Core Insights - Pinnacle Financial Partners and Synovus Financial are set to discuss their pending merger during a joint fireside chat at the BancAnalysts Association of Boston Conference on November 6, 2025 [1] Company Information - The CEOs of Pinnacle Financial Partners and Synovus Financial, Terry Turner and Kevin Blair respectively, will participate in the discussion [1] - A webcast of the event will be available on Pinnacle's investor relations website for those unable to attend [1]

Core Insights - Pinnacle Financial Partners is the largest bank in the Nashville MSA by deposits for the eighth consecutive year, holding $21.34 billion in local deposits, which is 21.72% of the total market and over 64% more than its closest competitor [1][2][18] - The firm also ranks No. 2 in Tennessee with a 12.94% market share, having grown its share in the past 12 months, indicating strong local trust and preference [2][3] - Pinnacle's growth is attributed to its ability to attract and retain top banking talent, with significant investments in personnel leading to deposit growth nine times the industry average during the current rate cycle [4][19] Market Performance - Pinnacle grew deposits in 23 out of 27 MSAs measured by the FDIC, with eight markets experiencing double-digit growth and three markets triple-digit growth [3][4] - The firm added more deposit dollars than any other bank in the Nashville market over the past year, showcasing its competitive edge [1][2] - In Tennessee, Pinnacle was the biggest deposit grower, demonstrating its effectiveness in expanding market share [2][3] Strategic Initiatives - The recent merger agreement with Synovus is expected to enhance Pinnacle's growth trajectory, combining similar cultures and operational excellence [4][25] - Pinnacle hired 161 revenue-producing associates in 2024 and an additional 71 in the first half of 2025, which is a key driver of its growth model [4][19] - The firm has been recognized as one of America's Best Banks to Work For, reinforcing its reputation as an employer of choice in the financial services sector [18][24]

Core Viewpoint - Pinnacle Financial Partners, Inc. will release its third quarter 2025 financial results on October 15, 2025, after market close [1] - A live webcast to discuss the financial results and business outlook will be held on October 16, 2025, at 8:30 a.m. CDT [1] Financial Results Announcement - The third quarter 2025 earnings release will be available on the investor relations page of Pinnacle's website [1]

Core Insights - Pinnacle has announced a merger with Synovus, creating a mixed company with a shared management team and a growth path ahead [1][2] - The focus of the discussion is on execution rather than the details of the deal, emphasizing the importance of compatibility between the two companies [2][3] Company Compatibility - The merger discussions between Pinnacle and Synovus lasted 4 to 5 months, highlighting the need to address various social issues before finalizing the deal [2] - Both companies were found to be compatible upon deeper analysis, indicating a strong foundation for the merger [3]

Core Insights - The merger between Pinnacle and Synovus represents a significant opportunity for mid-cap banks, indicating a strategic move towards growth and enhanced market presence [1][2]. Company Compatibility - The leadership of both companies, including CEO Kevin Blair and his counterpart Terry, emphasized the importance of compatibility between the two organizations, which was assessed over a period of 4 to 5 months [2][3]. - The discussions focused on addressing various social issues that could arise from the merger, highlighting the complexity of the integration process [2]. Execution Focus - The current discussions are centered around the execution of the merger rather than the details of the deal itself, suggesting that the companies are now in a phase of implementation and operational alignment [2].

Pinnacle Financial Partners and Synovus Financial Corp. Conference Call Summary Company and Industry Overview - **Companies Involved**: Pinnacle Financial Partners (NasdaqGS:PNFP) and Synovus Financial Corp. - **Industry**: Mid-cap banking sector Key Points and Arguments 1. **Merger Announcement**: Pinnacle announced a merger of equals (MOE) with Synovus, aiming for a mixed management team and a growth path moving forward [1][2] 2. **Cultural Compatibility**: Both companies share similar foundational principles such as associate engagement and client loyalty, which drive profitable growth [3][4] 3. **Leadership Structure**: A leadership chart was agreed upon prior to the announcement, ensuring clarity in management roles [4][5] 4. **Execution Focus**: The emphasis is on execution rather than just financial metrics, with a commitment to integrating cultures and operational models [4][6] 5. **Conversion Timeline**: The merger is expected to close in the first quarter, with a 12 to 14-month conversion period planned to ensure a smooth transition [6][7] 6. **Client Feedback**: Client reactions have been largely neutral, with minimal concerns expressed regarding the merger [13][15] 7. **Hiring Momentum**: There has been no negative impact on hiring or business development pipelines post-announcement, with a strong expectation to meet hiring targets [9][10] 8. **Revenue Growth Guidance**: Synovus has reaffirmed its revenue growth guidance of 5% to 7% and expense growth of 2% to 4% [11][12] 9. **Market Opportunities**: Both companies see significant opportunities for growth in their existing markets, with plans to increase the number of revenue producers [20][24] 10. **Cultural Integration**: The cultures of both companies are seen as more aligned than different, focusing on client service and community engagement [32][54] 11. **Incentive Plans**: The merger will involve adopting Pinnacle's unique incentive plan, which ties compensation to company performance, aiming to retain talent [34][62] 12. **Regulatory Considerations**: The companies are preparing for potential regulatory changes that could impact operational costs and revenue deployment strategies [64][66] Additional Important Insights 1. **Hiring Model**: Pinnacle's hiring model is based on referrals and networks rather than traditional recruiting methods, which has proven effective in past years [21][22] 2. **Market Share**: There is a significant opportunity for Synovus to increase its number of revenue producers to match Pinnacle's levels, indicating potential for growth [24][25] 3. **Operational Efficiency**: The merger is expected to create a more efficient bank with higher profitability and service quality [4][6] 4. **Long-term Strategy**: The focus is on maintaining momentum through 2026 and beyond, with a clear strategy for growth and integration [12][28] 5. **Client-Centric Approach**: The companies are committed to a "white glove" approach during the conversion process to minimize disruption for clients [7][8] This summary encapsulates the key discussions and insights from the conference call regarding the merger between Pinnacle Financial Partners and Synovus Financial Corp., highlighting their strategic focus on execution, cultural integration, and growth opportunities in the mid-cap banking sector.

Core Viewpoint - Pinnacle Financial (PNFP) has received an upgrade to a Zacks Rank 2 (Buy), indicating a positive trend in earnings estimates which is a significant factor influencing stock prices [1][3]. Earnings Estimates and Stock Price Impact - The Zacks rating system emphasizes the importance of earnings estimate revisions, which are strongly correlated with near-term stock price movements [4][6]. - Institutional investors often adjust their valuations based on changes in earnings estimates, leading to significant stock price movements as they buy or sell shares [4]. Business Outlook - The upgrade reflects an improvement in Pinnacle Financial's underlying business, suggesting that investors may respond positively by driving the stock price higher [5]. - For the fiscal year ending December 2025, Pinnacle Financial is expected to earn $7.94 per share, with a 3.2% increase in the Zacks Consensus Estimate over the past three months [8]. Zacks Rank System - The Zacks Rank system classifies stocks into five groups based on earnings estimates, with only the top 20% receiving a "Strong Buy" or "Buy" rating, indicating superior earnings estimate revisions [9][10]. - Pinnacle Financial's upgrade to Zacks Rank 2 places it in the top 20% of Zacks-covered stocks, suggesting potential for market-beating returns in the near term [10].

PART I – Financial Information This part provides the unaudited consolidated financial statements and detailed notes for Pinnacle Financial Partners, Inc. and its subsidiaries [Item 1. Consolidated Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the unaudited consolidated financial statements of Pinnacle Financial Partners, Inc. and its subsidiaries, along with detailed accounting notes [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) [Consolidated Statements of Income](index=6&type=section&id=Consolidated%20Statements%20of%20Income) [Consolidated Statements of Comprehensive Income](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) [Consolidated Statements of Shareholders' Equity](index=8&type=section&id=Consolidated%20Statements%20of%20Shareholders'%20Equity) [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) | Metric | June 30, **2025** (in thousands) | December 31, **2024** (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | **Assets** | | | | Total assets | **$54,801,451** | **$52,589,449** | | Loans, net | **$36,683,039** | **$35,071,282** | | Cash and cash equivalents | **$2,990,004** | **$3,435,925** | | **Liabilities** | | | | Total deposits | **$44,999,244** | **$42,842,992** | | Total liabilities | **$48,164,214** | **$46,157,568** | | **Shareholders' Equity** | | | | Total shareholders' equity | **$6,637,237** | **$6,431,881** | | Metric | Three months ended June 30, **2025** (in thousands) | Three months ended June 30, **2024** (in thousands) | Six months ended June 30, **2025** (in thousands) | Six months ended June 30, **2024** (in thousands) | | :----------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Total interest income | **$694,770** | **$668,390** | **$1,362,930** | **$1,318,873** | | Total interest expense | **$315,237** | **$336,128** | **$618,969** | **$668,577** | | Net interest income | **$379,533** | **$332,262** | **$743,961** | **$650,296** | | Provision for credit losses | **$24,245** | **$30,159** | **$41,205** | **$64,656** | | Net income | **$158,540** | **$53,162** | **$298,948** | **$177,106** | | Diluted net income per common share | **$2.00** | **$0.64** | **$3.77** | **$2.21** | - Pinnacle Financial **entered into** a Merger Agreement with Synovus Financial Corp. on **July 24, 2025**, where both companies will merge into a newly formed entity, Newco, which will be named Pinnacle Financial Partners, Inc. This merger is **subject to shareholder and regulatory approvals**[35](index=35&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes the company's financial performance and condition, highlighting net income and EPS growth, loan growth, and the impact of the Synovus merger [Overview](index=43&type=section&id=Overview) [Selected Financial Information](index=46&type=section&id=Selected%20Financial%20Information) [Results of Operations](index=46&type=section&id=Results%20of%20Operations) [Financial Condition](index=54&type=section&id=Financial%20Condition) [Market and Liquidity Risk Management](index=62&type=section&id=Market%20and%20Liquidity%20Risk%20Management) [Recently Adopted Accounting Pronouncements](index=66&type=section&id=Recently%20Adopted%20Accounting%20Pronouncements) | Metric | 3 Months Ended June 30, **2025** | 3 Months Ended June 30, **2024** | YoY Change (%) | | :----------------------------------- | :--------------------------- | :--------------------------- | :------------- | | Diluted net income per common share | **$2.00** | **$0.64** | **>100.0%** | | Net interest income | **$379.5 million** | **$332.3 million** | **14.2%** | | Provision for credit losses | **$24.2 million** | **$30.2 million** | **(19.6%)** | | Noninterest income | **$125.5 million** | **$34.3 million** | **>100.0%** | | Noninterest expense | **$286.4 million** | **$271.4 million** | **5.5%** | | Efficiency ratio | **56.7%** | **74.0%** | **-17.3 pp** | | Effective tax rate | **18.4%** | **18.2%** | **+0.2 pp** | | Metric | 6 Months Ended June 30, **2025** | 6 Months Ended June 30, **2024** | YoY Change (%) | | :----------------------------------- | :--------------------------- | :--------------------------- | :------------- | | Diluted net income per common share | **$3.77** | **$2.21** | **70.6%** | | Net interest income | **$744.0 million** | **$650.3 million** | **14.4%** | | Provision for credit losses | **$41.2 million** | **$64.7 million** | **(36.3%)** | | Noninterest income | **$223.9 million** | **$144.4 million** | **55.1%** | | Noninterest expense | **$561.9 million** | **$513.8 million** | **9.4%** | | Efficiency ratio | **58.1%** | **64.6%** | **-6.5 pp** | | Effective tax rate | **18.0%** | **18.1%** | **-0.1 pp** | - Loans **increased by** **$1.6 billion** (**4.6%**) to **$37.1 billion** at **June 30, 2025**, from **$35.5 billion** at **December 31, 2024**, driven by **organic loan growth**, **increased relationship advisors**, and **specialty lending groups**. Total deposits **rose by** **$2.2 billion** (**5.0%**) to **$45.0 billion**[151](index=151&type=chunk)[158](index=158&type=chunk) - The company's net interest margin expanded to **3.23%** (3 months) and **3.22%** (6 months) in **2025**, **up from** **3.14%** and **3.09%** in **2024**, primarily due to **organic loan growth** and a **declining cost of funds**[152](index=152&type=chunk)[175](index=175&type=chunk) - Noninterest income saw a substantial **increase**, largely due to the **repositioning of the securities portfolio** (selling **$822.7 million** of available-for-sale securities at a **net loss of $72.1 million** in **Q2 2024**, which was not repeated in **Q2 2025**), and **increased income** from the equity method investment in BHG (**up 39.3%** for 3 months and **33.7%** for 6 months)[154](index=154&type=chunk)[184](index=184&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk) - Noninterest expense **increased** due to a larger associate base (**3,627 FTE** at **June 30, 2025**, **up from** **3,469** at **June 30, 2024**), annual merit increases, and higher cash and equity incentive accruals. However, other noninterest expenses **decreased significantly** due to a one-time **$27.6 million** fee paid in **Q2 2024** to terminate a securities resale agreement[155](index=155&type=chunk)[196](index=196&type=chunk)[205](index=205&type=chunk) - The Allowance for Credit Losses (ACL) **increased to** **$422.1 million** at **June 30, 2025**, from **$414.5 million** at **December 31, 2024**, primarily due to **overall portfolio growth**. The ACL as a percentage of total loans **decreased slightly to** **1.14%** from **1.17%**, reflecting **reductions in specific reserves**[159](index=159&type=chunk)[217](index=217&type=chunk) - Pinnacle Financial and Pinnacle Bank continue to **exceed all regulatory minimum capital requirements** and are considered **well-capitalized**. The company's board authorized a **new $125.0 million share repurchase program** effective through **March 31, 2026**, though **no shares were repurchased** in the first six months of **2025**[160](index=160&type=chunk)[161](index=161&type=chunk)[233](index=233&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=67&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section incorporates market risk disclosures, including interest rate sensitivity and liquidity risk management, by reference from Item 2 - The required information for quantitative and qualitative disclosures about market risk is incorporated by reference from pages **43** through **66** of Part I - Item **2**[267](index=267&type=chunk) [Item 4. Controls and Procedures](index=67&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures and reports no material changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=67&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) [Changes in Internal Controls](index=67&type=section&id=Changes%20in%20Internal%20Controls) - The Chief Executive Officer and Chief Financial Officer concluded that Pinnacle Financial's disclosure controls and procedures were **effective as of June 30, 2025**[268](index=268&type=chunk) - **No material changes in internal control** over financial reporting occurred during the fiscal quarter ended **June 30, 2025**[269](index=269&type=chunk) PART II – Other Information This part provides additional information including legal proceedings, risk factors, equity security sales, and other disclosures [Item 1. Legal Proceedings](index=68&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine legal proceedings, with no material pending cases expected to adversely impact financial condition or results - There are **no material pending legal proceedings** to which Pinnacle Financial or its subsidiaries are a party[271](index=271&type=chunk) [Item 1A. Risk Factors](index=68&type=section&id=Item%201A.%20Risk%20Factors) This section details investment risks, primarily focusing on the proposed merger with Synovus, including approval contingencies, integration challenges, and transaction costs - The proposed merger with Synovus is **contingent upon various conditions**, including **shareholder and regulatory approvals**, which may delay or prevent its completion[273](index=273&type=chunk)[274](index=274&type=chunk)[277](index=277&type=chunk) - **Integration of Synovus's business may face difficulties** such as loss of key employees, operational disruptions, customer attrition, and unexpected problems with costs, technology, and credit[278](index=278&type=chunk)[279](index=279&type=chunk) - **Significant transaction and merger-related costs** will be incurred, which may not be offset by anticipated cost savings and efficiencies in the near term or at all[283](index=283&type=chunk) - **Failure to complete the merger could adversely affect** stock price, business operations, and liquidity, potentially requiring a **termination fee of $425.0 million**[287](index=287&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=71&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details common stock repurchases for tax withholding purposes, noting no repurchases under the publicly announced share repurchase program | Period | Total Number of Shares Repurchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs | | :-------------------------------- | :------------------------------- | :--------------------------- | :----------------------------------------------------------------------- | :--------------------------------------------------------------------------------------------------- | | **April 1, 2025** to **April 30, 2025** | **4,888** | **$95.36** | — | **$125,000,000** | | **May 1, 2025** to **May 31, 2025** | **102** | **$107.73** | — | **$125,000,000** | | **June 1, 2025** to **June 30, 2025** | **175** | **$109.56** | — | **$125,000,000** | | **Total** | **5,165** | **$96.14** | **—** | **$125,000,000** | - The repurchased **5,165 shares** were **withheld to satisfy tax withholding requirements** for vested restricted stock and restricted stock units[294](index=294&type=chunk) - Pinnacle Financial **did not repurchase any shares** under its **$125.0 million** share repurchase program during the three months ended **June 30, 2025**[292](index=292&type=chunk) [Item 3. Defaults Upon Senior Securities](index=71&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to Pinnacle Financial Partners, Inc. for the current reporting period [Item 4. Mine Safety Disclosures](index=71&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Pinnacle Financial Partners, Inc. for the current reporting period [Item 5. Other Information](index=71&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - **No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements** during the quarter ended **June 30, 2025**[293](index=293&type=chunk) [Item 6. Exhibits](index=72&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including the merger agreement with Synovus, various certifications, and Inline XBRL documents - **Key exhibits include** the Agreement and Plan of Merger with Synovus Financial Corp. (Exhibit **2.1**) and related Letter Agreements (Exhibits **10.1**, **10.2**)[295](index=295&type=chunk) - **Certifications pursuant to** Rule **13a-14(a)**/**15d-14(a)** and **18** USC Section **1350** are filed/furnished as Exhibits **31.1**, **31.2**, **32.1**, and **32.2**[295](index=295&type=chunk) - **Inline XBRL documents** (Instance, Schema, Calculation, Label, Presentation, Definition Linkbase) are included as Exhibits **101.INS** through **101.DEF**[295](index=295&type=chunk) Signatures This section contains the required signatures of the principal executive and financial officers for the Form 10-Q, dated August 7, 2025 - The report was **signed by** M. Terry Turner, **President and Chief Executive Officer**, and Harold R. Carpenter, **Chief Financial Officer**, on **August 7, 2025**[298](index=298&type=chunk)

Core Viewpoint - Monteverde & Associates PC is investigating Pinnacle Financial Partners regarding its merger with Synovus Financial Corp, focusing on the fairness of the proposed transaction [1]. Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1]. - The firm is located in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Merger Details - The proposed merger involves a fixed exchange ratio of 0.5237 Synovus shares for each Pinnacle share [1]. - Upon completion of the merger, Pinnacle shareholders will own approximately 51.5% of the combined entity [1].

Core Viewpoint - Pinnacle Financial (PNFP) has experienced a significant downtrend, with a 16.4% decline over the past four weeks, but it is now in oversold territory, suggesting a potential turnaround due to improved earnings expectations from analysts [1]. Group 1: Technical Indicators - The Relative Strength Index (RSI) is a key technical indicator used to identify oversold conditions, with a reading below 30 typically indicating that a stock is oversold [2]. - PNFP's current RSI reading is 25.59, indicating that the heavy selling pressure may be exhausting, which could lead to a price rebound as the stock seeks to return to its previous equilibrium [5]. Group 2: Fundamental Analysis - There is a strong consensus among sell-side analysts that earnings estimates for PNFP have increased by 2.6% over the last 30 days, which often correlates with price appreciation in the near term [6]. - PNFP holds a Zacks Rank 2 (Buy), placing it in the top 20% of over 4,000 ranked stocks based on earnings estimate revisions and EPS surprises, further supporting the potential for a near-term turnaround [7].