8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

May 14, 2021

Date of Report (Date of earliest event reported)

THE PNC FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

Commission File Number 001-09718

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

The Tower at PNC Plaza

300 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2401

(Address of principal executive offices, including zip code)

(888) 762-2265

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange     on Which Registered
Common Stock, par value $5.00	PNC	New York Stock Exchange
Depositary Shares Each Representing a 1/4,000 Interest in a Share of Fixed-to-     Floating Rate Non-Cumulative Perpetual Preferred Stock, Series P	PNC P	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events

On May 14, 2021, The PNC Financial Services Group, Inc. (“PNC”) issued a press release announcing it has received regulatory approval from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency to acquire BBVA USA Bancshares, Inc., including its U.S. banking subsidiary, BBVA USA. The regulatory approval process also included approvals from the Banking Departments of the States of Alabama and Texas. The planned acquisition was previously disclosed in PNC’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on November 16, 2020 and November 19, 2020. The transaction is expected to close on June 1, 2021, pending satisfaction of customary closing conditions. A copy of the press release is attached as Exhibit 99.1 to this Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number	Description	Method of Filing
99.1	Press Release dated May 14, 2021	Furnished herewith
104	The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		THE PNC FINANCIAL SERVICES GROUP, INC. (Registrant)
Date:	May 17, 2021	By:	/s/ Gregory H. Kozich
			Gregory H. Kozich
			Senior Vice President and Controller

 

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EX-99.1

CONTACTS MEDIA: Marcey Zwiebel (412) 762-4550 media.relations@pnc.com INVESTORS: Bryan Gill (412) 768-4143 investor.relations@pnc.com PNC RECEIVES REGULATORY APPROVAL FOR ACQUISITION OF BBVA USA PITTSBURGH, May 14, 2021 – The PNC Financial Services Group, Inc. (NYSE: PNC) today announced receipt of regulatory approval from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency to complete the previously announced acquisition of BBVA USA Bancshares, Inc., including its U.S. banking subsidiary, BBVA USA. The regulatory approval process also included approvals from the Banking Departments of the States of Alabama and Texas. No further regulatory approvals are required to complete the acquisition and merger of PNC Bank and BBVA USA. The acquisition is anticipated to close June 1, 2021, pending satisfaction of customary closing conditions. Upon closing, PNC will be the fifth largest U.S. commercial bank with over $560 billion in assets and a presence in 29 of the 30 largest markets in the U.S. After closing, PNC will provide BBVA USA customers comprehensive information relating to the anticipated conversion of their accounts in October 2021. Until conversion, customers will continue be served through their respective BBVA USA and PNC branches, website and mobile apps. “We are pleased to have received regulatory approval of our acquisition that will accelerate our growth trajectory and drive long-term shareholder value,” said William S. Demchak, PNC chairman, president and chief executive officer. “With common cultures and values and a shared commitment to our customers, employees and communities, we look forward to bringing PNC’s industry-leading technology and innovative products and services to new markets and clients.” The PNC Financial Services Group, Inc. is one of the largest diversified financial services institutions in the United States, organized around its customers and communities for strong relationships and local delivery of retail and business banking including a full range of lending products; specialized services for corporations and government entities, including corporate banking, real estate finance and asset-based lending; wealth management and asset management. For information about PNC, visit www.pnc.com. - more - Exhibit 99.1

PNC Receives Regulatory Approval For Acquisition of BBVA USA – Page 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This press release contains forward-looking statements regarding our outlook or expectations with respect to the planned acquisition of BBVA USA Bancshares, Inc. (“BBVA USA Holdco”), the combination of BBVA USA Holdco into PNC and BBVA USA into PNC Bank, and the impact of the transaction on PNC's future performance. Forward- looking statements are necessarily subject to numerous assumptions, risks and uncertainties, which change over time. Future events or circumstances may change our outlook and may also affect the nature of the assumptions, risk and uncertainty to which our forward-looking statements are subject. The forward-looking statements in this press release speak only as of the date of this press release, and we assume no duty, and do not undertake any obligation, to update them. Actual results or future events could differ, possibly materially, from those that we anticipated in these forward- looking statements. As a result, we caution against placing undue reliance on any forward-looking statements. Forward-looking statements in this press release are subject to the following risks and uncertainties related both to the acquisition transaction itself and to the integration of the acquired business into PNC after closing: the business of BBVA USA Holdco, including BBVA USA, going forward may not perform as we currently project or in a manner consistent with historical performance and, as a result, the anticipated benefits of the transaction may be significantly more difficult or take longer to achieve than expected or may not be achieved in their entirety; the combination of BBVA USA Holdco, including BBVA USA, with PNC and PNC Bank, respectively, may be more difficult to achieve than anticipated or have unanticipated adverse results; and completion of the transaction is dependent on the satisfaction of customary closing conditions, which cannot be assured. These forward-looking statements are also subject to the principal risks and uncertainties applicable to our businesses generally that are disclosed in PNC's 2020 Form 10-K and first quarter 2021 Form 10-Q and in PNC's subsequent SEC filings. Our SEC filings are accessible on the SEC's website at www.sec.gov and on our corporate website at www.pnc.com/secfilings. We have included these web addresses as inactive textual references only. Information on these websites is not part of this document. # # #

XML

Cover Page	May 14, 2021	Apr. 14, 2021
Entity Information [Line Items]
Written Communications	false
Entity Incorporation, State or Country Code	PA
Document Type	8-K
Entity Central Index Key		0000713676
Amendment Flag		false
Entity Registrant Name	PNC FINANCIAL SERVICES GROUP, INC.
Entity File Number	001-09718
Entity Tax Identification Number	25-1435979
Entity Address, Address Line One	300 Fifth Avenue
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15222-2401
City Area Code	888
Local Phone Number	762-2265
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Document Period End Date	May 14, 2021
NEW YORK STOCK EXCHANGE, INC. [Member] | Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $5.00
Trading Symbol	PNC
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. [Member] | Series P Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares Each Representing a 1/4,000 Interest in a Share of Fixed-to-    Floating Rate Non-Cumulative Perpetual Preferred Stock, Series P
Trading Symbol	PNC P
Security Exchange Name	NYSE