Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 16, 2020, The PNC Financial Services Group, Inc. ("PNC") announced that it had entered into a Stock Purchase Agreement, dated as of November 15, 2020 (the "Stock Purchase Agreement"), with Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") pursuant to which PNC agreed to acquire all of the issued and outstanding shares of BBVA USA Bancshares, Inc., a financial holding company ("BBVA USA Holdco"), for $11.6 billion in cash subject to certain adjustments related to transaction expenses and tax matters (the "Stock Purchase"). On June 1, 2021, PNC completed the Stock Purchase and, immediately following the closing of the Stock Purchase, PNC merged BBVA USA Holdco with and into PNC, with PNC continuing as the surviving entity.

The description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by PNC on November 19, 2020 and is incorporated herein by reference.

Item 8.01 Other Events

On June 1, 2021, PNC issued a press release announcing the completion of the Stock Purchase. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

PNC intends to file the financial statements required by Item 9.01(a) under cover of a Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

(b) Pro Forma Financial Information.

PNC intends to file the pro forma financial information required by Item 9.01(b) under cover of a Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

(d) Exhibits.



Number          Description                                                Method of Filing

99.1              Press Release dated June 1, 2021                         Furnished herewith

104             The cover page of this Current Report on Form 8-K,
                formatted in Inline XBRL







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