Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

2K characters. Original on sec.gov · Markdown

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

None.

The PNC Financial Services Group, Inc. – Form 10-Q 93

Equity Security Repurchases

Details of our repurchases of PNC common stock during the first quarter of 2026 are included in the following table.


2026 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)
January 1 - 31	669	$	222.42	667	34,077
February 1 - 28	1,456	$	229.84	935	33,142
March 1 - 31	1,595	$	205.42	1,592	31,550
Total	3,720	$	218.03	3,194

(a)Includes PNC common stock purchased in connection with our various employee benefit plans generally related to forfeitures of unvested restricted stock awards and shares used to cover employee payroll tax withholding requirements. See Note 16 Employee Benefit Plans and Note 17 Stock Based Compensation Plans in our 2025 Form 10-K, which include additional information regarding our employee benefit and equity compensation plans that use PNC common stock.

(b)The SCB framework permits capital return in amounts in excess of SCB minimum levels. Consistent with this framework, PNC had approximately 32% of the 100 million common shares still available for repurchase at March 31, 2026 under the repurchase program previously approved by our Board of Directors. Share repurchase activity in the second quarter of 2026 is expected to approximate $600 million to $700 million. PNC may adjust share repurchase activity depending on market and economic conditions, as well as other factors. PNC's SCB beginning October 1, 2025 through September 30, 2027 is the regulatory minimum of 2.5%.

Previous: Item 1A. RISK FACTORS · Next: Item 5. OTHER INFORMATION