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Financials · Banks · NYSE

PNCPNC Financial Services

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The 10-K against last year's

333 changes: 44 added, 50 removed, 237 reworded, 2 quiet changes

10-K Feb 20, 2026 vs Feb 21, 2025
Risk FactorsRedline ↓
17.3%
of the text changed · 15,112 words now
19.2%
of the text changed · 25,791 words now
Legal ProceedingsRedline ↓
19.1%
of the text changed · 4,239 words now
Accounting PoliciesRedline ↓
10.4%
of the text changed · 10,916 words now

10-K 0000713676-26-000020 (Feb 20, 2026) vs 10-K 0000713676-25-000027 (Feb 21, 2025)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 264 words changed in this paragraph; it is 44% similar to last year's version.
Other cyber attacks and data security breaches are not focused on gaining access to credit card or user credential information, but instead seek access to a range of other types of confidential information, such as internal emails and other forms of customer financial information, and this information may be used to support a ransomware attack. Ransomware attacks have sought to deny access to data and possibly shut down systems and devices maintained by target companies. In a ransomware attack, system data is encrypted, stolen or extorted, or access is otherwise denied, accompanied by a demand for ransom to restore access to the data or to prevent public disclosure of confidential information. Attacks have also been conducted through business email compromise scams that involve using social engineering to cause employees to wire funds to the perpetrators in the mistaken belief that the requests were made by a company executive or established vendor. These types of phishing attacks have increased over time, and they have evolved to include other types of attacks like vishing (through voice messages) and smishing (through SMS text). Other attacks have included distributed denial of service cyber attacks, in which individuals or organizations flood commercial websites with extraordinarily high volumes of traffic with the goal of disrupting the ability of commercial enterprises to process transactions and possibly making their websites unavailable to customers for extended periods of time. Similarly, attacks have been conducted through application program interfaces where cyber attackers seek to exploit the interfaces between mobile or web applications. We (as well as other financial services companies) have been subject to such attacks. Recent cyber attacks have also included the insertion of malware into software updates and the infection of software while it is under assembly, known as a “supply chain attack.” Attacks on our customers may put these relationships at risk, particularly if customers’ ability to continue operations is impaired due to the losses suffered. The techniques used in cyber attacks change rapidly and are increasingly sophisticated, including through the use of generative AI and deepfakes, and we expect in the future through the use of quantum computing, and we may not be able to anticipate cyber attacks or data security breaches.

Source: Item 1A, 10-K 0000713676-26-000020 vs Item 1A, 10-K 0000713676-25-000027

Legal Proceedings 238 words changed in this paragraph; it is 33% similar to last year's version.
In July 2021, USAA filed a third lawsuit (United Services Automobile Association v. PNC Bank N.A. (Case No. 2:21-cv-246)) in the United States District Court for the Eastern District of Texas against PNC Bank for patent infringement (the “third Texas case”). The complaint alleges that PNC’s mobile remote deposit capture systems, including its new versions, infringe three additional patents owned by USAA. USAA seeks, among other things, a judgment that PNC is infringing each of the patents, damages for willful infringement, and attorneys’ fees. In June 2022, the court consolidated the fourth Texas case into the third Texas case (together, “the second consolidated cases”). At trial in September 2022, only two of the original three USAA patents were asserted against PNC, including U.S. Patent No. 10,769,598 (‘598), and only two of the original four PNC patents were asserted against USAA. Following the jury trial in the second consolidated cases, the jury found against PNC for infringement of at least one of the two asserted patents and awarded $4.3 million, and determined that PNC did not willfully infringe the patents. The jury further found that USAA did not infringe any of PNC’s asserted patents. Subsequently, USAA filed a motion for a new trial on damages, and, in April 2023, the court denied USAA’s motion. In March 2023, PNC noticed an appeal to the U.S. Court of Appeals for the Federal Circuit regarding the final judgment entered against PNC and in April 2023, USAA noticed a cross-appeal to the U.S. Court of Appeals for the Federal Circuit regarding the final judgment. These appeals were consolidated as United Services Automobile Association v. PNC Bank N.A. (Case No. 23-1639). Briefing for Case No. 23-1639 is complete, oral argument occurred on November 6, 2024, and the appeal has been submitted for decision.

Source: Item 3, via Note 20 – LEGAL PROCEEDINGS, 10-K 0000713676-26-000020 vs Item 3, via Note 20 – LEGAL PROCEEDINGS, 10-K 0000713676-25-000027

MD&A 170 words changed in this paragraph; it is 41% similar to last year's version.
Issuance Date Amount Description July 21, 2025 $1.5 billion $1.5 billion of Issuance December 2, 2024 $500 million $500 million in aggregate principal amount of its senior floating rate notes due January 15, 2027. Interest is payable quarterly in arrears at a floating rate per annum equal to Compounded SOFR (determined with respect to each quarterly interest period using the SOFR Index as described in the pricing supplement), plus 0.500%, beginning on January 15, 2025 until the maturity date of January 15, 2027. December 2, 2024 $1.25 billion $1.25 billion in aggregate principal amount of its 5.373% senior fixed-to-floating rate notes due January 15, 2027. with a maturity date of July 21, 2036. Interest is payable semi-annually in arrears at a fixed rate of 4.775% 5.373% per annum, on January 15 21 and July 15 21 of each year, beginning commencing on January 15, 2025. 21, 2026. Beginning on January 15, 2026, July 21, 2035 interest is payable quarterly in arrears at a floating rate per annum equal to Compounded SOFR (determined with respect to each quarterly interest period using the SOFR Index as described in the pricing supplement), Prospectus Supplement), plus 0.504%, 1.417%, on October 21, 2035, January 21, 2036, April 15, 2026, July 15, 2026, October 15, 2026 21, 2036 and at the maturity date.

Source: Item 7, 10-K 0000713676-26-000020 vs Item 7, 10-K 0000713676-25-000027

Accounting Policies 122 words changed in this paragraph; it is 67% similar to last year's version.
We generally charge-off commercial (commercial and industrial, commercial real estate and equipment lease financing) nonperforming loans when we determine that a specific loan, or portion thereof, is uncollectible. This determination is based on the specific facts and circumstances of the individual loans. In However, we may use certain inputs as an aid in making this determination, including but not limited to assessments of the collateral pledged to the underlying loan and loss estimates that are informed by internal and third-party reports. Additionally, we consider the viability of the business or project as a going concern, the past due status when the asset is not well secured, the expected cash flows to repay the loan, the value of the collateral less costs to sell, and the ability and willingness of any guarantors to perform. perform when making this determination. For most commercial loans above a defined dollar threshold, charge-offs are generally assessed on an individual loan basis and are informed by third party valuations (where available) and internal information, except for those loans secured by real estate. For loans secured by real estate, we charge-off the amortized cost of the loan to a defined LTV ratio when the loan is placed on nonaccrual designation. For commercial loans and leases less than a defined dollar threshold, balances are generally charged-off in full after 180 days for loans and 120 days for leases. Refer to the appraisal discussion that follows for additional information on third party examinations and appraisals.

Source: Item 8, Note 1 – ACCOUNTING POLICIES, 10-K 0000713676-26-000020 vs Item 8, Note 1 – ACCOUNTING POLICIES, 10-K 0000713676-25-000027

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of PNC's Risk Factors and MD&A, 10-K Feb 20, 2026 against 10-K Feb 21, 2025. Each links to the text at sec.gov.

AddedRisk Factors
not support the environmental goals of our customers, or increased losses due to the impact of climate change on the collateral that secures customer borrowings. Our risk management needs to continue to evolve, or it may not be effective in identifying, measuring, monitoring and controlling climate risk exposure, particularly given that the timing, nature and severity of the impacts of climate change may not be predictable.

Read it in 10-K Feb 20, 2026 at sec.gov ↗

AddedRisk Factors
materially affect our financial statements. In some cases, PNC may be required to retrospectively apply a new or amended standard resulting in changes to previously reported financial results.

Read it in 10-K Feb 20, 2026 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K Feb 20, 2026 at sec.gov ↗

AddedMD&A
•The baseline forecast anticipates real GDP growth slowing to around 2% in 2026, with continued modest job gains and the unemployment rate at around 4.5%. Tariffs remain a risk to the outlook, and a reversal in sentiment around AI or a large decline in equity prices would be drags. Weaker labor force growth could lead to weaker long-run growth.

Read it in 10-K Feb 20, 2026 at sec.gov ↗

AddedMD&A
•Our baseline forecast is for the Federal Reserve to keep the federal funds rate unchanged in the first half of this year, in a range between 3.50% and 3.75%. We expect modest additional easing in the second half of the year with 25 basis points cuts at the FOMC meetings in July and September 2026, resulting in a federal funds rate in the range of 3.00% to 3.25% by the fall. However, there are two-sided risks to this outlook: (1) if inflation re-accelerates or proves more persistent than expected, the Federal Reserve may cut less or (2) if growth falters or recession emerges, easing could be deeper and more prolonged.

Read it in 10-K Feb 20, 2026 at sec.gov ↗

Show the other 6
AddedMD&A
We expect to incur non-recurring merger and integration costs of approximately $325 million, the majority of which we expect to be recognized in the first half of 2026.

Read it in 10-K Feb 20, 2026 at sec.gov ↗

AddedMD&A
2025 2024 Year ended December 31 Average Average Interest Average Average Interest Dollars in millions Balances Yields/ Income/ Balances Yields/ Income/ Rates Expense Rates Expense Assets Interest-earning assets Investment securities $ 142,697 3.29% $ 4,694 $ 140,742 2.94% $ 4,144 Loans 323,381 5.74% 18,569 319,794 6.08% 19,456 Interest-earning deposits with banks (b) 33,360 4.31% 1,439 43,145 5.34% 2,303 Other 13,245 5.45% 722 9,135 6.70% 612 Total interest-earning assets/interest income $ 512,683 4.96% 25,424 $ 512,816 5.17% 26,515 Liabilities Interest-bearing liabilities Interest-bearing deposits $ 335,529 2.23% 7,497 $ 324,435 2.59% 8,401 Borrowed funds 64,101 5.30% 3,400 74,061 6.05% 4,484 Total interest-bearing liabilities/interest expense $ 399,630 2.73% 10,897 $ 398,496 3.23% 12,885 Interest rate spread 2.23% 1.94% Impact of noninterest-bearing sources 0.60 0.72 Net interest margin/income (non-GAAP) 2.83% 14,527 2.66% 13,630 Taxable-equivalent adjustments (117) (131) Net interest income (GAAP) $ 14,410 $ 13,499

Read it in 10-K Feb 20, 2026 at sec.gov ↗

AddedMD&A
(b)Interest income from Interest-earning deposits with banks primarily includes interest earned on our balances held with the FRB and is reported as Other interest income on our Consolidated Income Statement.

Read it in 10-K Feb 20, 2026 at sec.gov ↗

AddedMD&A
Other noninterest income increased reflecting lower negative Visa derivative adjustments and higher private equity revenue. Visa derivative adjustments were negative $114 million in 2025, primarily related to litigation escrow funding, compared to negative $274 million in 2024. Other noninterest income in 2024 included a $754 million gain resulting from PNC’s participation in the Visa exchange program and a $497 million loss related to the repositioning of our investment securities portfolio.

Read it in 10-K Feb 20, 2026 at sec.gov ↗

AddedMD&A
Commercial loans increased driven by growth in the commercial and industrial portfolio, reflecting new production, partially offset by lower commercial real estate loans.

Read it in 10-K Feb 20, 2026 at sec.gov ↗

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