with PNC asthe surviving entity in the second step merger. Following the second step merger, in connection with the conversion of FBHC’s systems to PNC’ssystems or at such other time as determined by PNC, FirstBank will merge with and into PNC’s wholly owned banking subsidiary, PNC Bank, NationalAssociation, a national banking association (the “bank merger”), with PNC Bank, National Association as the surviving bank. The bank merger isexpected to be completed later in 2026. Under the terms and subject to the conditions set forth in the merger agreement, subject to election and proration procedures described in theaccompanying proxy statement/prospectus, FBHC shareholders will receive (i)cash and/or (ii)shares of common stock, par value $5.00 per share, ofPNC for each of their shares of FBHC ClassA common stock and FBHC ClassB common stock (together, the “FBHC common stock”) with the totalcash portion fixed at $1,237,500,000. At the effective time of the first step merger, each outstanding share of FBHC common stock (except fordissenting shares, shares of treasury stock or shares owned by FBHC, PNC or Summit Merger Sub, in each case other than shares held in trust accounts,managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or held,directly or indirectly, as a result of debts previously contracted) will be converted into the right to receive, at the election of the holder thereof asprovided in the merger agreement, either (A)an amount in cash (the “per share cash consideration”) equal to the sum, rounded to the nearestone-tenthof a cent, of (x) $321.18 plus (y)the product, rounded to the nearestone-tenthof a cent, of 3.6127 times the average of the daily volume-weightedaverage sales price per share of PNC common stock on The New York Stock Exchange, as calculated by Bloomberg Financial LP under the function“VWAP” (or, if not available, in another authoritative source mutually selected by FBHC and PNC), over the five consecutive trading days ending onthe second trading day immediately prior to the first step merger’s effective time (the “closing price”), or (B)a number of shares of PNC common stockequal to the quotient (the “per share stock consideration” or the “exchange ratio”), rounded to the nearest one ten thousandth, of (x)the per share cashconsideration divided by (y)the closing price, in each case, subject to proration in the event that cash or stock is oversubscribed. Because the merger consideration is comprised of a fixed amount of cash consideration plus a fixed amount of shares of PNC common stock foreach share of FBHC common stock, the market value of the merger consideration will fluctuate with the market price of PNC common stock and willnot be known at the time FBHC shareholders vote on the merger agreement. Based on the closing stock price of PNC common stock on the New YorkStock Exchange, Table of Contents as reported by Bloomberg Financial LP, of $204.40 as of September5, 2025, the value of the merger consideration payable to holders of FBHC commonstock for each share of FBHC common stock was approximately $1,059.62 as of such date. We suggest that you obtain a current market quotation forPNC common stock, which is currently traded on the New York Stock Exchange under the trading symbol “PNC.” The mergers cannot be completed unless the merger agreement is approved and adopted by the affirmative vote of atwo-thirdsmajority of thevoting power of all shares of FBHC ClassB common stock. The closing of the mergers is also subject to the receipt of approvals of the Board ofGovernors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Colorado Division of Banking, and the satisfaction ofthe other conditions specified in the merger agreement. Pursuant to the FBHC’s restated articles of incorporation and amended and restated bylaws, onlyshares of FBHC ClassB common stock are vested with voting rig