PNC FINANCIAL SERVICES GROUP, INC. : Significant modification of the rights of security holders, modifications of the articles of association or regulations; Year change, other events, financial statements and exhibits (Form 8-K)

Section 3.03 Material Change in Rights of Securityholders.

On April 25, 2022, PNC Financial Services Group, Inc. (the “Company”) has filed a share declaration (the “Declaration”) 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 shares designated as 6.000% Fixed Rate Non-Cumulative Perpetual Preferred Shares, Series U, $1.00 par value per share (the “Series U Preferred Shares”). The report was filed pursuant to a bought deal agreement, dated April 21, 2022 (the “Underwriting Agreement”), between the Company, Citigroup Global Markets Inc., BofA Securities, Inc., JP Morgan Securities LLC and PNC Capital Markets LLC (collectively, the “Underwriters”), pursuant to which the Company has agreed to sell to the underwriters 1,000,000 depositary shares (the “Depositary Shares”) each representing a 1/100th interest in one share Series U Preferred Share. Each holder of a Depository Share will be entitled to the proportionate rights of one Series U Preferred Share represented by the Depositary Share.

The Series U Preferred Shares rank ahead of the common shares of the Company, pari passu with the outstanding Series B, O, P, R, S and T Preferred Shares of the Company, and at least pari passu with the other series preferred shares which the Company may issue (except for any senior securities which may be issued with the required consent of holders of Series U preferred shares and all parity shares), with respect to dividend payments and distributions of assets upon liquidation, dissolution or liquidation.

Under the Series U Preferred Shares, the Company’s ability to pay dividends or distributions on, redeem, purchase or acquire or make any liquidation payment in respect of its common shares or any Preferred Shares ranking pari passu or junior to the Series U Preferred Shares are subject to restrictions in the event that the Company does not declare dividends on the Series U Preferred Shares for the last completed dividend period or, in the case of a liquidation payment, does not pay the holders of the Series U Preferred Shares. Series U Preferred Shares the liquidation value of $100,000 per share, plus declared and unpaid dividends, with no accumulation of undeclared dividends.

The terms of the Series U Preferred Shares are further described in the Statement, which is included as Schedule 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.

On April 25, 2022the Company has filed the declaration with the Secretary of State of the Commonwealth of Pennsylvaniawhich became effective upon filing, amending its Amended and Restated Articles of Incorporation to establish the Company’s newly authorized Series U Preferred Shares, consisting of 10,000 authorized shares.

Holders of Series U Preferred Shares will be entitled to receive, when 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 liquidation preference (1) from the date of the initial issuance of the Series U Preferred Shares up to, but excluding,
May 15, 2027 (the “First Reset Date”), at a fixed annual rate of 6.000%, and (2) from and including the first Reset Date, during each Reset Period (as defined below), at a rate annual equal to five -year WE Treasury rate (as defined in the Declaration) on the most recent Adjusted Dividend Determination Date (as defined below) plus a spread of 3.000%. If declared by the Board or a duly authorized committee of the Board, dividends will be payable on the Series U Preferred Shares quarterly in arrears on February 15, May 15, August 15th and
November 15 of each year, from August 15, 2022. A “Reset Date” means the first Reset Date and each date falling on the fifth anniversary of the previous Reset Date. Reset dates, including the first reset date, will not be adjusted for business days. A “Reset Period” means the period between the first reset date and the next exclusive next reset date, and then each successive period between each reset date and the next exclusive next 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 U Preferred Shares have a liquidation preference of $100,000 per share, plus declared and unpaid dividends, with no accumulation of undeclared dividends. Liquidation distributions will be made on the Series U Preferred Shares only to the extent of the assets of the Company which are available after satisfaction of all debts to depositors and creditors and subject to the rights of the holders of any senior security. to the Series U Preferred Shares, and pro rata the Series U Preferred Shares and any other shares of the Company ranking pari passu with respect to such distributions.

The Series U Preferred Shares do not have a maturity date. The Series U Preferred Shares are redeemable at the option of the Company (1) in whole or in part, from time to time, on any dividend payment date after the first reset date, at a redemption price equal to $100,000 per share (equivalent to
$1,000 per Depositary Share), plus all declared and unpaid dividends, with no accumulation of undeclared dividends, or (2) in whole but not in part, at any time within 90 days of a regulatory capital treatment event (such as defined in the Declaration), 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 between the prior scheduled dividend payment date and the redemption date. If the Company redeems the Series U Preferred Shares, the Custodian will redeem a proportionate number of Custodian Shares. Accordingly, the Series U Preferred Shares will remain outstanding indefinitely unless and until the Company decides to redeem them. The Series U Preferred Shares have no pre-emption or conversion rights.

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The Series U Preferred Shares have no voting rights except with respect to (1) authorization, increase in authorized amount or issuance of senior shares; (2) permit adverse changes to the terms of the Series U Preferred Shares; (3) certain merger events; (4) in the case of certain non-payment of dividends only, elect directors; and (5) as otherwise required under Pennsylvania straight.

The terms of the Series U Preferred Shares are further described in the Statement, which is included as Schedule 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Section 8.01 Other Events.

On April 26, 2022, the Company has closed the public offering of 1,000,000 Depository Shares pursuant to the Bought Deal Agreement. The Custodian Shares and Series U Preferred Shares have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3ASR (File No. 333-261622) (the “Registration Statement”). ‘registration “). The following documents are filed with this report and incorporated by reference into the Registration Statement: (a) the Subscription Agreement; (b) the Declaration; (c) the Deposit Agreement, dated April 26, 2022among the company, Computershare Trust Company NA and Computershare Inc., as depositary, and the holders from time to time of the certificates of deposit described therein; (d) certificate of deposit form; and (e) the Notice of Validity for the Custodian Shares and the Series U Preferred Shares.

Item 9.01 Financial statements and supporting documents.

(d)  Exhibits.
Number       Description                                       Method of Filing

1.1            Underwriting Agreement, dated as of April 21,   Filed herewith
             2022
3.1            Statement with Respect to Shares of the 6.000%  Filed herewith
             Fixed-Rate Reset Non-Cumulative Perpetual
             Preferred Stock, Series U
4.1            Deposit Agreement, dated as of April 26, 2022,  Filed herewith
             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
             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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