EX-99.1 2 pnfp_03312026xex991xfiling.htm EX-99.1 Document

Exhibit 99.1
pnfp_fulllogoxcmykxregistea.jpg
Media Contact
Investor Contact
Joe Bass
Jennifer H. Demba, CFA
615-743-8219Investor Relations
joe.bass@pnfp.cominvestors.pnfp.com/events-presentations

Pinnacle Financial Partners announces earnings for first quarter 2026

Diluted earnings per share of $0.89 versus $1.77 in 1Q25
Adjusted diluted earnings per share of $2.39 versus $1.90 in 1Q25

First Quarter 2026 results significantly impacted by merger with Synovus Financial Corp. on January 1

ATLANTA, Ga., April 22, 2026 - Pinnacle Financial Partners, Inc. (NYSE: PNFP) today reported financial results for the quarter ended March 31, 2026. The merger of Pinnacle Financial Partners, Inc. and Synovus Financial Corp. closed on January 1, 2026. The combination creates one of the highest-performing regional banks in the country, positioned for industry-leading revenue, earnings per share and tangible book value growth by marrying Pinnacle’s proven growth model and Synovus’ deep talent and capabilities.

“We set out to scale with a soul, and our first quarter results prove that we’re doing it. We delivered strong loan and deposit growth, expanded revenue and hired 50 new revenue producers, while moving forward with 8,500 team members who never took their eye off the client. The merger was a catalyst for growth rather than a distraction. One quarter in, with much more to prove and deliver, we are confident in the talent, culture and momentum we are building together. The best is still ahead for Pinnacle,” said Pinnacle President and CEO Kevin Blair.

First Quarter 2026 Highlights
The merger of Pinnacle Financial Partners, Inc. ("Pinnacle" or "legacy Pinnacle") and Synovus Financial Corp. ("Synovus") closed on January 1, 2026. Reported results for Pinnacle reflect the combined organization in first quarter 2026 and legacy Pinnacle in prior periods, unless stated otherwise. Linked-quarter and year-over-year comparisons are significantly impacted by the merger given the magnitude of the acquired balance sheet and the effect of purchase accounting. Prior periods' consolidated financial statements are reclassified whenever necessary to conform to the current periods' presentation.





Net income available to common shareholders was $134.7 million, or $0.89 per diluted share in first quarter 2026. Excluding merger-related expenses, investment securities gains and a valuation adjustment on certain derivatives, adjusted net income available to common shareholders was $362.7 million, or $2.39 per diluted share.
Our hiring strategy remains very successful. Pinnacle added 50 experienced revenue producers during the first quarter, compared to 41 for the combined legacy Pinnacle and Synovus in fourth quarter 2025 and 45 for the combined legacy Pinnacle and Synovus in the year ago period.
Period-end loans were $85.2 billion at March 31, 2026 while period-end deposits were $100.1 billion. Organic loan and deposit growth were substantial in the first quarter.
Net interest income was $932.7 million in first quarter 2026. On a linked-quarter basis, the net margin expanded 26 basis points to 3.53%, primarily as a result of purchase accounting accretion and fixed-rate asset repricing.
Non-interest revenue was $284.1 million in first quarter 2026. Excluding investment securities gains and a valuation adjustment on certain derivatives, adjusted non-interest revenue was $281.9 million. Year-over-year non-interest revenue growth from combined legacy Pinnacle-Synovus results was robust, largely attributable to increases in wealth management fees, loan sales and servicing fees and income from our equity method investment in BHG.
Non-interest expense was $952.2 million in the first quarter 2026. Excluding merger-related expense, non-interest expense was $677.4 million in first quarter 2026. Merger-related expense in first quarter 2026 was $275.4 million, which included merger-related equity acceleration cost. On a combined basis, the non-merger-related linked-quarter increase was driven by higher employment expenses, largely due to seasonally higher personnel costs. The efficiency ratio was 77.4% in first quarter 2026, while the adjusted tangible efficiency ratio was 51.3%. Expense management was disciplined and the majority of the merger-related expense synergies that are expected in 2026 were realized in the first quarter.
Credit performance remained strong. The non-performing asset ratio was 0.58% at period-end. Non-performing assets were impacted by two senior housing relationships that were previously rated, have a specific allowance and should be resolved this year. The first quarter 2026 net charge-off ratio was 0.23%, which was in line with expectations. Total past due loans were 0.14% of total loans outstanding.
Provision for credit losses was $75.9 million in the first quarter. The allowance for credit losses ratio (to loans) was 1.19%, while the allowance coverage of non-performing loans was 221% in first quarter 2026. Impacting the allowance for credit losses during the quarter were net loan growth, a



deterioration in the economic forecast and an increase in individually analyzed loans, partially offset by a decline in qualitative reserves.
The preliminary Common Equity Tier 1 (CET1) ratio ended first quarter 2026 at 9.83%.





First Quarter Summary
ReportedAdjusted
(dollars in millions)1Q264Q251Q251Q264Q251Q25
Net income available to common shareholders$135 $166 $136 $363 $173 $146 
Diluted earnings per share0.89 2.13 1.77 2.39 2.24 1.90 
Total revenue1,217 541 462 1,229562488
Total loans85,197 39,154 36,137 NANANA
Total deposits100,103 47,401 44,482 NANANA
Return on avg assets(1)
0.50 %1.19 %1.08 %1.26 %1.24 %1.16 %
Return on avg common equity(1)
3.96 9.76 8.80 10.65 10.20 9.40 
Return on avg tangible common equity(1)
7.58 13.59 12.61 17.69 14.19 13.47 
Net interest margin(2)
3.53 3.27 3.21 NANANA
Efficiency ratio-TE(2)(3)
77.4 54.0 58.0 51.3 52.3 56.2 
NCO ratio-QTD0.23 0.28 0.16 NANANA
NPA ratio0.58 0.36 0.48 NANANA
CET1 ratio(4)
9.83 10.88 10.70 NANANA
(1) Annualized
(2) Taxable equivalent
(3) Adjusted tangible efficiency ratio
(4) Current period ratio preliminary
NA - not applicable
Balance Sheet
Loans*
(dollars in millions)1Q264Q25Linked Quarter ChangeLinked Quarter % Change
Commercial & industrial$48,197 $22,296 $25,901 116 %
Commercial real estate23,760 11,357 12,404 109 
Consumer13,240 5,501 7,739 141 
Total loans$85,197 $39,154 $46,043 118 %

*Amounts may not total due to rounding and prior periods' consolidated financial statements are reclassified whenever necessary to conform to the current periods' presentation.


Deposits*
(dollars in millions)1Q264Q25Linked Quarter ChangeLinked Quarter % Change1Q25Year/Year ChangeYear/Year % Change
Non-interest-bearing DDA$20,388 $9,051 $11,338 125 %$8,510 $11,878 140 %
Interest-bearing DDA30,666 15,649 15,017 96 14,802 15,864 107 
Money market34,007 16,824 17,183 102 16,093 17,913 111 
Savings1,865 804 1,061 132 820 1,045 127 
Time deposits13,176 5,073 8,103 160 4,256 8,920 210 
Total deposits$100,103 $47,401 $52,702 111 %$44,482 $55,621 125 %

*Amounts may not total due to rounding and prior periods' consolidated financial statements are reclassified whenever necessary to conform to the current periods' presentation.



Income Statement Summary**
(in millions, except per share data)1Q264Q25Linked Quarter ChangeLinked Quarter % Change1Q25Year/Year ChangeYear/Year % Change
Net interest income$933$408$525 129 %$365$568 156 %
Non-interest revenue284133151 114 97187 193 
Non-interest expense952301651 216 275677 246 
Provision for (reversal of) credit losses763442 124 1759 347 
Income before taxes$189$206$(17)(8)%$170$19 11%
Income tax expense (benefit)39363031
Net income150170(20)(12)14010 7
Less: Preferred stock dividends15411 275 411 275 
Net income available to common shareholders$135$166$(31)(19)%$136$(1)(1)%
Weighted average common shares outstanding, diluted1517873 94 %7774 96 %
Diluted earnings per share$0.89$2.13$(1.24)(58)$1.77$(0.88)(50)
Adjusted diluted earnings per share2.392.240.15 1.900.49 26 
Effective tax rate21%17%18%
**    Amounts may not total due to rounding and prior periods' consolidated financial statements are reclassified whenever necessary to conform to the current periods' presentation.
NM - not meaningful





First Quarter 2026 Earnings Webcast and Conference Call
Pinnacle will host a conference call and webcast to discuss the first quarter 2026 earnings results with an accompanying slide presentation at 8 a.m. ET on April 23, 2026. Shareholders and other interested parties may listen to this conference call via simultaneous internet broadcast at investors.pnfp.com/events-presentations. Participants may also access the conference call at 888-506-0062 using the code 878834. The replay will be archived for at least 12 months and will be available approximately one hour after the call.

Pinnacle Financial Partners, Inc. (“Pinnacle”) is a $123 billion asset regional bank which provides a full range of banking, investment, trust, mortgage and insurance products and services for commercial and consumer clients who want a comprehensive relationship with their financial institution. The firm joined forces with Synovus on January 1, 2026, bringing together more than 160 years of combined banking service. Pinnacle is the largest bank headquartered in Tennessee and the largest bank holding company headquartered in Georgia. The firm is No. 1 in deposit market share in the Nashville MSA and No. 4 in the Atlanta MSA with offices in Tennessee, Georgia, Florida, North Carolina, South Carolina, Alabama, Kentucky, Virginia and Maryland (based on June 30, 2025 FDIC market share data).

Pinnacle is an employer of choice for financial services professionals. The firm is No. 12 in FORTUNE magazine’s 2026 list of 100 Best Companies to Work For® in the U.S., its tenth consecutive appearance. Pinnacle was also recognized by American Banker as No. 4 among America’s Best Banks to Work For in 2025, its 13th consecutive year on the list, and No. 1 among banks with more than $10 billion in assets.




Forward-Looking Statements
This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through Pinnacle's use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the outlook for Pinnacle's future business and financial performance and/or the performance of the banking industry and economy in general. These forward-looking statements include, among others, our expectations regarding the anticipated benefits and risks related to the recently-completed business combination with Synovus Financial Corp., our future operating and financial performance; expectations on our intended strategies, initiatives, and other operational and execution goals; expectations on credit quality and performance; and the assumptions underlying our expectations. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Pinnacle to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, Pinnacle's management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this press release. Many of these factors are beyond Pinnacle's ability to control or predict.
These forward-looking statements are based upon information presently known to management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in Pinnacle's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025, under the captions “Cautionary Notice Regarding Forward-Looking Statements” and “Risk Factors” and in Pinnacle's quarterly reports on Form 10-Q, current reports on Form 8-K and other filings and reports filed with the Securities and Exchange Commission. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.




PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED
INCOME STATEMENT DATA
20262025First Quarter
(In millions, except per share data)First QuarterFourth QuarterFirst Quarter '26 vs '25
% Change
Interest income$1,514 712 669 126 %
Interest expense581 304 304 91 
Net interest income933 408 365 156 
Provision for (reversal of) credit losses76 34 17 347 
Net interest income after provision for credit losses857 374 348 146 
Non-interest revenue:
Core banking fees91 36 32 184 
Wealth management revenue84 37 33 155 
Income from equity method investment31 31 20 55 
Capital markets income 18 500 
Total loan sales and servicing10 67 
Income from bank-owned life insurance20 12 10 100 
Investment securities gains (losses), net3 (4)(13)(123)
Other non-interest revenue27 14 350 
Total non-interest revenue284 133 97 192 
Non-interest expense:
Salaries and other personnel expense396 181 172 130 
Net occupancy, equipment, and software expense97 48 42 131 
Amortization of intangibles48 nm
FDIC insurance and other regulatory fees23 11 109 
Merger-related expense275 13 — nm
Other operating expenses113 56 49 131 
Total non-interest expense952 301 275 246 
Income before income taxes189 206 170 11 
Income tax expense39 36 30 31 
Net income150 170 140 
Less: Preferred stock dividends15 275 
Net income available to common shareholders$135 166 136 (1)%
Per share information:
Net income per common share, basic$0.89 2.16 1.78 (50)%
Net income per common share, diluted0.89 2.13 1.77 (50)
Cash dividends declared per common share0.50 0.24 0.24 108 
Return on average assets *0.50 %1.19 %1.08 %(58) bps
Return on average common equity *3.96 9.76 8.80 (484) bps
Weighted average common shares outstanding, basic151 77 77 96 %
Weighted average common shares outstanding, diluted151 78 77 96 
 nm - not meaningful
 bps - basis points
* - ratios are annualized
Amounts may not total due to rounding and percentage changes are calculated using unrounded amounts and may differ from calculations based on rounded figures.
Prior periods' consolidated financial statements are reclassified whenever necessary to conform to the current periods' presentation.



PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS – UNAUDITED
March 31, 2026December 31, 2025March 31, 2025
(In millions)
ASSETS
Cash and due from banks$609 $359 $346 
Federal funds sold, securities purchased under resale agreements, and interest earning deposits with banks5,309 3,206 3,532 
Cash, cash equivalents, and restricted cash5,918 3,565 3,878 
Investment securities held to maturity2,539 2,591 2,769 
Investment securities available for sale16,939 6,567 5,950 
Loans held for sale251 97 155 
Loans, net of deferred fees and costs85,197 39,154 36,137 
Allowance for loan losses(942)(442)(417)
Loans, net84,255 38,712 35,720 
Cash surrender value of bank-owned life insurance2,181 1,223 1,140 
Premises, equipment, and software, net907 352 333 
Goodwill3,478 1,849 1,849 
Core deposits and other intangible assets, net1,091 30 20 
Other assets5,207 2,720 2,440 
Total assets$122,766 $57,706 $54,254 
LIABILITIES AND EQUITY
Liabilities:
Deposits:
Non-interest-bearing deposits$20,388 $9,051 $8,510 
Interest-bearing deposits79,715 38,350 35,972 
Total deposits100,103 47,401 44,482 
Federal funds purchased and securities sold under repurchase agreements308 316 264 
FHLB advances and other borrowings5,741 2,205 2,312 
Other liabilities2,020 740 653 
Total liabilities108,172 50,662 47,711 
Equity:
Shareholders' equity:
Preferred stock - no par value. Authorized 110 million shares at Mar 31, 2026 and 10 million shares at Dec 31, 2025 and Mar 31, 2025, respectively; 225,000 shares, liquidation preference $225 million, 22 million shares issued and outstanding at Mar 31, 2026, and 225,000 shares, liquidation preference $225 million, issued and outstanding at Dec 31, 2025 and Mar 31, 2025, respectively781 217 217 
Common stock - $1.00 par value. Authorized 360 million shares at Mar 31, 2026 and 180 million shares authorized at Dec 31, 2025 and Mar 31, 2025, respectively; issued and outstanding 151 million, 78 million and, 78 million, respectively
151 78 78 
Additional paid-in capital10,102 3,144 3,121 
Accumulated other comprehensive income (loss), net(225)(123)(166)
Retained earnings3,785 3,728 3,294 
Total equity14,594 7,044 6,543 
Total liabilities and equity$122,766 $57,706 $54,254 
Amounts may not total due to rounding prior periods' consolidated financial statements are reclassified whenever necessary to conform to the current periods' presentation.




PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
AVERAGE BALANCES, INTEREST, AND YIELDS/RATES
(Unaudited)
First Quarter 2026First Quarter 2025
(dollars in millions)
Average BalanceInterest  Yield/
   Rate
Average BalanceInterest  Yield/
   Rate
Assets
Loans, net of deferred fees and costs(1)(2)
$83,691 $1,267 6.14 %$36,042 $556 6.24 %
Tax-exempt securities(2)(3)
3,344 33 3.99 3,247 30 3.76 
Taxable securities(3)
15,644 171 4.37 5,433 62 4.62 
Interest-earning deposits with banks5,224 47 3.67 2,645 29 4.43 
Federal funds sold and securities purchased under resale agreements    
148 6.08 58 11.35 
Other earning assets(4)
666 4.28 255 5.06 
Total interest earning assets
108,717 1,528 5.70 %47,680 682 5.79 %
Goodwill
3,583 1,849 
Core deposits and other intangible assets, net1,079 21 
Other assets(5)    
7,868 2,976 
Total assets
$121,247 $52,526 
Liabilities and Equity
Interest-bearing liabilities:
Interest-bearing demand deposits    
$30,004 $186 2.51 %$14,136 $112 3.21 %
Money market accounts
33,390 214 2.59 15,541 118 3.08 
Savings deposits
1,824 0.40 804 0.45 
Time deposits
13,662 119 3.53 4,331 43 4.01 
Federal funds purchased and securities sold under repurchase agreements    
344 1.45 231 1.78 
FHLB advances and other borrowings
4,723 59 5.08 2,305 29 5.16 
Total interest-bearing liabilities
83,947 581 2.81 %37,348 304 3.30 %
Non-interest-bearing demand deposits
20,289 8,207 
Other liabilities
2,424 455 
Total equity14,587 6,516 
Total liabilities and equity
$121,247 $52,526 
Net interest income and net interest margin, taxable equivalent (2)(6)
$947 3.53 %$378 3.21 %
Less: taxable-equivalent adjustment
14 13 
Net interest income
$933 $365 
(1)Average loans are shown net of unearned income. NPLs are included. Interest income includes fees as follows: First Quarter 2026 — $15.2 million, and First Quarter 2025 — $9.5 million.
(2)Reflects taxable-equivalent adjustments, using the statutory federal tax rate of 21%, in adjusting interest on tax-exempt loans and securities to a taxable-equivalent basis.
(3)Securities are included on an amortized cost basis with yield and net interest margin calculated accordingly.
(4)Includes loans held for sale, trading account assets, and FHLB and Federal Reserve Bank Stock.
(5)As a result of the merger, during the first quarter 2026, certain immaterial changes were made to integrate the presentation of the legacy banks' yield on investment securities, which included presenting average unrealized losses on investment securities available for sale of $(97.9) million as a component of other assets.
(6)The net interest margin is calculated by dividing annualized net interest income-taxable equivalent (TE) by average total interest earning assets.
Amounts may not total due to rounding



PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
LOANS OUTSTANDING BY TYPE
(Unaudited)Total LoansTotal LoansLinked Quarter
(Dollars in millions)
Loan TypeMarch 31, 2026December 31, 2025% Change
Commercial, Financial, and Agricultural$34,151 $16,549 106 %
Owner-Occupied14,046 5,747 144 
Total Commercial & Industrial48,197 22,296 116 
Multi-Family7,073 3,433 106 
Hotels2,554 573 345 
Office Buildings2,759 1,176 135 
Shopping Centers3,356 1,307 157 
Warehouses3,101 2,087 49 
Other Investment Property2,045 919 123 
Total Investment Properties20,888 9,496 120 
1-4 Family Construction769 524 47 
1-4 Family Investment Mortgage1,166 761 53 
Total 1-4 Family Properties1,935 1,284 51 
Commercial Development293 175 68 
Residential Development377 273 38 
Land Acquisition268 128 109 
Land and Development937 576 63 
Total Commercial Real Estate23,760 11,357 109 
Consumer Mortgages8,234 3,456 138 
Home Equity 3,157 1,374 130 
Credit Cards227 53 329 
Other Consumer Loans1,622 619 162 
Total Consumer13,240 5,501 141 
Total$85,197 $39,154 118 %
NON-PERFORMING LOANS COMPOSITION
(Unaudited)Total
Non-performing Loans
Total
Non-performing Loans
Linked Quarter
(Dollars in millions)
Loan TypeMarch 31, 2026December 31, 2025% Change
Commercial, Financial, and Agricultural$174 $49 256 %
Owner-Occupied74 nm
Total Commercial & Industrial247 54 355 
Multi-Family35 34 
Office Buildings34 810
Shopping Centers2 — nm
Other Investment Property50 10 412 
Total Investment Properties121 48 152
1-4 Family Construction1 — nm
1-4 Family Investment Mortgage4 138 
Total 1-4 Family Properties5 139 
Land and Development — nm
Total Commercial Real Estate126 50 152 
Consumer Mortgages61 23 169 
Home Equity 18 208 
Other Consumer Loans7 — nm
Total Consumer85 29 195 
Total$459 $133 244 %
nm - not meaningful
Amounts may not total due to rounding and percentage changes are calculated using unrounded amounts and may differ from calculations based on rounded figures.
Prior periods' consolidated financial statements are reclassified whenever necessary to conform to the current periods' presentation.



PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CREDIT QUALITY DATA
(Unaudited)
(Dollars in millions)20262025First Quarter
FirstFourthFirst '26 vs '25
QuarterQuarterQuarter% Change
Non-performing Loans (NPLs)$459 133 171 168 %
Other Real Estate and Other Assets32 nm
Non-performing Assets (NPAs)491 141 175 181 
Allowance for Loan Losses (ALL)942 442 417 126 
Reserve for Unfunded Commitments72 16 12 500 
Allowance for Credit Losses (ACL)
1,014 458 430 136 
Net Charge-Offs - Quarter49 27 14 
Net Charge-Offs - YTD49 77 14 
Net Charge-Offs / Average Loans - Quarter (1)
0.23 %0.28 0.16 
Net Charge-Offs / Average Loans - YTD (1)
0.23 0.21 0.16 
NPLs / Loans0.54 0.34 0.47 
NPAs / Loans, ORE and specific other assets0.58 0.36 0.48 
ACL/Loans1.19 1.17 1.19 
ALL/Loans1.11 1.13 1.16 
ACL/NPLs221.03 343.19 250.59 
ALL/NPLs205.21 331.09 243.32 
Past Due Loans over 90 days and Still Accruing$8 100 
As a Percentage of Loans Outstanding0.01 %0.01 0.01 
Total Past Due Loans and Still Accruing$117 57 52 125 
As a Percentage of Loans Outstanding0.14 %0.14 0.14 
(1) Ratio is annualized.
Amounts may not total due to rounding and percentage changes are calculated using unrounded amounts and may differ from calculations based on rounded figures.
SELECTED CAPITAL INFORMATION (1)
(Unaudited)
(Dollars in millions)
March 31, 2026December 31, 2025
Common Equity Tier 1 Capital Ratio9.83 %10.88 
Tier 1 Capital Ratio10.62 11.34 
Total Risk-Based Capital Ratio12.34 12.97 
Tier 1 Leverage Ratio8.93 9.57 
Total Shareholders' Equity as a Percentage of Total Assets 11.89 12.21 
Tangible Common Equity Ratio (2)
7.82 8.86 
Book Value Per Common Share (3)
$91.42 87.90 
Tangible Book Value Per Common Share (4)
61.18 63.71 
(1) Current quarter regulatory capital information is preliminary.
(2) See "Non-GAAP Financial Measures" for applicable reconciliation.
(3) Book Value Per Common Share consists of Total Shareholders’ Equity less Preferred Stock divided by total common shares outstanding.
(4) Tangible Book Value Per Common Share consists of Total Shareholders’ Equity less Preferred Stock and less the carrying value of goodwill and other intangible assets divided by total common shares outstanding.



Non-GAAP Financial Measures

The measures entitled adjusted non-interest revenue, non-interest expense; adjusted revenue taxable equivalent (TE); adjusted tangible efficiency ratio; adjusted pre-provision net revenue (PPNR); adjusted return on average assets; adjusted net income available to common shareholders; adjusted diluted earnings per share; adjusted return on average common equity; return on average tangible common equity; adjusted return on average tangible common equity; tangible common equity ratio; and tangible book value per common share are not measures recognized under GAAP and therefore are considered non-GAAP financial measures. The most comparable GAAP measures to these measures are total non-interest revenue; total non-interest expense; total revenue; efficiency ratio-TE; PPNR; return on average assets; net income available to common shareholders; diluted earnings per share; return on average common equity; the ratio of total shareholders' equity to total assets and book value per common share, respectively.

Management believes that these non-GAAP financial measures provide meaningful additional information about Pinnacle to assist management and investors in evaluating its operating results, financial strength, the performance of its business, and the strength of its capital position. However, these non-GAAP financial measures have inherent limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of operating results or capital position as reported under GAAP. The non-GAAP financial measures should be considered as additional views of the way our financial measures are affected by significant items and other factors, and since they are not required to be uniformly applied, they may not be comparable to other similarly titled measures at other companies. Adjusted non-interest revenue and adjusted revenue (TE) are measures used by management to evaluate non-interest revenue exclusive of net investment securities gains (losses), fair value adjustments on non-qualified deferred compensation and other items not indicative of ongoing operations that could impact period-to-period comparisons. Adjusted non-interest expense and the adjusted tangible efficiency ratio are measures utilized by management to measure the success of expense management initiatives focused on reducing recurring controllable operating costs. Adjusted net income available to common shareholders, adjusted net income per common share, diluted, adjusted return on average assets and adjusted return on average common equity are measures used by management to evaluate operating results exclusive of items that are not indicative of ongoing operations and impact period-to-period comparisons. Adjusted PPNR is used by management to evaluate PPNR exclusive of items that management believes are not indicative of ongoing operations and impact period-to-period comparisons. Return on average tangible common equity and adjusted return on average tangible common equity are measures used by management to compare Pinnacle's performance with other financial institutions because it calculates the return available to common shareholders without the impact of intangible assets and their related amortization, thereby allowing management to evaluate the performance of the business consistently. The tangible common equity ratio is used by stakeholders to assess our capital position. Tangible book value per common share is used by stakeholders to assess our financial stability and value. The computations of these measures are set forth in the tables below.
Reconciliation of Non-GAAP Financial Measures
(dollars in millions)1Q264Q251Q25
Adjusted non-interest revenue
Total non-interest revenue$284 $133 $97 
Investment securities (gains) losses, net(3)13 
Fair value adjustment on non-qualified deferred compensation1 — — 
Adjusted non-interest revenue$282 $137 $110 
Adjusted non-interest expense
Total non-interest expense$952 $301 $275 
Merger-related expense
(275)(13)— 
FDIC Special Assessment — 
Valuation adjustment to Visa derivative(1)— — 
Fair value adjustment on non-qualified deferred compensation1 — — 
Adjusted non-interest expense
$677 $296 $275 



Reconciliation of Non-GAAP Financial Measures, continued
(dollars in millions)1Q264Q251Q25
Adjusted revenue (TE) and tangible efficiency ratio
Adjusted non-interest expense
$677 $296 $275 
Amortization of intangibles(48)(1)(1)
Adjusted tangible non-interest expense
$629 $295 $274 
Net interest income
$933 $408 $365 
Tax equivalent adjustment14 17 13 
Net interest income (TE)947 425 378 
Net interest income$933 $408 $365 
Total non-interest revenue
284 133 97 
Total revenue
$1,217 $541 $462 
Tax equivalent adjustment14 17 13 
Total TE revenue1,231 558 475 
Investment securities losses (gains), net(3)13 
Fair value adjustment on non-qualified deferred compensation1 — — 
Adjusted revenue (TE)
$1,229 $562 $488 
Efficiency ratio-TE (1)
77.4 %54.0 %58.0 %
Adjusted tangible efficiency ratio (1)
51.3 52.3 56.2 
Adjusted pre-provision net revenue
Net interest income$933 $408 $365 
Total non-interest revenue284 133 97 
Total non-interest expense(952)(301)(275)
Pre-provision net revenue (PPNR)$265 $240 $187 
Adjusted revenue (TE)
$1,229 $562 $488 
Adjusted non-interest expense
(677)(296)(275)
Adjusted PPNR$551 $267 $212 
(1) Amounts have been calculated using whole dollar values.
Amounts may not total due to rounding



Reconciliation of Non-GAAP Financial Measures, continued
(In millions, except per share data)1Q264Q251Q25
Adjusted return on average assets (annualized)
Net income$150 $170 $140 
Valuation adjustment to Visa derivative 1 — — 
Investment securities losses (gains), net(3)13 
Merger-related expense (1)
275 13 — 
FDIC Special Assessment (8)— 
Tax effect of adjustments (2)
(45)(2)(3)
Adjusted net income$378 $177 $150 
Net income annualized (3)
$606 $674 $569 
Adjusted net income annualized (3)
$1,531 $704 $607 
Total average assets$121,247 $56,706 $52,526 
Return on average assets (annualized) (3)
0.50 %1.19 %1.08 %
Adjusted return on average assets (annualized) (3)
1.26 1.24 1.16 
Adjusted net income available to common shareholders and adjusted diluted earnings per share
Net income available to common shareholders$135 $166 $136 
Valuation adjustment to Visa derivative1 — — 
Investment securities losses (gains), net(3)13 
Merger-related expense (1)
275 13 — 
FDIC Special Assessment (8)— 
Tax effect of adjustments (2)
(45)(2)(3)
Adjusted net income available to common shareholders$363 $173 $146 
Weighted average common shares outstanding, diluted151 78 77 
Diluted earnings per share (3)
$0.89 $2.13 $1.77 
Adjusted diluted earnings per share (3)
2.39 2.24 1.90 
(1) A portion of this item was non-taxable.
(2) A blended tax rate of 16.4% was applied for 2026 which takes into consideration the deductibility and non-deductibility of certain merger-related expense items for tax purposes. For 2025 an assumed marginal tax rate of 25% was applied.
(3) Amounts have been calculated using whole dollar values.
Amounts may not total due to rounding



Reconciliation of Non-GAAP Financial Measures, continued
(dollars in millions)1Q264Q251Q25
Adjusted return on average common equity, return on average tangible common equity, and adjusted return on average tangible common equity (annualized)
Net income available to common shareholders$135 $166 $136 
Valuation adjustment to Visa derivative 1 — — 
Investment securities losses (gains), net(3)13 
Merger-related expense (1)
275 13 — 
FDIC Special Assessment (8)— 
Tax effect of adjustments (2)
(45)(2)(3)
Adjusted net income available to common shareholders
$363 $173 $146 
Adjusted net income available to common shareholders annualized (3)
$1,471 $689 $591 
Amortization of intangibles, tax effected, annualized (2)(3)
147 
Adjusted net income available to common shareholders excluding amortization of intangibles annualized (3)
$1,618 $693 $595 
Net income available to common shareholders annualized (3)
$546 $659 $553 
Amortization of intangibles, tax effected, annualized (2)(3)
147 
Net income available to common shareholders excluding amortization of intangibles annualized (3)
$693 $663 $557 
Total average shareholders' equity less preferred stock$13,805 $6,750 $6,299 
Average goodwill(3,583)(1,849)(1,849)
Average other intangible assets, net(1,079)(24)(21)
Total average tangible shareholders' equity less preferred stock$9,144 $4,877 $4,429 
Return on average common equity (annualized) (3)
3.96 %9.76 %8.80 %
Adjusted return on average common equity (annualized) (3)
10.65 10.20 9.40 
Return on average tangible common equity (annualized) (3)
7.58 13.59 12.61 
Adjusted return on average tangible common equity (annualized) (3)
17.69 14.19 13.47 
(1) A portion of this item was non-taxable.
(2) A blended tax rate of 16.4% was applied for 2026 which takes into consideration the deductibility and non-deductibility of certain merger-related expense items for tax purposes, with the exception of amortization of intangibles which applied an assumed 24% marginal rate. For 2025 an assumed marginal tax rate of 25% was applied.
(3) Amounts have been calculated using whole dollar values.
Amounts may not total due to rounding



(dollars in millions)March 31, 2026December 31, 2025March 31, 2025
Tangible common equity ratio
Total assets$122,766 $57,706 $54,254 
Goodwill(3,478)(1,849)(1,849)
Core deposits and other intangible assets, net(1,091)(30)(20)
Tangible assets$118,196 $55,827 $52,385 
Total shareholders’ equity$14,594 $7,044 $6,543 
Goodwill(3,478)(1,849)(1,849)
Core deposits and other intangible assets, net(1,091)(30)(20)
Preferred Stock, no par value
(781)(217)(217)
Tangible common equity$9,244 $4,948 $4,457 
Total shareholders’ equity to total assets ratio (1)
11.89 %12.21 %12.06 %
Tangible common equity ratio (1)
7.82 8.86 8.51 
Tangible common equity$9,244 $4,948 $4,457 
Common shares outstanding151 78 78 
Book value per common share (1)
$91.42 87.90 81.57 
Tangible book value per common share (1)
$61.18 $63.71 $57.47 
(1) Amounts have been calculated using whole dollar values.
Amounts may not total due to rounding