PNC · 10-Q · 2026Q2 · Full report

Visa Interchange Litigation

PNC FINANCIAL SERVICES GROUP, INC. · 2026-08-05 · Importance 40 · Surprise 42

PNC’s Visa Class B-3 shares remain transferable only under limited circumstances until the pending interchange litigation is resolved or Visa launches another exchange program. PNC estimated the total value of its Visa Class B-3 investment at approximately $0.5 billion at June 30, 2026, although the shares do not have readily observable fair value because of their restricted transferability. During the second quarter, PNC converted Class B-2 shares into 0.9 million Class B-3 shares and 0.3 million Class C shares, recording a $448 million gain on the Class C shares. The exchange required PNC to accept a make-whole agreement retaining the same indemnity obligations to Visa as before the exchange.