Group 1 - Pinnacle Financial Partners and Synovus Financial plan to merge in an all-stock transaction valued at $8.6 billion, with the transaction expected to close in the first quarter of 2026, pending regulatory and shareholder approvals [2][3] - The combined entity will operate under the Pinnacle Financial Partners and Pinnacle Bank brand, with Synovus Chairman Kevin Blair as president and CEO, and Pinnacle CEO Terry Turner as chairman of the board [3] - The merger aims to leverage Pinnacle's entrepreneurial operating model and Synovus' strong presence in fast-growing Southeastern markets to enhance market share [4] Group 2 - Both companies have demonstrated strong financial performance, with Synovus reporting a 28% year-over-year growth in adjusted earnings per share in the second quarter, while Pinnacle reported a 22.7% increase in fully diluted earnings per share [6][7] - The KBW Nasdaq Bank Index, which tracks larger banks, increased by 14%, while the KBW Nasdaq Regional Banking Index, covering smaller lenders, rose less than 3%, indicating a challenging environment for regional banks [5][6]

Summary of Conference Call on Pinnacle Financial Partners and Synovus Financial Corp Merger Industry and Companies Involved - **Industry**: Banking and Financial Services - **Companies**: Pinnacle Financial Partners and Synovus Financial Corp Core Points and Arguments 1. **Merger Announcement**: Pinnacle and Synovus have entered into a definitive agreement for an all-stock transaction, creating a high-performing commercial bank focused on growth in the Southeast [4][14] 2. **Financial Metrics**: The combined company will have total assets of $116 billion, total loans of $81 billion, and total deposits of $95 billion. The deal is expected to deliver 21% EPS accretion with a 2.5-year tangible book value earn-back [6][14] 3. **Market Positioning**: The merger aims to leverage Synovus' presence in high-growth markets, enhancing Pinnacle's operating model and expanding its footprint [5][22] 4. **Employee Engagement**: Both companies rank highly in employee satisfaction, which is expected to translate into better client service and satisfaction [10][12] 5. **Leadership Structure**: Post-merger, Pinnacle's leadership will include Terry Turner as Chairman, Kevin Blair as CEO, and Jamie Gregory as CFO, with a board comprising members from both companies [16][17] 6. **Geographic Focus**: The merger will enhance geographic diversification and reduce concentration risk, with a household growth rate of 4.6%, significantly above the national average [22][28] 7. **Cost Synergies**: Estimated no-regret cost savings of $250 million, representing 9% of the combined non-interest expense base, are anticipated [34] 8. **Regulatory Readiness**: The companies are preparing for regulatory approvals and have a roadmap for LFI readiness, with a focus on maintaining a solid capital position [38][92] 9. **Client Satisfaction**: Both companies have high rankings in client satisfaction, which is expected to remain a priority post-merger [30][29] 10. **Integration Strategy**: A detailed integration plan is in place, with a target for systems conversion approximately 12-14 months post-merger [95] Additional Important Points 1. **Retention Strategy**: Significant resources have been allocated for retention programs to ensure key talent remains through the transition [56] 2. **Cultural Alignment**: Both companies emphasize a performance-driven culture and commitment to operational excellence, which is expected to facilitate a smooth merger [24][25] 3. **Market Expansion**: The merger is characterized as a strategic expansion rather than a market consolidation, with minimal overlap in markets [22][28] 4. **Financial Assumptions**: The transaction is expected to be accretive to earnings, with no revenue synergies initially built into the financial model [32] 5. **Community Commitment**: Both companies have a strong track record of community engagement and intend to maintain this commitment post-merger [17][18] This summary encapsulates the key points discussed during the conference call regarding the merger between Pinnacle Financial Partners and Synovus Financial Corp, highlighting the strategic, financial, and operational aspects of the transaction.

Pinnacle Financial Partners and Synovus Financial Corp. Conference Call Summary Company and Industry Overview - **Companies Involved**: Pinnacle Financial Partners (PNFP) and Synovus Financial Corp - **Industry**: Banking and Financial Services Key Points and Arguments 1. **Transaction Announcement**: Pinnacle and Synovus have entered into a definitive agreement for an all-stock transaction, aiming to create a high-performing commercial bank focused on growth in the Southeast [4][6][15] 2. **Financial Metrics**: The combined company will have total assets of $116 billion, total loans of $81 billion, and total deposits of $95 billion. The deal is expected to deliver 21% EPS accretion with a 2.5-year tangible book value earn-back [6][15] 3. **Growth Projections**: The combined entity anticipates a return on average assets of almost 1.4% and a return on tangible common equity of 18% by 2027, while maintaining a focus on high growth and risk discipline [7][8] 4. **Market Positioning**: The merger is positioned to capitalize on projected household growth of 4.6%, which is 170% of the national average, enhancing market presence in the Southeast [9][12] 5. **Employee Satisfaction**: Pinnacle and Synovus rank highly in employee satisfaction, with both companies recognized as great places to work, which contributes to client satisfaction and loyalty [10][11] 6. **Transaction Structure**: The transaction has been unanimously approved by both boards, with Synovus shareholders receiving a fixed exchange ratio of 0.5237 shares of Pinnacle stock, representing a 10% premium [14][15] 7. **Leadership and Governance**: Post-merger, Pinnacle's leadership will include Terry Turner as Chairman, Kevin Blair as CEO, and Jamie Gregory as CFO, with a board comprising members from both companies [17][18] 8. **Cost Synergies**: The merger is expected to generate $250 million in cost savings, representing 9% of the combined non-interest expense base by 2027 [35] 9. **Integration Strategy**: A comprehensive due diligence process has been conducted to identify integration risks and ensure a smooth transition, with a focus on maintaining local market leadership [37][39] 10. **Regulatory Readiness**: The combined company anticipates a common equity Tier 1 ratio of approximately 9.8% at closing, with plans to manage capital growth effectively [39][40] Additional Important Insights 1. **Cultural Alignment**: Both companies emphasize a shared commitment to operational excellence and long-term value creation, which is expected to drive continued outperformance [25][26] 2. **Client Experience**: The merger aims to enhance client experience through a relationship-based approach, which has historically led to industry-leading deposit growth [30][32] 3. **Market Expansion**: The merger is characterized as a strategic expansion rather than a market consolidation, with minimal overlap in markets and a focus on enhancing geographic diversification [22][29] 4. **Retention Strategies**: Significant resources have been allocated for retention programs to ensure key talent remains through the transition [56][58] 5. **Future Growth Opportunities**: The combined entity is expected to explore new revenue sources through complementary specialty banking areas, enhancing overall service offerings [84][86] This summary encapsulates the key points discussed during the conference call regarding the merger between Pinnacle Financial Partners and Synovus Financial Corp, highlighting the strategic, financial, and operational aspects of the transaction.

Transaction Overview - Pinnacle and Synovus are combining to build the Southeast Growth Champion, with the transaction expected to close on March 31, 2026[3, 86] - The combined company aims to achieve top-quartile performance through high-growth markets, a winning culture, exceptional client service, a profitable growth strategy, and an efficient operating model[61] Financial Highlights - The combination is projected to result in $250 million in run-rate net expense savings, achieved through a detailed review of staffing, technology, and real estate needs[45] - The pro forma combined company is expected to generate $24 billion in capital in the first 7 quarters after closing, supporting future growth[49] - The transaction is expected to be EPS accretive, with pro forma 2027 EPS accretion estimated at 21%[17, 71] Market Position and Growth - The pro forma company will have a significant deposit market share in key Southeast MSAs, including a 1 rank in Carolinas with 148% deposit share[28, 36] - The combined company is positioned in America's best growth markets, with a pro forma branch footprint in areas projected to grow 2x faster than the national average in household growth at 46%[21, 26] - The combined entity boasts superior branch efficiency, with average deposits per branch of $202 million[22, 61] Synergies and Integration - The merger is expected to result in $285 million in gross synergies, partially offset by $35 million in additional investments for LFI readiness[45] - Limited workforce impact is anticipated, with only approximately 5% of the combined workforce expected to be affected[46] - The integration is designed to be low-risk due to limited geographic overlap, with over 75% of Pinnacle's deposits and over 75% of Synovus' deposits in non-shared MSAs[38]

Group 1 - Pinnacle Financial Partners has experienced a significant rebound, with shares returning approximately 20% since April [1] - The investment strategy focuses on a long-term, buy-and-hold approach, emphasizing stocks that can consistently generate high-quality earnings [1] - The company is primarily associated with the dividend and income investment sector [1]

Financial Data and Key Metrics Changes - In Q2 2025, revenue increased by 15.1% compared to the same quarter last year, adjusted EPS rose by 22.7%, and tangible book value per share grew by 10.9% year-over-year [6][7][10] - The company has achieved double-digit compound annual growth rates (CAGRs) over the last decade in revenue, EPS, and tangible book value per share, significantly outperforming peers [7][10] Business Line Data and Key Metrics Changes - End of period loans increased by 10.7% on a linked quarter annualized basis, driven by new markets and relationship managers [17] - Deposit growth was recorded at 4.7% linked quarter annualized, with an estimated total deposit growth rate maintained at 7% to 10% for 2025 [19][20] - Net interest margin (NIM) finished up two basis points at 3.23%, with expectations for a flat to slightly up NIM in the upcoming quarters [21] Market Data and Key Metrics Changes - Core deposit growth was 13%, significantly outpacing the peer median during a challenging economic environment [10] - The company has adjusted its loan growth outlook to a range of 9% to 11% for the year, reflecting a strong pipeline despite macroeconomic uncertainties [18] Company Strategy and Development Direction - The company employs a market share takeaway strategy, focusing on recruiting experienced revenue producers from competitors to drive growth [11][12] - The focus remains on organic growth rather than mergers and acquisitions, with a strong emphasis on hiring and developing talent within existing markets [35][36] - The company is optimistic about deepening its presence in current markets, particularly in Florida and Texas, while continuing to hire across its existing footprint [39][40] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism regarding the current economic environment, noting that clients are in a cautious state but showing underlying optimism for future growth [46][47] - The company anticipates a strong year in 2025, supported by investments in new markets and successful hiring strategies [28][26] Other Important Information - The company has raised its earnings estimate for Bankers Healthcare Group (BHG) from 20% growth to approximately 40% growth for 2025, driven by lower operating costs and improved credit performance [25] - The total expense outlook for the year has been modified to a range of $1,145 million to $1,155 million, reflecting a more positive outlook [27] Q&A Session Summary Question: Clarification on the expected asset growth from new hires - Management confirmed that the cohort of hires from 2020 to 2024 is expected to yield approximately $19 billion in organic asset growth through 2029 [30][31] Question: Appetite for M&A given organic growth success - Management reiterated a preference for organic growth over M&A, citing the ability to produce outsized growth through hiring rather than taking on integration risks [35][36] Question: Customer sentiment and appetite for growth - Management indicated that existing customers are currently cautious but optimistic about future opportunities, with a focus on maintaining credit quality [45][46] Question: Update on BHG's performance and outlook - Management noted that BHG's strong performance is driven by both production growth and improved credit quality, with expectations for continued strength in the second half of the year [56] Question: Future deposit costs and beta expectations - Management expects to maintain current deposit costs and beta levels, with a focus on managing through potential future rate cuts [105][106] Question: Regulatory developments and their impact - Management observed a more positive regulatory environment, which is not expected to alter the company's operational plans significantly [88][89]

Financial Data and Key Metrics Changes - In Q2 2025, revenue increased by 15.1% compared to the same quarter last year, adjusted EPS rose by 22.7%, and tangible book value per share grew by 10.9% year-over-year [8][9][11] - The company has achieved double-digit compound annual growth rates (CAGRs) over the last decade in revenue, EPS, and tangible book value per share, significantly outperforming peers [9][10] Business Line Data and Key Metrics Changes - End-of-period loans increased by 10.7% on a linked quarter annualized basis, driven by new markets and relationship managers [19] - Deposit growth was recorded at 4.7% linked quarter annualized, with an estimated total deposit growth rate maintained at 7% to 10% for 2025 [21][22] - Net interest margin (NIM) finished up two basis points at 3.23%, with expectations for a flat to slightly up NIM in the upcoming quarters [23] Market Data and Key Metrics Changes - Core deposit growth was reported at 13%, significantly higher than the peer median, indicating strong market performance despite a challenging economic environment [11] - The company is focusing on deepening its presence in existing markets rather than expanding into new geographies, with potential opportunities identified in Florida and Texas [43][44] Company Strategy and Development Direction - The company employs a market share takeaway strategy, targeting the largest market share leaders in its footprint to capitalize on their vulnerabilities [12] - The hiring strategy focuses on experienced revenue producers, with an average of 18 years of experience, which is expected to yield approximately $19 billion in organic asset growth through 2029 [14][15] - The company aims to maintain organic growth as its primary strategy, with limited appetite for mergers and acquisitions due to the successful hiring model [39][40] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism regarding the economic environment, noting that while clients are currently cautious, there is underlying optimism for future growth [51][52] - The company anticipates a strong year in 2025, supported by investments in new markets and successful hiring practices [30][28] Other Important Information - The company has adjusted its net interest income growth outlook to a range of 12% to 13% for 2025, reflecting a positive outlook despite potential rate cuts [24] - The company is increasing its guidance for fee growth from 8%-10% to 12%-15% for the year, driven by strong performance in banking fees and wealth management [28] Q&A Session Summary Question: Clarification on the expected asset growth from new hires - Management confirmed that the cohort of hires from 2020 to 2024 is expected to yield approximately $19 billion in organic asset growth, focusing on relationship managers [35][36] Question: Appetite for M&A given the organic growth model - Management reiterated a strong preference for organic growth over M&A, citing the ability to produce outsized growth through hiring rather than taking on integration risks [39][40] Question: Customer sentiment and appetite for growth - Management indicated that existing customers are currently cautious but optimistic about future opportunities, with a focus on maintaining credit quality [50][52] Question: Update on the BHG business and its contribution to earnings - Management noted that BHG's earnings contribution has increased, with expectations for continued strong performance driven by better credit quality and origination growth [62][63] Question: Future deposit costs and beta expectations - Management expects to maintain current deposit costs and beta levels, with a focus on optimizing margins in response to potential rate cuts [107][108]

Investor Call SECOND QUARTER 2025 JULY 16, 2025 Time: 8:30 AM CT Webcast: www.pnfp.com (investor relations) M. TERRY TURNER, PRESIDENT AND CEO HAROLD R. CARPENTER, EVP AND CFO Safe Harbor Statements Forward Looking Statements All statements, other than statements of historical fact, included in this presentation, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act o ...

Core Viewpoint - Pinnacle Financial reported strong financial results for the quarter ended June 2025, with significant year-over-year growth in revenue and earnings per share, exceeding market expectations [1][2]. Financial Performance - Revenue for the quarter was $504.99 million, a 37.8% increase year-over-year, surpassing the Zacks Consensus Estimate of $492.81 million by 2.47% [1]. - Earnings per share (EPS) reached $2.00, compared to $1.63 a year ago, reflecting a surprise of 4.17% against the consensus estimate of $1.92 [1]. Key Metrics - Net Interest Margin was reported at 3.2%, matching the average estimate from six analysts [4]. - Efficiency Ratio stood at 56.7%, slightly above the estimated 55.4% by six analysts [4]. - Annualized net loan charge-offs to average loans were 0.2%, in line with the five-analyst average estimate [4]. - Average balances of total interest-earning assets were $49.1 billion, exceeding the estimated $48.7 billion [4]. - Nonaccrual loans totaled $157.17 million, lower than the estimated $180.33 million [4]. - Total nonperforming assets were $162.01 million, compared to the average estimate of $184.79 million [4]. - Total noninterest income was $125.46 million, surpassing the average estimate of $116.7 million [4]. - Net Interest Income was reported at $379.53 million, slightly above the estimated $376.81 million [4]. - Gains on mortgage loans sold, net, were $1.97 million, below the estimated $3 million [4]. - Service charges on deposit accounts were $17.09 million, slightly below the estimated $17.5 million [4]. - Insurance sales commissions were $3.69 million, compared to the average estimate of $4.41 million [4]. - Trust fees were reported at $9.28 million, slightly below the average estimate of $9.4 million [4]. Stock Performance - Pinnacle Financial's shares have returned +15% over the past month, outperforming the Zacks S&P 500 composite's +5% change [3]. - The stock currently holds a Zacks Rank 3 (Hold), indicating expected performance in line with the broader market in the near term [3].

Financial Performance - Pinnacle Financial Partners reported diluted EPS of $2.00 for Q2 2025, a 212.5% increase from $0.64 in Q2 2024[2] - Total revenues for Q2 2025 were $505.0 million, up 37.8% year-over-year from $366.6 million in Q2 2024[11] - Pre-tax, pre-provision net revenue (PPNR) for Q2 2025 was $218.5 million, compared to $95.2 million in Q2 2024, reflecting a growth of over 100%[9] - Net income available to common shareholders for the second quarter of 2025 was $154.7 million, a significant increase of 213.5% compared to $49.4 million in the same quarter of 2024[31] - Basic net income per common share for Q2 2025 was $2.01, up from $0.65 in Q2 2024, representing a growth of 209.2%[31] - For the first half of 2025, net income available to common shareholders was $291,352, significantly higher than $169,510 in the same period of 2024, marking a 71.8% increase year-over-year[51] Revenue and Income Growth - Total revenues for Q2 2025 were approximately $505.0 million, marking a 37.8% increase year-over-year[16] - Adjusted total revenues for Q2 2025 were $505.0 million, a 15.1% increase from $438.7 million in Q2 2024[12] - Noninterest income for Q2 2025 was $47.9 million, up $6.1 million from Q2 2024, with a notable contribution from equity investments[15] - Wealth management revenues increased to $32.3 million in Q2 2025, up 16.4% from $27.8 million in Q2 2024[15] - Income from the investment in Banker's Healthcare Group (BHG) rose to $26.0 million in Q2 2025, a 39.3% increase from $18.7 million in Q2 2024[15] - Noninterest income for the first half of 2025 totaled $223.9 million, compared to $144.4 million in the same period of 2024, an increase of 55.2%[31] Asset and Deposit Growth - Total assets reached $54.8 billion as of June 30, 2025, marking an increase of approximately $5.4 billion from June 30, 2024[7] - Total deposits rose to $45.0 billion as of June 30, 2025, up from $39.8 billion a year earlier, marking a growth of 13.4%[30] - Noninterest-bearing deposits rose by $133.4 million in Q2 2025, totaling a year-to-date increase of $470.3 million or approximately 11.5% annualized[8] - Total loans reached $37,105,164,000 in June 2025, up from $36,136,746,000 in March 2025, indicating a growth of about 2.68%[34] - Core deposits totaled $39.76 billion at the end of June 2025, slightly down from $40.01 billion in March 2025, reflecting a decrease of 0.60%[45] Expense Management - Noninterest expense for Q2 2025 was $286.4 million, up 5.5% from $271.4 million in Q2 2024[13] - Salaries and employee benefits increased to $181.2 million in Q2 2025, a 20.7% rise from $150.1 million in Q2 2024[18] - The efficiency ratio improved to 55.5% for the first half of 2025, down from 57.5% in the same period of 2024, indicating enhanced operational efficiency[31] - The efficiency ratio improved to 56.72% in June 2025 from 59.52% in March 2025, indicating enhanced operational efficiency[47] Credit Quality and Provisions - The company reported a provision for credit losses of $24.2 million in Q2 2025, compared to $30.2 million in Q2 2024, showing a decrease of 19.9%[31] - Nonperforming assets totaled $162.01 million as of June 30, 2025, a decrease from $175.23 million in the previous quarter, indicating a reduction of 7.0%[43] - The allowance for credit losses was $422,125,000 in June 2025, slightly up from $417,462,000 in March 2025[34] - The allowance for credit losses to nonaccrual loans ratio was 268.6% as of June 30, 2025, compared to 243.3% in the previous quarter, showing an increase in coverage[43] Shareholder Returns - A quarterly cash dividend of $0.24 per common share was declared, payable on August 29, 2025[20] - The book value per common share increased to $82.79 as of June 30, 2025, up from $80.46 at the end of 2024[19] - The common dividends paid increased to $0.48 per share, totaling $37,766,000 for the period ending December 31, 2024[33] Capital and Equity - Pinnacle Financial's total shareholders' equity reached $6.6 billion as of June 30, 2025, up from $6.2 billion at the same time last year, indicating a year-over-year increase of 7.5%[30] - The Tier one risk-based capital ratio was 11.2% as of June 30, 2025, unchanged from the previous quarter, indicating stable capital adequacy[43] - The ratio of tangible common equity to tangible assets was 8.60% in June 2025, consistent with the previous quarter and the same period last year[53] Employee Metrics - The number of full-time equivalent employees increased to 3,627 in June 2025, up from 3,595 in March 2025, a growth of 0.89%[45] - The annualized revenues per full-time equivalent employee rose to $558.5 thousand in June 2025, compared to $522.2 thousand in March 2025, an increase of 6.93%[45]