Core Insights - Pinnacle Financial Partners and Synovus Financial Corp. will participate in a joint fireside chat at the Goldman Sachs 2025 U.S. Financial Services Conference to discuss their pending merger [1] - Pinnacle Financial Partners is the No. 1 bank in the Nashville-Murfreesboro-Franklin MSA and has grown market share in 22 out of 27 MSAs measured [2] - Pinnacle Financial Partners has approximately $56.0 billion in assets as of September 30, 2025, and is the second-largest bank holding company headquartered in Tennessee [3] Company Overview - Pinnacle Financial Partners provides a comprehensive range of banking, investment, trust, mortgage, and insurance products and services [2] - The firm has been recognized as one of America's Best Banks to Work For for 12 consecutive years and ranked No. 9 on FORTUNE magazine's 2025 list of 100 Best Companies to Work For [2] - Pinnacle Financial Partners has been named in the top five nationwide in FORTUNE magazine's 2025 list of the Best Workplaces for Women, ranking No. 4, up from No. 8 in 2024 [6] Financial Performance - Pinnacle Financial Partners announced a cash dividend of $0.24 per share to be paid on November 28, 2025, to common shareholders of record as of November 7, 2025 [7] - The board also approved a quarterly dividend of approximately $3.8 million, or $16.88 per share, on its 6.75 percent Series B Non-Cumulative Preferred Stock [7] Shareholder Approval - Shareholders of Pinnacle Financial Partners and Synovus Financial Corp. voted in favor of the proposed merger, with approximately 91.5 percent of votes cast in favor at the Synovus special meeting [5]

Core Viewpoint - The article discusses two volatile stocks that may offer significant gains and one stock that is recommended for sale, highlighting the importance of careful investment choices in a fluctuating market. Group 1: Stock to Sell - Winnebago (WGO) is identified as a stock to sell, trading at $36.02 per share with a forward P/E of 15.3x [2][4] - The company has a rolling one-year beta of 1.12, indicating moderate volatility [2] Group 2: Stocks to Watch UMB Financial (UMBF) - UMB Financial is a financial holding company with a rolling one-year beta of 1.19, providing various banking and asset management services [5] - The stock trades at $109.20 per share with a forward P/B of 1.1x [7] Pinnacle Financial Partners (PNFP) - Pinnacle Financial Partners has a rolling one-year beta of 1.47 and focuses on delivering big-bank capabilities with community bank personalization [8] - The company has shown impressive annual net interest income growth of 20.1% over the last five years, indicating market share gains [9] - Earnings per share grew by 16.3% annually over the last two years, significantly outperforming peers [9] - The balance sheet strength has improved, with a tangible book value per share growth of 11.6% annually over the last five years [11]

Group 1 - The meeting is an Extraordinary General Meeting of Atlantic Lithium Limited, confirming a quorum is present and the meeting is properly constituted [1] - The meeting is being held virtually, allowing shareholders to attend online via the Computershare platform, where they can listen to the webcast, watch presentations, ask questions, and submit votes [2] - Key directors in attendance include the CEO Keith Muller and Finance Director Amanda Harsas, while some directors have sent their apologies for not attending [3] Group 2 - Online attendees can submit questions at any time using the Q&A icon, with questions addressed at relevant times during the meeting [4] - If multiple similar questions are received, they will be grouped together for efficiency, with a moderator facilitating the process [5] - Voting will be conducted by a poll on all items of business, with a polling icon appearing on attendees' devices when voting opens [6]

Core Viewpoint - Pinnacle Financial Partners and Synovus Financial announced an all-stock transaction to combine, creating a regional bank with a focus on high-growth markets in the Southeast, with combined assets of $116 billion [1]. Group 1: Company Overview - Pinnacle Financial Partners was founded in 2000, with Terry Turner serving as President and CEO since its inception [2]. - Synovus Financial's leadership includes Kevin Blair, who became CEO and President in 2021 and Chairman in 2023, having held various roles since joining in 2016 [2]. Group 2: Financial Projections - The combined entity is expected to achieve top quartile revenue and net income growth, along with the best efficiency ratio among its peers by 2027 [1].

Nov 6, 2025 10:30 AM Eastern Standard Time Pinnacle and Synovus Shareholders Vote in Favor of Combining Firms Share NASHVILLE, Tenn. & COLUMBUS, Ga.--(BUSINESS WIRE)--At separate meetings held today, shareholders ofPinnacle Financial Partners (Nasdaq/NGS: PNFP) and Synovus Financial Corp. (NYSE: SNV) approved the proposed merger of the two firms. At the Synovus special meeting, preliminary results showed approximately 91.5 percent of the votes cast were in favor of the combination, representing approximatel ...

Financial Performance - Diluted net income per common share for Q3 2025 was $2.19, up from $1.86 in Q3 2024, representing a 17.7% increase[149] - Net income available to common shareholders for Q3 2025 was $169.3 million, an 18.5% increase from $142.9 million in Q3 2024[173] - Basic net income per common share rose to $2.20 in Q3 2025, a 17.6% increase from $1.87 in Q3 2024[173] - Net interest income for Q3 2025 was $396.9 million, a 12.9% increase from $351.5 million in Q3 2024[157] - Net interest income for the nine months ended September 30, 2025, reached $1.1 billion, up 13.9% from $1.0 billion in the same period of 2024[174] - Noninterest income for Q3 2025 was $147.9 million, a 28.4% increase from $115.2 million in Q3 2024[173] - Noninterest income increased by $32.7 million, or 28.4%, in Q3 2025 compared to Q3 2024, largely due to a significant rise in income from equity method investments[159] Loans and Deposits - Total loans increased to $37.9 billion as of September 30, 2025, compared to $35.5 billion at December 31, 2024, reflecting a growth of 6.8%[149] - Total deposits rose to $45.7 billion at September 30, 2025, up from $42.8 billion at December 31, 2024, indicating a 6.8% increase[149] - Loans increased by $2.4 billion, or 6.9%, during the nine months ended September 30, 2025 compared to December 31, 2024[165] - Total deposits grew by 6.7% to $45.7 billion as of September 30, 2025, up from $42.8 billion as of September 30, 2024[173] - Noninterest-bearing deposits increased by $782.5 million, or 9.6%, to $9.0 billion at September 30, 2025[165] - Total loans outstanding increased to $37.9 billion as of September 30, 2025, up from $35.5 billion at December 31, 2024[217] - Total deposits rose by $2.9 billion to $45.7 billion between December 31, 2024, and September 30, 2025[217] Credit Losses and Allowance - Provision for credit losses was $31.9 million for Q3 2025, compared to $26.3 million in Q3 2024, reflecting a 21.3% increase[158] - The allowance for credit losses was $434.5 million at September 30, 2025, with a ratio of 1.15% to total loans, down from 1.17% at December 31, 2024[166] - Provision for credit losses increased by 21.5% to $31.9 million in Q3 2025 compared to $26.3 million in Q3 2024[173] - Provision for credit losses was $73.1 million for the nine months ended September 30, 2025, down from $90.9 million in the same period of 2024, reflecting a decrease of 19.5%[187] - The allowance for credit losses (ACL) was approximately $434,500 thousand as of September 30, 2025, representing 1.15% of total loans[227] Merger and Corporate Actions - The company entered into a merger agreement with Synovus, with Pinnacle Financial and Synovus merging into a newly formed entity, Newco[150] - The merger agreement includes a termination fee of $425 million payable under certain circumstances[156] - On July 24, 2025, the company entered into a Merger Agreement with Synovus, with Newco surviving the merger[169] - Merger-related expenses amounted to $7.7 million for the three months ended September 30, 2025, associated with the proposed merger with Synovus[213] Expenses and Efficiency - Noninterest expense increased by $43.8 million, or 16.9%, for the three months ended September 30, 2025 compared to the same period in 2024[161] - The efficiency ratio was 55.6% for the three months ended September 30, 2025, unchanged from the same period in 2024[162] - The efficiency ratio improved to 55.6% for the three months and 57.2% for the nine months ended September 30, 2025, compared to 55.6% and 61.3% for the same periods in 2024[215] Shareholder and Capital Information - Shareholders' equity increased to $6.9 billion as of September 30, 2025, up from $6.4 billion at December 31, 2024[237] - The company has approximately $246.3 million in cash available to support capital needs as of September 30, 2025[239] - The board authorized a share repurchase program for up to $125.0 million, effective through March 31, 2026[240] - The company’s capital ratios exceeded regulatory minimum requirements, indicating a well-capitalized status[237] Asset Management and Investments - The investment securities portfolio increased to $9.1 billion at September 30, 2025, up from $8.4 billion at December 31, 2024, with a tax equivalent yield of 4.41%[229] - The effective duration of the investment portfolio was 2.30% as of September 30, 2025, compared to 2.11% at December 31, 2024[229] - Securities purchased with an agreement to resell amounted to $83.1 million at September 30, 2025, compared to $66.4 million at December 31, 2024[231] Risk Management and Compliance - The bank aims to maintain a non-owner occupied commercial real estate, multifamily, and construction and land development loans to total risk-based capital ratio of less than 225%[219] - The bank's CECL models utilize macroeconomic factors such as the national unemployment rate and GDP to estimate future credit losses, indicating a data-driven approach to risk assessment[225] - The liquidity coverage ratio was compliant as of September 30, 2025, ensuring sufficient cash flows to meet obligations[260] - The company had an estimated $3.4 billion in additional borrowing capacity with the Federal Home Loan Bank (FHLB) as of September 30, 2025[263] Operational Highlights - Service charges on deposit accounts increased by $2.1 million, or 12.8%, in Q3 2025 compared to Q3 2024[160] - Income from wealth management services increased by 29.5% for the three months ended September 30, 2025, compared to the same period in 2024, driven by hiring more revenue producers[191] - Interchange revenues increased by 3.6% during the nine months ended September 30, 2025, primarily due to the volume of commercial credit card usage[203]

Core Insights - Pinnacle Financial Partners has been recognized as one of the top five Best Workplaces for Women by FORTUNE magazine, ranking No. 4 in 2025, an improvement from No. 8 in 2024 [1] Company Recognition - This marks the eighth time Pinnacle Financial Partners has been included in this prestigious list, having previously earned this distinction in 2023, 2022, 2021, 2020, 2018, and 2017 [1] - The firm was founded 25 years ago with a vision to be the best financial services firm and the best place to work [1]

Core Points - Pinnacle Financial Partners, Inc. announced a cash dividend of $0.24 per share to be paid on November 28, 2025 [1] - The dividend will be distributed to common shareholders of record as of the close of business on November 7, 2025 [1] - The board also approved a quarterly dividend of approximately $3.8 million, equating to $16.88 per share or $0.422 per depositary share on the 6.75 percent Series B Non-Cumulative Preferred Stock [1]

Financial Data and Key Metrics Changes - The company reported a third quarter linked quarter annualized growth rate of 14.5% for non-interest-bearing deposits, 10.6% for core deposits, 8.9% for loans, 31.5% for revenue, and 54% for adjusted EPS [9] - The net interest margin (NIM) increased by three basis points to 3.26% in the third quarter, with expectations for further increases in the fourth quarter due to anticipated rate cuts [21][22] - The estimated growth range for net interest income has been increased to approximately 13%-14% over 2024 results [22] Business Line Data and Key Metrics Changes - End-of-period loans increased by 8.9% linked quarter annualized, with an adjusted outlook for loan growth set at 9%-10% for the year [19] - Non-interest income guidance has been increased from 12%-15% growth to 20%-22% growth for the year, driven by strong performance in banking fees and wealth management [26] Market Data and Key Metrics Changes - The company has gained market share in key markets, with significant share losses noted among competitors in Nashville, Chattanooga, Knoxville, and Memphis [10][11] - The merger with Synovus is expected to enhance market share and competitive positioning, with combined net promoter scores indicating a strong service model [12][14] Company Strategy and Development Direction - The company aims to continue its strategy of recruiting and retaining market-leading revenue producers to drive sustainable balance sheet growth [8] - The merger with Synovus is positioned as a unique opportunity to create a differentiated service model, enhancing growth potential in the Southeast [12][14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to maintain hiring momentum and achieve growth targets despite market uncertainties [15][28] - The outlook for 2025 is optimistic, with expectations for strong performance driven by ongoing recruitment and market share gains [28] Other Important Information - The company has maintained a 93% associate retention rate, indicating strong employee engagement and stability during the merger process [66] - The company is focused on managing credit quality, with net charge-offs decreasing and a cautious outlook for potential problem credits [24][82] Q&A Session Summary Question: Are there enough revenue producers in the market to meet hiring goals? - Management indicated that while there may not be 300 revenue producers available immediately, the hiring strategy has historically proven successful and will continue to be effective [34] Question: How will the merger impact BHG's growth and balance sheet? - Management expects BHG's growth to remain strong, with the potential for the pro forma balance sheet to hold more BHG loans in the future [37][39] Question: What are the expectations for fee income growth post-merger? - Management believes that the merger will create significant revenue synergies, enhancing fee income opportunities across both organizations [44][46] Question: What risks are being monitored during the merger process? - Management reported no significant risks identified, emphasizing a positive outlook and strong operational focus [64] Question: How will the hiring strategy change post-merger? - Management expressed confidence that the existing hiring strategy will remain effective, leveraging a unique recruitment model that differs from competitors [49][51]

Financial Data and Key Metrics Changes - The company reported a third quarter linked quarter annualized growth rate of 14.5% for non-interest-bearing deposits, 10.6% for core deposits, 8.9% for loans, 31.5% for revenue, and 54% for adjusted EPS [9] - The net interest margin (NIM) increased by three basis points to 3.26% in the third quarter, with expectations for further increases in the fourth quarter due to anticipated rate cuts [21][22] - The estimated growth range for net interest income has been increased to approximately 13% to 14% over 2024 results [22] Business Line Data and Key Metrics Changes - End-of-period loans increased by 8.9% linked quarter annualized, with an adjusted outlook for loan growth set at 9% to 10% for the year [19] - Non-interest income guidance has been increased from 12% to 15% growth to now 20% to 22% growth for the year, driven by strong performance in banking fees and wealth management [26] Market Data and Key Metrics Changes - The company has successfully increased market share in key markets, with notable gains in Nashville, Chattanooga, Knoxville, and Memphis, where competitors have lost significant market share [10][11] - The company is targeting additional market share in southeastern markets, with significant share losses noted among competitors in cities like Greensboro and Atlanta [11] Company Strategy and Development Direction - The company aims to build a "Southeast Growth Champion" through strategic hiring and market share acquisition, leveraging the merger with Synovus Financial Corp. to enhance growth potential [29][30] - The focus remains on recruiting and retaining market-leading revenue producers to sustain balance sheet growth and shareholder returns [8][9] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to maintain momentum post-merger, with hiring rates and financial performance remaining strong [15][28] - The outlook for 2025 is optimistic, with expectations for continued growth in revenue and earnings, despite potential economic uncertainties [28] Other Important Information - The company reported a decrease in net charge-offs to 18 basis points in the third quarter, with an unchanged outlook for net charge-offs for the full year [24] - BHG's exceptional performance contributed over $40 million in fee revenues, with expectations for continued strong growth in 2025 [25] Q&A Session Summary Question: Are there 300 RMs that fit the Pinnacle model in the market? - Management indicated that while there may not be 300 RMs available immediately, the hiring strategy has historically proven successful in attracting talent over time [34] Question: How does the pro forma balance sheet affect BHG's use case? - Management stated that BHG's growth is expected to remain consistent, with no significant changes anticipated in the approach post-merger [38] Question: Will the hiring strategy change post-deal close? - Management expressed confidence that the existing hiring strategy will continue to be effective, emphasizing a unique recruitment model that differs from competitors [49] Question: What are the risks associated with the merger? - Management noted that there are no significant risks identified at this time, with a focus on hard work to integrate the companies and maintain high associate retention rates [64] Question: What is the outlook for credit quality? - Management indicated that credit quality remains strong, with a focus on monitoring specific credits, particularly in healthcare [82]