Document
false0000713676 0000713676 2020-07-27 2020-07-27 0000713676 exch:XNYS us-gaap:CommonStockMember 2020-07-27 2020-07-27 0000713676 exch:XNYS pnc:SeriesQPreferredStockMember 2020-07-27 2020-07-27 0000713676 exch:XNYS pnc:SeriesPPreferredStockMember 2020-07-27 2020-07-27


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
July 31, 2020
Date of Report (Date of earliest event reported)
THE PNC FINANCIAL SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
Commission File Number 001-09718
Pennsylvania
25-1435979
(State or other jurisdiction of
(I.R.S. Employer
incorporation)
Identification No.)
The Tower at PNC Plaza
300 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2401
(Address of principal executive offices, including zip code)
(888) 762-2265
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
 Name of Each Exchange
    on Which Registered    
Common Stock, par value $5.00
PNC
New York Stock Exchange
Depositary Shares Each Representing a 1/4,000 Interest in a Share of Fixed-to-
Floating Rate Non-Cumulative Perpetual Preferred Stock, Series P
PNC P
New York Stock Exchange
Depositary Shares Each Representing a 1/4,000 Interest in a Share of 5.375%
Non-Cumulative Perpetual Preferred Stock, Series Q
PNC Q
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01 Other Events

On July 31, 2020, The PNC Financial Services Group, Inc. (“PNC”) issued a press release announcing the redemption on September 1, 2020 of $480,000,000 of Depositary Shares (CUSIP: 693475832) (the “Depositary Shares”) representing interests in PNC’s 5.375% Non-Cumulative Perpetual Preferred Stock, Series Q (the “Series Q Preferred Stock”). Each Depositary Share represents a 1/4,000th interest in a share of the Series Q Preferred Stock. All 19,200,000 Depositary Shares currently outstanding will be redeemed. The Depositary Shares will be redeemed at a redemption price of $25.00 per Depositary Share plus declared and unpaid dividends of $0.3359375 per Depositary Share, representing the dividend for the period from June 1, 2020 to but excluding September 1, 2020.

The Depositary Shares are held through the Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC will be made by Computershare Trust Company, N.A., the Depositary, in accordance with the Deposit Agreement governing the Depositary Shares.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by referenced herein.
Item 9.01 Financial Statements and Exhibits.
    
(d) Exhibits.

Number
Description
 
99.1
Filed herewith
104
The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

 


- 2 -




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
THE PNC FINANCIAL SERVICES GROUP, INC.
(Registrant)
Date:
July 31, 2020
By:
/s/ Gregory H. Kozich
 
 
 
Gregory H. Kozich
 
 
 
Senior Vice President and Controller
 - 3 -


 a20200731rlssept1seriesq
Exhibit 99.1 CONTACTS MEDIA: Marcey Zwiebel (412) 762-4550 media.relations@pnc.com INVESTORS: Bryan Gill (412) 768-4143 investor.relations@pnc.com PNC ANNOUNCES REDEMPTION OF ALL DEPOSITARY SHARES REPRESENTING INTERESTS IN SERIES Q STOCK PITTSBURGH, July 31, 2020 – The PNC Financial Services Group, Inc. (NYSE: PNC) today announced the redemption on Sept. 1, 2020, of $480,000,000 of Depositary Shares (CUSIP: 693475832) (the “Depositary Shares”) representing interests in PNC’s 5.375% Non-Cumulative Perpetual Preferred Stock, Series Q (the “Series Q Preferred Stock”). Each Depositary Share represents a 1/4,000th interest in a share of the Series Q Preferred Stock. All 19,200,000 Depositary Shares currently outstanding will be redeemed. The Depositary Shares will be redeemed at a redemption price of $25.00 per Depositary Share plus declared and unpaid dividends of $0.3359375 per Depositary Share, representing the dividend for the period from June 1, 2020 to, but excluding, Sept. 1, 2020. The Depositary Shares are held through the Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC will be made by Computershare Trust Company, N.A., the Depositary, in accordance with the Deposit Agreement governing the Depositary Shares. The address for Computershare Trust Company, N.A. is 462 South 4th Street, Suite 1600, Louisville, KY 40202. The PNC Financial Services Group, Inc. is one of the largest diversified financial services institutions in the United States, organized around its customers and communities for strong relationships and local delivery of retail and business banking including a full range of lending products; specialized services for corporations and government entities, including corporate banking, real estate finance and asset-based lending; wealth management and asset management. For information about PNC, visit www.pnc.com. # # #

 
v3.20.2
Cover Page
Jul. 27, 2020
Entity Information [Line Items]  
Written Communications false
Entity Incorporation, State or Country Code PA
Document Type 8-K
Entity Central Index Key 0000713676
Amendment Flag false
Document Period End Date Jul. 31, 2020
Entity Registrant Name PNC FINANCIAL SERVICES GROUP, INC.
Entity File Number 001-09718
Entity Tax Identification Number 25-1435979
Entity Address, Address Line One 300 Fifth Avenue
Entity Address, City or Town Pittsburgh
Entity Address, State or Province PA
Entity Address, Postal Zip Code 15222-2401
City Area Code 888
Local Phone Number 762-2265
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
NEW YORK STOCK EXCHANGE, INC. [Member] | Common Stock [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, par value $5.00
Trading Symbol PNC
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. [Member] | Series P Preferred Stock [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Depositary Shares Each Representing a 1/4,000 Interest in a Share of Fixed-to- Floating Rate Non-Cumulative Perpetual Preferred Stock, Series P
Trading Symbol PNC P
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. [Member] | Series Q Preferred Stock [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Depositary Shares Each Representing a 1/4,000 Interest in a Share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series Q
Trading Symbol PNC Q
Security Exchange Name NYSE