AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 19/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Multiple-product commercial relationships and organic customer growth suggest potential switching friction, but do not establish a defensible structural advantage over competing banks or nonbanks.
durability · — · The catalog does not demonstrate durable customer lock-in, superior funding economics or protected market access across cycles.
customer dependency · — · Using multiple products does not by itself establish material switching costs or operational dependency. Customer growth does not measure existing-customer retention.
erosion resilience · — · Growth supports current competitiveness, while retail deposit declines and higher sequential deposit rates show economic pressure. Their combination cannot establish the resilience of an unidentified moat.
Pricing power50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Deposit rates declined 18 basis points in the first quarter and remained 34 basis points lower year over year in the third quarter, but rose 7 basis points sequentially. These are mixed realized outcomes, substantially influenced by monetary conditions. Integration fee waivers also temper service-pricing evidence.
retention · 2/4 · Indirect evidence includes approximately 215,000 organic net new checking accounts, new commercial clients and growing treasury activity. Retail average deposits nevertheless fell 2% sequentially. Acquisition and seasonality limit interpretation; no retention rate is inferred.
margin resilience · 2/4 · Third-quarter taxable-equivalent NIM of 2.94% exceeded 2.79% a year earlier but fell from 2.96% sequentially as funding costs increased. Loan growth, asset yields and FirstBank contributed, limiting attribution to pricing protection.
contractual freedom · 2/4 · Actual deposit repricing and strategy adjustments demonstrate discretion over funding terms. Competitive migration pressure constrains it, and supplied passages do not establish broad unilateral repricing rights on existing loans or fee contracts.
Predictability100
Financial-sector stability over five consecutive reported annual periods: equal weights for nondeclining revenue frequency, revenue-growth volatility (5–40pp), positive consolidated earnings frequency, and net-income/revenue margin volatility (3–20pp). Uses reported accounting scope; not industrial FCF or a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 3.92
- positiveEarningsShare
- 100.00
- netMarginStdDev
- 1.47
Financial strength56
Qualitative bank assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-industry-1; not an industrial ratio score or credit rating.
capital adequacy · 2/4 · Estimated September CET1 of 9.8%, tier 1 of 11.0% and total capital of 12.6% exceed disclosed distribution-buffer thresholds of 7.0%, 8.5% and 10.5%. June leverage ratios also exceeded requirements. Declining ratios and AOCI exclusions temper the assessment; the separate estimated 8.8% AOCI-inclusive CET1 measure is non-GAAP and is not substituted for regulatory CET1.
liquidity funding · 2/4 · Average third-quarter LCR was 106%, exceeding the minimum throughout the quarter. Spot deposits increased and borrowing fell. Seasonal commercial balances, uninsured relationship funding, higher average borrowing and a lower sequential noninterest-bearing mix leave funding strength mixed.
asset liability risk · 2/4 · Nonperforming loans were 0.58% of loans and annualized quarterly charge-offs were 0.28%, including a student-loan transfer charge. Delinquencies improved sequentially, but nonperformers and charge-offs rose and reserve coverage declined. Securities and swap valuation losses demonstrate rate exposure despite disclosed hedging.
earnings resilience · 3/4 · Third-quarter net income increased 15% year over year to $2.097 billion and nine-month income increased 19% to $5.924 billion despite integration and funding pressures. Acquisition contributions, significant items and limited cycle coverage prevent an exceptional assessment. Acquired-loan accounting also limits simple provision comparisons.
Capital allocation56
Qualitative bank assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-industry-1; not an industrial ratio score or credit rating.
capital efficiency · 3/4 · Third-quarter return on average common shareholders' equity was 13.89%, compared with 13.61% sequentially and 13.24% a year earlier. Non-GAAP ROTCE was 18.28%, using a smaller tangible-equity denominator. These demonstrate strong current efficiency without establishing durable acquisition-level returns.
distributions and buffers · 2/4 · Third-quarter common dividends and repurchases totaled $1.4 billion against $1.994 billion of diluted common earnings. Distributions were earnings-covered and regulatory capital exceeded disclosed buffer thresholds, but CET1 and common equity declined. Coverage alone does not establish optimal buffer management.
dilution and cost · 2/4 · Average diluted shares declined to 401 million from 403 million sequentially but exceeded 396 million a year earlier. Acquisition financing included $2.943 billion of common issuance and $119 million of preferred issuance. Repurchases partly offset dilution and compensation expense fell sequentially; complete equity-compensation costs are unavailable.
investment discipline · 2/4 · FirstBank conversion was completed and its business contributed to NII. Against this, $225 million of first-half integration costs, $36 million in the third quarter and approximately $2.4 billion of preliminary goodwill accompany substantial branch commitments. Acquisition returns, realized synergies and returns on branch investment remain unestablished.
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Earnings supported distributions and quarter-end borrowing declined. Acquisition equity issuance, integration costs, declining CET1 and valuation losses make the overall record mixed despite profitable growth.
incentive alignment · 3/4 · Already-granted awards combine three-year adjusted ROE and relative EPS-growth metrics, deferred equity and CET1-related forfeiture eligibility. These demonstrate strong structural alignment, tempered by committee discretion and missing ownership and realized payout evidence. Proposed-plan provisions are not treated as vested awards.
execution · 3/4 · Completed conversion of approximately 780,000 acquired customers and 95 branches, digital migration, organic customer growth and higher earnings demonstrate strong execution. Digital achievements are issuer-reported; retention is indirect, acquisition returns remain unproven, and third-quarter NII growth of 2% missed prior 3%–3.5% guidance.
governance · 2/4 · Annual elections, majority voting and audit pre-approval authority insulated from management support functioning governance. The combined Chair/CEO role is balanced by a Presiding Director, but exceptional oversight effectiveness is not demonstrated.
Evidence
Table 13: Corporate & Institutional Banking Table
3,934
3,582
352
2,435
2,000
6,369
5,582
787
153
(34)
962
746
842
764
(4)
(4)
307
296
2,207
1,906
301
4,009
3,443
566
931
783
148
Noncontrolling interests
3,068
2,651
417
650
516
134
Commercial and industrial
200,913
173,872
27,041
Commercial real estate
28,905
31,553
(2,648)
Total commercial
229,818
The majority of our uninsured deposits are related to commercial operating and relationship accounts, which we define as commercial deposit customers who utilize two or more PNC products.
Corporate & Institutional Banking and uninsured relationship deposits · Filed 05/08/2026
Grow our client base by providing diversified financial products and services on a national basis PNC Strategic Priorities Leverage technology to provide best-in-class client service as well as ensure safety and soundness Enhance our brand by doing right by our constituents: our customers, communities, employees and shareholders Retail Banking Organically added ~215k net new checking accounts YTD; strong expansion market1 momentum Grew average credit card balances +12% YoY and purchase volumes +10% YoY Retail brokerage assets grew 9% YoY to $97 billion Corporate & Institutional Banking Average loans grew 17% YoY Added ~500 new Corporate & Commercial Banking clients in the expansion markets1 YTD YTD Treasury Management revenue grew 8% Asset Management Group Assets under administration of ~$500 billion; +13% YoY New asset production up 28% YoY AUM in expansion markets1 is growing 5x faster than legacy markets1
Third-quarter business highlights: organic accounts, commercial clients and treasury revenue · Filed 15/10/2026
Card and cash management increased $32 million driven by increased treasury management product revenue, as well as growth in customer relationships and activity.
Revenue review: treasury management and customer activity · Filed 15/10/2026
Competition We are subject to intense competition from other regulated banking organizations, as well as various other types of financial institutions and non-bank entities that can offer a number of similar products and services without being subject to bank regulatory supervision and restrictions.
Business: competition and similar competing products · Filed 20/02/2026
Deposit-taking activities are also subject to pricing pressures and to customer migration as a result of intense competition for deposits and investments.
Competition: deposit pricing pressures and customer migration · Filed 20/02/2026
▪Average deposits decreased 2%, primarily due to lower consumer interest-bearing and noninterest-bearing deposit balances.
Retail Banking: sequential average deposit decline · Filed 15/10/2026
Consolidated Average Deposit Balances Av er ag e ba la nc es , $ b ill io ns Spot Consumer Deposits $ bi lli on s Spot Commercial Deposits $ bi lli on s $146 $149 $160 9/30/25 6/30/26 9/30/26 $70 $74 $75 9/30/25 6/30/26 9/30/26 Interest-Bearing Noninterest-Bearing $188 $200 $199 9/30/25 6/30/26 9/30/26 $21 $26 $25 9/30/25 6/30/26 9/30/26 Interest-Bearing Noninterest-Bearing IB Rate Paid +7 bps LQ and (34) bps YoY Total Deposits +1% LQ and +7% YoY NIB Deposits (2)% LQ and +9% YoY Total IB Deposits +2% LQ and +6% YoY +7% $7 $4$0.4 IB ex.
Deposit balances and interest-bearing deposit rate changes · Filed 15/10/2026
•Net interest margin increased 11 basis points to 2.95%, reflecting an 18 basis point decline in the rate paid on interest-bearing deposits.
First-quarter results: deposit-rate reduction and net interest margin · Filed 05/05/2026
Deposit Betas: Deposit pricing changes are primarily driven by changes in the Federal Funds rate.
Interest-rate risk: deposit pricing relationship to Federal Funds rate · Filed 05/08/2026
tangible common equity (ROTCE) (non-GAAP)
18.28
17.88
16.77
Return on average assets
1.32
1.34
1.27
Net interest margin (NIM) (non-GAAP)
2.94
2.96
2.79
Noninterest income to total revenue
36
40
38
Efficiency
57
60
59
Common equity tier 1 (CET1) capital ratio
9.8
9.9
10.7
See non-GAAP financial measures in the Consolidated Financial Highlights accompanying this release.
Selected ratios: net interest margin and returns · Filed 15/10/2026
Net interest income of $4.2 billion increased $99 million from the second quarter of 2026 driven by commercial loan growth and higher yields on interest-earning assets, partially offset by increased funding costs.
Revenue review: asset yields and increased funding costs · Filed 15/10/2026
Compared to the third quarter of 2025, net interest income increased $558 million due to commercial loan growth, the benefit of FirstBank and lower funding costs.
Revenue review: year-over-year NII drivers and acquisition contribution · Filed 15/10/2026
We continue to actively monitor the interest rate environment and make adjustments to our deposit strategy in response to evolving market conditions, bank funding needs and client relationship dynamics.
Commercial deposit strategy: adjustments to market conditions and funding needs · Filed 05/08/2026
Card and cash management decreased $3 million as higher treasury management product revenue was more than offset by FirstBank integration related fee waivers.
Card and cash management: integration-related fee waivers · Filed 15/10/2026
- 2026 Proxy Statement 71 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS The table below summarizes the material terms and conditions of the long-term incentive awards granted in 2026 for 2025 performance (these material terms and conditions are the same as the awards granted in 2025 for 2024 performance): Name of Award % of Long-Term Incentive Value Vesting Schedule Metrics Payout Range (% of Target) Stock or Cash Payout PSU 60% After three-year performance period ends PNC’s return on equity (“ROE”), as adjusted, compared to performance targets 0–150% Stock EPS growth, as adjusted, rank against our peer group RSU 40% Annual installments over three years Time-based 0–100% Stock PSUs.
Compensation discussion: terms of long-term awards already granted · Filed 11/03/2026
– We place a substantial majority of compensation at risk, including deferring at least 50% of our named executive officers’ compensation into equity-based long-term incentive awards that are not payable for several years.
Executive compensation: deferred equity proportion · Filed 11/03/2026
Impact of risk-based performance metric under PSUs: For each year during the three-year performance period that PNC fails to meet the CET1 ratio, one-third of the target number of PSUs granted will be eligible for forfeiture.
Compensation: CET1-related PSU forfeiture eligibility · Filed 11/03/2026
The HR Committee believes that discretion, flexibility and judgment are critical to its ability to award incentive compensation that reflects near-term performance results as well as progress towards longer-term strategic priorities.
Compensation: committee discretion and judgment · Filed 11/03/2026
In June 2026, PNC converted approximately 780,000 customers, more than 1,620 employees and 95 branches across Colorado and Arizona, merging FirstBank into PNC Bank.
Acquisition activity: completed FirstBank conversion and merger · Filed 05/08/2026
∎ Mr. Overstrom led the successful migration of 11.5 million clients to PNC’s new online banking platform and grew mobile app users by nearly 8% year over year, while also overseeing digital enhancements such as new digital investing tools and the addition of direct-deposit switch capabilities within the mobile app.
Compensation discussion: digital migration and mobile engagement achievements · Filed 11/03/2026
Quarter Year to Date $ millions except EPS 3Q26 LQ YoY 2026 YoY Net interest income $4,206 2% 15% $12,274 15% Noninterest income 2,356 (15)% 4% 7,328 15% Total revenue $6,562 (5)% 11% $19,602 15% Noninterest expense 3,751 (8)% 8% 11,617 14% Pretax, pre-provision earnings (non-GAAP) $2,811 1% 15% $7,985 17% Provision for credit losses 189 (1)% 13% 590 (8)% Income taxes 525 (1)% 13% 1,471 23% Net income $2,097 2% 15% $5,924 19% Diluted EPS $4.97 3% 14% $13.91 19% Diluted EPS, as adjusted (non-GAAP) $5.09 5% 17% $14.26 22% 9 Strong Performance Driving PPNR Growth Income Statement Summary Note: LQ = linked quarter.
Income statement summary: quarterly and nine-month earnings · Filed 15/10/2026
Annual elections:
The entire Board is elected each year; we have no staggered elections.
Governance highlights: annual board elections · Filed 11/03/2026
Majority vote standard:
The election of directors is subject to a majority voting requirement; any director who does not receive a majority of the votes cast in an uncontested election must tender his or her resignation to the Board.
Governance highlights: majority voting requirement · Filed 11/03/2026
Current leadership structure The Board believes the interests of our shareholders are best served at this time through the current combined Chair and CEO leadership structure, in conjunction with a Presiding Director who has robust oversight and board governance responsibilities.
Board leadership: combined Chair/CEO and Presiding Director · Filed 11/03/2026
The Audit Committee may not delegate its pre-approval authority to any other person, including any member of management or other PNC employee or agent.
Audit Committee: prohibition on delegating pre-approval to management · Filed 11/03/2026
Goodwill and disallowed intangibles, net of deferred tax liabilities
(13,714)
(13,752)
(10,920)
All other adjustments
(91)
(84)
(71)
Basel III Common equity tier 1 capital
$
49,138
$
48,413
$
46,321
Basel III standardized approach risk-weighted assets (a)
$
500,804
$
487,843
$
434,712
Basel III Common equity tier 1 capital ratio
9.8
%
9.9
%
10.7
%
(a)Basel III standardized approach risk-weighted assets are based on the Basel III standardized approach rules and include credit and market risk-weighted assets.
Capital ratios: estimated September CET1 capital and standardized risk-weighted assets · Filed 15/10/2026
As a result, to avoid limitations on capital distributions and certain discretionary incentive compensation payments, PNC and PNC Bank must maintain a CET1 capital ratio of at least 7.0%, a tier 1 capital ratio of at least 8.5%, and a total capital ratio of at least 10.5%.
Regulatory capital: distribution-buffer thresholds · Filed 20/02/2026
Table 30: Basel III Capital June 30, 2026 Dollars in millions Basel III Common equity tier 1 capital Common stock plus related surplus, net of treasury stock $ (3,269) Retained earnings 65,518 Goodwill, net of associated deferred tax liabilities (13,086) Other disallowed intangibles, net of deferred tax liabilities (666) Other adjustments (deductions) (84) Common equity tier 1 capital (a) $ 48,413 Additional tier 1 capital Preferred stock plus related surplus 5,879 Tier 1 capital $ 54,292 Additional tier 2 capital Qualifying subordinated debt 3,300 Eligible credit reserves includable in tier 2 capital 5,330 Total Basel III capital $ 62,922 Risk-weighted assets Basel III standardized approach risk-weighted assets (b) $ 487,843 Average quarterly adjusted total assets $ 604,645 Supplementary leverage exposure (c) $ 749,242 Basel III risk-based capital and leverage ratios Common equity tier 1 9.9 % Tier 1 11.1 % Total 12.9 % Leverage (d) 9.0 % Supplementary leverage ratio (c) 7.2 % (a)As permitted, PNC and PNC Bank have elected to exclude AOCI related to both available-for-sale securities and pension and other post-retirement plans from CET1 capital.
Basel III capital: June capital and leverage ratios and AOCI exclusion · Filed 05/08/2026
616,034
568,767
Loans (a)
378,792
367,953
326,616
4,536
4,652
4,478
Interest-earning deposits with banks
24,670
22,794
33,318
Investment securities
146,370
149,506
141,523
Total deposits (a)
466,362
449,792
432,749
Borrowed funds (a)
79,757
85,723
62,344
Allowance for unfunded lending related commitments
850
809
775
Total shareholders' equity
62,353
64,008
58,990
Common shareholders' equity
56,474
58,131
53,235
(6,472)
(4,120)
(4,077)
Book value per common share
142.17
145.52
135.67
Tangible book value per common share (non-GAAP) (b)
107.64
111.09
107.84
Period end common shares outstanding (In millions)
397
399
392
Loans to deposits
82
Common shareholders' equity to total assets
9.4
9.4
CLIENT ASSETS (In billions)
Discretionary client assets under management
250
247
228
Nondiscretionary client assets under administration
256
212
Total client assets under administration
499
503
Brokerage account client assets
92
Total client assets
598
602
532
Basel III (c)
Tier 1 risk-based
11.0
11.1
12.0
Total capital risk-based
12.6
12.9
PNC Reports Third Quarter 2026 Net Income of $2.1 Billion, $4.97 Diluted EPS or $5.09 As Adjusted – Page 22
Consolidated balance sheet highlights: shares and risk-based capital ratios · Filed 15/10/2026
–PNC’s average LCR for the three months ended September 30, 2026 was 106%, exceeding the regulatory minimum requirement throughout the quarter.
Liquidity: third-quarter average LCR and minimum compliance · Filed 15/10/2026
–Deposits at September 30, 2026 of $466.4 billion increased $16.6 billion, or 4%, from June 30, 2026, driven by higher commercial interest-bearing deposits, reflecting seasonality as well as new and expanded client relationships.
Deposits: seasonal growth and new or expanded relationships · Filed 15/10/2026
Borrowed funds at September 30, 2026 decreased $6.0 billion from June 30, 2026, driven by a reduction in Federal Home Loan Bank advances.
Borrowed funds: quarter-end FHLB advance reduction · Filed 15/10/2026
5 Loan and Securities Growth Drove Balance Sheet Expansion Balance Sheet Summary Linked Quarter Year over Year Average balances, $ billions 3Q26 $ % $ % Total loans $372.2 $9.0 2% $46.2 14% Investment securities $151.4 $4.3 3% $6.9 5% Total assets $628.9 $12.6 2% $57.4 10% Total deposits $461.2 $4.2 1% $29.4 7% Borrowed funds $85.7 $6.7 9% $19.4 29% Average total equity $63.2 $(0.3) - $5.4 9% Period end 9/30/26 6/30/26 LQ 9/30/25 YoY AOCI ($ billions) $(6.5) $(4.1) $(2.4) $(4.1) $(2.4) Tangible book value per common share (non-GAAP) $107.64 $111.09 (3)% $107.84 - Return on average tangible common equity (non-GAAP) 18.28% 17.88% 40 bps 16.77% 151 bps Basel III CET1 capital ratio 1 9.8% 9.9% (10) bps 10.7% (80) bps Note: YoY = year over year.
Balance sheet summary: average borrowing, deposits, capital and AOCI · Filed 15/10/2026
Average noninterest-bearing deposits as a percentage of total average deposits was 22% in the third quarter of 2026, 23% in the second quarter of 2026 and 21% in the third quarter of 2025.
Deposits: noninterest-bearing share of average balances · Filed 15/10/2026
13.6
%
Leverage
8.9
%
9.0
%
9.2
%
Supplementary leverage
7.2
%
7.2
%
7.5
%
ASSET QUALITY
Nonperforming loans to total loans
0.58
%
0.55
%
0.65
%
Nonperforming assets to total loans, OREO, foreclosed and other assets (d)
0.61
%
0.58
%
0.70
%
Nonperforming assets to total assets
0.37
%
0.35
%
0.40
%
Net charge-offs to average loans (for the three months ended) (annualized)
0.28
%
0.25
%
0.22
%
Allowance for loan and lease losses to total loans
1.20
%
1.26
%
1.37
%
Allowance for credit losses to total loans (e)
1.42
%
1.48
%
1.61
%
Allowance for loan and lease losses to nonperforming loans
207
%
230
%
210
%
Total delinquencies (In millions) (f)
$
1,301
$
1,436
$
1,233
(a)Amounts include assets and liabilities for which we have elected the fair value option.
Asset quality: charge-offs, nonperformers, delinquencies and reserve coverage · Filed 15/10/2026
–Net loan charge-offs were $257 million and included $35 million related to the transfer of student loans to held-for-sale.
Credit quality: student-loan transfer charge-offs · Filed 15/10/2026
The decline in each comparison reflected the impact of higher interest rates on securities and swaps, partially offset by the continued accretion of unrealized losses.
Capital review: interest-rate effects on securities and swaps · Filed 15/10/2026
PNC had $78.3 billion in active and forward starting receive fix / pay float swaps used to hedge floating rate commercial loans as of June 30, 2026, with a weighted average duration of 2.5 years and an average fixed rate of 3.75%.
Interest-rate risk: active and forward-starting loan hedges · Filed 05/08/2026
30, 2026 Jun. 30, 2026 Sep. 30, 2025 Return on average common shareholders’ equity 13.89% 13.61% 13.24% Average common shareholders’ equity $57,278 $57,556 $51,969 Average goodwill and other intangible assets (14,138) (14,162) (11,157) Average deferred tax liabilities on goodwill and other intangible assets 404 412 241 Average tangible common shareholders’ equity $43,544 $43,806 $41,053 Net income attributable to common shareholders $2,006 $1,953 $1,735 Net income attributable to common shareholders, annualized $7,958 $7,833 $6,883 Return on average tangible common equity (non-GAAP) 18.28% 17.88% 16.77%
Reconciliation: common-equity and tangible-common-equity returns · Filed 15/10/2026
–PNC returned $1.4 billion of capital to shareholders, reflecting $0.8 billion of dividends on common shares and $0.6 billion of common share repurchases.
Capital distributions: actual third-quarter dividends and repurchases · Filed 15/10/2026
- more -
PNC Reports Third Quarter 2026 Net Income of $2.1 Billion, $4.97 Diluted EPS or $5.09 As Adjusted – Page 4
Earnings Summary
In millions, except per share data
3Q26
2Q26
3Q25
Net income
$
2,097
$
2,055
$
1,822
Net income attributable to diluted common shareholders
$
1,994
$
1,941
$
1,723
Net income attributable to diluted common shareholders - as adjusted (non-GAAP)
$
2,042
$
1,956
Diluted earnings per common share
$
4.97
$
4.81
$
4.35
Diluted earnings per common share - as adjusted (non-GAAP)
$
5.09
$
4.85
Average diluted common shares outstanding
401
403
396
Cash dividends declared per common share
$
2.00
$
1.70
$
1.70
See non-GAAP financial measures in the Consolidated Financial Highlights accompanying this release.
Earnings summary: diluted common earnings and average diluted shares · Filed 15/10/2026
(Continued from previous page) Unaudited In millions Six months ended June 30 2026 2025 Financing Activities Net change in Noninterest-bearing deposits $ (2,282) $ 613 Interest-bearing deposits (11,862) (654) Federal funds purchased and repurchase agreements (44) (36) Short-term Federal Home Loan Bank advances 4,000 — Other borrowed funds 198 149 Sales/issuances Federal Home Loan Bank advances 28,000 3,000 Senior debt 4,211 5,237 Subordinated debt 1,495 — Common and treasury stock 34 34 Repayments/maturities Federal Home Loan Bank advances (6,000) (7,000) Senior debt (4,250) (2,750) Subordinated debt (71) (700) Acquisition of treasury stock (1,418) (598) Preferred stock cash dividends paid (158) (154) Common stock cash dividends paid (1,387) (1,281) Other financing activities, net 137 — Net cash provided (used) by financing activities $ 10,603 $ (4,140) Net Increase (Decrease) In Cash, Cash Equivalents And Restricted Cash $ (10,968) $ (15,857) Cash, cash equivalents and restricted cash at beginning of period 39,713 46,251 Cash, cash equivalents and restricted cash at end of period (b) $ 28,745 $ 30,394 Supplemental Disclosures (c) Interest paid $ 5,138 $ 5,511 Leased assets obtained in exchange for new operating lease liabilities $ 331 $ 149 Non-cash Investing And Financing Items Transfer from loans to loans held for sale, net $ 80 $ 108 Transfer from loans to foreclosed assets $ 23 $ 21 Common stock issuances for acquisition $ 2,943 $ — Preferred stock issuances for acquisition $ 119 $ — (a)Cash paid to acquire FirstBank was $1,238 million.
Cash flows: distributions, borrowing and acquisition equity issuance · Filed 05/08/2026
Noninterest expense, as adjusted for both quarters, decreased $113 million from the second quarter of 2026 driven by lower compensation expense and continued expense discipline.
Expense review: adjusted expense and compensation reduction · Filed 15/10/2026
For the six months ended June 30, 2026, PNC incurred $225 million in total integration costs, of which $218 million was reflected in expenses and $7 million was reflected in revenue.
Acquisition activity: first-half integration costs · Filed 05/08/2026
In the third quarter of 2026, PNC incurred integration costs related to the FirstBank acquisition of $36 million.
Third-quarter FirstBank integration costs · Filed 15/10/2026
Preferred stock issued (115,200 shares)
Total consideration
4,300
Cash and due from banks
162
Interest-earning deposits with banks
996
Investment securities
8,278
Net loans
15,177
Core deposit intangible
761
1,282
26,656
Liabilities
23,076
Borrowed funds and other
1,638
Total liabilities
24,714
Net assets
1,942
Goodwill (b)
2,358
(a) Amount includes $29 million of deferred restricted stock compensation and $13 million withheld to satisfy certain tax obligations.
Acquisition consideration: net assets, core deposit intangible and goodwill · Filed 05/08/2026
Additionally, in the fourth quarter of 2025, PNC announced that it was increasing the investment by $0.5 billion, to open an additional 100 branches in markets including Nashville, Chicago, Sarasota, and Winston-Salem and re-affirmed plans to complete the renovation of 100% of the branch network by 2029.
Retail strategy: increased branch investment commitment · Filed 20/02/2026
PNC’s SCB will be maintained at the regulatory minimum of 2.5% through December 31, 2027.
Capital management: current SCB duration · Filed 15/10/2026
September 30, 2026 (estimated): $ billions Common Equity Tier 1 Capital September 30, 2026 (estimated): $ billions Risk-Weighted Assets (RWA) Common stock, related surplus and retained earnings, net of treasury stock $62.9 RWA, standardized approach $500.8 Goodwill and disallowed intangibles, net of deferred tax liabilities (13.7) Estimated impacts to RWA from AOCI adjustments 3.7 All other adjustments (0.1) RWA, including AOCI $504.5 Common equity tier 1 capital (as reported) $49.1 Additional net impacts to RWA from Basel III endgame (50) - (57) Estimated AOCI adjustments, Basel III endgame (4.6) RWA, fully phased-in, Basel III endgame $447.5 - $454.5 Common equity tier 1 capital, including AOCI $44.5 Estimated additional impact from threshold deductions, Basel III endgame - Common equity tier 1 capital, Basel III endgame $44.5 Common equity tier 1 ratio 9.8% Common equity tier 1 ratio, including AOCI (non-GAAP) 8.8% Common equity tier 1 ratio, fully phased-in, Basel III endgame (non-GAAP) 9.8% - 10.0%
Estimated capital reconciliation: regulatory CET1 and separate AOCI-inclusive non-GAAP measure · Filed 15/10/2026
• Adoption of this ASU resulted in more acquired loans using the gross-up approach, primarily through our acquisition of FirstBank; under the gross-up approach, a reserve is established through an increase to the loan’s amortized cost basis, thus avoiding the need to provide for a reserve on these acquired loans through Provision for credit losses.
Accounting policies: acquired-loan reserve gross-up treatment · Filed 05/08/2026
Third Quarter 2026 Guidance1,2,3 Average loans: (2Q26 baseline: $363.2 billion) Up 1% - 2% Net interest income: (2Q26 baseline: $4,107 million) Up 3% - 3.5% Fee income (non-GAAP): (2Q26 baseline: $2,279 million) Down 5% - 5.5% Other noninterest income: (2Q26: $489 million) $150 to $200 million Noninterest expense, as adjusted (non-GAAP): (2Q26 baseline: $3,837 million) Down 2% - 3% Net charge-offs: (2Q26: $226 million) ~$225 million
Prior third-quarter guidance for NII, fees, expenses and charge-offs · Filed 15/07/2026
No benefits or amounts have been granted, awarded or received under the 2026 Plan.
Proposed 2026 incentive plan: absence of awards at proxy disclosure date · Filed 11/03/2026
2026 Omnibus Equity Incentive Plan, incorporated herein by reference to Exhibit 10.34 of PNC’s Current Report on Form 8-K filed April 24, 2026
10.35
The PNC Financial Services Group, Inc.
Exhibit index: subsequent 2026 incentive plan filing reference · Filed 05/05/2026
Common shareholders’ equity at September 30, 2026 decreased $1.6 billion from June 30, 2026 due to a decline in accumulated other comprehensive income, common dividends paid and share repurchases, partially offset by net income.
Capital review: decline in common equity and its causes · Filed 15/10/2026
