PNC Financial Services

“We use financial and statistical models throughout many areas of our business, relying on them to inform decision making, automate processes, and estimate many financial values. Although it currently impacts a minority of the overall number of models that we use, we increasingly use models related to how we do business with customers and for internal process automation that leverage AI/machine learning algorithms.”

Annual report 2025A · The company itself

“For example, our models may not be effective if historical data does not accurately represent future events or environments or if our models rely on erroneous, incomplete, biased, or otherwise flawed data, formulas, algorithms or assumptions and our internal model review processes fail to detect and address these flaws.”

Annual report 2025A · The company itself

“Moreover, our use of AI/machine learning algorithms is subject to a variety of existing laws and regulations, including intellectual property, privacy (including with respect to automated decision making), consumer protection and federal equal opportunity laws and regulations, and additional new laws and regulations, and new applications or interpretations of existing laws and regulations, related to AI/machine learning algorithms may impact our ability to develop, use and commercialize AI/machine learning algorithms.”

Annual report 2025A · The company itself

“Examples include expanded use of cloud computing, artificial intelligence (AI) and machine learning, biometric authentication, voice and natural language, data privacy and security enhancements and increased online and mobile device interaction with customers, including innovative ways that customers can manage their accounts.”

Annual report 2025A · The company itself

“Examples of model use include determining the pricing of various products, identifying potentially fraudulent or suspicious transactions, marketing to potential customers, grading loans and extending credit, measuring interest rate and other market risks, predicting or estimating losses, and assessing capital adequacy.”

Annual report 2025A · The company itself

“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.”

Annual report 2025A · The company itself

“Our business and overall financial performance are affected to a significant extent by economic conditions, primarily in the U.S. Declining or adverse economic conditions and adverse changes in investor, consumer and business sentiment generally result in reduced business activity, which may decrease the demand for our products and services or reduce the number of creditworthy borrowers.”

Annual report 2025A · The company itself

“A borrower’s ability to repay a loan can be adversely affected by many factors. Individual borrowers can be affected, for example, by declines in income, job losses, health issues or family issues. Commercial borrowers can be affected, for example, by poor business performance, changes in customer behavior or catastrophic losses. Weakness in the economy or in financial markets typically adversely impacts the ability of our borrowers to repay outstanding loans.”

Annual report 2025A · The company itself

“If customers lose confidence due to concerns regarding the economy, the demand for our products and services could suffer.”

Annual report 2025A · The company itself

“These types of indirect effects, whether specific to our counterparties or more generally applicable, could lead, for example, to an increase in delinquencies, bankruptcies or defaults that could result in PNC experiencing higher levels of nonperforming assets, net charge-offs and provisions for credit losses.”

Annual report 2025A · The company itself

“Risks Related to Our Need for Customers Our success depends on our ability to attract and retain customers for our products and services.”

Annual report 2025A · The company itself

“This can be especially true when the factors relate to particular segments of the economy and impact our customers whose operations or financial conditions directly or indirectly depend on good or stable conditions in those segments. For example, underutilization of commercial real estate space, combined with higher interest rates, has harmed some customers’ creditworthiness and ability to refinance maturing loans, and decreased the demand for financial services in that sector.”

Annual report 2025A · The company itself

“The concentration and mix of our assets could increase the potential for significant credit losses. In the ordinary course of business, we often have heightened credit exposure to a particular industry, geography, asset class or financial market. As an example, loans secured by real estate typically represent a significant percentage of our overall credit portfolio.”

Annual report 2025A · The company itself

“Higher interest rates have and may continue to indirectly affect the value of asset classes such as real estate typically financed through secured loans, with a resulting negative effect on collateral securing such loans.”

Annual report 2025A · The company itself

“Given the ongoing uncertainty in this area, we expect continued stress in the office sector, and a portion of this stress will bear itself out as we work through maturities that will approximate 46.0% through the twelve months ended December 31, 2026. Upon maturity, and where the balance is not paid in full, an extension may be granted because contractual extension terms are met; alternatively, an extension may be granted based on negotiated terms, and a portion of these extensions may involve the curtailment or charge off of principal.”

Annual report 2025A · The company itself

“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.”

Annual report 2025A · The company itself

“Declining or adverse economic conditions and adverse changes in investor, consumer and business sentiment generally result in reduced business activity, which may decrease the demand for our products and services or reduce the number of creditworthy borrowers.”

Annual report 2025A · The company itself

“Risks Related to Our Need for Customers Our success depends on our ability to attract and retain customers for our products and services.”

Annual report 2025A · The company itself

“Consolidation in our industry, including among smaller banks combining to form more competitive larger ones and between banks and non-bank entities, could result in PNC facing more intense competition, particularly in impacted regions or with respect to particular products.”

Annual report 2025A · The company itself

“Acquisitions of other companies or of financial assets and deposits and other liabilities present risks and uncertainties to us in addition to those presented by the nature of the business acquired, which may materially and adversely affect our results of operations.”

Annual report 2025A · The company itself

“Acquisition targets have their own risks specific to their businesses that could impact the success of an acquisition and its integration into PNC, such as: •If a significant aspect of the value of a transaction is intellectual property, the extent to which the intellectual property may be utilized or protected and commercialized by PNC. •If the acquisition includes loan portfolios, the extent of actual credit losses and the required allowance for credit losses following completion of the acquisition. •If the acquisition involves entering into new businesses or geographic or other markets, potential limitations on our ability to take advantage of these opportunities because of our inexperience with respect to them. •The results of litigation and governmental investigations that may be pending at the time of the acquisition or that may be filed or commenced thereafter, because of an acquisition or otherwise, are often hard to predict.”

Annual report 2025A · The company itself

“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.”

Annual report 2025A · The company itself

“We grow our business in part by acquiring other financial services businesses and businesses with technologies or other assets valuable to us from time to time.”

Annual report 2025A · The company itself

“We offer a broad range of deposit, credit and fee-based products and services to serve our customers.”

Annual report 2025A · The company itself

“Among other activities, we currently rely on our status as an FHC to conduct merchant banking activities and securities underwriting and market-making activities.”

Annual report 2025A · The company itself

“PNC has businesses engaged in retail banking, corporate and institutional banking and asset management, providing many of our products and services nationally.”

Annual report 2025A · The company itself

“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.”

Annual report 2025A · The company itself

“Our customers increasingly use third-party financial applications that are expected to interface with their PNC accounts. This use leads to the risk that issues with respect to the effective functioning of that interface, regardless of cause, could result in a loss of customers as they seek banking relationships that work better with these other applications.”

Annual report 2025A · The company itself

“Developments in the regulatory landscape relating to emerging financial technologies, including with respect to payment services and systems, lending, digital wallets, non-fungible tokens and digital currencies and cryptocurrencies (including stablecoins), may affect our customers’ needs and expectations for products and services.”

Annual report 2025A · The company itself

“Examples include expanded use of cloud computing, artificial intelligence (AI) and machine learning, biometric authentication, voice and natural language, data privacy and security enhancements and increased online and mobile device interaction with customers, including innovative ways that customers can manage their accounts.”

Annual report 2025A · The company itself

“In response to actual and anticipated customer behavior and expectations, as well as competitive pressures, we continue to invest in technology. We seek to automate functions previously performed manually, facilitate the ability of customers to engage in financial transactions and otherwise enhance the customer experience with respect to our products and services. This effort has involved and is likely to continue to involve the expenditure of considerable amounts of funds and other resources, which could be constrained to the extent that sustained adverse economic conditions and other factors described elsewhere in these Risk Factors negatively impact our business or financial performance.”

Annual report 2025A · The company itself

“PNC has businesses engaged in retail banking, corporate and institutional banking and asset management, providing many of our products and services nationally.”

Annual report 2025A · The company itself

“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.”

Annual report 2025A · The company itself

“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.”

Annual report 2025A · The company itself

“PNC has businesses engaged in retail banking, corporate and institutional banking and asset management, providing many of our products and services nationally.”

Annual report 2025A · The company itself

“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.”

Annual report 2025A · The company itself

“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.”

Annual report 2025A · The company itself

“For the total auto loan portfolio, the weighted-average loan origination FICO score, calculated using the auto enhanced FICO scale, was 799 and the weighted-average term of loan originations was 71 months for the twelve months ended December 31, 2025.”

Annual report 2025A · The company itself

“Table 16: Commercial and Industrial Loans by Industry Dollars in millions Amount % of Total Amount % of Total Commercial and industrial Financial services $ 36,993 19 % $ 27,737 16 % Manufacturing 29,769 15 27,700 16 Service providers 24,159 12 21,881 12 Wholesale trade 19,263 10 18,399 10 Real estate related (a) 14,919 8 14,910 8 Technology, media and telecommunications 12,029 6 9,767 6 Retail trade 12,020 6 11,611 7 Health care 8,845 5 9,694 6 Transportation and warehousing 8,610 4 7,320 4 Other industries 29,116 15 26,771 15 Total commercial and industrial loans $ 195,723 100 % $ 175,790 100 % (a)Represents loans to customers in the real estate and construction industries.”

Annual report 2025A · The company itself

“Market Risk Management – Customer-Related Trading Risk We engage in fixed income securities, derivatives and foreign exchange transactions to support our customers’ investing and hedging activities.”

Annual report 2025A · The company itself

“Customer-related trading revenue was $236 million in 2025 compared to $122 million in 2024 and is recorded in Capital markets and advisory noninterest income and Other interest income on our Consolidated Income Statement.”

Annual report 2025A · The company itself

“We operate in an uncertain economic environment due to sustained inflationary pressures, including higher prices and lower housing affordability, and fluctuating trade policies (including tariffs), combined with geopolitical tensions.”

Annual report 2025A · The company itself

“Consumer Residential Real Estate Residential real estate loans primarily consist of residential mortgage loans.”

Annual report 2025A · The company itself

“Commercial Commercial and Industrial Commercial and industrial loans comprised 59% and 56% of our total loan portfolio at December 31, 2025 and 2024, respectively.”

Annual report 2025A · The company itself

“Table 16: Commercial and Industrial Loans by Industry Dollars in millions Amount % of Total Amount % of Total Commercial and industrial Financial services $ 36,993 19 % $ 27,737 16 % Manufacturing 29,769 15 27,700 16 Service providers 24,159 12 21,881 12 Wholesale trade 19,263 10 18,399 10 Real estate related (a) 14,919 8 14,910 8 Technology, media and telecommunications 12,029 6 9,767 6 Retail trade 12,020 6 11,611 7 Health care 8,845 5 9,694 6 Transportation and warehousing 8,610 4 7,320 4 Other industries 29,116 15 26,771 15 Total commercial and industrial loans $ 195,723 100 % $ 175,790 100 % (a)Represents loans to customers in the real estate and construction industries.”

Annual report 2025A · The company itself

“Market Risk Management – Customer-Related Trading Risk We engage in fixed income securities, derivatives and foreign exchange transactions to support our customers’ investing and hedging activities.”

Annual report 2025A · The company itself

“Customer-related trading revenue was $236 million in 2025 compared to $122 million in 2024 and is recorded in Capital markets and advisory noninterest income and Other interest income on our Consolidated Income Statement.”

Annual report 2025A · The company itself

“Table 16: Commercial and Industrial Loans by Industry Dollars in millions Amount % of Total Amount % of Total Commercial and industrial Financial services $ 36,993 19 % $ 27,737 16 % Manufacturing 29,769 15 27,700 16 Service providers 24,159 12 21,881 12 Wholesale trade 19,263 10 18,399 10 Real estate related (a) 14,919 8 14,910 8 Technology, media and telecommunications 12,029 6 9,767 6 Retail trade 12,020 6 11,611 7 Health care 8,845 5 9,694 6 Transportation and warehousing 8,610 4 7,320 4 Other industries 29,116 15 26,771 15 Total commercial and industrial loans $ 195,723 100 % $ 175,790 100 % (a)Represents loans to customers in the real estate and construction industries.”

Annual report 2025A · The company itself

“In response to actual and anticipated customer behavior and expectations, as well as competitive pressures, we continue to invest in technology. We seek to automate functions previously performed manually, facilitate the ability of customers to engage in financial transactions and otherwise enhance the customer experience with respect to our products and services. This effort has involved and is likely to continue to involve the expenditure of considerable amounts of funds and other resources, which could be constrained to the extent that sustained adverse economic conditions and other factors described elsewhere in these Risk Factors negatively impact our business or financial performance.”

Annual report 2025A · The company itself

“Table 16: Commercial and Industrial Loans by Industry Dollars in millions Amount % of Total Amount % of Total Commercial and industrial Financial services $ 36,993 19 % $ 27,737 16 % Manufacturing 29,769 15 27,700 16 Service providers 24,159 12 21,881 12 Wholesale trade 19,263 10 18,399 10 Real estate related (a) 14,919 8 14,910 8 Technology, media and telecommunications 12,029 6 9,767 6 Retail trade 12,020 6 11,611 7 Health care 8,845 5 9,694 6 Transportation and warehousing 8,610 4 7,320 4 Other industries 29,116 15 26,771 15 Total commercial and industrial loans $ 195,723 100 % $ 175,790 100 % (a)Represents loans to customers in the real estate and construction industries.”

Annual report 2025A · The company itself

“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.”

Annual report 2025A · The company itself

“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.”

Annual report 2025A · The company itself

“We are vulnerable to the risk of cyber attacks and breaches affecting the functioning of technology or the confidentiality of information that could adversely affect our customers and our business. Most corporate and commercial financial transactions are now handled electronically, and our customers increasingly use online access as well as mobile and cloud technologies to access our products and services. The ability to conduct business with us in this manner depends on the gathering, maintenance, use, transmission and other processing of vast amounts of digital information in electronic form.”

Annual report 2025A · The company itself

“As a result, in the ordinary course of business, we gather, maintain, use, transmit and otherwise process vast amounts of digital information about us, our customers and our employees. This information tends to be confidential or proprietary and much of it is highly sensitive and personal. Such confidential, proprietary, sensitive and personal information includes information sufficient to support identity theft and includes personal health information, as well as information regarding business plans and financial performance that has not been made public.”

Annual report 2025A · The company itself

“We are faced with ongoing, nearly continual, efforts by others to breach data security at financial institutions or with respect to financial transactions. The effectiveness of these efforts may be enhanced using AI. These efforts may be to obtain access to confidential information, often with the intent of stealing from or defrauding us or our customers, or to disrupt our ability to conduct our business, including by destroying or impairing access to information gathered, maintained, used, transmitted or otherwise processed by us.”

Annual report 2025A · The company itself

“Our risk and exposure to cyber attacks and breaches is heightened because of our expanded digital products and services, geographic footprint and dispersed workforce, which results in more access points to our network.”

Annual report 2025A · The company itself

“These risks also arise when third parties with whom we do business, or their vendors or other entities with whom they do business, are themselves subject to cyber attacks and breaches, which has impacted our business and may do so in the future. Our ability to protect confidential information is even more limited with respect to such information gathered, maintained, used, transmitted or otherwise processed by these parties.”

Annual report 2025A · The company itself

“For example, a number of our customers use financial applications to help manage their finances and investments, including through the aggregation of banking or other financial information that may require our customer to provide their secure banking credentials or account-identifying information to the financial application to aggregate this financial data. In some instances, third-party data aggregators are used by the financial application to access customers’ accounts and obtain the customers’ data and may be obtaining secure banking credentials or account-identifying information from our customers which has the potential to facilitate fraud if it is not properly protected. This has resulted in incidences of fraud, including automated clearing house fraud, credit card fraud and wire fraud, enabled through the use of synthetic identities and through account takeovers via these platforms.”

Annual report 2025A · The company itself

“As our customers regularly use PNC-issued credit and debit cards to pay for transactions with retailers and other businesses, there is also the risk of cyber attacks and other data security breaches at those other businesses covering PNC account information. When our customers use PNC-issued cards to make purchases from those businesses, card account information often is provided to such businesses. If a business’s systems that gather, maintain, use, transmit and otherwise process card account information are subject to a cyber attack or other data security breach, holders of our cards who have made purchases from that business may experience fraud on their card accounts.”

Annual report 2025A · The company itself

“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.”

Annual report 2025A · The company itself

“The techniques used in cyber attacks and breaches 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 other data security breaches. Additionally, cyber attacks and breaches in some cases appear to be supported by foreign governments or other well-financed entities and often originate from less regulated and remote areas of the world.”

Annual report 2025A · The company itself

“We have been and expect to continue to be the target of some of these types of cyber attacks and breaches. To date, none of these types of cyber attacks or other data security breaches has had a material impact on us. Nonetheless, we cannot entirely block efforts by bad actors to harm us, and there can be no assurance that future cyber attacks or other data security breaches will not be material.”

Annual report 2025A · The company itself

“There also may be reputational damage from human error or systems failures viewed as having harmed customers without involving misconduct, including service disruptions or negative perceptions regarding our ability to maintain the security of our technology systems and protect client data.”

Annual report 2025A · The company itself

“For example, we may suffer reputational harm to the extent that we are unable to successfully detect, prevent and remedy fraud that harms our clients.”

Annual report 2025A · The company itself

“As a large financial services firm, we are faced with ongoing attempts by individuals or organizations to defraud us or our customers for financial gain. We depend on systems, processes and personnel, either at PNC or from third parties, to identify and prevent potentially fraudulent transactions, but those systems may not be adequate and fraudulent actors regularly change tactics to improve their chance of success.”

Annual report 2025A · The company itself

“Increases in costs or expenses impacting our customers’ operations and financial performance, such as the interest rates payable on their debt obligations, could increase our credit risk or decrease the demand for our products and services.”

Annual report 2025A · The company itself

“The monetary policies of the Federal Reserve, including changes in the federal funds rate, open market operations and balance sheet management, have a significant impact on interest rates, the value of financial instruments and other assets and liabilities, and overall financial market performance and volatility. These policies, including any resulting changes in economic conditions or in investor sentiment, can thus affect the activities and results of operations of financial services companies such as PNC.”

Annual report 2025A · The company itself

“Our business and financial performance are impacted significantly by market interest rates and movements in those rates. As a result of the high percentage of our assets and liabilities that are in the form of interest-bearing or interest-related instruments, changes in interest rates, in the shape of the yield curve or in spreads between different market interest rates can have a material effect on our business, our profitability and the value of our financial assets and liabilities.”

Annual report 2025A · The company itself

“•Such changes can affect the ability of borrowers to meet obligations under variable or adjustable rate loans and other debt instruments and can, in turn, increase our credit losses on those assets. •Such changes can decrease the demand for interest rate-based products and services, including loans and deposit accounts. •Such changes affect our hedging of various forms of market and interest rate risk and may decrease the effectiveness of those hedges in helping to manage such risks. •Movements in interest rates also affect loan prepayment speeds and could result in impairments of mortgage servicing assets or otherwise affect the profitability of such assets. •Increases in interest rates likely lower the price we would receive on fixed-rate customer obligations if we were to sell them.”

Annual report 2025A · The company itself

“Higher interest rates have and may continue to indirectly affect the value of asset classes such as real estate typically financed through secured loans, with a resulting negative effect on collateral securing such loans.”

Annual report 2025A · The company itself

“On the other hand, lower interest rates tend to have a negative impact on our net interest margin, and, unless offset by higher earning assets, on our net interest income.”

Annual report 2025A · The company itself

“Our ability to attract and retain customer deposits is impacted by the levels of interest rates, as customers balance the benefits of bank accounts with deposit insurance and some of the convenience associated with more traditional banking products against the possibility of higher yields from other investments. In general, if the spread between the rates we offer and those offered by alternatives to bank accounts widens, customers are often willing to forego the benefits of bank accounts (such as FDIC insurance) for higher returns elsewhere. Our customers have removed and could continue to remove money from deposit accounts with us in favor of other banks or other types of products, such as emerging financial technologies, including digital wallets, non-fungible tokens and digital currencies and cryptocurrencies (including stablecoins).”

Annual report 2025A · The company itself

“In addition, in our interest rate sensitive businesses, competitive pressures to increase rates on deposits or decrease rates on loans could reduce our net interest margin, negatively impacting our net interest income.”

Annual report 2025A · The company itself

“Market Risk Management – Interest Rate Risk Interest rate risk results primarily from our traditional banking activities of gathering deposits and extending loans.”

Annual report 2025A · The company itself

“In addition, deposits are a low-cost source of funds for us. Therefore, losing deposits could increase our funding costs and reduce our net interest income.”

Annual report 2025A · The company itself

“Deposit Betas: Deposit pricing changes are primarily driven by changes in the Federal Funds rate. PNC’s cumulative deposit beta was 41% through December 2025.”

Annual report 2025A · The company itself

“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.”

Annual report 2025A · The company itself

“Applicable laws and regulations restrict our permissible activities and require compliance with provisions designed to protect loan, deposit, brokerage, fiduciary, and other customers, and for the protection of customer information, among other things. We also are subject to laws and regulations designed to combat money laundering and terrorist financing, and restrict transactions with persons, companies or foreign governments designated by U.S. authorities. Over time, the scope of the laws and regulations affecting our businesses, as well as the number of requirements or limitations imposed by legislative or regulatory actions, has increased, and we expect to continue to face substantial regulatory oversight and new or revised regulatory requirements or initiatives.”

Annual report 2025A · The company itself

“In particular, the financial services industry continues to face heightened scrutiny, including with respect to BSA/AML, know-your-customer and export and sanctions compliance requirements, consumer compliance and protection matters, and capital, liquidity and resolution planning.”

Annual report 2025A · The company itself

“The results of supervisory or examination activities by our regulators, including actual or perceived compliance failures, could result in limitations on our ability to enter into certain transactions, engage in new activities, expand geographically, make acquisitions or obtain necessary regulatory approvals in connection therewith, or otherwise require us to modify our businesses practices in a manner that materially impacts our financial condition or results of operations.”

Annual report 2025A · The company itself

“We are subject to regulatory capital and liquidity standards that affect our business, operations and ability to pay dividends or otherwise return capital to shareholders. PNC and PNC Bank are subject to regulatory capital and liquidity requirements established by the Federal Reserve and the OCC, respectively. Requirements to maintain specified levels of capital and liquidity, and regulatory expectations as to the quality of our capital and liquidity, impact our business activities and may prevent us from taking advantage of opportunities in the best interest of shareholders or force us to take actions contrary to their interests.”

Annual report 2025A · The company itself

“Moreover, our use of AI/machine learning algorithms is subject to a variety of existing laws and regulations, including intellectual property, privacy (including with respect to automated decision making), consumer protection and federal equal opportunity laws and regulations, and additional new laws and regulations, and new applications or interpretations of existing laws and regulations, related to AI/machine learning algorithms may impact our ability to develop, use and commercialize AI/machine learning algorithms.”

Annual report 2025A · The company itself

“Demand for our products and services could also suffer as many of the risks to PNC related to the economy and other external factors, including regulation, such as changes to tax laws and tax rates, could negatively impact consumers and businesses and their interest in or ability to use our products and services.”

Annual report 2025A · The company itself

“At the same time, financial services firms are also facing criticism and reputational harm if they are perceived as declining to provide, ceasing to provide, or otherwise restricting, banking and other services to businesses engaged in lawful activities or individuals due to their political or social viewpoints.”

Annual report 2025A · The company itself

“We are also vulnerable, including to regulatory penalties, if an outside company fails to comply with legal requirements relevant to its work on our behalf.”

Annual report 2025A · The company itself

“In addition, we execute transactions with counterparties in the financial services industry. Financial services institutions are interconnected because of trading, funding, clearing or other relationships. As a result, uncertainty about the stability of other financial services institutions could lead to market-wide losses and defaults.”

Annual report 2025A · The company itself

“Our business and financial performance are vulnerable to the impact of changes in the values of financial assets. As a financial institution, a substantial majority of our assets and liabilities are financial in nature. Examples include loans, securities, servicing rights, deposits and borrowings. Such assets and liabilities will fluctuate in value, often significantly, due to movements in the financial markets or market volatility as well as developments specific to the asset or liability in question.”

Annual report 2025A · The company itself

“In many cases, we mark our assets and liabilities to market and recognize such changes either through net income or OCI. Thus, gains or losses on these assets and liabilities can have a direct impact on our results of operations and financial performance, unless we have effectively hedged our exposures.”

Annual report 2025A · The company itself

“In addition, asset management revenue is earned primarily based on a percentage of the value of the assets being managed and thus is impacted by general changes in market valuations.”

Annual report 2025A · The company itself

“In our asset management business, investment performance is an important factor influencing the level of assets that we manage. Poor investment advice or performance could hurt revenue and growth as existing clients might withdraw funds in favor of better performing products.”

Annual report 2025A · The company itself

“Overall economic conditions may limit the amount that customers are able or willing to invest as well as the value of the assets they do invest. The failure or negative performance of products of other financial institutions could lead to a loss of confidence in similar products offered by us without regard to the performance of our products.”

Annual report 2025A · The company itself

“We could suffer a material adverse impact from failures and interruptions in the effective operation of our technology. The need to ensure proper functioning and resiliency of our information and communications systems and other technology has become more important and challenging, and the costs involved in that effort continue to be high.”

Annual report 2025A · The company itself

“We are vulnerable to the impact of failures and interruptions of our technology to operate as needed or intended. Failures and interruptions leading to materially adverse impacts could include those resulting from human error, unexpected transaction volumes, or overall security, design or performance issues. In addition, our ability to use our technology effectively could be impacted due to design flaws, software bugs, errors, hardware failures, outages, bad weather, disasters, bad actors, terrorism, civil unrest, military conflict and the like.”

Annual report 2025A · The company itself

“We rely on technology maintained by other companies. We use other companies both to provide products and services directly to us and to assist us in providing products and services to our customers. Others provide the infrastructure that supports, for example, communications, payment, clearing and settlement systems, or information processing and storage.”

Annual report 2025A · The company itself

“The occurrence of any failure or interruption of any of our information or communications systems or other system, or those of other companies on which we rely, including those where there is not a reasonably available alternative, could result in a wide variety of adverse consequences to us. This risk is greater if the issue is widespread, extends for a significant period of time, or results in financial losses to our customers. The consequences include our ability to use our accounting, deposit, loan, payment and other systems, errors in transactions or impaired system functionality with customers, vendors or other parties, damage to our reputation or a loss of customer business (which could occur even if the negative impact on customers was de minimis) and litigation or additional regulatory scrutiny relating to such events (which in turn could lead to liability or other sanctions, including fines and penalties or reimbursement of adversely affected customers).”

Annual report 2025A · The company itself

“Any disruption in services provided by these third parties could adversely affect our ability to conduct our business. Replacing third parties could also entail significant delay and expense.”

Annual report 2025A · The company itself

“We operate in an uncertain economic environment due to sustained inflationary pressures, including higher prices and lower housing affordability, and fluctuating trade policies (including tariffs), combined with geopolitical tensions.”

Annual report 2025A · The company itself

“We are, however, susceptible to the risk that foreign economic conditions, trade policies (including tariffs) and geopolitical tensions could negatively affect our business and financial performance.”

Annual report 2025A · The company itself

“The techniques used in cyber attacks and breaches 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 other data security breaches. Additionally, cyber attacks and breaches in some cases appear to be supported by foreign governments or other well-financed entities and often originate from less regulated and remote areas of the world.”

Annual report 2025A · The company itself

“Our business and financial performance could be adversely affected, directly or indirectly, by disasters, natural or otherwise, by terrorist activities, by international hostilities or by domestic civil unrest. Neither the occurrence nor the potential impact of natural and other disasters (including severe weather events), health emergencies, dislocations, geopolitical instabilities, terrorist activities, international hostilities or other extraordinary events beyond PNC’s control can be predicted.”

Annual report 2025A · The company itself

“The ability of borrowers to repay loans is often weakened as a result of economic downturns, higher inflation and unemployment.”

Annual report 2025A · The company itself

“We operate in an uncertain economic environment due to sustained inflationary pressures, including higher prices and lower housing affordability, and fluctuating trade policies (including tariffs), combined with geopolitical tensions.”

Annual report 2025A · The company itself

“Demand for our products and services could also suffer as many of the risks to PNC related to the economy and other external factors, including regulation, such as changes to tax laws and tax rates, could negatively impact consumers and businesses and their interest in or ability to use our products and services.”

Annual report 2025A · The company itself

“Employees totaled 55,333 at December 31, 2025.”

Annual report 2025A · The company itself

“We depend on skilled labor, and employee attrition, competition for talented employees and labor shortages may have a material adverse effect on our business and operations. Our performance and competitive position depend on our ability to attract, develop and retain high-performing employees.”

Annual report 2025A · The company itself

“Competition for qualified personnel leads to increased expenses in affected business areas.”

Annual report 2025A · The company itself

“Our ability to attract and retain customer deposits is impacted by the levels of interest rates, as customers balance the benefits of bank accounts with deposit insurance and some of the convenience associated with more traditional banking products against the possibility of higher yields from other investments. In general, if the spread between the rates we offer and those offered by alternatives to bank accounts widens, customers are often willing to forego the benefits of bank accounts (such as FDIC insurance) for higher returns elsewhere. Our customers have removed and could continue to remove money from deposit accounts with us in favor of other banks or other types of products, such as emerging financial technologies, including digital wallets, non-fungible tokens and digital currencies and cryptocurrencies (including stablecoins).”

Annual report 2025A · The company itself

“Developments in the regulatory landscape relating to emerging financial technologies, including with respect to payment services and systems, lending, digital wallets, non-fungible tokens and digital currencies and cryptocurrencies (including stablecoins), may affect our customers’ needs and expectations for products and services.”

Annual report 2025A · The company itself

“The ability of borrowers to repay loans is often weakened as a result of economic downturns, higher inflation and unemployment.”

Annual report 2025A · The company itself

“We operate in an uncertain economic environment due to sustained inflationary pressures, including higher prices and lower housing affordability, and fluctuating trade policies (including tariffs), combined with geopolitical tensions.”

Annual report 2025A · The company itself

“PNC and its customers will need to respond to any new laws and regulations as well as any changes in consumer and business preferences related to climate change. Among the impacts to PNC could be a drop in demand for our products and services, particularly in certain sectors if our products or services do 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.”

Annual report 2025A · The company itself

“Our business and financial performance could be adversely affected, directly or indirectly, by disasters, natural or otherwise, by terrorist activities, by international hostilities or by domestic civil unrest. Neither the occurrence nor the potential impact of natural and other disasters (including severe weather events), health emergencies, dislocations, geopolitical instabilities, terrorist activities, international hostilities or other extraordinary events beyond PNC’s control can be predicted.”

Annual report 2025A · The company itself

“Environmental regulations or changes in the supply, demand or available sources of energy or other resources may affect the availability or cost of goods and services necessary to run our business and our customers’ businesses.”

Annual report 2025A · The company itself

“To an increasing extent, financial services companies, including PNC, are facing criticism with accompanying reputational risk from activists, investors and stakeholders who believe companies should be focusing more or less on environmental, social and governance matters. Companies in our industry are targeted for engaging in business with specific customers or with customers in particular industries, where the customers’ activities, even if legal, are perceived as having harmful impacts on matters such as the environment, consumer health and safety, or society at large.”

Annual report 2025A · The company itself

“As a result, however we respond to such criticism, we expose ourselves to the risks that current or potential customers decline to do business with us (or encourage others to do so) or current or potential employees refuse to work for us.”

Annual report 2025A · The company itself

“Limitations on the way regulated financial institutions can compensate their officers and employees may make it more difficult for regulated financial institutions, including PNC, to compete with other companies for talent.”

Annual report 2025A · The company itself

“As a result, the direct impact on our business and financial performance from economic conditions outside the U.S. is not likely to be significant, although the impact would increase if we expanded our foreign business and operations more than nominally.”

Annual report 2025A · The company itself

“Our retail branch network is located coast-to-coast, and we also have strategic international offices in four countries outside the U.S.”

Annual report 2025A · The company itself

“As a result, the direct impact on our business and financial performance from economic conditions outside the U.S. is not likely to be significant, although the impact would increase if we expanded our foreign business and operations more than nominally.”

Annual report 2025A · The company itself

“Our retail branch network is located coast-to-coast, and we also have strategic international offices in four countries outside the U.S.”

Annual report 2025A · The company itself