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].

Core Points - Shareholders of Pinnacle Financial Partners and Synovus Financial Corp. have approved the merger, with 92.2% and 91.5% of votes in favor respectively [1][2] - The merger is expected to create a leading regional bank focused on sustainable revenue and EPS growth, enhancing shareholder returns [2] - The merger is anticipated to close in the first quarter of 2026, pending regulatory approvals and other customary closing conditions [3][4] Pinnacle Financial Partners - Pinnacle Financial Partners has approximately $56.0 billion in assets as of September 30, 2025, and is the No. 1 bank in the Nashville-Murfreesboro-Franklin MSA according to 2025 FDIC deposit data [5][6] - 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 [5] - Pinnacle began operations in October 2000 and has grown significantly, operating in several urban markets across the Southeast [6] Synovus Financial Corp. - Synovus Financial Corp. has approximately $60 billion in assets and operates 244 branches across five states [8] - The company offers a full suite of financial services, including commercial and consumer banking, wealth services, and capital markets [8] - Synovus is recognized as a Great Place to Work-Certified Company [8]

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]

Financial Data and Key Metrics Changes - The company reported a 14.5% linked quarter annualized growth rate for non-interest-bearing deposits, 10.6% for core deposits, 8.9% for loans, 31.5% for revenue, and 54% for adjusted EPS in Q3 2025 [9] - The net interest margin (NIM) increased by three basis points to 3.26% in Q3 2025, with expectations for further increases in Q4 2025 [19][20] - The estimated growth range for net interest income has been increased to approximately 13% to 14% over 2024 results [20] Business Line Data and Key Metrics Changes - End-of-period loans increased by 8.9% linked quarter annualized, with an adjusted outlook for end-of-period loan growth now set at 9% to 10% for the year [17] - 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 [24] 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 company is positioned to capitalize on competitive vulnerabilities in other southeastern markets, with notable share losses in Greensboro, Raleigh, Greenville, Charleston, and Atlanta [11] Company Strategy and Development Direction - The company aims to build a "Southeast Growth Champion" through continuous recruitment and retention of market-leading revenue producers, which has historically led to sustainable balance sheet growth [8][27] - The merger with Synovus Financial Corp. is expected to enhance the company's competitive position, allowing for accelerated revenue and EPS growth [12][28] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in maintaining hiring momentum and achieving strong financial performance post-merger, with a focus on leveraging the combined strengths of Pinnacle and Synovus [14][26] - The company anticipates 2025 to be one of the best years in its history, driven by ongoing hiring, revenue growth, and the integration of Synovus [26] Other Important Information - The company reported a decrease in net charge-offs by 18 basis points in Q3 2025, with an unchanged outlook for net charge-offs for the full year [21] - BHG's fee revenues exceeded $40 million in Q3 2025, with expectations for approximately $30 million in Q4 2025 [22] 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 currently available, there will be over time, and the hiring strategy has proven successful historically [31] Question: How does the pro forma balance sheet change the use case for BHG? - Management stated that BHG's growth is expected to remain consistent, with strong production and demand for their products [34] Question: Is there any incremental risk identified post-merger? - Management noted that there are no significant risks identified, and the focus remains on integrating the two companies effectively [55] Question: What is the outlook for hiring strategy post-deal close? - Management expressed confidence that the existing hiring strategy will continue to be successful, emphasizing a unique approach compared to competitors [43] Question: What are the expectations for fee income growth post-merger? - Management believes that the merger will create significant revenue synergies, enhancing fee income growth opportunities [40]

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][17][20] - The net interest margin (NIM) increased by three basis points to 3.26% in the third quarter, with expectations for further increases in 2025 due to anticipated rate cuts [20][21] - The estimated growth range for net interest income has been increased to approximately 13% to 14% over 2024 results [21][26] 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 in 2025 set at 9% to 10% [17][19] - Non-interest income growth guidance has been raised from 12% to 15% to now 20% to 22% for the year, driven by strong performance in banking fees and wealth management [25][26] - BHG contributed over $40 million in fee revenues in the third quarter, with expectations for approximately $30 million in the fourth quarter [23][24] Market Data and Key Metrics Changes - The company has successfully increased market share in key regions, 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][13][30] 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 [6][7] - The merger with Synovus is viewed as a unique opportunity to create a differentiated service model, enhancing growth potential in the Southeast [12][30] - The focus remains on leveraging competitive vulnerabilities in targeted markets to capture additional market share [10][66] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in maintaining hiring momentum and achieving growth targets despite market uncertainties [15][30] - The outlook for 2025 is optimistic, with expectations for strong performance driven by continued hiring and market expansion [26][30] - Management acknowledged the hard work required for integration but remains committed to achieving financial and client-centric goals [71] Other Important Information - The company has maintained a 93% associate retention rate, indicating strong employee engagement and stability during the merger process [72] - The effective tax rate for 2025 is projected to be in the low 18% range, consistent with the previous year [26] Q&A Session Summary Question: Are there enough revenue producers in the market to hire? - Management indicated that while there may not be 300 revenue producers available immediately, the hiring strategy has historically proven effective in identifying talent over time [33][34] Question: How does the pro forma balance sheet affect BHG's use case? - Management believes that BHG's growth will remain consistent, with no significant changes in approach post-merger [38][40] Question: Will the hiring strategy change post-merger? - Management expressed confidence that the existing hiring strategy will continue to be successful, emphasizing the unique approach to recruitment [52][56] Question: What are the expectations for BHG's growth into 2026? - Management anticipates continued growth for BHG, albeit at a more moderate rate compared to the current year [45][46] Question: What are the tailwinds for margin improvement? - Management identified deposit beta, growth in non-interest bearing deposits, and fixed-rate loan repricing as key factors contributing to margin improvement [77][78]

Financial Performance & Growth - PNFP's 3Q25 linked-quarter annualized revenue growth rate was 31.5%[25] - Adjusted EPS grew 54.0% linked-quarter annualized in 3Q25[25] - Average loans grew 7.8% linked-quarter annualized in 3Q25[38] - Average deposits grew 11.3% linked-quarter annualized in 3Q25[45] - The industry is increasing its estimate for 2025 year-over-year net interest income growth to 13-14%[68] - The industry is increasing its estimate for 2025 fee growth over 2024 to approximately 20-22%, excluding certain items[68] Strategic Initiatives & Market Position - PNFP's FDIC deposit market share in Nashville increased by 7.3 percentage points from 2015 to 2025[27] - PNFP's offer acceptance rate for revenue producers remained high at 91.6% in 3Q25[36] - The industry plans to add approximately 150 revenue producers in 2026, with further increases planned for 2027[37] Merger with Synovus Financial Corp - The merger with Synovus is expected to result in a 21% EPS accretion by 2027[72] - Pro forma CET1 at close is projected to be 10.1%[72] - The merger is expected to close in Q1 2026, with operational conversion in Q1 2027[72] BHG Financial Overview - BHG reported strong year-to-date earnings of $189 million[63] - BHG's placements to institutional investors was a record in 3Q at $1.3 billion[179] - Over 80% of BHG's 2025 originations were to borrowers with FICO scores of 700+[191]