Item 8.01 Other Events



On April 23, 2021, The PNC Financial Services Group, Inc. (the "Corporation")
completed the public offer and sale of $1,000,000,000 aggregate principal amount
of its 2.307% Senior Fixed Rate/Floating Rate Notes due April 23, 2032 (the
"Notes"). The Notes were sold pursuant to an Underwriting Agreement dated April
20, 2021 (the "Underwriting Agreement") entered into by the Corporation,
Citigroup Global Markets, Inc., BofA Securities, Inc., 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 September 6, 2012 (the "Base
Indenture") as amended and supplemented by a First Supplemental Indenture, dated
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 April 20, 2021 and filed
with the Securities and Exchange Commission (the "Commission") on April 21,
2021, to the accompanying prospectus filed with the Commission on December 14,
2018, as part of the Company's Registration Statement on Form S-3ASR (File No.
333-228804) (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 April 20,    Filed herewith
             2021

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 (incorporated by reference to Exhibit 4.19 15, 2010, as

amended by Post-Effective


             of Form S-3 filed on January 15, 2010, as amended Amendment

No. 1 filed on September 6,


             by Post-Effective Amendment No. 1 filed on        2012
             September 6, 2012)

4.2            Supplemental Indenture, dated April 23, 2021,   Filed herewith
             between the Corporation and The Bank of New York
             Mellon

4.3            Form of 2.307% Senior Fixed Rate/Floating Rate  Filed herewith
             Note due April 23, 2032

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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