pnfp-20260930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 10-Q

______________________________

☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2026

Commission file number 1-43038

______________________________

PINNACLE FINANCIAL PARTNERS, INC.

(Exact name of registrant as specified in its charter)

______________________________


Georgia						39-3738880
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3400 Overton Park Drive

Atlanta,

Georgia

30339

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (706) 641-6500

______________________________


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 Par Value	PNFP	New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A	PNFP - PrA	New York Stock Exchange
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B	PNFP - PrB	New York Stock Exchange
Depositary Shares, each representing 1/40 interest in a Share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock Series C	PNFP - PrC	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

_____________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 29, 2026, 151,121,528 shares of the registrant's common stock, $1.00 par value, were outstanding.

Table of Contents

Page

Part I.

Financial Information

Index of Defined Terms

Item 1.

Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025

Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2026 and 2025

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2026 and 2025

Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three and Nine Months Ended September 30, 2026 and 2025

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025

Notes to Unaudited Interim Condensed Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II.

Other Information

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures

Table of Contents

PINNACLE FINANCIAL PARTNERS, INC.

INDEX OF DEFINED TERMS

Throughout this discussion, references to "Pinnacle", "we", "our", "us", "the Company" and similar terms refer to the consolidated entity consisting of Pinnacle Financial Partners, Inc. and its subsidiaries unless the context indicates that we refer only to the Parent Company, Pinnacle Financial Partners, Inc. When we refer to the "Bank" or "Pinnacle Bank" we mean our only bank subsidiary, Pinnacle Bank.

ACL – Allowance for credit losses (ALL, reserve on unfunded loan commitments, and reserve, if required, on debt securities and other receivables)

AFS – Available for sale

ALCO – Pinnacle's Asset Liability Management Committee

ALL – Allowance for loan losses

AOCI – Accumulated other comprehensive income (loss)

ASC – Accounting Standards Codification

ASU – Accounting Standards Update

ATM – Automatic teller machine

Basel III – The third Basel Accord developed by the Basel Committee on Banking Supervision to strengthen existing regulatory capital requirements

BHG – Bankers Healthcare Group, LLC

Board – Pinnacle's Board of Directors

BOLI – Bank-owned life insurance policies

bp(s) – Basis point(s)

C&I – Commercial and industrial

CCAR – Comprehensive Capital Analysis and Review

CECL – Current expected credit losses

CET1 – Common Equity Tier 1 Capital defined by Basel III capital rules

CIB – Corporate and Investment Banking

CMO – Collateralized mortgage obligation

CODM – Chief operating decision maker

Company – Pinnacle Financial Partners, Inc. and its wholly-owned subsidiaries, except where the context indicates otherwise

Covered Litigation – Certain Visa litigation for which Visa is indemnified by Visa USA members

CRA – Community Reinvestment Act

CRE – Commercial real estate

DCF – Discounted cash flow

ERM – Enterprise risk management

EVE – Economic value of equity

Exchange Act – Securities Exchange Act of 1934, as amended

FASB – Financial Accounting Standards Board

FDIC – Federal Deposit Insurance Corporation

FDM – Financial Difficulty Modification

Table of Contents

Federal Reserve Bank – One of the 12 banks that are the operating arms of the U.S. central bank. They implement the policies of the Federal Reserve Board, supervise bank holding companies and certain banking institutions, and also conduct economic research

Federal Reserve Board – The 7-member Board of Governors that oversees the Federal Reserve System, establishes monetary policy (interest rates, credit, etc.), and monitors the economic health of the country. Its members are appointed by the President, subject to Senate confirmation, and serve 14-year terms

Federal Reserve System or Federal Reserve – The Federal Reserve Board plus 12 Federal Reserve Banks, with each one serving member banks in its own district. The Federal Reserve has broad regulatory powers over the money supply and the credit structure of the economy

FFIEC – Federal Financial Institutions Examination Council

FFIEC Retail Credit Classification Policy – FFIEC Uniform Retail Credit Classification and Account Management Policy

FHLB – Federal Home Loan Bank

FICO – Fair Isaac Corporation

FOMC – Federal Open Market Committee

FRB – Federal Reserve Bank

FTP – Funds transfer pricing

GA DBF – Georgia Department of Banking and Finance

GAAP – Generally Accepted Accounting Principles in the United States of America

HTM – Held to maturity

Interagency Supervisory Guidance – Interagency Supervisory Guidance on Allowance for Loan and Lease Losses Estimation Practices for Loans and Lines of Credit Secured by Junior Liens on 1-4 Family Residential Properties

Legacy Pinnacle - Pinnacle Financial Partners, Inc., a Tennessee corporation

LIHTC – Low Income Housing Tax Credit

LTV – Loan-to-collateral value ratio

MBS – Mortgage-backed security

Merger - The merger of Synovus and Legacy Pinnacle into Steel Newco, Inc., a Georgia corporation, on January 1, 2026, with the name of Steel Newco, Inc. changing thereafter to Pinnacle Financial Partners, Inc.

MPS – Merchant processing servicer(s)

NAICS – North American Industry Classification System

nm – not meaningful

NPA – Non-performing assets

NPL – Non-performing loans

NSF – Non-sufficient funds

OCC – Office of the Comptroller of the Currency

OCI – Other comprehensive income (loss)

ORE – Other real estate

Parent Company – Pinnacle Financial Partners, Inc.

Pinnacle – Pinnacle Financial Partners, Inc., a Georgia corporation

Pinnacle Bank – A Tennessee state-chartered bank and wholly-owned subsidiary of Pinnacle, through which Pinnacle conducts its banking operations

Pinnacle's 2025 Form 10-K – Pinnacle's Annual Report on Form 10-K for the year ended December 31, 2025

PCD - Purchase credit deteriorated

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PPNR – Pre-provision net revenue

PSU – Performance share units

Report – This Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026

RSU – Restricted share units

RWA - Risk weighted asset

SBA – Small Business Administration

SBIC – Small Business Investment Company

SEC – U.S. Securities and Exchange Commission

Securities Act – Securities Act of 1933, as amended

SOFR – Secured Overnight Financing Rate

Synovus – Synovus Financial Corp., a Georgia corporation

Synovus Bank – A Georgia state-chartered bank and wholly-owned subsidiary of Synovus, through which Synovus conducted its banking operations prior

to the Merger

TDFI - Tennessee Department of Financial Institutions

TE – Taxable equivalent

Treasury – United States Department of Treasury

UPB – Unpaid principal balance

U.S. – United States

Visa – The Visa U.S.A., Inc. card association or its affiliates, collectively

Visa Class A shares – Class A shares of common stock issued by Visa are publicly traded shares which are not subject to restrictions on sale

Visa Class B shares – Class B shares of common stock issued by Visa which are subject to restrictions with respect to sale until all of the Covered Litigation has been settled. Class B (B-1 and B-2) shares will be convertible into Visa Class A shares using a then-current conversion ratio upon the lifting of restrictions with respect to sale of Visa Class B shares

Visa derivative – A derivative contract with the purchaser of Visa Class B shares which provides for settlements between the purchaser and Synovus based upon a change in the ratio for conversion of Visa Class B shares into Visa Class A shares

iii

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)


(in millions, except share and per share data)	September 30, 2026		December 31, 2025
ASSETS
Cash and due from banks	$	545	$	359
Federal funds sold, securities purchased under resale agreements, and interest earning deposits with banks	6,676		3,206


Total cash, cash equivalents, and restricted cash	7,221		3,565
Investment securities held to maturity, net	2,380		2,591
Investment securities available for sale	18,190		6,567
Loans held for sale (includes $28 million at fair value as of Sep 30, 2026 and none at fair value as of Dec 31, 2025)	686		97
Loans, net of deferred fees and costs	89,808		39,154
Allowance for loan losses	(986)		(442)
Loans, net	88,822		38,712
Premises, equipment, and software, net	895		352
Cash surrender value of bank-owned life insurance	2,218		1,223
Goodwill	3,484		1,849
Core deposits and other intangible assets, net	999		30
Other assets	5,790		2,720
Total assets	$	130,685	$	57,706
LIABILITIES AND EQUITY
Liabilities
Deposits:
Non-interest-bearing deposits	$	20,912	$	9,051
Interest-bearing deposits	82,124		38,350
Total deposits	103,036		47,401
Federal funds purchased and securities sold under repurchase agreements	586		316

FHLB advances and other borrowings	9,985		2,205
Other liabilities	2,468		740
Total liabilities	116,075		50,662
Equity
Shareholders' equity:
Preferred stock — no par value per share, liquidation preference $225 million non-cumulative perpetual preferred stock
Authorized — 110 million shares at Sep 30, 2026 and 10 million shares at Dec 31, 2025
Issued and outstanding — 22 million shares at Sep 30, 2026 and 225,000 shares at Dec 31, 2025	781		217
Common stock — $1.00 par value
Authorized — 360 million shares at Sep 30, 2026 and 180 million shares at Dec 31, 2025
Issued and outstanding — 151 million shares at Sep 30, 2026 and 78 million at Dec 31, 2025	151		78
Additional paid-in capital	10,138		3,144

Accumulated other comprehensive income (loss), net	(771)		(123)
Retained earnings	4,311		3,728


Total equity	14,610		7,044
Total liabilities and equity	$	130,685	$	57,706

See accompanying notes to unaudited interim condensed consolidated financial statements.

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PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollar amounts in millions, except per share data, share count in thousands)	2026		2025		2026		2025
Interest income:
Loans, including fees	$	1,361	$	589	$	3,931	$	1,707
Investment securities	224		95		629		276


Other earning assets	54		38		161		103
Total interest income	1,639		722		4,721		2,086
Interest expense:
Deposits	561		294		1,616		852


FHLB advances and other borrowings	90		29		226		87
Federal funds purchased and securities sold under repurchase agreements	2		2		4		4
Total interest expense	653		325		1,846		943
Net interest income	986		397		2,875		1,143
Provision for credit losses	86		32		224		73
Net interest income after provision for credit losses	900		365		2,651		1,070
Non-interest revenue:
Core banking fees	96		34		280		98
Wealth management revenue	88		38		257		103
Income from equity method investment	48		41		103		87
Capital markets income	17		4		53		11
Total loan sales and servicing	8		5		27		17
Income from bank-owned life insurance	21		12		60		35
Investment securities gains (losses), net	(1)		—		(27)		(13)
Other non-interest revenue	49		13		104		31
Total non-interest revenue	326		147		857		369
Non-interest expense:
Salaries and other personnel expense	398		185		1,172		537
Net occupancy, equipment, and software expense	101		45		300		131
Amortization of intangibles	46		2		140		4
FDIC insurance and other regulatory fees	20		11		63		30
Merger-related expense	56		8		382		8
Other operating expense	128		52		366		154
Total non-interest expense	749		303		2,423		864
Income before income taxes	477		209		1,085		575
Income tax expense	98		36		228		102
Net income	379		173		857		473


Less: Preferred stock dividends	15		4		45		12
Net income available to common shareholders	$	364	$	169	$	812	$	461
Net income per common share, basic	$	2.41	$	2.20	$	5.38	$	6.00
Net income per common share, diluted	2.40		2.19		5.36		5.96
Weighted average common shares outstanding, basic	151,113		76,904		151,072		76,841
Weighted average common shares outstanding, diluted	151,718		77,310		151,553		77,243

See accompanying notes to unaudited interim condensed consolidated financial statements.

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PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026			2025		2026		2025
(in millions)
Net income	$	379		$	173	$	857	$	473
Unamortized holding gains on securities transferred to held to maturity, net of tax

Reclassification adjustment for accretion of unrealized holding gains on HTM securities, net of tax	(1)			(2)		(4)		(6)
Net change	(1)			(2)		(4)		(6)
Unrealized gains (losses) on securities available for sale, net of tax
Change in net unrealized gains (losses) on AFS securities arising during the period, net of tax	(511)			70		(634)		5
Reclassification adjustment for realized (gains) losses on sale of AFS securities included in net income, net of tax	1			—		21		9
Net change	(510)			70		(613)		14
Unrealized gains (losses) on derivative instruments designated as cash flow hedges, net of tax
Change in net unrealized gains (losses) on cash flow hedges arising during the period, net of tax	(12)			(10)		(30)		—
Reclassification adjustment for realized (gains) losses on cash flow hedges included in net income, net of tax	(1)			—		(1)		—
Net change	(13)			(10)		(31)		—
Total other comprehensive income (loss)	(524)			58		(648)		8
Comprehensive income (loss)	$	(145)		$	231	$	209	$	481

See accompanying notes to unaudited interim condensed consolidated financial statements.

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PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(unaudited)




(in millions, except per share data)	Preferred Stock		Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total
Balance at June 30, 2026	$	781	$	151	$	10,120	$	(247)	$	4,023	$	14,828

Net income	—		—		—		—		379		379
Other comprehensive loss, net of income taxes	—		—		—		(524)		—		(524)
Cash dividends paid on common stock - $0.50 per share	—		—		—		—		(76)		(76)
Cash dividends declared on preferred stock(1)	—		—		—		—		(15)		(15)



Compensation expense for restricted share awards, RSUs and PSUs	—		—		18		—		—		18



Balance at September 30, 2026	$	781	$	151	$	10,138	$	(771)	$	4,311	$	14,610

Balance at June 30, 2025	$	217	$	78	$	3,131	$	(218)	$	3,429	$	6,637

Net income	—		—		—		—		173		173
Other comprehensive income, net of income taxes	—		—		—		58		—		58
Cash dividends paid on common stock - $0.24 per share	—		—		—		—		(18)		(18)
Cash dividends paid on preferred stock - $16.88 per share	—		—		—		—		(4)		(4)


Restricted shares withheld for taxes and related tax benefit	—		—		(1)		—		—		(1)


Compensation expense for restricted share awards, RSUs and PSUs	—		—		11		—		—		11

Balance at September 30, 2025	$	217	$	78	$	3,141	$	(160)	$	3,580	$	6,856

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(in millions, except per share data)	Preferred Stock		Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total

Balance at December 31, 2025	$	217	$	78	$	3,144	$	(123)	$	3,728	$	7,044

Net income	—		—		—		—		857		857
Other comprehensive loss, net of income taxes	—		—		—		(648)		—		(648)
Cash dividends declared on common stock - $1.50 per share	—		—		—		—		(226)		(226)
Cash dividends declared on preferred stock(2)	—		—		—		—		(45)		(45)

Issuance of common stock pursuant to RSU and PSU agreements, net of shares withheld for taxes and related tax benefits	—		—		(70)		—		(3)		(73)

Compensation expense for restricted share awards, RSUs and PSUs	—		—		126		—		—		126
Issuance of preferred stock related to merger	564		—		—		—		—		564
Issuance of common stock related to merger	—		73		6,938		—		—		7,011

Balance at September 30, 2026	$	781	$	151	$	10,138	$	(771)	$	4,311	$	14,610

Balance at December 31, 2024	$	217	$	77	$	3,130	$	(168)	$	3,176	$	6,432

Net income	—		—		—		—		473		473
Other comprehensive income, net of income taxes	—		—		—		8		—		8
Cash dividends declared on common stock - $0.72 per share	—		—		—		—		(57)		(57)
Cash dividends declared on preferred stock - $50.64 per share	—		—		—		—		(12)		(12)


Restricted shares withheld for taxes and related tax benefit	—		1		(8)		—		—		(7)
Issuance of common stock pursuant to RSU and PSU agreements, net of shares withheld for taxes and related tax benefits	—		—		(13)		—		—		(13)
Compensation expense for restricted share awards, RSUs and PSUs	—		—		32		—		—		32



Balance at September 30, 2025	$	217	$	78	$	3,141	$	(160)	$	3,580	$	6,856

(1) For the three months ended September 30, 2026, dividends per share were $0.47 for Series A, $0.52 for Series B, and $16.88 for Series C Preferred Stock.

(2) For the nine months ended September 30, 2026, dividends per share were $1.39 for Series A, $1.57 for Series B, and $50.64 for Series C Preferred Stock.

See accompanying notes to unaudited interim condensed consolidated financial statements.

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PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
(in millions)	2026		2025
Operating Activities
Net income	$	857	$	473
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, amortization, and accretion, net	264		115
Provision for credit losses	224		73
Investment securities (gains) losses, net	27		13
Deferred income tax expense (benefit)	133		(23)
Originations of loans held for sale	(8,842)		(2,465)
Proceeds from sales and payments on loans held for sale	8,311		2,492
Gain on sales of loans held for sale, net	(13)		(7)
Income from equity method investment	(103)		(87)
Dividends received from equity method investment	83		135
Share-based compensation expense	130		32
Decrease (increase) in other assets	266		(61)
Increase (decrease) in other liabilities	57		(35)




Other	(2)		(12)
Net cash provided by (used in) operating activities	1,392		643
Investing Activities
Acquisition, net of cash acquired(1)	2,538		—

Proceeds from maturities and principal collections of investment securities held to maturity	191		132

Proceeds from maturities and principal collections of investment securities available for sale	2,183		660
Proceeds from sales of investment securities available for sale	6,287		188
Purchases of investment securities available for sale	(11,117)		(1,610)
Net proceeds from sales of loans	27		9

Net (increase) decrease in loans	(6,752)		(2,522)
Net (purchases) redemptions of Federal Home Loan Bank stock	(255)		11
Net (purchases) redemptions of Federal Reserve Bank stock	(341)		—
Net proceeds from settlement (purchases) of bank-owned life insurance policies	6		(147)
Increase in other investments, net	(147)		(171)
Net increase in premises, equipment and software	(49)		(58)

Other	85		(80)
Net cash provided by (used in) investing activities	(7,344)		(3,588)
Financing Activities
Net increase (decrease) in deposits	4,346		2,884
Net increase (decrease) in federal funds purchased and securities sold under repurchase agreements	221		95

Repayments and redemption of FHLB and other borrowings	(15,763)		(117)
Proceeds from FHLB and other borrowings	21,146		—
Dividends paid to common shareholders	(226)		(57)
Dividends paid to preferred shareholders	(45)		(11)

Issuances, net of taxes paid, under equity compensation plans	(73)		(20)
Other	2		—
Net cash provided by (used in) financing activities	9,608		2,774
Increase (decrease) in cash and cash equivalents including restricted cash	3,656		(171)
Cash, cash equivalents, and restricted cash, at beginning of period	3,565		3,436
Cash, cash equivalents, and restricted cash at end of period	$	7,221	$	3,265

Supplemental Disclosures:
Income taxes paid, net of refunds	$	28	$	69
Interest paid	1,826		950

(1) Cash acquired as part of the Merger with Synovus. Refer to Note 2 - Business Combination in this Report, for more detailed information regarding the Merger.

See accompanying notes to unaudited interim condensed consolidated financial statements.

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Notes to Unaudited Interim Condensed Consolidated Financial Statements

Note 1 - Basis of Presentation and Accounting Policies

General

The accompanying unaudited interim condensed consolidated financial statements of Pinnacle Financial Partners, Inc. include the accounts of the Parent Company and its consolidated subsidiaries. Pinnacle, headquartered in Atlanta, Georgia, is a financial holding company whose primary business is conducted by its wholly-owned subsidiary, Pinnacle Bank. Pinnacle Bank is a Tennessee state-chartered bank headquartered in Nashville, Tennessee. Pinnacle Bank also holds a 49% interest in Bankers Healthcare Group, LLC (BHG), a company that primarily serves as a full-service commercial loan provider to healthcare and other professional practices and providers but also makes consumer loans for various purposes. Pinnacle Bank provides a full range of banking services, including investment, mortgage, insurance and comprehensive wealth management services, in several primarily urban markets and their surrounding communities.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the instructions to the SEC Form 10-Q and Article 10 of Regulation S-X; therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, comprehensive income (loss), and cash flows in conformity with GAAP. All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the consolidated financial position and results of operations for the periods covered by this Report have been included. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes appearing in Pinnacle's 2025 Form 10-K. We have described relevant updates to the significant accounting policies presented in Pinnacle's 2025 Form 10-K below, as the updates are primarily a result of the Merger. Refer to Note 2 - Business Combination, for more information related to the Merger.

Reclassifications

Prior periods consolidated financial statements are reclassified whenever necessary to conform to the current period's presentation.

Use of Estimates in the Preparation of Financial Statements

In preparing the consolidated financial statements in accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the respective consolidated balance sheets and the reported amounts of revenue and expense for the periods presented. Actual results could differ significantly from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the ACL, estimates of fair value, income taxes, contingent liabilities and the purchase price allocation associated with the Merger.

Business Combinations

Business combinations are accounted for under the acquisition method, in which the identifiable assets acquired and liabilities assumed are generally measured and recognized at fair value as of the acquisition date, with the excess of the purchase price over the fair value of the net assets acquired capitalized as goodwill. Items such as acquired right-of-use (ROU) lease assets and operating lease liabilities as lessee, employee benefit plans, and income-tax related balances are recognized in accordance with other applicable GAAP, which may result in measurements that differ from fair value. Business combinations are included in the consolidated financial statements from the respective dates of acquisition. Historical reporting periods reflect only the results of Legacy Pinnacle operations. Merger-related expenses are recorded in non-interest expense in the period incurred. Additional information regarding the Merger can be found in Note 2 - Business Combination.

Allowance for Credit Losses (ACL)

The Company estimates its ACL in accordance with the CECL methodology as required by ASC 326. Management assesses the adequacy of the ACL on a quarterly basis. This assessment includes procedures to estimate expected credit losses and to evaluate the appropriateness of the resulting allowance balance. The ACL represents management’s estimate of expected credit losses over the remaining contractual life of loans held for investment as of the balance sheet date.

The ACL is based on management’s evaluation of historical loss experience, current conditions, and reasonable and supportable forecasts of future economic conditions. In developing the estimate, management considers asset quality trends, portfolio composition and concentrations, borrower performance and repayment capacity (including the timing of future payments), collateral values, industry conditions, underwriting standards, risk rating migration, policy exceptions, results of internal and independent loan reviews, peer and regulatory information, and other qualitative factors deemed relevant. The ACL is increased through the provision for credit losses and reduced by charge‑offs, net of recoveries.

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Credit Loss Estimation Methodologies

The Company’s loan loss estimation process is designed to reflect the unique risk characteristics of its loan portfolio segments—Commercial & Industrial, Commercial Real Estate, and Consumer—while applying a consistent, principles‑based framework across all segments. Each portfolio segment is further disaggregated into loan classes, which represent the level at which credit risk is evaluated and credit quality is monitored.

Expected credit losses are estimated over the contractual life of the loan, adjusted for expected prepayments and curtailments, using modeling approaches that incorporate key drivers of credit risk, including borrower default risk, exposure at default, and expected loss severity. These estimates rely on forecasted probabilities of default and loss severity assumptions informed by historical loss experience, collateral characteristics, and other relevant loan‑level and portfolio‑level factors.

Macroeconomic conditions are incorporated into the estimation process through forward‑looking forecasts applied across multiple probability‑weighted scenarios representing a range of plausible economic outcomes. Such variables may include, among others, unemployment rates, gross domestic product, commercial and residential property price indices, household debt and financial obligation ratios, and other relevant economic measures. Forecasts of these variables are obtained from independent third‑party sources and used as inputs into the Company’s credit loss models. Collectively, these inputs are used to estimate life‑of‑loan expected credit losses in a manner that is responsive to changes in portfolio composition, credit quality, and the economic environment.

Reasonable and Supportable Forecast Period

Expected credit losses are estimated over a period for which management is able to develop reasonable and supportable economic forecasts. For periods beyond the reasonable and supportable forecast horizon, the Company reverts expected credit losses to long‑term historical averages using a straight‑line methodology. The length of the reasonable and supportable forecast period and the reversion period are evaluated quarterly and may vary based on economic conditions, portfolio characteristics, and modeling considerations.

Qualitative Adjustments

Modeled expected credit losses are supplemented by qualitative adjustments to capture risks not fully reflected in the quantitative models. Qualitative factors may include, among others, changes in portfolio concentrations, lending policies, underwriting practices, competitive conditions, economic forecast limitations, loan maturity extensions, team member experience and turnover, independent loan review results, regulatory developments, and emerging risks that are not represented in historical loss data. These adjustments, in management's judgment, are necessary to reflect losses expected in the portfolio and are based on management's analysis of current and expected economic conditions and their impact to the portfolio.

Individually Analyzed Loans

Loans that do not share similar risk characteristics with collectively evaluated pools are evaluated on an individual basis. Individual evaluations are generally performed for loans that have experienced significant credit deterioration or where repayment is expected to be substantially dependent on the operation or sale of the underlying collateral.

For individually analyzed loans, expected credit losses are measured using either the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral, less estimated selling costs, when the loan is collateral‑dependent.

When management determines that a portion of an individually analyzed loan is uncollectible, the uncollectible amount is written off against the ACL.

Loan Modifications to Borrowers Experiencing Financial Difficulty

The Company modifies loans for borrowers experiencing financial difficulty in the normal course of business. An assessment of financial difficulty is made at the time of modification. Because the effects of most loan modifications are already incorporated into the ACL through the Company’s modeling methodologies, a modification generally does not result in an additional allowance adjustment. When principal forgiveness is granted, the forgiven amount is deemed uncollectible and is written off against the ACL.

Purchased Loans

Loans acquired in a business combination are recognized on the acquisition date at their estimated fair value based on expected future cash flows discounted at a market-based rate of interest and inclusive of adjustments for credit risk, interest rate risk, liquidity and other factors. Acquired loans that have experienced more-than-insignificant deterioration in credit quality since origination are classified as PCD loans. An ACL is established for the initial estimate of expected credit losses on PCD loans as of the acquisition date and recorded through a gross-up adjustment to the loan's amortized cost basis, with no immediate impact to earnings. Subsequent changes in expected credit losses on PCD loans are recognized through the provision

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for credit losses. In addition, we adopted ASU 2025-08 as of January 1, 2026, whereby non-PCD loans acquired in a business combination are deemed purchased seasoned loans with an ACL also established for the initial estimate of expected credit losses as of the acquisition date and recorded through a gross-up adjustment to the loans' amortized cost basis. See Note 2 - Business Combination for additional information on loans acquired in a business combination.

Accrued Interest Receivable

Accrued interest receivable is presented in other assets on the consolidated balance sheets. Consistent with ASC 326, the Company generally does not record an ACL for accrued interest receivable, as non‑accrual policies result in timely write‑off of uncollectible accrued interest.

Independent Credit Review

In assessing the adequacy of the ACL, management considers the results of internal processes, including independent loan review, and reviews performed by third‑parties. These reviews assist management in identifying loans with elevated credit risk and in evaluating the overall risk profile of the loan portfolio.

Estimation Uncertainty

The estimation of expected credit losses is inherently subjective and requires the use of judgment. Actual credit losses may differ from management’s estimates due to changes in economic conditions, borrower behavior, collateral values, or other factors beyond the Company’s control. Accordingly, future provisions for credit losses may materially differ from those recorded in the current period.

Allowance for Credit Losses on Off‑Balance‑Sheet Credit Exposures

The Company maintains an allowance for credit losses on off‑balance‑sheet credit exposures, including unfunded loan commitments and letters of credit, unless the obligation is unconditionally cancellable by the Company. Expected credit losses are estimated over the contractual term of the exposure, considering the likelihood that the commitment will be funded and the expected credit loss occurs on the resulting funded balance. Loss assumptions for off‑balance‑sheet exposures are generally consistent with those used for similar on‑balance‑sheet loan segments. The allowance for off‑balance‑sheet credit exposures is included in other liabilities, with changes recognized through the provision for credit losses.

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Recent Accounting Pronouncements

The following table provides a brief description of accounting standards adopted in 2026 or recently issued and the estimated effect on the Company’s financial statements.


Standard	Description	Required date of adoption	Effect on Company's financial statements or other significant matters
Standards Adopted

ASU 2025-06 —Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software	In September 2025, the FASB issued ASU 2025-06 to clarify and modernize the accounting for costs related to internal-use software. The ASU removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities should apply to begin capitalizing costs. The ASU addresses investor feedback that the current guidance for software costs is outdated and not relevant given the evolution of software development. The ASU requires disclosures under ASC 360-10 be applied to all capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements. Early adoption is permitted, including adoption in an interim period but must be applied as of the beginning of the annual period that includes that interim period. The ASU may be adopted prospectively, retrospectively; or on a modified transition approach.	January 1, 2028	The Company has early adopted this standard on a prospective basis as of January 1, 2026 for both annual and interim reporting periods therein. The adoption of this standard did not have a material impact to the consolidated financial statements.
ASU 2025-08 —Financial Instruments—Credit Losses (Topic 326) —Purchased Loans	In November 2025, the FASB issued ASU 2025-08 to expand the population of acquired financial assets subject to the gross-up approach in Topic 326. In accordance with the amendments in this ASU, loans (excluding credit cards) acquired without credit deterioration and deemed "seasoned" are purchased seasoned loans and accounted for using the gross-up approach at acquisition. All non-purchased credit deteriorated ("non-PCD") loans (excluding credit cards) that are acquired in a business combination are deemed seasoned. Other non-PCD loans (excluding credit cards) are seasoned if they were purchased at least 90 days after origination and the acquirer was not involved in the origination of the loans. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in this ASU should be applied prospectively to loans that are acquired on or after the initial application date. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance.	January 1, 2027	The Company has early adopted this standard on a prospective basis as of January 1, 2026 for both annual and interim reporting periods therein. Accordingly, the initial estimate of expected credit losses of $478 million for acquired Synovus loans recognized in the allowance for loan losses included both PCD and non-PCD loans. See Note 2 - Business Combination and Note 5 - Loans and Allowance for Loan Losses herein for more information.


Standard	Description	Required date of adoption	Effect on Company's financial statements or other significant matters
Standards Issued But Not Yet Adopted

ASU 2024-03, Income Statement (Topic 220): Disaggregation of Income Statement Expenses	In November 2024, the FASB issued ASU 2024-03 to improve the disclosures over expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The ASU addresses investors requests for more disaggregated expense information to better understand an entity's performance, better assess the entity's prospects for future cash flows, and compare an entity's performance over time and with that of other entities. This ASU requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. Retrospective application in all prior periods is permitted.	January 1, 2027	The Company will prospectively adopt for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The ASU affects disclosure only and will not change recognition or measurement of any amounts in the Company's consolidated financial statements.

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Note 2 - Business Combination

Description of the Transaction

On January 1, 2026, the transaction contemplated by the Merger Agreement dated as of July 24, 2025 (the Merger Agreement) by and among Pinnacle Financial Partners, Inc., a Tennessee corporation (Legacy Pinnacle), Synovus Financial Corp., and Steel Newco Inc., a newly formed Georgia corporation (Newco) closed. As such and pursuant to the terms and conditions of the Merger Agreement, Legacy Pinnacle and Synovus merged with and into Newco, with Newco continuing as the surviving corporation and subsequently being renamed Pinnacle Financial Partners, Inc. Upon completion of the Merger, the separate corporate existence of Legacy Pinnacle and Synovus ceased, and Newco (now Pinnacle Financial Partners, Inc.) became the parent company for the combined organization. Following the completion of the Merger and after Pinnacle Bank becoming a member bank of the Federal Reserve System on January 2, 2026, Synovus Bank merged with and into Pinnacle Bank, with Pinnacle Bank continuing as the surviving bank and the separate existence of Synovus Bank ceasing.

Pursuant to the terms and conditions of the Merger Agreement, (a) each share of common stock, par value $1.00 per share, of Synovus (Synovus Common Stock) outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.5237 shares of the common stock of Newco (Newco Common Stock) and (b) each share of common stock, par value $1.00 per share, of Legacy Pinnacle outstanding immediately prior to the Merger was converted into the right to receive one share of Newco Common Stock. Holders of Synovus Common Stock received cash in lieu of fractional shares.

Pursuant to the terms and conditions of the Merger Agreement (i) each share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, no par value, of Synovus outstanding immediately prior to the Merger was converted into the right to receive one share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, no par value, of Newco; (ii) each share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, no par value, of Synovus outstanding immediately prior to the Merger was converted into the right to receive one share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, no par value, of Newco; (iii) each share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value, of Legacy Pinnacle (Legacy Pinnacle Preferred Stock) outstanding immediately prior to the Merger was converted into the right to receive one share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value, of Newco (Newco Series C Preferred Stock); and (iv) each outstanding depositary share representing a 1/40th interest in a share of Legacy Pinnacle Preferred Stock (Legacy Pinnacle Depositary Shares) was converted into a depositary share representing a 1/40th interest in a share of Newco Series C Preferred Stock.

The transaction was accounted for as a business combination in accordance with Topic 805, Business Combinations, ASC 805, with Pinnacle as the accounting acquirer.

Preliminary Purchase Price Allocation

The purchase price has been allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of January 1, 2026. The purchase price allocation is preliminary as of September 30, 2026, and subject to adjustment during the measurement period (not to exceed one year from the acquisition date). While we believe the information available on January 1, 2026 provided a reasonable basis for estimating fair value, we may obtain additional information and evidence during the measurement period that would result in changes to the estimated fair value amounts. Any additional measurement period adjustments will be recorded retrospectively as adjustments to goodwill. As of September 30, 2026, the Company has recorded goodwill of $1.6 billion related to the Merger. Goodwill is calculated as the excess of the fair value of consideration transferred over the fair value of the net assets acquired and will not be deductible for tax purposes. The fair value of the net assets acquired is presented below and included an $848 million core deposit intangible asset (CDI) and a $262 million wealth customer relationship intangible asset which are included in "identifiable intangible assets". Refer to Note 6 - Goodwill and Other Intangible Assets in this Report for additional information.

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(in millions)
Assets acquired:
Cash and cash equivalents	$	2,538
Investment securities	9,830
Loans held for sale	106
Loans	43,952
Allowance for loan losses	(478)
Loans, net	43,474
Premises, equipment, and software	561
Cash surrender value of bank-owned life insurance	941
Identifiable intangible assets	1,110
Other assets	2,762
Total assets acquired	$	61,322
Liabilities assumed:
Deposits	$	51,316
Federal funds purchased, and securities sold under repurchase agreements	49
FHLB advances and other borrowings	2,506
Other liabilities	1,516
Total liabilities assumed	$	55,387
Net assets acquired	$	5,935
Consideration:
Fair value of common stock issued	$	6,940
Fair value of preferred stock issued	564
Fair value of equity awards	71
Total preliminary consideration	$	7,575
Preliminary goodwill	$	1,640

As previously stated, Pinnacle recorded approximately $1.6 billion of preliminary estimated goodwill, as reflected in the purchase price allocation table above. This goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired and reflects the expected benefits of combining operations of Legacy Pinnacle and Synovus. These benefits include anticipated cost savings and operating efficiencies resulting from the integration of overlapping corporate functions and systems, revenue growth opportunities arising from complementary geographic markets and expanded product offerings, and the value of the assembled workforce and management expertise.

During the nine months ended September 30, 2026, Pinnacle refined purchase accounting estimates primarily impacting deferred tax assets, other borrowings, and ORE assets that resulted in a net increase to preliminary goodwill of approximately $11 million. Amounts recorded for current and deferred tax assets and liabilities remain provisional as the Company continues to evaluate the nature and extent of permanent and temporary differences between the book and tax bases of the assets acquired and liabilities assumed. Any additional measurement period adjustments are not expected to be material.

The following is a description of the methods used to estimate the fair value of significant assets acquired and liabilities assumed above.

Cash and cash equivalents: The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

Investment Securities: Fair values for securities are based on quoted market prices, where available. If quoted market prices are not available, fair value estimates are based on observable inputs obtained from market transactions in similar securities.

Loans: Fair values for loans were based on a discounted cash flow methodology that includes lifetime credit loss expectations for loans, current interest rates and liquidity. The fair value adjustment excluded certain immaterial loan portfolios such as credit cards.

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Intangible assets: Core deposit intangibles represent the low cost of funding that core deposits acquired provide relative to the Company's marginal cost of funds. The fair value was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, net maintenance cost of the deposit base, alternative cost of funds and the interest costs associated with customer deposits. The CDI is being amortized using the sum-of-the-years digits method over approximately 10 years.

The wealth customer relationship intangible asset will be amortized based on the use of straight-line methodology over approximately 14 years. Client relationship intangibles are valued using a discounted cash flow methodology that reflects the estimated value of the future net earnings from the relationships which includes adjustments for estimated attrition.

Premises: Land and buildings held for use were valued at appraised values, which reflect considerations of recent disposition values for similar property types with adjustments for characteristics of individual properties.

Borrowings: The fair values of long-term debt instruments are estimated based on quoted market prices for the instrument if available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments.

Pro Forma Financial Information (Unaudited)

The following table presents certain unaudited pro forma condensed combined financial information for the results of operations for the three and nine months ended September 30, 2025, as if Synovus had been acquired on January 1, 2025 by Pinnacle. The unaudited pro forma results include the estimated impact of amortizing and accreting certain purchase accounting adjustments such as intangible assets as well as fair value adjustments to loans, borrowings, and owned and leased premises and equipment. Pro forma combined results also include the adjustments for the elimination of Synovus’ net deferred origination fees accretion and intangible amortization. The unaudited pro forma adjustments are based upon available information and certain assumptions that Pinnacle (as the accounting acquirer) believes are reasonable. The following unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies. Certain reclassifications have also been made to align Pinnacle’s and Synovus’ historical financial statement presentation. The unaudited pro forma information is provided for illustrative purposes only and is not necessarily indicative of the results that would have occurred had the acquisition been consummated on January 1, 2025 nor is it indicative of future results.


	Unaudited Pro Forma
(in millions)	Three Months Ended September 30,			Nine Months Ended September 30,
		2025		2025
Net interest income		$	899	$	2,621
Total non-interest revenue		$	288	$	763
Net income available to common shareholders		$	343	$	1,004

Merger-related expenses of $56 million and $382 million were incurred during the three and nine months ended September 30, 2026, respectively, and are recorded in the condensed consolidated statements of income and include incremental costs related to the closing of the Merger, consisting primarily of advisory fees, equity acceleration expense, other employee-related costs, contract negotiation fees, and other costs.

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Note 3 - Equity Method Investment

A summary of BHG's financial position as of September 30, 2026 and December 31, 2025 and results of operations as of and for the three and nine months ended September 30, 2026 and 2025, were as follows:


	As of
	September 30, 2026		December 31, 2025
(in millions)
Assets	$	5,182	$	4,264

Liabilities	$	4,699	$	3,824
Equity interests	483		440
Total liabilities and equity	$	5,182	$	4,264


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2026		2025		2026		2025
(in millions)
Revenues	$	382	$	371	$	986	$	882
Net income	$	106	$	94	$	222	$	189

During the three and nine months ended September 30, 2026, Pinnacle Bank received cash distributions of $13 million and $83 million, respectively, from BHG compared to $33 million and $135 million, respectively, received during the three and nine months ended September 30, 2025. Earnings from BHG are included in Pinnacle's consolidated tax return. Profits from intercompany transactions are eliminated.

Note 4 - Securities

The amortized cost, gross unrealized gains and losses, and estimated fair values of debt securities at September 30, 2026 and December 31, 2025 are summarized below.


	September 30, 2026
(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Securities held to maturity:

U.S. Government agency securities	$	226	$	—	$	(5)	$	221
Mortgage-backed securities	319		—		(26)		293
State and municipal securities	1,716		—		(294)		1,422
Asset-backed securities	55		—		(2)		53
Corporate notes and other	65		—		(4)		61
Total securities held to maturity(1)	$	2,381	$	—	$	(331)	$	2,050
Allowance for credit losses- securities held to maturity	(1)
Securities HTM, net of allowance for credit losses	$	2,380

Securities available for sale:
U.S. Treasury securities	$	2,801	$	11	$	(51)	$	2,761
U.S. Government agency securities	204		—		(21)		183

Mortgage-backed securities	15,335		—		(801)		14,534


State and municipal securities	505		—		(61)		444
Corporate notes and other	283		—		(15)		268
Total securities available for sale(2)	$	19,128	$	11	$	(949)	$	18,190

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	December 31, 2025
(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Securities held to maturity:
U.S. Treasury securities	$	20	$	—	$	—	$	20
U.S. Government agency securities	226		—		(5)		221
Mortgage-backed securities	350		—		(18)		332
State and municipal securities	1,821		1		(155)		1,667
Asset-backed securities	108		—		(2)		106
Corporate notes and other	68		—		(4)		64
Total securities held to maturity(1)	$	2,593	$	1	$	(184)	$	2,410
Allowance for credit losses- securities held to maturity	(2)
Securities HTM, net of allowance for credit losses	$	2,591

Securities available for sale:
U.S. Treasury securities	$	1,576	$	10	$	—	$	1,586
U.S. Government agency securities	210		—		(15)		195

Mortgage-backed securities	2,852		11		(69)		2,794



State and municipal securities	1,768		8		(67)		1,709
Corporate notes and other	293		2		(12)		283
Total securities available for sale(2)	$	6,699	$	31	$	(163)	$	6,567

(1) The amounts reported exclude accrued interest receivable on debt securities HTM of $16 million and $26 million at September 30, 2026 and December 31, 2025, respectively, which are presented as a component of other assets on the consolidated balance sheets. The amortized cost basis of debt securities HTM includes a net premium of $10 million and $16 million at September 30, 2026 and December 31, 2025, respectively, related to the unamortized portion of unrealized net gains on the transferred debt securities HTM.

(2) The amounts reported exclude accrued interest receivable on debt securities AFS of $87 million and $42 million at September 30, 2026 and December 31, 2025, respectively, which are presented as a component of other assets on the consolidated balance sheets.

Pinnacle has entered into various fair value hedging transactions to mitigate the impact of changing interest rates on the fair values of available for sale securities. See Note 9 - Derivative Instruments and Hedging Activities for disclosure of the gains and losses recognized on derivative instruments and the cumulative fair value hedging adjustments to the carrying amount of the hedged securities.

At September 30, 2026 and December 31, 2025, debt securities with carrying values of $6.8 billion and $4.1 billion, respectively, were pledged to secure certain derivative contracts, public funds and other deposits and repurchase agreements, as required by law or contractual agreements.

Gross unrealized losses on investment securities AFS and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2026 and December 31, 2025 are presented below.


	September 30, 2026
	Less than 12 Months				12 Months or Longer				Total
(in millions)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
U.S. Treasury securities	$	1,844	$	(51)	$	—	$	—	$	1,844	$	(51)
U.S. Government agency securities	2		—		180		(21)		182		(21)
Mortgage-backed securities	13,837		(719)		686		(82)		14,523		(801)
State and municipal securities	56		(6)		374		(55)		430		(61)
Corporate notes and other	101		(2)		152		(13)		253		(15)
Total	$	15,840	$	(778)	$	1,392	$	(171)	$	17,232	$	(949)

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	December 31, 2025
	Less than 12 Months				12 Months or Longer				Total
(in millions)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
U.S. Treasury securities	$	205	$	—	$	—	$	—	$	205	$	—
U.S. Government agency securities	—		—		191		(15)		191		(15)

Mortgage-backed securities	506		(1)		876		(68)		1,382		(69)
State and municipal securities	871		(18)		341		(49)		1,212		(67)



Corporate notes and other	15		(2)		141		(10)		156		(12)
Total	$	1,597	$	(21)	$	1,549	$	(142)	$	3,146	$	(163)

As shown in the tables above, at September 30, 2026, Pinnacle had approximately $949 million in gross unrealized losses on AFS securities with an approximate fair value of $17.2 billion of AFS securities. For any securities classified as AFS that are in an unrealized loss position at the balance sheet date, Pinnacle assesses whether it intends to sell the security, or more-likely-than-not will be required to sell the security, before recovery of its amortized cost basis which would require a write-down to fair value through net income. Because Pinnacle currently does not intend to sell those AFS securities that have an unrealized loss at September 30, 2026, and it is not more-likely-than-not that Pinnacle will be required to sell the securities before recovery of their amortized cost basis, which may be maturity, Pinnacle has determined that no write-down is necessary. In addition, Pinnacle evaluates whether any portion of the decline in fair value of AFS securities is the result of credit deterioration of the issuers, which would require the recognition of an allowance for credit losses. Such evaluations consider the extent to which the amortized cost of the security exceeds its fair value, changes in credit ratings and any other known adverse conditions related to the specific security. The unrealized losses associated with the AFS securities at September 30, 2026 are driven by changes in interest rates and are not due to the credit quality of the securities and accordingly, no allowance for credit losses is considered necessary related to AFS securities at September 30, 2026. These securities will continue to be monitored as part of Pinnacle's ongoing evaluation of credit quality. Management evaluates the financial performance of the issuers on a quarterly basis to determine if it is probable that the issuers can make all contractual principal and interest payments.

The allowance for credit losses on HTM securities is measured on a collective basis by major security type, Pinnacle has a zero loss expectation for U.S. treasury securities in addition to U.S. Government agency securities and mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and accordingly, no allowance for credit losses is estimated for these securities. Credit losses on HTM state and municipal securities and corporate notes and other securities are estimated using third-party probability of default and loss given default models driven primarily by macroeconomic factors over a reasonable and supportable period of twenty-four months with a twelve month reversion to average loss factors. At September 30, 2026 and December 31, 2025, the estimated allowance for credit losses on HTM securities was $1 million and $2 million, respectively.

The amortized cost and fair value by contractual maturity of debt securities HTM and debt securities AFS at September 30, 2026 are shown below. The expected life of MBSs or CMOs may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. For purposes of the maturity table, MBSs and CMOs, which are not due at a single maturity date, have been classified based on the final contractual maturity date.


	September 30, 2026
(in millions)	Within One Year		1 to 5 Years		5 to 10 Years		More Than 10 Years		Total
Securities HTM:




U.S. Government agency securities
Amortized cost	$	156	$	45	$	25	$	—	$	226
Fair value	155		44		22		—		221
Mortgage-backed securities
Amortized cost	4		101		129		85		319
Fair value	4		93		117		79		293

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	September 30, 2026
(in millions)	Within One Year		1 to 5 Years		5 to 10 Years		More Than 10 Years		Total
State and municipal securities
Amortized cost	1		11		54		1,650		1,716
Fair value	1		11		50		1,360		1,422
Asset-backed securities
Amortized cost	—		—		—		55		55
Fair value	—		—		—		53		53
Corporate notes and other
Amortized cost	—		54		11		—		65
Fair value	—		51		10		—		61

Securities AFS:
U.S. Treasury securities
Amortized cost	$	414	$	1,751	$	—	$	636	$	2,801
Fair value	413		1,701		—		647		2,761

U.S. Government agency securities
Amortized cost	—		187		2		15		204
Fair value	—		169		2		12		183

Mortgage-backed securities
Amortized cost	—		2,975		1,193		11,167		15,335
Fair value	—		2,849		1,124		10,561		14,534













State and municipal securities
Amortized cost	—		—		6		499		505
Fair value	—		—		6		438		444
Corporate notes and other
Amortized cost	15		110		145		13		283
Fair value	15		103		138		12		268

Gross gains and gross losses on sales of securities AFS for the three and nine months ended September 30, 2026 and 2025 are presented below. The specific identification method is used to reclassify gains and losses out of accumulated other comprehensive income (loss) at the time of sale.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2026		2025		2026		2025
Gross realized gains on sales(1)	$	50	$	—	$	79	$	—
Gross realized losses on sales	(51)		—		(106)		(13)
Investment securities gains (losses), net	$	(1)	$	—	$	(27)	$	(13)

(1) Includes gains (losses) of $50 million and $74 million for the three and nine months ended September 30, 2026 on the termination of fair value hedges related to the U.S Treasury securities and state and municipal securities portfolios.

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Note 5 - Loans and Allowance for Loan Losses

Aging and Non-Accrual Analysis

The following tables provide a summary of current, accruing past due, and non-accrual loans by portfolio class as of September 30, 2026 and December 31, 2025.


	September 30, 2026
(in millions)	Current		Accruing 30-89 Days Past Due		Accruing 90 Days or Greater Past Due		Total Accruing Past Due		Non-accrual with an ALL		Non-accrual without an ALL		Total
Commercial, financial and agricultural	$	37,255	$	34	$	5	$	39	$	58	$	104	$	37,456
Owner-occupied	14,542		17		—		17		24		24		14,607
Total commercial and industrial	51,797		51		5		56		82		128		52,063
Investment properties	20,931		11		—		11		48		74		21,064
1-4 family properties	1,988		3		—		3		4		—		1,995
Land and development	977		1		—		1		—		—		978
Total commercial real estate	23,896		15		—		15		52		74		24,037
Consumer mortgages	8,608		21		—		21		72		—		8,701
Home equity	2,964		18		—		18		19		—		3,001
Credit cards	247		2		3		5		—		—		252
Other consumer loans	1,733		15		—		15		6		—		1,754
Total consumer	13,552		56		3		59		97		—		13,708
Loans, net of deferred fees and costs(1)(2)	$	89,245	$	122	$	8	$	130	$	231	$	202	$	89,808


	December 31, 2025
(in millions)	Current		Accruing 30-89 Days Past Due		Accruing 90 Days or Greater Past Due		Total Accruing Past Due		Non-accrual with an ALL		Non-accrual without an ALL		Total
Commercial, financial and agricultural	$	16,478	$	21	$	2	$	23	$	35	$	13	$	16,549
Owner-occupied	5,738		3		—		3		3		3		5,747
Total commercial and industrial	22,216		24		2		26		38		16		22,296
Investment properties	9,448		—		—		—		34		14		9,496
1-4 family properties	1,280		2		—		2		2		—		1,284
Land and development	576		—		—		—		—		—		576
Total commercial real estate	11,304		2		—		2		36		14		11,356
Consumer mortgages	3,417		16		—		16		23		—		3,456
Home equity	1,360		8		—		8		6		—		1,374
Credit cards	51		1		1		2		—		—		53
Other consumer loans	616		3		—		3		—		—		619
Total consumer	5,444		28		1		29		29		—		5,502
Loans, net of deferred fees and costs(1)(2)	$	38,964	$	54	$	3	$	57	$	103	$	30	$	39,154

(1) The amortized cost basis of loans, net of deferred fees and costs excludes accrued interest receivable of $365 million and $151 million at September 30, 2026 and December 31, 2025, respectively, which is presented as a component of other assets on the consolidated balance sheets.

(2) Loans are presented net of deferred loan fees and costs totaling $351 million and $314 million at September 30, 2026 and December 31, 2025, respectively.

Pledged Loans

Loans with carrying values of $45.2 billion and $15.7 billion were pledged as collateral for borrowings and capacity at September 30, 2026 and December 31, 2025, respectively, to the FHLB and Federal Reserve Bank.

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Portfolio Segment Risk Factors

The risk characteristics and collateral information of each portfolio segment are as follows:

Commercial and Industrial Loans - The C&I loan portfolio is comprised of general middle market and commercial banking clients across a diverse set of industries, as well as certain specialized lending verticals including specialty finance, senior housing, financial institutions group and health care. In accordance with Pinnacle's lending policy, each loan undergoes a detailed underwriting process, which incorporates uniform underwriting standards and oversight in proportion to the size and complexity of the lending relationship. These loans are generally secured by collateral such as business equipment, inventory, enterprise value, and real estate. Credit decisions on loans in the C&I portfolio are based on cash flow from the operations of the business as the primary source of repayment of the debt, with underlying real estate or other collateral being the secondary source of repayment.

Commercial Real Estate Loans - CRE loans primarily consist of income-producing investment properties loans. Additionally, CRE loans include 1-4 family properties loans as well as land and development loans. Investment properties loans consist of construction and mortgage loans for income-producing properties and are primarily made to finance multi-family properties, hotels, office buildings, retail, warehouse/industrial and other commercial development properties. 1-4 family properties loans include construction loans to homebuilders and commercial mortgage loans related to 1-4 family rental properties and are almost always secured by the underlying property being financed by such loans. These properties are primarily located in the markets served by Pinnacle. Land and development loans include commercial and residential development as well as land acquisition loans and are secured by land held for future development, typically in excess of one year. Properties securing these loans are substantially within markets served by Pinnacle, and our preference is to obtain some level of recourse from project sponsors. Loans in this portfolio are underwritten based on the LTV of the collateral and the capacity of the guarantor(s).

Consumer Loans - The consumer loan portfolio consists of a wide variety of loan products offered through Pinnacle's banking network, including first and second residential mortgages, home equity, and consumer credit card loans, as well as home improvement loans, student, and personal loans from third-party lending ("other consumer loans"). Together, consumer mortgages and home equity comprise the majority of Pinnacle's consumer loans and are secured by first and second liens on residential real estate primarily located in the markets served by Pinnacle. The primary source of repayment for all consumer loans is generally the personal income of the borrower(s).

Credit Quality Indicators

The credit quality of the loan portfolio is reviewed and updated no less frequently than annually using the standard asset classification system utilized by the federal banking agencies. These classifications are divided into three groups: Not Criticized (Pass), Special Mention, and Classified or Adverse rating (Substandard, Doubtful, and Loss) and are defined as follows:

Pass - loans which are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell in a timely manner, of any underlying collateral.

Special Mention - loans which have potential weaknesses that deserve management's close attention. These loans are not adversely classified and do not expose an institution to sufficient risk to warrant an adverse classification.

Substandard - loans which are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Loans with this classification are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful - loans which have all the weaknesses inherent in loans categorized as Substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable on the basis of currently known facts, conditions, and values.

Loss - loans which are considered by management to be uncollectible and of such little value that their continuance on the institution's books as an asset, without establishment of a specific valuation allowance or charge-off, is not warranted. Pinnacle fully reserves for any loans rated as Loss.

In the following tables, consumer loans are generally assigned a risk grade similar to the classifications described above; however, upon reaching 90 days and 120 days past due, they are generally downgraded to Substandard and Loss, respectively, in accordance with the FFIEC Retail Credit Classification Policy. Additionally, in accordance with Interagency Supervisory Guidance, the risk grade classifications of consumer loans (consumer mortgages and home equity) secured by junior liens on 1-4 family residential properties also consider available information on the payment status of any associated senior liens with other financial institutions.

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The following table summarizes each loan portfolio class by risk grade and origination year as of September 30, 2026 and December 31, 2025 as required under CECL.


	September 30, 2026
	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans
(in millions)	2026		2025		2024		2023		2022		Prior		Amortized Cost Basis		Total
Commercial, financial and agricultural
Pass	$	6,977	$	6,404	$	2,721	$	1,363	$	1,068	$	2,927	$	15,072	$	36,532
Special Mention	15		30		62		66		39		11		171		394
Substandard	77		48		65		61		36		18		216		521
Doubtful	—		—		—		—		5		3		—		8
Loss	—		—		—		—		—		—		1		1
Total commercial, financial and agricultural	7,069		6,482		2,848		1,490		1,148		2,959		15,460		37,456
Current YTD Period:
Gross charge-offs	$	6	$	20	$	30	$	12	$	8	$	7	$	34	$	117
Owner-occupied
Pass	3,307		3,573		1,432		1,223		1,791		2,199		769		14,294
Special Mention	21		49		10		29		10		97		—		216
Substandard	1		12		15		15		16		36		2		97


Total owner-occupied	3,329		3,634		1,457		1,267		1,817		2,332		771		14,607
Current YTD Period:
Gross charge-offs	—		—		—		—		5		17		—		22
Total commercial and industrial	10,398		10,116		4,305		2,757		2,965		5,291		16,231		52,063
Current YTD Period:
Gross charge-offs	6		20		30		12		13		24		34		139
Investment properties
Pass	4,989		5,576		2,392		1,178		3,613		2,529		284		20,561
Special Mention	28		8		56		67		100		49		—		308
Substandard	1		31		—		24		30		109		—		195


Total investment properties	5,018		5,615		2,448		1,269		3,743		2,687		284		21,064
Current YTD Period:
Gross charge-offs	—		7		—		—		—		1		—		8
1-4 family properties
Pass	809		435		138		118		180		212		89		1,981
Special Mention	4		2		—		1		2		—		—		9
Substandard	—		1		—		1		—		3		—		5
Total 1-4 family properties	813		438		138		120		182		215		89		1,995
Current YTD Period:
Gross charge-offs	—		—		—		—		—		1		—		1

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	September 30, 2026
	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans
(in millions)	2026		2025		2024		2023		2022		Prior		Amortized Cost Basis		Total

Land and development
Pass	379		296		105		34		42		34		85		975
Special Mention	2		—		—		—		—		—		—		2
Substandard	—		—		—		1		—		—		—		1
Total land and development	381		296		105		35		42		34		85		978
Current YTD Period:
Gross charge-offs	—		—		—		—		—		—		—		—
Total commercial real estate	6,212		6,349		2,691		1,424		3,967		2,936		458		24,037
Current YTD Period:
Gross charge-offs	—		7		—		—		—		2		—		9
Consumer mortgages
Pass	1,402		1,206		456		768		1,077		3,698		—		8,607
Substandard	—		7		4		11		10		62		—		94

Total consumer mortgages	1,402		1,213		460		779		1,087		3,760		—		8,701
Current YTD Period:
Gross charge-offs	—		—		—		1		—		1		—		2
Home equity
Pass	8		10		11		27		191		80		2,649		2,976
Substandard	—		1		1		3		5		6		8		24
Loss	—		—		—		—		—		—		1		1
Total home equity	8		11		12		30		196		86		2,658		3,001
Current YTD Period:
Gross charge-offs	—		—		—		—		1		2		2		5
Credit cards
Pass	—		—		—		—		—		—		250		250
Substandard	—		—		—		—		—		—		1		1
Loss	—		—		—		—		—		—		1		1
Total credit cards	—		—		—		—		—		—		252		252
Current YTD Period:
Gross charge-offs	—		—		—		—		—		—		6		6
Other consumer loans
Pass	373		210		79		53		78		203		751		1,747
Substandard	1		1		1		1		1		2		—		7

Total other consumer loans	374		211		80		54		79		205		751		1,754
Current YTD Period:
Gross charge-offs	—		6		4		4		1		6		3		24
Total consumer	1,784		1,435		552		863		1,362		4,051		3,661		13,708
Current YTD Period:
Gross charge-offs	—		6		4		5		2		9		11		37
Loans, net of deferred fees and costs	$	18,394	$	17,900	$	7,548	$	5,044	$	8,294	$	12,278	$	20,350	$	89,808
Current YTD Period:
Gross charge-offs	$	6	$	33	$	34	$	17	$	15	$	35	$	45	$	185

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	December 31, 2025
	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans
(in millions)	2025		2024		2023		2022		2021		Prior		Amortized Cost Basis		Total
Commercial, financial and agricultural
Pass	$	5,207	$	2,722	$	1,219	$	901	$	450	$	334	$	5,323	$	16,156
Special Mention	54		29		51		39		14		2		118		307
Substandard	31		6		12		11		3		4		19		86


Total commercial, financial and agricultural	5,292		2,757		1,282		951		467		340		5,460		16,549
Current YTD Period:
Gross charge-offs	$	4	$	7	$	11	$	15	$	7	$	2	$	19	$	65
Owner-occupied
Pass	1,621		770		700		1,079		691		596		160		5,617
Special Mention	26		1		11		13		33		25		—		109
Substandard	—		—		3		—		16		2		—		21

Total owner-occupied	1,647		771		714		1,092		740		623		160		5,747
Current YTD Period:
Gross charge-offs	—		1		—		—		—		—		—		1
Total commercial and industrial	6,939		3,528		1,996		2,043		1,207		963		5,620		22,296
Current YTD Period:
Gross charge-offs	4		8		11		15		7		2		19		66
Investment properties
Pass	2,289		1,064		995		3,314		1,100		447		175		9,384
Special Mention	31		5		2		—		14		12		—		64
Substandard	34		—		4		—		10		—		—		48


Total investment properties	2,354		1,069		1,001		3,314		1,124		459		175		9,496
Current YTD Period:
Gross charge-offs	—		—		—		—		17		1		—		18
1-4 family properties
Pass	615		167		99		140		106		117		25		1,269
Special Mention	7		4		—		3		—		—		—		14
Substandard	—		—		—		—		—		1		—		1
Total 1-4 family properties	622		171		99		143		106		118		25		1,284
Current YTD Period:
Gross charge-offs	—		—		—		—		—		—		—		—
Land and development
Pass	294		123		33		41		30		15		40		576


Total land and development	294		123		33		41		30		15		40		576
Current YTD Period:
Gross charge-offs	—		—		—		—		—		—		—		—
Total commercial real estate	3,270		1,363		1,133		3,498		1,260		592		240		11,356
Current YTD Period:
Gross charge-offs	—		—		—		—		17		1		—		18

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	December 31, 2025
	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans
(in millions)	2025		2024		2023		2022		2021		Prior		Amortized Cost Basis		Total
Consumer mortgages
Pass	908		181		331		637		762		582		32		3,433
Substandard	1		2		5		4		1		10		—		23

Total consumer mortgages	909		183		336		641		763		592		32		3,456
Current YTD Period:
Gross charge-offs	—		—		1		—		—		—		—		1
Home equity
Pass	1		—		—		—		—		2		1,365		1,368
Substandard	—		1		1		1		—		1		2		6

Total home equity	1		1		1		1		—		3		1,367		1,374
Current YTD Period:
Gross charge-offs	—		—		—		—		—		—		1		1
Credit cards
Pass	—		—		—		—		—		—		53		53


Total credit cards	—		—		—		—		—		—		53		53
Current YTD Period:
Gross charge-offs	—		—		—		—		—		—		2		2
Other consumer loans
Pass	187		16		14		18		26		13		345		619


Total other consumer loans	187		16		14		18		26		13		345		619
Current YTD Period:
Gross charge-offs	—		—		—		—		4		1		3		8
Total consumer	1,097		200		351		660		789		608		1,797		5,502
Current YTD Period:
Gross charge-offs	—		—		1		—		4		1		6		12
Loans, net of deferred fees and costs	$	11,306	$	5,091	$	3,480	$	6,201	$	3,256	$	2,163	$	7,657	$	39,154
Current YTD Period:
Gross charge-offs	$	4	$	8	$	12	$	15	$	28	$	4	$	25	$	96

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Rollforward of Allowance for Loan Losses

The following tables detail the changes in the ALL by loan segment for the three and nine months ended September 30, 2026 and 2025. During the three and nine months ended September 30, 2026 and 2025, Pinnacle had no significant transfers to loans held for sale.


	As of and For the Three Months Ended September 30, 2026
(in millions)	Commercial & Industrial		Commercial Real Estate		Consumer		Total
Allowance for loan losses:
Beginning balance at June 30, 2026	$	500	$	216	$	240	$	956


Charge-offs	(51)		(8)		(11)		(70)
Recoveries	15		1		4		20
Provision for (reversal of) loan losses	42		13		25		80
Ending balance at September 30, 2026	$	506	$	222	$	258	$	986

	As of and For the Three Months Ended September 30, 2025
(in millions)	Commercial & Industrial		Commercial Real Estate		Consumer		Total
Allowance for loan losses:
Beginning balance at June 30, 2025	$	233	$	101	$	88	$	422
Charge-offs	(19)		—		(3)		(22)
Recoveries	4		—		1		5
Provision for (reversal of) loan losses	26		(1)		4		29
Ending balance at September 30, 2025	$	244	$	100	$	90	$	434

	As of and For the Nine Months Ended September 30, 2026
(in millions)	Commercial & Industrial		Commercial Real Estate		Consumer		Total
Allowance for loan losses:
Beginning balance at December 31, 2025	$	255	$	95	$	92	$	442
Purchased credit deteriorated loans	110		102		25		237
Purchased seasoned loans	106		67		68		241
Charge-offs	(139)		(9)		(37)		(185)
Recoveries	25		1		12		38
Provision for (reversal of) loan losses	149		(34)		98		213
Ending balance at September 30, 2026	$	506	$	222	$	258	$	986

	As of and For the Nine Months Ended September 30, 2025
(in millions)	Commercial & Industrial		Commercial Real Estate		Consumer		Total
Allowance for loan losses:
Beginning balance at December 31, 2024	$	221	$	111	$	82	$	414
Charge-offs	(53)		—		(9)		(62)
Recoveries	9		—		4		13
Provision for (reversal of) loan losses	67		(11)		13		69
Ending balance at September 30, 2025	$	244	$	100	$	90	$	434

The ALL of $986 million and the reserve for unfunded commitments of $79 million, which is recorded in other liabilities, comprise the total ACL of $1.1 billion at September 30, 2026. The ACL increased $607 million compared to the December 31, 2025 ACL of $458 million, which consisted of an ALL of $442 million and a reserve for unfunded commitments of $16 million, primarily due to the merger. The ACL to loans coverage ratio was 1.19% at September 30, 2026, compared to 1.17% at December 31, 2025. The September 30, 2026 ACL ratio was impacted by net loan growth and a deterioration in the economic forecast. The Company includes qualitative adjustments, as appropriate, intended to capture the impact of uncertainties in the quantitative estimate.

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The ACL is estimated using a two-year reasonable and supportable forecast period. To the extent the lives of the loans in the portfolio extend beyond the period for which a reasonable and supportable forecast can be made, the Company reverts on a straight-line basis back to the historical rates over a one-year period. Pinnacle utilizes multiple economic forecast scenarios sourced from a reputable third-party provider that are probability-weighted internally. The current scenarios include a consensus baseline forecast, an upside scenario reflecting stronger growth than the baseline, a downside scenario that reflects adverse economic conditions, and an additional adverse scenario that assumes consistent slow growth that is less optimistic than the baseline. The economic scenarios are intended to capture differing trajectories for the macroeconomic environment over the forecast horizon. At September 30, 2026, the probability‑weighted economic outlook reflected a modest softening relative to December 31, 2025. Consistent with industry practice, the unemployment rate is referenced as a general indicator of labor market conditions and broader economic trends reflected in the scenarios. The probability‑weighted forecast incorporated an average unemployment rate of 5.0% over the forecast period at September 30, 2026, compared to 4.6% at December 31, 2025. See Note 1 - Basis of Presentation and Accounting Policies for additional details around the ACL estimation process.

Financial Difficulty Modifications

When borrowers are experiencing financial difficulty, Pinnacle may make certain loan modifications as part of its loss mitigation strategies to maximize expected payment. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" of Pinnacle's 2025 Form 10-K for additional information regarding accounting policies for FDMs.

The following tables present the amortized cost of FDM loans by loan portfolio class that were modified during the three and nine months ended September 30, 2026 and 2025. Tables within this section exclude loans that were paid-off or are otherwise no longer in the loan portfolio as of the period end.


	Three Months Ended September 30, 2026
(in millions)	Term Extension		Payment Delay		Interest Rate Reduction and Term Extension		Payment Deferral and Term Extension		Total		Percentage of Total by Financing Class
Commercial, financial and agricultural	$	36	$	—	$	20	$	—	$	56	0.1	%

Total commercial and industrial	36		—		20		—		56		0.1
Investment properties	—		—		—		—		—		—


Total commercial real estate	—		—		—		—		—		—
Consumer mortgages	—		7		—		—		7		0.1


Other consumer loans	1		—		—		—		1		0.1
Total consumer	1		7		—		—		8		0.1
Total FDMs	$	37	$	7	$	20	$	—	$	64	0.1	%

	Nine Months Ended September 30, 2026
(in millions)	Term Extension		Payment Delay		Interest Rate Reduction and Term Extension		Payment Deferral and Term Extension		Total		Percentage of Total by Financing Class
Commercial, financial and agricultural	$	88	$	26	$	20	$	—	$	134	0.4	%

Total commercial and industrial	88		26		20		—		134		0.3
Investment properties	—		9		—		27		36		0.2


Total commercial real estate	—		9		—		27		36		0.1
Consumer mortgages	—		14		—		—		14		0.2


Other consumer loans	2		—		—		—		2		0.1
Total consumer	2		14		—		—		16		0.1
Total FDMs	$	90	$	49	$	20	$	27	$	186	0.2	%

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	Three Months Ended September 30, 2025
(in millions)	Term Extension		Payment Delay and Term Extension		Total		Percentage of Total by Financing Class
Commercial, financial and agricultural	$	6	$	1	$	7	—	%

Total commercial and industrial	6		1		7		—









Total FDMs	$	6	$	1	$	7	—	%

	Nine Months Ended September 30, 2025
(in millions)	Term Extension		Payment Delay and Term Extension		Total		Percentage of Total by Financing Class
Commercial, financial and agricultural	$	6	$	1	$	7	—	%

Total commercial and industrial	6		1		7		—
Investment properties	—		34		34		0.4


Total commercial real estate	—		34		34		0.3





Total FDMs	$	6	$	35	$	41	0.1	%

The following tables present the financial effect of loan modifications made to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2026 and 2025.


	Three Months Ended September 30, 2026				Nine Months Ended September 30, 2026
(dollars in millions)	Weighted Average Interest Rate Reduction		Weighted Average Term Extension (in months)	Weighted Average Payment Delay (in months)	Weighted Average Interest Rate Reduction		Weighted Average Term Extension and Payment Delay (in months)	Weighted Average Payment Delay (in months)
Commercial, financial and agricultural	3.5	%	17	—	3.5	%	11	13
Owner-occupied	—		—	—	—		—	—

Investment properties	—		—	—	—		8	9



Consumer mortgages	—		—	7	—		—	6


Other consumer loans	—		157	—	—		139	—


	Three Months Ended September 30, 2025				Nine Months Ended September 30, 2025
(dollars in millions)	Weighted Average Interest Rate Reduction		Weighted Average Term Extension (in months)	Weighted Average Payment Delay (in months)	Weighted Average Interest Rate Reduction		Weighted Average Term Extension (in months)	Weighted Average Payment Deferral (in months)
Commercial, financial and agricultural	—	%	4	—	—	%	5	—


Investment properties	—		—	—	—		6	6

During the three and nine months ended September 30, 2026, there were no material FDMs that subsequently defaulted. During the three and nine months ended September 30, 2025, there were no material FDMs that subsequently defaulted. Defaults are defined as the earlier of the FDM being placed on non-accrual status or reaching 90 days past due with respect to principal and/or interest payments. As of September 30, 2026 and December 31, 2025, there were no commitments to lend a material amount of additional funds to any borrower whose loan was classified as a FDM.

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Pinnacle monitors the performance of FDMs to understand the effectiveness of its modification efforts. The following tables provide a summary of current, accruing past due, and non-accrual loans on an amortized cost basis by loan portfolio class that have been modified during the 12 months prior to September 30, 2026 and September 30, 2025, respectively.



	As of September 30, 2026
(in millions)	Current		Accruing 30-89 Days Past Due		Accruing 90 Days or Greater Past Due		Non-accrual		Total
Commercial, financial and agricultural	$	84	$	2	$	—	$	56	$	142
Owner-occupied	—		—		—		—		—
Total commercial and industrial	84		2		—		56		142
Investment properties	9		—		—		31		40


Total commercial real estate	9		—		—		31		40
Consumer mortgages	3		—		—		11		14


Other consumer loans	2		—		—		—		2
Total consumer	5		—		—		11		16
Total FDMs	$	98	$	2	$	—	$	98	$	198



	As of September 30, 2025
(in millions)	Current		Accruing 30-89 Days Past Due		Accruing 90 Days or Greater Past Due		Non-accrual		Total
Commercial, financial and agricultural	$	7	$	—	$	—	$	—	$	7


Investment properties	—		—		—		34		34








Total FDMs	$	7	$	—	$	—	$	34	$	41

Note 6 - Goodwill and Other Intangible Assets

During the first quarter of 2026, in connection with the Merger, Pinnacle reorganized its management reporting structure into two major reportable business segments: Banking and Wealth. Prior to the Merger, the Company operated through a single operating and reporting segment. In connection with these changes, goodwill of $1.8 billion was reallocated to the Banking and Wealth reporting units using a relative fair value approach. Changes to the carrying amount of goodwill by reporting unit for the nine months ended September 30, 2026 are provided in the following table.

Effective January 1, 2026, Pinnacle merged with Synovus. In connection with the Merger, Pinnacle has recorded $1.6 billion of goodwill based on preliminary fair value estimates of assets acquired and liabilities assumed in the business combination as of September 30, 2026. Refer to Note 2 - Business Combination and Note 12 - Segment Reporting in this Report for additional information.

During the three months ended September 30, 2026, Pinnacle sold its majority interest in a third party investment. The disposition resulted in a reduction in goodwill of $5 million and a gain on sale of $4 million, representing the difference in the fair value of consideration received and assets sold.


(in millions)	Banking		Wealth		Total

Change in goodwill from reallocation	$	1,767	$	82	$	1,849
Goodwill acquired during the year (preliminary allocation)	1,348		292		1,640
Disposition of investment	(5)		$	—	(5)
Balance at September 30, 2026	$	3,110	$	374	$	3,484

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Additionally, in connection with the Merger, Pinnacle recorded a core deposit intangible asset of $848 million and a wealth customer relationship intangible asset of $262 million on the merger date. The CDI is being amortized using the sum-of-the years-digits method over approximately 10 years. The wealth customer relationship intangible is being amortized on a straight-line basis over its estimated useful life of approximately 14 years.

The following table shows the gross carrying amount and accumulated amortization of other intangible assets as of September 30, 2026 and December 31, 2025.


(in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
September 30, 2026
CDI	$	937	$	(208)	$	729
Wealth Customer Relationships	262		(14)		248
Client Relationships	26		(19)		7

Other	15		—		15
Total other intangible assets	$	1,240	$	(241)	$	999

December 31, 2025
CDI	$	89	$	(84)	$	5
Client Relationships	26		(17)		9

Other	16		—		16

Total other intangible assets	$	131	$	(101)	$	30

The estimated amortization expense of other intangible assets for the next five years is as follows:


(in millions)	Amortization Expense
Remainder of 2026	$	45
2027	165
2028	147
2029	130
2030	113

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Note 7 - Shareholders' Equity and Other Comprehensive Income (Loss)

Repurchases of Common Stock

On January 1, 2026, the Board of Directors approved share repurchases of up to $400 million of common stock in 2026. During the three and nine months ended September 30, 2026, Pinnacle did not repurchase shares of common stock.

Changes in Accumulated Other Comprehensive Income (Loss) by Component (Net of Income Taxes)

The following table illustrates activity within the balances in accumulated other comprehensive income (loss) by component for the three and nine months ended September 30, 2026 and 2025.


Changes in Accumulated Other Comprehensive Income (Loss) by Component (Net of Income Taxes)
(in millions)	Net unamortized holding (losses) gains on AFS securities transferred to HTM		Net unrealized gains (losses) on securities AFS(1)		Net unrealized gains (losses) on cash flow hedges		Total
Balance at June 30, 2026	$	9	$	(208)	$	(48)	$	(247)
Other comprehensive income (loss) before reclassifications	—		(511)		(12)		(523)
Amounts reclassified from AOCI	(1)		1		(1)		(1)
Net current period other comprehensive income (loss)	(1)		(510)		(13)		(524)
Balance at September 30, 2026	$	8	$	(718)	$	(61)	$	(771)

Balance at June 30, 2025	$	14	$	(216)	$	(16)	$	(218)
Other comprehensive income (loss) before reclassifications	—		70		(10)		60
Amounts reclassified from AOCI	(2)		—		—		(2)
Net current period other comprehensive income (loss)	(2)		70		(10)		58
Balance at September 30, 2025	$	12	$	(146)	$	(26)	$	(160)

Balance at December 31, 2025	$	12	$	(105)	$	(30)	$	(123)
Other comprehensive income (loss) before reclassifications	—		(634)		(30)		(664)
Amounts reclassified from AOCI	(4)		21		(1)		16
Net current period other comprehensive income (loss)	(4)		(613)		(31)		(648)
Balance at September 30, 2026	$	8	$	(718)	$	(61)	$	(771)

Balance at December 31, 2024	$	18	$	(160)	$	(26)	$	(168)
Other comprehensive income (loss) before reclassifications	—		5		—		5
Amounts reclassified from AOCI	(6)		9		—		3
Net current period other comprehensive income (loss)	(6)		14		—		8
Balance at September 30, 2025	$	12	$	(146)	$	(26)	$	(160)

(1) For September 30, 2026 and 2025, the ending balance in net unrealized gains (losses) on securities available for sale includes unrealized losses of $5 million, related to residual tax effects remaining in OCI primarily due to previously established deferred tax asset valuation allowances. In accordance with ASC 740-20-45-11(b), under the portfolio approach, these unrealized losses are realized at the time the entire portfolio is sold or disposed.

Note 8 - Fair Value Accounting

See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies and Note 18- Fair Value of Financial Instruments" of Pinnacle's 2025 Form 10-K for a description of valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis.

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The following table presents assets and liabilities measured at estimated fair value on a recurring basis.


	September 30, 2026								December 31, 2025
(in millions)	Level 1		Level 2		Level 3		Total Estimated Fair Value		Level 1		Level 2		Level 3		Total Estimated Fair Value
Assets
Trading securities:
U.S. Treasury securities	$	3	$	—	$	—	$	3	$	—	$	—	$	—	$	—



Asset-backed securities	—		8		—		8		—		—		—		—

Total trading securities	$	3	$	8	$	—	$	11	$	—	$	—	$	—	$	—
Securities available for sale:
U.S. Treasury securities	$	2,761	$	—	$	—	$	2,761	$	1,586	$	—	$	—	$	1,586
U.S. Government agency securities	—		183		—		183		—		195		—		195

Mortgage-backed securities	—		14,534		—		14,534		—		2,794		—		2,794

State and municipal securities	—		444		—		444		—		1,709		—		1,709
Corporate notes and other	—		268		—		268		—		283		—		283
Total securities available for sale	$	2,761	$	15,429	$	—	$	18,190	$	1,586	$	4,981	$	—	$	6,567
Mortgage loans held for sale	$	—	$	28	$	—	$	28	$	—	$	—	$	—	$	—
Other investments	—		37		304		341		—		23		230		253
Mutual funds held in rabbi trusts	100		—		—		100		13		—		—		13

Derivative assets	—		243		—		243		—		210		—		210
Liabilities

Mutual funds held in rabbi trusts	94		—		—		94		7		—		—		7
Derivative liabilities(1)	—		364		—		364		—		80		—		80

(1) Excludes from Level 3 the Visa derivative of $3 million at September 30, 2026.

Fair Value Option

Pinnacle has elected the fair value option for certain mortgage loans held for sale primarily to ease the operational burden required to maintain hedge accounting for these loans. Pinnacle is still able to achieve effective economic hedges on mortgage loans held for sale without the time and expense needed to manage a hedge accounting program.

Mortgage loans held for sale are initially measured at fair value under the fair value option election with subsequent changes in fair value recognized in total loan sales and servicing income on the consolidated statements of income.

The following table summarizes the difference between the fair value and the UPB of mortgage loans held for sale and the changes in fair value of these loans. An immaterial portion of these changes in fair value was attributable to instrument-specific credit risk. Pinnacle recorded no material changes in fair value in net income for the three and nine months ended September 30, 2026.


Mortgage Loans Held for Sale
(in millions)	As of September 30, 2026
Fair value	$	28
Unpaid principal balance	28
Fair value less aggregate unpaid principal balance	$	—

Activity for Level 3 Assets

See "Part II - Item 8. Financial Statements and Supplementary Data - Note 18 - Fair Value of Financial Instruments" of Pinnacle's 2025 Form 10-K for a description of the valuation techniques and significant inputs for Level 3 assets and liabilities that are measured at fair value on a recurring and non-recurring basis. During the three and nine months ended September 30,

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2026 and 2025, Pinnacle did not have any transfers in or out of Level 3 in the fair value hierarchy. The following tables provide rollforwards of Level 3 assets measured at fair value on a recurring basis.


		Three Months Ended September 30, 2026
(in millions)		Other Investments
Ending balance at June 30, 2026		$	294

Total gains (losses) realized/unrealized:
Included in earnings		4
Purchases		14
Settlements		(8)
Ending balance at September 30, 2026		$	304
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at September 30, 2026		$	4

	Three Months Ended September 30, 2025
(in millions)		Other Investments
Beginning balance at June 30, 2025		$	199
Total gains (losses) realized/unrealized:
Included in earnings		5
Purchases		13
Settlements		(1)
Ending balance at September 30, 2025		$	216
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at September 30, 2025		$	5


	Nine Months Ended September 30, 2026
(in millions)	Other Investments
Beginning balance at December 31, 2025	$	230
Impact from the Merger	40
Total gains (losses) realized/unrealized:
Included in earnings	17
Purchases	31
Settlements	(14)
Ending balance at September 30, 2026	$	304
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at September 30, 2026	$	17

	Nine Months Ended September 30, 2025
(in millions)	Other Investments
Beginning balance at December 31, 2024	$	177
Total gains (losses) realized/unrealized:
Included in earnings	8

Purchases	37
Settlements	(6)
Ending balance at September 30, 2025	$	216
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at September 30, 2025	$	8

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The following table presents assets measured at fair value on a non-recurring basis, as of the dates indicated, for which there was a fair value adjustment.


	September 30, 2026
(in millions)	Level 1		Level 2		Level 3
Collateral dependent loans (1)	$	—	$	—	$	100


Other real estate (2)	—		—		17

	December 31, 2025
(in millions)	Level 1		Level 2		Level 3
Collateral dependent loans (1)	$	—	$	—	$	80

Other real estate	—		—		8

(1) The carrying values of collateral dependent loans at September 30, 2026 and December 31, 2025 are net of valuation allowances of $32 million and $32 million, respectively.

(2) The carrying value of other real estate at September 30, 2026 is net of writedowns of $12 million recorded as part of the preliminary purchase price allocation of the Merger. Refer to Note 2 - Business Combination in this Report for additional information.

Fair Value of Financial Instruments

The following tables present the carrying and estimated fair values of financial instruments at September 30, 2026 and December 31, 2025. This table excludes financial instruments for which the carrying amount approximates fair value. For short-term financial assets such as cash, cash equivalents, and restricted cash, the carrying amount is a reasonable estimate of fair value due the relatively short time between the origination of the instrument and its expected realization. For financial liabilities such as non-interest bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity. The fair values represent management’s best estimates based on a range of methodologies and assumptions. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies and Note 18 - Fair Value of Financial Instruments" to the consolidated financial statements of Pinnacle's 2025 Form 10-K for a description of how fair value measurements are determined.


	September 30, 2026
(in millions)	Carrying Value		Fair Value(1)		Level 1		Level 2		Level 3
Financial assets


Securities purchased with agreement to resell	$	26	$	26	$	—	$	—	$	26
Investment securities held to maturity	2,380		2,050		—		2,050		—

Loans held for sale	658		658		—		658		—


Loans, net	88,822		87,497		—		—		87,497



Financial liabilities



Deposits and securities sold under agreements to repurchase	$	103,622	$	103,605	$	—	$	—	$	103,605



FHLB advances and other borrowings	9,985		9,982		—		—		9,982

(1) Estimated fair values are consistent with an exit price concept.


	December 31, 2025
(in millions)	Carrying Value		Fair Value(1)		Level 1		Level 2		Level 3
Financial assets


Securities purchased with agreement to resell	$	96	$	96	$	—	$	—	$	96
Investment securities held to maturity	2,591		2,410		20		2,390		—

Loans held for sale	97		98		—		98		—


Loans, net	38,712		38,288		—		—		38,288




Financial liabilities



Deposits and securities sold under agreements to repurchase	$	47,717	$	46,735	$	—	$	—	$	46,735



FHLB advances and other borrowings	2,205		2,232		—		—		2,232

(1) Estimated fair values are consistent with an exit price concept.

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Note 9 - Derivative Instruments and Hedging Activities

Pinnacle utilizes derivative instruments to manage its exposure to various types of interest rate risk, exposures related to liquidity and credit risk, and to facilitate client transactions. The primary types of derivative instruments utilized by Pinnacle consist of interest rate swaps and options, interest rate lock commitments made to prospective mortgage loan clients, commitments to sell fixed-rate mortgage loans, and foreign currency exchange contracts. Interest rate lock commitments represent derivative instruments since it is intended that such loans will be sold. Pinnacle also provides foreign currency exchange services, primarily forward contracts, with counterparties to allow commercial clients to mitigate exchange rate risk. Pinnacle covers its risk by entering into an offsetting foreign currency exchange forward contract. Pinnacle enters into risk participation agreements with financial institution counterparties where we are either a participant or a lead bank so that the risk of default on the interest rate swaps is shared. Pinnacle either pays or receives a fee depending on the participation type. As of September 30, 2026, Pinnacle has risk participation agreements with a total notional amount of $2.0 billion. Additionally, Pinnacle enters into swaps to facilitate customer transactions and meet their financing needs. Upon entering into these instruments to meet customer needs, Pinnacle enters into offsetting positions in order to minimize the risk to Pinnacle. These swaps qualify as derivatives, but are not designated as hedging instruments.

On June 28, 2024, Pinnacle executed a credit default swap (CDS) with a counterparty with a notional amount of $87 million. The CDS notional amount is equal to 5% of a reference pool of $1.7 billion in first lien consumer real estate - mortgage loans whereby the counterparty will assume the first loss position for these loans up to approximately $87 million in aggregate losses. Pinnacle will pay to the counterparty an annual loss protection fee equal to 7.95% of the corresponding notional amount of the CDS for as long as the loans in the reference pool remain outstanding. The notional amount of the CDS will decline over time as the loans in the reference portfolio are paid down, mature or the counterparty absorbs the first loss portion of losses on those loans. On December 22, 2025, Pinnacle executed a CDS with a notional amount of $80 million. The CDS notional amount is equal to 12.5% of a reference pool of commercial subscription lines of credit whereby the counterparty will assume first loss position for these loans up to approximately $80 million in aggregate losses. Pinnacle will pay to the counterparty an annual loss protection fee equal to 4.94% of the corresponding notional amount until the scheduled termination date of December 22, 2030, subject to early termination criteria not being met. The notional amount of the CDS will fluctuate until the replenishment cut-off date, December 22, 2028, subject to early termination criteria not being met, at which time the reference pool will decline over time. Each CDS qualifies as a derivative, but is not designated as a hedging instrument.

See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" to the consolidated financial statements of Pinnacle's 2025 Form 10-K for additional information regarding accounting policies for derivatives.

Hedging Derivatives

Cash flow hedging relationships mitigate exposure to the variability of future cash flows or other forecasted transactions. The hedging strategy converts the SOFR-based variable interest rate on forecasted borrowings to a fixed interest rate and is used in an effort to protect Pinnacle from floating interest rate variability. The contracts effectively modify Pinnacle's exposure to interest rate risk by utilizing receive fixed/pay index-based variable rate interest rate swaps and floors. Pinnacle also uses interest rate caps to mitigate the impact of changing deposit rates of federal funds based deposit accounts.

For cash flow hedges, gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (loss), net of the tax impact, and subsequently reclassified into earnings when the hedged transaction affects earnings with the impacts recorded in the same income statement line item used to present the earnings effect of the hedged item. When a cash flow hedge relationship is discontinued but the hedged cash flows, or forecasted transactions, are still expected to occur, gains or losses that were accumulated in OCI are amortized into earnings over the same periods in which the hedged transactions are still expected to affect earnings. If, however, it is probable the forecasted transactions will no longer occur, the remaining accumulated amounts in OCI for the impacted cash flow hedges are immediately recognized in earnings. Pinnacle terminated cash flow hedges with $8 million of unrealized gains in OCI during the period. Pinnacle recognized a pre-tax gain of $1 million during the three and nine months ended September 30, 2026 related to the amortization of terminated cash flow hedges. Pinnacle expects to reclassify $3 million in pre-tax gains related to the amortization of terminated cash flow hedges over the next 12 months.

Pinnacle utilizes interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate callable securities available for sale. The hedging strategy on securities converts the fixed interest rates to variable interest rates based on SOFR or federal funds rates. These derivatives are designated as partial term hedges of selected cash flows covering specified periods of time prior to the call dates of the hedged securities. Pinnacle also utilizes interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on FHLB advances, other borrowings and deposits. The changes in fair value of the fair value hedges are recorded through earnings with an offset against changes in the fair value of the hedged item within net interest income in the consolidated statements of income. All components of each derivative instrument’s gain (loss) are included in the assessment of hedge effectiveness.

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Derivatives not designated as hedges include those that are entered into as either economic hedges to facilitate client needs or as part of Pinnacle's overall risk management strategy. Economic hedges are those that do not qualify to be treated as a fair value hedge or cash flow hedge for accounting purposes but are necessary to economically manage the risk exposure associated with the assets and liabilities of Pinnacle. For derivative instruments that are not designated as hedging instruments, changes in the fair value of the derivatives are recognized in earnings immediately.

Counterparty Credit Risk and Collateral

Entering into derivative contracts potentially exposes Pinnacle to the risk of counterparties’ failure to fulfill their legal obligations, including, but not limited to, potential amounts due or payable under each derivative contract. Notional principal amounts are often used to express the volume of these transactions, but the amounts potentially subject to credit risk are much smaller. Pinnacle assesses the credit risk of its dealer counterparties by regularly monitoring publicly available credit rating information, evaluating other market indicators, and periodically reviewing detailed financials. Dealer collateral requirements are determined via risk-based policies and procedures and in accordance with existing agreements. Pinnacle seeks to minimize dealer credit risk by dealing with highly rated counterparties and by obtaining collateral for exposures above certain predetermined limits. Management closely monitors credit conditions within the client swap portfolio, which management deems to be of higher risk than dealer counterparties. Collateral is secured at origination and credit-related fair value adjustments are recorded against the asset value of the derivative as deemed necessary based upon an analysis, which includes consideration of the current asset value of the swap, client risk rating, collateral value, and client standing with regards to its swap contractual obligations and other related matters. Such asset values fluctuate based upon changes in interest rates regardless of changes in notional amounts and changes in client specific risk.

Collateral Requirements

Pinnacle's derivative instruments with certain counterparties contain legally enforceable netting that allow multiple transactions to be settled into a single amount. The fair value hedge and interest rate swaps (swaps) assets and liabilities are presented at gross fair value before the application of bilateral collateral and master netting agreements, but after the initial margin posting and daily variation margin payments made with central clearinghouse organizations. Total fair value hedge and swaps assets and liabilities are adjusted to take into consideration the effects of legally enforceable master netting agreements and cash collateral received or paid.

Certain derivative transactions have collateral requirements, both at the inception of the trade and as the value of each derivative position changes. As of September 30, 2026 and December 31, 2025, Pinnacle had recorded the right to reclaim cash collateral of $21 million and $36 million, respectively. As of September 30, 2026 and December 31, 2025, Pinnacle had recorded the obligation to return cash collateral of $184 million and $62 million, respectively.

For derivatives cleared through central clearing houses, the variation margin payments made are legally characterized as settlements of the derivatives. As a result, these variation margin payments are netted against the fair value of the respective derivative contracts in the consolidated balance sheets and related disclosures.

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The following table reflects the estimated fair value of derivative instruments included in other assets and other liabilities on the consolidated balance sheets along with their respective notional amounts on a gross basis.


	September 30, 2026						December 31, 2025
			Estimated Fair Value						Estimated Fair Value
(in millions)	Notional Amount		Derivative Assets		Derivative Liabilities		Notional Amount		Derivative Assets		Derivative Liabilities
Derivatives in cash flow hedging relationships:
Interest rate contracts	$	10,250	$	70	$	—	$	9,750	$	83	$	—
Total cash flow hedges			$	70	$	—			$	83	$	—

Derivatives in fair value hedging relationships:
Interest rate contracts	$	6,499	$	4	$	7	$	4,340	$	47	$	1
Total fair value hedges			$	4	$	7			$	47	$	1
Total derivatives designated as hedging instruments			$	74	$	7			$	130	$	1

Derivatives not designated as hedging instruments:
Interest rate contracts	$	29,284	$	164	$	357	$	6,425	$	40	$	40
Mortgage derivatives - interest rate lock commitments	109		1		—		64		1		—
Mortgage derivatives - forward commitments to sell fixed-rate mortgage loans	105		2		—		53		—		—

Foreign exchange contracts	178		2		—		—		—		—
Visa derivative	—		—		3		—		—		—
Credit default swap	146		—		—		153		—		—
Total derivatives not designated as hedging instruments			$	169	$	360			$	41	$	40

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The following table presents the effect of hedging derivative instruments in the consolidated statements of income and the total amounts for the respective line item affected for the three and nine months ended September 30, 2026 and 2025.


	Three Months Ended September 30, 2026
	Interest Income				Interest Expense
(in millions)	Loans, including fees		Investment securities		Deposits		FHLB advances and other borrowings
Total interest income/expense amounts presented in the consolidated statements of income	$	1,361	$	224	$	561	$	90






Gain (loss) on fair value hedging relationships:

Recognized on derivatives	$	—	$	41	$	(15)	$	(67)
Recognized on hedged items	—		(41)		15		67
Pre-tax income (loss) recognized on fair value hedges	$	—	$	—	$	—	$	—

	Three Months Ended September 30, 2025
	Interest Income				Interest Expense
(in millions)	Loans, including fees		Investment securities		Deposits		FHLB advances and other borrowings
Total interest income/expense amounts presented in the consolidated statements of income	$	589	$	95	$	294	$	29






Gain (loss) on fair value hedging relationships:

Recognized on derivatives	$	—	$	(2)	$	—	$	2
Recognized on hedged items	—		2		—		(2)
Pre-tax income (loss) recognized on fair value hedges	$	—	$	—	$	—	$	—


	Nine Months Ended September 30, 2026
	Interest Income				Interest Expense
(in millions)	Loans, including fees		Investment securities		Deposits		FHLB advances and other borrowings
Total interest income/expense amounts presented in the consolidated statements of income	$	3,931	$	629	$	1,616	$	226






Gain (loss) on fair value hedging relationships:

Recognized on derivatives	$	—	$	33	$	(27)	$	(101)
Recognized on hedged items	—		(33)		27		101
Pre-tax income (loss) recognized on fair value hedges	$	—	$	—	$	—	$	—

	Nine Months Ended September 30, 2025
	Interest Income				Interest Expense
(in millions)	Loans, including fees		Investment securities		Deposits		FHLB advances and other borrowings
Total interest income/expense amounts presented in the consolidated statements of income	$	1,707	$	276	$	852	$	87






Gain (loss) on fair value hedging relationships:

Recognized on derivatives	$	—	$	(24)	$	—	$	19
Recognized on hedged items	—		24		—		(19)
Pre-tax income (loss) recognized on fair value hedges	$	—	$	—	$	—	$	—

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The following table presents the carrying amount and associated cumulative basis adjustment related to the application of hedge accounting that is included in the carrying amount of the hedged assets/(liabilities) in fair value hedging relationships.


	September 30, 2026				December 31, 2025
(in millions)	Hedged Items Currently Designated						Hedged Items Currently Designated
Line item on the balance sheet	Carrying Amount of Assets/(Liabilities)		Hedge Accounting Basis Adjustment		Carrying Amount of Assets/(Liabilities)	Hedge Accounting Basis Adjustment
Securities available for sale(1)(2)	$	1,215	$	(133)			$	3,701	$	(48)
Interest-bearing deposits	(1,673)		(27)				—		—
FHLB advances and other borrowings	(3,358)		(102)				(1,174)		(1)

(1) In April 2022, interest rates swaps designated as fair value hedges with notional amounts totaling $164 million and market values totaling $14 million were terminated. Approximately $1 million in gains were recognized at the time of termination and the remaining $3 million at September 30, 2026 will be accreted as additional interest income on the previously hedged available for sale mortgage backed and municipal securities over the same period as existing purchase discounts or premiums on these securities.

(2) Carrying amount represents amortized cost.

The pre-tax effect of changes in fair value from derivative instruments not designated as hedging instruments in the consolidated statements of income for the three and nine months ended September 30, 2026 and 2025 is presented below.


		Gain (Loss) Recognized in Consolidated Statements of Income
		Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	Location in Consolidated Statements of Income	2026		2025		2026		2025
Derivatives not designated as hedging instruments:

Mortgage derivatives - interest rate lock commitments	Total loan sales and servicing	$	(2)	$	—	$	—	$	—
Mortgage derivatives - forward commitments to sell fixed-rate mortgage loans	Total loan sales and servicing	1		—		2		—

Foreign exchange contracts	Capital markets income	1		—		—		—
Visa derivative	Other non-interest expense	3		—		5		—

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Note 10 - Net Income Per Common Share

The following table displays a reconciliation of the information used in calculating basic and diluted net income per common share for the three and nine months ended September 30, 2026 and 2025. Diluted net income per common share incorporates the potential impact of contingently issuable shares such as those related to restricted share units (RSUs), and performance share units (PSUs), including awards which require future service and meeting certain performance and market metrics as a condition of delivery of the underlying common stock. During periods where the effect of these instruments is antidilutive, meaning their inclusion would increase earnings per share, they are excluded from the calculation.


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollar amounts in millions, except per share data, share count in thousands)	2026		2025		2026		2025
Basic Net Income Per Common Share:
Net income available to common shareholders	$	364	$	169	$	812	$	461
Weighted average common shares outstanding, basic	151,113		76,904		151,072		76,841
Net income per common share, basic	$	2.41	$	2.20	$	5.38	$	6.00
Diluted Net Income Per Common Share:
Net income available to common shareholders	$	364	$	169	$	812	$	461
Weighted average common shares outstanding, basic	151,113		76,904		151,072		76,841
Effect of dilutive outstanding equity-based awards	605		406		481		402
Weighted average common shares, diluted	151,718		77,310		151,553		77,243
Net income per common share, diluted	$	2.40	$	2.19	$	5.36	$	5.96
Anti-dilutive shares (1)	65		716		260		675

(1) The effects from the assumed exercise in RSUs and PSUs that have been excluded from the computation of diluted earnings per share because the impact would have been anti-dilutive or because the performance metrics have not been attained as of the reporting period.

Note 11 - Commitments and Contingencies

In the normal course of business, Pinnacle enters into commitments to extend credit such as loan commitments and letters of credit to meet the financing needs of its clients. Pinnacle uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Pinnacle also has commitments to fund certain tax credits, CRA partnerships, and other investments.

The contractual amount of these financial instruments represents Pinnacle's maximum credit risk should the counterparty draw upon the commitment, and should the counterparty subsequently fail to perform according to the terms of the contract. Since many of the commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements. Additionally, certain commitments (primarily consumer) can generally be canceled by providing notice to the borrower.

The ACL associated with unfunded commitments and letters of credit is recorded within other liabilities on the consolidated balance sheets. At September 30, 2026 and December 31, 2025, the ACL for unfunded commitments was $79 million and $16 million, respectively. Additionally, an immaterial amount of unearned fees relating to letters of credit are recorded within other liabilities on the consolidated balance sheets.


(in millions)	September 30, 2026		December 31, 2025
Letters of credit	$	1,325	$	601
Commitments to fund commercial and industrial loans	22,313		9,309
Commitments to fund commercial real estate, construction, and land development loans	7,982		5,329
Commitments under home equity lines of credit	4,127		1,904
Unused credit card lines	909		411
Other loan commitments	1,855		1,047
Total letters of credit and unfunded lending commitments	$	38,511	$	18,601

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Legal Proceedings

Pinnacle and its subsidiaries are subject to various legal proceedings, claims, and disputes that arise in the ordinary course of its business. Additionally, in the ordinary course of business, Pinnacle and its subsidiaries are subject to regulatory and governmental examinations, information gathering requests, inquiries, and investigations. Pinnacle, like many other financial institutions, has been the target of legal actions and other proceedings asserting claims for damages and related relief for losses. These actions include, but are not limited to, mortgage loan and other loan put-back claims, claims and counterclaims asserted by individual clients related to their accounts or relationships, allegations of violations of state and federal laws, and regulations relating to banking practices, including putative class action matters. In addition to actual damages, if Pinnacle does not prevail in such asserted legal actions, credit-related litigation could result in additional write-downs or charge-offs of assets, which could adversely affect Pinnacle's results of operations during the period in which the write-down or charge-off were to occur.

At least quarterly, Pinnacle carefully examines and considers each legal matter using then available information, and, in those situations where Pinnacle determines that a particular legal matter presents loss contingencies that are both probable and reasonably estimable, Pinnacle establishes an appropriate reserve. An event is considered to be probable if the future event is likely to occur. In the absence of a determination that a loss contingency is both probable and reasonably estimable, no accrual is made. Once established, accruals are adjusted to reflect developments related to these matters. While the final outcome of any legal proceeding is inherently uncertain, based on the information currently available, advice of counsel, and available insurance coverage, management believes that the amounts accrued with respect to legal matters as of September 30, 2026 are adequate.

In addition, where Pinnacle determines that there is a reasonable possibility of a loss in respect of legal matters, Pinnacle considers whether it is able to estimate the total reasonably possible loss or range of loss. Under GAAP, an event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely,” and an event is “remote” if the “chance of the future event or events occurring is slight.” In many situations, Pinnacle may be unable to estimate reasonably possible losses due to the difficulty of predicting the outcome of legal matters and the preliminary nature of the legal matters, as well as a variety of other factors and uncertainties. Those matters for which a meaningful estimate is not possible are not included within this estimated range and, therefore, this range does not represent our maximum loss exposure. For those legal matters where Pinnacle is able to estimate a range of reasonably possible losses, management currently estimates the aggregate range from our outstanding litigation is from zero to $30 million in excess of the amounts accrued, if any, related to those matters. This estimated aggregate range is based upon information currently available to Pinnacle, and the actual losses could prove to be lower or higher. As there are further developments in these legal matters, Pinnacle will reassess these matters, and the estimated range of reasonably possible losses may change as a result of this assessment. Based on Pinnacle's current knowledge and advice of counsel, management presently does not believe that the liabilities arising from these legal matters will have a material adverse effect on Pinnacle's consolidated financial condition, results of operations, or cash flows. However, in light of the significant uncertainties involved and the large or indeterminate damages sought in some of these matters, it is possible that the ultimate resolution of these legal matters could have a material adverse effect on Pinnacle's results of operations or financial condition for any particular period.

Any estimate or determination relating to the future resolution of litigation, regulatory or governmental examinations, information gathering requests, inquiries, investigations, or similar matters is inherently uncertain and involves significant judgment. This is particularly true in the early stages of a legal matter, when legal issues and facts have not been well articulated, reviewed, analyzed, and vetted through discovery, preparation for trial or hearings, substantive and productive mediation or settlement discussions, or other actions. It is also particularly true with respect to class action and similar claims involving multiple defendants, matters with complex procedural requirements or substantive issues or novel legal theories, and examinations, investigations, and other actions conducted or brought by regulatory and governmental agencies, in which the normal adjudicative process is not applicable. Accordingly, we usually are unable to determine whether a favorable or unfavorable outcome is remote, reasonably likely, or probable, or to estimate the amount or range of a probable or reasonably likely loss, until relatively late in the course of a legal matter, sometimes not until a number of years have elapsed. Accordingly, our judgments and estimates relating to claims will change from time to time in light of developments, and actual outcomes will differ from our estimates. These differences may be material.

Pinnacle Financial intends to vigorously pursue all available defenses to these legal matters but will also consider other alternatives, including settlement, in situations where there is an opportunity to resolve such legal matters on terms that Pinnacle Financial considers to be favorable, including in light of the continued expense and distraction of defending such legal matters. Pinnacle Financial maintains insurance coverage, which may be available to cover legal fees, or potential losses that might be incurred in connection with such legal matters. The above-noted estimated range of reasonably possible losses does not take into consideration insurance coverage which may or may not be available for the respective legal matters.

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Note 12 - Segment Reporting

Pinnacle's business segments are based on the products and services provided or the clients served and reflect the manner in which financial information is evaluated by the chief operating decision maker. Pinnacle's CODM is the Chief Executive Officer. The CODM primarily utilizes revenue and non-interest expense directly attributable to a respective segment as well as actual versus expected credit losses when assessing performance and allocating resources.

During the first quarter of 2026 in connection with the Merger, Pinnacle reorganized its management reporting structure into two major reportable business segments: Banking and Wealth. The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to GAAP. As a result, reported segment results are not necessarily comparable with similar information reported by other financial institutions.

The Banking operating segment includes both commercial and consumer banking services and insurance. Commercial banking services are provided to corporations and other business clients and include a wide array of lending and cash management products. Consumer banking services include direct lending and depository services. Insurance provides insurance brokerage services to individuals and businesses covering corporate and personal property and casualty products, as well as group health and life insurance products. Additionally, the Banking segment provides treasury management solutions and payment processing services.

The Wealth segment provides a broad array of planning and advisory services, brokerage services, investment management, and trust services to individual, corporate, and institutional clients. Personal and institutional trust services provide advisory, investment management and trustee services to institutions, affluent and high-net-worth individuals. Family office services provide integrated, customized wealth management for ultra-high-net-worth, multigenerational families and other fee-only services such as estate administration, trust tax planning and custody. Brokerage services includes businesses that operate under the Company’s charter, through a broker/dealer and as a registered investment advisor. It generates revenue through fee-only arrangements, net interest income and other fee-only services (retail brokerage, investment banking and financial advisory services) as well as Pinnacle Asset Management.

Functional activities such as treasury, technology, operations, marketing, finance, enterprise risk, legal, human resources, corporate communications, executive management, among others, are included in Treasury and Corporate Other. In addition, certain assets, liabilities, revenue, and expense not allocated or attributable to a particular business segment, such as Pinnacle's third-party consumer loans, loans held for sale, BHG, and consumer and small business card, as well as certain reconciling items in order to translate segment results that are based on management accounting practices into consolidated results are also included in Treasury and Corporate Other.

Pinnacle uses a centralized FTP methodology to attribute appropriate net interest income to its business segments. The intent of the FTP methodology is to transfer interest rate risk from the business segments by providing matched duration funding of assets and liabilities. The result is to centralize the financial impact, management, and reporting of interest rate risk in the Treasury and Corporate Other function, where it can be centrally monitored and managed. Treasury and Corporate Other charges (credits) an internal cost of funds for assets held in (or pays for funding provided by) each business segment. The process for determining FTP is based on a number of factors and assumptions, including prevailing market interest rates, the expected lives of various assets and liabilities, and the Company's broader funding profile.

Provision for (reversal of) credit losses is allocated to segments based on the balance of loans managed by the segments during the period. By comparison, the consolidated provision for (reversal of) credit losses is determined based on the ACL model using methodologies described in "Note 1 - Basis of Presentation and Accounting Policies" herein, with the difference between the consolidated provision for (reversal of) credit losses and the business segments' provision for (reversal of) credit losses reflected in Treasury and Corporate Other.

The following tables present certain financial information for each reportable business segment for the three and nine months ended September 30, 2026 and 2025 and as of September 30, 2026 and December 31, 2025. The application and development of management reporting methodologies is a dynamic process and is subject to periodic enhancements. As these enhancements are made, financial results presented by each reportable business segment may be periodically revised. Loan and deposit transfers occur from time to time between reportable business segments primarily to maintain the migration of clients and relationship managers between segments; however, prior period loan and deposit balances and any related net interest income and FTP are not adjusted for transfers.

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	Three Months Ended September 30, 2026
(in millions)	Banking		Wealth		Treasury and Corporate Other		Pinnacle Consolidated
Net interest income	$	836	$	10	$	140	$	986
Provision for (reversal of) credit losses	84		—		2		86
Net interest income after provision for credit losses	752		10		138		900
Core banking fees	84		—		12		96
Wealth management revenue	4		84		—		88
Capital markets income	17		—		—		17
Total loan sales and servicing	8		—		—		8


Other non-interest revenue	32		—		85		117
Total non-interest revenue	145		84		97		326
Salaries and other personnel expense	220		50		128		398
Net occupancy, equipment and software expense	39		1		61		101
Other operating expense(1)(2)	66		8		176		250
Total non-interest expense	325		59		365		749
Income (loss) before income taxes	$	572	$	35	$	(130)	$	477


	Three Months Ended September 30, 2025
(in millions)	Banking		Wealth		Treasury and Corporate Other		Pinnacle Consolidated
Net interest income	$	359	$	2	$	36	$	397
Provision for (reversal of) credit losses	31		—		1		32
Net interest income after provision for credit losses	328		2		35		365
Core banking fees	27		—		7		34
Wealth management revenue	6		32		—		38
Capital markets income	4		—		—		4
Total loan sales and servicing	5		—		—		5


Other non-interest revenue	1		—		65		66
Total non-interest revenue	43		32		72		147
Salaries and other personnel expense	119		21		45		185
Net occupancy, equipment and software expense	19		—		26		45
Other operating expense(1)(3)	25		1		47		73
Total non-interest expense	163		22		118		303
Income (loss) before income taxes	$	208	$	12	$	(11)	$	209

(1) Other operating expense for Banking and Wealth primarily includes software platform expense, professional fees, and FDIC insurance and other regulatory fees.

(2) Treasury and Corporate Other includes $52 million of the total merger-related expense of $56 million incurred during the three months ended September 30, 2026.

(3) Treasury and Corporate Other includes $8 million in total merger-related expense incurred during the three months ended September 30, 2025.

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	Nine Months Ended September 30, 2026
(in millions)	Banking		Wealth		Treasury and Corporate Other		Pinnacle Consolidated
Net interest income	$	2,398	$	30	$	447	$	2,875
Provision for (reversal of) credit losses	220		—		4		224
Net interest income after provision for credit losses	2,178		30		443		2,651
Core banking fees	247		—		33		280
Wealth management revenue	12		245		—		257
Capital markets income	53		—		—		53
Total loan sales and servicing	27		—		—		27


Other non-interest revenue	42		1		197		240
Total non-interest revenue	381		246		230		857
Salaries and other personnel expense	646		149		377		1,172
Net occupancy, equipment and software expense	120		4		176		300
Other operating expense(1)(2)	185		26		740		951
Total non-interest expense	951		179		1,293		2,423
Income (loss) before income taxes	$	1,608	$	97	$	(620)	$	1,085


	Nine Months Ended September 30, 2025
(in millions)	Banking		Wealth		Treasury and Corporate Other		Pinnacle Consolidated
Net interest income	$	1,062	$	8	$	73	$	1,143
Provision for (reversal of) credit losses	71		—		2		73
Net interest income after provision for credit losses	991		8		71		1,070
Core banking fees	78		—		20		98
Wealth management revenue	15		88		—		103
Capital markets income	11		—		—		11
Total loan sales and servicing	17		—		—		17


Other non-interest revenue	7		—		133		140
Total non-interest revenue	128		88		153		369
Salaries and other personnel expense	344		59		134		537
Net occupancy, equipment and software expense	56		—		75		131
Other operating expense(1)(3)	69		4		123		196
Total non-interest expense	469		63		332		864
Income (loss) before income taxes	$	650	$	33	$	(108)	$	575

(1) Other operating expense for Banking and Wealth primarily includes software platform expense, professional fees, and FDIC insurance and other regulatory fees.

(2) Treasury and Corporate Other includes $371 million of the total merger-related expense of $382 million incurred during the nine months ended September 30, 2026.

(3) Treasury and Corporate Other includes $8 million in total merger-related expense incurred during the nine months ended September 30, 2025.

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	September 30, 2026
(dollars in millions)	Banking		Wealth		Treasury and Corporate Other		Pinnacle Consolidated
Loans, net of deferred fees and costs	$	88,061	$	47	$	1,700	$	89,808
Deposits	$	89,765	$	3,050	$	10,221	$	103,036
Full-time equivalent employees	5,029		608		2,939		8,576

	December 31, 2025
(dollars in millions)	Banking		Wealth		Treasury and Corporate Other		Pinnacle Consolidated
Loans, net of deferred fees and costs	$	37,985	$	—	$	1,169	$	39,154
Deposits	$	42,339	$	1,160	$	3,902	$	47,401
Full-time equivalent employees	2,367		250		1,093		3,710

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ITEM 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

In this Report, the words “Pinnacle,” “the Company,” “we,” “us,” and “our” refer to Pinnacle Financial Partners, Inc. together with Pinnacle Bank and Pinnacle's other wholly-owned subsidiaries, except where the context requires otherwise.

FORWARD-LOOKING STATEMENTS

Certain statements made or incorporated by reference in this Report which are not statements of historical fact, including those under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Report, constitute forward-looking statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include statements with respect to Pinnacle's beliefs, plans, objectives, goals, targets, expectations, anticipations, assumptions, estimates, intentions and future performance and involve known and unknown risks, many of which are beyond Pinnacle's control and which may cause Pinnacle's actual results, performance or achievements or the financial services industry or economy generally, to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

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,” “predicts,” “could,” “should,” “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 financial services industry and economy in general. Forward-looking statements are based on the 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 document. Many of these factors are beyond Pinnacle's ability to control or predict. These factors include, but are not limited to:

(1)our ability to realize all of the expected benefits of the Merger and our ability to integrate the two companies as expected;

(2)our ability to realize the expected benefits from our strategic initiatives, including the Merger, or other operational and execution goals in the time period expected, which could negatively affect our future profitability;

(3)competition in the financial services industry, including competition from nontraditional banking institutions such as Fintechs and non-bank lenders;

(4)an economic downturn and contraction, including a recession, and the resulting effects on our capital, financial condition, credit quality, results of operations, and future growth, including that the strength of the current economic environment could be further weakened by persistent or rising inflation, interest rate fluctuations, changes in fiscal and monetary policy, and geopolitical uncertainty;

(5)our ability to attract and retain employees, including as a result of the Merger and as part of our hiring strategy, and the impact of senior leadership transitions and recruitment of experienced financial service providers that are key to our strategic initiatives;

(6)the impact of recent or proposed changes in fiscal, monetary and economic policy, laws, and regulations, or the interpretation or application thereof, and the uncertainty of future implementation and enforcement of these policies and regulations, including persistent inflationary pressures, potential interest rate fluctuations, and potential changes to government policies related to immigration, trade, and government spending;

(7)changes in the interest rate environment, including changes to the federal funds rate, and competition in our primary market area may result in increased funding costs or reduced earning assets yields, thus reducing margins and net interest income;

(8)our strategic implementation of new lines of business, new products and services, and new technologies and the expansion of our existing business opportunities with a renewed focus on innovation;

(9)prolonged periods of inflation and its effects on our business, profitability, and our stock price, as well as the impact on our clients (including the velocity and levels of deposit withdrawals and loan repayment);

(10)changes in BHG's funding model, credit performance, regulatory oversight, auction platform activity, or growth strategy that could reduce and increase volatility in our earnings;

(11)the impact of adverse developments in the banking industry on client confidence, liquidity, and regulatory responses to these developments (including increases in the cost of our deposit insurance assessments and increased regulatory scrutiny), our ability to effectively manage our liquidity risk and any growth plans, and the availability of capital and funding;

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(12)we may be exposed to potential losses in the event of fraud and/or theft, or in the event that a third-party vendor, obligor, or business partner fails to pay amounts due to us under that relationship or under any arrangement that we enter into with them;

(13)changes in the cost and availability of funding due to changes in the deposit market and credit market;

(14)restrictions or limitations on access to funds from historical and alternative sources of liquidity could adversely affect our overall liquidity, which could restrict our ability to make payments on our obligations and our ability to support asset growth and sustain our operations and the operations of Pinnacle Bank;

(15)we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services industry;

(16)our current and future information technology system enhancements and operational initiatives, including those related to or involving artificial intelligence, may not be successfully implemented, which could negatively impact our operations;

(17)risks related to the development and use of artificial intelligence in our industry and generally;

(18)our business relationships with, and reliance upon, third parties that have strategic partnerships with us or that provide key components of our business infrastructure, including the costs of services and products provided to us by third parties, and disruptions in service or financial difficulties with a third-party vendor or business relationship;

(19)our enterprise risk management framework, our compliance program, or our corporate governance and supervisory oversight functions may not identify or address risks adequately, which may result in unexpected losses;

(20)our asset quality may deteriorate or our allowance for credit losses may prove to be inadequate or may be negatively affected by credit risk exposures;

(21)the ability of our operational framework to identify and manage risks associated with our business, such as credit risk, compliance risk, reputational risk, cybersecurity risk, and operational risk, including by virtue of our relationships with third-party business partners, as well as our relationships with third-party vendors and other service providers;

(22)if economic conditions worsen or regulatory capital rules are modified, we may be required to undertake initiatives to improve or conserve our capital position;

(23)our ability to identify and address cybersecurity risks such as data security breaches, malware, "denial of service" attacks, "hacking," and identity theft, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption, or damage of our systems, increased costs, significant losses, or adverse effects to our brand reputation;

(24)the impact on our financial results, brand reputation, and business if we are unable to comply with all applicable federal and state regulations or other supervisory actions or directives and any necessary capital initiatives;

(25)we may not be able to identify suitable bank and non-bank acquisition opportunities as part of our growth strategy and even if we are able to identify attractive acquisition opportunities, we may not be able to complete such transactions on favorable terms or realize the anticipated benefits from such acquisitions;

(26)our ability to receive dividends from our subsidiaries could affect our liquidity, including our ability to pay dividends or take other capital actions;

(27)our corporate responsibility strategies and initiatives, the scope and pace of which could alter our brand reputation and shareholder, employee, client, and third-party relationships;

(28)we could realize losses if we sell assets and the proceeds we receive are lower than the carrying value of such assets;

(29)our ability to obtain regulatory approval to take certain actions, including any dividends on our common or preferred stock, any repurchases of our common or preferred stock, or any other issuance or redemption of any other regulatory capital instruments, as well as any applications in respect to strategic initiatives;

(30)our concentrated operations in the Southeastern U.S. make us vulnerable to local economic conditions, local weather catastrophes, public health issues, and other external events;

(31)the costs and effects of litigation, investigations, or similar matters, or adverse facts and developments related thereto;

(32)the fluctuation in our stock price and general volatility in the stock market;

(33)the effects of any damages to our brand reputation resulting from developments related to any of the items identified above; and

(34)other factors and other information contained in this Report and in other reports and filings that we make with the SEC under the Exchange Act, including, without limitation, those found in "Part II - Item 1A. Risk Factors" of this Report.

For a discussion of these and other risks that may cause actual results to differ from expectations, refer to “Part II - Item 1A. Risk Factors” and other information contained in this Report and our other periodic filings, including quarterly reports on Form 10-Q and current reports on Form 8-K, that we file from time to time with the SEC. All written or oral forward-looking statements that are made by or are attributable to Pinnacle are expressly qualified by this cautionary notice. You should not

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place undue reliance on any forward-looking statements since those statements speak only as of the date on which the statements are made. Pinnacle undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of new information or unanticipated events, except as may otherwise be required by law.

INTRODUCTION AND CORPORATE PROFILE

Pinnacle Financial Partners, Inc. is a financial services company and registered bank holding company headquartered in Atlanta, Georgia. Through its wholly-owned subsidiary, Pinnacle Bank, a Tennessee state-chartered bank that is a member of the Federal Reserve System, the Company provides commercial and consumer banking in addition to a full suite of specialized products and services, including wealth services, treasury management, mortgage services, premium finance, asset-based lending, structured lending, capital markets, and international banking. Pinnacle also provides financial planning and investment advisory services through certain of its wholly-owned subsidiaries.

On January 1, 2026, the Merger closed and on January 2, 2026, Pinnacle Bank became a member bank of the Federal Reserve System and Synovus Bank, a Georgia-chartered bank and wholly-owned subsidiary of Synovus merged with and into Pinnacle Bank, with Pinnacle Bank continuing as the surviving entity and as a wholly-owned subsidiary of Pinnacle. Pinnacle Bank continues to operate under the name “Pinnacle Bank” and remains headquartered in Nashville, Tennessee.

Pinnacle Bank is positioned in some of the highest growth markets in the Southeast, with 382 branches and 501 ATMs across its footprint as of September 30, 2026.

REGULATORY CAPITAL-RELATED DEVELOPMENTS

On March 19, 2026, the Federal Reserve, the FDIC, and the OCC issued a series of proposed rules to revise the U.S. regulatory capital framework to finalize the post-crisis Basel III reforms. Comments were due by June 18, 2026. As a Category IV banking organization, the Company and the Bank would not be required to adopt the new expanded risk-based approach. However, if implemented as proposed, the rules would impact how the Company and the Bank calculate regulatory capital ratios. Effective dates for the revised rules were not proposed. On September 30, 2026, the Federal Reserve adopted revisions to its stress testing rules effective in 2027 that for a Category IV banking organization, such as Pinnacle, will open the stress test models to public comment and delay revisions to the stress capital buffer to be effective January 1 of the following year rather than October 1 of the current year following receipt of test results. The Company and the Bank will continue to monitor for developments and consider impacts on capital planning.

EXECUTIVE SUMMARY

The following financial review summarizes the significant trends, changes in our business, transactions, and other matters affecting Pinnacle’s results of operations for the three and nine months ended September 30, 2026 compared to the same periods in 2025 and financial condition as of September 30, 2026 compared to December 31, 2025. This discussion supplements, and should be read in conjunction with, the unaudited interim consolidated financial statements and notes thereto contained elsewhere in this Report and the consolidated financial statements of Pinnacle, the notes thereto, and management’s discussion and analysis contained in Pinnacle's 2025 Form 10-K.

Management's Discussion and Analysis of Financial Condition and Results of Operations consists of:

•Discussion of Results of Operations - Reviews Pinnacle's financial performance, as well as selected balance sheet items, items from the statements of income, significant transactions, and certain key ratios that illustrate Pinnacle's performance.

•Credit Quality, Capital Resources and Liquidity - Discusses credit quality, market risk, capital resources, and liquidity, as well as performance trends. It also includes a discussion of liquidity policies, how Pinnacle obtains funding, and related performance.

•Additional Disclosures - Discusses additional important matters, including critical accounting policies and non-GAAP financial measures.

A reading of each section is important to fully understand our financial performance.

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DISCUSSION OF RESULTS OF OPERATIONS


Table 1 - Consolidated Financial Highlights
	Three Months Ended September 30,							Nine Months Ended September 30,
(dollars in millions, except per share data)	2026			2025			Change(1)	2026			2025			Change(1)
Net interest income	$	986		$	397		148%	$	2,875		$	1,143		152	%
Provision for credit losses	86			32			168	224			73			207
Non-interest revenue	326			147			122	857			369			132
Total revenue	1,312			544			141	3,732			1,512			147
Non-interest expense	749			303			147	2,423			864			180
Income before income taxes	477			209			129	1,085			575			89
Net income	379			173			119	857			473			81
Less: Preferred stock dividends	15			4			292	45			12			259
Net income available to common shareholders	364			169			116	812			461			76
Net income per common share, basic	2.41			2.20			10	5.38			6.00			(10)
Net income per common share, diluted	2.40			2.19			10	5.36			5.96			(10)
Net interest margin(2)	3.40		%	3.26		%	14 bps	3.45		%	3.24		%	21 bps
Net charge-off ratio(2)	0.23			0.18			5	0.23			0.18			5
Return on average assets(2)	1.18			1.24			(6)	0.92			1.17			(25)
Return on average common equity(2)	10.28			10.33			(5)	7.79			9.63			(184)
Efficiency ratio (TE)	56.6			54.1			250	64.3			55.7			860

(1) Percentage changes are calculated using unrounded amounts and may differ from calculations based on rounded figures.

(2) Annualized


	September 30, 2026			June 30, 2026			Sequential Quarter Change			September 30, 2025			Year-Over-Year Change
(dollars in millions)
Loans, net of deferred fees and costs	$	89,808		$	88,076		$	1,732		$	37,933		$	51,875
Total average loans, quarter	88,652			86,406			2,246			37,693			50,959
Total deposits	103,036			100,898			2,138			45,732			57,304

Total average deposits, quarter	102,330			100,278			2,052			45,479			56,851
Non-performing assets ratio	0.50		%	0.50		%	—		bps	0.41		%	9		bps
Non-performing loans ratio	0.48			0.47			1			0.39			9
Past due loans over 90 days (as a % of loans)	0.01			0.01			—			0.01			—
ACL to loans coverage ratio	1.19			1.17			2			1.19			—



CET1 capital ratio	10.02			9.93			9			10.83			(81)


Total shareholders’ equity to total assets ratio	11.18			11.49			(31)			12.25			(107)

Third Quarter 2026 Overview

As the Merger became effective January 1, 2026, reported results reflect Legacy Pinnacle results prior to the completion of the Merger and results for the combined entity from the Merger closing date forward. As such, comparative data in MD&A as of and for the periods ended December 31, 2025 and September 30, 2025 reflect only Legacy Pinnacle.

Net income available to common shareholders for the third quarter of 2026 was $364 million, or $2.40 per diluted common share, compared to $169 million, or $2.19 per diluted common share, for the third quarter of 2025. Net income available to common shareholders for the nine months ended September 30, 2026 was $812 million, or $5.36 per diluted common share, compared to $461 million, or $5.96 per diluted common share, for the nine months ended September 30, 2025. The increase in net income available to common shareholders for the three and nine months ended September 30, 2026 when compared to the same periods in 2025 is primarily due to the Merger. Other impacts to the comparable periods are noted below and throughout this MD&A.

Net interest income for the third quarter ended September 30, 2026 was $986 million, up $589 million, or 148%, compared to the same period in 2025. Net interest income for the nine months ended September 30, 2026 was $2.9 billion, up $1.7 billion, or 152%, compared to the same period in 2025. Beyond the impact of the Merger, net interest income during the first nine

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months of 2026 was primarily impacted by loan growth. Net interest income during both the three and nine month periods ended September 30, 2026 was impacted by purchase accounting marks on the Synovus balance sheet and associated accretion, fixed-asset repricing and the repositioning of our securities portfolio. Purchase accounting accretion on loans may fluctuate quarter-to-quarter due to prepayments and/or charge-offs on loans during the respective periods. Net interest margin for the three and nine months ended September 30, 2026 was 3.40% and 3.45%, respectively, compared to Legacy Pinnacle margin of 3.26% and 3.24%, respectively, during the same periods in 2025.

Non-interest revenue for the three and nine months ended September 30, 2026 was $326 million and $857 million, respectively, up $179 million, or 122%, and $488 million, or 132%, respectively, compared to the same periods in 2025. Nearly all non-interest revenue categories were impacted by the Merger. Outside of the impact of the Merger, increases in both the three and nine month periods ended September 30, 2026, when compared to the comparable periods in 2025, are largely the result of growth in core banking fees, wealth management revenues, capital markets income, and an increase in income from our equity method investment in BHG, largely the result of increased loan origination. The three month period ended September 30, 2026 was also positively impacted by a nonrecurring $23 million gain from our equipment leasing business.

Non-interest expense for the three and nine months ended September 30, 2026 was $749 million and $2.4 billion, up $446 million, or 147%, and $1.6 billion, or 180%, respectively, compared to the same periods in 2025. Merger-related expense for the three and nine months ended September 30, 2026 was $56 million and $382 million, respectively. Excluding merger-related expense, non-interest expense during the three and nine months ended September 30, 2026, as compared to the same prior year periods, was impacted by higher employment expenses, largely due to increased headcount and increases in equipment, occupancy and software expense, primarily the result of software-related costs, some of which will be offset as merger-related synergies are realized.

At September 30, 2026, loans, net of deferred fees and costs, of $89.8 billion increased $50.7 billion from December 31, 2025, primarily driven by the Merger. Outside of the impact of the Merger, loan growth experienced during the nine months ended September 30, 2026 has been balanced between our specialty and geographic business units.

Credit metrics at September 30, 2026 included NPAs and NPLs at 50 bps and 48 bps, respectively, and total past due loans at 14 bps as a percentage of total loans. Net charge-offs/average loans for the three and nine months ended September 30, 2026 were in line with our expectations at 23 bps for both the quarter and year-to-date periods annualized. The ACL to loans coverage ratio was 1.19% at September 30, 2026 compared to 1.17% at December 31, 2025. The reserve was largely impacted by loan growth coupled with a more adverse macroeconomic environment and its impact on our forecasted models, offset in part by a decline in reserves for individually analyzed credits. The ACL to NPL coverage ratio was 246% at September 30, 2026, compared to 343% at December 31, 2025.

Total period-end deposits at September 30, 2026 increased $55.6 billion compared to December 31, 2025, primarily driven by the Merger. Excluding the impact of the Merger, the increase is reflective of an increase in interest-bearing and non-interest-bearing demand deposits and money market accounts.

At September 30, 2026, Pinnacle's CET1 ratio was 10.02%. Our intent remains to deploy capital generated through earnings to client growth while building CET1.

More detail on Pinnacle's financial results for the three and nine months ended September 30, 2026 may be found in subsequent sections of "Item 2. – Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Report. See also "Part II – Item 1A. – Risk Factors" of this Report.

2026 Fundamental Guidance

The outlook is unchanged from what was previously noted in January of 2026, reflects our current expectations, and is based on recent trends and client feedback. Underlying our guidance is an expectation of both a stable interest rate and economic environment. Changes to these factors could have a meaningful impact on the guidance provided below:

•end of period loan growth of approximately 9% to 11%, excluding the Day 1 purchase accounting loan mark

•end of period deposit growth of approximately 8% to 10%

•adjusted revenue (TE) (1) of approximately $5.0 billion to $5.2 billion(2)

•adjusted non-interest expense(1) of approximately $2.675 billion to $2.775 billion(3)

•net charge-off ratio of 0.20% to 0.25% year-to-date annualized

•adjusted effective income tax rate of approximately 20% to 21%(4)

(1) Non-GAAP financial measure; see "Table 14 - Reconciliation of Non-GAAP Financial Measures" of this Report for applicable reconciliation to the most comparable GAAP measure.

(2) Assumes net interest margin of 3.44% - 3.46% and minimal expected impact from potential December 2026 FOMC action.

(3) Includes approximately $185 million of estimated intangible amortization in 2026 along with an assumption that 40% of the expected net cost savings from the Merger will be realized in 2026.

(4) Based on earnings adjusted for merger-related costs.

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Loans

The following table compares the composition of the loan portfolio at September 30, 2026 and December 31, 2025.


Table 2 - Loans by Portfolio Class

(dollars in millions)	September 30, 2026				December 31, 2025
Commercial, financial and agricultural	$	37,456	41.7	%	$	16,549	42.3	%
Owner-occupied	14,607		16.3		5,747		14.6
Total commercial and industrial(1)	52,063		58.0		22,296		56.9
Investment properties	21,064		23.5		9,496		24.3
1-4 family properties	1,995		2.2		1,284		3.3
Land and development	978		1.1		576		1.4
Total commercial real estate	24,037		26.8		11,356		29.0
Consumer mortgages	8,701		9.7		3,456		8.8
Home equity	3,001		3.3		1,374		3.5
Credit cards	252		0.3		53		0.1
Other consumer loans	1,754		1.9		619		1.7
Total consumer	13,708		15.2		5,502		14.1
Loans, net of deferred fees and costs	$	89,808	100.0	%	$	39,154	100.0	%

(1) Includes senior housing loans of $4.4 billion and $521 million at September 30, 2026 and December 31, 2025, respectively, which are primarily classified as owner-occupied in accordance with our underwriting process.

At September 30, 2026, loans, net of deferred fees and costs of $89.8 billion increased $50.7 billion, or 129%, from December 31, 2025, primarily as a result of the Merger. C&I loans remain the largest component of our loan portfolio, representing 58.0% of total loans, while CRE and consumer loans represent 26.8% and 15.2%, respectively. Our portfolio composition is guided by our strategic growth plan, in conjunction with risk oversight of portfolio concentrations.

Total commercial loans (which are comprised of C&I and CRE loans) at September 30, 2026 were $76.1 billion, or 84.8% of the total loan portfolio, compared to $33.7 billion, or 85.9%, at December 31, 2025.

Pinnacle actively manages and evaluates credit risk associated with its commercial loans through robust underwriting policies and routine loan monitoring in order to identify and mitigate any weakness as early as possible. Pinnacle's management, along with its Chief Credit Officer and Credit Risk Committee, continually monitors and evaluates commercial concentrations by property class, industry, and relative to regulatory capital. As part of its risk management efforts, Pinnacle monitors its commercial loan portfolio on an ongoing basis to assess credit risks, identify emerging risks, and adjust its lending limits taking into account, among other things, (1) the size, complexity, and level of risk of loans and individual borrowers, (2) changes in the level of credit risk at both the borrower and portfolio level, (3) concentrations of credit risk pertaining to both specific industries and geographies in its loan portfolio, (4) loan structure, collateral location and quality, and project progress, and (5) economic forecasts and industry outlook.

Pinnacle has established recommended credit exposure limits for large C&I commercial lending relationships based on Pinnacle's internal risk ratings for an individual borrower at the time the lending commitment is approved, with the final exposure limit being determined by the appropriate credit approval authority. Limits for large Commercial Real Estate exposures are established at the sponsor level through an annual approval process. Commercial credits are subject to review according to credit risk management monitoring practices as outlined in Pinnacle's loan policy, as well as a sampling process performed by Pinnacle Credit Review to ensure uniform application of policies and procedures and to validate risk rating accuracy. Pinnacle prepares targeted stress tests on a routine basis for its commercial loans. This testing is completed in addition to sensitivity testing completed at the initial extension of credit.

Commercial and Industrial Loans

The C&I loan portfolio represents the largest category of Pinnacle's loan portfolio and is primarily comprised of general middle market and commercial banking clients across a diverse set of industries as well as certain specialized lending verticals. The following table shows the composition of the C&I loan portfolio aggregated by NAICS code. As of September 30, 2026 and December 31, 2025, 92.1% and 89.8%, respectively, of Pinnacle's C&I loans are secured by real estate, business equipment, inventory, and other types of collateral. C&I loans at September 30, 2026 grew $29.8 billion from December 31, 2025, primarily as a result of the Merger. Outside of the impact of the Merger, the growth was diverse by geography and supported by specialty lending.

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Table 3 - Commercial and Industrial Loans by Industry
		September 30, 2026				December 31, 2025
(dollars in millions)	NAICS Code	Amount		%(1)		Amount		%(1)
Finance and insurance	52	$	8,875	17.0	%	$	1,559	7.0	%
Health care and social assistance	62	6,073		11.7		1,610		7.2
Retail trade	44-45	3,683		7.1		1,403		6.3
Lessors of real estate	5311	3,281		6.3		1,448		6.5
Accommodation and food services	72	3,187		6.1		1,371		6.1
Non classifiable		3,101		6.0		3,226		14.5
Manufacturing	31-33	2,872		5.5		1,174		5.3
Wholesale trade	42	2,754		5.3		1,048		4.7
Construction	23	2,396		4.6		1,018		4.6
Real estate and rental and leasing other	53	2,275		4.4		1,111		5.0
Professional, scientific, and technical services	54	2,129		4.1		1,137		5.1
Other services	81	1,862		3.6		886		4.0
Transportation and warehousing	48-49	1,840		3.5		928		4.2
Information	51	1,813		3.5		1,452		6.5
Arts, entertainment and recreation	71	1,684		3.2		1,022		4.6
Other industries(2)		1,523		2.9		497		2.1
Educational services	61	1,180		2.3		574		2.6
Public administration	92	949		1.8		448		2.0
Admin, support, waste mgmt, and remediation svcs	56	586		1.1		384		1.7
Total commercial and industrial loans		$	52,063	100.0	%	$	22,296	100.0	%

(1) Loan balance in each category expressed as a percentage of total C&I loans.

(2) Comprised of NAICS industries that are less than 1% of total C&I loans.

At September 30, 2026, $37.5 billion of C&I loans, or 41.7% of the total loan portfolio, represented loans originated for the purpose of financing commercial, financial and agricultural business activities. The primary source of repayment on these loans is revenue generated from products or services offered by the business or organization. The secondary source of repayment is the collateral, which consists primarily of equipment, inventory, accounts receivable, time deposits, cash surrender value of life insurance, and other business assets, or refinance.

At September 30, 2026, $14.6 billion of C&I loans, or 16.3% of the total loan portfolio, represented loans originated for the purpose of financing owner-occupied properties. The financing of owner-occupied facilities is considered a C&I loan even though there is improved real estate as collateral such as senior housing facilities. This treatment is a result of the credit decision process, which focuses on cash flow from operations of the business to repay the debt. The secondary source of repayment on these loans is the underlying real estate. These loans are predominantly secured by owner-occupied and other real estate and, to a lesser extent, other types of collateral.

Commercial Real Estate Loans

CRE consists primarily of income-producing investment properties loans, as well as 1-4 family properties, land and development. Total CRE loans of $24.0 billion increased $12.7 billion from December 31, 2025, largely due to the Merger.

Investment properties loans consist of construction and mortgage loans for income-producing properties and are primarily made to finance multi-family properties, hotels, office buildings, retail, warehouse/industrial and other commercial development properties. Total investment properties loans as of September 30, 2026 were $21.1 billion, or 87.6% of the CRE loan portfolio, and increased $11.6 billion from December 31, 2025 primarily as a result of the Merger.

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The following table shows the principal categories of the investment properties loan portfolio at September 30, 2026 and December 31, 2025.


Table 4 - Investment Properties Loan Portfolio
	September 30, 2026				December 31, 2025
(dollars in millions)	Amount		% (1)			Amount		% (1)
Multi-Family	$	6,433	30.5	%		$	3,433	36.2	%
Hotels	2,487		11.8			574		6.0
Office Buildings	2,565		12.2			1,176		12.4
Retail	3,861		18.3			1,307		13.8
Warehouse/Industrial	3,402		16.2			2,087		22.0
Other investment property	2,316		11.0			919		9.6
Total investment properties loans	$	21,064	100.0	%		$	9,496	100.0	%

(1) Loan balance in each category expressed as a percentage of total investment properties loans.

1-4 Family Properties Loans

1-4 family properties loans include construction loans to home builders and commercial mortgage loans related to 1-4 family rental properties and are almost always secured by the underlying property being financed by such loans. These properties are primarily located in the markets served by Pinnacle. At September 30, 2026, 1-4 family properties loans totaled $2.0 billion, or 8.3% of the CRE loan portfolio.

Land and Development Loans

Land and development loans include commercial and residential development as well as land acquisition loans and are secured by land held for future development, typically in excess of one year. Properties securing these loans are substantially within markets served by Pinnacle, and loan terms generally include personal guarantees from the principals. Loans in this portfolio are underwritten based on the LTV of the collateral and the capacity of the guarantor(s). At September 30, 2026, land and development loans totaled $978 million, or 4.1% of the CRE loan portfolio.

Consumer Loans

The consumer loan portfolio consists of a wide variety of loan products offered through Pinnacle's banking network, including first and second residential mortgages, home equity and consumer credit card loans, as well as both secured and unsecured loans from third-party lending. Consumer loans were $13.7 billion as of September 30, 2026.

Deposits

Deposits provide the most significant funding source for interest earning assets. The following table shows the composition of period-end deposits as of the dates indicated. See Table 11 - Quarter-to-Date Net Interest Income and Table 12 - Year-to-Date Net Interest Income in this Report for information on average deposits including average rates.


Table 5 - Composition of Period-end Deposits
(dollars in millions)	September 30, 2026		%(1)		December 31, 2025		%(1)		September 30, 2025		%(1)
Non-interest-bearing demand deposits	$	20,912	20.3	%	$	9,051	19.1	%	$	8,958	19.6	%
Interest-bearing demand deposits	29,728		28.8		15,649		33.0		15,032		32.9
Money market accounts	36,961		35.9		16,824		35.5		16,301		35.7
Savings deposits	1,781		1.7		804		1.7		797		1.6
Time deposits	13,654		13.3		5,073		10.7		4,644		10.2
Total deposits	$	103,036	100.0	%	$	47,401	100.0	%	$	45,732	100.0	%

(1) Deposits balance in each category expressed as percentage of total deposits.

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Total period-end deposits at September 30, 2026 were up $55.6 billion, or 117%, compared to December 31, 2025 primarily as a result of the Merger. Excluding the impact of the Merger, the increase is primarily reflective of a $2.5 billion increase in money market deposits, along with increases of approximately $658 million and $718 million, respectively, in non-interest-bearing and interest-bearing demand deposits. Total average deposit costs were 2.18% in the third quarter of 2026.

Non-interest Revenue

The following table shows the principal components of non-interest revenue.


Table 6 - Non-interest Revenue
	Three Months Ended September 30,								Nine Months Ended September 30,
(dollars in millions)	2026		2025		$ Change(1)		% Change(1)		2026		2025		$ Change(1)		% Change(1)
Core banking fees	$	96	$	34	$	62	185	%	$	280	$	98	$	182	186	%
Wealth management revenue	88		38		49		130		257		103		154		149
Income from equity method investment	48		41		8		19		103		87		16		19
Capital markets income	17		4		13		300		53		11		43		408
Total loan sales and servicing	8		5		2		39		27		17		9		58
Income from bank-owned life insurance	21		12		8		69		60		35		24		69
Investment securities gains (losses), net	(1)		—		(1)		nm		(27)		(13)		(14)		(114)
Other non-interest revenue	49		13		36		277		104		31		74		238
Total non-interest revenue	$	326	$	147	$	179	122	%	$	857	$	369	$	488	132%
(1) Amounts may not total due to rounding and changes are calculated using unrounded amounts and may differ from calculations based on rounded figures.

Three and Nine Months Ended September 30, 2026 compared to September 30, 2025

Non-interest revenue for the three and nine months ended September 30, 2026 was up $179 million, or 122%, and up $488 million, or 132%, respectively, compared to the same periods in 2025. The increases reflect combined operations following the Merger, which is the primary contributor to higher overall non-interest revenue. Excluding the impact of the Merger, the three months ended September 30, 2026 was also impacted by a gain associated with an equipment lease, increased core banking fees, wealth management revenue, and BHG revenue, along with a gain on the disposition of a third party investment. The nine months ended September 30, 2026 benefited from increased core banking fees, wealth management revenue, BHG revenue, capital market income, and a gain on the aforementioned equipment lease payoff, partially offset by decreases in total loan sales and servicing, certain third-party lending relationships, and losses from sales of AFS investment securities as a result of ongoing securities portfolio repositioning.

Core banking fees consists of account analysis fees on deposit accounts, NSF fees, credit and debit card interchange fees, merchant revenue, letter/line of credit fees, rent on safe deposit boxes and all other service charges. These fees were $96 million and $280 million during the three and nine months ended September 30, 2026, respectively. Excluding the impact from the Merger, card fees, service charges on deposit accounts, and line of credit non-usage fees were the primary drivers for the increases during the periods.

Wealth management revenue consists primarily of fees derived from trust income, brokerage revenue, and insurance revenue. Wealth management revenue was $88 million and $257 million for the three and nine months ended September 30, 2026, respectively. Excluding the impact of the Merger, wealth management revenue increased primarily due to increases in overall trust fees and brokerage commissions.

Income from equity method investment is comprised solely of income derived from our 49% equity method investment in BHG. BHG is engaged in facilitating originations of commercial and consumer loans largely to skilled professionals throughout the United States. The loans are originated via various partners and may be funded on BHG's balance sheet or placed with various types of investors, including independent financial institutions and non-bank funding partners. Income from equity method investment increased $8 million, or 19%, during the three months ended September 30, 2026 as compared to the same period in 2025, largely the result of increased loan production, with marginal offsets resulting from an intentional shift in BHG's placement strategy. During the nine months ended September 30, 2026 as compared to the same period in 2025, income from our equity method investment in BHG increased $16 million, or 19%, largely the result of the aforementioned increased loan production, with marginal offsets resulting from the aforementioned intentional shift in BHG's placement strategy.

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Earnings from BHG are likely to fluctuate from period-to-period, based on volumes and the distribution of loans across their delivery platforms.

Capital markets income, which primarily includes fee income from client derivative transactions, arranger/syndication fees, debt capital market transactions, M&A advisory fees, foreign exchange, as well as other miscellaneous income from capital market transactions, increased to $17 million and $53 million in the three and nine months ended September 30, 2026, respectively. Outside of the impact of the Merger, capital markets income during the three months ended September 30, 2026, slightly decreased primarily due to lower syndication fees and revenue associated with bond underwriting, partially offset by an increase in foreign exchange related income, while the nine months ended September 30, 2026, was impacted by increases in syndication fees, client derivative transactions, and M&A advisory fees, partially offset by a decrease in revenue associated with bond underwriting compared to the same periods in 2025.

Total loan sales and servicing consisting of net gains on loan origination/sales activities were $8 million and $27 million for the three and nine months ended September 30, 2026, respectively. Excluding the impact of the Merger, total loan sales were negatively impacted by lower mortgage loan origination fees during the three and nine months ended September 30, 2026.

Income from BOLI was $21 million and $60 million for the three and nine months ended September 30, 2026, respectively, and includes increases in the cash surrender value of policies and proceeds from insurance benefits. The increase for the three and nine months ended September 30, 2026 compared to the same periods in 2025 was primarily driven by the impact of the Merger. Outside of the Merger, income from BOLI in the three months ended September 30, 2026, was impacted by lower proceeds from insurance benefits and a decrease in cash surrender value appreciation income, while the nine months ended September 30, 2026 was impacted by lower proceeds from insurance benefits, partially offset by an increase in cash surrender value appreciation income.

The main components of other non-interest revenue are fees for commercial sponsorship income, including transaction and servicing fees associated with certain third-party lending relationships, earnings from other equity investments, earnings from tax credit investments, general processing charges, and other miscellaneous items. Other non-interest revenue for the three and nine months ended September 30, 2026 increased $36 million and $74 million, respectively, compared to the same periods in 2025, largely due to the Merger. Excluding the Merger impact, other non-interest revenue in the three months ended September 30, 2026 increased primarily due to a gain associated with the payoff of an equipment lease, coupled with a gain on the disposition of a third party investment and higher income from tax credit investments, partially offset by a decrease in commercial sponsorship income, while other non-interest income in the nine months ended September 30, 2026 was driven primarily by increases in the same aforementioned revenues along with higher general processing charges, partially offset by a decrease in the aforementioned commercial sponsorship income.

Non-interest Expense

The following table summarizes the components of non-interest expense.


Table 7 - Non-interest Expense
	Three Months Ended September 30,								Nine Months Ended September 30,
(dollars in millions)	2026		2025		$ Change(1)		% Change(1)		2026		2025		$ Change(1)		% Change(1)
Salaries and other personnel expense	$	398	$	185	$	212	115	%	$	1,172	$	537	$	635	118	%
Net occupancy, equipment, and software expense	101		45		56		124		300		131		169		128
Amortization of intangibles	46		2		44		nm		140		4		136		nm
FDIC insurance and other regulatory fees	20		11		9		76		63		30		33		112
Merger-related expense	56		8		49		nm		382		8		375		nm
Other operating expense	128		52		76		146		366		154		211		138
Total non-interest expense	$	749	$	303	$	446	147	%	$	2,423	$	864	$	1,559	180	%
(1) Amounts may not total due to rounding and changes are calculated using unrounded amounts and may differ from calculations based on rounded figures.

Three and Nine Months Ended September 30, 2026 compared to September 30, 2025

Non-interest expense for the three and nine months ended September 30, 2026 was up $446 million, or 147%, and up $1.6 billion, or 180%, respectively, compared to the same periods in 2025. The increases reflect combined operations following the Merger, which is the primary contributor to higher overall non-interest expense. Merger-related expense for the three months

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ended September 30, 2026 was $56 million, while the nine months ended September 30, 2026 was $382 million and included merger-related equity acceleration costs. Excluding merger-related expense and additional amortization of intangibles due to the Merger, non-interest expense during the three and nine months ended September 30, 2026 as compared to the same prior year periods was impacted by higher employment expenses, largely due to increased headcount.

Salaries and other personnel expense increased $212 million and $635 million, respectively, for the three and nine months ended September 30, 2026, compared to the three and nine months ended September 30, 2025, primarily due to the impact of the Merger. Outside of the impact of the Merger, salaries and other personnel expenses were impacted by increased headcount. During the quarter ended September 30, 2026, in addition to the impact of the Merger, we added 96 revenue producer hires across the banking footprint.

Also contributing to total salaries and employee benefits in the three and nine months ended September 30, 2026 were cash and equity incentives of $90 million and $240 million, respectively, compared to $50 million and $134 million, respectively, in the comparable prior year periods. We believe that cash and equity incentives are a valuable tool in motivating a team member base that is focused on providing our clients effective financial advice and increasing shareholder value. As a result, and unlike many other financial institutions, the majority of our bank's non-commissioned team members are participants in our annual cash incentive plan in 2026 with a minimum targeted bonus equal to 10% of each team member's annual salary, and nearly all of our bank's team members are participating in our equity compensation plans in 2026. Under the 2026 annual cash incentive plan, the targeted level of incentive payments require achievement of a certain soundness threshold and a targeted level of annual revenue and annual diluted earnings per common share (in each case subject to certain adjustments). To the extent that the soundness threshold is met and revenue and diluted earnings per common share are above or below the targeted amount, the aggregate incentive payments will be increased or decreased. Historically, we have paid between 0% and 125% of our targeted incentives.

Net occupancy, equipment, and software expense was $101 million and $300 million for the three and nine months ended September 30, 2026, respectively. Excluding the impact of the Merger, ongoing investments in technology were the primary contributor to increases in these costs.

Amortization of intangibles for the three and nine months ended September 30, 2026 was $46 million and $140 million, respectively, and included amortization associated with a core deposit intangible and a wealth customer relationship intangible created as a result of the Merger.

FDIC insurance and other regulatory fees were $20 million and $63 million for the three and nine months ended September 30, 2026, respectively. FDIC insurance and other regulatory fees increased largely due to a higher base assessment rate as a result of the Merger.

Merger-related expenses were $56 million and $382 million for the three and nine months ended September 30, 2026, respectively. During the three months ended September 30, 2026, these expenses included $18 million in employee-related costs, $14 million in advisory fees, $9 million in contract negotiation fees, $7 million in expenses related to IT staff augmentation, and $8 million in other costs, while the nine months ended September 30, 2026 included $130 million in advisory fees, $128 million in other employee-related costs, $70 million in equity acceleration expense, $19 million in contract negotiation fees, and $35 million in other costs.

Other operating expense includes advertising, travel, professional, insurance, network and communication, software platform expenses, other taxes, subscriptions and dues, restructuring charges, other loan and ORE expense, postage and freight, training, business development, donations, supplies, and other miscellaneous expense. Other operating expense for the three and nine months ended September 30, 2026 was $128 million and $366 million, respectively. Excluding the impact of the Merger, other operating expense during the three months ended September 30, 2026 was impacted by increases in fraud/operational losses, software platform expense, which includes third-party data processing fees, and business development expense, partially offset by decreases in professional fees and advertising, while the increase during the nine months ended September 30, 2026 was driven by increases in the same aforementioned expenses and higher ORE expense, partially offset by decreases in the same aforementioned expenses and certain franchise tax accruals.

Income Tax Expense

Income tax expense was $98 million and $36 million for the three months ended September 30, 2026 and 2025, respectively, representing effective tax rates of 20.5% and 17.4%, respectively. Income tax expense was $228 million and $102 million for the nine months ended September 30, 2026 and 2025, respectively, representing effective tax rates of 21.0% and 17.8%, respectively. The effective tax rate is calculated using unrounded amounts and may differ from calculations based on rounded figures.

The effective tax rate was higher for the three and nine months ended September 30, 2026, compared to the same periods in the prior year primarily due to certain merger-related expenses which were not deductible for income tax purposes as well as

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the sale of certain state and municipal securities which decreased the benefit of tax-exempt interest income in the current year. Comparability to the prior period was also affected by varying levels of pre-tax income as well as changes in the timing and mix of discrete tax items, including tax benefits from share-based compensation, the accrual and release of valuation allowances and changes in reserves for uncertain tax positions.

CREDIT QUALITY, CAPITAL RESOURCES AND LIQUIDITY

Credit Quality

Pinnacle diligently monitors the quality of its loan portfolio by industry, property type, and geography through a thorough portfolio review process and our analytical risk management tools. Such credit surveillance efforts are part of a broader credit risk management framework which includes Board oversight, as well as management-level committee oversight at varying levels across the portfolio. This includes an enterprise risk appetite framework, which helps ensure an expansive view across a myriad of credit risks within the portfolio.

At September 30, 2026, credit metrics included NPAs and NPLs at 50 bps and 48 bps, respectively, and total past due loans at 14 bps as a percentage of total loans. Net charge-offs were $50 million, or 23 bps annualized, and $147 million, or 23 bps annualized for the three and nine months ended September 30, 2026.

The table below includes selected credit quality metrics.


Table 8 - Credit Quality Metrics
(dollars in millions)	September 30, 2026			December 31, 2025			September 30, 2025
Non-performing loans	$	433		$	133		$	150

ORE and Other Assets	17			8			5
Non-performing assets	$	450		$	141		$	155
Loans, net of deferred fees and costs	$	89,808		$	39,154		$	37,933
Non-performing loans as a % of total loans	0.48		%	0.34		%	0.39		%
Non-performing assets as a % of total loans and ORE and other specific assets	0.50			0.36			0.41
Loans 90 days past due and still accruing	$	8		$	3		$	3
As a % of total loans	0.01		%	0.01		%	0.01		%
Total past due loans and still accruing	$	130		$	57		$	65
As a % of total loans	0.14		%	0.14		%	0.17		%
FDMs	$	198		$	61		$	41
Net charge-offs, quarter	50			27			17
Net charge-offs/average loans, quarter (annualized)	0.23		%	0.28		%	0.18		%
Net charge-offs, year-to-date	$	147		$	77		$	50
Net charge-offs/average loans, year-to-date (annualized)	0.23		%	0.21		%	0.18		%
Provision for (reversal of) loan losses, quarter	$	80		$	34		$	29
Provision for (reversal of) unfunded commitments, quarter	6			—			3
Provision for (reversal of) credit losses, quarter (1)	$	86		$	34		$	32
Provision for (reversal of) loan losses, year-to-date	213			107			69
Provision for (reversal of) unfunded commitments, year-to-date	12			—			4
Provision for (reversal of) credit losses, year-to-date (1)	225			107			73
Allowance for loan losses	$	986		$	442		$	434
Reserve for unfunded commitments	79			16			16
Allowance for credit losses(2)	$	1,065		$	458		$	450
ACL to loans coverage ratio	1.19		%	1.17		%	1.19		%
ALL to loans coverage ratio	1.10			1.13			1.15
ACL/NPLs	245.78			343.19			301.03
ALL/NPLs	227.43			331.09			290.25

(1) Excludes the reversal of a portion of the allowance for HTM investment securities which was $1 million for both the three and nine months ended September 30, 2026, respectively.

(2) Excludes the allowance for HTM investment securities which totaled $1 million as of September 30, 2026 and $2 million for both December 31, 2025 and September 30, 2025.

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Non-performing Assets

Total NPAs were $450 million at September 30, 2026. Excluding the increase resulting from the Merger, NPAs increased slightly by $6 million compared to the prior quarter.

Criticized and Classified Loans

Our loan ratings are aligned to federal banking regulators' definitions of pass and criticized categories, which include special mention, substandard, doubtful, and loss. Substandard accruing and non-accruing loans, doubtful, and loss loans are often collectively referred to as classified. Special mention, substandard, doubtful, and loss loans are often collectively referred to as criticized and classified loans. The following table presents a summary of criticized and classified loans. Criticized and classified loans at September 30, 2026 increased $1.2 billion compared to December 31, 2025, due to the impact of the Merger. Outside of the impact of the Merger, criticized and classified loans have decreased during 2026 due to upward migration and the paydown of several commercial credits.


Table 9 - Criticized and Classified Loans
(dollars in millions)	September 30, 2026			December 31, 2025
Special mention	$	929		$	494
Substandard	945			185
Doubtful	8			—
Loss	3			—
Criticized and Classified loans	$	1,885		$	679
As a % of total loans	2.1		%	1.7		%

Provision for (Reversal of) Credit Losses and Allowance for Credit Losses

The provision for credit losses was $86 million and $225 million, respectively, for the three and nine months ended September 30, 2026, excluding a $1 million reversal of a portion of the allowance on HTM securities, compared to a provision of $32 million and $73 million for the three and nine months ended September 30, 2025, respectively. The increase was primarily attributable to the impact of the Merger. Excluding the impact of the Merger, provision was primarily driven by net loan growth, partially offset by a reduction in the individually analyzed reserves. Net charge-offs for the three and nine months ended September 30, 2026 were $50 million and $147 million, respectively, as compared to $17 million and $50 million for the three and nine months ended September 30, 2025, respectively.

The ALL of $986 million and the reserve for unfunded commitments of $79 million, which is recorded in other liabilities, comprise the total ACL of $1.1 billion at September 30, 2026. The ACL to loans coverage ratio was 1.19% at September 30, 2026, compared to 1.17% at June 30, 2026, reflecting the impact of net loan growth and a reduction in the individually analyzed reserves. The ACL to NPL coverage ratio was 246% at September 30, 2026 compared to 343% at December 31, 2025, reflecting the increase in nonperforming loan balances following the Merger, partially offset by growth in the ACL balance over the period.

Capital Resources

Pinnacle and Pinnacle Bank are required to comply with capital adequacy standards established by our primary federal regulator, the Federal Reserve. Pinnacle and Pinnacle Bank measure capital adequacy using the standardized approach under Basel III. Beyond adhering to regulatory capital standards, Pinnacle also maintains a rigorous capital management and adequacy framework, which includes oversight by both the ALCO and the Board. This effort involves monitoring and managing our capital position in alignment with our Board’s risk appetite framework and with a Board-approved annual capital plan, with a focus on applicable regulatory capital ratios. Our ALCO serves to provide management level oversight within this framework, which may include establishing target operating ranges for certain capital measures, such as CET1, as a means to provide further clarity over the management of our capital position.

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At September 30, 2026, Pinnacle and Pinnacle Bank's capital levels remained strong and exceeded well-capitalized requirements currently in effect. The following table presents certain ratios used to measure Pinnacle and Pinnacle Bank's capitalization.


Table 10 - Capital Ratios
(dollars in millions)	September 30, 2026			December 31, 2025
CET1 capital
Pinnacle Financial	$	10,321		$	5,060
Pinnacle Bank	11,395			5,173
Tier 1 risk-based capital
Pinnacle Financial	11,103			5,278
Pinnacle Bank	11,395			5,174
Total risk-based capital
Pinnacle Financial	12,590			6,033
Pinnacle Bank	12,543			5,620
CET1 capital ratio
Pinnacle Financial	10.02		%	10.88		%
Pinnacle Bank	11.08			11.13
Tier 1 risk-based capital ratio
Pinnacle Financial	10.77			11.34
Pinnacle Bank	11.08			11.13
Total risk-based capital to risk-weighted assets ratio
Pinnacle Financial	12.22			12.97
Pinnacle Bank	12.20			12.09
Leverage ratio
Pinnacle Financial	8.98			9.57
Pinnacle Bank	9.24			9.39

At September 30, 2026, Pinnacle's CET1 ratio was 10.02%. For additional information on regulatory capital requirements, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 20 - Regulatory Matters" to the consolidated financial statements of Pinnacle's 2025 Form 10-K. Management reviews the Company's capital position on an ongoing basis and believes, based on internal capital analyses and earnings projections, that Pinnacle is well positioned to meet relevant regulatory capital standards.

On January 1, 2026, the Board of Directors approved a capital plan that included an anticipated quarterly common stock dividend of $0.50 per share for 2026 and authorized share repurchases of up to $400 million of common stock. During the three and nine months ended September 30, 2026, Pinnacle did not repurchase shares of common stock.

As Pinnacle is registered as a bank holding company and has elected to be treated as a financial holding company, we are subject to comprehensive supervision and regulation by the Federal Reserve and are subject to its regulatory reporting requirements. The Federal Reserve also requires bank holding companies meeting certain asset size thresholds, such as us, to establish and maintain a risk committee of its board of directors and appoint a chief risk officer, each meeting certain requirements.

Upon completion of the Merger, Pinnacle surpassed the $100 billion threshold and is now designated as a Category IV large financial institution according to U.S. regulatory guidelines. This new classification subjects us to the Federal Reserve's enhanced prudential standards, designed to ensure risk management capabilities grow in line with our systemic footprint including but not limited to additional rigorous capital planning such as stress testing under the CCAR process, liquidity risk management, resolution planning, and additional governance and reporting requirements. Refer to "Part II – Item 1A. Risk Factors," of this Report for further information.

Dividends

Pinnacle has historically paid a quarterly cash dividend to the holders of its common stock. Management and the Board of Directors closely monitor current and projected capital levels, liquidity (including dividends from subsidiaries), financial markets and other economic trends, as well as regulatory requirements regarding the payment of dividends.

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Pinnacle's ability to pay dividends on its common stock and preferred stock is primarily dependent upon dividends and distributions that it receives from its bank and non-banking subsidiaries, which are restricted by various regulations administered by federal and state bank regulatory authorities.

Pinnacle declared common stock dividends of $76 million, or $0.50 per common share, and $226 million, or $1.50 per common share, respectively, for the three and nine months ended September 30, 2026, compared to $18 million, or $0.24 per common share, and $57 million, or $0.72 per common share, respectively, for the three and nine months ended September 30, 2025. In addition, Pinnacle declared dividends on its preferred stock of $15 million and $45 million, respectively, for the three and nine months ended September 30, 2026, compared to $4 million and $12 million, respectively, for the three and nine months ended September 30, 2025.

Liquidity

Liquidity represents the extent to which Pinnacle has readily available sources of funding to meet the needs of depositors, borrowers, and creditors; to support asset growth; and to otherwise sustain operations of Pinnacle and its subsidiaries, at a reasonable cost, on a timely basis, and without adverse consequences. ALCO monitors Pinnacle's economic, competitive, and regulatory environment and is responsible for measuring, monitoring, and reporting on liquidity and funding risk.

In accordance with Pinnacle policies and regulatory guidance, ALCO evaluates contractual and anticipated cash flows under normal and stressed conditions to properly manage the Company’s liquidity profile. Pinnacle places an emphasis on maintaining numerous sources of current and contingent liquidity to meet its obligations to depositors, borrowers, and creditors on a timely basis. Liquidity is generated through various sources, including, but not limited to, maturities and repayments of loans by clients, maturities and sales of investment securities, and growth in consumer and commercial deposits.

Pinnacle Bank also generates liquidity through the issuance of brokered certificates of deposit and money market accounts. Pinnacle Bank accesses funds from a broad geographic base to diversify its sources of funding and liquidity. Pinnacle Bank also has the capacity to access funding through its membership in the FHLB system and the Federal Reserve. Management continuously monitors and maintains appropriate levels of liquidity to provide adequate funding sources to manage client deposit withdrawals, loan requests, and other funding demands.

Pinnacle continues to proactively manage its liquidity position and maintain robust contingent liquidity across various forms of funding which include immediately available funds as well as funds we expect to be available within short notice. Liquidity sources include primary sources such as FHLB borrowing capacity, FRB cash reserves, and unencumbered securities, while secondary sources consist of the Federal Reserve discount window, Fed Funds lines, and other sources. At September 30, 2026, contingent sources of liquidity totaled approximately $45.5 billion, and based on currently pledged collateral, Pinnacle Bank had access to FHLB funding of $6.2 billion, subject to FHLB credit policies.

In addition to bank level liquidity management, Pinnacle must manage liquidity at the Parent Company level for various operating needs, including the servicing of debt, the payment of dividends on our common stock and preferred stock, payment of general corporate expense, and potential capital infusions into subsidiaries. The primary source of liquidity for Pinnacle consists of dividends from Pinnacle Bank, which is governed by certain rules and regulations of the TDFI and the Federal Reserve Bank. Pinnacle's ability to receive dividends from Pinnacle Bank in future periods will depend on a number of factors, including, without limitation, Pinnacle Bank's future profits, asset quality, liquidity, and overall condition. In addition, both the TDFI and Federal Reserve Bank may require approval to pay dividends, based on certain regulatory statutes and limitations.

On May 19, 2026, Pinnacle completed the issuance of $750 million aggregate principal amount of its 5.596% Fixed Rate/Floating Rate Senior Notes which mature on May 19, 2032. These notes bear interest from and including May 19, 2026, to, but excluding, May 19, 2031, at a fixed rate of 5.596% per annum. From and including May 19, 2031, to, but excluding May 19, 2032, this note will bear interest at a floating rate per annum equal to Compounded SOFR plus 1.70%. Interest on the notes will be payable quarterly in arrears on August 19, 2031, November 19, 2031, February 19, 2032 and at the stated maturity. The Company may redeem these notes, in whole or in part, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to but excluding the redemption date. The notes are not redeemable at the option or election of holders. For more information, see Pinnacle's Current Report on Form 8-K dated May 19, 2026.

Pinnacle presently believes that the sources of liquidity discussed above, including existing liquid funds on hand, are sufficient to meet its anticipated funding needs. However, if economic conditions were to significantly deteriorate, regulatory capital requirements for Pinnacle or Pinnacle Bank were to increase as a result of regulatory directives or otherwise, or Pinnacle believes it is prudent to enhance current liquidity levels, then Pinnacle may seek additional liquidity from external sources. Furthermore, Pinnacle may, from time to time, take advantage of attractive market opportunities to refinance, retire, or repurchase its existing debt, redeem or issue its preferred stock, repurchase shares, or strengthen its liquidity or capital position.

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Earning Assets and Sources of Funds

Average earning assets were $112.6 billion in the first nine months of 2026. Average earning assets were primarily affected by the Merger. Excluding the impact of the Merger, the increase in average earnings assets was primarily driven by organic loan growth.

Average interest-bearing liabilities were $86.6 billion for the first nine months of 2026. Excluding the effect of the Merger, the increase in average interest-bearing liabilities largely resulted from increases in total average deposits, mainly average money market accounts and average interest-bearing demand deposits, along with increases in short- and long-term borrowings. Average non-interest bearing demand deposits grew modestly during the first nine months of 2026, outside of the impact of the Merger.

Net interest income for the nine months ended September 30, 2026 was $2.9 billion, up $1.7 billion, compared to the same period in 2025. Beyond the impact of the Merger, net interest income during the first nine months of 2026 was primarily impacted by loan growth. Taxable-equivalent net interest margin for the first nine months of 2026 was 3.45% compared to Legacy Pinnacle margin of 3.24% during the comparable period of 2025 reflecting the combined legacy balance sheets and purchase accounting marks on the Synovus balance sheet during the period.

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Net Interest Income

The following tables set forth the major components of net interest income and the related annualized yields and rates for the three and nine months ended September 30, 2026 and 2025.



Table 11 - Quarter-to-Date Net Interest Income
	Three Months Ended September 30,
	2026						2025
(dollars in millions)	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate
Assets
Interest earning assets:



Loans, net of deferred fees and costs(1)(2)	$	88,652	$	1,366	6.12	%	$	37,693	$	599	6.29	%
Tax-exempt securities(2)(3)	2,108		19		3.79		3,348		33		3.92
Taxable securities(3)	19,310		209		4.33		5,678		67		4.69

Interest-earning deposits with banks	4,780		43		3.57		3,021		33		4.35
Federal funds sold and securities purchased under resale agreements	88		1		3.98		83		2		9.35


Other earning assets(4)	1,229		10		3.16		256		3		4.97
Total interest earning assets	$	116,167	$	1,648	5.63	%	$	50,079	$	737	5.83	%
Goodwill	3,487						1,849
Core deposits and other intangible assets, net	1,019						19
Other assets(5)	6,831						3,267
Total assets	$	127,504					$	55,214
Liabilities and Equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	29,252	$	184	2.50	%	$	14,612	$	119	3.23	%
Money market accounts	36,904		259		2.78		16,404		128		3.10
Savings deposits	1,791		1		0.33		798		1		0.56
Time deposits	13,434		117		3.45		4,792		46		3.78

Total interest-bearing deposits	81,381		561		2.74		36,606		294		3.19
Federal funds purchased and securities sold under repurchase agreements	351		2		1.71		287		2		1.96

FHLB advances and other borrowings	7,633		90		4.73		2,208		29		5.19
Total interest-bearing liabilities	$	89,365	$	653	2.90	%	$	39,101	$	325	3.29	%
Non-interest-bearing demand deposits	20,949						8,873
Other liabilities	2,319						518


Total equity	14,871						6,722
Total liabilities and equity	$	127,504					$	55,214
Net interest income and net interest margin, taxable equivalent(2)(6)			$	995	3.40	%			$	412	3.26	%
Less: taxable-equivalent adjustment			9						15
Net interest income			$	986					$	397

(1) Average loans are shown net of unearned income. NPLs are included. Interest income includes fees as follows: Third Quarter 2026 — $19 million, and Third Quarter 2025 — $11 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, certain immaterial changes were made to integrate the presentation of the legacy banks' yield on investment securities, which included presenting the average balance of unrealized losses on investment securities available for sale of $408 million as a component of other assets for the Third Quarter 2026.

(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 and yield/rates are calculated using unrounded amounts and may differ from calculations based on rounded figures.

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Table 12 - Year-to-Date Net Interest Income
	Nine Months Ended September 30,
	2026						2025
(dollars in millions)	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate
Assets
Interest earning assets:



Loans, net of deferred fees and costs(1)(2)	$	86,268	$	3,950	6.12	%	$	36,907	$	1,733	6.27	%
Tax-exempt securities(2)(3)	2,658		78		3.96		3,319		95		3.85
Taxable securities(3)	17,636		567		4.28		5,580		196		4.70

Interest-earning deposits with other banks	4,991		131		3.52		2,732		88		4.33
Federal funds sold and securities purchased under resale agreements	121		5		5.24		73		6		10.45


Other earning assets(4)	948		25		3.54		254		9		5.07
Total interest earning assets	$	112,622	$	4,756	5.65	%	$	48,865	$	2,127	5.82	%

Goodwill	3,522						1,849
Core deposits and other intangible assets, net	1,055						20
Other assets(5)	7,142						3,131
Total assets	$	124,341					$	53,865
Liabilities and Equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	29,756	$	558	2.51	%	$	14,324	$	345	3.23	%
Money market accounts	34,905		702		2.69		15,993		370		3.09
Savings deposits	1,810		5		0.36		798		3		0.48
Time deposits	13,488		351		3.48		4,613		134		3.88

Total interest-bearing deposits	79,959		1,616		2.70		35,728		852		3.19
Federal funds purchased and securities sold under repurchase agreements	346		4		1.57		258		4		1.90

FHLB advances and other borrowings	6,298		226		4.81		2,260		87		5.18
Total interest-bearing liabilities	$	86,603	$	1,846	2.85	%	$	38,246	$	943	3.30	%
Non-interest-bearing demand deposits	20,638						8,525
Other liabilities	2,372						480
Total equity	14,728						6,614
Total liabilities and equity	$	124,341					$	53,865
Net interest income and net interest margin, taxable equivalent (2)(6)			$	2,910	3.45	%			$	1,184	3.24	%
Less: taxable-equivalent adjustment			35						41
Net interest income			$	2,875					$	1,143

(1) Average loans are shown net of unearned income. NPLs are included. Interest income includes fees as follows: 2026 - $56 million, 2025 - $31 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, certain immaterial changes were made to integrate the presentation of the legacy banks' yield on investment securities, which included presenting the average balance of unrealized losses on investment securities available for sale of $258 million as a component of other assets during 2026.

(6) The net interest margin is calculated by dividing annualized net interest income (TE) by average total interest earnings assets.

Amounts may not total due to rounding and yield/rates are calculated using unrounded amounts and may differ from calculations based on rounded figures.

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Market Risk Analysis

In the normal course of business, Pinnacle is exposed to certain forms of market risk, most notably risks arising from fluctuations in interest rates. To aid in the management of such risks, the Company leverages certain modeling techniques and simulation analysis in an effort to measure the sensitivity of Pinnacle’s earning assets and liabilities and the potential implications for our income statement and balance sheet. In particular, the Company uses simulation modeling to measure the sensitivity of net interest income to changes in market interest rates. These simulations are used to determine a baseline net interest income projection and the sensitivity of the income profile based on changes in interest rates. These simulations incorporate numerous assumptions and factors, including, but not limited to, changes in market rates, in the size or composition of the balance sheet, and in repricing characteristics as well as client behaviors for both loans and deposits. This also includes estimates for deposit repricing characteristics which, for purposes of the sensitivity estimates provided below, relies upon a constant, through-the-cycle total deposit cost beta of approximately 50% as of the most recently reported period. Such assumptions are generally based on historical observations and future expectations. This process is reviewed and updated on an ongoing basis in a manner consistent with Pinnacle’s ALCO governance framework.

The Risk Committee of the Board has chartered the ALCO and approved related policies to aid in the management and governance of various risks, including interest rate risk. The ALCO has an established limit framework for interest rate risk, which is monitored on an ongoing basis and is in alignment with the tolerances and limits as established by the Board. Additionally, Pinnacle’s ERM framework establishes a Board-approved risk appetite statement, which includes certain quantitative measurements for interest rate risk and helps to ensure management operates within the Board’s established appetite.

Pinnacle has modeled its baseline net interest income forecast assuming an interest rate projection that is flat to September 30, 2026 interest rate curves, with the federal funds rate at the Federal Reserve’s targeted range of 3.75% to 4.00% and the prime rate of 7.00% as of September 30, 2026. Pinnacle has modeled the impact of an immediate change in market interest rates across the yield curve of 100 and 200 bps to determine the sensitivity of net interest income for the next 12 months. As illustrated in the table below, the net interest income sensitivity derived from this simulation suggests that net interest income is projected to increase by 3.4% and 1.7% if interest rates increased by 200 and 100 bps, respectively. Net interest income is projected to decrease by 1.6% and 2.8% if interest rates decreased by 100 and 200 bps, respectively.

The following table represents the estimated sensitivity of net interest income at September 30, 2026, with comparable information for December 31, 2025.


Table 13 - Twelve Month Net Interest Income Sensitivity
	Estimated % Change in Net Interest Income as Compared to Unchanged Rates (for the next 12 months)

Change in Interest Rates (in bps)	September 30, 2026	December 31, 2025
+200	3.4%	0.3%
+100	1.7	0.1
-100	(1.6)	1.2
-200	(2.8)	1.7

While all of the above estimates are reflective of the general interest rate sensitivity of Pinnacle, local market conditions, the realized growth and remixing of the balance sheet, the timing and lags associated with various interest rate relationships, as well as numerous other factors could individually, or collectively, have a significant impact on both the estimated sensitivity and the realized level of net interest income in a given period. Additionally, should there be differences between realized deposit betas for a given level of rates as compared to the Company's estimates for through-the-cycle betas, this may also have a significant impact on our reported sensitivity and the realized level of net interest income.

The net interest income simulation model is the primary tool utilized to evaluate potential interest rate risks over a short to medium term time horizon. Pinnacle also evaluates potential longer-term interest rate risk through modeling and evaluation of the sensitivity of the Company's EVE. The EVE measurement process estimates the net fair value of assets, liabilities, and off-balance sheet financial instruments under various interest rate scenarios. Management uses EVE sensitivity analyses as an additional means of measuring interest rate risk and incorporates this form of analysis within its governance and limits framework.

Pinnacle is also subject to market risk in certain of its fee income business lines which is ultimately captured in non-interest revenue. Wealth management revenue, which include trust, brokerage, and asset management fees, and capital markets income can be affected by risk in the securities markets, primarily the equity securities market. A significant portion of the fees from wealth management and capital markets products are determined based upon a percentage of asset values. Weaker securities markets and lower equity values have an adverse impact on the fees generated by these operations. Trading account assets,

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maintained to facilitate brokerage client activity, are also subject to market risk; however, trading activities are limited and subject to risk policy limits. Additionally, Pinnacle utilizes various tools to measure and manage price risk in its trading portfolio.

Mortgage banking income, which is included in total loan sales and servicing, is also subject to market risk. Mortgage loan originations are sensitive to levels of mortgage interest rates and therefore, mortgage banking income can be negatively impacted during a period of sustained elevated interest rates as we have been experiencing through the cycle. The extension of commitments to clients to fund mortgage loans also subjects Pinnacle to market risk. This risk is primarily created by the time periods between making the commitment, closing, and delivering the loan. Pinnacle seeks to minimize its exposure by utilizing various risk management tools, including forward sales commitments and other economic hedges.

Derivative Instruments for Interest Rate Risk Management

Pinnacle utilizes derivative instruments to manage its exposure to various types of structural interest rate risks by executing end-user derivative transactions designated as hedges. Hedging relationships may be designated as either a cash flow hedge, which mitigates risk exposure to the variability of future cash flows or other forecasted transactions, or a fair value hedge, which mitigates risk exposure to adverse changes in the fair market value of a fixed rate asset or liability due to changes in market interest rates.

Critical Accounting Policies

The accounting and financial reporting policies of Pinnacle are in accordance with GAAP and conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. Pinnacle has identified certain of its accounting policies as “critical accounting policies,” consisting of those related to business combinations, the allowance for credit losses and income taxes. In determining which accounting policies are critical in nature, Pinnacle has identified the policies that require significant judgment or involve complex estimates. It is management's practice to discuss critical accounting policies with the Board of Directors' Audit Committee on a periodic basis, including the development, selection, implementation, and disclosure of the critical accounting policies. The application of these policies has a significant impact on Pinnacle's unaudited interim condensed consolidated financial statements. Pinnacle's financial results could differ significantly if different judgments or estimates are used in the application of these policies.

Business Combinations

The acquisition method of accounting generally requires that the identifiable assets acquired and liabilities assumed in business combinations are recorded at fair value as of the acquisition date. The determination of fair value often involves the use of internal or third-party valuation techniques, such as discounted cash flow analyses or appraisals. Particularly, the valuation techniques used to estimate the fair value of loans and the core deposit intangible asset acquired in the Merger include estimates related to discount rates, credit risk, and other relevant factors, which are inherently subjective. The valuation methodologies used to estimate the fair values of the significant assets acquired and liabilities assumed from the Merger are described in "Part I - Item 1. Financial Statements - Note 2. Business Combination" herein.

Allowance for Credit Losses

The ACL is a critical accounting estimate that requires significant judgments and assumptions, which are inherently subjective. The use of different estimates or assumptions could have a significant impact on the provision for credit losses, ACL, financial condition, and results of operations. The economic and business climate in any given industry or market is difficult to gauge and can change rapidly, and the effects of those changes can vary by borrower.

In accordance with CECL, the ACL, which includes both the allowance for loan losses and the allowance for credit losses on unfunded loan commitments, represents management's best estimate of expected losses over the life of loans adjusted for prepayments, and over the life of loan commitments expected to fund. This evaluation requires significant management judgment and is based upon relevant available information related to historical default and loss experience, current and projected economic conditions, and other portfolio-specific and environmental risk factors. Losses are predicted over a reasonable and supportable forecast period, and at the end of the reasonable and supportable period losses revert to long term historical averages. The allowance for credit losses on loans is measured on a collective basis for pools of loans with similar risk characteristics, and for loans that do not share similar risk characteristics with the collectively evaluated pools, evaluations are performed on an individual basis. There are factors beyond our control, such as changes in projected economic conditions, real estate markets or particular industry conditions which may materially impact asset quality and the adequacy of the allowance for credit losses on loans and thus the resulting provision for credit losses. The allowance is adjusted through provision for credit losses and decreased by charge-offs, net of recoveries of amounts previously charged-off. See "Part I - Item 1. Financial Statements - Note 1. Basis of Presentation and Accounting Policies" and "Part I - Item 1. Financial Statements - Note 5. Loans and Allowance for Loan Losses".

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Income Taxes

The calculation of Pinnacle's income tax provision is complex and requires the use of estimates and judgments in its determination. As part of Pinnacle's overall business strategy, management must consider tax laws and regulations that apply to the specific facts and circumstances under consideration. As such, the Company is often required to exercise significant judgment regarding the interpretation of these tax laws and regulations, in which Pinnacle's anticipated and actual liability could significantly vary based upon the taxing authority’s interpretation. Specifically, significant estimates in accounting for income taxes relate to the valuation of deferred tax assets and liabilities, estimates of the realizability of deferred tax assets, including income tax credits and NOLs, and the need for a valuation allowance, the calculation of taxable income, the estimation of uncertain tax positions and the determination of temporary differences between book and tax bases. Adjustments to these items may occur due to modifications in tax rates, newly enacted laws, issuance of tax regulations, resolution of items with taxing authorities, alterations to interpretative statutory, judicial, and regulatory guidance that affects the Company’s tax positions, changes in the Company's tax accounting methods or elections, or other facts and circumstances. Management closely monitors tax developments and the potential timing of these changes in order to evaluate the effect they may have on the Company’s overall tax position and the estimates and judgments used in determining the income tax provision and records adjustments as necessary.

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Non-GAAP Financial Measures

The measures entitled adjusted non-interest revenue, adjusted non-interest expense, adjusted revenue TE, adjusted tangible efficiency ratio, adjusted PPNR, adjusted net income available to common shareholders, adjusted net income per common share, diluted, adjusted return on average assets, 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, net income available to common shareholders, net income per common share, diluted, return on average assets, return on average common equity, and 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 Pinnacle's 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 and total revenue exclusive of 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, adjusted return on average common equity, and adjusted PPNR 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. 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.

Management does not provide a reconciliation for forward-looking non-GAAP financial measures where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the occurrence and the financial impact of various items that have not yet occurred, are out of Pinnacle's control, or cannot be reasonably predicted. For the same reasons, Pinnacle’s management is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.



Table 14 - Reconciliation of Non-GAAP Financial Measures
	Three Months Ended				Nine Months Ended
(dollars in millions)	September 30, 2026		September 30, 2025		September 30, 2026		September 30, 2025
Adjusted non-interest revenue
Total non-interest revenue	$	326	$	147	$	857	$	369

Investment securities (gains) losses, net	1		—		27		13
Gain on disposition of investment	(4)		—		(4)		—

Fair value adjustment on non-qualified deferred compensation	—		—		(5)		—
Adjusted non-interest revenue	$	323	$	147	$	875	$	382

Adjusted non-interest expense
Total non-interest expense	$	749	$	303	$	2,423	$	864



Valuation adjustment to Visa derivative	(3)		—		(5)		—

Merger-related expense	(56)		(8)		(382)		(8)
Fair value adjustment on non-qualified deferred compensation	—		—		(5)		—
Adjusted non-interest expense	$	690	$	295	$	2,031	$	856

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Table 14 - Reconciliation of Non-GAAP Financial Measures, continued

	Three Months Ended						Nine Months Ended
(dollars in millions)	September 30, 2026			September 30, 2025			September 30, 2026			September 30, 2025
Adjusted revenue (TE) and adjusted tangible efficiency ratio
Adjusted non-interest expense	$	690		$	295		$	2,031		$	856
Amortization of intangibles	(46)			(2)			(140)			(4)
Adjusted tangible non-interest expense	$	644		$	293		$	1,891		$	852

Net interest income	$	986		$	397		$	2,875		$	1,143
Taxable equivalent adjustment	9			15			35			41
Net interest income (TE)	$	995		$	412		$	2,910		$	1,184

Net interest income	$	986		$	397		$	2,875		$	1,143
Total non-interest revenue	326			147			857			369
Total revenue	$	1,312		$	544		$	3,732		$	1,512
Taxable equivalent adjustment	9			15			35			41
Total (TE) revenue	$	1,321		$	559		$	3,767		$	1,553

Gain on disposition of investment	(4)			—			(4)			—

Investment securities (gains) losses, net	1			—			27			13
Fair value adjustment on non-qualified deferred compensation	—			—			(5)			—
Adjusted revenue (TE)	$	1,318		$	559		$	3,785		$	1,566
Efficiency ratio (TE)(1)	56.6		%	54.1		%	64.3		%	55.7		%
Adjusted tangible efficiency ratio(1)	48.9			52.5			49.9			54.4

Adjusted pre-provision net revenue
Net interest income	$	986		$	397		$	2,875		$	1,143
Total non-interest revenue	326			147			857			369
Total non-interest expense	(749)			(303)			(2,423)			(864)
Pre-provision net revenue (PPNR)	$	563		$	241		$	1,309		$	648

Adjusted revenue (TE)	$	1,318		$	559		$	3,785		$	1,566
Adjusted non-interest expense	(690)			(295)			(2,031)			(856)
Adjusted PPNR	$	628		$	264		$	1,754		$	710
(1) Amounts have been calculated using whole dollar values and amounts may not total due to rounding.

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Table 14 - Reconciliation of Non-GAAP Financial Measures, continued
	Three Months Ended				Nine Months Ended
(dollar amounts in millions, except per share data, share count in thousands)	September 30, 2026		September 30, 2025		September 30, 2026		September 30, 2025
Adjusted net income available to common shareholders and adjusted diluted earnings per share
Net income available to common shareholders	$	364	$	169	$	812	$	461
Gain on disposition of investment	(4)		—		(4)		—



Valuation adjustment to Visa derivative	3		—		5		—



Investment securities (gains) losses, net	1		—		27		13
Merger-related expense(1)	56		8		382		8
Tax effect of adjustments(2)	(11)		(2)		(72)		(6)
Adjusted net income available to common shareholders	$	409	$	175	$	1,150	$	476
Weighted average common shares outstanding, diluted	151,718		77,310		151,553		77,243
Net income per common share, diluted(3)	$	2.40	$	2.19	$	5.36	$	5.96
Adjusted net income per common share, diluted(3)	2.69		2.27		7.59		6.16



(1) A portion of this item was non-taxable.
(2) A blended tax rate of 17.1% was applied for fiscal year 2026 to merger-related expense which takes into consideration the deductibility and non-deductibility of certain merger-related expense items for tax purposes and an assumed 24% marginal rate was applied to all other adjusted items for 2026. For 2025 an assumed marginal tax rate of 25% was applied.
(3) Amounts have been calculated using whole dollar values.



Table 14 - Reconciliation of Non-GAAP Financial Measures, continued
	Three Months Ended						Nine Months Ended
(dollars in millions)	September 30, 2026			September 30, 2025			September 30, 2026			September 30, 2025
Adjusted return on average assets (annualized)
Net income	$	379		$	173		$	857		$	473
Gain on disposition of investment	(4)			—			(4)			—




Valuation adjustment to Visa derivative	3			—			5			—


Investment securities (gains) losses, net	1			—			27			13
Merger-related expense(1)	56			8			382			8
Tax effect of adjustments(2)	(11)			(2)			(72)			(6)
Adjusted net income	$	424		$	179		$	1,195		$	488
Net income annualized(3)	1,507			687			1,146			631
Adjusted net income annualized(3)	1,679			710			1,598			651
Total average assets	$	127,504		$	55,214		$	124,341		$	53,865
Return on average assets (annualized)(3)	1.18		%	1.24		%	0.92		%	1.17		%
Adjusted return on average assets (annualized)(3)	1.32			1.29			1.28			1.21
(1) A portion of this item was non-taxable.
(2) A blended tax rate of 17.1% was applied for fiscal year 2026 to merger-related expense which takes into consideration the deductibility and non-deductibility of certain merger-related expense items for tax purposes and an assumed 24% marginal rate was applied to all other adjusted items for 2026. For 2025 an assumed marginal tax rate of 25% was applied.
(3) Amounts have been calculated using whole dollar values.

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Table 14 - Reconciliation of Non-GAAP Financial Measures, continued
	Three Months Ended			Nine Months Ended
(dollars in millions)	September 30, 2026			September 30, 2025			September 30, 2026			September 30, 2025
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	$	364		$	169		$	812		$	461
Gain on disposition of investment	(4)			—			(4)			—





Valuation adjustment to Visa derivative	3			—			5			—

Investment securities (gains) losses, net	1			—			27			13
Merger-related expense(1)	56			8			382			8
Tax effect of adjustments(2)	(11)			(2)			(72)			(6)
Adjusted net income available to common shareholders	$	409		$	175		$	1,150		$	476

Adjusted net income available to common shareholders annualized(3)	$	1,620		$	695		$	1,538		$	636
Amortization of intangibles, annualized net of tax(2)(3)	137			4			142			4
Adjusted net income available to common shareholders excluding amortization of intangibles annualized(3)	$	1,757		$	699		$	1,680		$	640

Net income available to common shareholders annualized(3)	$	1,448		$	672		$	1,087		$	616
Amortization of intangibles, annualized net of tax(2)(3)	137			4			142			4
Net income available to common shareholders excluding amortization of intangibles annualized(3)	$	1,585		$	676		$	1,229		$	620

Total average shareholders' equity less preferred stock	$	14,090		$	6,505		$	13,947		$	6,397
Average goodwill	(3,487)			(1,849)			(3,522)			(1,849)
Average other intangible assets, net	(1,019)			(19)			(1,055)			(20)
Total average tangible shareholders' equity less preferred stock	$	9,584		$	4,637		$	9,370		$	4,528
Return on average common equity (annualized)(3)	10.28		%	10.33		%	7.79		%	9.63		%
Adjusted return on average common equity (annualized)(3)	11.50			10.68			11.03			9.95
Return on average tangible common equity (annualized)(3)	16.54			14.58			13.12			13.70
Adjusted return on average tangible common equity (annualized)(3)	18.34			15.07			17.93			14.14

(1) A portion of this item was non-taxable.
(2) A blended tax rate of 17.1% was applied for fiscal year 2026 to merger-related expense 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.

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Table 14 - Reconciliation of Non-GAAP Financial Measures, continued

(In millions, except per share data, share count in thousands)	September 30, 2026			December 31, 2025			September 30, 2025
Tangible common equity ratio
Total assets	$	130,685		$	57,706		$	55,964
Goodwill	(3,484)			(1,849)			(1,849)
Other intangible assets, net	(999)			(30)			(18)
Tangible assets	$	126,202		$	55,827		$	54,097

Total equity	$	14,610		$	7,044		$	6,856
Goodwill	(3,484)			(1,849)			(1,849)
Other intangible assets, net	(999)			(30)			(18)
Preferred stock, no par value	(781)			(217)			(217)
Tangible common equity	$	9,346		$	4,948		$	4,772
Total equity to total assets ratio(1)	11.18		%	12.21		%	12.25		%
Tangible common equity ratio(1)	7.41			8.86			8.82

Tangible common equity	$	9,346		$	4,948		$	4,772
Common shares outstanding	151,115			77,662			77,558
Book value per common share (1)	$	91.52		$	87.90		$	85.60
Tangible book value per common share (1)	$	61.86		$	63.71		$	61.53

(1) Amounts have been calculated using whole dollar values.

ITEM 3. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information presented in the Market Risk Analysis section of the Management's Discussion and Analysis of Financial Condition and Results of Operations section of this Report is incorporated herein by reference.

ITEM 4. – CONTROLS AND PROCEDURES

On January 1, 2026, Pinnacle completed its previously announced merger with Synovus and commenced an evaluation of the design and operating effectiveness of internal controls over financial reporting related to the combined entities. The evaluation of changes to processes, technology systems, and other components of internal control over financial reporting related to the Merger is ongoing.

Except for the changes made in connection with the Merger, there were no other changes to Pinnacle's internal control over financial reporting during the quarter ended September 30, 2026, that materially affected, or would be reasonably likely to materially affect, Pinnacle's internal control over financial reporting.

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by Pinnacle's management, with the participation of Pinnacle's Chief Executive Officer and Chief Financial Officer, of the effectiveness of Pinnacle's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on that evaluation, Pinnacle's Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2026, Pinnacle's disclosure controls and procedures were effective.

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PART II. – OTHER INFORMATION

ITEM 1. – LEGAL PROCEEDINGS

See "Part I - Item 1. Financial Statements and Supplementary Data - Note 11 - Commitments and Contingencies" of this Report.

ITEM 1A. – RISK FACTORS

In addition to the other information set forth in this Report, in evaluating an investment in the Company's securities, investors should consider carefully, among other things, the risk factors previously disclosed in "Part I - Item IA - Risk Factors” of Pinnacle's Form 10-Q for the quarterly period ended March 31, 2026 which could materially affect the Company's business, financial position, results of operations, cash flows, or future results. Please be aware that these risks may change over time and other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, financial condition or results of operations, or the trading price of our securities.

There are no material changes during the period covered by this Report to the risk factors previously disclosed in our Form 10-Q for the quarterly period ended March 31, 2026.

ITEM 2. – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) None.

(b) None.

On January 1, 2026 the Board of Directors approved share repurchases of up to $400 million of common stock in 2026. During the nine months ended September 30, 2026, Pinnacle did not repurchase shares of common stock.

ITEM 3. – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. – MINE SAFETY DISCLOSURES

None.

ITEM 5. – OTHER INFORMATION

(a) None.

(b) None.

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ITEM 6. – EXHIBITS



Exhibit Number						Description

3.1						Amended and Restated Articles of Incorporation of Pinnacle Financial Partners, Inc., incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K12B filed on January 2, 2026.

3.2						Restated Bylaws of Pinnacle Financial Partners, Inc., incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K12B filed on January 2, 2026.

3.3						Amendment to Bylaws of Pinnacle Financial Partners, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 31, 2026.

10.1						Restrictive C ovenan t Letter Agreement by and among Pinnacle Financial Partners, Inc. and Harold R. Carpenter dated as of S e ptember 9, 2026, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on S eptember 10 , 2026.

31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32						Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


101						Interactive Data File

104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

*: Indicates management contracts and compensatory plans and arrangements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


	PINNACLE FINANCIAL PARTNERS, INC.

November 2, 2026	By:	/s/ Andrew Jamieson Gregory, Jr.
Date		Andrew Jamieson Gregory, Jr.
		Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)