Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-09718

THE PNC FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

			Pennsylvania						25-1435979
			(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

The Tower at PNC Plaza, 300 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2401

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code - (888) 762-2265

Securities registered pursuant to Section 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

Securities registered pursuant to Section 12(g) of the Act:

$1.80 Cumulative Convertible Preferred Stock - Series B, par value $1.00

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒			Accelerated filer			☐						Emerging growth company			☐
Non-accelerated filer			☐			Smaller reporting 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant’s outstanding voting common stock held by nonaffiliates on June 30, 2025, determined using the per share closing price on that date on the New York Stock Exchange of $186.42, was approximately $73.2 billion. There is no non-voting common equity of the registrant outstanding.

Number of shares of registrant’s common stock outstanding at February 3, 2026: 403,370,923

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement of The PNC Financial Services Group, Inc. to be filed pursuant to Regulation 14A for the 2026 annual meeting of shareholders (Proxy Statement) are incorporated by reference into Part III of this Form 10-K.

THE PNC FINANCIAL SERVICES GROUP, INC.

Cross-Reference Index to 2025 Form 10-K

TABLE OF CONTENTS

						Page
PART I
Item 1			Business			1
Item 1A			Risk Factors			11
Item 1B			Unresolved Staff Comments			26
Item 1C			Cybersecurity			26
Item 2			Properties			27
Item 3			Legal Proceedings			27
Item 4			Mine Safety Disclosures			27
Information about our Executive Officers						27
PART II
Item 5			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			29
			Common Stock Performance Graph			30
Item 6			Reserved			31
Item 7			Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)			32
			Executive Summary			32
			Consolidated Income Statement Review			37
			Consolidated Balance Sheet Review			40
			Business Segments Review			43
			Risk Management			50
			Average Consolidated Balance Sheet and Net Interest Analysis			74
			Non-GAAP Financial Information			75
			Critical Accounting Estimates and Judgments			76
			Cautionary Statement Regarding Forward-Looking Information			80
Item 7A			Quantitative and Qualitative Disclosures about Market Risk			81
Item 8			Financial Statements and Supplementary Data			81
			Report of Independent Registered Public Accounting Firm			82
			Consolidated Income Statement			84
			Consolidated Statement of Comprehensive Income			85
			Consolidated Balance Sheet			86
			Consolidated Statement of Changes in Equity			87
			Consolidated Statement of Cash Flows			88
			Notes to Consolidated Financial Statements			90
			Note 1 Accounting Policies			90
			Note 2 Investment Securities			106
			Note 3 Loans and Related Allowance for Credit Losses			109
			Note 4 Loan Sale and Servicing Activities and Variable Interest Entities			121

THE PNC FINANCIAL SERVICES GROUP, INC.

Cross-Reference Index to 2025 Form 10-K (continued)

TABLE OF CONTENTS (Continued)

						Page
Item 8			Financial Statements and Supplementary Data (continued)
			Note 5 Goodwill and Mortgage Servicing Rights			124
			Note 6 Leases			127
			Note 7 Premises, Equipment and Leasehold Improvements			129
			Note 8 Time Deposits			129
			Note 9 Borrowed Funds			130
			Note 10 Commitments			131
			Note 11 Equity			132
			Note 12 Other Comprehensive Income			134
			Note 13 Earnings Per Share			135
			Note 14 Fair Value			135
			Note 15 Financial Derivatives			147
			Note 16 Employee Benefit Plans			153
			Note 17 Stock Based Compensation Plans			159
			Note 18 Income Taxes			160
			Note 19 Regulatory Matters			164
			Note 20 Legal Proceedings			165
			Note 21 Parent Company			169
			Note 22 Segment Reporting			171
			Note 23 Fee-based Revenue from Contracts with Customers			174
			Note 24 Subsequent Events			178
			Glossary			180
			Defined Terms			180
			Acronyms			184
Item 9			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			184
Item 9A			Controls and Procedures			184
Item 9B			Other Information			185
PART III
Item 10			Directors, Executive Officers and Corporate Governance			185
Item 11			Executive Compensation			186
Item 12			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			186
Item 13			Certain Relationships and Related Transactions, and Director Independence			186
Item 14			Principal Accounting Fees and Services			186
PART IV
Item 15			Exhibits, Financial Statement Schedules			187
Item 16			Form 10-K Summary			193
SIGNATURES						194

THE PNC FINANCIAL SERVICES GROUP, INC.

Cross-Reference Index to 2025 Form 10-K (continued)

MD&A TABLE REFERENCE

Table			Description			Page
1			Summary of Operations, Per Common Share Data and Performance Ratios			34
2			Balance Sheet Highlights and Other Selected Ratios			34
3			Summarized Average Balances and Net Interest Income			37
4			Noninterest Income			38
5			Noninterest Expense			39
6			Provision for (Recapture of) Credit Losses			39
7			Summarized Balance Sheet Data			40
8			Loans			41
9			Investment Securities			41
10			Weighted-Average Expected Maturities of Mortgage and Asset-Backed Debt Securities			42
11			Details of Funding Sources			42
12			Retail Banking Table			44
13			Corporate & Institutional Banking Table			46
14			Asset Management Group Table			49
15			Details of Loans			54
16			Commercial and Industrial Loans by Industry			55
17			Commercial Real Estate Loans by Geography and Property Type			56
18			Residential Real Estate Loan Statistics			57
19			Home Equity Loan Statistics			58
20			Nonperforming Assets by Type			59
21			Change in Nonperforming Assets			59
22			Accruing Loans Past Due			60
23			Selected Loan Maturities and Interest Sensitivity			60
24			Allowance for Credit Losses by Loan Class			62
25			Loan Charge-Offs and Recoveries			63
26			Senior and Subordinated Debt			64
27			Primary Contingent Liquidity Sources			65
28			PNC Bank Notes Issued			65
29			Parent Company Notes Issued			66
30			Parent Company Notes Redeemed			67
31			Credit Ratings and Outlook			67
32			Basel III Capital			68
33			Net Interest Income Sensitivity Analysis			69
34			Economic Value of Equity Sensitivity Analysis			70
35			Equity Investments Summary			71
36			Average Consolidated Balance Sheet and Net Interest Analysis			74
37			Analysis of Year-to-Year Changes in Net Interest Income			75
38			Reconciliation of Taxable-Equivalent Net Interest Income (non-GAAP)			76
39			Reconciliation of Tangible Book Value Per Common Share (non-GAAP)			76
40			Key Macroeconomic Variables in CECL Weighted-Average Scenarios			77

THE PNC FINANCIAL SERVICES GROUP, INC.

Cross-Reference Index to 2025 Form 10-K (continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS TABLE REFERENCE

Table			Description			Page
41			Investment Securities Summary			106
42			Gross Unrealized Loss and Fair Value of Securities Available-for-Sale Without an Allowance for Credit Losses			107
43			Gains (Losses) on Sales of Securities Available-for-Sale			107
44			Contractual Maturity of Debt Securities			108
45			Fair Value of Securities Pledged and Accepted as Collateral			108
46			Analysis of Loan Portfolio			110
47			Nonperforming Assets			111
48			Commercial Credit Quality Indicators			113
49			Credit Quality Indicators for Residential Real Estate and Home Equity Loan Classes			115
50			Credit Quality Indicators for Automobile, Credit Card, Education and Other Consumer Loan Classes			117
51			Commercial FDMs			119
52			Financial Effect of Commercial FDMs			119
53			Delinquency Status of FDMs			120
54			Consumer FDMs			120
55			Rollforward of Allowance for Credit Losses			121
56			Loan Sale and Servicing Activities			122
57			Principal Balance, Delinquent Loans and Net Charge-offs Related to Serviced Loans For Others			123
58			Non-Consolidated VIEs			123
59			Goodwill by Business Segment			124
60			Commercial Mortgage Servicing Rights			125
61			Residential Mortgage Servicing Rights			126
62			Commercial Mortgage Servicing Rights – Key Valuation Assumptions			126
63			Residential Mortgage Servicing Rights – Key Valuation Assumptions			127
64			Lessor Income			127
65			Sales-Type and Direct Financing Leases			127
66			Future Minimum Lessor Receivable Arrangements			128
67			Operating Lease Costs and Cash Flows			128
68			Operating Lease Assets and Liabilities			128
69			Operating Lease Term and Discount Rates of Lessee Arrangements			128
70			Future Lease Payments for Operating Lease Liability Arrangements			129
71			Premises, Equipment and Leasehold Improvements			129
72			Depreciation and Amortization Expense			129
73			Time Deposits			129
74			Borrowed Funds			130
75			FHLB Advances, Senior Debt and Subordinated Debt			130
76			Commitments to Extend Credit and Other Commitments			131
77			Preferred Stock - Authorized, Issued and Outstanding			132
78			Terms of Outstanding Preferred Stock			133

THE PNC FINANCIAL SERVICES GROUP, INC.

Cross-Reference Index to 2025 Form 10-K (continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS TABLE REFERENCE (Continued)

Table			Description			Page
79			Dividends Per Share			133
80			Other Comprehensive Income (Loss)			134
81			Accumulated Other Comprehensive Income (Loss) Components			134
82			Basic and Diluted Earnings Per Common Share			135
83			Fair Value Measurements – Recurring Basis Summary			139
84			Reconciliation of Level 3 Assets and Liabilities			140
85			Fair Value Measurements – Recurring Quantitative Information			142
86			Fair Value Measurements – Nonrecurring			143
87			Fair Value Option – Fair Value and Principal Balances			144
88			Fair Value Option – Changes in Fair Value Included in Earnings			144
89			Additional Fair Value Information Related to Other Financial Instruments			146
90			Total Gross Derivatives			147
91			Gains (Losses) Recognized on Fair Value and Cash Flow Hedges in the Consolidated Income Statement			149
92			Hedged Items - Fair Value Hedges			149
93			Risk Participation Agreements			150
94			Gains (Losses) on Derivatives Not Designated for Hedging			151
95			Derivative Assets and Liabilities Offsetting			152
96			Credit-Risk Contingent Features			153
97			Reconciliation of Changes in Projected Benefit Obligation and Change in Plan Assets			154
98			Asset Strategy Allocations			155
99			Pension Plan Valuation Methodologies			156
100			Pension Plan Assets - Fair Value Hierarchy			156
101			Estimated Cash Flows			157
102			Components of Net Periodic Benefit Cost			157
103			Net Periodic Costs - Assumptions			158
104			Other Pension Assumptions			158
105			Nonvested Performance Share Unit Awards and Restricted Share Unit Awards - Rollforward			159
106			Components of Income Tax Expense			160
107			Deferred Tax Assets and Liabilities			161
108			Reconciliation of Statutory and Effective Tax Rates			161
109			Net Operating Loss Carryforwards			161
110			Change in Unrecognized Tax Benefits			162
111			IRS Tax Examination Status			162
112			Income Taxes Paid, Net of Refunds			163
113			Basel Regulatory Capital			164
114			Parent Company - Income Statement			169
115			Parent Company - Balance Sheet			170
116			Parent Company - Interest Paid and Income Tax Refunds (Payments)			170
117			Parent Company - Statement of Cash Flows			171
118			Business Segment Results			173
119			Reconciliation of Business Segment Results to Consolidated			174
120			Noninterest Income by Business Segment and Reconciliation to Consolidated Noninterest Income			175

PART I

Forward-Looking Statements: From time to time, The PNC Financial Services Group, Inc. has made and may continue to make written or oral forward-looking statements regarding our outlook for financial performance, such as earnings, revenues, expenses, tax rates, capital and liquidity levels and ratios, asset levels, asset quality, financial position and other matters regarding or affecting us and our future business and operations or the impact of legal, regulatory or supervisory matters on our business operations or performance, including our sustainability strategy. This Annual Report on Form 10-K (the “Report” or “Form 10-K”) includes such forward-looking statements. With respect to all such forward-looking statements, you should review our Risk Factors discussion in Item 1A, our Risk Management, Critical Accounting Estimates and Judgments, and Cautionary Statement Regarding Forward-Looking Information sections included in Item 7, and Note 20 Legal Proceedings. In this Report, “PNC,” “we,” “us,” “the Company” or “the Corporation” refers to The PNC Financial Services Group, Inc. and its subsidiaries on a consolidated basis (except when referring to PNC as a public company, its common stock or other securities issued by PNC, which just refer to The PNC Financial Services Group, Inc.). References to The PNC Financial Services Group, Inc. or to any of its subsidiaries are specifically made where applicable.

See page 180 for a glossary of certain terms and acronyms used in this Report.