The PNC Financial Services Group entered a definitive agreement to acquire FirstBank Holding Company, including its banking subsidiary FirstBank, headquartered in Lakewood, CO.
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. 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.
“FirstBank is the standout branch banking franchise in Colorado and Arizona, with a proud legacy built over generations by its founders, management, and employees,” William S. Demchak, chairman and CEO of PNC, said. “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.
“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,” Kevin Classen, CEO of FirstBank, said. “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.”
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 branch teams.
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, 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 and Goldman Sachs are serving as co-financial advisors to FirstBank and Sullivan & Cromwell is serving as lead legal advisor.
