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THE PNC FINANCIAL SERVICES GROUP, INC.

(PNC)
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PNC FINANCIAL SERVICES GROUP, INC. : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

09/13/2021 | 04:20pm EDT

Item 3.03 Material Modification to Rights of Security Holders.

On September 10, 2021, The PNC Financial Services Group, Inc. (the "Corporation") filed a Statement with Respect to Shares (the "Statement") with the Secretary of State of the Commonwealth of Pennsylvania establishing the rights, preferences, privileges, qualifications, restrictions and limitations of a new series of its preferred stock designated as the 3.400% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series T, $1.00 par value per share (the "Series T Preferred Stock"). The Statement was filed in connection with an Underwriting Agreement, dated as of September 8, 2021 (the "Underwriting Agreement"), among the Corporation, Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC (collectively, the "Underwriters"), pursuant to which the Corporation agreed to sell to the Underwriters 1,500,000 depositary shares (the "Depositary Shares") each representing a 1/100th ownership interest in a share of the Series T Preferred Stock. Each holder of a Depositary Share will be entitled to the proportional rights of a share of Series T Preferred Stock represented by the Depositary Share.

The Series T Preferred Stock ranks senior to the Corporation's common stock, equally with the Corporation's outstanding Series B, O, P, R and S Preferred Stock, and at least equally with each other series of preferred stock the Corporation may issue (except for any senior securities that may be issued with the requisite consent of the holders of the Series T Preferred Stock and all parity stock), with respect to payments of dividends and distributions of assets upon liquidation, dissolution or winding up.

Under the terms of the Series T Preferred Stock, the ability of the Corporation to pay dividends or distributions on, redeem, purchase or acquire, or make a liquidation payment with respect to its common stock or any preferred stock ranking on parity with or junior to the Series T Preferred Stock is subject to restrictions in the event that the Corporation does not declare dividends on the Series T Preferred Stock for the most recently completed dividend period, or, in the case of a liquidation payment, does not pay to holders of the Series T Preferred Stock the liquidation value of $100,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends.

The terms of the Series T Preferred Stock are more fully described in the Statement, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

On September 10, 2021, the Corporation filed the Statement with the Secretary of State of the Commonwealth of Pennsylvania, which became effective upon filing, amending its Amended and Restated Articles of Incorporation to establish the newly authorized Series T Preferred Stock of the Corporation consisting of 15,000 authorized shares.

Holders of Series T Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation (the "Board") or a duly authorized committee of the Board, non-cumulative cash dividends based on the liquidation preference (1) from the original issue date of the Series T Preferred Stock to, but excluding, September 15, 2026 (the "first reset date"), at a fixed rate per annum of 3.400%, and (2) from and including the first reset date, during each reset period (as defined below), at a rate per annum equal to the five-year U.S. Treasury rate (as defined in the Statement) as of the most recent reset dividend determination date (as defined below) plus a spread of 2.595%. If declared by the Board or a duly authorized committee of the Board, dividends will be payable on the Series T Preferred Stock quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on December 15, 2021. A "reset date" means the first reset date and each date falling on the fifth anniversary of the preceding reset date. Reset dates, including the first reset date, will not be adjusted for business days. A "reset period" means the period from and including the first reset date to, but excluding, the next following reset date and thereafter each period from and including each reset date to, but excluding, the next following reset date. A "reset dividend determination date" means, in respect of any reset period, the day falling three business days prior to the first day of such reset period.

The Series T Preferred Stock has a liquidation preference of $100,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends. Liquidating distributions will be made on the Series T Preferred Stock only to the extent of the Corporation's assets that are available after satisfaction of all liabilities to depositors and creditors and subject to the rights of holders of any security ranking senior to the Series T Preferred Stock, and pro rata as to the Series T Preferred Stock and any other shares of the Corporation's stock ranking equally as to such distributions.

The Series T Preferred Stock does not have any maturity date. The Series T Preferred Stock is redeemable at the Corporation's option (1) in whole or in part, from time to time, on any dividend payment date on or after the first reset date, at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends, or (2) in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined in the Statement), at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends and an amount equal to the partial dividend that would have accrued from the prior scheduled dividend payment date to the redemption date. If the Corporation redeems the Series T Preferred Stock, the depositary will redeem a proportionate number of Depositary Shares. Accordingly, the Series T Preferred Stock will remain outstanding indefinitely, unless and until the Corporation decides to redeem it. The Series T Preferred Stock has no preemptive or conversion rights.

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The Series T Preferred Stock has no voting rights except with respect to (1) authorizing, increasing the authorized amount of or issuing senior stock; (2) authorizing adverse changes in the terms of the Series T Preferred Stock; (3) certain merger events; (4) in the case of certain non-payments of dividend only, electing directors; and (5) as otherwise required under Pennsylvania law. The terms of the Series T Preferred Stock are more fully described in the Statement, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01 Other Events.

On September 13, 2021, the Corporation closed the public offering of 1,500,000 Depositary Shares pursuant to the Underwriting Agreement. The Depositary Shares and the Series T Preferred Stock have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3ASR (File No. 333- 228804) (the "Registration Statement"). The following documents are being filed with this report and incorporated by reference into the Registration Statement: (a) the Underwriting Agreement; (b) the Statement; (c) the Deposit Agreement, dated as of September 13, 2021, among the Corporation, Computershare Trust Company N.A. and Computershare Inc., as depositary, and the holders from time to time of the Depositary Receipts described therein; (d) the Form of Depositary Receipt; and (e) the validity opinion with respect to the Depositary Shares and the Series T Preferred Stock.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number       Description                                       Method of Filing

1.1            Underwriting Agreement dated as of September 8, Filed herewith
             2021

3.1            Statement with Respect to Shares of the 3.400%  Filed herewith
             Fixed-Rate Reset Non-Cumulative Perpetual
             Preferred Stock, Series T

4.1            Deposit Agreement, dated as of September 13,    Filed herewith
             2021, between the Corporation, Computershare
             Trust Company, N.A. and Computershare Inc., as
             depositary, and the holders from time to time of
             the Depositary Receipts described therein

4.2            Form of Depositary Receipt (included as part of Filed herewith
             Exhibit 4.1)

5.1            Opinion of Alicia G. Powell                     Filed herewith

23.1           Consent of Alicia G. Powell (included in        Filed herewith
             Exhibit 5.1)

104          The cover page of this Current Report on Form
             8-K, formatted as an inline XBRL.




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