Financial News

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

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

Investor.Relations@pnfp.com

(615) 743-8219

Synovus Financial Corp.

33 West 14th Street

Columbus, GA 31901

Attention: Investor Relations

InvestorRelations@Synovus.com

(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

Contacts

MEDIA CONTACT:

Joe Bass, 615-743-8219

FINANCIAL CONTACT:

Harold Carpenter, 615-744-3742

WEBSITE:

www.pnfp.com

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