Item 8.01 Other Events.



On December 2, 2022, The PNC Financial Services Group, Inc. (the "Corporation")
completed the public offer and sale of $1,000,000,000 aggregate principal amount
of its 5.354% Fixed Rate/Floating Rate Senior Notes due December 2, 2028 (the
"Notes"). The Notes were sold pursuant to an Underwriting Agreement dated
November 29, 2022 (the "Underwriting Agreement") entered into by the
Corporation, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and PNC
Capital Markets LLC. The Underwriting Agreement is attached to this Current
Report on Form 8-K as Exhibit 1.1 and is incorporated into this Item 8.01 by
reference.
The Notes were issued under an Indenture, dated as of September 6, 2012 (the
"Base Indenture"), as amended and supplemented by a First Supplemental
Indenture, dated as of April 23, 2021 (the "Supplemental Indenture" and together
with the Base Indenture, the "Indenture"), between the Corporation and The Bank
of New York Mellon, as trustee.

The underwritten offering described in this Current Report on Form 8-K is more
fully described in the prospectus supplement, dated November 29, 2022, and filed
with the Securities and Exchange Commission (the "Commission") on November 30,
2022, to the accompanying prospectus filed with the Commission on December 13,
2021, as part of the Company's Registration Statement on Form S-3ASR (File No.
333-261622) (the "Registration Statement"). The above description of the
Underwriting Agreement and the Indenture is qualified in its entirety by
reference to the full text of such agreements. Copies of the Underwriting
Agreement, the Base Indenture, the Supplemental Indenture and the Form of Note
are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2 and 4.3,
respectively.

A copy of the legality opinion delivered by Alicia G. Powell, counsel to the
Corporation in connection with the issuance of the Notes, is attached hereto as
Exhibit 5.1.

This Current Report on Form 8-K is being filed for the purpose of filing the
attached documents in connection with the issuance of the Notes as exhibits to
the Registration Statement and such exhibits are hereby incorporated by
reference into the Registration Statement.


Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits.
Number       Description                                       Method of Filing

1.1            Underwriting Agreement dated as of November 29, Filed herewith
             2022
4.1            Indenture, dated as of September 6, 2012,       Incorporated

herein by reference to


             between the Corporation and The Bank of New York  Exhibit 4.19 of Form S-3 filed on January
             Mellon                                            15, 2010, as amended by Post-Effective
                                                               Amendment No. 1 filed on September 6,
                                                               2012
4.2            Supplemental Indenture, dated as of April 23,   Incorporated 

herein by reference to


             2021, between the Corporation and The Bank of New Exhibit 4.2 

of Form 8-K filed on April


             York Mellon                                       23, 2021
4.3            Form of 5.354% Fixed Rate/Floating Rate Senior
             Note due December 2, 2028                         Filed herewith
5.1            Opinion of Alicia G. Powell                     Filed herewith
23.1           Consent of Alicia G. Powell (included in
             Exhibit 5.1)                                      Filed herewith
104          The cover page of this Current Report on Form
             8-K, formatted as an inline XBRL.



















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