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    PNFP Reports 3Q25 Diluted EPS of $2.19, or $2.27 Excluding Merger-Related Expenses

    10/15/25 5:45:00 PM ET
    $PNFP
    Major Banks
    Finance
    Get the next $PNFP alert in real time by email

    Core deposits, revenues and diluted EPS all up double-digit percentages year-over-year

    Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) reported net income per diluted common share of $2.19 for the quarter ended Sept. 30, 2025, compared to net income per diluted common share of $1.86 for the quarter ended Sept. 30, 2024, an increase of approximately 17.7 percent. Net income per diluted common share was $5.96 for the nine months ended Sept. 30, 2025, compared to net income per diluted common share of $4.08 for the nine months ended Sept. 30, 2024, an increase of approximately 46.1 percent.

    After considering the adjustments noted in the table below, net income per diluted common share was $2.27 for the three months ended Sept. 30, 2025, compared to $1.86 for the three months ended Sept. 30, 2024, an increase of 22.0 percent. Net income per diluted common share, adjusted for the items noted in the table below, was $6.16 for the nine months ended Sept. 30, 2025, compared to net income per diluted common share of $5.02 for the nine months ended Sept. 30, 2024, an increase of approximately 22.7 percent.

     

    Three months ended

     

    Nine months ended

     

    September 30, 2025

    June 30, 2025

    September 30, 2024

     

    September 30, 2025

    September 30, 2024

    Diluted earnings per common share

    $

    2.19

    $

    2.00

    $

    1.86

     

    $

    5.96

    $

    4.08

     

    Adjustments, net of tax (1):

     

     

     

     

     

     

    Investment losses on sales of securities, net

     

    —

     

     

    —

     

     

    —

     

     

     

    0.12

     

     

    0.71

     

    Recognition of mortgage servicing asset

     

    —

     

     

    —

     

     

    —

     

     

     

    —

     

     

    (0.12

    )

    FDIC special assessment

     

    —

     

     

    —

     

     

    —

     

    —

     

    —

     

     

    0.07

     

    Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

     

    —

     

     

    —

     

     

    —

     

     

     

    —

     

     

    0.28

     

    Merger-related expenses

     

    0.08

     

     

    —

     

     

    —

     

     

     

    0.08

     

     

    —

     

    Diluted earnings per common share after adjustments

    $

    2.27

     

    $

    2.00

     

    $

    1.86

     

     

    $

    6.16

     

    $

    5.02

     

     

    Numbers may not foot due to rounding.

    (1): Adjustments include tax effect calculated using a marginal tax rate of 25.00 percent for all periods presented.

    "Our proven approach to producing outsized total shareholder returns for the last 25 years, and the principal thesis for our pending merger with Synovus, centers on our perennial ability to engage our associates and create raving fans among clients," said M. Terry Turner, Pinnacle's president and chief executive officer. "With the single highest net promoter score among U.S. banks according to Crisil Coalition Greenwich, our flywheel continued to accelerate in the third quarter of 2025.

    "On a linked-quarter annualized basis, third quarter revenues increased 31.5 percent, diluted earnings per share increased 38.0 percent, adjusted diluted earnings per share increased 54.0 percent, noninterest-bearing deposits increased 14.5 percent, core deposits increased 10.6 percent and total loans increased 8.9 percent.

    "Hiring momentum also continued to be strong post merger announcement, as we have hired 35 revenue producers during the third quarter, which was virtually identical to the 2025 quarterly run rate in the two previous quarters," Turner said. "Additionally, associate retention in the third quarter was a remarkable 93 percent and exactly matched that over the last 12 months."

    BALANCE SHEET GROWTH AND LIQUIDITY:

    Total assets at Sept. 30, 2025, were $56.0 billion, an increase of approximately $1.2 billion from June 30, 2025, and $5.3 billion from Sept. 30, 2024, reflecting a linked-quarter annualized increase of 8.5 percent and a year-over-year increase of 10.4 percent. A further analysis of select balance sheet trends follows:

     

    Balances at

    Linked-Quarter

    Annualized

    % Change

    Balances at

    Year-over-Year

    % Change

    (dollars in thousands)

    September 30, 2025

    June 30,

    2025

    September 30, 2024

    Loans

    $

    37,932,613

    $

    37,105,164

    8.9

    %

    $

    34,308,310

    10.6

    %

    Securities

     

    9,056,608

     

     

    9,066,651

     

    (0.4

    )%

     

    8,293,241

     

    9.2

    %

    Other interest-earning assets

     

    3,228,993

     

     

    2,923,964

     

    41.7

    %

     

    2,810,283

     

    14.9

    %

    Total interest-earning assets

    $

    50,218,214

     

    $

    49,095,779

     

    9.1

    %

    $

    45,411,834

     

    10.6

    %

     

     

     

     

     

     

    Core deposits:

     

     

     

     

     

    Noninterest-bearing deposits

    $

    8,952,978

     

    $

    8,640,759

     

    14.5

    %

    $

    8,229,394

     

    8.8

    %

    Interest-bearing core deposits(1)

     

    31,860,709

     

     

    31,120,278

     

    9.5

    %

     

    27,535,246

     

    15.7

    %

    Noncore deposits and other funding(2)

     

    7,442,496

     

     

    7,698,394

     

    (13.3

    )%

     

    7,972,199

     

    (6.6

    )%

    Total funding

    $

    48,256,183

     

    $

    47,459,431

     

    6.7

    %

    $

    43,736,839

     

    10.3

    %

    (1):

    Interest-bearing core deposits are interest-bearing deposits, money market accounts and time deposits less than $250,000 including reciprocating time and money market deposits.

    (2):

    Noncore deposits and other funding consists of time deposits greater than $250,000, securities sold under agreements to repurchase, public funds, brokered deposits, FHLB advances and subordinated debt.

    "Loan growth was again one of the highlights for the third quarter," said Harold R. Carpenter, Pinnacle's chief financial officer. "The growth in our commercial and industrial segment continued to outpace our other loan segments as it was up 17.9 percent linked-quarter annualized. Additionally, given we are below our long-term concentration thresholds for construction and land development, we reengaged with borrowers in that segment a few quarters ago and expect to see net growth in construction lending in the coming quarters which will also support our loan growth as we head into 2026.

    "Deposits increased by $727.9 million in the third quarter of 2025 from the second quarter. Importantly, our noninterest-bearing deposits increased by $312.2 million in the third quarter. Noninterest-bearing deposits are up $782.5 million year-to-date, or about 12.8 percent annualized. This is largely based on success with our treasury management and specialty deposit capabilities, momentum we expect to carry over after we combine with Synovus."

    PRE-TAX, PRE-PROVISION NET REVENUE (PPNR) GROWTH AND PROFITABILITY:

    Pre-tax, pre-provision net revenues (PPNR) for the three and nine months ended Sept. 30, 2025, were $241.7 million and $647.6 million, respectively, compared to $207.4 million and $488.4 million, respectively, recognized in the three and nine months ended Sept. 30, 2024. As noted in the table below, adjusted PPNR for the three and nine months ended Sept. 30, 2025, were $249.5 million and $668.2 million, respectively, compared to $207.5 million and $584.5 million, respectively, recognized in the three and nine months ended Sept. 30, 2024, an increase of 20.3 percent and 14.3 percent, respectively.

     

    Three months ended

    Nine months ended

     

    September 30,

    September 30,

    (dollars in thousands)

    2025

    2024

    % change

    2025

    2024

    % change

    Revenues:

     

     

     

     

     

     

    Net interest income

    $

    396,865

    $

    351,504

    12.9%

    $

    1,140,826

    $

    1,001,800

    13.9%

    Noninterest income

     

    147,938

     

     

    115,242

     

    28.4%

     

    371,821

     

     

    259,633

     

    43.2%

    Total revenues

     

    544,803

     

     

    466,746

     

    16.7%

     

    1,512,647

     

     

    1,261,433

     

    19.9%

    Noninterest expense

     

    303,139

     

     

    259,319

     

    16.9%

     

    865,072

     

     

    773,073

     

    11.9%

    Pre-tax, pre-provision net revenue

     

    241,664

     

     

    207,427

     

    16.5%

     

    647,575

     

     

    488,360

     

    32.6%

    Adjustments:

     

     

     

     

     

     

    Investment losses on sales of securities, net

     

    —

     

     

    —

     

    NA

     

    12,512

     

     

    72,103

     

    (82.6)%

    Recognition of mortgage servicing asset

     

    —

     

     

    —

     

    NA

     

    —

     

     

    (11,812

    )

    (100.0)%

    ORE expense

     

    146

     

     

    56

     

    >100.0%

     

    341

     

     

    162

     

    >100.0%

    FDIC special assessment

     

    —

     

     

    —

     

    NA

     

    —

     

     

    7,250

     

    (100.0)%

    Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

     

    —

     

     

    —

     

    NA

     

    —

     

     

    28,400

     

    (100.0)%

    Merger-related expenses

     

    7,727

     

     

    —

     

    100.0%

     

    7,727

     

     

    —

     

    100.0%

    Adjusted pre-tax, pre-provision net revenue

    $

    249,537

     

    $

    207,483

     

    20.3%

    $

    668,155

     

    $

    584,463

     

    14.3%

     

    Three months ended

     

    Nine months ended

     

    September 30, 2025

    June 30,

    2025

    September 30, 2024

     

    September 30, 2025

    September 30, 2024

    Net interest margin

    3.26

    %

    3.23

    %

    3.22

    %

     

    3.24

    %

    3.14

    %

    Efficiency ratio

    55.64

    %

    56.72

    %

    55.56

    %

     

    57.19

    %

    61.29

    %

    Return on average assets (1)

    1.22

    %

    1.15

    %

    1.15

    %

     

    1.14

    %

    0.85

    %

    Return on average tangible common equity (TCE) (1)

    14.49

    %

    13.75

    %

    13.61

    %

     

    13.60

    %

    10.24

    %

    Average loan to deposit ratio

    82.88

    %

    83.57

    %

    84.99

    %

     

    83.40

    %

    84.89

    %

    Net interest income for the third quarter of 2025 was $396.9 million, compared to $351.5 million for the third quarter of 2024, a year-over-year growth rate of 12.9 percent. Net interest margin was 3.26 percent for the third quarter of 2025, compared to 3.22 percent for the third quarter of 2024.

    Total revenues for the third quarter of 2025 were $544.8 million, compared to $466.7 million for the third quarter of 2024, a year-over-year increase of 16.7 percent.

     

    Three months ended

    Linked-quarter Annualized % Change

    Three months ended

    Yr-over-Yr

    % Change

    (dollars in thousands)

    September 30, 2025

    June 30,

    2025

    September 30,

    2024

    Net interest income

    $

    396,865

    $

    379,533

    18.3%

    $

    351,504

    12.9%

    Noninterest income

     

    147,938

     

    125,457

    71.7%

     

    115,242

    28.4%

    Total revenues

    $

    544,803

    $

    504,990

    31.5%

    $

    466,746

    16.7%

    • Wealth management revenues, which include investment, trust and insurance services, were $38.2 million for the third quarter of 2025, compared to $29.5 million for the third quarter of 2024, a year-over-year increase of 29.5 percent. The increase in wealth management revenues is primarily attributable to an increase in capacity. Pinnacle continues to hire more revenue producers across the firm, particularly in the areas of the firm's most recent market expansions, further showcasing the power of its differentiated model in markets where we have not previously operated.
    • Income from the firm's investment in Banker's Healthcare Group (BHG) was $40.6 million for the third quarter of 2025, compared to $16.4 million for the third quarter of 2024, a year-over-year increase of 148.0 percent.
      • BHG's loan originations were $1.7 billion in the third quarter of 2025, compared to $1.5 billion in the second quarter of 2025 and $989 million in the third quarter of 2024.
      • Loans sold to BHG's community bank partners were approximately $561 million in the third quarter of 2025, compared to $614 million in the second quarter of 2025 and $521 million in the third quarter of 2024.
      • BHG reserves for on-balance sheet loan losses were $336 million, or 11.2 percent of loans held for investment at Sept. 30, 2025, compared to 10.5 percent at June 30, 2025, and 9.1 percent at Sept. 30, 2024.
      • At Sept. 30, 2025, BHG increased its accrual for estimated losses attributable to loan substitutions and prepayments to $644 million, or 7.9 percent of the unpaid balances on loans that were previously purchased by BHG's community bank network, compared to 7.8 percent at June 30, 2025 and 6.2 percent at Sept. 30, 2024.
    • Noninterest income categories, other than those specifically noted above, contributed $69.1 million for the quarter ended Sept. 30, 2025, a decrease of $244,000 from the third quarter of 2024. Increases in service charges on deposit accounts were largely offset by declines in gains on mortgage loans sold in the comparable periods.

    Noninterest expense for the third quarter of 2025 was $303.1 million, compared to $259.3 million for the third quarter of 2024. As noted in the table below, adjusted noninterest expense for the third quarter of 2025 was $295.3 million, compared to $259.3 million for the third quarter of 2024.

     

    Three months ended

    Linked-quarter Annualized % Change

    Three months ended

    Yr-over-yr % Change

    (dollars in thousands)

    September 30, 2025

    June 30,

    2025

    September 30,

    2024

    Noninterest expense

    $

    303,139

    $

    286,446

    23.3 %

    $

    259,319

    16.9 %

    Less:

     

     

     

     

     

    ORE expense

     

    146

     

    137

    26.3 %

     

    56

    >100.0%

    Merger-related expenses

     

    7,727

     

    —

    100.0 %

     

    —

    100.0 %

    Adjusted noninterest expense

    $

    295,266

    $

    286,309

    12.5 %

    $

    259,263

    13.9 %

    • Salaries and employee benefits were $187.0 million in the third quarter of 2025, compared to $160.2 million in the third quarter of 2024, reflecting a year-over-year increase of 16.7 percent.
      • Cash incentive costs in the third quarter of 2025 totaling $34.5 million were approximately $1.0 million higher than the second quarter of 2025. The increase in cash incentive costs was largely due to an increase in the estimated payout for anticipated incentive awards. The second quarter 2025 accrual assumed a 115 percent of target payout for 2025, compared to a third quarter 2025 accrual that assumes a 125 percent of target payout for 2025, again reflecting the extraordinary growth in revenue and EPS in the third quarter and forecast for the remainder of the year.
    • Equipment and occupancy costs were $48.9 million in the third quarter of 2025, compared to $42.6 million in the third quarter of 2024, resulting in a year-over-year increase of 14.9 percent. This increase was primarily attributable to the opening of 10 new full-service locations throughout the Company's footprint since Jan. 1, 2024 and the relocation of the Company's corporate headquarters to a new location in downtown Nashville during the first quarter of 2025.
    • Merger-related expenses for the quarter were $7.7 million and represent costs associated with our pending merger with Synovus.

     

    "Revenue growth in the third quarter was exceptional and a further indication of how fast our flywheel continues to turn," Carpenter said. "Third quarter revenues amounted to approximately $544.8 million, which was a 16.7 percent increase over the same period last year. Loan growth was the primary driver as net interest income was 12.9 percent greater in the third quarter of 2025 than the same quarter last year. As anticipated, our net interest margin expanded in the third quarter, and we expect continued expansion in the fourth quarter. We attribute margin expansion, in part, to our deliberate focus on managing our funding costs even as we grow earning assets. Additionally, we anticipate two additional Federal funds rate decreases during the fourth quarter of 2025 which, we believe, will also provide additional opportunities to expand our net interest margin as we enter 2026.

    "Noninterest income growth was another highlight for the quarter. Obviously, BHG contributed significantly to our fee growth in the third quarter. BHG is having an exceptional year, as pipelines continue to be robust while credit costs remain contained. Additionally, we continue to experience quarter-over-quarter growth in several key core banking fee categories, including commercial deposit charges and wealth management fees. As to noninterest expense, we increased our incentive accrual for our 2025 associate cash incentives to an anticipated maximum payout of 125 percent of target, as we believe we will exceed our revenue and earnings per share targets, which will warrant the maximum award level."

    CAPITAL AND SOUNDNESS:

     

    As of

     

    September 30,

    2025

    December 31,

    2024

    September 30,

    2024

    Shareholders' equity to total assets

     

    12.3

    %

     

    12.2

    %

     

    12.5

    %

    Tangible common equity to tangible assets

     

    8.8

    %

     

    8.6

    %

     

    8.7

    %

    Book value per common share

    $

    85.60

     

    $

    80.46

     

    $

    79.33

     

    Tangible book value per common share

    $

    61.53

     

    $

    56.24

     

    $

    55.12

     

    Annualized net loan charge-offs to avg. loans (1)

     

    0.18

    %

     

    0.24

    %

     

    0.21

    %

    Nonperforming assets to total loans, ORE and other nonperforming assets (NPAs)

     

    0.41

    %

     

    0.42

    %

     

    0.35

    %

    Classified asset ratio (Pinnacle Bank) (2)

     

    4.16

    %

     

    3.79

    %

     

    3.92

    %

    Construction and land development loans as a percentage of total capital (3)

     

    59.60

    %

     

    70.50

    %

     

    68.20

    %

    Construction and land development, non-owner occupied commercial real estate and multi-family loans as a percentage of total capital (3)

     

    218.10

    %

     

    242.20

    %

     

    243.30

    %

    Allowance for credit losses (ACL) to total loans

     

    1.15

    %

     

    1.17

    %

     

    1.14

    %

    (1):

    Annualized net loan charge-offs to average loans ratios are computed by annualizing quarterly net loan charge-offs and dividing the result by average loans for the quarter.

    (2):

    Classified assets as a percentage of Tier 1 capital plus allowance for credit losses.

    (3):

    Calculated using the same guidelines as are used in the Federal Financial Institutions Examination Council's Uniform Bank Performance Report.

    "Third quarter soundness metrics all remain strong," Carpenter said. "All of the critical credit measures that we routinely monitor are in acceptable ranges for our operating model, and we expect these measures to remain consistent for the remainder of

    this year. Even with the consistent growth this year, our capital ratios have remained constant. Our tangible equity ratio increased to 8.8 percent at Sept. 30, 2025 while our common equity tier one risk-based capital ratio stood at 10.8 percent, again basically unchanged for the year, even with meaningful asset growth. Consistent with our obsession with producing outsized financial results, our tangible book value per share of $61.53 at Sept. 30, 2025, increased 19.3 percent linked-quarter annualized."

    PINNACLE AND SYNOVUS MERGER UPDATE:

    Pinnacle reported strong progress on its merger with Synovus. The necessary regulatory applications were filed on August 25, 2025, and Pinnacle continues to believe that it will receive all necessary regulatory approvals in time to close the merger early in the first quarter of 2026.

    Pinnacle continues to estimate cost savings from the merger of $250 million on a fully phased-in basis. Importantly, both companies believe the continued strong revenue momentum experienced in the third quarter only increases their confidence that the transaction will produce major revenue gains for the combined firm.

    The power of the Pinnacle business model will be readily achievable throughout the combined company and management of both companies is committed to its prompt and effective implementation. The companies reiterated that earnings projections do not include incremental revenue opportunities but anticipate that future earnings will benefit substantially from realization of these identified revenue initiatives.

    WEBCAST AND CONFERENCE CALL INFORMATION

    Pinnacle will host a webcast and conference call at 8:30 a.m. CT on October 16, 2025, to discuss third quarter 2025 results and other matters. To access the call for audio only, please call 1-877-209-7255. For the presentation and streaming audio, please access the webcast on the investor relations page of Pinnacle's website at investors.pnfp.com.

    Pinnacle Financial Partners provides a full range of banking, investment, trust, mortgage and insurance products and services designed for businesses and their owners and individuals interested in a comprehensive relationship with their financial institution. The firm is the No. 1 bank in the Nashville-Murfreesboro-Franklin MSA, according to 2025 deposit data from the FDIC. Pinnacle is No. 9 on FORTUNE magazine's 2025 list of 100 Best Companies to Work For® in the U.S., its ninth consecutive appearance and was recognized by American Banker as one of America's Best Banks to Work For 12 years in a row and No. 1 among banks with more than $10 billion in assets in 2024.

    The firm began operations in a single location in downtown Nashville, TN in October 2000 and has since grown to approximately $56.0 billion in assets as of Sept. 30, 2025. As the second-largest bank holding company headquartered in Tennessee, Pinnacle operates in several primarily urban markets across the Southeast.

    Additional information concerning Pinnacle, which is included in the Nasdaq Financial-100 Index, can be accessed at www.pnfp.com.

    Forward-Looking Statements

    All statements, other than statements of historical fact, included in this press release, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words "expect," "aim," "anticipate," "intend," "may," "should," "plan," "looking for," "believe," "seek," "estimate" and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, including, but not limited to: (i) deterioration in the financial condition of borrowers of Pinnacle Bank and its subsidiaries or BHG, including as a result of persistent elevated interest rates, the negative impact of inflationary pressures and challenging economic conditions on our and BHG's customers and their businesses, resulting in significant increases in loan losses and provisions for those losses and, in the case of BHG, substitutions; (ii) fluctuations or differences in interest rates on loans or deposits from those that Pinnacle Financial is modeling or anticipating, including as a result of Pinnacle Bank's inability to better match deposit rates with the changes in the short-term rate environment, or that affect the yield curve; (iii) the impact of U.S. and global economic conditions, trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, and geopolitical instability; (iv) the sale of investment securities in a loss position before their value recovers, including as a result of asset liability management strategies or in response to liquidity needs; (v) adverse conditions in the national or local economies including in Pinnacle Financial's markets throughout the Southeast region of the United States, particularly in commercial and residential real estate markets; (vi) the inability of Pinnacle Financial, or entities in which it has significant investments, like BHG, to maintain the long-term historical growth rate of its, or such entities', loan portfolio; (vii) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits, including during times when Pinnacle Bank is seeking to limit the rates it pays on deposits or uncertainty exists in the financial services sector; (viii) risks associated with a prolonged shutdown of the United States federal government, including adverse effects on the national or local economies and adverse effects resulting from a shutdown of the U.S. Small Business Administration's SBA loan program; (ix) a merger or acquisition, like Pinnacle Financial's proposed merger with Synovus Financial Corp. ("Synovus"); (x) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (xi) effectiveness of Pinnacle Financial's asset management activities in improving, resolving or liquidating lower-quality assets; (xii) the impact of competition with other financial institutions, including pricing pressures and the resulting impact on Pinnacle Financial's results, including as a result of the negative impact to net interest margin from elevated deposit and other funding costs; (xiii) the results of regulatory examinations of Pinnacle Financial, Pinnacle Bank or BHG, or companies with whom they do business; (xiv) BHG's ability to profitably grow its business and successfully execute on its business plans; (xv) risks of expansion into new geographic or product markets; (xvi) the risk that the cost savings and synergies from Pinnacle Financial's proposed merger with Synovus may not be fully realized or may take longer than anticipated to be realized; (xvii) disruption to Synovus' business and to Pinnacle Financial's business as a result of the announcement and pendency of the proposed merger; (xviii) the risk that the integration of Pinnacle Financial's and Synovus' respective businesses and operations will be materially delayed or will be more costly or difficult than expected, including as a result of unexpected factors or events; (xix) the failure to obtain the necessary approvals of the proposed merger by the shareholders of Synovus or Pinnacle Financial; (xx) the amount of the costs, fees, expenses and charges related to the proposed merger; (xxi) the ability by each of Synovus and Pinnacle Financial to obtain required governmental approvals of the proposed transaction on the timeline expected, or at all, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company after the closing of the proposed transaction or adversely affect the expected benefits of the proposed transaction; (xxii) reputational risk and the reaction of Pinnacle Financial's and Synovus' customers, suppliers, employees or other business partners to the proposed merger; (xxiii) the failure of the closing conditions in the merger agreement related to the proposed merger to be satisfied, or any unexpected delay in closing the proposed merger or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (xxiv) the dilution caused by the issuance of shares of the common stock of the company resulting from the proposed merger of Pinnacle Financial and Synovus; (xxv) the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xxvi) risks related to management and oversight of the expanded business and operations of the combined company following the closing of the proposed merger; (xxvii) the possibility the combined company resulting from the proposed merger is subject to additional regulatory requirements as a result of the proposed merger or expansion of the resulting company's business operations following the proposed merger; (xxviii) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Synovus, Pinnacle Financial or the combined company resulting from the proposed merger; (xxix) general competitive, economic, political and market conditions and other factors that may affect future results of Synovus and Pinnacle Financial including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; and capital management activities; (xxx) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including goodwill or other intangible assets; (xxxi) the ineffectiveness of Pinnacle Bank's hedging strategies, or the unexpected counterparty failure or hedge failure of the underlying hedges; (xxxii) reduced ability to attract additional financial advisors (or failure of such advisors to cause their clients to switch to Pinnacle Bank), to retain financial advisors (including as a result of the competitive environment for associates) or otherwise to attract customers from other financial institutions; (xxxiii) deterioration in the valuation of other real estate owned and increased expenses associated therewith; (xxxiv) inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies, required capital maintenance levels or regulatory requests or directives, particularly if Pinnacle Bank's level of applicable commercial real estate loans were to exceed percentage levels of total capital in guidelines recommended by its regulators; (xxxv) approval of the declaration of any dividend by Pinnacle Financial's board of directors; (xxxvi) the vulnerability of Pinnacle Bank's network and online banking portals, and the systems of parties with whom Pinnacle Bank contracts, to unauthorized access, computer viruses, phishing schemes, spam or ransomware attacks, human error, natural disasters, power loss and other security breaches; (xxxvii) the possibility of increased compliance and operational costs as a result of increased regulatory oversight (including by the Consumer Financial Protection Bureau), including oversight of companies in which Pinnacle Financial or Pinnacle Bank have significant investments, like BHG, and the development of additional banking products for Pinnacle Bank's corporate and consumer clients; (xxxviii) Pinnacle Financial's ability to identify potential candidates for, consummate, and achieve synergies from, potential future acquisitions; (xxxix) difficulties and delays in integrating acquired businesses or fully realizing costs savings and other benefits from acquisitions; (xl) the risks associated with Pinnacle Bank being a minority investor in BHG, including the risk that the owners of a majority of the equity interests in BHG decide to sell the company or all or a portion of their ownership interests in BHG (triggering a similar sale by Pinnacle Bank); (xli) changes in or interpretations of state and federal legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or legislative developments; (xlii) fluctuations in the valuations of Pinnacle Financial's equity investments and the ultimate success of such investments; (xliii) the availability of and access to capital; (xliv) adverse results (including costs, fines, reputational harm, inability to obtain necessary approvals and/or other negative effects) from current or future litigation, regulatory examinations or other legal and/or regulatory actions involving Pinnacle Financial, Pinnacle Bank or BHG; and (xlv) general competitive, economic, political and market conditions. Additional factors which could affect the forward looking statements can be found in Pinnacle Financial's Annual Report on Form 10-K for the year ended December 31, 2024, and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC and available on the SEC's website at http://www.sec.gov. Pinnacle Financial disclaims any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.

    Non-GAAP Financial Matters

    This release contains certain non-GAAP financial measures, including, without limitation, total revenues, net income to common shareholders, earnings per diluted common share, revenue per diluted common share, PPNR, efficiency ratio, noninterest expense, noninterest income and the ratio of noninterest expense to average assets, excluding in certain instances the impact of expenses related to other real estate owned, gains or losses on sale of investment securities, charges related to the FDIC special assessment, income associated with the recognition of a mortgage servicing asset in the first quarter of 2024, fees related to terminating an agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives in the second quarter of 2024, merger-related expenses incurred in connection with our proposed combination with Synovus and other matters for the accounting periods presented. This release may also contain certain other non-GAAP capital ratios and performance measures that exclude the impact of goodwill and core deposit intangibles associated with Pinnacle Financial's acquisitions of BNC, Avenue Bank, Magna Bank, CapitalMark Bank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other acquisitions which collectively are less material to the non-GAAP measure as well as the impact of Pinnacle Financial's Series B Preferred Stock. The presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Because non-GAAP financial measures presented in this release are not measurements determined in accordance with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies.

    Pinnacle Financial believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because intangible assets such as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of this information allows investors to more easily compare Pinnacle Financial's results to the results of other companies. Pinnacle Financial's management utilizes this non-GAAP financial information to compare Pinnacle Financial's operating performance for 2025 versus certain periods in 2024 and to internally prepared projections.

    Important Information About the Merger and Where to Find It

    Steel Newco Inc. ("Newco") filed a registration statement on Form S-4 (File No. 333-289866) with the SEC on August 26, 2025, and an amendment on September 29, 2025, to register the shares of Newco common stock that will be issued to Pinnacle shareholders and Synovus shareholders in connection with the proposed transaction. The registration statement includes a joint proxy statement of Pinnacle and Synovus that also constitutes a prospectus of Newco. The registration statement was declared effective on September 30, 2025. Newco filed a prospectus on September 30, 2025, and Pinnacle and Synovus each filed a definitive proxy statement on September 30, 2025. Pinnacle and Synovus each commenced mailing of the definitive joint proxy statement/prospectus to their respective shareholders on or about September 30, 2025. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (AND ANY OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Pinnacle, Synovus or Newco through the website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of Pinnacle or Synovus at:

    Pinnacle Financial Partners, Inc.

    21 Platform Way South

    Nashville, TN 37203

    Attention: Investor Relations

    [email protected]

    (615) 743-8219

    Synovus Financial Corp.

    33 West 14th Street

    Columbus, GA 31901

    Attention: Investor Relations

    [email protected]

    (701)641-6500 

    Before making any voting or investment decision, investors and security holders of Pinnacle and Synovus are urged to read carefully the entire registration statement and definitive joint proxy statement/prospectus, including any amendments thereto, because they contain important information about the proposed transaction. Free copies of these documents may be obtained as described above.

    Participants in Solicitation

    Pinnacle and Synovus and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Pinnacle's shareholders and Synovus' shareholders in respect of the proposed transaction under the rules of the SEC. Information regarding Pinnacle's directors and executive officers is available in Pinnacle's proxy statement for its 2025 annual meeting of shareholders, filed with the SEC on March 3, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1115055/000111505525000063/pnfp-20250303.htm) (the "Pinnacle 2025 Proxy"), under the headings "Environmental, Social and Corporate Governance," "Proposal 1 Election of Directors," "Information About Our Executive Officers," "Executive Compensation," "Security Ownership of Certain Beneficial Owners and Management," and "Certain Relationships and Related Transactions," and in Pinnacle's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1115055/000111505525000042/pnfp-20241231.htm), and in other documents subsequently filed by Pinnacle with the SEC, which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of Pinnacle's securities by Pinnacle's directors or executive officers from the amounts described in the Pinnacle 2025 Proxy have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Pinnacle 2025 Proxy and are available at the SEC's website at www.sec.gov. Additional information regarding the interests of such participants is included in the definitive joint proxy statement/prospectus and will be included in other relevant materials to be filed with the SEC. Information regarding Synovus' directors and executive officers is available in Synovus' proxy statement for its 2025 annual meeting of shareholders, filed with the SEC on March 12, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018349/000001834925000057/syn-20250312.htm) (the "Synovus 2025 Proxy"), under the headings "Corporate Governance and Board Matters," "Director Compensation," "Proposal 1 Election of Directors," "Executive Officers," "Stock Ownership of Directors and Named Executive Officers," "Executive Compensation," "Compensation and Human Capital Committee Report," "Summary Compensation Table," and "Certain Relationships and Related Transactions," and in Synovus' Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018349/000001834925000049/syn-20241231.htm), and in other documents subsequently filed by Synovus with the SEC, which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of Synovus' securities by Synovus' directors or executive officers from the amounts described in the Synovus 2025 Proxy have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Synovus 2025 Proxy and are available at the SEC's website at www.sec.gov.

    No Offer or Solicitation

    This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

    PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

    CONSOLIDATED BALANCE SHEETS – UNAUDITED

     

     

     

     

    (dollars in thousands, except for share and per share data)

    Sept. 30, 2025

    Dec. 31, 2024

    Sept. 30, 2024

    ASSETS

     

     

     

    Cash and noninterest-bearing due from banks

    $

    295,133

     

    $

    320,320

     

    $

    276,578

     

    Restricted cash

     

    128,830

     

     

    93,645

     

     

    193,758

     

    Interest-bearing due from banks

     

    2,841,647

     

     

    3,021,960

     

     

    2,362,828

     

    Cash and cash equivalents

     

    3,265,610

     

     

    3,435,925

     

     

    2,833,164

     

    Securities purchased with agreement to resell

     

    83,120

     

     

    66,449

     

     

    66,480

     

    Securities available-for-sale, at fair value

     

    6,411,806

     

     

    5,582,369

     

     

    5,390,988

     

    Securities held-to-maturity (fair value of $2.4 billion, $2.6 billion and $2.7 billion, net of allowance for credit losses of $1.7 million, $1.7 million, and $1.7 million at Sept. 30, 2025, Dec. 31, 2024, and Sept. 30, 2024, respectively)

     

    2,644,802

     

     

    2,798,899

     

     

    2,902,253

     

    Consumer loans held-for-sale

     

    163,129

     

     

    175,627

     

     

    178,600

     

    Commercial loans held-for-sale

     

    12,267

     

     

    19,700

     

     

    8,617

     

    Loans

     

    37,932,613

     

     

    35,485,776

     

     

    34,308,310

     

    Less allowance for credit losses

     

    (434,450

    )

     

    (414,494

    )

     

    (391,534

    )

    Loans, net

     

    37,498,163

     

     

    35,071,282

     

     

    33,916,776

     

    Premises and equipment, net

     

    337,552

     

     

    311,277

     

     

    295,348

     

    Equity method investment

     

    389,109

     

     

    436,707

     

     

    424,637

     

    Accrued interest receivable

     

    218,647

     

     

    214,080

     

     

    226,178

     

    Goodwill

     

    1,848,904

     

     

    1,849,260

     

     

    1,846,973

     

    Core deposits and other intangible assets

     

    18,108

     

     

    21,423

     

     

    22,755

     

    Other real estate owned

     

    5,129

     

     

    1,278

     

     

    750

     

    Other assets

     

    3,067,203

     

     

    2,605,173

     

     

    2,588,369

     

    Total assets

    $

    55,963,549

     

    $

    52,589,449

     

    $

    50,701,888

     

    LIABILITIES AND SHAREHOLDERS' EQUITY

     

     

     

    Deposits:

     

     

     

    Noninterest-bearing

    $

    8,952,978

     

    $

    8,170,448

     

    $

    8,229,394

     

    Interest-bearing

     

    15,031,854

     

     

    14,125,194

     

     

    12,615,993

     

    Savings and money market accounts

     

    17,097,698

     

     

    16,197,397

     

     

    15,188,270

     

    Time

     

    4,644,594

     

     

    4,349,953

     

     

    4,921,231

     

    Total deposits

     

    45,727,124

     

     

    42,842,992

     

     

    40,954,888

     

    Securities sold under agreements to repurchase

     

    325,573

     

     

    230,244

     

     

    209,956

     

    Federal Home Loan Bank advances

     

    1,777,003

     

     

    1,874,134

     

     

    2,146,395

     

    Subordinated debt and other borrowings

     

    426,483

     

     

    425,821

     

     

    425,600

     

    Accrued interest payable

     

    48,484

     

     

    55,619

     

     

    59,285

     

    Other liabilities

     

    802,690

     

     

    728,758

     

     

    561,506

     

    Total liabilities

     

    49,107,357

     

     

    46,157,568

     

     

    44,357,630

     

    Preferred stock, no par value, 10.0 million shares authorized; 225,000 shares non-cumulative perpetual preferred stock, Series B, liquidation preference $225.0 million, issued and outstanding at Sept. 30, 2025, Dec. 31, 2024, and Sept. 30, 2024, respectively

     

    217,126

     

     

    217,126

     

     

    217,126

     

    Common stock, par value $1.00; 180.0 million shares authorized; 77.6 million, 77.2 million and 77.2 million shares issued and outstanding at Sept. 30, 2025, Dec. 31, 2024, and Sept. 30, 2024, respectively

     

    77,558

     

     

    77,242

     

     

    77,232

     

    Additional paid-in capital

     

    3,141,416

     

     

    3,129,680

     

     

    3,120,842

     

    Retained earnings

     

    3,579,862

     

     

    3,175,777

     

     

    3,045,571

     

    Accumulated other comprehensive loss, net of taxes

     

    (159,770

    )

     

    (167,944

    )

     

    (116,513

    )

    Total shareholders' equity

     

    6,856,192

     

     

    6,431,881

     

     

    6,344,258

     

    Total liabilities and shareholders' equity

    $

    55,963,549

     

    $

    52,589,449

     

    $

    50,701,888

     

    This information is preliminary and based on company data available at the time of the presentation.

    PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

    CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED

    (dollars in thousands, except for share and per share data)

    Three months ended

    Nine months ended

     

    Sept. 30, 2025

    June 30, 2025

    Sept. 30, 2024

    Sept. 30, 2025

    Sept. 30, 2024

    Interest income:

     

     

     

     

     

    Loans, including fees

    $

    588,131

     

    $

    568,857

     

    $

    570,489

     

    $

    1,704,356

     

    $

    1,663,347

     

    Securities

     

     

     

     

     

    Taxable

     

    67,158

     

     

    66,989

     

     

    65,776

     

     

    196,000

     

     

    161,824

     

    Tax-exempt

     

    27,646

     

     

    27,104

     

     

    23,860

     

     

    79,980

     

     

    72,832

     

    Federal funds sold and other

     

    38,312

     

     

    31,820

     

     

    34,740

     

     

    103,841

     

     

    115,735

     

    Total interest income

     

    721,247

     

     

    694,770

     

     

    694,865

     

     

    2,084,177

     

     

    2,013,738

     

    Interest expense:

     

     

     

     

     

    Deposits

     

    294,164

     

     

    284,614

     

     

    310,527

     

     

    852,171

     

     

    915,944

     

    Securities sold under agreements to repurchase

     

    1,423

     

     

    1,222

     

     

    1,495

     

     

    3,671

     

     

    4,210

     

    FHLB advances and other borrowings

     

    28,795

     

     

    29,401

     

     

    31,339

     

     

    87,509

     

     

    91,784

     

    Total interest expense

     

    324,382

     

     

    315,237

     

     

    343,361

     

     

    943,351

     

     

    1,011,938

     

    Net interest income

     

    396,865

     

     

    379,533

     

     

    351,504

     

     

    1,140,826

     

     

    1,001,800

     

    Provision for credit losses

     

    31,939

     

     

    24,245

     

     

    26,281

     

     

    73,144

     

     

    90,937

     

    Net interest income after provision for credit losses

     

    364,926

     

     

    355,288

     

     

    325,223

     

     

    1,067,682

     

     

    910,863

     

    Noninterest income:

     

     

     

     

     

    Service charges on deposit accounts

     

    18,290

     

     

    17,092

     

     

    16,217

     

     

    52,410

     

     

    44,219

     

    Investment services

     

    23,910

     

     

    19,324

     

     

    17,868

     

     

    62,051

     

     

    48,339

     

    Insurance sales commissions

     

    4,016

     

     

    3,693

     

     

    3,286

     

     

    12,383

     

     

    10,853

     

    Gains on mortgage loans sold, net

     

    1,828

     

     

    1,965

     

     

    2,643

     

     

    6,300

     

     

    8,792

     

    Investment losses on sales of securities, net

     

    —

     

     

    —

     

     

    —

     

     

    (12,512

    )

     

    (72,103

    )

    Trust fees

     

    10,316

     

     

    9,280

     

     

    8,383

     

     

    28,936

     

     

    24,121

     

    Income from equity method investment

     

    40,614

     

     

    26,027

     

     

    16,379

     

     

    87,046

     

     

    51,102

     

    Gain on sale of fixed assets

     

    —

     

     

    202

     

     

    1,837

     

     

    412

     

     

    2,220

     

    Other noninterest income

     

    48,964

     

     

    47,874

     

     

    48,629

     

     

    134,795

     

     

    142,090

     

    Total noninterest income

     

    147,938

     

     

    125,457

     

     

    115,242

     

     

    371,821

     

     

    259,633

     

    Noninterest expense:

     

     

     

     

     

    Salaries and employee benefits

     

    187,001

     

     

    181,246

     

     

    160,234

     

     

    540,336

     

     

    456,361

     

    Equipment and occupancy

     

    48,910

     

     

    48,043

     

     

    42,564

     

     

    143,133

     

     

    123,246

     

    Other real estate, net

     

    146

     

     

    137

     

     

    56

     

     

    341

     

     

    162

     

    Marketing and other business development

     

    7,902

     

     

    8,772

     

     

    5,599

     

     

    25,340

     

     

    18,500

     

    Postage and supplies

     

    3,401

     

     

    3,192

     

     

    2,965

     

     

    9,963

     

     

    8,871

     

    Amortization of intangibles

     

    1,398

     

     

    1,400

     

     

    1,558

     

     

    4,215

     

     

    4,710

     

    Merger-related expenses

     

    7,727

     

     

    —

     

     

    —

     

     

    7,727

     

     

    —

     

    Other noninterest expense

     

    46,654

     

     

    43,656

     

     

    46,343

     

     

    134,017

     

     

    161,223

     

    Total noninterest expense

     

    303,139

     

     

    286,446

     

     

    259,319

     

     

    865,072

     

     

    773,073

     

    Income before income taxes

     

    209,725

     

     

    194,299

     

     

    181,146

     

     

    574,431

     

     

    397,423

     

    Income tax expense

     

    36,589

     

     

    35,759

     

     

    34,455

     

     

    102,347

     

     

    73,626

     

    Net income

     

    173,136

     

     

    158,540

     

     

    146,691

     

     

    472,084

     

     

    323,797

     

    Preferred stock dividends

     

    (3,798

    )

     

    (3,798

    )

     

    (3,798

    )

     

    (11,394

    )

     

    (11,394

    )

    Net income available to common shareholders

    $

    169,338

     

    $

    154,742

     

    $

    142,893

     

    $

    460,690

     

    $

    312,403

     

     

     

     

     

     

     

    Per share information:

     

     

     

     

     

    Basic net income per common share

    $

    2.20

     

    $

    2.01

     

    $

    1.87

     

    $

    6.00

     

    $

    4.09

     

    Diluted net income per common share

    $

    2.19

     

    $

    2.00

     

    $

    1.86

     

    $

    5.96

     

    $

    4.08

     

    Weighted average common shares outstanding:

     

     

     

     

     

    Basic

     

    76,904,045

     

     

    76,891,035

     

     

    76,520,599

     

     

    76,841,192

     

     

    76,435,370

     

    Diluted

     

    77,310,293

     

     

    77,277,054

     

     

    76,765,586

     

     

    77,242,533

     

     

    76,606,329

     

    This information is preliminary and based on company data available at the time of the presentation.

    PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

    CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

    (Unaudited)

     

    (dollars and shares in thousands)

    Preferred

    Stock

    Amount

    Common Stock

    Additional Paid-in Capital

    Retained Earnings

    Accumulated Other Comp. Income (Loss), net

    Total Shareholders' Equity

     

    Shares

    Amounts

    Balance at December 31, 2023

    $

    217,126

    76,767

     

    $

    76,767

     

    $

    3,109,493

     

    $

    2,784,927

     

    $

    (152,525

    )

    $

    6,035,788

     

    Preferred dividends paid ($50.64 per share)

     

    —

     

    —

     

     

    —

     

     

    —

     

     

    (11,394

    )

     

    —

     

     

    (11,394

    )

    Common dividends paid ($0.66 per share)

     

    —

     

    —

     

     

    —

     

     

    —

     

     

    (51,759

    )

     

    —

     

     

    (51,759

    )

    Issuance of restricted common shares

     

    —

     

    240

     

     

    240

     

     

    (240

    )

     

    —

     

     

    —

     

     

    —

     

    Forfeiture of restricted common shares

     

    —

     

    (25

    )

     

    (25

    )

     

    25

     

     

    —

     

     

    —

     

     

    —

     

    Restricted shares withheld for taxes & related tax benefits

     

    —

     

    (61

    )

     

    (61

    )

     

    (5,100

    )

     

    —

     

     

    —

     

     

    (5,161

    )

    Issuance of common stock pursuant to restricted stock unit (RSU) and performance stock unit (PSU) agreements, net of shares withheld for taxes & related tax benefits

     

    —

     

    311

     

     

    311

     

     

    (14,741

    )

     

    —

     

     

    —

     

     

    (14,430

    )

    Compensation expense for restricted shares, RSUs and PSUs

     

    —

     

    —

     

     

    —

     

     

    31,405

     

     

    —

     

     

    —

     

     

    31,405

     

    Net income

     

    —

     

    —

     

     

    —

     

     

    —

     

     

    323,797

     

     

    —

     

     

    323,797

     

    Other comprehensive gain

     

    —

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    36,012

     

     

    36,012

     

    Balance at September 30, 2024

    $

    217,126

     

    77,232

     

    $

    77,232

     

    $

    3,120,842

     

    $

    3,045,571

     

    $

    (116,513

    )

    $

    6,344,258

     

     

     

     

     

     

     

     

     

    Balance at December 31, 2024

    $

    217,126

     

    77,242

     

    $

    77,242

     

    $

    3,129,680

     

    $

    3,175,777

     

    $

    (167,944

    )

    $

    6,431,881

     

    Preferred dividends paid ($50.64 per share)

     

    —

     

    —

     

     

    —

     

     

    —

     

     

    (11,394

    )

     

    —

     

     

    (11,394

    )

    Common dividends paid ($0.72 per share)

     

    —

     

    —

     

     

    —

     

     

    —

     

     

    (56,605

    )

     

    —

     

     

    (56,605

    )

    Issuance of restricted common shares

     

    —

     

    189

     

     

    189

     

     

    (189

    )

     

    —

     

     

    —

     

     

    —

     

    Forfeiture of restricted common shares

     

    —

     

    (30

    )

     

    (30

    )

     

    30

     

     

    —

     

     

    —

     

     

    —

     

    Restricted shares withheld for taxes & related tax benefits

     

    —

     

    (63

    )

     

    (63

    )

     

    (7,061

    )

     

    —

     

     

    —

     

     

    (7,124

    )

    Issuance of common stock pursuant to RSU and PSU agreements, net of shares withheld for taxes & related tax benefits

     

    —

     

    220

     

     

    220

     

     

    (13,571

    )

     

    —

     

     

    —

     

     

    (13,351

    )

    Compensation expense for restricted shares, RSUs and PSUs

     

    —

     

    —

     

     

    —

     

     

    32,527

     

     

    —

     

     

    —

     

     

    32,527

     

    Net income

     

    —

     

    —

     

     

    —

     

     

    —

     

     

    472,084

     

     

    —

     

     

    472,084

     

    Other comprehensive gain

     

    —

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    8,174

     

     

    8,174

     

    Balance at September 30, 2025

    $

    217,126

     

    77,558

     

    $

    77,558

     

    $

    3,141,416

     

    $

    3,579,862

     

    $

    (159,770

    )

    $

    6,856,192

     

     

    This information is preliminary and based on company data available at the time of the presentation.

    PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

    SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

     

     

     

     

     

     

     

    (dollars in thousands)

    September

    June

    March

    December

    September

    June

    2025

    2025

    2025

    2024

    2024

    2024

    Balance sheet data, at quarter end:

     

     

     

     

     

     

    Commercial and industrial loans

    $

    15,570,921

     

    14,905,306

     

    14,131,312

     

    13,815,817

     

    12,986,865

     

    12,328,622

     

    Commercial real estate - owner occupied loans

     

    4,904,462

     

    4,744,806

     

    4,594,376

     

    4,388,531

     

    4,264,743

     

    4,217,351

     

    Commercial real estate - investment loans

     

    5,803,851

     

    5,891,694

     

    5,977,583

     

    5,931,420

     

    5,919,235

     

    5,998,326

     

    Commercial real estate - multifamily and other loans

     

    2,284,438

     

    2,393,696

     

    2,360,515

     

    2,198,698

     

    2,213,153

     

    2,185,858

     

    Consumer real estate - mortgage loans

     

    5,373,110

     

    5,163,761

     

    4,977,358

     

    4,914,482

     

    4,907,766

     

    4,874,846

     

    Construction and land development loans

     

    3,389,451

     

    3,412,060

     

    3,525,860

     

    3,699,321

     

    3,486,504

     

    3,621,563

     

    Consumer and other loans

     

    606,380

     

    593,841

     

    569,742

     

    537,507

     

    530,044

     

    542,584

     

    Total loans

     

    37,932,613

     

    37,105,164

     

    36,136,746

     

    35,485,776

     

    34,308,310

     

    33,769,150

     

    Allowance for credit losses

     

    (434,450

    )

    (422,125

    )

    (417,462

    )

    (414,494

    )

    (391,534

    )

    (381,601

    )

    Securities

     

    9,056,608

     

    9,066,651

     

    8,718,794

     

    8,381,268

     

    8,293,241

     

    7,882,891

     

    Total assets

     

    55,963,549

     

    54,801,451

     

    54,254,804

     

    52,589,449

     

    50,701,888

     

    49,366,969

     

    Noninterest-bearing deposits

     

    8,952,978

     

    8,640,759

     

    8,507,351

     

    8,170,448

     

    8,229,394

     

    7,932,882

     

    Total deposits

     

    45,727,124

     

    44,999,244

     

    44,479,463

     

    42,842,992

     

    40,954,888

     

    39,770,380

     

    Securities sold under agreements to repurchase

     

    325,573

     

    258,454

     

    263,993

     

    230,244

     

    209,956

     

    220,885

     

    FHLB advances

     

    1,777,003

     

    1,775,470

     

    1,886,011

     

    1,874,134

     

    2,146,395

     

    2,110,885

     

    Subordinated debt and other borrowings

     

    426,483

     

    426,263

     

    426,042

     

    425,821

     

    425,600

     

    425,380

     

    Total shareholders' equity

     

    6,856,192

     

    6,637,237

     

    6,543,142

     

    6,431,881

     

    6,344,258

     

    6,174,668

     

    Balance sheet data, quarterly averages:

     

     

     

     

     

     

    Total loans

    $

    37,693,158

     

    36,967,754

     

    36,041,530

     

    34,980,900

     

    34,081,759

     

    33,516,804

     

    Securities

     

    9,025,752

     

    8,986,542

     

    8,679,934

     

    8,268,583

     

    8,176,250

     

    7,322,588

     

    Federal funds sold and other

     

    3,360,273

     

    2,854,113

     

    2,958,593

     

    3,153,751

     

    2,601,267

     

    3,268,307

     

    Total earning assets

     

    50,079,183

     

    48,808,409

     

    47,680,057

     

    46,403,234

     

    44,859,276

     

    44,107,699

     

    Total assets

     

    55,213,879

     

    53,824,500

     

    52,525,831

     

    51,166,643

     

    49,535,543

     

    48,754,091

     

    Noninterest-bearing deposits

     

    8,873,147

     

    8,486,681

     

    8,206,751

     

    8,380,760

     

    8,077,655

     

    8,000,159

     

    Total deposits

     

    45,479,133

     

    44,233,628

     

    43,018,951

     

    41,682,341

     

    40,101,199

     

    39,453,828

     

    Securities sold under agreements to repurchase

     

    287,465

     

    255,662

     

    230,745

     

    223,162

     

    230,340

     

    213,252

     

    FHLB advances

     

    1,774,237

     

    1,838,449

     

    1,877,596

     

    2,006,736

     

    2,128,793

     

    2,106,786

     

    Subordinated debt and other borrowings

     

    433,472

     

    427,805

     

    427,624

     

    427,503

     

    427,380

     

    427,256

     

    Total shareholders' equity

     

    6,721,569

     

    6,601,662

     

    6,515,904

     

    6,405,867

     

    6,265,710

     

    6,138,722

     

    Statement of operations data, for the three months ended:

    Interest income

    $

    721,247

     

    694,770

     

    668,160

     

    684,360

     

    694,865

     

    668,390

     

    Interest expense

     

    324,382

     

    315,237

     

    303,732

     

    320,570

     

    343,361

     

    336,128

     

    Net interest income

     

    396,865

     

    379,533

     

    364,428

     

    363,790

     

    351,504

     

    332,262

     

    Provision for credit losses

     

    31,939

     

    24,245

     

    16,960

     

    29,652

     

    26,281

     

    30,159

     

    Net interest income after provision for credit losses

     

    364,926

     

    355,288

     

    347,468

     

    334,138

     

    325,223

     

    302,103

     

    Noninterest income

     

    147,938

     

    125,457

     

    98,426

     

    111,545

     

    115,242

     

    34,288

     

    Noninterest expense

     

    303,139

     

    286,446

     

    275,487

     

    261,897

     

    259,319

     

    271,389

     

    Income before income taxes

     

    209,725

     

    194,299

     

    170,407

     

    183,786

     

    181,146

     

    65,002

     

    Income tax expense

     

    36,589

     

    35,759

     

    29,999

     

    32,527

     

    34,455

     

    11,840

     

    Net income

     

    173,136

     

    158,540

     

    140,408

     

    151,259

     

    146,691

     

    53,162

     

    Preferred stock dividends

     

    (3,798

    )

    (3,798

    )

    (3,798

    )

    (3,798

    )

    (3,798

    )

    (3,798

    )

    Net income available to common shareholders

    $

    169,338

     

    154,742

     

    136,610

     

    147,461

     

    142,893

     

    49,364

     

    Profitability and other ratios:

     

     

     

     

     

     

    Return on avg. assets (1)

     

    1.22

    %

    1.15

    %

    1.05

    %

    1.15

    %

    1.15

    %

    0.41

    %

    Return on avg. equity (1)

     

    10.00

    %

    9.40

    %

    8.50

    %

    9.16

    %

    9.07

    %

    3.23

    %

    Return on avg. common equity (1)

     

    10.33

    %

    9.72

    %

    8.80

    %

    9.48

    %

    9.40

    %

    3.35

    %

    Return on avg. tangible common equity (1)

     

    14.49

    %

    13.75

    %

    12.51

    %

    13.58

    %

    13.61

    %

    4.90

    %

    Common stock dividend payout ratio (14)

     

    12.20

    %

    12.73

    %

    15.53

    %

    14.72

    %

    16.73

    %

    17.29

    %

    Net interest margin (2)

     

    3.26

    %

    3.23

    %

    3.21

    %

    3.22

    %

    3.22

    %

    3.14

    %

    Noninterest income to total revenue (3)

     

    27.15

    %

    24.84

    %

    21.27

    %

    23.47

    %

    24.69

    %

    9.35

    %

    Noninterest income to avg. assets (1)

     

    1.06

    %

    0.93

    %

    0.76

    %

    0.87

    %

    0.93

    %

    0.28

    %

    Noninterest exp. to avg. assets (1)

     

    2.18

    %

    2.13

    %

    2.13

    %

    2.04

    %

    2.08

    %

    2.24

    %

    Efficiency ratio (4)

     

    55.64

    %

    56.72

    %

    59.52

    %

    55.10

    %

    55.56

    %

    74.04

    %

    Avg. loans to avg. deposits

     

    82.88

    %

    83.57

    %

    83.78

    %

    83.92

    %

    84.99

    %

    84.95

    %

    Securities to total assets

     

    16.18

    %

    16.54

    %

    16.07

    %

    15.94

    %

    16.36

    %

    15.97

    %

    This information is preliminary and based on company data available at the time of the presentation.

    PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

    ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED

     

     

     

     

    (dollars in thousands)

    Three months ended

     

    Three months ended

    September 30, 2025

     

    September 30, 2024

     

    Average Balances

    Interest

    Rates/ Yields

     

    Average Balances

    Interest

    Rates/ Yields

    Interest-earning assets

     

     

     

     

     

     

     

    Loans (1) (2)

    $

    37,693,158

    $

    588,131

    6.29

    %

     

    $

    34,081,759

    $

    570,489

    6.75

    %

    Securities

     

     

     

     

     

     

     

    Taxable

     

    5,677,951

     

     

    67,158

     

    4.69

    %

     

     

    4,979,091

     

     

    65,776

     

    5.26

    %

    Tax-exempt (2)

     

    3,347,801

     

     

    27,646

     

    3.92

    %

     

     

    3,197,159

     

     

    23,860

     

    3.54

    %

    Interest-bearing due from banks

     

    3,021,458

     

     

    33,150

     

    4.35

    %

     

     

    2,294,128

     

     

    29,705

     

    5.15

    %

    Resell agreements

     

    82,879

     

     

    1,953

     

    9.35

    %

     

     

    50,504

     

     

    1,473

     

    11.60

    %

    Federal funds sold

     

    —

     

     

    —

     

    —

    %

     

     

    —

     

     

    —

     

    —

    %

    Other

     

    255,936

     

     

    3,209

     

    4.97

    %

     

     

    256,635

     

     

    3,562

     

    5.52

    %

    Total interest-earning assets

     

    50,079,183

     

    $

    721,247

     

    5.83

    %

     

     

    44,859,276

     

    $

    694,865

     

    6.27

    %

    Nonearning assets

     

     

     

     

     

     

     

    Intangible assets

     

    1,867,889

     

     

     

     

     

    1,870,719

     

     

     

    Other nonearning assets

     

    3,266,807

     

     

     

     

     

    2,805,548

     

     

     

    Total assets

    $

    55,213,879

     

     

     

     

    $

    49,535,543

     

     

     

     

     

     

     

     

     

     

     

    Interest-bearing liabilities

     

     

     

     

     

     

     

    Interest-bearing deposits:

     

     

     

     

     

     

     

    Interest checking

     

    14,612,028

     

     

    119,097

     

    3.23

    %

     

     

    12,372,313

     

     

    120,645

     

    3.88

    %

    Savings and money market

     

    17,201,547

     

     

    129,392

     

    2.98

    %

     

     

    14,784,857

     

     

    135,189

     

    3.64

    %

    Time

     

    4,792,411

     

     

    45,675

     

    3.78

    %

     

     

    4,866,374

     

     

    54,693

     

    4.47

    %

    Total interest-bearing deposits

     

    36,605,986

     

     

    294,164

     

    3.19

    %

     

     

    32,023,544

     

     

    310,527

     

    3.86

    %

    Securities sold under agreements to repurchase

     

    287,465

     

     

    1,423

     

    1.96

    %

     

     

    230,340

     

     

    1,495

     

    2.58

    %

    Federal Home Loan Bank advances

     

    1,774,237

     

     

    20,614

     

    4.61

    %

     

     

    2,128,793

     

     

    24,929

     

    4.66

    %

    Subordinated debt and other borrowings

     

    433,472

     

     

    8,181

     

    7.49

    %

     

     

    427,380

     

     

    6,410

     

    5.97

    %

    Total interest-bearing liabilities

     

    39,101,160

     

     

    324,382

     

    3.29

    %

     

     

    34,810,057

     

     

    343,361

     

    3.92

    %

    Noninterest-bearing deposits

     

    8,873,147

     

     

    —

     

    —

     

     

     

    8,077,655

     

     

    —

     

    —

     

    Total deposits and interest-bearing liabilities

     

    47,974,307

     

    $

    324,382

     

    2.68

    %

     

     

    42,887,712

     

    $

    343,361

     

    3.19

    %

    Other liabilities

     

    518,003

     

     

     

     

     

    382,121

     

     

     

    Shareholders' equity

     

    6,721,569

     

     

     

     

     

    6,265,710

     

     

     

    Total liabilities and shareholders' equity

    $

    55,213,879

     

     

     

     

    $

    49,535,543

     

     

     

    Net interest income

     

    $

    396,865

     

     

     

     

    $

    351,504

     

     

    Net interest spread (3)

     

     

    2.54

    %

     

     

     

    2.34

    %

    Net interest margin (4)

     

     

    3.26

    %

     

     

     

    3.22

    %

     

     

     

     

     

     

     

     

    (1) Average balances of nonperforming loans are included in the above amounts.

    (2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $15.2 million of taxable equivalent income for the three months ended Sept. 30, 2025 compared to $12.0 million for the three months ended Sept. 30, 2024. The tax-exempt benefit has been reduced by the projected impact of tax-exempt income that will be disallowed pursuant to IRS Regulations as of and for the then current period presented.

    (3) Yields realized on interest-bearing assets less the rates paid on interest-bearing liabilities. The net interest spread calculation excludes the impact of demand deposits. Had the impact of demand deposits been included, the net interest spread for the three months ended Sept. 30, 2025 would have been 3.15% compared to a net interest spread of 3.08% for the three months ended Sept. 30, 2024.

    (4) Net interest margin is the result of annualized net interest income calculated on a tax equivalent basis divided by average interest-earning assets for the period.

     

     

     

    This information is preliminary and based on company data available at the time of the presentation.

     

     

    PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

    ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED

     

     

     

     

    (dollars in thousands)

    Nine months ended

     

    Nine months ended

    September 30, 2025

     

    September 30, 2024

     

    Average Balances

    Interest

    Rates/ Yields

     

    Average Balances

    Interest

    Rates/ Yields

    Interest-earning assets

     

     

     

     

     

     

     

    Loans (1) (2)

    $

    36,906,864

    $

    1,704,356

    6.27

    %

     

    $

    33,548,791

    $

    1,663,347

    6.71

    %

    Securities

     

     

     

     

     

     

     

    Taxable

     

    5,579,562

     

     

    196,000

     

    4.70

    %

     

     

    4,330,537

     

     

    161,824

     

    4.99

    %

    Tax-exempt (2)

     

    3,319,114

     

     

    79,980

     

    3.85

    %

     

     

    3,273,572

     

     

    72,832

     

    3.54

    %

    Interest-bearing due from banks

     

    2,731,560

     

     

    88,493

     

    4.33

    %

     

     

    2,436,917

     

     

    96,065

     

    5.27

    %

    Resell agreements

     

    72,978

     

     

    5,704

     

    10.45

    %

     

     

    355,791

     

     

    8,972

     

    3.37

    %

    Federal funds sold

     

    —

     

     

    —

     

    —

    %

     

     

    —

     

     

    —

     

    —

    %

    Other

     

    254,579

     

     

    9,644

     

    5.07

    %

     

     

    253,540

     

     

    10,698

     

    5.64

    %

    Total interest-earning assets

     

    48,864,657

     

    $

    2,084,177

     

    5.82

    %

     

     

    44,199,148

     

    $

    2,013,738

     

    6.19

    %

    Nonearning assets

     

     

     

     

     

     

     

    Intangible assets

     

    1,869,145

     

     

     

     

     

    1,872,285

     

     

     

    Other nonearning assets

     

    3,130,781

     

     

     

     

     

    2,797,971

     

     

     

    Total assets

    $

    53,864,583

     

     

     

     

    $

    48,869,404

     

     

     

     

     

     

     

     

     

     

     

    Interest-bearing liabilities

     

     

     

     

     

     

     

    Interest-bearing deposits:

     

     

     

     

     

     

     

    Interest checking

     

    14,324,756

     

     

    345,541

     

    3.23

    %

     

     

    12,020,703

     

     

    352,158

     

    3.91

    %

    Savings and money market

     

    16,790,760

     

     

    372,643

     

    2.97

    %

     

     

    14,684,785

     

     

    404,340

     

    3.68

    %

    Time

     

    4,612,765

     

     

    133,987

     

    3.88

    %

     

     

    4,799,977

     

     

    159,446

     

    4.44

    %

    Total interest-bearing deposits

     

    35,728,281

     

     

    852,171

     

    3.19

    %

     

     

    31,505,465

     

     

    915,944

     

    3.88

    %

    Securities sold under agreements to repurchase

     

    258,165

     

     

    3,671

     

    1.90

    %

     

     

    218,205

     

     

    4,210

     

    2.58

    %

    Federal Home Loan Bank advances

     

    1,829,716

     

     

    63,210

     

    4.62

    %

     

     

    2,149,945

     

     

    73,443

     

    4.56

    %

    Subordinated debt and other borrowings

     

    429,655

     

     

    24,299

     

    7.56

    %

     

     

    427,638

     

     

    18,341

     

    5.73

    %

    Total interest-bearing liabilities

     

    38,245,817

     

     

    943,351

     

    3.30

    %

     

     

    34,301,253

     

     

    1,011,938

     

    3.94

    %

    Noninterest-bearing deposits

     

    8,524,634

     

     

    —

     

    —

     

     

     

    8,013,578

     

     

    —

     

    —

     

    Total deposits and interest-bearing liabilities

     

    46,770,451

     

    $

    943,351

     

    2.70

    %

     

     

    42,314,831

     

    $

    1,011,938

     

    3.19

    %

    Other liabilities

     

    480,334

     

     

     

     

     

    391,847

     

     

     

    Shareholders' equity

     

    6,613,798

     

     

     

     

     

    6,162,726

     

     

     

    Total liabilities and shareholders' equity

    $

    53,864,583

     

     

     

     

    $

    48,869,404

     

     

     

    Net interest income

     

    $

    1,140,826

     

     

     

     

    $

    1,001,800

     

     

    Net interest spread (3)

     

     

    2.52

    %

     

     

     

    2.25

    %

    Net interest margin (4)

     

     

    3.24

    %

     

     

     

    3.14

    %

     

     

     

     

     

     

     

     

    (1) Average balances of nonperforming loans are included in the above amounts.

    (2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $41.6 million of taxable equivalent income for the nine months ended Sept. 30, 2025 compared to $35.6 million for the nine months ended Sept. 30, 2024. The tax-exempt benefit has been reduced by the projected impact of tax-exempt income that will be disallowed pursuant to IRS Regulations as of and for the then current period presented.

    (3) Yields realized on interest-bearing assets less the rates paid on interest-bearing liabilities. The net interest spread calculation excludes the impact of demand deposits. Had the impact of demand deposits been included, the net interest spread for the nine months ended Sept. 30, 2025 would have been 3.12% compared to a net interest spread of 3.00% for the nine months ended Sept. 30, 2024.

    (4) Net interest margin is the result of annualized net interest income calculated on a tax equivalent basis divided by average interest-earning assets for the period.

    This information is preliminary and based on company data available at the time of the presentation.

    PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

    SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

     

     

     

     

     

     

     

    (dollars in thousands)

    September

    June

    March

    December

    September

    June

    2025

    2025

    2025

    2024

    2024

    2024

    Asset quality information and ratios:

     

     

     

     

     

     

    Nonperforming assets:

     

     

     

     

     

     

    Nonaccrual loans

    $

    149,683

     

    157,170

     

    171,570

     

    147,825

     

    119,293

     

    97,649

     

    ORE and other nonperforming assets (NPAs)

     

    5,210

     

    4,835

     

    3,656

     

    1,280

     

    823

     

    2,760

     

    Total nonperforming assets

    $

    154,893

     

    162,005

     

    175,226

     

    149,105

     

    120,116

     

    100,409

     

    Past due loans over 90 days and still accruing interest

    $

    2,632

     

    4,652

     

    4,337

     

    3,515

     

    3,611

     

    4,057

     

    Accruing purchase credit deteriorated loans

    $

    9,564

     

    10,344

     

    12,215

     

    13,877

     

    5,715

     

    6,021

     

    Net loan charge-offs

    $

    16,788

     

    18,737

     

    13,992

     

    20,807

     

    18,348

     

    22,895

     

    Allowance for credit losses to nonaccrual loans

     

    290.2

    %

    268.6

    %

    243.3

    %

    280.4

    %

    328.2

    %

    390.8

    %

    As a percentage of total loans:

     

     

     

     

     

     

    Past due accruing loans over 30 days

     

    0.17

    %

    0.14

    %

    0.14

    %

    0.15

    %

    0.16

    %

    0.16

    %

    Potential problem loans

     

    0.20

    %

    0.12

    %

    0.15

    %

    0.13

    %

    0.14

    %

    0.18

    %

    Allowance for credit losses

     

    1.15

    %

    1.14

    %

    1.16

    %

    1.17

    %

    1.14

    %

    1.13

    %

    Nonperforming assets to total loans, ORE and other NPAs

     

    0.41

    %

    0.44

    %

    0.48

    %

    0.42

    %

    0.35

    %

    0.30

    %

    Classified asset ratio (Pinnacle Bank) (6)

     

    4.2

    %

    3.9

    %

    4.4

    %

    3.8

    %

    3.9

    %

    4.0

    %

    Annualized net loan charge-offs to avg. loans (5)

     

    0.18

    %

    0.20

    %

    0.16

    %

    0.24

    %

    0.21

    %

    0.27

    %

     

     

     

     

     

     

     

    Interest rates and yields:

     

     

     

     

     

     

    Loans

     

    6.29

    %

    6.26

    %

    6.24

    %

    6.42

    %

    6.75

    %

    6.71

    %

    Securities

     

    4.41

    %

    4.44

    %

    4.30

    %

    4.27

    %

    4.58

    %

    4.43

    %

    Total earning assets

     

    5.83

    %

    5.82

    %

    5.79

    %

    5.97

    %

    6.27

    %

    6.20

    %

    Total deposits, including non-interest bearing

     

    2.57

    %

    2.58

    %

    2.58

    %

    2.74

    %

    3.08

    %

    3.10

    %

    Securities sold under agreements to repurchase

     

    1.96

    %

    1.92

    %

    1.80

    %

    2.11

    %

    2.58

    %

    2.48

    %

    FHLB advances

     

    4.61

    %

    4.65

    %

    4.59

    %

    4.59

    %

    4.66

    %

    4.66

    %

    Subordinated debt and other borrowings

     

    7.49

    %

    7.57

    %

    7.63

    %

    8.11

    %

    5.97

    %

    5.62

    %

    Total deposits and interest-bearing liabilities

     

    2.68

    %

    2.70

    %

    2.70

    %

    2.88

    %

    3.19

    %

    3.20

    %

     

     

     

     

     

     

     

    Capital and other ratios (6):

     

     

     

     

     

     

    Pinnacle Financial ratios:

     

     

     

     

     

     

    Shareholders' equity to total assets

     

    12.3

    %

    12.1

    %

    12.1

    %

    12.2

    %

    12.5

    %

    12.5

    %

    Common equity Tier one

     

    10.8

    %

    10.7

    %

    10.7

    %

    10.8

    %

    10.8

    %

    10.7

    %

    Tier one risk-based

     

    11.3

    %

    11.2

    %

    11.2

    %

    11.3

    %

    11.4

    %

    11.2

    %

    Total risk-based

     

    12.9

    %

    13.0

    %

    13.0

    %

    13.1

    %

    13.2

    %

    13.2

    %

    Leverage

     

    9.6

    %

    9.5

    %

    9.5

    %

    9.6

    %

    9.6

    %

    9.5

    %

    Tangible common equity to tangible assets

     

    8.8

    %

    8.6

    %

    8.5

    %

    8.6

    %

    8.7

    %

    8.6

    %

    Pinnacle Bank ratios:

     

     

     

     

     

     

    Common equity Tier one

     

    11.5

    %

    11.5

    %

    11.5

    %

    11.6

    %

    11.7

    %

    11.5

    %

    Tier one risk-based

     

    11.5

    %

    11.5

    %

    11.5

    %

    11.6

    %

    11.7

    %

    11.5

    %

    Total risk-based

     

    12.5

    %

    12.4

    %

    12.4

    %

    12.5

    %

    12.6

    %

    12.5

    %

    Leverage

     

    9.8

    %

    9.7

    %

    9.7

    %

    9.8

    %

    9.8

    %

    9.7

    %

    Construction and land development loans as a percentage of total capital (17)

     

    59.6

    %

    61.8

    %

    65.6

    %

    70.5

    %

    68.2

    %

    72.9

    %

    Non-owner occupied commercial real estate and multi-family as a percentage of total capital (17)

     

    218.1

    %

    228.6

    %

    236.4

    %

    242.2

    %

    243.3

    %

    254.0

    %

     

     

     

     

     

     

     

    This information is preliminary and based on company data available at the time of the presentation.

    PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

    SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

     

     

     

     

     

     

     

     

    (dollars in thousands, except per share data)

    September

    June

    March

    December

    September

    June

    2025

    2025

    2025

    2024

    2024

    2024

     

     

     

     

     

     

     

     

    Per share data:

     

     

     

     

     

     

     

    Earnings per common share – basic

    $

    2.20

     

    2.01

     

    1.78

     

    1.93

     

    1.87

     

    0.65

     

    Earnings per common share - basic, excluding non-GAAP adjustments

    $

    2.28

     

    2.01

     

    1.90

     

    1.92

     

    1.87

     

    1.63

     

    Earnings per common share – diluted

    $

    2.19

     

    2.00

     

    1.77

     

    1.91

     

    1.86

     

    0.64

     

    Earnings per common share - diluted, excluding non-GAAP adjustments

    $

    2.27

     

    2.00

     

    1.90

     

    1.90

     

    1.86

     

    1.63

     

    Common dividends per share

    $

    0.24

     

    0.24

     

    0.24

     

    0.22

     

    0.22

     

    0.22

     

    Book value per common share at quarter end (7)

    $

    85.60

     

    82.79

     

    81.57

     

    80.46

     

    79.33

     

    77.15

     

    Tangible book value per common share at quarter end (7)

    $

    61.53

     

    58.70

     

    57.47

     

    56.24

     

    55.12

     

    52.92

     

    Revenue per diluted common share

    $

    7.05

     

    6.53

     

    6.01

     

    6.14

     

    6.08

     

    4.78

     

    Revenue per diluted common share, excluding non-GAAP adjustments

    $

    7.05

     

    6.53

     

    6.18

     

    6.14

     

    6.08

     

    5.72

     

     

     

     

     

     

     

     

     

    Investor information:

     

     

     

     

     

     

     

    Closing sales price of common stock on last trading day of quarter

    $

    93.79

     

    110.41

     

    106.04

     

    114.39

     

    97.97

     

    80.04

     

    High closing sales price of common stock during quarter

    $

    119.63

     

    111.51

     

    126.15

     

    129.87

     

    100.56

     

    84.70

     

    Low closing sales price of common stock during quarter

    $

    86.13

     

    87.19

     

    99.42

     

    92.95

     

    76.97

     

    74.62

     

     

     

     

     

     

     

     

     

    Closing sales price of depositary shares on last trading day of quarter

    $

    25.14

     

    23.91

     

    24.10

     

    24.23

     

    24.39

     

    23.25

     

    High closing sales price of depositary shares during quarter

    $

    25.48

     

    24.56

     

    25.25

     

    25.02

     

    24.50

     

    23.85

     

    Low closing sales price of depositary shares during quarter

    $

    24.08

     

    23.76

     

    24.10

     

    24.23

     

    23.25

     

    22.93

     

     

     

     

     

     

     

     

     

    Other information:

     

     

     

     

     

     

     

    Residential mortgage loan sales:

     

     

     

     

     

     

     

    Gross loans sold

    $

    168,935

     

    192,859

     

    145,645

     

    185,707

     

    209,144

     

    217,080

     

    Gross fees (8)

    $

    4,424

     

    4,068

     

    3,761

     

    4,360

     

    4,974

     

    5,368

     

    Gross fees as a percentage of loans originated

     

    2.62

    %

    2.11

    %

    2.58

    %

    2.35

    %

    2.38

    %

    2.47

    %

    Net gain on residential mortgage loans sold

    $

    1,828

     

    1,965

     

    2,507

     

    2,344

     

    2,643

     

    3,270

     

    Investment gains (losses) on sales of securities, net (13)

    $

    —

     

    —

     

    (12,512

    )

    249

     

    —

     

    (72,103

    )

    Brokerage account assets, at quarter end (9)

    $

    15,653,343

     

    14,665,349

     

    13,324,592

     

    13,086,359

     

    12,791,337

     

    11,917,578

     

    Trust account managed assets, at quarter end

    $

    8,233,933

     

    7,664,867

     

    7,293,630

     

    7,061,868

     

    6,830,323

     

    6,443,916

     

    Core deposits (10)

    $

    40,813,687

     

    39,761,037

     

    40,012,999

     

    38,046,904

     

    35,764,640

     

    34,957,827

     

    Core deposits to total funding (10)

     

    84.6

    %

    83.8

    %

    85.0

    %

    83.9

    %

    81.8

    %

    82.2

    %

    Risk-weighted assets

    $

    45,571,307

     

    44,413,507

     

    43,210,918

     

    41,976,450

     

    40,530,585

     

    39,983,191

     

    Number of offices

     

    138

     

    137

     

    136

     

    137

     

    136

     

    135

     

    Total core deposits per office

    $

    295,751

     

    290,227

     

    294,213

     

    277,715

     

    262,975

     

    258,947

     

    Total assets per full-time equivalent employee

    $

    15,301

     

    15,109

     

    15,092

     

    14,750

     

    14,418

     

    14,231

     

    Annualized revenues per full-time equivalent employee

    $

    591.0

     

    558.5

     

    522.2

     

    530.4

     

    528.0

     

    425.0

     

    Annualized expenses per full-time equivalent employee

    $

    328.8

     

    316.8

     

    310.8

     

    292.2

     

    293.4

     

    314.6

     

    Number of employees (full-time equivalent)

     

    3,657.5

     

    3,627.0

     

    3,595.0

     

    3,565.5

     

    3,516.5

     

    3,469.0

     

    Associate retention rate (11)

     

    93.0

    %

    93.4

    %

    94.3

    %

    94.5

    %

    94.6

    %

    94.4

    %

     

     

     

     

     

     

     

     

    This information is preliminary and based on company data available at the time of the presentation.

    PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

    RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

     

    Three months ended

     

    Nine months ended

    (dollars in thousands, except per share data)

    September

    June

    September

     

    September

    September

    2025

    2025

    2024

     

    2025

    2024

     

     

     

     

     

     

     

    Net interest income

    $

    396,865

     

    379,533

     

    351,504

     

     

    1,140,826

     

    1,001,800

     

     

     

     

     

     

     

     

    Noninterest income

     

    147,938

     

    125,457

     

    115,242

     

     

    371,821

     

    259,633

     

    Total revenues

     

    544,803

     

    504,990

     

    466,746

     

     

    1,512,647

     

    1,261,433

     

    Less: Investment losses on sales of securities, net

     

    —

     

    —

     

    —

     

     

    12,512

     

    72,103

     

    Recognition of mortgage servicing asset

     

    —

     

    —

     

    —

     

     

    —

     

    (11,812

    )

    Total revenues excluding the impact of adjustments noted above

    $

    544,803

     

    504,990

     

    466,746

     

     

    1,525,159

     

    1,321,724

     

     

     

     

     

     

     

     

    Noninterest expense

    $

    303,139

     

    286,446

     

    259,319

     

     

    865,072

     

    773,073

     

    Less: ORE expense

     

    146

     

    137

     

    56

     

     

    341

     

    162

     

    FDIC special assessment

     

    —

     

    —

     

    —

     

     

    —

     

    7,250

     

    Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

     

    —

     

    —

     

    —

     

     

    —

     

    28,400

     

    Merger-related expenses

     

    7,727

     

    —

     

    —

     

     

    7,727

     

    —

     

    Noninterest expense excluding the impact of adjustments noted above

    $

    295,266

     

    286,309

     

    259,263

     

     

    857,004

     

    737,261

     

     

     

     

     

     

     

     

    Pre-tax income

    $

    209,725

     

    194,299

     

    181,146

     

     

    574,431

     

    397,423

     

    Provision for credit losses

     

    31,939

     

    24,245

     

    26,281

     

     

    73,144

     

    90,937

     

    Pre-tax pre-provision net revenue

     

    241,664

     

    218,544

     

    207,427

     

     

    647,575

     

    488,360

     

    Less: Adjustments noted above

     

    7,873

     

    137

     

    56

     

     

    20,580

     

    96,103

     

    Adjusted pre-tax pre-provision net revenue (12)

    $

    249,537

     

    218,681

     

    207,483

     

     

    668,155

     

    584,463

     

     

     

     

     

     

     

     

    Noninterest income

    $

    147,938

     

    125,457

     

    115,242

     

     

    371,821

     

    259,633

     

    Less: Adjustments noted above

     

    —

     

    —

     

    —

     

     

    12,512

     

    60,291

     

    Noninterest income excluding the impact of adjustments noted above

    $

    147,938

     

    125,457

     

    115,242

     

     

    384,333

     

    319,924

     

     

     

     

     

     

     

     

    Efficiency ratio (4)

     

    55.64

    %

    56.72

    %

    55.56

    %

     

    57.19

    %

    61.29

    %

    Less: Adjustments noted above

     

    (1.44

    )%

    (0.03

    )%

    (0.01

    )%

     

    (1.00

    )%

    (5.51

    )%

    Efficiency ratio excluding adjustments noted above (4)

     

    54.20

    %

    56.70

    %

    55.55

    %

     

    56.19

    %

    55.78

    %

     

     

     

     

     

     

     

    Total average assets

    $

    55,213,879

     

    53,824,500

     

    49,535,543

     

     

    53,864,583

     

    48,869,404

     

     

     

     

     

     

     

     

    Noninterest income to average assets (1)

     

    1.06

    %

    0.93

    %

    0.93

    %

     

    0.92

    %

    0.71

    %

    Less: Adjustments noted above

     

    —

    %

    —

    %

    —

    %

     

    0.03

    %

    0.16

    %

    Noninterest income (excluding adjustments noted above) to average assets (1)

     

    1.06

    %

    0.93

    %

    0.93

    %

     

    0.95

    %

    0.87

    %

     

     

     

     

     

     

     

    Noninterest expense to average assets (1)

     

    2.18

    %

    2.13

    %

    2.08

    %

     

    2.15

    %

    2.11

    %

    Less: Adjustments as noted above

     

    (0.06

    )%

    —

    %

    —

    %

     

    (0.02

    )%

    (0.09

    )%

    Noninterest expense (excluding adjustments noted above) to average assets (1)

     

    2.12

    %

    2.13

    %

    2.08

    %

     

    2.13

    %

    2.02

    %

     

     

     

     

     

     

     

    This information is preliminary and based on company data available at the time of the presentation. Numbers may not foot due to rounding.

    PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

    RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

     

    Three months ended

    (dollars in thousands, except per share data)

    September

    June

    March

    December

    September

    June

    2025

    2025

     

    2025

    2024

    2024

    2024

    Net income available to common shareholders

    $

    169,338

     

    154,742

     

    136,610

     

    147,461

     

    142,893

     

    49,364

     

    Investment (gains) losses on sales of securities, net

     

    —

     

    —

     

    12,512

     

    (249

    )

    —

     

    72,103

     

    Gain on sale of fixed assets as a result of sale-leaseback transaction

     

    —

     

    —

     

    —

     

    —

     

    —

     

    —

     

    Loss on BOLI restructuring

     

    —

     

    —

     

    —

     

    —

     

    —

     

    —

     

    ORE expense

     

    146

     

    137

     

    58

     

    58

     

    56

     

    22

     

    FDIC special assessment

     

    —

     

    —

     

    —

     

    —

     

    —

     

    —

     

    Recognition of mortgage servicing asset

     

    —

     

    —

     

    —

     

    —

     

    —

     

    —

     

    Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

     

    —

     

    —

     

    —

     

    —

     

    —

     

    28,400

     

    Merger-related expenses

     

    7,727

     

    —

     

    —

     

    —

     

    —

     

    —

     

    Tax effect on above noted adjustments (16)

     

    (1,968

    )

    (34

    )

    (3,143

    )

    48

     

    (14

    )

    (25,131

    )

    Net income available to common shareholders excluding adjustments noted above

    $

    175,243

     

    154,844

     

    146,037

     

    147,318

     

    142,935

     

    124,758

     

     

     

     

     

     

     

     

    Basic earnings per common share

    $

    2.20

     

    2.01

     

    1.78

     

    1.93

     

    1.87

     

    0.65

     

    Less:

     

     

     

     

     

     

    Investment (gains) losses on sales of securities, net

     

    —

     

    —

     

    0.16

     

    (0.01

    )

    —

     

    0.94

     

    ORE expense

     

    —

     

    —

     

    —

     

    —

     

    —

     

    —

     

    FDIC special assessment

     

    —

     

    —

     

    —

     

    —

     

    —

     

    —

     

    Recognition of mortgage servicing asset

     

    —

     

    —

     

    —

     

    —

     

    —

     

    —

     

    Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

     

    —

     

    —

     

    —

     

    —

     

    —

     

    0.37

     

    Merger-related expenses

     

    0.10

     

    —

     

    —

     

    —

     

    —

     

    —

     

    Tax effect on above noted adjustments (16)

     

    (0.02

    )

    —

     

    (0.04

    )

    —

     

    —

     

    (0.33

    )

    Basic earnings per common share excluding adjustments noted above

    $

    2.28

     

    2.01

     

    1.90

     

    1.92

     

    1.87

     

    1.63

     

     

     

     

     

     

     

     

    Diluted earnings per common share

    $

    2.19

     

    2.00

     

    1.77

     

    1.91

     

    1.86

     

    0.64

     

    Less:

     

     

     

     

     

     

    Investment (gains) losses on sales of securities, net

     

    —

     

    —

     

    0.16

     

    (0.01

    )

    —

     

    0.94

     

    ORE expense

     

    —

     

    —

     

    —

     

    —

     

    —

     

    —

     

    FDIC special assessment

     

    —

     

    —

     

    —

     

    —

     

    —

     

    —

     

    Recognition of mortgage servicing asset

     

    —

     

    —

     

    —

     

    —

     

    —

     

    —

     

    Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

     

    —

     

    —

     

    —

     

    —

     

    —

     

    0.37

     

    Merger-related expenses

     

    0.10

     

    —

     

    —

     

    —

     

    —

     

    —

     

    Tax effect on above noted adjustments (16)

     

    (0.02

    )

    —

     

    (0.04

    )

    —

     

     

    (0.32

    )

    Diluted earnings per common share excluding the adjustments noted above

    $

    2.27

     

    2.00

     

    1.90

     

    1.90

     

    1.86

     

    1.63

     

     

     

     

     

     

     

     

    Revenue per diluted common share

    $

    7.05

     

    6.53

     

    6.01

     

    6.14

     

    6.08

     

    4.78

     

    Adjustments due to revenue-impacting items as noted above

     

    —

     

    —

     

    0.16

     

    —

     

    —

     

    0.94

     

    Revenue per diluted common share excluding adjustments due to revenue-impacting items as noted above

    $

    7.05

     

    6.53

     

    6.18

     

    6.14

     

    6.08

     

    5.72

     

     

     

     

     

     

     

     

    Book value per common share at quarter end (7)

    $

    85.60

     

    82.79

     

    81.57

     

    80.46

     

    79.33

     

    77.15

     

    Adjustment due to goodwill, core deposit and other intangible assets

     

    (24.07

    )

    (24.09

    )

    (24.10

    )

    (24.22

    )

    (24.21

    )

    (24.23

    )

    Tangible book value per common share at quarter end (7)

    $

    61.53

     

    58.70

     

    57.47

     

    56.24

     

    55.12

     

    52.92

     

     

     

     

     

     

     

     

    Equity method investment (15)

     

     

     

     

     

     

    Fee income from BHG, net of amortization

    $

    40,614

     

    26,027

     

    20,405

     

    12,070

     

    16,379

     

    18,688

     

    Funding cost to support investment

     

    5,079

     

    5,205

     

    5,515

     

    4,869

     

    5,762

     

    5,704

     

    Pre-tax impact of BHG

     

    35,535

     

    20,822

     

    14,890

     

    7,201

     

    10,617

     

    12,984

     

    Income tax expense at statutory rates (16)

     

    8,884

     

    5,206

     

    3,723

     

    1,800

     

    2,654

     

    3,246

     

    Earnings attributable to BHG

    $

    26,651

     

    15,617

     

    11,168

     

    5,401

     

    7,963

     

    9,738

     

    Basic earnings per common share attributable to BHG

    $

    0.35

     

    0.20

     

    0.15

     

    0.07

     

    0.10

     

    0.13

     

    Diluted earnings per common share attributable to BHG

    $

    0.34

     

    0.20

     

    0.15

     

    0.07

     

    0.10

     

    0.13

     

    This information is preliminary and based on company data available at the time of the presentation. Numbers may not foot due to rounding.

    PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

    RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

     

     

    Nine months ended

    (dollars in thousands, except per share data)

     

    September 30,

     

    2025

    2024

    Net income available to common shareholders

     

    $

    460,690

     

    312,403

     

    Investment losses on sales of securities, net

     

     

    12,512

     

    72,103

     

    ORE expense

     

     

    341

     

    162

     

    FDIC special assessment

     

     

    —

     

    7,250

     

    Recognition of mortgage servicing asset

     

     

    —

     

    (11,812

    )

    Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

     

     

    —

     

    28,400

     

    Merger-related expenses

     

     

    7,727

     

    —

     

    Tax effect on adjustments noted above (16)

     

     

    (5,145

    )

    (24,026

    )

    Net income available to common shareholders excluding adjustments noted above

     

    $

    476,125

     

    384,480

     

     

     

     

     

    Basic earnings per common share

     

    $

    6.00

     

    4.09

     

    Less:

     

     

     

    Investment losses on sales of securities, net

     

     

    0.16

     

    0.94

     

    ORE expense

     

     

    —

     

    —

     

    FDIC special assessment

     

     

    —

     

    0.09

     

    Recognition of mortgage servicing asset

     

     

    —

     

    (0.15

    )

    Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

     

     

    —

     

    0.37

     

    Merger-related expenses

     

     

    0.10

     

    —

     

    Tax effect on above noted adjustments (16)

     

     

    (0.06

    )

    (0.31

    )

    Basic earnings per common share excluding adjustments noted above

     

    $

    6.20

     

    5.03

     

     

     

     

     

    Diluted earnings per common share

     

     

    5.96

     

    4.08

     

    Less:

     

     

     

    Investment losses on sales of securities, net

     

     

    0.16

     

    0.94

     

    ORE expense

     

     

    —

     

    —

     

    FDIC special assessment

     

     

    —

     

    0.09

     

    Recognition of mortgage servicing asset

     

     

    —

     

    (0.15

    )

    Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

     

     

    —

     

    0.37

     

    Merger-related expenses

     

     

    0.10

     

    —

     

    Tax effect on above noted adjustments (16)

     

     

    (0.08

    )

    (0.31

    )

    Diluted earnings per common share excluding the adjustments noted above

     

    $

    6.16

     

    5.02

     

     

     

     

     

    Revenue per diluted common share

     

    $

    19.58

     

    16.47

     

    Adjustments due to revenue-impacting items as noted above

     

     

    0.17

     

    0.78

     

    Revenue per diluted common share excluding adjustments due to revenue-impacting items noted above

     

    $

    19.75

     

    17.25

     

     

     

     

     

     

     

     

     

    Equity method investment (15)

     

     

     

    Fee income from BHG, net of amortization

     

    $

    87,046

     

    51,102

     

    Funding cost to support investment

     

     

    15,799

     

    17,345

     

    Pre-tax impact of BHG

     

     

    71,247

     

    33,757

     

    Income tax expense at statutory rates (16)

     

     

    17,812

     

    8,439

     

    Earnings attributable to BHG

     

    $

    53,435

     

    25,318

     

     

     

     

     

    Basic earnings per common share attributable to BHG

     

    $

    0.70

     

    0.33

     

    Diluted earnings per common share attributable to BHG

     

    $

    0.69

     

    0.33

     

     

     

     

     

    This information is preliminary and based on company data available at the time of the presentation.

     

     

     

     

    PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

     

     

     

    RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

     

    Three months ended

     

    Nine months ended

    (dollars in thousands, except per share data)

    September

    June

    September

     

    September

    September

    2025

    2025

    2024

     

    2025

    2024

     

     

     

     

     

     

     

    Return on average assets (1)

     

    1.22

    %

    1.15

    %

    1.15

    %

     

     

    1.14

    %

    0.85

    %

    Adjustments as noted above

     

    0.04

    %

    —

    %

    —

    %

     

     

    0.04

    %

    0.20

    %

    Return on average assets excluding adjustments noted above (1)

     

    1.26

    %

    1.15

    %

    1.15

    %

     

     

    1.18

    %

    1.05

    %

     

     

     

     

     

     

     

    Tangible assets:

     

     

     

     

     

     

    Total assets

    $

    55,963,549

     

    54,801,451

     

    50,701,888

     

     

    $

    55,963,549

     

    50,701,888

     

    Less: Goodwill

     

    (1,848,904

    )

    (1,848,904

    )

    (1,846,973

    )

     

     

    (1,848,904

    )

    (1,846,973

    )

    Core deposit and other intangible assets

     

    (18,108

    )

    (19,506

    )

    (22,755

    )

     

     

    (18,108

    )

    (22,755

    )

    Net tangible assets

    $

    54,096,537

     

    52,933,041

     

    48,832,160

     

     

    $

    54,096,537

     

    48,832,160

     

     

     

     

     

     

     

     

    Tangible common equity:

     

     

     

     

     

     

    Total shareholders' equity

    $

    6,856,192

     

    6,637,237

     

    6,344,258

     

     

    $

    6,856,192

     

    6,344,258

     

    Less: Preferred shareholders' equity

     

    (217,126

    )

    (217,126

    )

    (217,126

    )

     

     

    (217,126

    )

    (217,126

    )

    Total common shareholders' equity

     

    6,639,066

     

    6,420,111

     

    6,127,132

     

     

     

    6,639,066

     

    6,127,132

     

    Less: Goodwill

     

    (1,848,904

    )

    (1,848,904

    )

    (1,846,973

    )

     

     

    (1,848,904

    )

    (1,846,973

    )

    Core deposit and other intangible assets

     

    (18,108

    )

    (19,506

    )

    (22,755

    )

     

     

    (18,108

    )

    (22,755

    )

    Net tangible common equity

    $

    4,772,054

     

    4,551,701

     

    4,257,404

     

     

    $

    4,772,054

     

    4,257,404

     

     

     

     

     

     

     

     

    Ratio of tangible common equity to tangible assets

     

    8.82

    %

    8.60

    %

    8.72

    %

     

     

    8.82

    %

    8.72

    %

     

     

     

     

     

     

     

    Average tangible assets:

     

     

     

     

     

     

    Average assets

    $

    55,213,879

     

    53,824,500

     

    49,535,543

     

     

    $

    53,864,583

     

    48,869,404

     

    Less: Average goodwill

     

    (1,848,904

    )

    (1,849,255

    )

    (1,846,973

    )

     

     

    (1,849,139

    )

    (1,846,973

    )

    Average core deposit and other intangible assets

     

    (18,985

    )

    (20,150

    )

    (23,746

    )

     

     

    (20,006

    )

    (25,312

    )

    Net average tangible assets

    $

    53,345,990

     

    51,955,095

     

    47,664,824

     

     

    $

    51,995,438

     

    46,997,119

     

     

     

     

     

     

     

     

    Return on average assets (1)

     

    1.22

    %

    1.15

    %

    1.15

    %

     

     

    1.14

    %

    0.85

    %

    Adjustment due to goodwill, core deposit and other intangible assets

     

    0.04

    %

    0.04

    %

    0.04

    %

     

     

    0.04

    %

    0.04

    %

    Return on average tangible assets (1)

     

    1.26

    %

    1.19

    %

    1.19

    %

     

     

    1.18

    %

    0.89

    %

    Adjustments as noted above

     

    0.04

    %

    —

    %

    —

    %

     

     

    0.04

    %

    0.20

    %

    Return on average tangible assets excluding adjustments noted above (1)

     

    1.30

    %

    1.20

    %

    1.19

    %

     

     

    1.22

    %

    1.09

    %

     

     

     

     

     

     

     

    Average tangible common equity:

     

     

     

     

     

     

    Average shareholders' equity

    $

    6,721,569

     

    6,601,662

     

    6,265,710

     

     

    $

    6,613,798

     

    6,162,726

     

    Less: Average preferred equity

     

    (217,126

    )

    (217,126

    )

    (217,126

    )

     

     

    (217,126

    )

    (217,126

    )

    Average common equity

     

    6,504,443

     

    6,384,536

     

    6,048,584

     

     

     

    6,396,672

     

    5,945,600

     

    Less: Average goodwill

     

    (1,848,904

    )

    (1,849,255

    )

    (1,846,973

    )

     

     

    (1,849,139

    )

    (1,846,973

    )

    Average core deposit and other intangible assets

     

    (18,985

    )

    (20,150

    )

    (23,746

    )

     

     

    (20,006

    )

    (25,312

    )

    Net average tangible common equity

    $

    4,636,554

     

    4,515,131

     

    4,177,865

     

     

    $

    4,527,527

     

    4,073,315

     

     

     

     

     

     

     

     

    Return on average equity (1)

     

    10.00

    %

    9.40

    %

    9.07

    %

     

     

    9.31

    %

    6.77

    %

    Adjustment due to average preferred shareholders' equity

     

    0.33

    %

    0.32

    %

    0.33

    %

     

     

    0.32

    %

    0.25

    %

    Return on average common equity (1)

     

    10.33

    %

    9.72

    %

    9.40

    %

     

     

    9.63

    %

    7.02

    %

    Adjustment due to goodwill, core deposit and other intangible assets

     

    4.16

    %

    4.02

    %

    4.21

    %

     

     

    3.97

    %

    3.22

    %

    Return on average tangible common equity (1)

     

    14.49

    %

    13.75

    %

    13.61

    %

     

     

    13.60

    %

    10.24

    %

    Adjustments as noted above

     

    0.51

    %

    0.01

    %

    —

    %

     

     

    0.46

    %

    2.37

    %

    Return on average tangible common equity excluding adjustments noted above (1)

     

    15.00

    %

    13.76

    %

    13.61

    %

     

     

    14.06

    %

    12.61

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    This information is preliminary and based on company data available at the time of the presentation. Numbers may not foot due to rounding.

    PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

    SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

     

    1. Ratios are presented on an annualized basis.

    2. Net interest margin is the result of net interest income on a tax equivalent basis divided by average interest earning assets.

    3. Total revenue is equal to the sum of net interest income and noninterest income.

    4. Efficiency ratios are calculated by dividing noninterest expense by the sum of net interest income and noninterest income.

    5. Annualized net loan charge-offs to average loans ratios are computed by annualizing quarter-to-date net loan charge-offs and dividing the result by average loans for the quarter-to-date period.

    6. Capital ratios are calculated using regulatory reporting regulations enacted for such period and are defined as follows:

    Equity to total assets – End of period total shareholders' equity as a percentage of end of period assets.

    Tangible common equity to tangible assets - End of period total shareholders' equity less end of period preferred stock, goodwill, core deposit and other intangibles as a percentage of end of period assets less end of period goodwill, core deposit and other intangibles.

    Leverage – Tier I capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets.

    Tier I risk-based – Tier I capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.

    Total risk-based – Total capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.

    Classified asset - Classified assets as a percentage of Tier 1 capital plus allowance for credit losses.

    Tier I common equity to risk weighted assets - Tier 1 capital (pursuant to risk-based capital guidelines) less the amount of any preferred stock or subordinated indebtedness that is considered as a component of Tier 1 capital as a percentage of total risk-weighted assets.

    7. Book value per common share computed by dividing total common shareholders' equity by common shares outstanding. Tangible book value per common share computed by dividing total common shareholders' equity, less goodwill, core deposit and other intangibles, by common shares outstanding.

    8. Amounts are included in the statement of income in "Gains on mortgage loans sold, net", net of commissions paid on such amounts.

    9. At fair value, based on information obtained from Pinnacle's third party broker/dealer for non-FDIC insured financial products and services.

    10. Core deposits include all transaction deposit accounts, money market and savings accounts and all certificates of deposit issued in a denomination of less than $250,000. The ratio noted above represents total core deposits divided by total funding, which includes total deposits, FHLB advances, securities sold under agreements to repurchase, subordinated indebtedness and all other interest-bearing liabilities.

    11. Associate retention rate is computed by dividing the number of associates employed at quarter end less the number of associates that have resigned in the last 12 months by the number of associates employed at quarter end.

    12. Adjusted pre-tax, pre-provision net revenue excludes the impact of ORE expenses and income, investment gains and losses on sales of securities, the impact of the FDIC special assessment, the recognition of the mortgage servicing asset, fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives and merger expenses.

    13. Represents investment gains (losses) on sales and impairments, net occurring as a result of gains or losses incurred as the result of a change in management's intention to sell a bond prior to the recovery of its amortized cost basis.

    14. The dividend payout ratio is calculated as the sum of the annualized dividend rate for dividends paid on common shares divided by the trailing 12-months fully diluted earnings per common share as of the dividend declaration date.

    15. Earnings from equity method investment includes the impact of the funding costs of the overall franchise calculated using the firm's subordinated and other borrowing rates. Income tax expense is calculated using statutory tax rates.

    16. Tax effect calculated using the blended statutory rate of 25.00 percent for all periods.

    17. Calculated using the same guidelines as are used in the Federal Financial Institutions Examination Council's Uniform Bank Performance Report.

     

    pnfp-earnings

    View source version on businesswire.com: https://www.businesswire.com/news/home/20251015328090/en/

    MEDIA CONTACT:

    Joe Bass, 615-743-8219

    FINANCIAL CONTACT:

    Harold Carpenter, 615-744-3742

    WEBSITE:

    www.pnfp.com

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