The information contained in this preliminary prospectus supplement is not complete and is subject to change. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not not allowed.
Filed pursuant to Rule 424(b)(5)
File No. 333-261622
SUBJECT TO COMPLETION. AS OF APRIL 21, 2022
(In the Prospectus dated December 13, 2021)
PNC FINANCIAL SERVICES GROUP, INC.
Custodian Shares Representing Each 1/100and Interest in a share of
Fixed Rate Reset % Not combinable Perpetual Preferred Shares, Series U
We offer custodian shares each representing a 1/100th stake in a share of % Fixed-Rate Reset Not combinable Perpetual Preferred Shares, Series U, par value $1.00, with a liquidation preference of $100,000 per share (equivalent to $1,000 per depository share) (the “Preferred Shares”). As a holder of Depository Shares, you will be entitled to all the proportional rights and preferences of the Preferred Shares (including dividend, voting, redemption and liquidation rights). You must exercise these rights through the Depositary.
For a discussion of certain risks you should consider in connection with an investment in the shares of the Custodian, see “Risk Factors” in our annual report on form 10-K for the year ended December 31, 2021 and all subsequent filings under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the ” Exchange Act”), as well as the additional risk factors contained in this Prospectus Supplement beginning on page S-14.
We will pay preferred stock dividends, when, as and if declared by our board of directors or a duly authorized committee of the board, out of funds legally available for such payments under Pennsylvania law, quarterly in arrears on , , and each year, beginning on 2022. Dividends will accrue for each Quarterly Dividend Period (i) from the date of original issue until but not including 2027, at an annual fixed rate of % and ( (ii) beginning on and after 2027, during each Reset Period (as defined herein), at an annual rate equal to the Five-Year U.S. Treasury Rate (as defined herein) on the Dividend Determination Date Most Recent Adjusted (as defined herein), plus %.
Dividends on the Preferred Shares will not be cumulative. If our Board of Directors or a duly authorized committee of the Board does not declare a Preferred Share Dividend in respect of a Dividend Period, no Dividend shall be deemed to have accrued for such Dividend Period, payable on the applicable dividend payment date or be cumulative, and we shall have no obligation to pay any dividend for such dividend period, whether or not our board of directors or a duly authorized committee of our board declares a dividend on the preferred shares, any other series of our preferred shares, or our common shares for any future dividend period. Upon payment of any dividend on the Preferred Shares, holders of Depository Shares will receive a proportional payment. Dividends on the Preferred Shares will not be declared, paid or set aside for payment to the extent that doing so would prevent PNC from complying with laws and regulations applicable thereto, including applicable regulatory capital rules. .
We may redeem the preferred shares at our option (i) in whole or in part, from time to time, on any dividend payment date on or after 2027 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 (ii) in whole but not in part at any time within 90 days of a regulatory capital treatment event (such as defined herein) at a redemption price equal to $100,000 per share (equivalent to $1,000 per depository share), plus any declared and unpaid dividends and an amount equal to the partial dividend which would have accrued between the date of prior scheduled dividend payment and redemption date. If we redeem the Preferred Shares, the Custodian will redeem a proportionate number of Custodian Shares.
The Preferred Shares will have no voting rights except as set forth in the section “Description of the Preferred Shares – Voting Rights” on page S-25.
Neither the Preferred Shares nor the Depositary Shares are deposits or other obligations of any bank or are insured by the United States Federal Deposit Insurance Corporation or any other insurer or government agency.
The Preferred Shares will not be listed on any stock exchange.
Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of the Depositary Shares or Preferred Shares or passed upon the adequacy or accuracy of this supplement. prospectus or accompanying prospectus. Any representation to the contrary is a criminal offence.
|Per depositary share||Total|
Public offering price(1)
Product (before expenses)
Plus accrued dividends, if any, from the original issue date, which is expected to be , 2022.
The Underwriters intend to deliver the Depositary Shares to purchasers in book-entry form through the services of The Depository Trust Company and its direct participants, including Euroclear Bank SA/NV, as system operator Euroclear (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”), on or about 2022.
As our affiliate, PNC Capital Markets LLC, participates in the offering and selling of the Depository Shares, the offering is being conducted in accordance with Rule 5121 of the Financial Industry Regulatory Authority (“FINRA”). See “Subscription (Conflicts of Interest)”. on the page S-38.
|Citigroup||BofA securities||JP Morgan||
PNC Capital Markets LLC