PNC FINANCIAL SERVICES GROUP, INC. (PNC)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL REVIEW

THE PNC FINANCIAL SERVICES GROUP, INC.

This Financial Review, including the Consolidated Financial Highlights, should be read together with our unaudited Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q (the “Report” or “Form 10-Q”) and with Items 7, 8 and 9A of our 2025 Annual Report on Form 10-K (our “2025 Form 10-K”). For information regarding certain business, regulatory and legal risks, see the following: the Risk Management section of this Financial Review and Item 7 in our 2025 Form 10-K; Item 1A Risk Factors included in our 2025 Form 10-K; and the Commitments and Legal Proceedings Notes included in this Report and our first quarter 2026 Form 10-Q and Item 8 of our 2025 Form 10-K. Also, see the Cautionary Statement Regarding Forward-Looking Information section in this Financial Review and the Critical Accounting Estimates and Judgments section in this Financial Review and in our 2025 Form 10-K for certain other factors that could cause actual results or future events to differ, perhaps materially, from historical performance and from those anticipated in the forward-looking statements included in this Report. See Note 15 Segment Reporting for a reconciliation of total business segment earnings to total PNC consolidated net income as reported on a GAAP basis. In this Report, “PNC,” “we” or “us” refers to The PNC Financial Services Group, Inc. and its subsidiaries on a consolidated basis (except when referring to PNC as a public company, its common stock or other securities issued by PNC, which just refer to The PNC Financial Services Group, Inc.). References to The PNC Financial Services Group, Inc. or to any of its subsidiaries are specifically made where applicable.

See page 102 for a glossary of certain terms and acronyms used in this Report.

EXECUTIVE SUMMARY

Headquartered in Pittsburgh, Pennsylvania, we are one of the largest diversified financial institutions in the U.S. We have businesses engaged in retail banking, corporate and institutional banking and asset management, providing many of our products and services nationally. Our retail branch network is located coast-to-coast. We also have strategic international offices in four countries outside the U.S.

At PNC we manage our company for the long term. We are focused on the fundamentals of growing customers, loans, deposits and revenue and improving profitability, while investing for the future and managing risk, expenses and capital. We continue to invest in our products, markets and brand, and embrace our commitments to our customers, shareholders, employees and the communities where we do business.

We strive to serve our customers and expand and deepen relationships by offering a broad range of deposit, credit and fee-based products and services. We are focused on delivering those products and services to our customers with the goal of addressing their financial objectives and needs. Our business model is built on customer loyalty and engagement, understanding our customers’ financial goals and offering our diverse products and services to help them achieve financial well-being. Our approach is concentrated on organically growing and deepening client relationships across our businesses that meet our risk/return measures.

Our capital and liquidity priorities are to support customers, fund business investments and return excess capital to shareholders, while maintaining appropriate capital and liquidity in light of economic conditions, the Basel III framework and other regulatory expectations. For more detail, see the Capital and Liquidity Highlights portion of this Executive Summary, the Liquidity and Capital Management portion of the Risk Management section of this Financial Review and the Supervision and Regulation section in Item 1 Business of our 2025 Form 10-K.

Acquisition of FirstBank Holding Company

On January 5, 2026, PNC acquired FirstBank Holding Company including its banking subsidiary, FirstBank, representing $4.2 billion of consideration in cash and PNC common stock to FirstBank Holding Company common shareholders and Series A preferred shareholders, and $0.1 billion of consideration to Series B preferred shareholders through the exchange of each share of Series B preferred stock into a newly created series of preferred stock of PNC, designated Series X.

In June 2026, PNC converted approximately 780,000 customers, more than 1,620 employees and 95 branches across Colorado and Arizona, merging FirstBank into PNC Bank. PNC’s results for the second quarter of 2026 include the full quarter benefit of FirstBank. First quarter of 2026 results included FirstBank operations since acquisition close on January 5, 2026.

For additional information on the acquisition of FirstBank, see Note 2 Acquisition Activity.

The PNC Financial Services Group, Inc. – Form 10-Q 1

Selected Financial Data

The following tables include selected financial data which should be reviewed in conjunction with the Consolidated Financial Statements and Notes included in Item 1 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 performance.

Table 1: Summary of Operations, Per Common Share Data and Performance Ratios

(a)See explanation and reconciliation of this non-GAAP measure in the Average Consolidated Balance Sheet and Net Interest Analysis and Non-GAAP Financial Information sections of this Item 2.

Table 2: Balance Sheet Highlights and Other Selected Ratios

Income Statement Highlights

Net income of $2.1 billion, or $4.81 per diluted common share, for the second quarter of 2026 increased $283 million, or 16%, compared to $1.8 billion, or $4.13 per diluted common share, for the first quarter of 2026, primarily due to higher noninterest income and net interest income, partially offset by higher noninterest expense.

•For the three months ended June 30, 2026 compared to the three months ended March 31, 2026:

•Total revenue of $6.9 billion increased $710 million, or 12%.

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

•Net interest income of $4.1 billion increased $146 million, or 4%, and included the benefit of commercial loan growth and higher noninterest-bearing deposit balances.

•Net interest margin increased 1 basis point to 2.96%.

•Noninterest income of $2.8 billion increased $564 million, or 26%, reflecting higher capital markets and advisory revenue as well as $6 million of integration costs related to the FirstBank acquisition and second quarter significant items including:

•A $448 million gain resulting from PNC’s participation in the Visa exchange program;

•A securities loss of $139 million related to the repositioning of the available-for-sale investment securities portfolio; and

•Visa derivative adjustments of negative $85 million, driven by the extension of anticipated litigation resolution timing.

•Provision for credit losses was $191 million in the second quarter of 2026 and reflected portfolio activity as well as updates to macroeconomic factors. The first quarter of 2026 included a provision for credit losses of $210 million.

•Noninterest expense increased $330 million, or 9%, and included higher personnel costs as a result of increased business activity as well as second quarter of 2026 integration expenses related to the FirstBank acquisition of $121 million and a PNC Foundation contribution expense of $140 million pre-tax. The first quarter of 2026 included $97 million of FirstBank integration expenses.

Net income of $3.8 billion or $8.94 per diluted common share, for the first six months of 2026 increased $685 million, or 22%, compared to $3.1 billion, or $7.37 per diluted common share, for the same period in 2025, reflecting higher net interest income and noninterest income, partially offset by increased noninterest expense.

•For the six months ended June 30, 2026 compared to the six months ended June 30, 2025:

•Total revenue increased $1.9 billion, or 17%.

•Net interest income increased $1.0 billion, or 15%, reflecting the benefit of FirstBank, loan growth and lower funding costs.

•Net interest margin increased 17 basis points and included the continued benefit of fixed rate asset repricing.

•Noninterest income increased $890 million, or 22%, reflecting higher capital markets and advisory revenue as well as $7 million of integration costs related to the FirstBank acquisition and second quarter 2026 significant items including:

•A $448 million gain resulting from PNC’s participation in the Visa exchange program;

•A securities loss of $139 million related to the repositioning of the available-for-sale investment securities portfolio; and

•Visa derivative adjustments of negative $117 million in the first six months of 2026, driven by the extension of anticipated litigation resolution timing.

•Provision for credit losses was $401 million for the first six months of 2026, and reflected portfolio activi

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ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

EXECUTIVE SUMMARY

Key Strategic Goals

At PNC we manage our company for the long term. We are focused on the fundamentals of growing customers, loans, deposits and revenue and improving profitability, while investing for the future and managing risk, expenses and capital. We continue to invest in our products, markets and brand, and embrace our commitments to our customers, shareholders, employees and the communities where we do business.

We strive to serve our customers and expand and deepen relationships by offering a broad range of deposit, credit and fee-based products and services. We are focused on delivering those products and services to our customers with the goal of addressing their financial objectives and needs. Our business model is built on customer loyalty and engagement, understanding our customers’ financial goals and offering our diverse products and services to help them achieve financial well-being. Our approach is concentrated on organically growing and deepening client relationships across our businesses that meet our risk/return measures.

We are focused on our strategic priorities, which are designed to enhance value over the long term, and consist of:

•Expanding our leading banking franchise to new markets and digital platforms,

•Deepening customer relationships by delivering a superior banking experience and financial solutions, and

•Leveraging technology to create efficiencies that help us better serve customers.

Our capital and liquidity priorities are to support customers, fund business investments and return excess capital to shareholders, while maintaining appropriate capital and liquidity in light of economic conditions, the Basel III framework and other regulatory expectations. For more detail, see the Supervision and Regulation section in Item 1 Business, the Capital Highlights portion of this Executive Summary and the Liquidity and Capital Management portion of the Risk Management section in this Item 7.

Key Factors Affecting Financial Performance

We face a variety of risks that may impact various aspects of our risk profile from time to time. The extent of such impacts may vary depending on factors such as the current business and economic conditions, political and regulatory environment and operational challenges. Many of these risks and our risk management strategies are described in more detail elsewhere in this Report.

Our success will depend upon, among other things, the following factors that we manage or control:

•Effectively managing capital and liquidity including:

•Continuing to maintain and, over time, grow our deposit base as a low-cost stable funding source,

•Prudent liquidity and capital management to meet evolving regulatory capital, capital planning, stress testing and liquidity standards, and

•Actions we take within the capital and other financial markets,

•Execution of our strategic priorities,

•Management of credit risk in our portfolio,

•Our ability to manage and implement strategic business objectives within the changing regulatory environment,

•The impact of legal and regulatory-related contingencies,

•The appropriateness of critical accounting estimates and related contingencies, and

•Our ability to manage operational risks related to new products and services, changes in processes and procedures or the implementation of new technology.

Our financial performance is also substantially affected by a number of external factors outside of our control, including the following:

•Global and domestic economic conditions,

•The actions by the Federal Reserve, U.S. Treasury and other government agencies, including those that impact money supply and market interest rates and inflation,

•The level of, and direction, timing and magnitude of movement in, interest rates and the shape of the interest rate yield curve,

•The functioning and other performance of, and availability of liquidity in, U.S. and global financial markets,

•The impact of tariffs and other trade policies of the U.S. and its global trading partners,

•Changes in the competitive landscape,

•Impacts of changes in federal, state and local governmental policy, including on the regulatory landscape, capital markets, taxes, infrastructure spending and social programs,

•The impact of market credit spreads on asset valuations,

•The ability of customers, counterparties and issuers to perform in accordance with contractual terms,

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

•Loan demand, utilization of credit commitments and standby letters of credit, and

•The impact on customers and changes in customer behavior due to changing business and economic conditions or regulatory or legislative initiatives.

For additional information on the risks we face, see Item 1A Risk Factors and the Cautionary Statement Regarding Forward-Looking Information section in this Item 7.

FDIC Special Assessment

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

Second Quarter 2024 Significant Items

In the second quarter of 2024, PNC participated in the Visa exchange program, allowing PNC to convert its Visa Class B-1 common

shares into approximately equal amounts of Visa Class B-2 common shares and Visa Class C common shares. This conversion event

resulted in a gain of $754 million related to the Visa Class C common shares received. PNC retained the Visa Class B-2 common

shares. The second quarter of 2024 also included Visa Class B-2 derivative fair value adjustments of negative $116 million and a $120

million expense related to a PNC Foundation contribution. During the second quarter, PNC also repositioned the investment securities

portfolio, selling low-yielding investment securities for net proceeds of $3.8 billion, resulting in a loss of $497 million. PNC

redeployed the full proceeds from the sale into higher-yielding investment securities. The combined impact of all of these significant items on pre-tax noninterest income and pre-tax noninterest expense in the second quarter of 2024 was $141 million and $120 million, respectively.

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.

The PNC Financial Services Group, Inc. – 2025 Form 10-K  33

Selected Financial Data

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 performance:

Table 1: Summary of Operations, Per Common Share Data and Performance Ratios

(a)See explanation and reconciliation of this non-GAAP measure in the Non-GAAP Financial Information section of this Item 7.

(b)See explanation and reconciliation of this non-GAAP measure in the Average Consolidated Balance Sheet and Net Interest Analysis and Non-GAAP Financial Information sections of this Item 7.

Table 2: Balance Sheet Highlights and Other Selected Ratios

(a)The December 31, 2024 ratio is calculated to reflect PNC’s election to adopt the CECL optional five-year transition provisions.

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

Income Statement Highlights

Net income for 2025 was $7.0 billion or $16.59 per diluted common share, an increase of $1.0 billion, or 18%, compared to net income of $6.0 billion, or $13.74 per diluted common share, for 2024. The increase was primarily due to higher net interest income and noninterest income, partially offset by higher noninterest expense.

•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.

•Net interest margin increased to 2.83% for 2025 compared to 2

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