Item 8.01 Other Events.
OnJanuary 24, 2023 ,The PNC Financial Services Group, Inc. (the "Corporation") completed the public offer and sale of (a)$1,250,000,000 aggregate principal amount of its 4.758% Fixed Rate/Floating Rate Senior Notes dueJanuary 26, 2027 , and (b)$1,500,000,000 aggregate principal amount of its 5.068% Fixed Rate/Floating Rate Senior Notes dueJanuary 24, 2034 (collectively, the "Notes"). The Notes were sold pursuant to an Underwriting Agreement datedJanuary 19, 2023 (the "Underwriting Agreement") entered into by the Corporation,PNC Capital Markets LLC ,Barclays Capital Inc. ,Citigroup Global Markets Inc. , andGoldman Sachs & Co. 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 supplements, each datedJanuary 19, 2023 , and filed with theSecurities and Exchange Commission (the "Commission") onJanuary 20, 2023 , 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 each Note are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4, respectively.
Copies of the legality opinions delivered by
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 January 19, Filed herewith 2023 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 4.758% Fixed Rate/Floating Rate Senior Filed herewith Note dueJanuary 26, 2027 4.4 Form of 5.068% Fixed Rate/Floating Rate Senior Filed herewith Note dueJanuary 24, 2034 5.1 Opinion ofLaura Gleason in connection with the Filed herewith 4.758% Fixed Rate/Floating Rate Senior Notes dueJanuary 26, 2027 5.2 Opinion ofLaura Gleason in connection with the Filed herewith 5.068% Fixed Rate/Floating Rate Senior Notes dueJanuary 24, 2034 23.1 Consent ofLaura Gleason in connection with the Filed herewith 4.758% Fixed Rate/Floating Rate Senior Notes dueJanuary 26, 2027 (included in Exhibit 5.1) 23.2 Consent ofLaura Gleason in connection with the Filed herewith 5.068% Fixed Rate/Floating Rate Senior Notes dueJanuary 24, 2034 (included in Exhibit 5.2) 104 The cover page of this Current Report on Form 8-K, formatted as an inline XBRL.
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