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Pinnacle Financial Partners, Inc.

For the period ended Mar 31, 2026. Filed May 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 6, 2026

PNFP$100.64-0.8%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 20251
Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2026 and 20252
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2026 and 20253
Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three Months Ended March 31, 2026 and 20254
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 20255
Notes to Unaudited Interim Condensed Consolidated Financial Statements6
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations38
Item 3.Quantitative and Qualitative Disclosures About Market Risk62
Item 4.Controls and Procedures62
Part II.Other Information
Item 1.Legal Proceedings63
Item 1A.Risk Factors63
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds84
Item 3.Defaults Upon Senior Securities84
Item 4.Mine Safety Disclosures84
Item 5.Other Information84
Item 6.Exhibits85
Signatures87

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

i

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

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

PPNR – Pre-provision net revenue

ii

PSU – Performance share units

Report– This Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026

RSU – Restricted share units

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 that ceased operations subsequent 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

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.