PNC金融服务集团美股招股说明书(2026-01-22版)

4.075% Fixed Rate/Floating Rate Senior Notes Due January26, 2029 Senior Floating Rate Notes Due January26, 2029 The 4.075% Fixed Rate/Floating Rate Senior Notes Due January26, 2029 (the “2029 Senior Fixed/Floating Notes”) in the aggregateprincipal amount of $1,200,000,000 offered pursuant to this prospectus supplement and the accompanying prospectus will mature onJanuary26, 2029 and initially bear interest at4.075% per annum, payable semi-annually in arrears on January 26and July 26of eachyear, commencing on July26, 2026 and ending on January26, 2028. Beginning on January26, 2028, the 2029 Senior Fixed/FloatingNotes will bear interest at a floating rate per annum equal to Compounded SOFR (determined with respect to each quarterly interestperiod using the SOFR Index as described herein) plus0.610%, payable quarterly in arrears on April26, 2028, July26, 2028,October26, 2028 and at the maturity date. The Senior Floating Rate Notes Due January26, 2029 (the “2029 Senior Floating Notes”) in the aggregate principal amount of$300,000,000offered pursuant to this prospectus supplement and the accompanying prospectus will mature on January26, 2029 andbear interest at a floating rate per annum equal to Compounded SOFR (determined with respect to each quarterly interest period usingthe SOFR Index as described herein) plus0.620%, payable quarterly in arrears on January 26, April 26, July 26, and October 26ofeach year, commencing on April26, 2026 until the maturity date. The 2029 Senior Fixed/Floating Notes and the 2029 Senior FloatingNotes are collectively referred to as the “Senior Notes.” The Senior Notes will be redeemable in whole, but not in part, by us on January26, 2028, the date that is one year prior to the maturitydate, at 100% of the principal amount of the Senior Notes (par), plus accrued and unpaid interest thereon to the date of redemption. Inaddition, the Senior Notes will be redeemable in whole, or in part, by us during the 30-day period prior to, and including, the maturitydate at 100% of the principal amount of the Senior Notes (par), plus accrued and unpaid interest thereon to the date of redemption. Wewill provide 5 to 60 calendar days’ notice of the redemption to the registered holders of the Senior Notes. There is no sinking fund forthe Senior Notes. The Senior Notes will rank equally with all of our other existing and future senior unsecured indebtedness. See “Risk Factors” on pageS-13to read about important factors you should consider before buying the Senior Notes. TheSenior Notes are not deposits of a bank and are not insured by the United States Federal Deposit Insurance Corporation orany other insurer or government agency. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined that this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. (1)Plus accrued interest, if any, from the original issue date. The Senior Notes will not be listed on any securities exchange. Currently, there are no public trading markets for the Senior Notes. The underwriters expect to deliver the Senior Notes to purchasers in book-entry form through the facilities of The Depository TrustCompany and its direct participants, including Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”), andClearstream Banking S.A. (“Clearstream”), on or about January26, 2026. Because our affiliate, PNC Capital Markets LLC, is participating in the offer and sale of the Senior Notes, the offering is beingconducted in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5121. See “Underwriting (Conflicts ofInterest)” on pageS-33. Joint Book-Running ManagersGoldman Sachs & Co. LLCCo-Managers PNC Capital Markets LLC J.P. Morgan Ramirez & Co., Inc. Academy Securities January21, 2026 Table of Contents Prospectus Supplement About This Prospectus SupplementCautionary Statement Regarding Forward-Looking InformationIncorporation of Certain Documents by ReferenceSummary (including Conflicts of Interest)Risk FactorsUse of ProceedsCertain Terms of the Senior NotesMaterial U.S. Federal Income Tax ConsequencesUnderwriting (Conflicts of Interest)Legal MattersExperts Prospectus About this ProspectusWhere You Can Find More InformationRisk FactorsThe PNC Financial Services Group, Inc.Use of ProceedsDescription of Debt SecuritiesDescription of Common StockDescription of Preferred StockDescription of Depositary SharesDescription of Purchase ContractsDescription of UnitsDescription of WarrantsGlobal SecuritiesPlan of Distribution (including Conflicts of Interest)Legal OpinionsExperts About This Prospectus Supplement We provide information to you about this offering in two separate documents. The accompanying prospectus provides generalinformation about us and the securities we may offer from time to time, some of which may not apply