PNC FINANCIAL SERVICES GROUP, INC. (PNC) Business

ITEM 1 – BUSINESS

Business Overview

The PNC Financial Services Group, Inc. is a financial services holding company headquartered in Pittsburgh, Pennsylvania and one of the largest diversified financial institutions in the U.S. PNC has businesses engaged in retail banking, corporate and institutional banking and asset management, providing many of our products and services nationally. 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 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, 2025, our consolidated total assets, total deposits and total shareholders’ equity were $573.6 billion, $440.9 billion and $60.6 billion, respectively.

We were incorporated under the laws of the Commonwealth of Pennsylvania in 1983 with the consolidation of Pittsburgh National Corporation and Provident National Corporation. Since 1983, we have diversified our geographical presence, business mix and product capabilities through organic growth, strategic bank and non-bank acquisitions and equity investments, and the formation of various non-banking subsidiaries. We primarily conduct our business through our primary domestic bank subsidiary, PNC Bank, a national banking association chartered and located in Wilmington, Delaware. We offer a broad range of deposit, credit and fee-based products and services to serve our customers. 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. See Note 22 Segment Reporting for additional details regarding our business segments, products and services.

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.

Subsidiaries

Our corporate legal structure at December 31, 2025 consisted of one domestic bank subsidiary, including its subsidiaries, and 52 active non-bank subsidiaries, in addition to various affordable housing investments and historic rehabilitation investments. For additional information on certain of our subsidiaries, see Exhibit 21 to this Report.

Supervision and Regulation

The PNC Financial Services Group, Inc., is a BHC under the BHC Act that has elected to be an FHC under the GLB Act. We are subject to numerous governmental regulations, some of which are highlighted below. See Note 19 Regulatory Matters for additional information regarding our regulatory matters.

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

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.

Comprehensive examinations by our many regulators consider not only compliance with applicable laws, regulations and supervisory policies of the 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 federal bank regulators 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. The federal bank regulators generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity and take enforcement 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 our operations.

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.

We also are subject to regulation by the SEC by virtue of our status as a public company and by the SEC and the CFTC due to the nature of some of our businesses. Our businesses with operations outside the U.S. also are subject to the laws and regulations of the foreign jurisdictions in which they do business.

The scope of the laws and regulations and the intensity of supervision to which we are subject are continually under review. New legislation, administration changes, changes in rules promulgated by federal bank regulators, other federal and state regulatory authorities and self-regulatory organizations, or rescissions, withdrawals, or changes in the interpretation, application, or enforcement of existing laws and 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 potential material change. For additional information on the impact of the regulatory environment on us and the financial services industry, see Item 1A Risk Factors in this Report.

There are numerous rules governing the regulation of financial services institutions and their holding companies. Accordingly, the following discussion is general in nature and does not purport to be complete or to describe all of the laws, regulations and policies that apply to us. The regulatory framework applicable to financial services institutions and their holding companies is not intended primarily to protect our shareholders and our non-customer creditors, but rather to protect our customers (including depositors), the DIF, the financial markets, and the U.S. banking and financial system in general.

Banking Regulation and Supervision

Regulatory Capital Requirements. PNC and PNC Bank are subject to the regulatory capital requirements under the U.S. Basel III capital rules adopted by the Federal Reserve, for PNC, and by the OCC, for the Bank. The regulatory capital rules establish minimum requirements for the 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 ratios of its regulatory capital to measures of assets and other exposures, referred to as leverage capital requirements.

The federal banking agencies currently tailor the capital, liquidity and enhanced prudential requirements for banking organizations based on the asset size and risk profile (as measured by certain regulatory metrics) of the banking organization. The classification of any bank subsidiary of a BHC generally follows that of its parent BHC. PNC and PNC Bank currently are Category III 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 the current rules, if PNC exceeds any of these thresholds or becomes a GSIB, PNC and PNC Bank would become a Category I or II institution and be subject to more stringent capital and liquidity standards. PNC’s acquisition of FirstBank did not affect PNC’s classification as a Category III banking organization.

The regulatory capital rules generally divide regulatory capital into three components: CET1 capital, additional tier 1 capital (which, together with CET1 capital, comprises tier 1 capital) and tier 2 capital. CET1 capital is generally common stock, retained earnings, and

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qualifying minority interests less required deductions. As permitted, PNC and PNC Bank have elected to exclude AOCI related to both available-for-sale securities and pension and other post-retirement plans from CET1 capital. Additional tier 1 capital generally includes, among other things, perpetual preferred stock and qualifying minority interests, less required deductions. Tier 2 capital generally comprises qualifying subordinated debt and, subject to certain quantitative limits, ACL, less any required deductions from tier 2 capital. The regulatory capital rules limit the extent to which minority interests in consolidated subsidiaries may be included in regulatory capital. Total capital is the sum of tier 1 capital and tier 2 capital.

In calculating regulatory capital, PNC and PNC Bank must deduct a number of components. 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. PNC and PNC Bank are required to use the standardized approach for determining risk-weighted assets for purposes of calculating the risk-based capital ratios.

Under the Basel III capital rules, PNC and PNC Bank must maintain a minimum CET1 ratio of 4.5%, a tier 1 capital ratio of 6.0%, and a total capital ratio of 8.0% to be considered “adequately capitalized.” As described below, PNC is also subject to the Federal Reserve’s CCAR process and must hold a SCB, which must be satisfied solely with CET1. PNC’s SCB for the four-quarter period beginning October 1, 2025 is 2.5%. While PNC Bank is not subject to a SCB, PNC Bank is required to maintain a capital conservation buffer in the form of CET1 equal to a fixed 2.5% of risk-weighted assets.

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 distributions. As a result, to avoid limitations on capital distributions and certain discretionary incentive compensation payments, PNC and PNC Bank must maintain a CET1 capital ratio of at least 7.0%, a tier 1 capital ratio of at least 8.5%, and a total capital ratio of at least 10.5%.

The Federal Reserve and OCC can also supplement the SCB or capital conservation buffer levels 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.

The regulatory capital rules also require that banking organizations maintain a minimum amount of tier 1 capital as compared to average consolidated assets, referred to as the leverage ratio, of 4.0%. Category III banking organizations also must maintain a minimum amount of tier 1 capital as compared to total leverage exposure, referred to as the supplementary leverage ratio, of 3.0%. As of December 31, 2025, the leverage and supplementary leverage ratios of PNC and PNC Bank were above the required minimum level.

PNC and PNC Bank are not currently subject to the additional CET1 capital surcharge, minimum long-term debt requirement, minimum total loss-absorbing capacity or enhanced supplementary leverage ratio requirements that apply to U.S. GSIBs. In August 2023, the federal banking agencies proposed rules that would require Category II, III, and IV bank holding companies and banks to issue and maintain minimum amounts of long-term debt that satisfy certain requirements. Additionally, Category II, III, and IV bank holding companies would be subject to “clean holding company” requirements, which would prohibit such companies from entering into certain financial arrangements and cap certain liabilities. PNC, as a Category III holding company, and PNC Bank would be subject to the proposed rules. If the long-term debt rules were finalized in their current form, we would expect to achieve compliance through normal course funding. These proposed rules have not been finalized, and their future state is unclear.

Failure to meet applicable capital requirements could subject a banking organization to a variety of enforcement remedies available to the federal banking agencies, including limitations on capital distributions, the issuance of a capital directive to increase capital and, in severe cases, the termination of deposit insurance by the FDIC and the appointment of a conservator or receiver. 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, tier 1 and total risk-based capital ratios; (ii) the institution’s leverage ratio; and (iii) for the definitions of “adequately capitalized” and “undercapitalized,” the institution’s supplementary leverage ratio (if applicable). Business activities may also be affected by an institution’s capital classification. For example, PNC and PNC Bank must remain “well capitalized” for PNC to continue to take advantage of FHC status as described below.

At December 31, 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 federal banking agencies proposed a rule 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 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

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calculating risk-weighted assets. Among other impacts, PNC and PNC Bank would be required to recognize most elements of AOCI in regulatory capital and would be subject to more punitive deductions from CET1 for MSRs, deferred tax assets and investments in certain unconsolidated financial institutions. The agencies are expected to repropose the rule in 2026.

Stress Testing and Capital Planning. 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.

As part of the CCAR process, the Federal Reserve undertakes a supervisory assessment of the capital planning process of BHCs, including PNC, that have $100 billion or more in total consolidated assets. This capital planning assessment is based on a review of a comprehensive capital plan submitted to the Federal Reserve that describes the Company’s planned capital actions, such as plans to pay or increase common stock dividends, engage in common stock repurchase programs, or issue or redeem preferred stock or other regulatory capital instruments during a nine quarter review period, as well as the results of stress tests conducted by both the company and the Federal Reserve under different hypothetical macroeconomic scenarios, including a supervisory severely adverse scenario provided by the Federal Reserve. Based on PNC’s performance under the Federal Reserve’s supervisory stress tests as part of CCAR 2025, PNC’s SCB for the four-quarter period beginning October 1, 2025, is the regulatory minimum of 2.5%.

As a Category III institution, PNC must also conduct a company-run DFAST stress test in even numbered years and release PNC’s projections of certain revenue, loss and capital results from the exercise under the agencies’ hypothetical supervisory severely adverse macroeconomic scenario and applying the agencies’ DFAST capital action assumptions. As part of the DFAST and annual CCAR processes, the Federal Reserve discloses certain revenue, loss and capital results from its supervisory stress testing exercises for each participating firm.

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.

Regulatory Liquidity Standards and Liquidity Risk Management Requirements. The Basel Committee’s Basel III framework also includes short-term liquidity standards and long-term funding standards, the LCR and NSFR, respectively, as implemented by the Federal Reserve and OCC.

The U.S. banking agencies’ LCR rules are designed to ensure that covered banking organizations maintain an adequate level of cash and high-quality liquid assets to meet estimated net liquidity needs in a short-term stress scenario lasting 30 days. The NSFR is designed to measure the stability of the maturity structure of assets and liabilities of banking organizations over a one-year time horizon.

As Category III institutions with less than $75 billion in weighted short-term wholesale funding, PNC and PNC Bank are subject to reduced LCR and NSFR requirements, with each company’s LCR net cash outflows and NSFR required stable funding (as calculated under the rules) reduced by 15%, thereby reducing the amount of high-quality liquid assets or available stable funding each institution must hold to meet the LCR and NSFR minimum requirements, respectively.

The Federal Reserve also requires PNC to publicly disclose certain quantitative and qualitative measures of its LCR- and NSFR-related liquidity profile, including major components used to calculate the LCR and NSFR and a qualitative discussion of PNC’s LCR and NSFR drivers and results.

Additionally, as a Category III institution, PNC must, among other things, conduct internal liquidity stress tests over a range of time horizons, maintain a 30-day buffer of high-quality liquid assets, and maintain a contingency funding plan that meets certain requirements.

For additional discussion of regulatory liquidity requirements, refer to the Liquidity and Capital Management portion of the Risk Management section in Item 7 of this Report.

Dividend Restrictions. The PNC Financial Services Group, Inc. is a legal entity separate and distinct from its subsidiaries. The principal source of our liquidity at the parent company level is dividends and other capital distributions from PNC Bank. PNC Bank is

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subject to various restrictions on its ability to pay dividends to PNC Bancorp, Inc., its direct parent, which is a wholly-owned direct subsidiary of The PNC Financial Services Group, Inc. PNC Bank also is subject to federal laws limiting extensions of credit to its parent holding company and non-bank affiliates as discussed in Note 19 Regulatory Matters. Further information on bank level liquidity and parent company liquidity is also available in the Liquidity and Capital Management portion of the Risk Management section in Item 7 of this Report.

Source of Strength. Federal Reserve rules provide that a BHC is expected to serve as a source of financial strength to its subsidiary banks and to commit resources to support such banks if necessary, including when directed to do so by the Federal Reserve. In addition, Dodd-Frank requires that the Federal Reserve jointly adopt new rules with the OCC and the FDIC to implement this source of strength requirement. The agencies have yet to propose these rules, but they may do so in the future.

Enhanced Prudential Standards. Under Federal Reserve rules, PNC and other BHCs with total consolidated assets of $100 billion or more are subject to various enhanced prudential standards related to liquidity risk management and overall risk management. For PNC, these rules, among other things, establish liquidity stress testing requirements (discussed above), limitations on PNC’s aggregate net credit exposures to any single, unaffiliated company, and certain oversight and governance responsibilities for PNC’s Chief Risk Officer, the Board of Directors and the Risk Committee of the Board of Directors.

The Federal Reserve may continue to develop the set of enhanced prudential standards that apply to large BHCs in order to further promote the resiliency of such firms and the U.S. financial system. For additional information, see Item 1A Risk Factors of this Report.

Additional Powers Under the GLB Act. The GLB Act permits a qualifying BHC, such as PNC, to become a FHC and thereby engage in, or affiliate with companies engaging in, a broader range of financial activities than would otherwise be permitted for a BHC. Among other activities, we currently rely on our status as an FHC to conduct merchant banking activities and securities underwriting and market-making activities. 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.

In addition, the GLB Act permits PNC Bank to engage in expanded activities through a “financial subsidiary.” PNC Bank may also generally engage through a financial subsidiary in any activity that is determined to be financial in nature or incidental to a financial activity by the Secretary of the Treasury, in consultation with the Federal Reserve (other than insurance underwriting activities, insurance company investment activities and merchant banking). In order to establish a financial subsidiary, a national bank and each of its depository institution affiliates must be “well capitalized” and “well managed” and the national bank and each of its depository institution affiliates must have a CRA rating of “Satisfactory” or better.

If an FHC or a national bank with a financial subsidiary fails to continue to meet the applicable “well capitalized” or “well managed” criteria, the FHC or national bank must enter into an agreement with the Federal Reserve or the OCC, respectively, that, among other things, identifies how the capital or management deficiencies will be corrected. Until such deficiencies are corrected, the relevant agency may impose limits or conditions on the activities of the company or bank, and the company or bank may not engage in, or acquire a company engaged in, the types of expanded activities only permissible for an FHC or financial subsidiary without prior approval of the relevant agency.

In addition, an FHC generally may not engage in a new financial activity authorized by the GLB Act, or acquire a company engaged in such a new activity, if any of its insured depository institutions receives a CRA rating of less than “Satisfactory.” A national bank’s financial subsidiary generally may not engage in a new financial activity authorized by the GLB Act, or acquire a company engaged in such a new financial activity, if the national bank or any of its insured depository institution affiliates received a CRA rating of less than “Satisfactory.”

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. In addition, the Fair Credit Reporting Act regulates the sharing of certain consumer information among affiliated companies and, depending on the type and purpose of the information, provides consumers with the right to opt out of such sharing. The GLB Act and other laws also require PNC to implement a comprehensive information security program. Security and privacy policies and procedures for the protection of personal and confidential information are in effect across all of the organization’s businesses and geographic locations. The sharing, use, collection, disclosure, and other processing of these types of information are governed by increasingly stringent and evolving legislation and regulations, the intent of which is to protect the privacy of personal information, including personal financial information. We may become subject to new legislation or regulations concerning cybersecurity and data privacy.

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Volcker Rule. The Volcker Rule and its implementing regulations prohibit banking entities from engaging in short-term trading as principal and having certain ownership interests in and relationships with hedge funds, private equity funds, and certain other private funds (together, “covered funds”), unless an exemption or exception applies. For example, the exemptions under the Volcker Rule allow banking entities to trade as principal for securities underwriting, market-making and risk-mitigating hedging purposes, subject to a variety of conditions. PNC maintains compliance programs to comply with the restrictions of the Volcker Rule.

Federal Reserve and OCC Supervision and Enforcement. The federal banking agencies possess broad powers to take corrective action as deemed appropriate based on the actions, operations or risk management programs of a BHC, an insured depository institution or their subsidiaries. The Federal Reserve and the OCC have the ability to take enforcement action against PNC and PNC Bank, respectively, to prevent and remedy acts and practices that the agencies determine to be unfair or deceptive. A finding that we have engaged in a deceptive act or practice may have collateral consequences on our ability to rely on certain exemptions in, or take advantage of certain provisions of, the securities laws absent a government waiver of such restrictions.

Moreover, less than satisfactory examination ratings, lower capital or liquidity ratios than peer group institutions, or regulatory concerns regarding management, controls, assets, operations or other factors can all potentially result in practical limitations on the ability of a bank or BHC to engage in new activities, grow, acquire new businesses, make capital distributions or continue to conduct existing activities.

OCC Heightened Standards. The OCC has established guidelines setting forth certain heightened risk management and governance standards for large national banks, including PNC Bank. The guidelines, among other things, establish minimum standards for the design and implementation of a risk governance framework, describe the appropriate risk management roles and responsibilities of front line units, independent risk management, internal audit, and the board of directors, and provide that a covered bank should have a comprehensive written statement that articulates its risk appetite and serves as a basis for the framework. In December 2025, the OCC issued a notice of proposed rulemaking that would increase the threshold at which the heightened standards apply from $50 billion to $700 billion in average total consolidated assets.

Transactions with Affiliates. Sections 23A and 23B of the Federal Reserve Act and the Federal Reserve’s implementing regulation, Regulation W, place quantitative and qualitative restrictions on covered transactions between a bank and its affiliates. Covered transactions include, among other things, extensions of credit, guarantees, and purchases of assets. Transactions with affiliates are also generally required to be on arm’s length, market-prevailing terms.

Extensions of Credit to Executive Officers, Directors, or Principal Shareholders. The Federal Reserve Act and Federal Reserve regulations also place quantitative limitations and conditions on extensions of credit by a bank to its executive officers, directors, or principal shareholders and their related interests (including any company controlled by such persons). Generally, extensions of credit by a bank to such individuals, companies and related interests must comply with certain individual and aggregate lending limits, as well as procedural and qualitative requirements.

Debit Card Interchange Fees and Transaction Processing. The Federal Reserve is required to establish standards for assessing whether the amount of any interchange fee received by a debit card issuer such as PNC Bank is reasonable and proportional to the cost incurred by the issuer, subject to certain adjustments. The Federal Reserve implemented these standards through Regulation II, which limits the interchange fee an issuer may charge based on three components, and remains subject to ongoing litigation. In 2023, the Federal Reserve proposed revisions to the three components of the interchange fee cap. We expect the 2023 proposed rule, if finalized in its current form, will reduce PNC Bank’s interchange fee revenue. Additionally, we may become subject to new legislation or regulations concerning our card business that could affect our operations and profitability, such as laws capping credit card interest rates or requiring the use of an additional card network.

The Bank Secrecy Act and Economic Sanctions. The BSA requires all financial institutions, including banks and securities broker-dealers, to establish a risk-based system of internal controls reasonably designed to prevent money laundering and the financing of terrorism. As implemented by federal banking and securities regulators and the U.S. Department of the Treasury, the BSA, as amended, requires that certain financial institutions create and maintain a risk-based AML compliance program that is reasonably designed to prevent money laundering and to combat the financing of terrorism, including through suspicious activity reporting, currency transaction reporting, and other similar reporting requirements (e.g., a Financial Crimes Enforcement Network geographic targeting order requiring reporting under certain circumstances); the implementation of appropriate policies, procedures, and internal controls; independent testing; subject matter training; the designation of one or more individuals responsible for coordinating and monitoring ongoing compliance; and appropriate risk-based procedures for conducting initial and ongoing customer due diligence.

PNC is also subject to sanctions laws and regulations administered and imposed by the United States government, including the U.S. Treasury Department's Office of Foreign Assets Control (“OFAC”) and the Department of State, as well as comparable sanctions programs imposed by foreign governments and multilateral bodies with jurisdiction over PNC’s products, services, or activities. Sanctions can be either comprehensive or focused on specific individuals, entities, industry sectors, ownership interests, etc. to accomplish foreign policy and national security goals.

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Executive and Incentive Compensation. The Federal Reserve and the OCC have provided guidance regarding incentive and other elements of compensation provided to executives and other employees at banking organizations they regulate, both as general industry-wide guidance and guidance specific to select larger companies, including PNC. This guidance is intended to ensure that the incentive compensation practices of covered banking organizations do not encourage excessive risk-taking. Dodd-Frank requires the Federal Reserve, the OCC, the FDIC, the SEC and two other regulatory agencies to adopt regulations governing incentive compensation provided by regulated financial services companies to their executives and other employees. These agencies jointly proposed regulations in 2011 and again in 2016 to implement these requirements. Final regulations have not been adopted.

Fiduciary Services. The trust, investment advisory, and other fiduciary activities conducted by PNC Bank also are subject to the OCC’s regulations governing the fiduciary activities of national banks, as well as applicable state fiduciary laws. The OCC’s regulations, among other things, set standards for the administration of fiduciary accounts, prohibit or govern potential conflicts of interests and establish recordkeeping requirements for fiduciary accounts.

Acquisitions. The Federal Reserve’s prior approval is required whenever we propose to acquire all or substantially all of the assets of any bank, to acquire direct or indirect ownership or control, subject to certain thresholds, of any bank or BHC, or to merge or consolidate with any other BHC. The Federal Reserve’s prior approval is also required for a BHC to acquire direct or indirect ownership or control, subject to certain thresholds, of a savings association or savings and loan holding company, or to merge or consolidate with a savings and loan holding company.

OCC prior approval is required for PNC Bank to acquire another insured bank or savings association by merger or to acquire deposits or substantially all of the assets of such institutions. Approval of the OCC and the FDIC is required to merge a non-bank entity into PNC Bank.

FDIC Insurance. The DIF provides insurance coverage for deposits held by PNC Bank, subject to certain requirements and limits. To maintain a statutory minimum ratio of the DIF to insured deposits in the U.S., member institutions, including PNC Bank, are required to pay deposit insurance assessments. Deposit insurance assessment rates are subject to change by the FDIC and may be affected by the overall economy and stability of the banking industry. The FDIC also has the authority to charge special assessments from time to time, including in response to systemic events. For example, in November 2023, the FDIC released a final rule to impose a special assessment to recover losses to the DIF resulting from the systemic risk determination made in March 2023. In December 2025, the FDIC adopted an interim final rule reducing the special assessment rate for the upcoming collection quarter in March 2026. The rule also allows for potential offsets to quarterly deposit assessments if the special assessment amount uncollected ultimately exceeds losses to the DIF. For additional information about the impact of the special assessment, see the FDIC Special Assessment portion of the Executive Summary section in Item 7 of this Report.

Resolution and Recovery Planning. PNC is required by section 165(d) of the Dodd-Frank Act and its implementing regulations to periodically submit to the Federal Reserve and the FDIC a resolution plan (including a public summary) that includes, among other things, an analysis of how the company could be resolved in a rapid and orderly fashion if the company were to fail or experience material financial distress. Following review of the plan, the Federal Reserve and the FDIC may jointly impose restrictions on a covered BHC, including additional capital requirements or limitations on growth, if the agencies jointly determine that the company’s plan is not credible or would not facilitate a rapid and orderly resolution under the U.S. Bankruptcy Code (or other applicable resolution framework). If the covered BHC were to fail to address deficiencies jointly identified by the Federal Reserve and FDIC in a timely manner, it may be subject to more stringent capital, leverage, or liquidity requirements, or restrictions on growth, activities, or operations.

PNC generally must file a resolution plan with the Federal Reserve and FDIC at least once each three-year period, with submissions alternating between a full plan and a plan targeted on certain areas or subjects identified by the agencies. In 2024, the Federal Reserve and FDIC finalized guidance for holding company resolution plans submitted by domestic triennial full filers, such as PNC, under the Dodd-Frank Act. The guidance addresses the Federal Reserve’s and FDIC’s expectations regarding key areas of resolution based on a firm’s resolution strategy. Firms like PNC with a multiple point of entry resolution strategy are required to incorporate more severe plan assumptions and include new required plan content, operational capabilities, and legal entity rationalization, among other requirements. PNC submitted its full resolution plan timely by October 1, 2025. The next targeted plan is due July 1, 2028.

The FDIC also requires large insured depository institutions, including PNC Bank, to periodically submit a resolution plan (including a public summary) to the FDIC that includes, among other things, an analysis of how the institution could be resolved under the FDI Act in a manner that protects depositors and limits losses or costs to creditors of the bank in accordance with the FDI Act. Under a final rule issued by the FDIC in June 2024, most banks with $100 billion or more in assets, including PNC Bank, are required to submit full resolution plans on a three-year cycle, with interim informational supplements due in off years. PNC Bank submitted its insured depository institution interim supplement prior to the submission deadline of July 1, 2025. PNC Bank will submit its next resolution plan to the FDIC by July 1, 2026.

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The OCC also has guidelines that establish standards for recovery planning. These guidelines require a covered bank to develop and maintain a recovery plan that is evaluated and updated annually that, among other things, identifies a range of options that could be undertaken by the covered bank to restore its financial strength and viability should identified triggering events occur. In October 2025, the OCC issued a notice of proposed rulemaking to rescind its recovery planning guidelines. Under the proposal, covered banks would no longer be obligated to engage in prescriptive recovery planning activities.

CFPB Regulation and Supervision. We are subject to supervision and regulation by the CFPB with respect to a broad range of federal consumer financial laws and regulations, including the laws and regulations that relate to deposit products, credit card, mortgage, automobile, student and other consumer loans, and other consumer financial products and services that we offer. The CFPB has recently issued rulemakings that affect, among other things, fair lending requirements, data collection and reporting requirements for small business lenders such as PNC Bank, and personal financial data rights.

Securities and Derivatives Regulation

PNC, as a public company, is subject to the Exchange Act’s reporting requirements and related regulations and must file certain reports with the SEC on an ongoing basis. Our registered broker-dealers and investment adviser subsidiaries are subject to the Exchange Act, and the Investment Advisers Act of 1940, respectively, and related rules and regulations promulgated by the SEC. These rules, for example, require that broker-dealers and investment advisers act in a customer’s best interest when making investment recommendations to retail customers, which includes managing conflicts of interest, providing required disclosures and exercising a duty of care in making investment recommendations. FINRA is the primary self-regulatory organization for our registered broker-dealer subsidiaries. Our broker-dealer and investment adviser subsidiaries also are subject to additional regulation by states or local jurisdictions.

The SEC and FINRA have active enforcement functions that oversee broker-dealers and investment advisers and can bring actions that result in fines, restitution, a limitation on permitted activities, disqualification to continue to conduct certain activities and an inability to rely on certain favorable exemptions. Certain types of infractions and violations also can affect our ability to expeditiously issue new securities into the capital markets. In addition, certain changes in the activities of a broker-dealer require approval from FINRA, and FINRA takes into account a variety of considerations in acting upon applications for such approval, including internal controls, capital levels, management experience and quality, prior enforcement and disciplinary history and supervisory concerns.

The CFTC regulates swap dealers, other than security-based swap dealers, which are regulated by the SEC. PNC Bank is registered as a swap dealer with the CFTC. Because of the limited volume of our security-based swap dealing activities, PNC Bank has not registered (and currently does not intend, and is not required, to register) with the SEC as a security-based swap dealer.

PNC Bank’s derivatives and foreign exchange businesses are subject to the regulations and requirements imposed on CFTC-registered swap dealers, and the CFTC (and for certain delegated responsibilities, the National Futures Association) has a meaningful supervisory role with respect to PNC Bank’s derivatives and foreign exchange businesses. Among other things, the CFTC’s regulations include rules regarding business conduct standards, documentation, risk management, recordkeeping, reporting and segregation requirements. CFTC rules also require that most standardized swaps be centrally cleared through a regulated clearing house and be traded on a centralized exchange or swap execution facility. Because PNC Bank is a prudentially regulated swap dealer, PNC Bank is also subject to the OCC’s capital requirements and margin requirements on certain swaps that are not centrally cleared through a regulated clearing house.

Regulations of Other Agencies

In addition to regulations issued by the federal banking, securities and derivatives regulators, we also are subject to regulations issued by other federal agencies with respect to certain financial products and services we offer. For example, certain of our fiduciary, brokerage and investment management activities are subject to regulations issued by the Department of Labor under ERISA and related provisions of the Internal Revenue Code.

Competition

We are subject to intense competition from other regulated banking organizations, as well as various other types of financial institutions and non-bank entities that can offer a number of similar products and services without being subject to bank regulatory supervision and restrictions.

Our businesses compete to attract and retain deposits and/or to originate loans with:

•Other commercial banks,

•Savings banks,

•Credit unions,

•Consumer finance companies,

•Leasing companies,

8    The PNC Financial Services Group, Inc. – 2025 Form 10-K

•Investment management firms,

•Other non-bank lenders,

•Financial technology companies,

•Treasury management service companies,

•Insurance companies, and

•Issuers of commercial paper and other securities, including mutual funds.

In providing asset management services, our businesses compete with:

•Investment management firms,

•Large banks and other financial institutions,

•Brokerage firms,

•Financial technology companies,

•Mutual fund complexes, and

•Insurance companies.

Our various non-bank businesses engaged in investment banking and alternative investment activities compete with:

•Commercial banks,

•Investment banking firms,

•Collateralized loan obligation managers,

•Hedge funds,

•Mutual fund complexes,

•Merchant banks,

•Insurance companies,

•Private equity firms, and

•Other investment vehicles.

Competition is based on a number of factors including pricing, product structure, the range of products and services offered and the quality of customer service. Loan pricing, structure and credit standards are extremely important as we seek to achieve appropriate risk-adjusted returns. Deposit-taking activities are also subject to pricing pressures and to customer migration as a result of intense competition for deposits and investments. Competitors may seek to compete with us through traditional channels such as physical locations or through digital channels such as the internet or mobile applications. We include here by reference the additional information regarding competition and factors affecting our competitive position included in Item 1A Risk Factors of this Report.

Human Capital

We place great importance on having the right people in the right roles, with the right skills, and doing their best work. By focusing on the growth and development of our talented team members, we believe we are best positioned to deliver results for our customers. We believe when our employees deliver for our customers, they deliver for our communities and shareholders as well.

PNC devotes substantial resources to managing and developing human capital. Our Board of Directors provides oversight of our human capital management strategies, programs and policies developed by our Chief Human Resources Officer and senior management team and is assisted by our Board’s Nominating and Governance and Human Resources Committees. In addition, our Board’s Corporate Responsibility Committee monitors management’s progress regarding its commitments to inclusive talent practices for employees. Our Management Executive Committee assists and makes recommendations to our Chief Executive Officer and Board of Directors on human capital matters.

Additionally, our Talent & Inclusion Council is co-chaired by our Chief Executive Officer and Culture & Engagement Executive and includes senior leaders from across the organization. The council is responsible for overseeing strategic corporate initiatives that create and sustain an inclusive corporate culture and a talented workforce that is best positioned to serve our diverse customer base.

Employees totaled 55,333 at December 31, 2025. This total included 53,859 full-time and 1,474 part-time employees, of which 26,168 full-time and 1,427 part-time employees were employed in our Retail Banking business.

Part of PNC’s ability to compete effectively depends on our ability to attract new employees and retain and develop our existing employees. In support of our employees, our human capital strategies include:

•Advancing PNC’s talent-focused culture by developing strong leaders who exemplify our Leadership Standards, a set of standards designed to hold managers accountable for living our corporate values, enabling change, achieving results, fostering inclusion and developing the best talent and providing them with the tools and insights to effectively manage our people.

•Focusing on the development and retention of high performing talent with the relevant experiences, skills and perspectives to best support the diverse group of individuals, families and businesses that we serve across the country.

The PNC Financial Services Group, Inc. – 2025 Form 10-K  9

•Supporting all employees with opportunities for professional growth, career mobility and health and financial wellness.

•Fostering an accessible and inclusive workplace where all employees and customers can feel welcome, valued and respected.

•Supporting a strong ethical culture anchored in our corporate values and doing the right thing for our employees, customers, communities and shareholders.

In managing our employees, we focus on these key factors:

•Recruiting, developing and retaining talent. We believe recruiting, developing and retaining talent starts with our leaders, and we measure our managers against our Leadership Standards. Our talent priority is to invest in the development of our internal talent and to provide career advancement opportunities to our employees. We measure how many open requisitions we fill with internal candidates, participation in early career development programs and turnover. At our first-level and above career bands, we fill approximately 54% of our open requisitions with internal candidates, which has a direct impact on our ability to retain and develop our people. In addition, we hire approximately 400 interns and 375 full-time development program associates each year from our 11 early career development programs that support each of our lines of business and support areas.

•Culture and engagement. We focus on the development and implementation of inclusive strategies that attract, develop and retain talent, while strengthening a workplace culture grounded in living daily our core values (which include customer focus, diversity and inclusion, integrity, performance, quality of life, respect and teamwork). We cultivate a high-performing workforce where everyone can contribute to the success of PNC and that meets the needs of our diverse customer base. We measure employee engagement by regularly conducting employee surveys because we believe that engaged employees have lower attrition rates and improve customer outcomes. In compliance with government requirements and, in some cases, based on employee self-disclosure, we gather information related to the composition of our workforce. Information about our workforce is reflected in our EEO-1 reports, which are posted on our website.

•Total rewards. We are committed to providing competitive compensation and benefits programs as part of our overall strategy to retain and recruit talent. We design our compensation and benefits programs to focus on three key aspects of employee well-being: health, money and quality of life. These programs include competitive base salaries and, depending on eligibility, cash incentive and/or stock-based award opportunities, an Employee Stock Purchase Plan, a 401(k) Plan with employer match, a pension plan, healthcare, life insurance and disability benefits, health savings and dependent care flexible spending accounts, paid time off, paid maternity and parental leave, family care resources, flexible work schedules, a robust wellness program with incentives, family building benefits, employee assistance programs and educational assistance, among others. Additionally, we conduct pay equity analyses to determine if employees are being compensated fairly and consistently across roles.

Financial Information

We are subject to the informational requirements of the Exchange Act and, in accordance with the Exchange Act, we file annual,

quarterly and current reports, proxy statements and other information with the SEC. Our SEC File Number is 001-09718. You can

obtain copies of these and other filings, including exhibits, electronically at the SEC’s internet website at www.sec.gov or on our

corporate internet website at www.pnc.com/secfilings. Shareholders and bond holders may also obtain copies of these filings without

charge via the information request form at www.pnc.com/investorrelations for copies without exhibits, via email to investor.relations@pnc.com for copies of exhibits, including financial statements and schedule exhibits where applicable, or by contacting PNC Investor Relations at 800-843-2206. The interactive date file (XBRL) is only available electronically.

Corporate Governance at PNC

Information about our Board of Directors and its committees and corporate governance, including our PNC Code of Business Conduct and Ethics (as amended from time to time), is available on our website at www.pnc.com/corporategovernance. In addition, any future waivers from a provision of the PNC Code of Business Conduct and Ethics covering any of our directors or executive officers (including our principal executive officer, principal financial officer and principal accounting officer or controller) will be posted at this internet address.

Shareholders who would like to request printed copies of the PNC Code of Business Conduct and Ethics or our Corporate Governance

Guidelines or the charters of our Board’s Audit, Nominating and Governance, Human Resources, or Risk Committees (all of which

are posted on our website at www.pnc.com/corporategovernance) may do so by sending their requests to our Corporate Secretary at

The PNC Financial Services Group, Inc. at The Tower at PNC Plaza, 300 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2401. Copies

will be provided without charge.

Internet Information

The PNC Financial Services Group, Inc.’s financial reports and information about its products and services are available on the

internet at www.pnc.com. We provide information for investors on our corporate website under “About – Investor Relations.” We use our account with X, @pncnews, as an additional way of disseminating to the public information that may be relevant to investors.

10    The PNC Financial Services Group, Inc. – 2025 Form 10-K

We generally post the following under “About – Investor Relations” shortly before or promptly following its first use or release: financially-related press releases, including earnings releases and supplemental financial information, various SEC filings, including annual, quarterly and current reports and proxy statements, presentation materials associated with earnings and other investor conference calls or events, and access to live and recorded audio from earnings and other investor conference calls or events. In some cases, we may post the presentation materials for other investor conference calls or events prior to the call or event. For earnings and other conference calls or events, we generally include in our posted materials a cautionary statement regarding forward-looking and non-GAAP financial information, and we provide GAAP reconciliations when we include non-GAAP financial information. Such GAAP reconciliations may be in materials for the applicable presentation, in prior presentation materials or in our annual, quarterly or current reports.

When warranted, we will also use our website to expedite public access to time-critical information regarding PNC instead of using a

press release or a filing with the SEC for first disclosure of the information. In some circumstances, the information may be relevant to

investors but directed at customers, in which case it may be accessed directly through the home page rather than “About – Investor Relations.”

We are required to provide additional public disclosure regarding estimated income, losses and pro forma regulatory capital ratios

under supervisory and PNC-developed hypothetical severely adverse economic scenarios, as well as information concerning our

capital stress testing processes, pursuant to the stress testing regulations adopted by the Federal Reserve and the OCC. We are also

required to make certain additional regulatory capital-related public disclosures about our capital structure, risk exposures, risk

assessment processes, risk-weighted assets and overall capital adequacy, including market risk-related disclosures, under the

regulatory capital rules adopted by the Federal banking agencies. Similarly, the Federal Reserve’s rules require quantitative and qualitative disclosures about our LCR and NSFR. Under these regulations, we may satisfy these requirements through postings on our

website, and, subject to limited exceptions, we have done so and expect to continue to do so without also providing disclosure of this information through filings with the SEC.

Other information posted on our corporate website that may not be available in our filings with the SEC includes information relating

to our corporate governance and communications from our chairman to shareholders.

Where we have included internet addresses in this Report, such as our internet address and the internet address of the SEC, we have

included those internet addresses as inactive textual references only. Except as specifically incorporated by reference into this Report,

information on those websites is not part hereof.