PNC · 10-Q · 2026Q3 · Full report

Visa Interchange Litigation

PNC FINANCIAL SERVICES GROUP, INC. · 2026-11-03 · Importance 32 · Surprise 24

PNC’s Visa Class B-3 shares remain subject to transfer restrictions pending resolution of the Visa interchange litigation, unless Visa launches another exchange program allowing conversion into freely transferable Class C shares. At September 30, 2026, the estimated value of PNC’s Class B-3 investment was approximately $0.5 billion, while its cost basis was insignificant. PNC stated that this estimate is not fair value because of the shares’ limited transferability and the lack of observable marketplace transactions. The filing does not describe a litigation resolution or quantify a separate litigation liability in this passage.

Key facts

• PNC recorded a $448 million gain in the second quarter of 2026 and an $11 million gain in the third quarter of 2026 related to Visa Class C shares received in the exchange. source
• PNC’s Visa Class B-3 investment had an estimated value of approximately $0.5 billion, while its cost basis was insignificant. source
• PNC’s Visa Class B-3 shares were transferable only under limited circumstances until resolution of the pending interchange litigation or another Visa exchange program allowing conversion into freely transferable Visa Class C shares. source
• During the second quarter of 2026, PNC exchanged Visa Class B-2 shares for 0.9 million Visa Class B-3 shares and 0.3 million Visa Class C shares. source
• PNC had no remaining Visa Class C common shares at September 30, 2026. source
• PNC Retail Banking’s nine-month 2026 noninterest income increased due to a gain from PNC’s participation in the Visa exchange program, the addition of FirstBank customers, and growth in client activity. source