PNC Financial Services Group (PNC) 10-K risk factor changes: FY2025 vs FY2024

In addition, adverse economic conditions may limit the availability of, or increase the costs of, capital and labor, erode [removed: consumer and] customer purchasing power, confidence and spending and may also reduce our tolerance for extending credit.

We operate in an uncertain economic environment due to sustained inflationary pressures, including higher prices and lower housing affordability, and [removed: structural and secular changes arising from the pandemic for certain sectors of the economy] [added: fluctuating trade policies (including tariffs),] combined with geopolitical tensions.

Any of these effects would likely have an adverse impact on our operations and financial performance, with the significance of the impact generally [removed: depending on the nature and severity of the adverse economic conditions.]

This can be especially true when the factors relate to particular segments of the economy and impact our customers whose operations or financial conditions [removed: are] directly or indirectly [removed: dependent] [added: depend] on good or stable conditions in those segments.

[removed: This,] [added: For example, underutilization of commercial real estate space,] combined with higher interest rates, [removed: likely decreases demand for financial services in that sector] [added: has harmed some customers’ creditworthiness] and [removed: may make it more difficult for borrowers] [added: ability] to refinance maturing loans, [removed: contributes to decreased property values] and [removed: harms] [added: decreased] the [removed: creditworthiness of some of our office commercial real estate customers, as well as businesses whose customers have historically been office workers.][added: demand for financial services in that sector.]

We are, however, susceptible to the risk that foreign economic [removed: conditions] [added: conditions, trade policies (including tariffs)] and geopolitical tensions could negatively affect our business and financial performance.

Primarily, this risk results from the possibility that poor economic conditions or financial market disruptions affecting other major economies would also affect the U.S. [removed: Throughout the remainder of this Risk Factors section, we address specific ways in which economic issues could create risk for us and result in adverse impacts on our business and financial performance.]

[removed: The election of a new President together with changes in the membership of Congress, including change in control of] [added: Congress and] the [removed: Senate, will likely lead] [added: current presidential administration have introduced and may continue] to [added: introduce] changes in the laws or policies applicable to us and the agencies that regulate us, including their interpretations of rules and guidelines.

These changes may subject financial institutions like us to changes in regulation, supervision and enforcement that are difficult to predict and uncertain for a period of time and may create the possibility of significant impacts on business activity in the U.S. and [removed: globally, including impacts relating to the trade policies (including tariffs) of the U.S. or other countries.][added: globally.]

Further, some of the [removed: laws and] regulations finalized in the prior administration that are applicable to financial institutions [added: were modified, rescinded or withdrawn or] are subject to [removed: ongoing litigation] [added: reevaluation,] creating further uncertainty.

Concern regarding high and rising federal debt levels and federal budgetary matters (including the debt [removed: ceiling)] [added: ceiling), or prolonged stalemates leading to total or partial government shutdowns,] also can [removed: have adverse economic consequences and] create the risk of economic instability or market volatility, with potential adverse consequences to our business and financial performance.

These policies, including any resulting changes in economic conditions or in investor [removed: sentiment or perceptions,] [added: sentiment,] can thus affect the activities and results of operations of financial services companies such as PNC.

The actions of the Federal Reserve influence the rates of interest that we charge on loans and [removed: that we] pay on borrowings and interest-bearing deposits.

[removed: Although we] [added: We cannot control and] may not accurately predict the nature or timing of future changes in monetary policies or the precise effects that they may have on our activities and financial [removed: results, we anticipate that the FOMC will cut the federal funds rate 25 basis points twice in 2025, once in May and once in July.][added: outlook or results.]

The PNC Financial Services Group, Inc. is a BHC and [removed: a financial holding company,] [added: an FHC,] with the Federal Reserve as its primary regulator.

We are also subject to the jurisdiction of criminal and civil [removed: enforcement authorities.]

[removed: These laws, regulations and supervisory activities] [added: As a result, we] are [added: subject to numerous laws and regulations] intended to promote the safety and soundness of financial institutions, [added: the stability of the U.S. banking and] financial [removed: market stability,] [added: system (including protection of] the [added: DIF)), the] transparency and liquidity of financial markets, [added: and] consumer protection [removed: and to prevent money laundering and terrorist financing and] [added: that] are not primarily [added: intended to protect PNC security holders.]

[removed: 16] [added: 12] The PNC Financial Services Group, Inc. – [removed: *2024] [added: *2025] Form 10-K*

[removed: In addition to regulation in the U.S., we] [added: We] are also subject to foreign regulation to a limited extent as a result of our business activities outside the U.S.

We also are subject to laws and regulations designed to combat money [removed: laundering,] [added: laundering and] terrorist financing, and [added: restrict] transactions with persons, companies or foreign governments designated by U.S. authorities.

Over time, the scope of the laws and regulations affecting our businesses, as well as the number of requirements or limitations imposed by legislative or regulatory actions, has increased, and we expect to continue to face substantial regulatory oversight and new or revised regulatory requirements or [removed: initiatives, including those related to requirements for the orderly resolution of financial institutions.][added: initiatives.]

Different approaches to regulation by different jurisdictions, including potentially conflicting [removed: state-level regulation,] [added: federal and state regulations or state level regulations where we operate,] could materially increase our compliance costs or risks of non-compliance.

In particular, the financial services industry continues to face heightened scrutiny, including with respect to BSA/AML, know-your-customer and export and sanctions compliance requirements, consumer compliance and protection [removed: matters (such as with respect to overdraft and other fees),] [added: matters,] and capital, liquidity and resolution [removed: planning in response to systemic events in the banking industry.][added: planning.]

Although the [removed: new] presidential administration has indicated an intent to pursue the regulation of the financial services industry differently than was the case under the previous administration, there is [removed: significant] uncertainty regarding the direction this administration will [added: continue to] take and its ability to implement its policies and objectives, as well as the ultimate impact on potential new regulatory initiatives and the enforcement of existing laws and regulations.

Federal [removed: law grants] [added: banking regulators possess] substantial supervisory and enforcement powers [removed: to federal banking regulators,] and [removed: they] have assumed an active oversight, examination and enforcement role across the financial services industry.

See the immediately following Risk Factor for a discussion of risks associated with capital and liquidity [removed: regulation.][added: regulation and the Supervision and Regulation section in Item 1 of this Report and Note 19 Regulatory Matters for more information concerning the regulation of PNC.]

For example, PNC’s ability to pay or increase dividends or otherwise return capital to shareholders is subject to PNC’s compliance with its SCB, which is determined [removed: at least annually] through the Federal Reserve’s CCAR process.

Many of our subsidiaries are subject to laws that restrict dividend payments or authorize regulatory bodies to prohibit [added: or limit dividends to PNC.]

Regulatory capital and liquidity requirements are subject to [removed: regular] review and revision by the Basel Committee and the U.S. banking agencies.

[removed: The regulatory capital and liquidity frameworks, as well as certain other prudential requirements and standards that are applicable to PNC, including related proposed rules, are] [added: More information is] discussed in the Supervision and Regulation section in Item 1 of this Report and the Liquidity and Capital Management portion of the Risk Management section in Item 7 of this Report.

Our liquidity could be impaired as a result of unanticipated outflows of cash or collateral, unexpected loss of consumer deposits or higher than anticipated draws on lending-related commitments, an inability to sell assets (or to sell assets at favorable times or prices), a default by a [removed: counterparty or other market participant,] [added: counterparty,] our inability to access other sources of liquidity, including from sources that have historically been available or through the capital markets due to unforeseen market dislocations or interruptions, or a lack of market or customer confidence in PNC or financial institutions in general.

Many of the above conditions and factors may be caused by events [removed: over] [added: for] which we have little or no control.

The increased speed with which information is disseminated, through [removed: official] [added: traditional] or social media, could increase the speed or severity of liquidity pressures caused by, for example, negative news about PNC’s or other financial institutions’ [added: actual or alleged] financial prospects or safety and soundness.

Reductions in one or more of our credit ratings could adversely affect our ability to borrow funds, increase our cost of capital and limit the number of investors or counterparties willing to do business with [removed: or lend to] us.

Privacy and [removed: consumer] [added: personal] data rights initiatives have imposed and will continue to impose additional operational burdens on PNC, and they may limit our ability to pursue desirable business initiatives and increase the risks associated with any future [removed: use] [added: gathering, maintenance, use, transmission and other processing] of personal [removed: data.][added: information.]

[removed: Over time, there has been an increase in legislative] [added: Legislative] and regulatory efforts to protect the privacy and enhance the portability of personal [removed: data.][added: data have evolved over time.]

These initiatives, among other things, limit how companies can [removed: use] [added: gather, maintain, use, transmit and otherwise process] personal data and impose obligations on companies in their management of such data, including requiring companies like PNC to make available to consumers and authorized third parties certain data relating to transactions and accounts and establishing obligations for accessing such data.

Financial services companies such as PNC necessarily gather, [removed: maintain] [added: maintain, use, transmit] and [removed: use] [added: otherwise process] a significant amount of personal data.

[removed: We] [added: Also, we] are, or may become, subject to [removed: regularly] evolving and developing data privacy and security laws and regulations in other jurisdictions, including foreign jurisdictions even where our presence in such jurisdictions is minimal.

Such legal [added: and regulatory] requirements also could heighten the reputational impact of [added: actual or] perceived misuses of personal data by us, our vendors or others who gain unauthorized access to our personal data.

depending on the nature and severity of the adverse economic conditions.

enforcement authorities.

It is possible the expected changes in regulation do not occur or are reversed by a subsequent administration, or the regulatory measures that are ultimately enacted deliver significant competitive advantages to financial services that are structured differently or serve different markets than PNC.

Among the impacts to PNC could be a drop in demand for our products and services, particularly in certain sectors if our products or services do

We have been and may continue to be subject to conflicting pressure from stakeholders and activists regarding how or when we take climate-related risks and impacts into account in our business practices or risk management.

Further, there is ongoing scrutiny of climate-related policies, goals, including our use of and ability to achieve them, and disclosures, as well as conflicting pressure regarding the way in which climate may or should be considered by the financial sector, which could result in additional costs, reputational harm as a result of public sentiment, litigation and regulatory scrutiny (including from U.S. federal and state governments, policymakers and regulators), litigation and reduced investor and stakeholder confidence.

Our third-party licensors may also have the right to terminate the license, which may cause us to lose valuable rights, and could disrupt our operations.

Protections offered by those from whom we license technology against these risks may be inadequate to cover any losses in full, and the measures we take to obtain, enforce and defend our intellectual property rights may not be successful in every jurisdiction or prevent infringement, misappropriation or other violation of our intellectual property rights.

In certain situations, we may be compelled to engage in intellectual property-related litigation to enforce or defend our intellectual property rights, which may incur significant expenses and may be perceived negatively by customers or industry peers.

Any delays in receiving timely information from impacted companies upon whom we rely can affect our ability to detect, mitigate and remediate any failures or interruptions, including our ability to fully meet applicable disclosure requirements for a given incident.

We may also be held responsible for failures and interruptions, including our ability to fully meet applicable disclosure requirements for a given incident.

We may also be held responsible for failures and interruptions attributed to such other companies upon whom we rely as they relate to the information we share with them.

We also face a risk that such other companies may be unable or unwilling to continue to provide products or services to meet our current or future needs, including in an efficient, cost-effective or favorable manner.

Any transition to alternative products or services may be difficult to implement, may cause us to incur significant time and expense and may disrupt or degrade our ability to deliver our products and services.

The consequences include our ability to use our accounting, deposit, loan, payment and other systems, errors in transactions or impaired system functionality with customers, vendors or other parties, damage to our reputation or a loss of customer business (which could occur even if the negative impact on customers was de minimis) and litigation or additional regulatory scrutiny relating to such events (which in turn could lead to liability or other sanctions, including fines and penalties or reimbursement of adversely affected customers).

In order to address ongoing and future risks, we may need to expend significant resources to support protective security measures and investigate, mitigate and remediate any vulnerabilities of our technology.

Such confidential, proprietary, sensitive and personal information includes information sufficient

The modernization of the payment systems, including near real-time movement solutions, increases the complexity of preventing and detecting these attacks and recovering fraudulent transactions.

In some instances, third-party data aggregators are used by the financial application to access customers’ accounts and obtain the customers’ data and may be obtaining secure banking credentials or account-identifying information from our customers which has the potential to facilitate fraud if it is not properly protected.

public disclosure of confidential information.

Cyber attacks and breaches often are not recognized until launched against a target and may go undetected for a period of time (or remain undetected), with the adverse consequences likely greater the longer it takes to discover the problem.

While we maintain insurance coverage that may cover certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or any losses at all, and there can be no guarantee that our insurer will not deny coverage to any particular claim in the future or that such insurance will continue to be available on commercially reasonable terms or at all.

We may be unable to implement adequate preventive or mitigating measures to address failures, interruptions and security breaches in advance.

Cyber attacks and breaches often are not recognized until launched against a target and may go undetected for a period of time,

See Item 1C Cybersecurity of this Report for more information on our cybersecurity risk management program.

materially affect our financial statements.

Moreover, our use of AI/machine learning algorithms is subject to a variety of existing laws and regulations, including intellectual property, privacy (including with respect to automated decision making), consumer protection and federal equal opportunity laws and regulations, and additional new laws and regulations, and new applications or interpretations of existing laws and regulations, related to AI/machine learning algorithms may impact our ability to develop, use and commercialize AI/machine learning algorithms.

We use third parties to help in many aspects of

New technologies have required and could require us to spend more to modify or adapt our products and services to attract and retain customers or to match products and services offered by competitors, including fintech companies.

Any such impact could, in turn, reduce PNC’s revenues.

Our performance and competitive position depend on our ability to attract, develop and retain high-performing employees.

Limitations on the way regulated

Although

There can be no assurance that PNC’s resiliency planning will fully mitigate all potential resiliency risks to PNC, its customers, and third parties with which it does business, or that its resiliency planning will be adequate to address the effects of simultaneous occurrences of multiple or extended events.

For example, given the fundamental change in office demand driven by the acceptance of remote work, commercial real estate space remains underutilized.

As a result, we are subject to numerous laws and regulations, with multiple regulators or agencies having supervisory or enforcement oversight over aspects of our business activities.

intended to protect PNC security holders.

In addition, heightened standards under proposed and recently finalized rules, such as those implementing the Community Reinvestment Act, may result in increased obligations and compliance costs, and may factor into our ability to expand and engage in new actions.

A failure to comply, or to have adequate policies and procedures designed to comply, with regulatory requirements and expectations exposes us to the risk of damages, fines and regulatory penalties and other regulatory or enforcement actions or consequences, such as limitations on activities otherwise permissible for us or additional requirements for engaging in new activities and could also injure our reputation with customers and others with whom we do business.

Also see the Supervision and Regulation section in Item 1 of this Report and Note 19 Regulatory Matters for more information concerning the regulation of PNC, including those areas that have been receiving a high level of regulatory focus.

These regulatory capital and liquidity requirements are typically developed at an international level by the Basel Committee and then applied, with adjustments, in each country by the appropriate domestic regulatory bodies.

Domestic regulatory agencies can apply stricter capital and liquidity standards than those developed by the Basel Committee.

In several instances, the U.S. banking agencies have done so with respect to U.S. banking organizations.

or limit dividends to PNC.

Changed consumer and business behavior because of climate change concerns creates transition risk for PNC arising from the process of adjusting to these concerns.

In addition, we could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans.

We are currently subject to climate-related regulatory expectations and could be subject to additional regulatory restrictions or costs associated with providing products or services to certain companies or sectors.

Our efforts to take these risks into account in making lending and other decisions may not be effective in protecting us from the negative impact of any new laws and regulations or any changes in consumer or business behavior, including those resulting from activist pressure.

We have been and may continue to be subject to conflicting pressure from individuals, groups and governmental entities to cease doing business, or to maintain business, with certain companies or sectors, in particular those involved with fossil fuels, because of concerns related to climate change.

Further, there is increased scrutiny of climate change-related policies, goals and disclosures, including with regard to inaccurate or misleading statements regarding these practices (often referred to as “greenwashing”), which could result in litigation and regulatory investigations and actions.

Our stakeholders may disagree with these policies and goals or, conversely, believe that these policies and goals are, and our related progress in accomplishing such goals and implementing such policies is, insufficient.

This may lead to a decrease in demand for our products and services or damage to our reputation.

We may also incur additional costs and require additional resources as we evolve our strategy, practices and related disclosures with respect to these matters.

In addition, there are and will continue to be challenges related to capturing, verifying, analyzing and disclosing climate-related data that is subject to measurement uncertainties.

In many cases, the effective use of technology increases efficiency and enables financial institutions to better serve customers.

A failure to maintain or enhance our competitive position with

Protections offered by those from whom we license technology against these risks may be inadequate to cover any losses in full.

The consequences of failures to operate systems properly can result in disruptions to our critical business operations, including our ability to use our accounting, deposit, loan, payment and other systems.

Such events could also cause errors in transactions or impair system functionality with customers, vendors or other parties.

Possible adverse consequences also include damage to our reputation or a loss of customer business, which could occur even if the negative impact on customers was de minimis.

We also could face litigation or additional regulatory scrutiny relating to such events.

This in turn could lead to liability or other sanctions, including fines and penalties or reimbursement of adversely affected customers.

Also, system problems, including those resulting from third-party attacks, whether at PNC or at our competitors, may broadly increase legislative, regulatory and customer concerns regarding the functioning, safety and security of such systems.

Some financial applications ask users to provide their secure banking log-in information, credentials or other account-identifying information so the applications can link to users’ accounts at financial institutions.

Companies offering these applications frequently use third-party data aggregators, which are behind-the-scenes technology companies that serve as data-gathering service providers, to deliver customer financial data that is then used by the financial applications.

To do this, data aggregators may be obtaining customers’ log-in information, credentials or other account-identifying information, which allow the aggregators to access the customers’ account information and “scrape” or obtain the customers’ data, often on a daily or even more frequent basis.

That same information has the potential to facilitate fraud if it is not properly protected.

Moreover, to the extent

In addition, due to the number of employees who work remotely, the opportunity for insiders to grant access to third parties or to disclose confidential information of PNC or its customers has increased.

While we maintain insurance coverage that may cover certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses.

Methods used by others to attack information systems change frequently (with generally increasing sophistication).

A new method of attack often is not recognized until launched against a target.

occurs, with novel or unusual events posing a greater risk, and our ability to identify and quickly resolve vulnerabilities in our information systems and those of third parties upon which we rely.

As described elsewhere in these Risk Factors, the fundamental shift in office demand combined with higher interest rates contributes to decreased property values and harms the creditworthiness of some of our office commercial real estate customers.

[removed: 36] [added: 32] The PNC Financial Services Group, Inc. – [removed: *2024] [added: *2025] Form 10-K*

In November 2023, the FDIC approved a final rule to implement a special assessment to recover the loss to the [removed: Deposit Insurance Fund] [added: DIF] associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature [removed: Bank.][added: Bank, subject to periodic adjustments based on the estimated total loss amount.]

The following tables include selected financial data which should be reviewed in conjunction with the Consolidated Financial Statements and Notes included in Item 8 of this Report as well as the other disclosures in this Report concerning our historical financial performance, our future prospects and the risks associated with our business and financial [removed: performance.][added: performance:]

| Dollars in millions, except per share data | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | |

| Net interest income | | | $ | [removed: 13,499] [added: 14,410] | | | | | $ | [removed: 13,916] [added: 13,499] | | | | | $ | [removed: 13,014] [added: 13,916] | | | | | | | | | | | | | | | | |

| Noninterest income | | | [removed: 8,056] [added: 8,689] | | | | | | [removed: 7,574] [added: 8,056] | | | | | | [removed: 8,106] [added: 7,574] | | | | | | | | | | | | | | | | | |

| Total revenue | | | [removed: 21,555] [added: 23,099] | | | | | | [removed: 21,490] [added: 21,555] | | | | | | [removed: 21,120] [added: 21,490] | | | | | | | | | | | | | | | | | |

| Provision for credit losses | | | [removed: 789] [added: 779] | | | | | | [removed: 742] [added: 789] | | | | | | [removed: 477] [added: 742] | | | | | | | | | | | | | | | | | |

| Noninterest expense | | | [removed: 13,524] [added: 13,834] | | | | | | [removed: 14,012] [added: 13,524] | | | | | | [removed: 13,170] [added: 14,012] | | | | | | | | | | | | | | | | | |

| Income before income taxes and noncontrolling interests | | | [removed: 7,242] [added: 8,486] | | | | | | [removed: 6,736] [added: 7,242] | | | | | | [removed: 7,473] [added: 6,736] | | | | | | | | | | | | | | | | | |

| Income taxes | | | [removed: 1,289] [added: 1,489] | | | | | | [removed: 1,089] [added: 1,289] | | | | | | [removed: 1,360] [added: 1,089] | | | | | | | | | | | | | | | | | |

| Net income | | | $ | [removed: 5,953] [added: 6,997] | | | | | $ | [removed: 5,647] [added: 5,953] | | | | | $ | [removed: 6,113] [added: 5,647] | | | | | | | | | | | | | | | | |

| Net income attributable to common shareholders | | | $ | [removed: 5,529] [added: 6,619] | | | | | $ | [removed: 5,153] [added: 5,529] | | | | | $ | [removed: 5,735] [added: 5,153] | | | | | | | | | | | | | | | | |

| Diluted earnings | | | $ | [removed: 13.74] [added: 16.59] | | | | | $ | [removed: 12.79] [added: 13.74] | | | | | $ | [removed: 13.85] [added: 12.79] | | | | | | | | | | | | | | | | |

| Book value per common share | | | $ | [removed: 122.94] [added: 140.44] | | | | | $ | [removed: 112.72] [added: 122.94] | | | | | $ | [removed: 99.93] [added: 112.72] | | | | | | | | | | | | | | | | |

| Tangible book value per common share (non-GAAP) (a) | | | $ | [removed: 95.33] [added: 112.51] | | | | | $ | [removed: 85.08] [added: 95.33] | | | | | $ | [removed: 72.12] [added: 85.08] | | | | | | | | | | | | | | | | |

| Net interest margin (non-GAAP) (b) | | | [removed: 2.66] [added: 2.83] | | % | | | | [removed: 2.76] [added: 2.66] | | % | | | | [removed: 2.65] [added: 2.76] | | % | | | | | | | | | | | | | | | |

| Noninterest income to total revenue | | | [removed: 37] [added: 38] | | % | | | | [removed: 35] [added: 37] | | % | | | | [removed: 38] [added: 35] | | % | | | | | | | | | | | | | | | |

| Efficiency | | | [removed: 63] [added: 60] | | % | | | | [removed: 65] [added: 63] | | % | | | | [removed: 62] [added: 65] | | % | | | | | | | | | | | | | | | |

| Average common shareholders’ equity | | | [removed: 11.92] [added: 12.90] | | % | | | | [removed: 12.35] [added: 11.92] | | % | | | | [removed: 13.52] [added: 12.35] | | % | | | | | | | | | | | | | | | |

| Average assets | | | [removed: 1.05] [added: 1.24] | | % | | | | [removed: 1.01] [added: 1.05] | | % | | | | [removed: 1.11] [added: 1.01] | | % | | | | | | | | | | | | | | | |

| Dollars in millions, except as noted | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | | | |

| Assets | | | $ | [removed: 560,038] [added: 573,572] | | | | | $ | [removed: 561,580] [added: 560,038] | | | | | | | | | | | | | | | | | | | |

| Loans | | | $ | [removed: 316,467] [added: 331,481] | | | | | $ | [removed: 321,508] [added: 316,467] | | | | | | | | | | | | | | | | | | | |

| Allowance for loan and lease losses | | | $ | [removed: 4,486] [added: 4,410] | | | | | $ | [removed: 4,791] [added: 4,486] | | | | | | | | | | | | | | | | | | | |

| Interest-earning deposits with banks | | | $ | [removed: 39,347] [added: 32,936] | | | | | $ | [removed: 43,804] [added: 39,347] | | | | | | | | | | | | | | | | | | | |

| Investment securities | | | $ | [removed: 139,732] [added: 138,240] | | | | | $ | [removed: 132,569] [added: 139,732] | | | | | | | | | | | | | | | | | | | |

| Total deposits | | | $ | [removed: 426,738] [added: 440,866] | | | | | $ | [removed: 421,418] [added: 426,738] | | | | | | | | | | | | | | | | | | | |

| Borrowed funds | | | $ | [removed: 61,673] [added: 57,101] | | | | | $ | [removed: 72,737] [added: 61,673] | | | | | | | | | | | | | | | | | | | |

| Total shareholders’ equity | | | $ | [removed: 54,425] [added: 60,585] | | | | | $ | [removed: 51,105] [added: 54,425] | | | | | | | | | | | | | | | | | | | |

| Common shareholders’ equity | | | $ | [removed: 48,676] [added: 54,828] | | | | | $ | [removed: 44,864] [added: 48,676] | | | | | [added: $] | [added: 44,864] | | | | | | | | | | | | | | [added: | | |]

| Common equity [removed: Tier] [added: tier] 1 [added: (a)] | | | [removed: 10.5] [added: 10.6] | | % | | | | [removed: 9.9] [added: 10.5] | | % | | | | | | | | | | | | | | | | | | |

| Dividend payout | | | [removed: 45.9] [added: 39.8] | | % | | | | [removed: 47.8] [added: 45.9] | | % | | | | | | | | | | | | | | | | | | |

| Loans to deposits | | | [removed: 74] [added: 75] | | % | | | | [removed: 76] [added: 74] | | % | | | | | | | | | | | | | | | | | | |

| Common shareholders’ equity to total assets | | | [removed: 8.7] [added: 9.6] | | % | | | | [removed: 8.0] [added: 8.7] | | % | | | | | | | | | | | | | | | | | | |

| Average common shareholders’ equity to average assets | | | [removed: 8.2] [added: 9.1] | | % | | | | [removed: 7.5] [added: 8.2] | | % | | | | | | | | | | | | | | | | | | |

[removed: 38] [added: 34] The PNC Financial Services Group, Inc. – [removed: *2024] [added: *2025] Form 10-K*

Net income for [removed: 2024] [added: 2025] was [removed: $6.0] [added: $7.0] billion or [removed: $13.74] [added: $16.59] per diluted common share, an increase of [removed: $0.4] [added: $1.0] billion, or [removed: 5%,] [added: 18%,] compared to net income of [removed: $5.6] [added: $6.0] billion, or [removed: $12.79] [added: $13.74] per diluted common share, for [removed: 2023.][added: 2024.]

The increase was primarily due to [removed: lower noninterest expense and] higher [added: net interest income and] noninterest income, partially offset by [removed: lower net interest income.][added: higher noninterest expense.]

- Net interest margin [removed: decreased] [added: increased] to [removed: 2.66%] [added: 2.83%] for [removed: 2024] [added: 2025] compared to [removed: 2.76%] [added: 2.66%] for [removed: 2023.][added: 2024.]

In December 2025, the FDIC adopted an interim final rule allowing for potential offsets to assessments if the amount collected exceeds losses to the DIF.

Based on these rules, PNC incurred pre-tax expenses of $515 million in 2023 and $112 million in 2024.

Additionally, in 2025, PNC benefited from changes in the FDIC's expected losses which led to an accrual release of $60 million in the fourth quarter and $48 million in the third quarter, resulting in a $108 million accrual release for the full year.

For additional information about the impact of the FDIC’s special assessment, see the Supervision and Regulation section in Item 1 Business.

Acquisition of FirstBank Holding Company

On January 5, 2026, PNC completed its acquisition of FirstBank Holding Company, including its banking subsidiary, FirstBank.

As of close, FirstBank had $26.4 billion of assets, $16.0 billion of loans and $23.1 billion of deposits.

Effective January 5, 2026, FirstBank’s financial results are included in PNC’s consolidated operations and will be reported in PNC’s first quarter 2026 results.

Conversion of FirstBank customers to PNC Bank is expected to occur this summer.

Until conversion, FirstBank will remain a separate bank subsidiary of PNC.

See Note 24 Subsequent Events for additional details on the acquisition of FirstBank.

- Total revenue increased $1.5 billion, or 7%, to $23.1 billion.

- Net interest income increased $0.9 billion, or 7%, to $14.4 billion and reflected lower funding costs, the continued benefit of fixed rate asset repricing and loan growth.

- Noninterest expense increased $310 million, or 2%, to $13.8 billion compared to 2024 driven by higher personnel costs, including higher variable compensation associated with increased business activity.

These increases were partially offset by a decrease to other noninterest expense, primarily due to lower FDIC assessment expenses.

- Total commercial loans increased $16.3 billion, or 8%, to $232.5 billion, driven by growth in the commercial and industrial portfolio, reflecting new production, partially offset by lower commercial real estate loans.

- Total consumer loans decreased $1.3 billion, or 1%, to $99.0 billion, primarily due to lower residential real estate loans as paydowns outpaced originations, partially offset by growth in the auto loan portfolio.

The increase in interest-bearing deposits was due to higher commercial and consumer deposits, partially offset by lower brokered time deposits.

- Overall loan delinquencies increased $61 million, or 4%, to $1.4 billion, as a result of higher commercial loan delinquencies, partially offset by lower consumer loan delinquencies.

- Nonperforming assets of $2.4 billion were stable.

Tariffs remain a drag on consumer spending and business investment, while AI-related capex and wealth effects have been key supports to growth.

Consumer spending growth is slowing to a pace more consistent with household income growth.

The One Big Beautiful Bill will be a net positive for economic growth in 2026.

- The baseline forecast anticipates real GDP growth slowing to around 2% in 2026, with continued modest job gains and the unemployment rate at around 4.5%.

Tariffs remain a risk to the outlook, and a reversal in sentiment around AI or a large decline in equity prices would be drags.

Weaker labor force growth could lead to weaker long-run growth.

- Our baseline forecast is for the Federal Reserve to keep the federal funds rate unchanged in the first half of this year, in a range between 3.50% and 3.75%.

We expect modest additional easing in the second half of the year with 25 basis points cuts at the FOMC meetings in July and September 2026, resulting in a federal funds rate in the range of 3.00% to 3.25% by the fall.

However, there are two-sided risks to this outlook: (1) if inflation re-accelerates or proves more persistent than expected, the Federal Reserve may cut less or (2) if growth falters or recession emerges, easing could be deeper and more prolonged.

- Noninterest expense, excluding one-time integration costs, to be up approximately 7%, and

- Noninterest expense, excluding one-time integrations costs, to be up approximately 4%,

- Average diluted shares to be approximately 406 million.

We expect to incur non-recurring merger and integration costs of approximately $325 million, the majority of which we expect to be recognized in the first half of 2026.

| Investment securities | | | $ | 142,697 | | 3.29 | | % | $ | 4,694 | | | | | $ | 140,742 | | 2.94 | | % | $ | 4,144 | |

| Loans | | | 323,381 | | | 5.74 | | % | 18,569 | | | | | | 319,794 | | | 6.08 | | % | 19,456 | | |

| Other | | | 13,245 | | | 5.45 | | % | 722 | | | | | | 9,135 | | | 6.70 | | % | 612 | | |

| Interest-bearing deposits | | | $ | 335,529 | | 2.23 | | % | 7,497 | | | | | | $ | 324,435 | | 2.59 | | % | 8,401 | | |

| Borrowed funds | | | 64,101 | | | 5.30 | | % | 3,400 | | | | | | 74,061 | | | 6.05 | | % | 4,484 | | |

| Interest rate spread | | | | | | 2.23 | | % | | | | | | | | | | 1.94 | | % | | | |

| Impact of noninterest-bearing sources | | | | | | 0.60 | | | | | | | | | | | | 0.72 | | | | | |

- The effect of climate change on our business and performance, including indirectly through impacts on our customers,

Signature Bank Portfolio Acquisition

On October 2, 2023, PNC acquired a portfolio of capital commitments facilities from Signature Bridge Bank, N.A. through an agreement with the FDIC as receiver of the former Signature Bank, New York.

The acquired portfolio represented approximately $16.0 billion in total commitments, including approximately $9.0 billion of funded loans, at the time of acquisition.

Workforce Reduction

During the fourth quarter of 2023, PNC implemented a workforce reduction that was expected to reduce 2024 personnel expense by approximately $325 million annually, on a pre-tax basis.

PNC incurred expenses of $150 million in the fourth quarter of 2023 in connection with this workforce reduction.

As a result, PNC incurred a pre-tax expense of $515 million during the fourth quarter of 2023.

In the first quarter of 2024, PNC incurred an additional pre-tax expense of $130 million related to the increase in the FDIC’s expected losses.

The fourth quarter of 2024 included an $18 million pre-tax reduction of the FDIC special assessment.

Hurricanes Helene and Milton

During September 2024, Hurricane Helene made landfall in Florida’s panhandle, impacting a large region of the

southeastern United States, including the southern Appalachians.

In October 2024, Hurricane Milton made landfall

on the central west coast of Florida, causing widespread damage across the state.

The storms resulted in property damage to our

customers, the closing or disruption of many businesses, including some of PNC’s branches and facilities and damage to the

community infrastructure.

We evaluated the impact to our businesses, and, based on our assessments to date, these storms did not have a material impact on our operating results, including credit losses.

- Total revenue was stable at $21.6 billion.

- Net interest income decreased $0.4 billion, or 3%, to $13.5 billion as the benefit of higher interest-earning asset yields and balances was more than offset by increased funding costs.

Costs related to the FDIC special assessment were $112 million in 2024 compared to $515 million in 2023.

Noninterest expense in 2023 also included $150 million of workforce reduction charges.

- Total commercial loans decreased $3.4 billion, or 2%, to $216.2 billion, due to lower utilization of loan commitments and commercial real estate paydowns.

- Total consumer loans decreased $1.6 billion, or 2%, to $100.3 billion, as growth in automobile loans was more than offset by declines in the remaining portfolios as paydowns outpaced originations.

Noninterest-bearing deposit balances decreased due to a decline in both commercial and consumer balances.

- Overall loan delinquencies of $1.4 billion were stable.

The reserve change was driven by improved macroeconomic factors as well as portfolio activity.

- Nonperforming assets of $2.4 billion increased $141 million, or 6%, primarily due to higher commercial real estate nonperforming loans.

- PNC elected a five-year transition provision effective March 31, 2020 to delay until December 31, 2021 the full impact of the CECL standard on regulatory capital, followed by a three-year transition period.

Effective for the first quarter of 2022, PNC entered a three-year transition period, and the full impact of the CECL standard was phased-in to regulatory capital through December 31, 2024.

In the first quarter of 2025, CECL will be fully reflected in regulatory capital.

The estimated CET1 fully implemented ratio was 10.5% at December 31, 2024 compared to 9.8% at December 31, 2023.

See the Liquidity and Capital Management portion of the Risk Management section of this Item 7 for more detail on our 2024 capital and liquidity actions as well as our capital ratios.

- The labor market remains strong, and job and income gains will continue to support consumer spending growth in the near term.

High interest rates remain a drag on the economy, consumer spending growth will slow to a pace more consistent with household income growth, and government’s contribution to economic growth will be smaller.

- Real GDP growth in 2025 and 2026 will be approximately 2%, and the unemployment rate will remain somewhat above 4% throughout 2025 and into 2026.

There will be little progress on inflation in 2025; wage pressures will abate, but higher tariffs will offset this, and inflation will remain above the Federal Reserve’s 2% objective throughout 2025.

- Little progress on inflation this year will limit monetary easing.

PNC expects two additional federal funds rate cuts of 25 basis points each in 2025, one in May and one in July.

[removed: Headquartered] [added: The PNC Financial Services Group, Inc. is a financial services holding company headquartered] in Pittsburgh, [removed: Pennsylvania, we are] [added: Pennsylvania and] one of the largest diversified financial institutions in the U.S. [removed: We have] [added: PNC has] businesses engaged in retail banking, [removed: including residential mortgage,] corporate and institutional banking and asset management, providing many of our products and services nationally.

[removed: We] [added: Our retail branch network is located coast-to-coast, and we] also have strategic international offices in four countries outside the U.S. At December 31, [removed: 2024,] [added: 2025,] our consolidated total assets, total deposits and total shareholders’ equity were [removed: $560.0] [added: $573.6] billion, [removed: $426.7] [added: $440.9] billion and [removed: $54.4] [added: $60.6] billion, respectively.

See Note 22 Segment Reporting for additional details regarding our [added: business segments,] products and services.

Our corporate legal structure at December 31, [removed: 2024] [added: 2025] consisted of one domestic [removed: subsidiary bank,] [added: bank subsidiary,] including its subsidiaries, and [removed: 53] [added: 52] active non-bank subsidiaries, in addition to various affordable housing investments and historic rehabilitation investments.

[removed: Our] [added: We primarily conduct our business through our primary domestic] bank [removed: subsidiary is] [added: subsidiary,] PNC Bank, a national [removed: bank] [added: banking association] chartered [added: and located] in Wilmington, Delaware.

The PNC Financial Services Group, [removed: Inc.] [added: Inc.,] is a BHC [removed: registered] under the BHC Act [removed: and a financial holding company] [added: that has elected to be an FHC] under the GLB Act.

PNC primarily conducts its business through its domestic bank subsidiary, PNC Bank, [added: which is] a national banking association chartered [added: under the laws of the U.S. PNC Bank is supervised] and [removed: located in Wilmington, Delaware.][added: regulated primarily by the OCC, and with respect to some matters, by the FDIC and the CFPB.]

[removed: These] [added: Comprehensive] examinations [added: by our many regulators] consider not only compliance with applicable laws, regulations and supervisory policies of the [removed: agency,] [added: agencies,] but also capital levels, asset quality, risk management effectiveness, the ability and performance of management and the Board of Directors, the effectiveness of internal controls and internal audit function, earnings, liquidity and various other factors.

The [removed: results of examination activity by any of our] federal bank regulators [added: have broad supervisory and enforcement authority with regard to BHCs and banks, including the power to conduct examinations and investigations, which] potentially can result in the imposition of significant limitations on our activities and growth.

[removed: These regulatory agencies] [added: The federal bank regulators] generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity and take enforcement [removed: action, including the imposition of substantial monetary penalties and nonmonetary requirements,] [added: action] against a regulated entity where the relevant agency determines, among other things, that the operations of the regulated entity or any of its subsidiaries fail to comply with applicable law or regulations, are conducted in an unsafe or unsound manner, or represent an unfair or deceptive act or practice.

This supervisory framework, including the examination reports and supervisory ratings (which are not publicly available) of the agencies, could materially impact [removed: the conduct, growth and profitability of] our operations.

Our businesses with operations outside the U.S. also are subject to [removed: regulation by appropriate authorities in] the [added: laws and regulations of the] foreign jurisdictions in which they do business.

New legislation, [added: administration changes,] changes in rules promulgated by federal [removed: financial] [added: bank] regulators, other federal and state regulatory authorities and self-regulatory organizations, or [added: rescissions, withdrawals, or] changes in the [removed: interpretation] [added: interpretation, application,] or enforcement of existing laws and [removed: rules,] [added: rules] may directly affect the operations and profitability of our businesses.

The more detailed description of the significant regulations to which we are subject included in this Report is based on current laws and regulations and is subject to [removed: potentially] [added: potential] material change.

[removed: To a substantial extent, the purpose of the regulation and supervision of] [added: The regulatory framework applicable to] financial services institutions and their holding companies is not [added: intended primarily] to protect our shareholders and our non-customer creditors, but rather to protect our customers (including depositors), the [added: DIF, the] financial [removed: markets] [added: markets,] and [added: the U.S. banking and] financial system in general.

2 The PNC Financial Services Group, Inc. – [removed: *2024] [added: *2025] Form 10-K*

[removed: *Regulatory Capital Requirements, Stress] [added: *Stress] Testing and Capital Planning*.

PNC and PNC Bank are subject to the regulatory capital requirements [removed: established] [added: under the U.S. Basel III capital rules adopted] by the Federal [removed: Reserve] [added: Reserve, for PNC,] and [added: by] the OCC, [removed: respectively.][added: for the Bank.]

The regulatory capital rules establish minimum requirements for the [removed: ratio] [added: ratios] of a banking organization’s regulatory capital to its risk-weighted assets, referred to as risk-based capital requirements, as well as for the [removed: ratio] [added: ratios] of its regulatory capital to measures of assets and other exposures, referred to as leverage capital requirements.

[removed: On July 27, 2023, and as described in more detail below, the Federal Reserve, OCC, and FDIC] [added: The federal banking agencies] proposed [removed: for public comment an interagency] [added: a] rule [added: in July 2023] to implement the final components of the Basel III framework that would significantly revise the capital requirements for large banking organizations, including PNC and PNC Bank.

The federal banking agencies currently tailor the [removed: application of their] capital, liquidity and enhanced prudential requirements for banking organizations [removed: to] [added: based on] the asset size and risk profile (as measured by certain regulatory metrics) of the banking organization.

PNC and PNC Bank currently are Category III [removed: firms] [added: banking organizations] because PNC (i) has more than $250 billion, but less than $700 billion, in consolidated total assets, (ii) is not designated as a GSIB, and (iii) has less than $75 billion in cross-jurisdictional activity.

Under [added: the] current rules, if [added: PNC exceeds] any of these [removed: items were no longer the case,] [added: thresholds or becomes a GSIB,] PNC and PNC Bank would become a Category I or II [removed: institution,] [added: institution] and [added: be] subject to more stringent capital and liquidity standards.

CET1 capital is generally common stock, retained earnings, and [removed: qualifying minority interests less required deductions.]

[removed: Under] [added: For example, under] the current regulatory capital rules, PNC and PNC Bank must deduct investments in unconsolidated financial institutions, MSRs and deferred tax assets (in each case, net of associated deferred tax liabilities) from CET1 capital to the extent such categories individually exceed 25% of the institution’s adjusted CET1 capital.

[removed: Banking organizations] [added: Under the Basel III capital rules, PNC and PNC Bank] must maintain a minimum CET1 ratio of 4.5%, a [removed: Tier] [added: tier] 1 capital ratio of 6.0%, and a [removed: Total] [added: total] capital ratio of [removed: 8.0%, in each case in relation to risk-weighted assets,] [added: 8.0%] to be considered “adequately capitalized.” [removed: BHCs] [added: As described below, PNC is also] subject to the Federal Reserve’s CCAR [removed: process, such as PNC, are subject to] [added: process and must hold] a [removed: CET1 SCB.][added: SCB, which must be satisfied solely with CET1.]

Based on PNC’s performance under the Federal Reserve’s supervisory stress tests as part of CCAR [removed: 2024,] [added: 2025,] PNC’s SCB for the four-quarter period beginning October 1, [removed: 2024] [added: 2025,] is the regulatory minimum of 2.5%.

PNC and PNC Bank must maintain risk-based capital above the minimum risk-based capital ratio requirements plus its SCB (in the case of PNC) or capital conservation buffer (in the case of PNC Bank) in order to avoid limitations on capital [removed: distributions, including paying dividends and executing repurchases or redemptions of any Tier 1 capital instrument, such as common and qualifying preferred stock, and certain discretionary incentive compensation payments.][added: distributions.]

[removed: For Category III banking organizations (such as PNC and PNC Bank), the] [added: The] Federal Reserve and OCC can [added: also] supplement [removed: these higher] [added: the] SCB or capital conservation buffer levels [removed: above the regulatory minimums] by a countercyclical capital buffer of up to an additional 2.5% of risk-weighted assets.

This buffer, which must be held in the form of CET1 capital, is currently set at zero in the U.S. [removed: A Federal Reserve policy statement establishes the framework and factors the Federal Reserve would use in setting and adjusting the amount of the U.S. countercyclical capital buffer.]

The regulatory capital rules also require that banking organizations maintain a minimum amount of [removed: Tier] [added: tier] 1 capital as compared to average consolidated assets, referred to as the leverage ratio, [removed: and require Category III banking organizations to maintain a minimum amount] of [removed: Tier 1 capital as compared to total leverage exposure, referred to as the supplementary leverage ratio.][added: 4.0%.]

[removed: Banking] [added: Category III banking] organizations [removed: are required to] [added: also must] maintain a minimum [removed: leverage ratio] [added: amount] of [removed: Tier] [added: tier] 1 capital [added: as compared] to total [removed: assets of 4.0%, and Category III banking organizations must maintain a minimum] [added: leverage exposure, referred to as the] supplementary leverage [removed: ratio] [added: ratio,] of 3.0%.

As of December 31, [removed: 2024,] [added: 2025,] the leverage and supplementary leverage ratios of PNC and PNC Bank were above the required minimum level.

In some cases, the extent of these powers depends upon whether the institution in question is considered “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” The thresholds at which an insured depository institution is considered “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized” are based on (i) the institution’s CET1, [removed: Tier] [added: tier] 1 and total risk-based capital ratios; (ii) the institution’s leverage ratio; [added: and (iii) for the definitions of “adequately capitalized” and “undercapitalized,” the institution’s supplementary leverage ratio (if applicable).]

4 The PNC Financial Services Group, Inc. – [removed: *2024] [added: *2025] Form 10-K*

For example, PNC and PNC Bank must remain “well capitalized” for PNC to continue to take advantage of [removed: financial holding company] [added: FHC] status as described below.

At December 31, [removed: 2024,] [added: 2025,] PNC and PNC Bank exceeded the required ratios for classification as “well capitalized.” For additional discussion of capital adequacy requirements, including the levels of capital required to be considered “well capitalized,” see the Liquidity and Capital Management portion of the Risk Management section in Item 7 of this Report and Note 19 Regulatory Matters.

The rule generally would align the regulatory capital elements and required deductions for Category III banking organizations, such as PNC and PNC Bank, with those currently applicable to Category I and II banking organizations and apply a new expanded risk-based approach for [removed: calculating risk-weighted assets (the “expanded risk-based approach”).]

Among other impacts, PNC and PNC Bank would be required to recognize most elements of AOCI in regulatory capital and [removed: deduct] [added: would be subject to more punitive deductions] from CET1 [removed: capital, among other items,] [added: for] MSRs, deferred tax [removed: assets,] [added: assets] and investments in [added: certain] unconsolidated financial [removed: institutions that individually exceed 10% of CET1 capital or in the aggregate with other threshold items that exceed 15% of CET1 capital.][added: institutions.]

[removed: In addition to regulatory capital requirements, we are] [added: PNC is] subject to the Federal Reserve’s capital plan rule, capital stress testing requirements and CCAR process, as well as the DFAST requirements of the Federal Reserve and the OCC.

We are organized around our 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.

Our non-banking subsidiaries engage in activities that are financial in nature, including market-making, securities underwriting, and advisory services and other permissible investment and merchant banking related activities.

Acquisition of FirstBank Holding Company

On January 5, 2026, PNC completed its acquisition of FirstBank Holding Company, including its banking subsidiary, FirstBank.

As of close, FirstBank had $26.4 billion of assets, $16.0 billion of loans and $23.1 billion of deposits.

Effective January 5, 2026, FirstBank’s financial results are included in PNC’s consolidated operations and will be reported in PNC’s first quarter 2026 results.

Conversion of FirstBank customers to PNC Bank is expected to occur this summer.

Until conversion, FirstBank will remain a separate bank subsidiary of PNC.

See Note 24 Subsequent Events for additional details on the acquisition of FirstBank.

As a BHC, PNC is subject to regulation under the BHC Act and to comprehensive consolidated supervision, regulation and examination by its primary regulator, the Federal Reserve.

On January 5, 2026, PNC acquired FirstBank Holding Company and its bank subsidiary, FirstBank, a Colorado state-chartered bank.

FirstBank is primarily regulated by the Federal Reserve and the Colorado Division of Banking.

We expect to merge FirstBank into PNC Bank this summer.

Until the merger, FirstBank will remain a separate bank subsidiary of PNC.

The CFPB is responsible for examining us for compliance with most federal consumer financial protection laws, and the results of the CFPB’s examinations (which are not publicly available) also can result in restrictions or limitations on our operations.

The scope of the laws and regulations and the intensity of supervision to which we are subject are continually under review.

*Regulatory Capital Requirements*.

PNC’s acquisition of FirstBank did not affect PNC’s classification as a Category III banking organization.

qualifying minority interests less required deductions.

In calculating regulatory capital, PNC and PNC Bank must deduct a number of components.

PNC, as a Category III holding company, and PNC Bank would be subject to the proposed rules.

These proposed rules have not been finalized, and their future state is unclear.

calculating risk-weighted assets.

The agencies are expected to repropose the rule in 2026.

In April 2025, the Federal Reserve proposed to average stress test results over two consecutive years to reduce volatility in the SCB requirement.

The proposal would also shift the applicable period of the SCB requirement from October 1 through September 30 of the following year, to January 1 through December 31 in the year following the CCAR exercise.

The proposal was intended to be effective for the 2026 supervisory stress test but it has not been finalized.

In addition, in October 2025, the Federal Reserve issued proposals to seek comments on the scenarios for the 2026 supervisory stress test and on the enhanced transparency to its stress testing process.

Under the proposals, the Federal Reserve would publish annual stress test scenarios and comprehensive model documentation for public comment.

In February 2026, the Federal Reserve published the final scenarios for the 2026 supervisory stress test.

The Federal Reserve also stated that the new models will not be finalized in time for the CCAR 2026 process and that the current SCB requirements will continue to apply for all firms, including PNC, until 2027, when new SCB can be calculated based on models that take public feedback into consideration.

*Dividend Restrictions.* The PNC Financial Services Group, Inc. is a legal entity separate and distinct from its subsidiaries.

PNC Bank is

The agencies have yet to propose these rules, but they may do so in the future.

PNC’s status as an FHC is conditioned upon maintaining certain eligibility requirements for both PNC and its subsidiary depository institutions, including minimum capital ratios, supervisory ratings, and, in the case of its subsidiary depository institutions, maintaining at least a “Satisfactory” rating under the CRA.

*Privacy and Data Protection*.

PNC is subject to extensive federal and state laws related to consumer privacy and data protection.

Federal banking regulators, pursuant to the GLB Act, have adopted rules that limit the ability of banks and other financial institutions to disclose nonpublic consumer information to nonaffiliated third parties.

These rules require institutions to provide privacy policy disclosures and, in certain circumstances, allow consumers to prevent disclosure of certain personal information to nonaffiliated third parties.

The GLB Act’s privacy provisions govern how consumer information is shared within diversified financial services companies and with external vendors.

Our retail branch network is located coast-to-coast.

Signature Bank Portfolio Acquisition

On October 2, 2023, PNC acquired a portfolio of capital commitments facilities from Signature Bridge Bank, N.A. through an agreement with the FDIC as receiver of the former Signature Bank, New York.

The acquired portfolio represented approximately $16.0 billion in total commitments, including approximately $9.0 billion of funded loans, at the time of acquisition.

Applicable laws and regulations restrict our permissible activities and investments, impose conditions and requirements on the products and services we offer and the manner in which they are offered and sold, and require compliance with protections for loan, deposit, brokerage, fiduciary, investment management and other customers, among other things.

They also restrict our ability to repurchase stock or pay dividends, or to receive dividends from our bank subsidiary, and impose capital adequacy and liquidity requirements.

The consequences of noncompliance with these, or other applicable laws or regulations, can include substantial monetary and nonmonetary sanctions.

See the additional information included

as Risk Factors in Item 1A of this Report discussing the impact of the regulatory environment on us and the financial services industry.

In addition, we are subject to comprehensive supervision and examination by many regulatory bodies, including the Federal Reserve and the OCC.

The CFPB is responsible for examining us for compliance with most federal consumer financial protection laws, including the laws relating to fair lending and prohibiting unfair, deceptive or abusive acts or practices in connection with the offer, sale or provision of consumer financial products or services, and for enforcing such laws with respect to PNC Bank and its affiliates.

The results of the CFPB’s examinations (which are not publicly available) also can result in restrictions or limitations on the operations of a regulated entity as well as enforcement actions against a regulated entity, including the imposition of substantial monetary penalties and nonmonetary requirements.

As a regulated financial services firm, our relationships and good standing with regulators are of fundamental importance to the operation and growth of our businesses.

The Federal Reserve, OCC, CFPB, SEC, CFTC and other domestic and foreign regulators have broad enforcement powers, and certain of the regulators have the power to approve, deny, or refuse to act upon our applications or notices to conduct new activities, acquire or divest businesses, assets or deposits, expand our operations geographically or reconfigure existing operations.

Among the areas that have been receiving a high level of regulatory focus are compliance with the BSA/AML laws, capital and liquidity management (including contingency, recovery, and resolution planning), the structure and effectiveness of enterprise risk management frameworks, the protection of confidential customer information, cybersecurity, the oversight of arrangements with third-party vendors and suppliers, providing fair access to financial services to customers and potential customers, and compliance with fair lending and other consumer protection laws and regulations, including those governing retail sales practices, fee disclosures, unfair, deceptive or abusive acts or practices, collection practices and protections for military service members.

Given the new presidential administration, we anticipate new legislative and regulatory initiatives over the next several years, focused specifically on banking and other financial services in which we are engaged.

These initiatives may include, for example, the rescission or re-proposal of regulations, policies, and guidance issued under the prior administration, and could also affect the agencies’ approach to ongoing federal court litigation involving regulations issued under the prior administration.

Whether and how these developments may impact the rules and policies applicable to us remains unclear at this point.

The profitability of our businesses also is affected by rules and regulations that impact the business and financial sectors in general, including laws governing taxation, antitrust regulation, electronic commerce, data security and privacy.

The foundation of the agencies’ regulatory capital rules is the international regulatory capital framework developed by the Basel Committee, the international body responsible for developing global regulatory standards for banking organizations for consideration and adoption by national jurisdictions.

The agencies’ regulatory capital rules have undergone significant change since 2013, when the agencies adopted final rules to implement the Basel Committee’s international regulatory capital framework, known as “Basel III”, as well as certain provisions of Dodd-Frank.

The agencies’ capital and liquidity rules classify all BHCs with $100 billion or more in total assets into one of four categories (Category I, Category II, Category III and Category IV), with the most stringent capital and liquidity requirements applying to Category I firms and the least restrictive requirements applying to Category IV firms.

As of December 31, 2024, PNC had cross-jurisdictional activities for these purposes of $24.0 billion.

Some of the benefits of tailored application of capital, liquidity, and enhanced prudential requirements under current rules may be reversed if the agencies adopt, as proposed, certain rules issued in 2023 for comment as described further below.

As of December 31, 2024, PNC and PNC Bank’s investments in unconsolidated financial institutions, MSRs and deferred tax assets did not exceed this threshold.

The agencies’ capital rules permit banking organizations that were subject to CECL during 2020 to delay CECL’s estimated impact on CET1 capital.

PNC elected to delay the estimated impact of CECL on CET1 capital through December 31, 2021, followed by a three-year transition period.

CECL’s estimated impact on CET1 capital is defined as the change in retained earnings at adoption plus or minus 25% of the change in CECL ACL at the balance sheet date, excluding the allowance for PCD loans, compared to CECL ACL at adoption.

Effective for the first quarter of 2022, PNC entered a three-year transition period, and the full impact of the CECL standard was phased-in to regulatory capital through December 31, 2024.

In the first quarter of 2025, CECL will be fully reflected in regulatory capital.

See Note 1 Accounting Policies for more detail on CECL and the ACL.

The standardized approach for risk-weighted assets takes into account credit and market risk.

To calculate risk-weighted assets under the standardized approach for credit risk, the nominal dollar amounts of assets and credit equivalent amounts of off-balance sheet items are generally multiplied by risk weights set forth in the rules, with the risk weights increasing as the perceived credit risk of the relevant asset or exposure increases.

For certain types of exposures, such as securitization exposures, the standardized approach establishes one or more methodologies that are to be used to calculate the risk-weighted asset amount for the exposure.

High volatility commercial real estate, past due, and equity exposures, as well as MSRs and deferred tax assets that are not deducted from capital, are generally subject to higher risk weights than other types of exposures.

Under the market risk capital rule, risk-weighted asset amounts for covered trading positions are determined based on the calculation of VaR (including stressed VaR), specific risk, incremental risk and comprehensive risk amounts, as specified in the capital rules.

We refer to the capital ratios calculated using the definition of capital under the agencies’ Basel III capital rules and, for the risk-based ratios, standardized risk-weighted assets, as our Basel III regulatory capital ratios.

The risk-based capital rules establish certain minimum standards for the capital ratios of banking organizations, including PNC and PNC Bank.

The SCB is calculated based on the difference between a firm’s starting and minimum CET1 ratio (as projected by the Federal Reserve) in the supervisory severely adverse scenario during the CCAR process, plus four quarters of the organization’s planned common stock dividends (expressed as a percentage of risk-weighted assets), subject to a floor of 2.5%.

In addition, while a firm’s SCB is typically determined as part of the Federal Reserve’s annual CCAR process, the Federal Reserve has the right to conduct supervisory stress tests, require a firm to submit a revised capital plan and calculate a firm’s SCB more frequently.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the registrant’s outstanding voting common stock held by nonaffiliates on June 30, [removed: 2024,] [added: 2025,] determined using the per share closing price on that date on the New York Stock Exchange of [removed: $155.48,] [added: $186.42,] was approximately [removed: $61.6] [added: $73.2] billion.

Number of shares of registrant’s common stock outstanding at February 3, [removed: 2025: 395,749,583][added: 2026: 403,370,923]

Portions of the definitive Proxy Statement of The PNC Financial Services Group, Inc. to be filed pursuant to Regulation 14A for the [removed: 2025] [added: 2026] annual meeting of shareholders (Proxy Statement) are incorporated by reference into Part III of this Form 10-K.

Cross-Reference Index to [removed: 2024] [added: 2025] Form 10-K

| Item 1 | | | [removed: [Business](#i7ccee73ac4024fb490e3ab9e35375c7b_16)] [added: [Business](#ie5f94e3309184c9e98b370638d811af4_16)] | | | [removed: [1](#i7ccee73ac4024fb490e3ab9e35375c7b_16)] [added: [1](#ie5f94e3309184c9e98b370638d811af4_16)] | | |

| Item 1A | | | [Risk [removed: Factors](#i7ccee73ac4024fb490e3ab9e35375c7b_19)] [added: Factors](#ie5f94e3309184c9e98b370638d811af4_37)] | | | [removed: [15](#i7ccee73ac4024fb490e3ab9e35375c7b_19)] [added: [11](#ie5f94e3309184c9e98b370638d811af4_37)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i7ccee73ac4024fb490e3ab9e35375c7b_22)] [added: Comments](#ie5f94e3309184c9e98b370638d811af4_40)] | | | [removed: [30](#i7ccee73ac4024fb490e3ab9e35375c7b_22)] [added: [26](#ie5f94e3309184c9e98b370638d811af4_40)] | | |

| Item 1C | | | [removed: [Cybersecurity](#i7ccee73ac4024fb490e3ab9e35375c7b_25)] [added: [Cybersecurity](#ie5f94e3309184c9e98b370638d811af4_43)] | | | [removed: [30](#i7ccee73ac4024fb490e3ab9e35375c7b_25)] [added: [26](#ie5f94e3309184c9e98b370638d811af4_43)] | | |

| Item 2 | | | [removed: [Properties](#i7ccee73ac4024fb490e3ab9e35375c7b_28)] [added: [Properties](#ie5f94e3309184c9e98b370638d811af4_46)] | | | [removed: [31](#i7ccee73ac4024fb490e3ab9e35375c7b_28)] [added: [27](#ie5f94e3309184c9e98b370638d811af4_46)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i7ccee73ac4024fb490e3ab9e35375c7b_31)] [added: Proceedings](#ie5f94e3309184c9e98b370638d811af4_49)] | | | [removed: [31](#i7ccee73ac4024fb490e3ab9e35375c7b_31)] [added: [27](#ie5f94e3309184c9e98b370638d811af4_49)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i7ccee73ac4024fb490e3ab9e35375c7b_34)] [added: Disclosures](#ie5f94e3309184c9e98b370638d811af4_52)] | | | [removed: [31](#i7ccee73ac4024fb490e3ab9e35375c7b_34)] [added: [27](#ie5f94e3309184c9e98b370638d811af4_52)] | | |

| [Information about our Executive [removed: Officers](#i7ccee73ac4024fb490e3ab9e35375c7b_37)] [added: Officers](#ie5f94e3309184c9e98b370638d811af4_55)] | | | | | | [removed: [32](#i7ccee73ac4024fb490e3ab9e35375c7b_37)] [added: [27](#ie5f94e3309184c9e98b370638d811af4_55)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7ccee73ac4024fb490e3ab9e35375c7b_43)] [added: Securities](#ie5f94e3309184c9e98b370638d811af4_61)] | | | [removed: [33](#i7ccee73ac4024fb490e3ab9e35375c7b_43)] [added: [29](#ie5f94e3309184c9e98b370638d811af4_61)] | | |

| | | | [Common Stock Performance [removed: Graph](#i7ccee73ac4024fb490e3ab9e35375c7b_46)] [added: Graph](#ie5f94e3309184c9e98b370638d811af4_64)] | | | [removed: [34](#i7ccee73ac4024fb490e3ab9e35375c7b_46)] [added: [30](#ie5f94e3309184c9e98b370638d811af4_64)] | | |

| Item 6 | | | [removed: [Reserved](#i7ccee73ac4024fb490e3ab9e35375c7b_49)] [added: [Reserved](#ie5f94e3309184c9e98b370638d811af4_67)] | | | [removed: [35](#i7ccee73ac4024fb490e3ab9e35375c7b_49)] [added: [31](#ie5f94e3309184c9e98b370638d811af4_67)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: (MD&A)](#i7ccee73ac4024fb490e3ab9e35375c7b_52)] [added: (MD&A)](#ie5f94e3309184c9e98b370638d811af4_70)] | | | [removed: [36](#i7ccee73ac4024fb490e3ab9e35375c7b_52)] [added: [32](#ie5f94e3309184c9e98b370638d811af4_70)] | | |

| | | | [Executive [removed: Summary](#i7ccee73ac4024fb490e3ab9e35375c7b_55)] [added: Summary](#ie5f94e3309184c9e98b370638d811af4_73)] | | | [removed: [36](#i7ccee73ac4024fb490e3ab9e35375c7b_55)] [added: [32](#ie5f94e3309184c9e98b370638d811af4_73)] | | |

| | | | [Consolidated Income Statement [removed: Review](#i7ccee73ac4024fb490e3ab9e35375c7b_67)] [added: Review](#ie5f94e3309184c9e98b370638d811af4_85)] | | | [removed: [41](#i7ccee73ac4024fb490e3ab9e35375c7b_67)] [added: [37](#ie5f94e3309184c9e98b370638d811af4_85)] | | |

| | | | [Consolidated Balance Sheet [removed: Review](#i7ccee73ac4024fb490e3ab9e35375c7b_82)] [added: Review](#ie5f94e3309184c9e98b370638d811af4_100)] | | | [removed: [44](#i7ccee73ac4024fb490e3ab9e35375c7b_82)] [added: [40](#ie5f94e3309184c9e98b370638d811af4_100)] | | |

| | | | [Business Segments [removed: Review](#i7ccee73ac4024fb490e3ab9e35375c7b_100)] [added: Review](#ie5f94e3309184c9e98b370638d811af4_118)] | | | [removed: [47](#i7ccee73ac4024fb490e3ab9e35375c7b_100)] [added: [43](#ie5f94e3309184c9e98b370638d811af4_118)] | | |

| | | | [Average Consolidated Balance Sheet and Net Interest [removed: Analysis](#i7ccee73ac4024fb490e3ab9e35375c7b_613)] [added: Analysis](#ie5f94e3309184c9e98b370638d811af4_220)] | | | [removed: [81](#i7ccee73ac4024fb490e3ab9e35375c7b_613)] [added: [74](#ie5f94e3309184c9e98b370638d811af4_220)] | | |

| | | | [Non-GAAP Financial [removed: Information](#i7ccee73ac4024fb490e3ab9e35375c7b_5204)] [added: Information](#ie5f94e3309184c9e98b370638d811af4_226)] | | | [removed: [82](#i7ccee73ac4024fb490e3ab9e35375c7b_5204)] [added: [75](#ie5f94e3309184c9e98b370638d811af4_226)] | | |

| | | | [Critical Accounting Estimates and [removed: Judgments](#i7ccee73ac4024fb490e3ab9e35375c7b_202)] [added: Judgments](#ie5f94e3309184c9e98b370638d811af4_235)] | | | [removed: [83](#i7ccee73ac4024fb490e3ab9e35375c7b_202)] [added: [76](#ie5f94e3309184c9e98b370638d811af4_235)] | | |

| | | | [Cautionary Statement Regarding Forward-Looking [removed: Information](#i7ccee73ac4024fb490e3ab9e35375c7b_208)] [added: Information](#ie5f94e3309184c9e98b370638d811af4_241)] | | | [removed: [87](#i7ccee73ac4024fb490e3ab9e35375c7b_208)] [added: [80](#ie5f94e3309184c9e98b370638d811af4_241)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i7ccee73ac4024fb490e3ab9e35375c7b_211)] [added: Risk](#ie5f94e3309184c9e98b370638d811af4_244)] | | | [removed: [88](#i7ccee73ac4024fb490e3ab9e35375c7b_211)] [added: [81](#ie5f94e3309184c9e98b370638d811af4_244)] | | |

| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#i7ccee73ac4024fb490e3ab9e35375c7b_214)] [added: Data](#ie5f94e3309184c9e98b370638d811af4_247)] | | | [removed: [88](#i7ccee73ac4024fb490e3ab9e35375c7b_214)] [added: [81](#ie5f94e3309184c9e98b370638d811af4_247)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i7ccee73ac4024fb490e3ab9e35375c7b_217)] [added: Firm](#ie5f94e3309184c9e98b370638d811af4_250)] | | | [removed: [89](#i7ccee73ac4024fb490e3ab9e35375c7b_217)] [added: [82](#ie5f94e3309184c9e98b370638d811af4_250)] | | |

| | | | [Consolidated Income [removed: Statement](#i7ccee73ac4024fb490e3ab9e35375c7b_220)] [added: Statement](#ie5f94e3309184c9e98b370638d811af4_253)] | | | [removed: [91](#i7ccee73ac4024fb490e3ab9e35375c7b_220)] [added: [84](#ie5f94e3309184c9e98b370638d811af4_253)] | | |

| | | | [Consolidated Statement of Comprehensive [removed: Income](#i7ccee73ac4024fb490e3ab9e35375c7b_223)] [added: Income](#ie5f94e3309184c9e98b370638d811af4_256)] | | | [removed: [92](#i7ccee73ac4024fb490e3ab9e35375c7b_223)] [added: [85](#ie5f94e3309184c9e98b370638d811af4_256)] | | |

| | | | [Consolidated Balance [removed: Sheet](#i7ccee73ac4024fb490e3ab9e35375c7b_226)] [added: Sheet](#ie5f94e3309184c9e98b370638d811af4_259)] | | | [removed: [93](#i7ccee73ac4024fb490e3ab9e35375c7b_226)] [added: [86](#ie5f94e3309184c9e98b370638d811af4_259)] | | |

| | | | [Consolidated Statement of Changes in [removed: Equity](#i7ccee73ac4024fb490e3ab9e35375c7b_229)] [added: Equity](#ie5f94e3309184c9e98b370638d811af4_262)] | | | [removed: [94](#i7ccee73ac4024fb490e3ab9e35375c7b_229)] [added: [87](#ie5f94e3309184c9e98b370638d811af4_262)] | | |

| | | | [Consolidated Statement of Cash [removed: Flows](#i7ccee73ac4024fb490e3ab9e35375c7b_235)] [added: Flows](#ie5f94e3309184c9e98b370638d811af4_268)] | | | [removed: [95](#i7ccee73ac4024fb490e3ab9e35375c7b_235)] [added: [88](#ie5f94e3309184c9e98b370638d811af4_268)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i7ccee73ac4024fb490e3ab9e35375c7b_238)] [added: Statements](#ie5f94e3309184c9e98b370638d811af4_271)] | | | [removed: [97](#i7ccee73ac4024fb490e3ab9e35375c7b_238)] [added: [90](#ie5f94e3309184c9e98b370638d811af4_271)] | | |

| | | | [Note 1 Accounting [removed: Policies](#i7ccee73ac4024fb490e3ab9e35375c7b_241)] [added: Policies](#ie5f94e3309184c9e98b370638d811af4_274)] | | | [removed: [97](#i7ccee73ac4024fb490e3ab9e35375c7b_241)] [added: [90](#ie5f94e3309184c9e98b370638d811af4_274)] | | |

| | | | [Note 3 Loans and Related Allowance for Credit [removed: Losses](#i7ccee73ac4024fb490e3ab9e35375c7b_295)] [added: Losses](#ie5f94e3309184c9e98b370638d811af4_328)] | | | [removed: [119](#i7ccee73ac4024fb490e3ab9e35375c7b_295)] [added: [109](#ie5f94e3309184c9e98b370638d811af4_328)] | | |

| | | | [Note 4 Loan Sale and Servicing Activities and Variable Interest [removed: Entities](#i7ccee73ac4024fb490e3ab9e35375c7b_334)] [added: Entities](#ie5f94e3309184c9e98b370638d811af4_367)] | | | [removed: [132](#i7ccee73ac4024fb490e3ab9e35375c7b_334)] [added: [121](#ie5f94e3309184c9e98b370638d811af4_367)] | | |

Cross-Reference Index to [removed: 2024] [added: 2025] Form 10-K (continued)

| | | | [Note 5 Goodwill and Mortgage Servicing [removed: Rights](#i7ccee73ac4024fb490e3ab9e35375c7b_346)] [added: Rights](#ie5f94e3309184c9e98b370638d811af4_379)] | | | [removed: [135](#i7ccee73ac4024fb490e3ab9e35375c7b_346)] [added: [124](#ie5f94e3309184c9e98b370638d811af4_379)] | | |

| | | | [Note 7 Premises, Equipment and Leasehold [removed: Improvements](#i7ccee73ac4024fb490e3ab9e35375c7b_388)] [added: Improvements](#ie5f94e3309184c9e98b370638d811af4_421)] | | | [removed: [140](#i7ccee73ac4024fb490e3ab9e35375c7b_388)] [added: [129](#ie5f94e3309184c9e98b370638d811af4_421)] | | |

| | | | [Risk Management](#ie5f94e3309184c9e98b370638d811af4_133) | | | [50](#ie5f94e3309184c9e98b370638d811af4_133) | | |

| | | | [Note 2 Investment Securities](#ie5f94e3309184c9e98b370638d811af4_307) | | | [106](#ie5f94e3309184c9e98b370638d811af4_307) | | |

| | | | [Note 6 Leases](#ie5f94e3309184c9e98b370638d811af4_397) | | | [127](#ie5f94e3309184c9e98b370638d811af4_397) | | |

| | | | [Note 8 Time Deposits](#ie5f94e3309184c9e98b370638d811af4_430) | | | [129](#ie5f94e3309184c9e98b370638d811af4_430) | | |

| | | | [Note 9 Borrowed Funds](#ie5f94e3309184c9e98b370638d811af4_436) | | | [130](#ie5f94e3309184c9e98b370638d811af4_436) | | |

| | | | [Note 10 Commitments](#ie5f94e3309184c9e98b370638d811af4_445) | | | [131](#ie5f94e3309184c9e98b370638d811af4_445) | | |

| | | | [Note 11 Equity](#ie5f94e3309184c9e98b370638d811af4_451) | | | [132](#ie5f94e3309184c9e98b370638d811af4_451) | | |

| | | | [Note 14 Fair Value](#ie5f94e3309184c9e98b370638d811af4_481) | | | [135](#ie5f94e3309184c9e98b370638d811af4_481) | | |

| | | | [Note 15 Financial Derivatives](#ie5f94e3309184c9e98b370638d811af4_505) | | | [147](#ie5f94e3309184c9e98b370638d811af4_505) | | |

| | | | [Note 18 Income Taxes](#ie5f94e3309184c9e98b370638d811af4_568) | | | [160](#ie5f94e3309184c9e98b370638d811af4_568) | | |

| | | | [Note 19 Regulatory Matters](#ie5f94e3309184c9e98b370638d811af4_595) | | | [164](#ie5f94e3309184c9e98b370638d811af4_595) | | |

| | | | [Note 20 Legal Proceedings](#ie5f94e3309184c9e98b370638d811af4_601) | | | [165](#ie5f94e3309184c9e98b370638d811af4_601) | | |

| | | | [Note 21 Parent Company](#ie5f94e3309184c9e98b370638d811af4_604) | | | [169](#ie5f94e3309184c9e98b370638d811af4_604) | | |

| | | | [Note 22 Segment Reporting](#ie5f94e3309184c9e98b370638d811af4_619) | | | [171](#ie5f94e3309184c9e98b370638d811af4_619) | | |

| | | | [Note 24 Subsequent Events](#ie5f94e3309184c9e98b370638d811af4_646) | | | [178](#ie5f94e3309184c9e98b370638d811af4_646) | | |

| | | | [Glossary](#ie5f94e3309184c9e98b370638d811af4_667) | | | [180](#ie5f94e3309184c9e98b370638d811af4_667) | | |

| | | | [Defined Terms](#ie5f94e3309184c9e98b370638d811af4_670) | | | [180](#ie5f94e3309184c9e98b370638d811af4_670) | | |

| | | | [Acronyms](#ie5f94e3309184c9e98b370638d811af4_673) | | | [184](#ie5f94e3309184c9e98b370638d811af4_673) | | |

| Item 9B | | | [Other Information](#ie5f94e3309184c9e98b370638d811af4_682) | | | [185](#ie5f94e3309184c9e98b370638d811af4_682) | | |

| Item 11 | | | [Executive Compensation](#ie5f94e3309184c9e98b370638d811af4_691) | | | [186](#ie5f94e3309184c9e98b370638d811af4_691) | | |

| Item 16 | | | [Form 10-K Summary](#ie5f94e3309184c9e98b370638d811af4_712) | | | [193](#ie5f94e3309184c9e98b370638d811af4_712) | | |

| [SIGNATURES](#ie5f94e3309184c9e98b370638d811af4_715) | | | | | | [194](#ie5f94e3309184c9e98b370638d811af4_715) | | |

| 8 | | | [Loans](#ie5f94e3309184c9e98b370638d811af4_106) | | | [41](#ie5f94e3309184c9e98b370638d811af4_106) | | |

| 15 | | | [Details of Loans](#ie5f94e3309184c9e98b370638d811af4_139) | | | [54](#ie5f94e3309184c9e98b370638d811af4_139) | | |

| 41 | | | [Investment Securities Summary](#ie5f94e3309184c9e98b370638d811af4_310) | | | [106](#ie5f94e3309184c9e98b370638d811af4_310) | | |

| 46 | | | [Analysis of Loan Portfolio](#ie5f94e3309184c9e98b370638d811af4_331) | | | [110](#ie5f94e3309184c9e98b370638d811af4_331) | | |

| 47 | | | [Nonperforming Assets](#ie5f94e3309184c9e98b370638d811af4_334) | | | [111](#ie5f94e3309184c9e98b370638d811af4_334) | | |

| 51 | | | [Commercial FDMs](#ie5f94e3309184c9e98b370638d811af4_346) | | | [119](#ie5f94e3309184c9e98b370638d811af4_346) | | |

| 52 | | | [Financial Effect of Commercial FDMs](#ie5f94e3309184c9e98b370638d811af4_349) | | | [119](#ie5f94e3309184c9e98b370638d811af4_349) | | |

| 53 | | | [Delinquency Status of FDMs](#ie5f94e3309184c9e98b370638d811af4_352) | | | [120](#ie5f94e3309184c9e98b370638d811af4_352) | | |

| 54 | | | [Consumer FDMs](#ie5f94e3309184c9e98b370638d811af4_5169) | | | [120](#ie5f94e3309184c9e98b370638d811af4_5169) | | |

| 58 | | | [Non-Consolidated VIEs](#ie5f94e3309184c9e98b370638d811af4_376) | | | [123](#ie5f94e3309184c9e98b370638d811af4_376) | | |

| 59 | | | [Goodwill by Business Segment](#ie5f94e3309184c9e98b370638d811af4_382) | | | [124](#ie5f94e3309184c9e98b370638d811af4_382) | | |

| 64 | | | [Lessor Income](#ie5f94e3309184c9e98b370638d811af4_400) | | | [127](#ie5f94e3309184c9e98b370638d811af4_400) | | |

| 73 | | | [Time Deposits](#ie5f94e3309184c9e98b370638d811af4_433) | | | [129](#ie5f94e3309184c9e98b370638d811af4_433) | | |

| 74 | | | [Borrowed Funds](#ie5f94e3309184c9e98b370638d811af4_439) | | | [130](#ie5f94e3309184c9e98b370638d811af4_439) | | |

| | | | | | | | | |

| | | | | | | | | |

| 79 | | | [Dividends Per Share](#ie5f94e3309184c9e98b370638d811af4_463) | | | [133](#ie5f94e3309184c9e98b370638d811af4_463) | | |

| 88 | | | [Fair Value Option – Changes in Fair Value Included in Earnings](#ie5f94e3309184c9e98b370638d811af4_499) | | | [144](#ie5f94e3309184c9e98b370638d811af4_499) | | |

| | | | [Risk Management](#i7ccee73ac4024fb490e3ab9e35375c7b_115) | | | [55](#i7ccee73ac4024fb490e3ab9e35375c7b_115) | | |

| | | | [Note 2 Investment Securities](#i7ccee73ac4024fb490e3ab9e35375c7b_274) | | | [116](#i7ccee73ac4024fb490e3ab9e35375c7b_274) | | |

| | | | [Note 6 Leases](#i7ccee73ac4024fb490e3ab9e35375c7b_364) | | | [138](#i7ccee73ac4024fb490e3ab9e35375c7b_364) | | |

| | | | [Note 8 Time Deposits](#i7ccee73ac4024fb490e3ab9e35375c7b_397) | | | [140](#i7ccee73ac4024fb490e3ab9e35375c7b_397) | | |

| | | | [Note 9 Borrowed Funds](#i7ccee73ac4024fb490e3ab9e35375c7b_403) | | | [141](#i7ccee73ac4024fb490e3ab9e35375c7b_403) | | |

| | | | [Note 10 Commitments](#i7ccee73ac4024fb490e3ab9e35375c7b_412) | | | [142](#i7ccee73ac4024fb490e3ab9e35375c7b_412) | | |

| | | | [Note 11 Equity](#i7ccee73ac4024fb490e3ab9e35375c7b_418) | | | [143](#i7ccee73ac4024fb490e3ab9e35375c7b_418) | | |

| | | | [Note 14 Fair Value](#i7ccee73ac4024fb490e3ab9e35375c7b_448) | | | [147](#i7ccee73ac4024fb490e3ab9e35375c7b_448) | | |

| | | | [Note 15 Financial Derivatives](#i7ccee73ac4024fb490e3ab9e35375c7b_472) | | | [160](#i7ccee73ac4024fb490e3ab9e35375c7b_472) | | |

| | | | [Note 18 Income Taxes](#i7ccee73ac4024fb490e3ab9e35375c7b_535) | | | [173](#i7ccee73ac4024fb490e3ab9e35375c7b_535) | | |

| | | | [Note 19 Regulatory Matters](#i7ccee73ac4024fb490e3ab9e35375c7b_559) | | | [175](#i7ccee73ac4024fb490e3ab9e35375c7b_559) | | |

| | | | [Note 20 Legal Proceedings](#i7ccee73ac4024fb490e3ab9e35375c7b_565) | | | [176](#i7ccee73ac4024fb490e3ab9e35375c7b_565) | | |

| | | | [Note 21 Parent Company](#i7ccee73ac4024fb490e3ab9e35375c7b_568) | | | [180](#i7ccee73ac4024fb490e3ab9e35375c7b_568) | | |

| | | | [Note 22 Segment Reporting](#i7ccee73ac4024fb490e3ab9e35375c7b_583) | | | [182](#i7ccee73ac4024fb490e3ab9e35375c7b_583) | | |

| | | | [Note 24 Subsequent Events](#i7ccee73ac4024fb490e3ab9e35375c7b_601) | | | [189](#i7ccee73ac4024fb490e3ab9e35375c7b_601) | | |

| | | | [Glossary](#i7ccee73ac4024fb490e3ab9e35375c7b_637) | | | [190](#i7ccee73ac4024fb490e3ab9e35375c7b_637) | | |

| | | | [Defined Terms](#i7ccee73ac4024fb490e3ab9e35375c7b_640) | | | [190](#i7ccee73ac4024fb490e3ab9e35375c7b_640) | | |

| | | | [Acronyms](#i7ccee73ac4024fb490e3ab9e35375c7b_643) | | | [194](#i7ccee73ac4024fb490e3ab9e35375c7b_643) | | |

| Item 9B | | | [Other Information](#i7ccee73ac4024fb490e3ab9e35375c7b_652) | | | [195](#i7ccee73ac4024fb490e3ab9e35375c7b_652) | | |

| Item 11 | | | [Executive Compensation](#i7ccee73ac4024fb490e3ab9e35375c7b_661) | | | [196](#i7ccee73ac4024fb490e3ab9e35375c7b_661) | | |

| Item 16 | | | [Form 10-K Summary](#i7ccee73ac4024fb490e3ab9e35375c7b_682) | | | [203](#i7ccee73ac4024fb490e3ab9e35375c7b_682) | | |

| [SIGNATURES](#i7ccee73ac4024fb490e3ab9e35375c7b_685) | | | | | | [204](#i7ccee73ac4024fb490e3ab9e35375c7b_685) | | |

| 8 | | | [Loans](#i7ccee73ac4024fb490e3ab9e35375c7b_88) | | | [45](#i7ccee73ac4024fb490e3ab9e35375c7b_88) | | |

| 15 | | | [Details of Loans](#i7ccee73ac4024fb490e3ab9e35375c7b_121) | | | [59](#i7ccee73ac4024fb490e3ab9e35375c7b_121) | | |

| 20 | | | [Auto Loan Statistics](#i7ccee73ac4024fb490e3ab9e35375c7b_136) | | | [64](#i7ccee73ac4024fb490e3ab9e35375c7b_136) | | |

| 30 | | | [PNC Bank Notes Redeemed](#i7ccee73ac4024fb490e3ab9e35375c7b_169) | | | [72](#i7ccee73ac4024fb490e3ab9e35375c7b_169) | | |

| 43 | | | [Investment Securities Summary](#i7ccee73ac4024fb490e3ab9e35375c7b_277) | | | [116](#i7ccee73ac4024fb490e3ab9e35375c7b_277) | | |

| 48 | | | [Analysis of Loan Portfolio](#i7ccee73ac4024fb490e3ab9e35375c7b_298) | | | [120](#i7ccee73ac4024fb490e3ab9e35375c7b_298) | | |

| 49 | | | [Nonperforming Assets](#i7ccee73ac4024fb490e3ab9e35375c7b_301) | | | [121](#i7ccee73ac4024fb490e3ab9e35375c7b_301) | | |

| 53 | | | [Loan Modifications Granted to Borrowers Experiencing Financial Difficulty](#i7ccee73ac4024fb490e3ab9e35375c7b_313) | | | [128](#i7ccee73ac4024fb490e3ab9e35375c7b_313) | | |

| 54 | | | [Financial Effect of FDMs](#i7ccee73ac4024fb490e3ab9e35375c7b_316) | | | [129](#i7ccee73ac4024fb490e3ab9e35375c7b_316) | | |

| 55 | | | [Delinquency Status of FDMs](#i7ccee73ac4024fb490e3ab9e35375c7b_319) | | | [130](#i7ccee73ac4024fb490e3ab9e35375c7b_319) | | |

| 56 | | | [Subsequently Defaulted FDMs](#i7ccee73ac4024fb490e3ab9e35375c7b_322) | | | [131](#i7ccee73ac4024fb490e3ab9e35375c7b_322) | | |

| 57 | | | [Financial Impact and TDRs by Concession T](#i7ccee73ac4024fb490e3ab9e35375c7b_325)[ype](#i7ccee73ac4024fb490e3ab9e35375c7b_325) | | | [131](#i7ccee73ac4024fb490e3ab9e35375c7b_325) | | |

| 61 | | | [Non-Consolidated VIEs](#i7ccee73ac4024fb490e3ab9e35375c7b_343) | | | [134](#i7ccee73ac4024fb490e3ab9e35375c7b_343) | | |

| 62 | | | [Goodwill by Business Segment](#i7ccee73ac4024fb490e3ab9e35375c7b_349) | | | [135](#i7ccee73ac4024fb490e3ab9e35375c7b_349) | | |

| 67 | | | [Lessor Income](#i7ccee73ac4024fb490e3ab9e35375c7b_367) | | | [138](#i7ccee73ac4024fb490e3ab9e35375c7b_367) | | |

| 76 | | | [Time Deposits](#i7ccee73ac4024fb490e3ab9e35375c7b_400) | | | [140](#i7ccee73ac4024fb490e3ab9e35375c7b_400) | | |

| 77 | | | [Borrowed Funds](#i7ccee73ac4024fb490e3ab9e35375c7b_406) | | | [141](#i7ccee73ac4024fb490e3ab9e35375c7b_406) | | |

| 82 | | | [Dividends Per Share](#i7ccee73ac4024fb490e3ab9e35375c7b_430) | | | [145](#i7ccee73ac4024fb490e3ab9e35375c7b_430) | | |

PNC’s approach to cyber risk management, oversight and reporting is based on a well-structured information security [removed: program.][added: program which has been approved by PNC’s Board of Directors.]

The program [added: incorporates cyber risk considerations into day-to-day business activities and] is responsible for protecting information assets to achieve business objectives in a secure manner and designed to keep customers’ information and their funds safe and available.

PNC’s information security program is designed to [added: account for cybersecurity threats specifically targeting us and to] ensure that PNC follows industry guidance and security frameworks for data protection, system development security, identity and access management, incident management, threat and vulnerability management, security operations management and third- and fourth-party security.

PNC actively monitors and responds to the [added: identified risks and] overall cybersecurity threat landscape via active capabilities to share information and leverage intelligence, monitoring, and response capabilities across the security industry, which include cybersecurity threats, physical threats and fraud.

[removed: 30] [added: 26] The PNC Financial Services Group, Inc. – [removed: *2024] [added: *2025] Form 10-K*

PNC uses a three-lines-of-defense model where cybersecurity risk is managed and assessed by the first line of defense, led by the Chief Information Security Officer and the [removed: Director] [added: Head] of Technology [removed: and Security] Risk [removed: Management,] [added: Governance,] and the second line of defense which is led by the Chief Technology Risk [removed: Officer, who reports to] [added: Officer under] the [added: leadership of the] Chief Risk Officer.

In addition to the three lines of internal defense, PNC engages external consultants to assess and inform the program, as [removed: needed.][added: needed, and external assessors, consultants and auditors to review PNC’s program against those of industry peers.]

PNC’s information security program consists of policies and procedures for identifying new cyber risks and assessing their severity.

PNC also maintains an incident response plan designed to handle potential or actual cybersecurity events that could impact us and our personnel, data, systems and customers, which is reviewed and refined periodically.

Information regarding each of our executive officers as of February [removed: 20, 2025] [added: 19, 2026] is set forth below.

| [removed: Richard K. Bynum] [added: Stacy Juchno] | | | [removed: 54] [added: 50] | | | Executive Vice President and Chief Corporate Responsibility Officer | | | [removed: 2005] [added: 2009] | | |

| Louis R. Cestello | | | [removed: 62] [added: 63] | | | [removed: Regional] [added: Executive Vice] President [added: and Head of Regional Presidents] | | | 1990 | | |

| William S. Demchak | | | [removed: 62] [added: 63] | | | Chairman and Chief Executive Officer (b) | | | 2002 | | |

| [removed: Kieran J. Fallon] [added: Amy Wierenga] | | | [removed: 58] [added: 46] | | | Executive Vice President and Chief Risk Officer | | | [removed: 2011] [added: 2024] | | |

| Deborah Guild | | | [removed: 56] [added: 57] | | | Executive Vice President and Head of Technology | | | 2013 | | |

| Vicki C. Henn | | | [removed: 56] [added: 57] | | | Executive Vice President and Chief Human Resources Officer | | | 1994 | | |

| [removed: Stacy M. Juchno] [added: Michael Abriatis] | | | [removed: 49] [added: 57] | | | Executive Vice President and General Auditor | | | [removed: 2009] [added: 2003] | | |

| Gregory H. Kozich | | | [removed: 61] [added: 62] | | | Senior Vice President and Controller | | | 2010 | | |

| Laura [removed: L.] Long | | | [removed: 52] [added: 53] | | | Executive Vice President and General Counsel | | | 2006 | | |

| Stephanie Novosel | | | [removed: 57] [added: 58] | | | Executive Vice President and Head of Asset Management Group | | | 2000 | | |

| Alexander E. C. Overstrom | | | [removed: 41] [added: 42] | | | Executive Vice President and Head of Retail Banking | | | 2014 | | |

| [removed: E William Parsley, III] [added: Robert Q. Reilly] | | | [removed: 59] [added: 61] | | | Executive Vice President and Chief [removed: Operating] [added: Financial] Officer | | | [removed: 2003] [added: 1987] | | |

| [removed: Robert Q. Reilly] [added: Amanda Rosseter] | | | [removed: 60] [added: 57] | | | Executive Vice President and Chief [removed: Financial] [added: Communications and Brand] Officer | | | [removed: 1987] [added: 2021] | | |

| Michael D. Thomas | | | [removed: 53] [added: 54] | | | Executive Vice President and Head of Corporate & Institutional Banking | | | 1997 | | |

Biographical information for Mr. Demchak is included in “Election of Directors (Item 1)” in our Proxy Statement to be filed for the [removed: 2025] [added: 2026] annual meeting of shareholders.

[removed: Bynum] [added: Stacy Juchno] was appointed Executive Vice President [added: in April 2014] and Chief Corporate Responsibility Officer in [removed: August 2020.][added: February 2026.]

[removed: Fallon] [added: Amy Wierenga] was appointed Executive Vice President and Chief Risk Officer in [removed: February 2021.][added: September 2025.]

[removed: Juchno] [added: Michael Abriatis] was appointed Executive Vice President and General Auditor in [removed: April 2014.][added: February 2026.]

Prior to being named to her current position, Ms. Juchno [removed: previously served as] [added: held numerous management roles including General Auditor and] Senior Vice President and [added: Director of] Finance Governance and [removed: Oversight Director.][added: Oversight.]

[added: Laura] Long was appointed Executive Vice President and General Counsel in September 2024.

[removed: 32] [added: 28] The PNC Financial Services Group, Inc. – [removed: *2024] [added: *2025] Form 10-K*

| Mark Wiedman | | | 55 | | | President | | | 2025 | | |

Mr. Abriatis joined PNC in 2003 and has held numerous management positions.

Prior to being named to his current position, he served as Head of Non-Financial Risk Management for Independent Risk Management.

Mark Wiedman was appointed President in May 2025.

Prior to joining PNC in 2025, he spent 21 years at BlackRock where he most recently served as Senior Managing Director, head of the Global Client Business and a member of the Global Executive Committee.

Since joining PNC in 2024, she previously served as the Head of Financial and Model Risk for Independent Risk Management.

Prior to joining PNC, Ms. Wierenga served as Managing Director, Investments and Chief Risk Officer at GCM Grosvenor and Partner, Chief Risk Officer and Head of Risk & Construction at BlueMountain Capital Management.

| Amanda Rosseter | | | 56 | | | Executive Vice President and Chief Communications and Brand Officer | | | 2021 | | |

Richard K.

Prior to his appointment, he served as Regional President for PNC’s Greater Washington market from 2017 to 2020.

He previously served as a member of PNC’s Retail Executive Leadership team, where he led the Business Banking division.

Prior to that, he served as the Greater Washington Retail Market Executive from 2010 to 2014.

Kieran J.

Prior to his appointment, he served as Senior Deputy General Counsel with legal oversight responsibility for PNC’s government, regulatory affairs and enterprise risk, and as PNC’s primary regulator liaison.

Previously, he served as PNC’s Chief Counsel of Regulatory Affairs.

Prior to joining PNC in 2011, Mr. Fallon served as Associate General Counsel with the Board of Governors of the Federal Reserve System in Washington, D.C.

Stacy M.

Laura L.

E William Parsley, III was appointed Executive Vice President in February 2009 and was appointed Chief Operating Officer in February 2018.

Previously, he served as Treasurer and Chief Investment Officer starting in 2004 and Head of Consumer Lending starting in the spring of 2016.

Our common stock is listed on the New York Stock Exchange and is traded under the symbol “PNC.” At the close of business on February [removed: 11, 2025,] [added: 10, 2026,] there were [removed: 40,938] [added: 39,467] common shareholders of record.

PNC’s ability to pay or increase dividends or otherwise return capital to shareholders is subject to PNC’s compliance with its SCB, which is determined [removed: at least annually] through the Federal Reserve’s CCAR process as described in the Supervision and Regulation section in Item 1 of this Report.

PNC’s SCB for the four-quarter period beginning October 1, [removed: 2024] [added: 2025] is the regulatory minimum of 2.5%.

We include here by reference the information regarding our compensation plans under which PNC equity securities are authorized for issuance as of December 31, [removed: 2024] [added: 2025] in the table (with introductory paragraph and notes) in Item 12 of this Report.

Details of our repurchases of PNC common stock during the fourth quarter of [removed: 2024] [added: 2025] are included in the following table.

| [removed: 2024] [added: 2025] period In thousands, except per share data | | | Total shares purchased (a) | | | Average price paid per share | | | Total shares purchased as part of publicly announced programs (b) | | | Maximum number of shares that may yet be purchased under the programs (b) | | |

[removed: (b)Consistent] [added: Consistent] with [removed: the SCB] [added: this] framework, [removed: which allows for capital return in amounts in excess of the SCB minimum levels, our Board] [added: PNC had approximately 35%] of [removed: Directors has authorized a repurchase framework under] the [removed: previously approved repurchase program of up to] 100 million common [removed: shares, of which approximately 42% were] [added: shares] still available for repurchase at December 31, [removed: 2024.][added: 2025 under the repurchase program previously approved by our Board of Directors.]

First quarter [removed: 2025] [added: 2026] share repurchase activity is expected to approximate [removed: recent quarterly average share repurchase levels.][added: $600 million to $700 million.]

PNC’s SCB for the four-quarter period beginning October 1, [removed: 2024] [added: 2025] is the regulatory minimum of 2.5%.

Under the SCB framework, we repurchased [removed: 3.5] [added: 6.8] million shares in [removed: 2024] [added: 2025] and [removed: 4.0] [added: 3.5] million shares in [removed: 2023.][added: 2024.]

This graph shows the cumulative total shareholder return on our common stock during the five-year period ended December 31, [removed: 2024,] [added: 2025,] as compared with: [removed: (i)] [added: (1)] a selected [added: performance] peer group as set forth below and referred to as the “Peer Group”; [removed: (ii)] [added: (2)] an overall stock market index, the S&P 500 Index; and [removed: (iii)] [added: (3)] a published industry index, the KBW Bank Index.

The stock performance graph assumes that $100 was invested [removed: at market close] on December 31, [removed: 2019] [added: 2020] for the five-year period and that dividends were reinvested.

[removed: S&P 500 Banks is included] in the graph and table [removed: below] [added: above] for the purpose of providing comparative returns for the two [removed: indices.][added: groups.]

[removed: 34] [added: 30] The PNC Financial Services Group, Inc. – [removed: *2024] [added: *2025] Form 10-K*

[removed: ][added: ]

| | | | Base Period | | | Assumes $100 investment at Close of Market on December 31, [removed: 2019] [added: 2020] Total Return = Price change plus reinvestment of dividends | | | | | | | | | | | | | | | 5-Year Compound Growth Rate | | |

| | | | Dec. [removed: 2019 | | | Dec.] 2020 | | | Dec. 2021 | | | Dec. 2022 | | | Dec. 2023 | | | Dec. 2024 | | | [added: Dec. 2025] | | | [added: | | |]

[removed: The Peer Group for the preceding chart and table above consists of the following companies: Bank of America Corporation; Capital One Financial Corporation; Citizens Financial Group, Inc.;] Fifth Third Bancorp; JPMorgan Chase & Co.; KeyCorp; M&T Bank Corporation; [removed: Regions Financial Corporation;] The PNC Financial Services Group, Inc.; [removed: Truist Financial Corporation; U.S. Bancorp; and Wells Fargo & Company.][added: Regions]

Each yearly point for the Peer Group is determined by calculating the cumulative total shareholder return for each company in the Peer Group from December 31, [removed: 2019] [added: 2020] to December 31 of that year, or the last business day of that year (End of Month Dividend Reinvestment Assumed) and then using the median of these returns as the yearly value.

| October 1 – 31 | | | 452 | | | $ | 187.14 | | 437 | | | 36,443 | | |

| November 1 – 30 | | | 1,699 | | | $ | 186.06 | | 1,699 | | | 34,744 | | |

| December 1 – 31 | | | — | | | $ | — | | — | | | 34,744 | | |

| Total | | | 2,151 | | | $ | 186.29 | | 2,136 | | | | | |

(b)The SCB framework permits capital return in amounts in excess of SCB minimum levels.

| PNC | | | $ | 100 | | $ | 138.2 | | $ | 112.6 | | $ | 115.6 | | $ | 149.6 | | $ | 167.9 | | 10.9 | | % |

| S&P 500 Index | | | $ | 100 | | $ | 128.7 | | $ | 105.4 | | $ | 133.0 | | $ | 166.3 | | $ | 196.0 | | 14.4 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | |

| KBW Bank Index | | | $ | 100 | | $ | 138.3 | | $ | 108.7 | | $ | 107.8 | | $ | 147.9 | | $ | 196.0 | | 14.4 | | % |

| 2025 Peer Group | | | $ | 100 | | $ | 138.8 | | $ | 114.1 | | $ | 119.0 | | $ | 164.0 | | $ | 203.2 | | 15.2 | | % |

| 2026 Peer Group | | | $ | 100 | | $ | 136.9 | | $ | 118.6 | | $ | 118.6 | | $ | 159.9 | | $ | 202.1 | | 15.1 | | % |

Beginning in 2026, the Human Resources Committee of the Board has approved a new peer group to enhance comparability to peer

disclosures.

PNC’s 2026 peer group includes: Bank of America Corporation; Citizens Financial Group, Inc.; Huntington Bancshares;

Fifth Third Bancorp; JPMorgan Chase & Co.; KeyCorp; M&T Bank Corporation; Regions Financial Corporation; Truist Financial

Corporation; U.S. Bancorp; and Wells Fargo & Company.

PNC’s 2025 peer group includes: Bank of America Corporation; Capital One Financial Corporation; Citizens Financial Group, Inc.;

Financial Corporation; Truist Financial Corporation; U.S. Bancorp; and Wells Fargo & Company.

PNC’s 2025 peer group is included

| October 1 – 31 | | | 351 | | | $ | 179.94 | | 343 | | | 42,319 | | |

| November 1 – 30 | | | 341 | | | $ | 205.22 | | 341 | | | 41,978 | | |

| December 1 – 31 | | | 449 | | | $ | 198.89 | | 449 | | | 41,529 | | |

| Total | | | 1,141 | | | $ | 197.11 | | 1,133 | | | | | |

For the year ended December 31, 2024, to enhance comparability to peer disclosures, we have selected the KBW Bank Index to be used in place of the S&P 500 Banks in this comparison.

The KBW Bank Index is used by the majority of our peers and includes banking stocks representing the 24 leading national money centers, regional banks and thrift institutions.

| PNC | | | $ | 100 | | $ | 97.3 | | $ | 134.4 | | $ | 109.5 | | $ | 112.4 | | $ | 145.5 | | 7.8 | | % |

| S&P 500 Index | | | $ | 100 | | $ | 118.4 | | $ | 152.3 | | $ | 124.7 | | $ | 157.5 | | $ | 196.8 | | 14.5 | | % |

| S&P 500 Banks | | | $ | 100 | | $ | 86.2 | | $ | 116.8 | | $ | 94.4 | | $ | 104.7 | | $ | 144.7 | | 7.7 | | % |

| KBW Bank Index | | | $ | 100 | | $ | 89.7 | | $ | 124.1 | | $ | 97.5 | | $ | 96.7 | | $ | 132.6 | | 5.8 | | % |

| Peer Group | | | $ | 100 | | $ | 91.1 | | $ | 126.3 | | $ | 99.2 | | $ | 103.7 | | $ | 143.4 | | 7.5 | | % |

This Peer Group was approved for 2024 by the Board’s Personnel and Compensation Committee, and the Committee has approved the same peer group for 2025.

| [Reports of Independent Registered Public Accounting [removed: Firm](#i7ccee73ac4024fb490e3ab9e35375c7b_217)] [added: Firm](#ie5f94e3309184c9e98b370638d811af4_250)] (PCAOB ID: 238) | | | | | | | | | | | | [removed: [89](#i7ccee73ac4024fb490e3ab9e35375c7b_217)] [added: [82](#ie5f94e3309184c9e98b370638d811af4_250)] | | |

| [Consolidated Income [removed: Statement](#i7ccee73ac4024fb490e3ab9e35375c7b_220)] [added: Statement](#ie5f94e3309184c9e98b370638d811af4_253)] | | | | | | | | | | | | [removed: [91](#i7ccee73ac4024fb490e3ab9e35375c7b_220)] [added: [84](#ie5f94e3309184c9e98b370638d811af4_253)] | | |

| [Consolidated Statement of Comprehensive [removed: Income](#i7ccee73ac4024fb490e3ab9e35375c7b_223)] [added: Income](#ie5f94e3309184c9e98b370638d811af4_256)] | | | | | | | | | | | | [removed: [92](#i7ccee73ac4024fb490e3ab9e35375c7b_223)] [added: [85](#ie5f94e3309184c9e98b370638d811af4_256)] | | |

| [Consolidated Balance [removed: Sheet](#i7ccee73ac4024fb490e3ab9e35375c7b_226)] [added: Sheet](#ie5f94e3309184c9e98b370638d811af4_259)] | | | | | | | | | | | | [removed: [93](#i7ccee73ac4024fb490e3ab9e35375c7b_226)] [added: [86](#ie5f94e3309184c9e98b370638d811af4_259)] | | |

| [Consolidated Statement of Changes in [removed: Equity](#i7ccee73ac4024fb490e3ab9e35375c7b_229)] [added: Equity](#ie5f94e3309184c9e98b370638d811af4_262)] | | | | | | | | | | | | [removed: [94](#i7ccee73ac4024fb490e3ab9e35375c7b_229)] [added: [87](#ie5f94e3309184c9e98b370638d811af4_262)] | | |

| [Consolidated Statement of Cash [removed: Flows](#i7ccee73ac4024fb490e3ab9e35375c7b_235)] [added: Flows](#ie5f94e3309184c9e98b370638d811af4_268)] | | | | | | | | | | | | [removed: [95](#i7ccee73ac4024fb490e3ab9e35375c7b_235)] [added: [88](#ie5f94e3309184c9e98b370638d811af4_268)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i7ccee73ac4024fb490e3ab9e35375c7b_238)] [added: Statements](#ie5f94e3309184c9e98b370638d811af4_271)] | | | | | | | | | | | | [removed: [97](#i7ccee73ac4024fb490e3ab9e35375c7b_238)] [added: [90](#ie5f94e3309184c9e98b370638d811af4_271)] | | |

[removed: 88] [added: 82] The PNC Financial Services Group, Inc. – [removed: *2024] [added: *2025] Form 10-K*

We have audited the accompanying consolidated balance sheet of The PNC Financial Services Group, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As described in Notes 1 and 3 to the consolidated financial statements, the allowance for loan and lease losses was [removed: $4,486] [added: $4,410] million as of December 31, [removed: 2024,] [added: 2025,] of which [removed: $3,148] [added: $3,089] million relates to commercial loans.

These procedures also included, among others, (i) testing management’s process for determining the allowance for loan and lease losses for commercial loans, (ii) testing the completeness and accuracy of certain data used in the estimate, and (iii) the involvement of professionals with specialized skill and knowledge to assist in evaluating (a) the appropriateness of certain methodologies and commercial loss forecasting models used by management, (b) the reasonableness of certain borrower risk characteristics, (c) the reasonableness of certain economic forecast scenarios, including Real GDP and the [removed: US] [added: U.S.] unemployment rate, (d) the reasonableness of management’s weighting given to each economic forecast scenario used in the loss forecasting models, and (e) certain qualitative reserves made to the model output results to determine the overall allowance for loan and lease losses for commercial loans.

[removed: February 21,] [added: |] 2025 [added: | | | $ | 32 | | | | | $ | (41) | | | | | $ | (9) | | | | | $ | (2) | | | | |]

[removed: 90] [added: 84] The PNC Financial Services Group, Inc. – [removed: *2024] [added: *2025] Form 10-K*

| In millions, except per share data | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Loans | | | $ | [removed: 19,346] [added: 18,472] | | | | | $ | [removed: 18,299] [added: 19,346] | | | | | $ | [removed: 11,795] [added: 18,299] | |

| Investment securities | | | [removed: 4,123] [added: 4,674] | | | | | | [removed: 3,545] [added: 4,123] | | | | | | [removed: 2,726] [added: 3,545] | | |

| Other | | | [removed: 2,915] [added: 2,161] | | | | | | [removed: 2,464] [added: 2,915] | | | | | | [removed: 915] [added: 2,464] | | |

| Total interest income | | | [removed: 26,384] [added: 25,307] | | | | | | [removed: 24,308] [added: 26,384] | | | | | | [removed: 15,436] [added: 24,308] | | |

| Deposits | | | [removed: 8,401] [added: 7,497] | | | | | | [removed: 6,609] [added: 8,401] | | | | | | [removed: 1,267] [added: 6,609] | | |

| Borrowed funds | | | [removed: 4,484] [added: 3,400] | | | | | | [removed: 3,783] [added: 4,484] | | | | | | [removed: 1,155] [added: 3,783] | | |

| Total interest expense | | | [removed: 12,885] [added: 10,897] | | | | | | [removed: 10,392] [added: 12,885] | | | | | | [removed: 2,422] [added: 10,392] | | |

| Net interest income | | | [removed: 13,499] [added: 14,410] | | | | | | [removed: 13,916] [added: 13,499] | | | | | | [removed: 13,014] [added: 13,916] | | |

| Asset management and brokerage | | | [removed: 1,485] [added: 1,597] | | | | | | [removed: 1,412] [added: 1,485] | | | | | | [removed: 1,444] [added: 1,412] | | |

| Capital markets and advisory | | | [removed: 1,250] [added: 1,548] | | | | | | [removed: 952] [added: 1,250] | | | | | | [removed: 1,296] [added: 952] | | |

| Card and cash management | | | [removed: 2,770] [added: 2,899] | | | | | | [removed: 2,733] [added: 2,770] | | | | | | [removed: 2,633] [added: 2,733] | | |

| Lending and deposit services | | | [removed: 1,259] [added: 1,310] | | | | | | [removed: 1,233] [added: 1,259] | | | | | | [removed: 1,134] [added: 1,233] | | |

| Residential and commercial mortgage | | | [removed: 581] [added: 571] | | | | | | [removed: 625] [added: 581] | | | | | | [removed: 647] [added: 625] | | |

| Gain on Visa shares exchange program | | | [removed: 754] [added: —] | | | | | | [added: 754] | | | | | | [added: —] | | |

| Securities gains (losses) | | | [removed: (500)] [added: (9)] | | | | | | [removed: (2)] [added: (500)] | | | | | | [removed: (7)] [added: (2)] | | |

| Other | | | [removed: 457] [added: 773] | | | | | | [removed: 621] [added: 457] | | | | | | [removed: 959] [added: 621] | | |

| Total other income | | | [removed: 711] [added: 764] | | | | | | [removed: 619] [added: 711] | | | | | | [removed: 952] [added: 619] | | |

| Total noninterest income | | | [removed: 8,056] [added: 8,689] | | | | | | [removed: 7,574] [added: 8,056] | | | | | | [removed: 8,106] [added: 7,574] | | |

| Total revenue | | | [removed: 21,555] [added: 23,099] | | | | | | [removed: 21,490] [added: 21,555] | | | | | | [removed: 21,120] [added: 21,490] | | |

| Provision For Credit Losses | | | [removed: 789] [added: 779] | | | | | | [removed: 742] [added: 789] | | | | | | [removed: 477] [added: 742] | | |

| Personnel | | | [removed: 7,302] [added: 7,782] | | | | | | [removed: 7,428] [added: 7,302] | | | | | | [removed: 7,244] [added: 7,428] | | |

| Occupancy | | | [removed: 954] [added: 962] | | | | | | [removed: 982] [added: 954] | | | | | | [removed: 992] [added: 982] | | |

| Equipment | | | [removed: 1,527] [added: 1,606] | | | | | | [removed: 1,411] [added: 1,527] | | | | | | [removed: 1,395] [added: 1,411] | | |