The PNC Financial Services Group Inc. announced a definitive agreement to acquire FirstBank Holding Company, including its banking subsidiary FirstBank, headquartered in Lakewood, Colo.
FirstBank, with $26.8 billion in assets as of June 30, 2025, provides commercial and retail banking services across Colorado and Arizona. FirstBank operates 95 branches, with a leading position in Colorado and a substantial presence in Arizona. The addition of FirstBank's strong presence in these fast-growing markets will reinforce PNC as a leading national bank in the United States.
The combination will propel Colorado to one of PNC's top markets nationwide, more than tripling PNC's branch network in the state to 120. PNC will become #1 in Denver in both retail deposit share (20%) and branch share (14%). Denver will become one of PNC's largest markets for commercial and business banking. The transaction will also grow PNC's presence in Arizona to more than 70 branches, adding 13 FirstBank branches. Building on FirstBank's local relationships, PNC intends to expand its corporate and private banking franchises as well.
"FirstBank is the standout branch banking franchise in Colorado and Arizona, with a proud legacy built over generations by its founders, management, and employees," said William S. Demchak, chairman and CEO of PNC. "Its deep retail deposit base, unrivaled branch network in Colorado, growing presence in Arizona and trusted community relationships make it an ideal partner for PNC."
The addition of FirstBank is part of PNC's strategy to scale its franchise through organic growth and strategic acquisition. Over the last decade, PNC has consistently achieved double-digit revenue growth in new and acquired markets, bringing the best of PNC's people, products and services to customers, including significant investments in branch expansion, marketing and technology.
FirstBank has a multi-generational commitment to supporting the communities in which it serves, including its sponsorship of Colorado Gives Day, which has raised over $500 million for local nonprofits. PNC intends to build on that tradition to improve quality of life and spur economic empowerment through strategic investments, community development and employee volunteerism.
Over the last three years, PNC's Community Benefits Plan (CBP) has deployed more than $85 billion nationwide in support of affordable housing, economic development and small businesses, contributing $3.4 billion in Colorado and in Arizona. PNC Grow Up Great, a more than $500 million initiative to prepare children from birth to age 5 for success in school and life through high-quality bilingual early childhood education programs and resources, has also fostered more than 1.2 million employee volunteer hours.
"For decades, FirstBank has been proud to serve Colorado and Arizona with a strong community focus, deep customer relationships and dedicated commitment to our employees," said Kevin Classen, CEO of FirstBank. "In PNC, we have found a partner that not only values this legacy but is committed to building on it. Their scale, technology and breadth of financial services will allow us to offer even more to our customers, while ensuring that our employees and communities continue to thrive."
FirstBank's straightforward, community-based model—anchored by regional leaders in local markets—mirrors PNC's local approach to banking and will allow PNC to bring all the capabilities of a large national bank to FirstBank's clients. PNC will honor FirstBank's legacy, delivering an outstanding experience for customers and communities in Colorado and Arizona.
Classen will become PNC's Colorado Regional President and Mountain Territory Executive, which includes Arizona and Utah, continuing to lead with local expertise and trusted relationships. PNC plans to retain all of FirstBank's branches and FirstBank's exceptional customer-facing branch teams, ensuring continuity for customers, employees and the communities FirstBank serves.
The boards of directors of both PNC and FirstBank Holding Company have approved the transaction, which is expected to close in early 2026 subject to receipt of all required approvals and other customary closing conditions. FirstBank Holding Company's shareholders holding or having control or direction over approximately 45.7% of FirstBank Holding Company's shares have entered into customary voting and support agreements and have agreed to vote their shares in favor of the transaction. Following the closing, FirstBank will be merged into PNC Bank, N.A. when PNC is prepared to convert FirstBank customers to the PNC platform with FirstBank branches assuming the PNC Bank name.
Under the terms of the agreement, FirstBank stockholders will be entitled to elect to receive the merger consideration in PNC common stock or in cash, subject to certain limitations. The aggregate consideration is comprised of a fixed number of approximately 13.9 million shares of PNC common stock and $1.2 billion in cash and implies a transaction value of $4.1 billion.
Wells Fargo is serving as financial advisor to PNC. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to PNC.
Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are serving as co-financial advisors to FirstBank and Sullivan & Cromwell LLP is serving as lead legal advisor.