PNFP Reports 4Q25 Diluted EPS of $2.13 and Adjusted Diluted EPS of $2.24

ATLANTA--( BUSINESS WIRE)--Pinnacle Financial Partners, Inc. (NYSE: PNFP) reported net income per diluted common share of $2.13 for the quarter ended Dec. 31, 2025, for the business of legacy Pinnacle Financial Partners, Inc., compared to net income per diluted common share of $1.91 for the quarter ended Dec. 31, 2024, an increase of approximately 11.5 percent. Net income per diluted common share was $8.07 for the year ended Dec. 31, 2025, compared to net income per diluted common share of $5.96 for the year ended Dec. 31, 2024, an increase of approximately 35.4 percent.

"Pinnacle’s proven operating model remains the foundation of our growth, while Synovus brings extensive expertise, broad reach and operational excellence. Together, we’ll build a bank that combines scale with a clear purpose."

After considering the adjustments noted in the table below, net income per diluted common share was $2.24 for the three months ended Dec. 31, 2025, compared to $1.90 for the three months ended Dec. 31, 2024, an increase of 17.9 percent. Net income per diluted common share, adjusted for the items noted in the table below, was $8.37 for the year ended Dec. 31, 2025, compared to net income per diluted common share of $6.89 for the year ended Dec. 31, 2024, an increase of approximately 21.5 percent.

Three months ended

Year ended

Dec. 31,

2025

Sept. 30,

2025

Dec. 31,

2024

Dec. 31,

2025

Dec. 31,

2024

Diluted earnings per common share

2.13

2.19

1.91

8.07

5.96

Adjustments, net of tax (1):

Investment (gains) losses on sales of securities, net

0.04

—

(0.01

)

0.16

0.70

Recognition of mortgage servicing asset

—

(0.12

)

FDIC special assessment

(0.07

)

—

(0.07

)

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

0.14

0.08

—

0.21

—

Diluted earnings per common share after adjustments

2.24

2.27

1.90

8.37

6.89

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.

"One of the most important measures of success for our recent merger with Synovus is our ability to sustain outsized growth momentum," said M. Terry Turner, Pinnacle's chairman and former chief executive officer. "Fourth quarter 2025 results are in and speak for themselves, with double-digit growth in loans, client deposits, revenue and adjusted earnings per share year-over-year. While much work was required to complete the merger so quickly, fourth quarter’s financial results actually represent accelerated growth rates when compared to quarterly growth rates in the first and second quarters of 2025, immediately prior to the deal announcement."

PINNACLE AND SYNOVUS MERGER

The merger of Pinnacle Financial Partners, Inc. (which we may refer to as "legacy Pinnacle") and Synovus Financial Corp. (which we may refer to as "Synovus" or "legacy Synovus") closed on January 1, 2026. The combination creates one of the leading regional banks in the industry, positioned for accelerated growth by marrying the cultures of both banks with Pinnacle’s proven recruiting model and incentive structures and Synovus’ deep talent and capabilities. Integration teams have been working closely together to build the blueprint for Pinnacle’s future. While bankers continue to serve clients and recruit top talent with little to no disruption, others will work behind the scenes to execute as seamless an integration effort as possible. Systems and brand conversions are expected in March 2027. Throughout, the primary goal will be to enhance our client experience.

"Pinnacle and Synovus both delivered strong results in 2025, demonstrating our commitment to growth amid the pending merger," said Pinnacle President and CEO Kevin Blair. "Legacy Pinnacle grew diluted EPS by 35% and adjusted diluted EPS by 22%, while legacy Synovus achieved increases of 76% and 28%, respectively. These outcomes reflect our team’s engagement, client focus and dedication to delivering value for shareholders. This momentum positions us for continued success in 2026 and strengthens our capacity to unify both organizations, building on similar legacies and shared values. Both firms prioritize client service, with legacy Pinnacle earning the No. 1 Net Promoter Score in our footprint and legacy Synovus earning No. 3. Pinnacle’s proven operating model remains the foundation of our growth, while Synovus brings extensive expertise, broad reach and operational excellence. Together, we’ll build a bank that combines scale with a clear purpose."

PINNACLE'S BALANCE SHEET GROWTH AND LIQUIDITY:

Total assets at Dec. 31, 2025, were $57.7 billion, an increase of approximately $1.7 billion from Sept. 30, 2025, and $5.1 billion from Dec. 31, 2024, reflecting a linked-quarter annualized increase of 12.5 percent and a year-over-year increase of 9.7 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)

Dec. 31,

2025

Sept. 30,

2025

Dec. 31,

2024

Loans

39,154,002

37,932,613

12.9

35,485,776

10.3

Securities

9,157,207

9,056,608

4.4

8,381,268

9.3

Other interest-earning assets

3,400,579

3,228,993

21.3

3,377,381

0.7

Total interest-earning assets

51,711,788

50,218,214

11.9

47,244,425

9.5

Core deposits:

Noninterest-bearing deposits

9,046,666

8,952,978

4.2

8,170,448

10.7

Interest-bearing core deposits (1)

32,880,864

31,860,709

12.8

29,876,456

10.1

Noncore deposits and other funding (2)

7,990,472

7,442,496

29.5

7,326,287

9.1

Total funding

49,918,002

48,256,183

13.8

45,373,191

10.0

(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.

"We are very pleased with loan growth for the fourth quarter and the momentum we have as a combined firm," said Turner. "Our fourth quarter loan growth of $1.2 billion came in stronger than we anticipated which contributed to the additional provision expense for the quarter. For 2026, we have a lot of opportunities to sustain our strong loan growth. Our growing interest in commercial real estate projects and, as a combined firm, our push to expand our lending verticals across our expanded footprint will both serve to support our loan growth goals.

"Year-end 2025 results for deposits also exceeded our expectations with year-over-year core deposits up by 10.2 percent, which was more than the growth range we previously anticipated. Importantly, highly-valued noninterest bearing deposits increased by 10.7 percent in 2025. Again, this has much to do with the success of our treasury management and specialty deposit professionals finishing the year with great momentum which we fully expect to carry well into 2026."

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

Pre-tax, pre-provision net revenues (PPNR) for the quarter and year ended Dec. 31, 2025, were $239.5 million and $887.1 million, respectively, compared to $213.4 million and $701.8 million, respectively, recognized in the quarter and year ended Dec. 31, 2024. As noted in the table below, adjusted PPNR for the quarter and year ended Dec. 31, 2025, were $250.4 million and $918.6 million, respectively, compared to $213.2 million and $797.7 million, respectively, recognized in the quarter and year ended Dec. 31, 2024, an increase of 17.4 percent and 15.2 percent.

Three months ended

Year ended

December 31,

(dollars in thousands)

2025

2024

% change

2025

2024

% change

Revenues:

Net interest income

407,435

363,790

12.0%

1,548,261

1,365,590

13.4%

Noninterest income

134,769

111,545

20.8%

506,590

371,178

36.5%

Total revenues

542,204

475,335

14.1%

2,054,851

1,736,768

18.3%

Noninterest expense

302,656

261,897

15.6%

1,167,728

1,034,970

12.8%

Pre-tax, pre-provision net revenue

239,548

213,438

12.2%

887,123

701,798

26.4%

Adjustments:

Investment (gains) losses on sales of securities, net

4,099

(249

)

>100.0%

16,611

71,854

(76.9)%

Recognition of mortgage servicing asset

—

(11,812

)

(100.0)%

ORE expense

346

>100.0%

687

220

>100.0%

FDIC special assessment

(7,500

)

—

(100.0)%

(7,500

)

7,250

>(100.0%)

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

—

28,400

(100.0)%

Merger-related expenses

13,939

—

100.0%

21,666

—

100.0%

Adjusted pre-tax, pre-provision net revenue

250,432

213,247

17.4%

918,587

797,710

15.2%

Three months ended

Year ended

Dec. 31, 2025

Sept. 30, 2025

Dec. 31, 2024

Dec. 31, 2025

Dec. 31, 2024

Net interest margin

3.27

3.26

3.22

3.24

3.16

Efficiency ratio

55.82

55.64

55.10

56.83

59.59

Return on average assets (1)

1.16

1.22

1.15

0.93

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

13.50

14.49

13.58

11.12

Average loan to deposit ratio

82.85

82.88

83.92

83.26

84.64

Net interest income for the fourth quarter of 2025 was $407.4 million, compared to $363.8 million for the fourth quarter of 2024, a year-over-year growth rate of 12.0 percent. Net interest margin was 3.27 percent for the fourth quarter of 2025, compared to 3.22 percent for the fourth quarter of 2024.

Total revenues for the fourth quarter of 2025 were $542.2 million, compared to $475.3 million for the fourth quarter of 2024, a year-over-year increase of 14.1 percent.

Three months ended

Linked-quarter

Annualized %

Change

Three months ended

Yr-over-Yr

% Change

(dollars in thousands)

Dec. 31, 2025

Sept. 30, 2025

Dec. 31, 2024

Net interest income

407,435

396,865

10.7

363,790

12.0

Noninterest income

134,769

147,938

(35.6

111,545

20.8

Total revenues

542,204

544,803

(1.9

475,335

14.1

Noninterest expense for the fourth quarter of 2025 was $302.7 million, compared to $261.9 million for the fourth quarter of 2024. As noted in the table below, adjusted noninterest expense for the fourth quarter of 2025 was $295.9 million, compared to $261.8 million in the prior year.

Three months ended

Linked-quarter

Annualized

% Change

Three months ended

Yr-over-yr

% Change

(dollars in thousands)

Dec. 31, 2025

Sept. 30, 2025

Dec. 31, 2024

Noninterest expense

302,656

303,139

(0.6)%

261,897

15.6%

Less:

ORE expense

346

146

>100.0%

FDIC special assessment

(7,500

)

—

(100.0)%

—

(100.0)%

Merger-related expenses

13,939

7,727

>100.0%

—

100.0%

Adjusted noninterest expense

295,871

295,266

0.8%

261,839

13.0%

"Revenue growth in the fourth quarter was exceptional and provides further evidence that we are active in our markets, while our leadership was also diligently working to advance a successful merger with Synovus," Turner said. "Net interest income for 2025 was up a solid 13.4 percent over the prior year, well within the range we discussed at the end of last quarter. As anticipated, our net interest margin expanded in the fourth quarter to 3.27 percent, up from the 3.26 percent last quarter. Noninterest income in 2025 was up a phenomenal 36.5 percent over last year. Noninterest income, excluding the impact of investment securities net losses and the recognition of a mortgage servicing asset in 2024, was up 21.3 percent from last year, again, well within the range we discussed last quarter as significant contributions from wealth, treasury management, BHG and our other fee businesses contributed greatly to our 2025 success.

"As to noninterest expense, excluding the reversal of the FDIC special assessment, merger-related costs and ORE expenses, our 2025 noninterest expense ended the year at $1.153 billion, which was within the range we discussed last quarter. Also, as expected, the final results for our 2025 associate cash incentives ended the year at 125 percent of target which warranted a maximum award to our team members."

PINNACLE'S CAPITAL AND SOUNDNESS:

As of

Dec. 31, 2025

Sept. 30, 2025

Dec. 31, 2024

Shareholders' equity to total assets

12.2

12.3

12.2

Tangible common equity to tangible assets

8.9

8.8

8.6

Book value per common share

87.90

85.60

80.46

Tangible book value per common share

63.71

61.53

56.24

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

0.28

0.18

0.24

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

0.36

0.41

0.42

Classified asset ratio (Pinnacle Bank) (2)

3.52

4.16

3.79

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

57.70

59.60

70.50

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

221.10

218.10

242.20

Allowance for credit losses (ACL) to total loans

1.13

1.15

1.17

(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.

"Fourth quarter soundness metrics all remain strong," Turner said. "During the quarter, we determined the need to charge off a nonperforming commercial real estate loan for approximately $16.9 million, of which approximately $10.0 million had been carried in our allowance for loan losses since the first quarter of 2024. This resulted in increased charge-offs in relation to average loans, as well as increased provision expense. However, we are also reporting decreases in nonperforming loans, as well as a slight reduction in our allowance for loan losses in relation to total loans.

"Our tangible equity ratio increased to 8.9 percent at Dec. 31, 2025, while our common equity tier one risk-based capital ratio stood at 10.9 percent, up slightly over the course of 2025. Another metric that we remain very proud of is our tangible book value per share which stood at $63.71 per share at Dec. 31, 2025, an increase of 13.3 percent over last year’s result."

WEBCAST AND CONFERENCE CALL INFORMATION

Pinnacle will host a webcast and conference call at 8:30 a.m. ET on January 22, 2026, to discuss legacy Pinnacle's and legacy Synovus' fourth quarter 2025 results and other matters. To access the call for audio only, please call 1-888-506-0062. 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, Inc. (“Pinnacle”) is a regional bank which provides a full range of banking, investment, trust, mortgage and insurance products and services for commercial and consumer clients who want a comprehensive relationship with their financial institution. The firm joined forces with Synovus in 2026, bringing together more than 160 years of combined banking service. Pinnacle is the largest bank headquartered in Tennessee and the largest bank holding company headquartered in Georgia. The firm is No. 1 in deposit market share in the Nashville MSA and No. 4 in the Atlanta MSA with offices in Tennessee, Georgia, Florida, North Carolina, South Carolina, Alabama, Kentucky, Virginia and Maryland (based on June 30, 2025 FDIC market share data).

Pinnacle is an employer of choice for financial services professionals. The firm is No. 9 in FORTUNE magazine’s 2025 list of 100 Best Companies to Work For® in the U.S., its ninth consecutive appearance. Pinnacle was also recognized by American Banker as No. 4 among America’s Best Banks to Work For in 2025, its 13th consecutive year on the list, and No. 1 among banks with more than $10 billion in assets.

FORWARD LOOKING STATEMENTS

This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through Pinnacle's use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the outlook for Pinnacle's future business and financial performance and/or the performance of the banking industry and economy in general. These forward-looking statements include, among others, our expectations regarding the anticipated benefits and risks related to the recently-completed business combination with Synovus Financial Corp., our future operating and financial performance; expectations on our intended strategies, initiatives, and other operational and execution goals; expectations on credit quality and performance; and the assumptions underlying our expectations. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Pinnacle to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, Pinnacle's management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this press release. Many of these factors are beyond Pinnacle's ability to control or predict.

These forward-looking statements are based upon information presently known to management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in Pinnacle's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2024, under the captions “Cautionary Notice Regarding Forward-Looking Statements” and “Risk Factors” and in Pinnacle's quarterly reports on Form 10-Q, current reports on Form 8-K and other filings and reports filed with the Securities and Exchange Commission. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.

NON-GAAP FINANCIAL MEASURES

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 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'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'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 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 believes that the presentation of this information allows investors to more easily compare Pinnacle's results to the results of other companies. Pinnacle's management utilizes this non-GAAP financial information to compare Pinnacle's operating performance for 2025 versus certain periods in 2024 and to internally prepared projections.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS – UNAUDITED

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

Dec. 31, 2025

Sept. 30, 2025

Dec. 31, 2024

ASSETS

Cash and noninterest-bearing due from banks

358,258

295,133

320,320

Restricted cash

91,174

128,830

93,645

Interest-bearing due from banks

3,115,650

2,841,647

3,021,960

Cash and cash equivalents

3,565,082

3,265,610

3,435,925

Securities purchased with agreement to resell

96,395

83,120

66,449

Securities available-for-sale, at fair value

6,566,683

6,411,806

5,582,369

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

2,590,524

2,644,802

2,798,899

Consumer loans held-for-sale

91,713

163,129

175,627

Commercial loans held-for-sale

5,647

12,267

19,700

Loans

39,154,002

37,932,613

35,485,776

Less allowance for credit losses

(441,540

)

(434,450

)

(414,494

)

Loans, net

38,712,462

37,498,163

35,071,282

Premises and equipment, net

339,990

337,552

311,277

Equity method investment

391,946

389,109

436,707

Accrued interest receivable

219,761

218,647

214,080

Goodwill

1,848,904

1,849,260

Core deposits and other intangible assets

29,715

18,108

21,423

Other real estate owned

8,053

5,129

1,278

Other assets

3,239,178

3,067,203

2,605,173

Total assets

57,706,053

55,963,549

52,589,449

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits:

Noninterest-bearing

9,046,666

8,952,978

8,170,448

Interest-bearing

15,649,061

15,031,854

14,125,194

Savings and money market accounts

17,627,689

17,097,698

16,197,397

Time

5,073,106

4,644,594

4,349,953

Total deposits

47,396,522

45,727,124

42,842,992

Securities sold under agreements to repurchase

316,447

325,573

230,244

Federal Home Loan Bank advances

1,778,329

1,777,003

1,874,134

Subordinated debt and other borrowings

426,704

426,483

425,821

Accrued interest payable

48,250

48,484

55,619

Other liabilities

696,086

802,690

728,758

Total liabilities

50,662,338

49,107,357

46,157,568

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 Dec. 31, 2025, Sept. 30, 2025 and Dec. 31, 2024, respectively

217,126

Common stock, par value $1.00; 180.0 million shares authorized; 77.7 million, 77.6 million and 77.2 million shares issued and outstanding at Dec. 31, 2025, Sept. 30, 2025 and Dec. 31, 2024, respectively

77,662

77,558

77,242

Additional paid-in capital

3,144,104

3,141,416

3,129,680

Retained earnings

3,727,788

3,579,862

3,175,777

Accumulated other comprehensive loss, net of taxes

(122,965

)

(159,770

)

(167,944

)

Total shareholders' equity

7,043,715

6,856,192

6,431,881

Total liabilities and shareholders' equity

57,706,053

55,963,549

52,589,449

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

Year ended

Dec. 31, 2025

Sept. 30, 2025

Dec. 31, 2024

Dec. 31, 2025

Dec. 31, 2024

Interest income:

Loans, including fees

583,740

588,131

557,716

2,288,096

2,221,063

Securities

Taxable

64,953

67,158

58,842

260,953

220,666

Tax-exempt

27,483

27,646

24,947

107,463

97,779

Federal funds sold and other

35,279

38,312

42,855

139,120

158,590

Total interest income

711,455

721,247

684,360

2,795,632

2,698,098

Interest expense:

Deposits

275,008

294,164

287,511

1,127,179

1,203,455

Securities sold under agreements to repurchase

1,501

1,423

1,182

5,172

5,392

FHLB advances and other borrowings

27,511

28,795

31,877

115,020

123,661

Total interest expense

304,020

324,382

320,570

1,247,371

1,332,508

Net interest income

407,435

396,865

363,790

1,548,261

1,365,590

Provision for credit losses

34,101

31,939

29,652

107,245

120,589

Net interest income after provision for credit losses

373,334

364,926

334,138

1,441,016

1,245,001

Noninterest income:

Service charges on deposit accounts

18,720

18,290

15,175

71,130

59,394

Investment services

22,340

23,910

19,233

84,391

67,572

Insurance sales commissions

3,142

4,016

2,900

15,525

13,753

Gains on mortgage loans sold, net

1,347

1,828

2,344

7,647

11,136

Investment gains (losses) on sales of securities, net

(4,099

)

—

249

(16,611

)

(71,854

)

Trust fees

11,415

10,316

9,098

40,351

33,219

Income from equity method investment

31,297

40,614

12,070

118,343

63,172

Gain on sale of fixed assets

142

—

554

2,258

Other noninterest income

50,465

48,964

50,438

185,260

192,528

Total noninterest income

134,769

147,938

111,545

506,590

371,178

Noninterest expense:

Salaries and employee benefits

181,095

187,001

164,670

721,431

621,031

Equipment and occupancy

52,167

48,910

42,756

195,300

166,002

Other real estate, net

346

146

687

220

Marketing and other business development

12,011

7,902

8,168

37,351

26,668

Postage and supplies

3,269

3,401

3,178

13,232

12,049

Amortization of intangibles

1,393

1,398

1,544

5,608

6,254

Merger-related expenses

13,939

7,727

—

21,666

—

Other noninterest expense

38,436

46,654

41,523

172,453

202,746

Total noninterest expense

302,656

303,139

261,897

1,167,728

1,034,970

Income before income taxes

205,447

209,725

183,786

779,878

581,209

Income tax expense

35,666

36,589

32,527

138,013

106,153

Net income

169,781

173,136

151,259

641,865

475,056

Preferred stock dividends

(3,798

)

(3,798

)

(3,798

)

(15,192

)

(15,192

)

Net income available to common shareholders

165,983

169,338

147,461

626,673

459,864

Per share information:

Basic net income per common share

2.16

2.20

1.93

8.15

6.01

Diluted net income per common share

2.13

2.19

1.91

8.07

5.96

Weighted average common shares outstanding:

Basic

76,929,255

76,904,045

76,537,040

76,863,389

76,460,926

Diluted

77,746,329

77,310,293

77,384,742

77,688,626

77,131,330

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

Amounts

Balance at December 31, 2023

217,126

76,767

3,109,493

2,784,927

(152,525

)

6,035,788

Preferred dividends paid ($67.52 per share)

—

(15,192

)

—

(15,192

)

Common dividends paid ($0.88 per share)

—

(69,014

)

—

(69,014

)

Issuance of restricted common shares

—

262

(262

)

—

Forfeiture of restricted common shares

—

(30

)

(30

)

—

Restricted shares withheld for taxes & related tax benefits

—

(68

)

(68

)

(5,774

)

—

(5,842

)

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

(14,741

)

—

(14,430

)

Compensation expense for restricted shares, RSUs and PSUs

—

40,934

—

40,934

Net income

—

475,056

—

475,056

Other comprehensive loss

—

(15,419

)

(15,419

)

Balance at December 31, 2024

217,126

77,242

3,129,680

3,175,777

(167,944

)

6,431,881

Balance at December 31, 2024

217,126

77,242

3,129,680

3,175,777

(167,944

)

6,431,881

Preferred dividends paid ($67.52 per share)

—

(15,192

)

—

(15,192

)

Common dividends paid ($0.96 per share)

—

(74,662

)

—

(74,662

)

Issuance of restricted common shares

—

214

(214

)

—

Forfeiture of restricted common shares

—

(33

)

(33

)

—

Restricted shares withheld for taxes & related tax benefits

—

(69

)

(69

)

(7,612

)

—

(7,681

)

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

—

308

(21,409

)

—

(21,101

)

Compensation expense for restricted shares, RSUs and PSUs

—

43,626

—

43,626

Net income

—

641,865

—

641,865

Other comprehensive gain

—

44,979

Balance at December 31, 2025

217,126

77,662

3,144,104

3,727,788

(122,965

)

7,043,715

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)

December

September

June

March

December

September

2025

2024

Balance sheet data, at quarter end:

Commercial and industrial loans

16,365,200

15,570,921

14,905,306

14,131,312

13,815,817

12,986,865

Commercial real estate - owner occupied loans

5,215,810

4,904,462

4,744,806

4,594,376

4,388,531

4,264,743

Commercial real estate - investment loans

5,803,480

5,803,851

5,891,694

5,977,583

5,931,420

5,919,235

Commercial real estate - multifamily and other loans

2,337,836

2,284,438

2,393,696

2,360,515

2,198,698

2,213,153

Consumer real estate - mortgage loans

5,518,618

5,373,110

5,163,761

4,977,358

4,914,482

4,907,766

Construction and land development loans

3,241,266

3,389,451

3,412,060

3,525,860

3,699,321

3,486,504

Consumer and other loans

671,792

606,380

593,841

569,742

537,507

530,044

Total loans

39,154,002

37,932,613

37,105,164

36,136,746

35,485,776

34,308,310

Allowance for credit losses

(441,540

)

(434,450

)

(422,125

)

(417,462

)

(414,494

)

(391,534

)

Securities

9,157,207

9,056,608

9,066,651

8,718,794

8,381,268

8,293,241

Total assets

57,706,053

55,963,549

54,801,451

54,254,804

52,589,449

50,701,888

Noninterest-bearing deposits

9,046,666

8,952,978

8,640,759

8,507,351

8,170,448

8,229,394

Total deposits

47,396,522

45,727,124

44,999,244

44,479,463

42,842,992

40,954,888

Securities sold under agreements to repurchase

316,447

325,573

258,454

263,993

230,244

209,956

FHLB advances

1,778,329

1,777,003

1,775,470

1,886,011

1,874,134

2,146,395

Subordinated debt and other borrowings

426,704

426,483

426,263

426,042

425,821

425,600

Total shareholders' equity

7,043,715

6,856,192

6,637,237

6,543,142

6,431,881

6,344,258

Balance sheet data, quarterly averages:

Total loans

38,656,655

37,693,158

36,967,754

36,041,530

34,980,900

34,081,759

Securities

9,215,021

9,025,752

8,986,542

8,679,934

8,268,583

8,176,250

Federal funds sold and other

3,606,379

3,360,273

2,854,113

2,958,593

3,153,751

2,601,267

Total earning assets

51,478,055

50,079,183

48,808,409

47,680,057

46,403,234

44,859,276

Total assets

56,705,549

55,213,879

53,824,500

52,525,831

51,166,643

49,535,543

Noninterest-bearing deposits

9,246,937

8,873,147

8,486,681

8,206,751

8,380,760

8,077,655

Total deposits

46,657,794

45,479,133

44,233,628

43,018,951

41,682,341

40,101,199

Securities sold under agreements to repurchase

326,116

287,465

255,662

230,745

223,162

230,340

FHLB advances

1,777,721

1,774,237

1,838,449

1,877,596

2,006,736

2,128,793

Subordinated debt and other borrowings

433,619

433,472

427,805

427,624

427,503

427,380

Total shareholders' equity

6,966,997

6,721,569

6,601,662

6,515,904

6,405,867

6,265,710

Statement of operations data, for the three months ended:

Interest income

711,455

721,247

694,770

668,160

684,360

694,865

Interest expense

304,020

324,382

315,237

303,732

320,570

343,361

Net interest income

407,435

396,865

379,533

364,428

363,790

351,504

Provision for credit losses

34,101

31,939

24,245

16,960

29,652

26,281

Net interest income after provision for credit losses

373,334

364,926

355,288

347,468

334,138

325,223

Noninterest income

134,769

147,938

125,457

98,426

111,545

115,242

Noninterest expense

302,656

303,139

286,446

275,487

261,897

259,319

Income before income taxes

205,447

209,725

194,299

170,407

183,786

181,146

Income tax expense

35,666

36,589

35,759

29,999

32,527

34,455

Net income

169,781

173,136

158,540

140,408

151,259

146,691

Preferred stock dividends

(3,798

)

(3,798

)

(3,798

)

(3,798

)

(3,798

)

(3,798

)

Net income available to common shareholders

165,983

169,338

154,742

136,610

147,461

142,893

Profitability and other ratios:

Return on avg. assets (1)

1.16

1.22

1.15

1.05

1.15

Return on avg. equity (1)

9.45

10.00

9.40

8.50

9.16

9.07

Return on avg. common equity (1)

9.76

10.33

9.72

8.80

9.48

9.40

Return on avg. tangible common equity (1)

13.50

14.49

13.75

12.51

13.58

13.61

Common stock dividend payout ratio (14)

11.87

12.20

12.73

15.53

14.72

16.73

Net interest margin (2)

3.27

3.26

3.23

3.21

3.22

Noninterest income to total revenue (3)

24.86

27.15

24.84

21.27

23.47

24.69

Noninterest income to avg. assets (1)

0.94

1.06

0.93

0.76

0.87

0.93

Noninterest exp. to avg. assets (1)

2.12

2.18

2.13

2.04

2.08

Efficiency ratio (4)

55.82

55.64

56.72

59.52

55.10

55.56

Avg. loans to avg. deposits

82.85

82.88

83.57

83.78

83.92

84.99

Securities to total assets

15.87

16.18

16.54

16.07

15.94

16.36

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

December 31, 2025

December 31, 2024

Average

Balances

Interest

Rates/

Yields

Average

Balances

Interest

Rates/

Yields

Interest-earning assets

Loans (1) (2)

38,656,655

583,740

6.11

34,980,900

557,716

6.42

Securities

Taxable

5,786,264

64,953

4.45

4,953,134

58,842

4.73

Tax-exempt (2)

3,428,757

27,483

3.80

3,315,449

24,947

3.58

Interest-bearing due from banks

3,213,013

29,967

3.70

2,819,891

36,135

5.10

Resell agreements

101,919

2,232

8.69

75,583

1,697

8.93

Federal funds sold

—

Other

291,447

3,080

4.19

258,277

5,023

7.74

Total interest-earning assets

51,478,055

711,455

5.62

46,403,234

684,360

5.97

Nonearning assets

Intangible assets

1,872,458

1,870,051

Other nonearning assets

3,355,036

2,893,358

Total assets

56,705,549

51,166,643

Interest-bearing liabilities

Interest-bearing deposits:

Interest checking

15,119,001

111,685

2.93

13,162,542

113,704

3.44

Savings and money market

17,462,107

118,415

2.69

15,654,866

125,760

3.20

Time

4,829,749

44,908

3.69

4,484,173

48,047

4.26

Total interest-bearing deposits

37,410,857

275,008

2.92

33,301,581

287,511

3.43

Securities sold under agreements to repurchase

326,116

1,501

1.83

223,162

1,182

2.11

Federal Home Loan Bank advances

1,777,721

19,645

4.38

2,006,736

23,159

4.59

Subordinated debt and other borrowings

433,619

7,866

7.20

427,503

8,718

8.11

Total interest-bearing liabilities

39,948,313

304,020

3.02

35,958,982

320,570

3.55

Noninterest-bearing deposits

9,246,937

—

8,380,760

—

Total deposits and interest-bearing liabilities

49,195,250

304,020

2.45

44,339,742

320,570

2.88

Other liabilities

543,302

421,034

Shareholders' equity

6,966,997

6,405,867

Total liabilities and shareholders' equity

56,705,549

51,166,643

Net interest income

407,435

363,790

Net interest spread (3)

2.60

2.42

Net interest margin (4)

3.27

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 $17.2 million of taxable equivalent income for the three months ended Dec. 31, 2025 compared to $12.1 million for the three months ended Dec. 31, 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 Dec. 31, 2025 would have been 3.16% compared to a net interest spread of 3.09% for the three months ended Dec. 31, 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)

Year ended

December 31, 2025

December 31, 2024

Average

Balances

Interest

Rates/

Yields

Average

Balances

Interest

Rates/

Yields

Interest-earning assets

Loans (1) (2)

37,347,907

2,288,096

6.23

33,908,775

2,221,063

6.64

Securities

Taxable

5,631,662

260,953

4.63

4,487,037

220,666

4.92

Tax-exempt (2)

3,346,750

107,463

3.84

3,284,099

97,779

3.55

Interest-bearing due from banks

2,852,913

118,459

4.15

2,533,184

132,199

5.22

Resell agreements

80,272

7,936

9.89

285,356

10,669

3.74

Federal funds sold

—

Other

263,872

12,725

4.82

254,731

15,722

6.17

Total interest-earning assets

49,523,376

2,795,632

5.76

44,753,182

2,698,098

6.14

Nonearning assets

Intangible assets

1,869,980

1,871,723

Other nonearning assets

3,187,306

2,821,948

Total assets

54,580,662

49,446,853

Interest-bearing liabilities

Interest-bearing deposits:

Interest checking

14,524,949

457,226

3.15

12,309,946

465,862

3.78

Savings and money market

16,959,977

491,058

2.90

14,928,631

530,100

3.55

Time

4,667,457

178,895

3.83

4,720,595

207,493

4.40

Total interest-bearing deposits

36,152,383

1,127,179

3.12

31,959,172

1,203,455

3.77

Securities sold under agreements to repurchase

275,292

5,172

1.88

219,451

5,392

2.46

Federal Home Loan Bank advances

1,816,610

82,855

4.56

2,113,947

96,602

4.57

Subordinated debt and other borrowings

430,654

32,165

7.47

427,604

27,059

6.33

Total interest-bearing liabilities

38,674,939

1,247,371

3.23

34,720,174

1,332,508

3.84

Noninterest-bearing deposits

8,706,694

—

8,103,652

—

Total deposits and interest-bearing liabilities

47,381,633

1,247,371

2.63

42,823,826

1,332,508

3.11

Other liabilities

496,205

399,183

Shareholders' equity

6,702,824

6,223,844

Total liabilities and shareholders' equity

54,580,662

49,446,853

Net interest income

1,548,261

1,365,590

Net interest spread (3)

2.54

2.30

Net interest margin (4)

3.24

3.16

(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 $58.7 million of taxable equivalent income for the year ended Dec. 31, 2025 compared to $47.7 million for the year ended Dec. 31, 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 year ended Dec. 31, 2025 would have been 3.13% compared to a net interest spread of 3.02% for the year ended Dec. 31, 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)

December

September

June

March

December

September

2025

2024

Asset quality information and ratios:

Nonperforming assets:

Nonaccrual loans

133,361

149,683

157,170

171,570

147,825

119,293

ORE and other nonperforming assets (NPAs)

8,089

5,210

4,835

3,656

1,280

823

Total nonperforming assets

141,450

154,893

162,005

175,226

149,105

120,116

Past due loans over 90 days and still accruing interest

2,870

2,632

4,652

4,337

3,515

3,611

Accruing purchase credit deteriorated loans

8,732

9,564

10,344

12,215

13,877

5,715

Net loan charge-offs

27,011

16,788

18,737

13,992

20,807

18,348

Allowance for credit losses to nonaccrual loans

331.1

290.2

268.6

243.3

280.4

328.2

As a percentage of total loans:

Past due accruing loans over 30 days

0.14

0.17

0.14

0.15

0.16

Potential problem loans

0.11

0.20

0.12

0.15

0.13

0.14

Allowance for credit losses

1.13

1.15

1.14

1.16

1.17

1.14

Nonperforming assets to total loans, ORE and other NPAs

0.36

0.41

0.44

0.48

0.42

0.35

Classified asset ratio (Pinnacle Bank) (6)

3.5

4.2

3.9

4.4

3.8

3.9

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

0.28

0.18

0.20

0.16

0.24

0.21

Interest rates and yields:

Loans

6.11

6.29

6.26

6.24

6.42

6.75

Securities

4.21

4.41

4.44

4.30

4.27

4.58

Total earning assets

5.62

5.83

5.82

5.79

5.97

6.27

Total deposits, including non-interest bearing

2.34

2.57

2.58

2.74

3.08

Securities sold under agreements to repurchase

1.83

1.96

1.92

1.80

2.11

2.58

FHLB advances

4.38

4.61

4.65

4.59

4.66

Subordinated debt and other borrowings

7.20

7.49

7.57

7.63

8.11

5.97

Total deposits and interest-bearing liabilities

2.45

2.68

2.70

2.88

3.19

Capital and other ratios (6):

Pinnacle Financial ratios:

Shareholders' equity to total assets

12.2

12.3

12.1

12.2

12.5

Common equity Tier one

10.9

10.8

10.7

10.8

Tier one risk-based

11.3

11.2

11.3

11.4

Total risk-based

13.0

12.9

13.0

13.1

13.2

Leverage

9.6

9.5

9.6

Tangible common equity to tangible assets

8.9

8.8

8.6

8.5

8.6

8.7

Pinnacle Bank ratios:

Common equity Tier one

11.1

11.5

11.6

11.7

Tier one risk-based

11.1

11.5

11.6

11.7

Total risk-based

12.1

12.5

12.4

12.5

12.6

Leverage

9.4

9.8

9.7

9.8

Construction and land development loans

as a percentage of total capital (17)

57.7

59.6

61.8

65.6

70.5

68.2

Non-owner occupied commercial real estate and

multi-family as a percentage of total capital (17)

221.1

218.1

228.6

236.4

242.2

243.3

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)

December

September

June

March

December

September

2025

2024

Per share data:

Earnings per common share – basic

2.16

2.20

2.01

1.78

1.93

1.87

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

2.26

2.28

2.01

1.90

1.92

1.87

Earnings per common share – diluted

2.13

2.19

2.00

1.77

1.91

1.86

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

2.24

2.27

2.00

1.90

1.86

Common dividends per share

0.24

0.22

Book value per common share at quarter end (7)

87.90

85.60

82.79

81.57

80.46

79.33

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

63.71

61.53

58.70

57.47

56.24

55.12

Revenue per diluted common share

6.97

7.05

6.53

6.01

6.14

6.08

Revenue per diluted common share, excluding non-GAAP adjustments

7.03

7.05

6.53

6.18

6.14

6.08

Investor information:

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

95.41

93.79

110.41

106.04

114.39

97.97

High closing sales price of common stock during quarter

101.53

119.63

111.51

126.15

129.87

100.56

Low closing sales price of common stock during quarter

84.38

86.13

87.19

99.42

92.95

76.97

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

25.02

25.14

23.91

24.10

24.23

24.39

High closing sales price of depositary shares during quarter

25.28

25.48

24.56

25.25

25.02

24.50

Low closing sales price of depositary shares during quarter

24.65

24.08

23.76

24.10

24.23

23.25

Other information:

Residential mortgage loan sales:

Gross loans sold

128,057

168,935

192,859

145,645

185,707

209,144

Gross fees (8)

2,820

4,424

4,068

3,761

4,360

4,974

Gross fees as a percentage of loans originated

2.20

2.62

2.11

2.58

2.35

2.38

Net gain on residential mortgage loans sold

1,347

1,828

1,965

2,507

2,344

2,643

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

(4,099

)

—

(12,512

)

249

—

Brokerage account assets, at quarter end (9)

16,028,270

15,653,343

14,665,349

13,324,592

13,086,359

12,791,337

Trust account managed assets, at quarter end

8,475,121

8,233,933

7,664,867

7,293,630

7,061,868

6,830,323

Core deposits (10)

41,927,530

40,813,687

39,761,037

40,012,999

38,046,904

35,764,640

Core deposits to total funding (10)

84.0

84.6

83.8

85.0

83.9

81.8

Risk-weighted assets

46,526,782

45,571,307

44,413,507

43,210,918

41,976,450

40,530,585

Number of offices

141

138

137

136

137

136

Total core deposits per office

297,358

295,751

290,227

294,213

277,715

262,975

Total assets per full-time equivalent employee

15,558

15,301

15,109

15,092

14,750

14,418

Annualized revenues per full-time equivalent employee

580.0

591.0

558.5

522.2

530.4

528.0

Annualized expenses per full-time equivalent employee

323.7

328.8

316.8

310.8

292.2

293.4

Number of employees (full-time equivalent)

3,709.0

3,657.5

3,627.0

3,595.0

3,565.5

3,516.5

Associate retention rate (11)

93.2

93.0

93.4

94.3

94.5

94.6

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

Year ended

(dollars in thousands, except per share data)

December

September

December

2025

2024

2025

2024

Net interest income

407,435

396,865

363,790

1,548,261

1,365,590

Noninterest income

134,769

147,938

111,545

506,590

371,178

Total revenues

542,204

544,803

475,335

2,054,851

1,736,768

Less: Investment (gains) losses on sales of securities, net

4,099

—

(249

)

16,611

71,854

Recognition of mortgage servicing asset

—

(11,812

)

Total revenues excluding the impact of adjustments noted above

546,303

544,803

475,086

2,071,462

1,796,810

Noninterest expense

302,656

303,139

261,897

1,167,728

1,034,970

Less: ORE expense

346

146

687

220

FDIC special assessment

(7,500

)

—

(7,500

)

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

13,939

7,727

—

21,666

—

Noninterest expense excluding the impact of adjustments noted above

295,871

295,266

261,839

1,152,875

999,100

Pre-tax income

205,447

209,725

183,786

779,878

581,209

Provision for credit losses

34,101

31,939

29,652

107,245

120,589

Pre-tax pre-provision net revenue

239,548

241,664

213,438

887,123

701,798

Less: Adjustments noted above

10,884

7,873

(191

)

31,464

95,912

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

250,432

249,537

213,247

918,587

797,710

Noninterest income

134,769

147,938

111,545

506,590

371,178

Less: Adjustments noted above

4,099

—

(249

)

16,611

60,042

Noninterest income excluding the impact of adjustments noted above

138,868

147,938

111,296

523,201

431,220

Efficiency ratio (4)

55.82

55.64

55.10

56.83

59.59

Less: Adjustments noted above

(1.66

(1.44

0.01

(1.17

(3.99

Efficiency ratio excluding adjustments noted above (4)

54.16

54.20

55.11

55.66

55.60

Total average assets

56,705,549

55,213,879

51,166,643

54,580,662

49,446,853

Noninterest income to average assets (1)

0.94

1.06

0.87

0.93

0.75

Less: Adjustments noted above

0.03

—

0.03

0.12

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

0.97

1.06

0.87

0.96

0.87

Noninterest expense to average assets (1)

2.12

2.18

2.04

2.14

2.09

Less: Adjustments as noted above

(0.05

(0.06

—

(0.03

(0.07

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

2.07

2.12

2.04

2.11

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)

December

September

June

March

December

September

2025

2024

Net income available to common shareholders

165,983

169,338

154,742

136,610

147,461

142,893

Investment (gains) losses on sales of securities, net

4,099

—

12,512

(249

)

—

ORE expense

346

146

137

FDIC special assessment

(7,500

)

—

Recognition of mortgage servicing asset

—

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

—

Merger-related expenses

13,939

7,727

—

Tax effect on above noted adjustments (16)

(2,721

)

(1,968

)

(34

)

(3,143

)

(14

)

Net income available to common shareholders excluding adjustments noted above

174,146

175,243

154,844

146,037

147,318

142,935

Basic earnings per common share

2.16

2.20

2.01

1.78

1.93

1.87

Less:

Investment (gains) losses on sales of securities, net

0.05

—

0.16

(0.01

)

—

ORE expense

—

FDIC special assessment

(0.10

)

—

Recognition of mortgage servicing asset

—

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

—

Merger-related expenses

0.18

0.10

—

Tax effect on above noted adjustments (16)

(0.03

)

(0.02

)

—

(0.04

)

—

Basic earnings per common share excluding adjustments noted above

2.26

2.28

2.01

1.90

1.92

1.87

Diluted earnings per common share

2.13

2.19

2.00

1.77

1.91

1.86

Less:

Investment (gains) losses on sales of securities, net

0.05

—

0.16

(0.01

)

—

ORE expense

—

FDIC special assessment

(0.10

)

—

Recognition of mortgage servicing asset

—

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

—

Merger-related expenses

0.18

0.10

—

Tax effect on above noted adjustments (16)

(0.02

)

(0.02

)

—

(0.04

)

—

Diluted earnings per common share excluding the adjustments noted above

2.24

2.27

2.00

1.90

1.86

Revenue per diluted common share

6.97

7.05

6.53

6.01

6.14

6.08

Adjustments due to revenue-impacting items as noted above

0.05

—

0.16

—

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

7.03

7.05

6.53

6.18

6.14

6.08

Book value per common share at quarter end (7)

87.90

85.60

82.79

81.57

80.46

79.33

Adjustment due to goodwill, core deposit and other intangible assets

(24.19

)

(24.07

)

(24.09

)

(24.10

)

(24.22

)

(24.21

)

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

63.71

61.53

58.70

57.47

56.24

55.12

Equity method investment (15)

Fee income from BHG, net of amortization

31,297

40,614

26,027

20,405

12,070

16,379

Funding cost to support investment

4,056

5,079

5,205

5,515

4,869

5,762

Pre-tax impact of BHG

27,241

35,535

20,822

14,890

7,201

10,617

Income tax expense at statutory rates (16)

6,810

8,884

5,206

3,723

1,800

2,654

Earnings attributable to BHG

20,431

26,651

15,617

11,168

5,401

7,963

Basic earnings per common share attributable to BHG

0.27

0.35

0.20

0.15

0.07

0.10

Diluted earnings per common share attributable to BHG

0.26

0.34

0.20

0.15

0.07

0.10

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

Year ended

(dollars in thousands, except per share data)

December 31,

2025

2024

Net income available to common shareholders

626,673

459,864

Investment losses on sales of securities, net

16,611

71,854

ORE expense

687

220

FDIC special assessment

(7,500

)

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

21,666

—

Tax effect on adjustments noted above (16)

(7,866

)

(23,978

)

Net income available to common shareholders excluding adjustments noted above

650,271

531,798

Basic earnings per common share

8.15

6.01

Less:

Investment losses on sales of securities, net

0.22

0.94

ORE expense

0.01

—

FDIC special assessment

(0.10

)

0.10

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

0.28

—

Tax effect on above noted adjustments (16)

(0.10

)

(0.31

)

Basic earnings per common share excluding adjustments noted above

8.46

6.96

Diluted earnings per common share

8.07

5.96

Less:

Investment losses on sales of securities, net

0.21

0.93

ORE expense

0.01

—

FDIC special assessment

(0.10

)

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

0.28

—

Tax effect on above noted adjustments (16)

(0.10

)

(0.31

)

Diluted earnings per common share excluding the adjustments noted above

8.37

6.89

Revenue per diluted common share

26.45

22.52

Adjustments due to revenue-impacting items as noted above

0.21

0.78

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

26.66

23.30

Equity method investment (15)

Fee income from BHG, net of amortization

118,343

63,172

Funding cost to support investment

16,126

19,777

Pre-tax impact of BHG

102,217

43,395

Income tax expense at statutory rates (16)

25,554

10,849

Earnings attributable to BHG

76,663

32,546

Basic earnings per common share attributable to BHG

1.00

0.43

Diluted earnings per common share attributable to BHG

0.99

0.42

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

Year ended

(dollars in thousands, except per share data)

December

September

December

2025

2024

2025

2024

Return on average assets (1)

1.16

1.22

1.15

0.93

Adjustments as noted above

0.06

0.04

—

0.04

0.15

Return on average assets excluding adjustments noted above (1)

1.22

1.26

1.15

1.19

1.08

Tangible assets:

Total assets

57,706,053

55,963,549

52,589,449

57,706,053

52,589,449

Less: Goodwill

(1,848,904

)

(1,848,904

)

(1,849,260

)

(1,848,904

)

(1,849,260

)

Core deposit and other intangible assets

(29,715

)

(18,108

)

(21,423

)

(29,715

)

(21,423

)

Net tangible assets

55,827,434

54,096,537

50,718,766

55,827,434

50,718,766

Tangible common equity:

Total shareholders' equity

7,043,715

6,856,192

6,431,881

7,043,715

6,431,881

Less: Preferred shareholders' equity

(217,126

)

(217,126

)

(217,126

)

(217,126

)

(217,126

)

Total common shareholders' equity

6,826,589

6,639,066

6,214,755

6,826,589

6,214,755

Less: Goodwill

(1,848,904

)

(1,848,904

)

(1,849,260

)

(1,848,904

)

(1,849,260

)

Core deposit and other intangible assets

(29,715

)

(18,108

)

(21,423

)

(29,715

)

(21,423

)

Net tangible common equity

4,947,970

4,772,054

4,344,072

4,947,970

4,344,072

Ratio of tangible common equity to tangible assets

8.86

8.82

8.57

8.86

8.57

Average tangible assets:

Average assets

56,705,549

55,213,879

51,166,643

54,580,662

49,446,853

Less: Average goodwill

(1,848,904

)

(1,848,904

)

(1,846,998

)

(1,849,079

)

(1,846,979

)

Average core deposit and other intangible assets

(23,554

)

(18,985

)

(23,054

)

(20,901

)

(24,744

)

Net average tangible assets

54,833,091

53,345,990

49,296,591

52,710,682

47,575,130

Return on average assets (1)

1.16

1.22

1.15

0.93

Adjustment due to goodwill, core deposit and other intangible assets

0.04

Return on average tangible assets (1)

1.20

1.26

1.19

0.97

Adjustments as noted above

0.06

0.04

—

0.04

0.15

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

1.26

1.30

1.19

1.23

1.12

Average tangible common equity:

Average shareholders' equity

6,966,997

6,721,569

6,405,867

6,702,824

6,223,844

Less: Average preferred equity

(217,126

)

(217,126

)

(217,126

)

(217,126

)

(217,126

)

Average common equity

6,749,871

6,504,443

6,188,741

6,485,698

6,006,718

Less: Average goodwill

(1,848,904

)

(1,848,904

)

(1,846,998

)

(1,849,079

)

(1,846,979

)

Average core deposit and other intangible assets

(23,554

)

(18,985

)

(23,054

)

(20,901

)

(24,744

)

Net average tangible common equity

4,877,413

4,636,554

4,318,689

4,615,718

4,134,995

Return on average equity (1)

9.45

10.00

9.16

9.35

7.39

Adjustment due to average preferred shareholders' equity

0.30

0.33

0.32

0.31

0.27

Return on average common equity (1)

9.76

10.33

9.48

9.66

7.66

Adjustment due to goodwill, core deposit and other intangible assets

3.75

4.16

4.10

3.91

3.46

Return on average tangible common equity (1)

13.50

14.49

13.58

11.12

Adjustments as noted above

0.66

0.51

0.01

0.51

1.74

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

14.17

15.00

13.57

14.09

12.86

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. Team member retention rate is computed by dividing the number of team members employed at quarter end less the number of team members that have resigned in the last 12 months by the number of team members 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