Deal Structure and Shareholder Support
Under the agreement, FirstBank shareholders will have the choice of receiving either cash or PNC shares. The cash component is capped at $1.2 billion, while PNC will issue up to 13.9 million common shares.
The deal already has board approval from both banks, with nearly 46% of FirstBank shareholders pledging to vote in favor. The parties expect to close in early 2026, pending regulatory approval and closing conditions.
What Happens Next?
Once finalized, FirstBank will be merged into PNC, with customers converted onto PNC’s platform. In a move aimed at reassuring both employees and communities, PNC said it will retain all FirstBank branches and staff.
Legal Heavyweights Behind the Deal
PNC is represented by Edward D. Herlihy, Nicholas G. Demmo, Fabiola Urdaneta, Derrick L. Parker Jr., Richard K. Kim, Ledina Gocaj, Lexie R. Shah, Christina C. Ma, Jeannemarie O’Brien, Alicia C. McCarthy, and Amy Zeng of Wachtell Lipton Rosen & Katz.
FirstBank turned to Sullivan & Cromwell LLP for representation.
