0000713676 true This Amended 8-K is to provide an updated consent from KPMG LLP for PNC’s 8-K filed on April 20, 2021 0000713676 2021-04-20 2021-04-20 0000713676 exch:XNYS us-gaap:CommonStockMember 2021-04-20 2021-04-20 0000713676 exch:XNYS pnc:SeriesPPreferredStockMember 2021-04-20 2021-04-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
April 20, 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. ☐

EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amended 8-K”) is being filed solely for the purpose of amending and restating Item 9.01(d) of the Current Report on Form 8-K filed by The PNC Financial Services Group, Inc. on April 20, 2021 (the “Original 8-K”) to include an updated consent from the independent registered public accounting firm, KPMG LLP, as Exhibit 23.1.
Except as specifically stated herein, the Original 8-K remains unchanged. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the complete text of Item 9.01 of the Original 8-K, as amended by this Amended 8-K, is set forth below.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Number | Description | Method of Filing
23.1 | Consent of KPMG LLP, independent registered public accounting firm (with respect to BBVA USA Holdco) | Filed herewith
99.1 | Audited consolidated financial statements of BBVA USA Bancshares, Inc. as of December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020 | Filed herewith
99.2 | Unaudited pro forma condensed combined financial statements of The PNC Financial Services Group, Inc. and BBVA USA Bancshares, Inc. as of and for the year ended December 31, 2020 | Filed 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: | June 4, 2021 | By: | /s/ Gregory H. Kozich
|  |  | Gregory H. Kozich
|  |  | Senior Vice President and Controller

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