Financial Performance - Diluted net income per common share for Q3 2025 was $2.19, up from $1.86 in Q3 2024, and for the nine months ended September 30, 2025, it was $5.96 compared to $4.08 in the same period of 2024[149] - Net interest income for Q3 2025 was $396.9 million, a 12.9% increase from $351.5 million in Q3 2024, and for the nine months, it was $1.1 billion, up 13.9% from $1.0 billion[157] - Noninterest income increased by $32.7 million, or 28.4%, in Q3 2025 compared to Q3 2024, and by $112.2 million, or 43.2%, for the nine months[159] - Net income for Q3 2025 was $173.1 million, an 18.0% increase from $146.7 million in Q3 2024[174] - Basic net income per common share increased to $2.20 in Q3 2025, up 17.6% from $1.87 in Q3 2024[174] Loans and Deposits - Total loans increased to $37.9 billion as of September 30, 2025, from $35.5 billion at December 31, 2024, while total deposits rose to $45.7 billion from $42.8 billion in the same period[149] - Loans increased by $2.4 billion, or 6.9%, during the nine months ended September 30, 2025 compared to December 31, 2024, primarily due to growth in specialty lending groups[165] - Total deposits rose to $45.7 billion at September 30, 2025, an increase of $2.9 billion, or 6.7%, from December 31, 2024[165] - Noninterest-bearing deposits increased by $782.5 million, or 9.6%, to $9.0 billion at September 30, 2025, attributed to the success of treasury management and specialty deposit groups[165] Credit Quality - The provision for credit losses was $31.9 million for Q3 2025, compared to $26.3 million in Q3 2024, while for the nine months, it was $73.1 million versus $90.9 million in the same period[158] - The allowance for credit losses was $434.5 million at September 30, 2025, up from $414.5 million at December 31, 2024, with a ratio of 1.15% to total loans[166] - Loans past due 30 to 89 days totaled $66,336 thousand as of September 30, 2025, compared to $62,131 thousand at December 31, 2024, reflecting an increase in short-term delinquencies[221] - Loans past due 90 days or more decreased to $87,614 thousand from $103,951 thousand, resulting in a reduction in the ratio of such loans to total loans from 0.29% to 0.23%[222] Expenses - Noninterest expense increased by $43.8 million, or 16.9%, and $92.0 million, or 11.9%, for the three and nine months ended September 30, 2025 compared to the same periods in 2024[161] - Salaries and employee benefits increased by $26.8 million and $84.0 million, respectively, during the three and nine months ended September 30, 2025, driven by an increase in the associate base to 3,657.5 full-time equivalent associates[161] - Total noninterest expense increased by 16.9% to $303.1 million for the three months ended September 30, 2025, and by 11.9% to $865.1 million for the nine months ended September 30, 2025 compared to the same periods in 2024[204] Merger Activity - The company entered into a merger agreement with Synovus and Steel Newco Inc., with the merger expected to create a new entity named Pinnacle Financial Partners, Inc.[150] - The merger agreement includes a termination fee of $425 million payable under certain circumstances[156] - Merger-related expenses totaled $7.7 million for the three months ended September 30, 2025, associated with the proposed merger with Synovus[213] Capital and Shareholder Returns - Shareholders' equity increased to $6.9 billion as of September 30, 2025, up from $6.4 billion at December 31, 2024[237] - The bank paid dividends of $91.5 million during the nine months ended September 30, 2025, within regulatory limits[241] - A share repurchase program for up to $125 million was authorized, effective through March 31, 2026[240] Asset Management - Total assets reached $53.86 billion as of September 30, 2025, compared to $48.87 billion as of September 30, 2024, indicating a growth of 10.0%[180] - The investment securities portfolio amounted to $9.1 billion at September 30, 2025, compared to $8.4 billion at December 31, 2024, with a tax equivalent yield of 4.41%[229] - The company plans to fund increased loan volumes by growing core deposits while managing wholesale funding to maintain liquidity[185] Interest Rates and Liquidity - The average rate paid on interest-bearing demand accounts was 2.83% at September 30, 2025, down from 3.11% at December 31, 2024[233] - The liquidity coverage ratio was compliant as of September 30, 2025, ensuring the company can meet its daily cash flow requirements[260] - The company had approximately $6.7 billion in available Federal Reserve discount window lines of credit as of September 30, 2025[264]

Financial Performance - Pinnacle Financial Partners reported a diluted EPS of $2.19 for Q3 2025, a 17.7% increase from $1.86 in Q3 2024[1] - Adjusted diluted EPS for Q3 2025 was $2.27, reflecting a 22.0% increase year-over-year[2] - Total revenues for Q3 2025 were $544.8 million, up 16.7% from $466.7 million in Q3 2024[9] - Pre-tax income for Q3 2025 was $209.725 million, a 7.3% increase from $194.299 million in Q2 2025 and a 15.8% increase from $181.146 million in Q3 2024[53] - Net income available to common shareholders for the nine months ended September 30, 2025, was $460,690,000, an increase of 47.5% compared to $312,403,000 for the same period in 2024[56] - Basic earnings per common share for the nine months ended September 30, 2025, was $6.00, up 46.5% from $4.09 in 2024[56] Revenue and Income Sources - Wealth management revenues increased by 29.5% year-over-year, reaching $38.2 million in Q3 2025[10] - Noninterest income for the quarter was $69.1 million, a slight decrease of $244,000 from Q3 2024[13] - Total noninterest income for the nine months ended September 30, 2025, was $371,821 thousand, up from $259,633 thousand in the same period of 2024, representing a 43.2% increase[34] - Fee income from BHG for Q3 2025 was $40.614 million, significantly higher than $26.027 million in Q2 2025 and $20.405 million in Q1 2025[54] - Fee income from BHG, net of amortization, increased to $87,046,000 for the nine months ended September 30, 2025, compared to $51,102,000 in 2024, representing a growth of 70.3%[56] Asset and Deposit Growth - Total assets reached $56.0 billion as of September 30, 2025, marking a year-over-year increase of 10.4%[6] - Total deposits rose to $45,727,124 thousand as of September 30, 2025, compared to $40,954,888 thousand a year earlier, marking an increase of 11.8%[33] - Core deposits increased by 10.6% year-over-year, with noninterest-bearing deposits rising by 14.5% linked-quarter[5] - Total loans increased to $37,932,613 thousand in September 2025, up from $37,105,164 thousand in June 2025, representing a growth of 2.23%[40] Cost and Expense Management - Adjusted noninterest expense for Q3 2025 was $295.3 million, a 12.5% increase from $259.3 million in Q3 2024[11] - Salaries and employee benefits increased to $187.0 million, reflecting a year-over-year rise of 16.7%[14] - The company anticipates cost savings of $250 million from the merger with Synovus on a fully phased-in basis[19] Merger and Regulatory Considerations - The merger with Synovus is expected to close early in Q1 2026, pending regulatory approvals[18] - The proposed merger with Synovus Financial Corp. may not fully realize cost savings and synergies as anticipated, potentially leading to delays and increased costs[25] - The registration statement for the merger was declared effective on September 30, 2025, with definitive proxy statements mailed to shareholders around the same date[29] - The company is subject to potential increased compliance and operational costs due to heightened regulatory oversight[25] Risk Factors - Pinnacle Financial is facing risks related to maintaining long-term historical growth rates in its loan portfolio and growing low-cost core deposits[25] - Regulatory examinations and changes in loan underwriting policies could impact Pinnacle Financial's results and asset management activities[25] - The company is exposed to competition pressures that may negatively affect its net interest margin due to elevated deposit and funding costs[25] Operational Efficiency - The efficiency ratio improved to 55.64% in September 2025, compared to 56.72% in June 2025, indicating better operational efficiency[40] - The return on average assets improved to 1.22% in September 2025, up from 1.15% in June 2025[40] - The net interest margin improved to 3.26% for the three months ended September 30, 2025, compared to 3.22% in the same period of 2024[41]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission File Number: 001-39309 Pinnacle Financial Partners Inc. Tennessee 62-1812853 (State or other jurisdiction of incorpo ...

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% from $366.6 million in Q2 2024, with adjusted total revenues increasing by 15.1% year-over-year[11]. - Net income available to common shareholders for Q2 2025 was $154.74 million, a significant increase of 213.5% compared to $49.36 million in Q2 2024[31]. - The net income for the period ending June 30, 2025, was reported at $298,948, a significant increase from $177,106 for the same period in the previous year, representing a growth of approximately 68.5%[33]. - Net income available to common shareholders for the first half of 2025 was $291,352, significantly higher than $169,510 in the same period of 2024, reflecting a growth of 71.8%[51]. Revenue Growth - Noninterest income surged over 100% year-over-year to $125.5 million in Q2 2025, compared to $34.3 million in Q2 2024[10]. - Wealth management revenues for Q2 2025 were $32.3 million, a 16.4% increase from $27.8 million in Q2 2024[15]. - Noninterest income for Q2 2025 was $125.46 million, a substantial increase from $34.29 million in Q2 2024, reflecting a growth of 265.5%[31]. - Total revenues for June 2025 reached $504.99 million, up 8.93% from $462.85 million in March 2025[47]. Asset and Deposit Growth - Total assets reached $54.8 billion as of June 30, 2025, reflecting an 11.0% year-over-year increase[7]. - Total deposits rose to $44.99 billion as of June 30, 2025, compared to $39.77 billion a year earlier, marking an increase of 12.5%[30]. - Total assets increased to $54.80 billion as of June 30, 2025, up from $52.59 billion at the end of 2024, representing a growth of 4.2%[30]. - Total deposits increased to $44,999,244 thousand in June 2025, compared to $44,479,463 thousand in March 2025, representing a rise of approximately 1.17%[34]. Loan Growth - Loan growth for Q2 2025 was approximately 10.7% linked-quarter annualized, with commercial and industrial loans increasing by 21.9% linked-quarter annualized[5][7]. - BHG's loan originations were $1.5 billion in Q2 2025, compared to $871 million in Q2 2024[15]. - Total loans as of June 2025 amounted to $37,105,164 thousand, up from $36,136,746 thousand in March 2025, indicating a growth of about 2.68%[34]. Cost and Efficiency - Adjusted noninterest expense for Q2 2025 was $286.3 million, up from $243.0 million in Q2 2024, reflecting a 17.8% increase[13]. - The efficiency ratio improved to 43.5% in Q2 2025, down from 49.5% in Q2 2024, indicating enhanced operational efficiency[31]. - The efficiency ratio improved to 56.72% from 59.52% year-over-year, indicating better cost management[35]. - The efficiency ratio improved to 56.72% in June 2025 from 59.52% in March 2025, indicating better cost management[47]. Capital and Equity - As of June 30, 2025, shareholders' equity to total assets was 12.1%, down from 12.5% a year earlier[19]. - The firm reported a tangible book value per common share of $58.70 as of June 30, 2025, up from $52.92 a year earlier[19]. - Total shareholders' equity increased to $6,637,237 thousand in June 2025, compared to $6,543,142 thousand in March 2025, reflecting a growth of about 1.44%[34]. - The common equity Tier one ratio was 10.7% for both June 2025 and March 2025, indicating stable capital adequacy[43]. Employee and Operational Metrics - The company hired 38 revenue producers in Q2 2025, totaling 71 hires year-to-date, supporting future growth initiatives[6]. - 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%[47]. - The annualized revenues per full-time equivalent employee increased to $558.5 thousand in June 2025, up from $522.2 thousand in March 2025, a rise of 6.94%[47]. Dividends - The company declared a quarterly cash dividend of $0.24 per common share, payable on August 29, 2025[20]. - Common dividends paid increased to $0.48 per share in 2024, up from $0.44 per share in 2023, indicating a 9.1% increase in dividend distribution[33].

Table of Contents Pinnacle Financial Partners Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 , Inc. FORM 10-Q (Exact name of registrant as specified in its charter) Tennessee 62-1812853 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) (mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OF ...