Item 8.01 Other Events.
OnDecember 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 dueDecember 2, 2028 (the "Notes"). The Notes were sold pursuant to an Underwriting Agreement datedNovember 29, 2022 (the "Underwriting Agreement") entered into by the Corporation,J.P. Morgan Securities LLC ,Morgan Stanley & Co. LLC andPNC 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 ofSeptember 6, 2012 (the "Base Indenture"), as amended and supplemented by a First Supplemental Indenture, dated as ofApril 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, datedNovember 29, 2022 , and filed with theSecurities and Exchange Commission (the "Commission") onNovember 30, 2022 , to the accompanying prospectus filed with the Commission onDecember 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 byAlicia 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 andThe 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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