Pinnacle Financial Partners, Inc. (PNFP)

CIK: 0002082866. SIC: 6021 National Commercial Banks. Latest 10-K as of: 2026-03-02.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6021 National Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=2082866. Latest filing source: 0002082866-26-000018.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-02. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0002082866.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0002082866.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0002082866-26-000043.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-06. Report date: 2026-03-31.

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 headquartered in Atlanta, Georgia and a registered bank holding company headquartered in Nashville, Tennessee. 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 wholl

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-03-02. Report date: 2025-12-31.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of our financial condition at December 31, 2025 and 2024 and our results of operations for each of the years in the three-year period ended December 31, 2025. The purpose of this discussion is to focus on information about our financial condition and results of operations which is not otherwise apparent from our consolidated financial statements. The following discussion and analysis should be read along with our consolidated financial statements and the related notes included elsewhere herein, as well as the information included in Part I Item 1A "Risk Factors", and under the caption "Forward-Looking Statements". This Item generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 are not included, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 25, 2025.

January 1, 2026 Merger with Synovus Financial Corp.

On July 24, 2025, Pinnacle Financial entered into the Merger Agreement with Synovus and New Pinnacle, a newly formed Georgia corporation jointly owned by Pinnacle Financial and Synovus. The Merger Agreement provided that, upon the terms and subject to the conditions set forth therein, (i) Pinnacle Financial and Synovus would each simultaneously merge with and into New Pinnacle (such mergers, collectively, the Merger), with New Pinnacle continuing as the surviving corporation in the Merger and named Pinnacle Financial Partners, Inc., and (ii) immediately following the effectiveness of the FRS Membership (as described elsewhere in this Annual Report on Form 10-K), Synovus Bank would merge with and into Pinnacle Bank, with Pinnacle Bank as the surviving entity in the Bank Merger. After receiving the necessary approvals from the Federal Reserve System, the TDFI , and the Georgia Department of Banking and Finance, the Merger was completed January 1, 2026. Refer to "Part II - Item 8. Financial Statements - Note 24 - Subsequent Event" in this Annual Report on Form 10-K.

Selected Financial Data

Set forth below is certain selected financial data related to the Company's operations for 2025, 2024 and 2023:

(dollars in thousands, except per share data)

2025

2024

2023

Total assets

$

57,706,053 

$

52,589,449 

$

47,959,883 

Loans, net of unearned income

39,154,002 

35,485,776 

32,676,091 

Allowance for credit losses

441,540 

414,494 

353,055 

Total securities

9,157,207 

8,381,268 

7,323,887 

Goodwill, core deposit and other intangible assets

1,878,619 

1,870,683 

1,874,438 

Deposits and securities sold under agreements to repurchase

47,712,969 

43,073,236 

38,749,299 

Advances from FHLB

1,778,329 

1,874,134 

2,138,169 

Subordinated debt and other borrowings

426,704 

425,821 

424,938 

Shareholders' equity

7,043,715 

6,431,881 

6,035,788 

Statement of Operations Data:

Interest income

$

2,795,632 

$

2,698,098 

$

2,353,368 

Interest expense

1,247,371 

1,332,508 

1,091,250 

Net interest income

1,548,261 

1,365,590 

1,262,118 

Provision for credit losses

107,245 

120,589 

93,596 

Net interest income after provision for credit losses

1,441,016 

1,245,001 

1,168,522 

Noninterest income

506,590 

371,178 

433,253 

Noninterest expense

1,167,728 

1,034,970 

887,769 

Income before income taxes

779,878 

581,209 

714,006 

Income tax expense

138,013 

106,153 

151,854 

Net income

641,865 

475,056 

562,152 

Preferred stock dividends

(15,192)

(15,192)

(15,192)

Net income available to common shareholders

626,673 

459,864 

546,960 

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(dollars in thousands, except per share data)

2025

2024

2023

Per Share Data:

Earnings per share available to common shareholders – basic

$

8.15 

$

6.01 

$

7.20 

Weighted average common shares outstanding – basic

76,863,389 

76,460,926 

76,016,370 

Earnings per share available to common shareholders – diluted

$

8.07 

$

5.96 

$

7.14 

Weighted average common shares outstanding – diluted

77,688,626 

77,131,330 

76,647,543 

Common dividends per share

$

0.96 

$

0.88 

$

0.88 

Preferred dividends per share

$

67.52 

$

67.52 

$

67.52 

Book value per common share

$

87.90 

$

80.46 

$

75.80 

Common shares outstanding at end of period

77,661,626 

77,242,307 

76,766,674 

Performance Ratios:

Return on average assets

1.15 

%

0.93 

%

1.19 

%

Return on average shareholders' equity

9.35 

%

7.39 

%

9.44 

%

Net interest margin

3.24 

%

3.16 

%

3.18 

%

Net interest spread

2.54 

%

2.30 

%

2.29 

%

Noninterest income to average assets

0.93 

%

0.75 

%

0.94 

%

Noninterest expense to average assets

2.14 

%

2.09 

%

1.94 

%

Efficiency ratio

56.83 

%

59.59 

%

52.36 

%

Average loan to average deposit ratio

83.26 

%

84.64 

%

83.93 

%

Avg. interest-earning assets to avg. interest-bearing liabilities

128.05 

%

128.90 

%

133.62 

%

Average equity to average total assets ratio

12.28 

%

12.59 

%

12.64 

%

Common stock dividend payout ratio

11.87 

%

14.72 

%

12.26 

%

Credit Quality Ratios:

Allowance for credit losses to nonaccrual loans

331.09 

%

280.40 

%

429.05 

%

Allowance for credit losses to total loans

1.13 

%

1.17 

%

1.08 

%

Nonperforming assets to total assets

0.25 

%

0.28 

%

0.18 

%

Nonperforming assets to total loans, other real estate and other nonperforming assets

0.36 

%

0.42 

%

0.27 

%

Nonaccrual loans to total loans

0.34 

%

0.42 

%

0.25 

%

Net loan charge-offs to average loans

0.21 

%

0.23 

%

0.16 

%

Capital Ratios(1):

Common equity Tier 1 capital

10.88 

%

10.80 

%

10.29 

%

Leverage

9.57 

%

9.55 

%

9.40 

%

Tier 1 capital

11.34 

%

11.32 

%

10.83 

%

Total capital

12.97 

%

13.14 

%

12.72 

%

(1)Capital ratios are for Pinnacle Financial Partners, Inc.

Overview

General. Our fully diluted net income per common share for the year ended December 31, 2025 was $8.07 compared to fully diluted net income per common share of $5.96 for the year ended December 31, 2024. At December 31, 2025, loans had increased by $3.7 billion to $39.2 billion from $35.5 billion at December 31, 2024.

Results of operations. Our net interest income increased to $1.5 billion for 2025 compared to $1.4 billion for 2024. The increase in 2025 as compared to 2024 was largely the result of organic loan growth and a declining cost of funds.

Net interest income in 2025 and 2024, was affected by fluctuations in our net interest margin and our net interest spread. The net interest margin (the ratio of net interest income to average earning assets) for 2025 was 3.24% compared to 3.16% for 2024 and reflects increased average earning asset balances as well as a meaningful reduction in our cost of funds despite increased average interest-bearing balances. Additionally, our noninterest bearing deposit balances increased during 2025 when compared to 2024.

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Our provision for credit losses was $107.2 million for 2025 compared to $120.6 million in 2024. The reduction in provision expense in 2025 as compared to 2024 is in part the result of reductions in specific reserves associated with certain loans due to charge-offs, improved financial conditions of certain borrowers or payoff of a portion of or, in certain cases, the full, outstanding balances of the related loans. Also impacting provision expense in each period were net charge-offs of $76.5 million during 2025 compared to $78.3 million in 2024. Negatively impacting net charge-offs in 2025 was the deterioration of a non-owner occupied commercial real estate loan which resulted in a charge-off of $16.9 million in the fourth quarter of 2025. Charge-offs were also elevated in 2025 as a result of increased charge-offs in certain of our credit card portfolios.

Noninterest income for 2025 compared to 2024 increased by $135.4 million, or 36.5%, to $506.6 million from $371.2 million. The increase compared to 2024 is due in large part to income from our equity method investment in BHG which increased $55.2 million, or 87.3%, for 2025 compared to 2024. Also impacting the change in noninterest income during 2025 when compared to 2024 was our intentional repositioning of a portion of our securities portfolio in 2024 with the goal of meaningfully enhancing its future performance with the sale of approximately $822.7 million of available-for-sale securities at a net loss of $72.1 million during 2024. Income from our wealth management groups (investments, insurance and trust) also contributed to the increase in noninterest income and continued to reflect strong revenue growth increasing $25.7 million, or 22.5%, for 2025 compared to 2024. Service charges on deposit accounts increased $11.7 million, or 19.8%, during 2025 compared to 2024. Additionally, for 2025, income from bank-owned life insurance increased $5.8 million in part due to the purchase of an additional $150.0 million in policies during 2025. The increases in noninterest income were offset in part by a decrease in income from our other equity investments of $5.7 million in 2025 compared to 2024.

Noninterest expense for 2025 compared to 2024 increased $132.8 million, or 12.8%, to $1.2 billion from $1.0 billion. Impacting noninterest expense during 2025 as compared to 2024 was an increase of $100.4 million in salaries and employee benefits. The increase in salaries and employee benefits was primarily the result of an increase in our associate base to 3,709.0 full-time equivalent team members at December 31, 2025 compared to 3,565.5 at December 31, 2024, as well as annual merit increases effective in January 2025 and increases in cash and equity incentive accruals due to our achievement of a payout percentage under our annual cash incentive plan in 2025 that is higher than what we paid out under our 2024 annual cash incentive plan.

Noninterest expense categories, other than salaries and employee benefits, were $446.3 million for 2025 compared to $413.9 million in 2024, an increase of 7.8%. Noninterest expense for 2025 included $21.7 million in merger-related expenses associated with the Merger with Synovus. Noninterest expense for 2024 included approximately $27.6 million in fees paid during the second quarter of 2024 to terminate an agreement to resell $500.0 million of securities we had previously purchased. Additionally impacting the change in noninterest expense for 2025 when compared to 2024 are increases in equipment and occupancy costs, marketing and other business development costs and lending and deposit-related expenses. Equipment and occupancy costs increased $29.3 million, or 17.6%, for 2025 compared to 2024 and were negatively impacted by the overall growth in our infrastructure, construction and operation of 13 additional locations throughout our footprint since January 1, 2024, the relocation of our headquarters to a new location in downtown Nashville during the first quarter of 2025 and the implementation of new technology. Marketing and business development expense for 2025 increased $10.7 million, or 40.1%, compared to 2024 primarily as a result of our partnership with The Pinnacle, one of Nashville's newest live music venues, which opened in March 2025, and other factors including increases in both client and associate engagement expenses due to our increased headcount and recent market extensions. Other noninterest expense includes lending-related expenses, deposit-related expenses, wealth-management expenses and other items. Lending-related expenses increased $7.0 million for 2025 compared to 2024 and were impacted by the loss protection fees of $6.4 million paid during 2025 associated with a credit default swap which we entered into in the second quarter of 2024. Deposit-related expenses decreased $7.7 million during 2025 compared to 2024. The largest contributor to the decline in deposit-related expenses related to the FDIC special assessment which was originally assessed in the fourth quarter of 2023 as a result of the bank failures which occurred in the first half of 2023. We recorded expense associated with the FDIC special assessment in 2024 of $6.8 million and recorded no such expense in 2025. During 2025, the FDIC updated its guidance regarding the assessment. Based on the revised guidance, we updated the accrual of the FDIC special assessment and reduced deposit-related expense by $7.5 million. Offsetting the decreased FDIC assessment costs during 2025 when compared to 2024 were increases in costs associated with our specialty deposit programs.

During the years ended December 31, 2025 and 2024, we recorded income tax expense of $138.0 million and $106.2 million, respectively. Our effective tax rate for the years ended December 31, 2025 and 2024, was 17.7% and 18.3%, respectively.

Our efficiency ratio (the ratio of noninterest expense to the sum of net interest income and noninterest income) was 56.8% and 59.6% for the years ended December 31, 2025 and 2024, respectively. The efficiency ratio measures the amount of expense that is incurred to generate a dollar of revenue. The efficiency ratio for the year ended December 31, 2025 compared to the same period in 2024 was both positively and negatively impacted by the changes to net interest income, noninterest income and noninterest expense discussed above.

53

Net income for 2025 was $641.9 million compared to $475.1 million in 2024. Net income available to common shareholders for 2025 was $626.7 million compared to $459.9 million in 2024. The presentation of net income available to common shareholders (rather than net income available to shareholders) was required following the issuance of 9.0 million depositary shares, each representing a 1/40th interest in a share of Legacy Pinnacle Series B Preferred Stock in the second quarter of 2020. Fully-diluted net income per common share was $8.07 for 2025 compared to $5.96 for 2024. Net income in 2025 was impacted positively by organic growth, lower costs of funds and an increase in income from our equity method investment in BHG and negatively impacted by losses on the sale of available-for-sale securities and increases in salaries and employee benefits and equipment and occupancy costs as noted above.

Financial Condition. Our loan balances increased by $3.7 billion, or 10.3%, to $39.2 billion during 2025 as compared to 2024. The increase is primarily the result of loans made to borrowers that principally operate or are located in the markets in which we have recently entered or expanded our presence, increases in the number of relationship advisors we employ and continued focus on attracting new customers to our company, including those targeted by our franchise and leasing segments. Loan growth was also positively impacted during the year ended December 31, 2025 by the continued growth of certain specialty lending groups, including franchise lending and equipment lease financing.

Total deposits increased from $42.8 billion at December 31, 2024 to $47.4 billion at December 31, 2025, an increase of $4.6 billion, or 10.6%. Noninterest-bearing deposits were $9.0 billion at December 31, 2025 compared to $8.2 billion at December 31, 2024, an increase of $876.2 million, or 10.7%. This increase is largely based on the success of our treasury management and specialty deposit groups and those groups' capabilities. Interest-bearing deposit growth during the year ended December 31, 2025 increased approximately $1.5 billion, or 10.8%, from December 31, 2024, as a result of our intentional focus on gathering and retaining these deposits and increases in the number of relationship advisors we employ. Within our deposits, the ratio of core funding to total deposits increased from 83.9% at December 31, 2024 to 84.0% at December 31, 2025. This change is largely due to the success of our deposit gathering initiatives.

At December 31, 2025, our allowance for credit losses on loans was $441.5 million, or 1.13% of total loans, compared to $414.5 million, or 1.17% of total loans, at December 31, 2024. The decline in the ratio of our allowance for credit losses to total loans was largely the result of a reduction in specific reserves associated with certain loans due to charge-offs, improvement in the financial condition of the borrowers or payoff of a portion of or, in certain cases, the full, outstanding balances of the related loans.

Capital and Liquidity. At December 31, 2025 and 2024, our capital ratios, including our bank's capital ratios, exceeded regulatory minimum capital requirements and those necessary to be considered well-capitalized under applicable federal regulations. At December 31, 2025, we had approximately $462.4 million of cash at the holding company which could be used to support our bank.

On January 21, 2025, our board of directors authorized a share repurchase program for up to $125.0 million of our common stock which commenced upon the expiration of the previously authorized share repurchase program that expired on March 31, 2025. The new authorization remained in effect at December 31, 2025. We did not repurchase any shares under the prior or current share repurchase programs during 2024 or 2025.

On January 1, 2026, we completed the Merger with Synovus. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of Legacy Pinnacle Common Stock outstanding immediately prior to the Effective Time, other than certain shares held by Pinnacle Financial or Synovus, was converted into the right to receive one share of New Pinnacle Common Stock, and each share of Synovus Common Stock outstanding immediately prior to the Effective Time, other than certain shares held by Pinnacle Financial or Synovus, was converted into the right to receive 0.5237 shares of New Pinnacle Common Stock. Holders of Synovus Common Stock received cash in lieu of fractional shares.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, (i) each share of Synovus Series D Preferred Stock, (ii) each share of Synovus Series E Preferred Stock, and (iii) each share of Legacy Pinnacle's Series B Preferred Stock, in each case outstanding immediately prior to the Effective Time, was converted into the right to receive one share of an applicable newly created series of preferred stock of New Pinnacle having terms that are not materially less favorable than the Synovus Series D Preferred Stock, Synovus Series E Preferred Stock or Pinnacle Financial's Series B Preferred Stock, respectively. Similarly, at the Effective Time of the Merger, each Legacy Pinnacle Series B Depositary Share was converted into a New Pinnacle Series C Depositary Share.

54

Critical Accounting Estimates

The accounting principles we follow and our methods of applying these principles conform with U.S. generally accepted accounting principles and with general practices within the banking industry. In connection with the application of those principles, we have made judgments and estimates which, in the case of the determination of our allowance for credit losses and the assessment of impairment of goodwill, has been critical to the determination of our financial position and results of operations.

Allowance for Credit Losses - Loans - The allowance for credit losses on loans is estimated under the CECL methodology set forth in FASB ASC 326. The allowance for credit losses on loans reflects management’s estimate of the the amount of credit losses expected to be recognized over the remaining life of the loans in our portfolio. 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 “Allowance for Credit Losses on Loans” elsewhere within this section as well as Note 1. Summary of Significant Accounting Policies and Note 5. Loans and Allowance for Credit Losses in the notes to consolidated financial statements included in Item 8. Financial Statements of this Annual Report on Form 10-K for additional information related to the allowance for credit losses on loans.

Impairment of Goodwill - Goodwill is evaluated for impairment annually and more frequently if events and circumstances indicate that the asset might be impaired as described in ASC 350. At December 31, 2025, our annual assessment date was September 30. Accordingly, we performed a qualitative assessment at that date by examining changes in macroeconomic conditions, industry and market conditions, overall financial performance, cost factors and other relevant entity-specific events, including changes in the share price of our common stock. While we believe that the assumptions utilized in our testing were appropriate, they may not reflect actual outcomes that could occur. Specific factors that could negatively impact the assumptions used include significant fluctuations in our asset/liability balances or the composition of our balance sheet; a change in the overall valuation of the stock market, specifically bank stocks; performance of Southeast U.S. banks; and our performance relative to peers. Changes in these assumptions, or any other key assumptions, could have a material impact on our qualitative assessment, resulting in the decision to perform additional procedures to identify and determine the amount of goodwill impairment, if any. See Note 1. Summary of Significant Accounting Policies in the notes to consolidated financial statements included in Item 8. Financial Statements of this Annual Report on Form 10-K for additional information related to goodwill.

55

Results of Operations

The following is a summary of certain financial information as of or for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands, except per share data):

Years ended

December 31,

2025- 2024 Percent

Increase (Decrease)

Year ended

December 31,

2024 - 2023 Percent Increase (Decrease)

2025

2024

2023

Income Statement:

Interest income

$

2,795,632 

$

2,698,098 

3.6 

%

$

2,353,368 

14.7 

%

Interest expense

1,247,371 

1,332,508 

(6.4)

%

1,091,250 

22.1 

%

Net interest income

1,548,261 

1,365,590 

13.4 

%

1,262,118 

8.2 

%

Provision for credit losses

107,245 

120,589 

(11.1)

%

93,596 

28.8 

%

Net interest income after provision for credit losses

1,441,016 

1,245,001 

15.7 

%

1,168,522 

6.5 

%

Noninterest income

506,590 

371,178 

36.5 

%

433,253 

(14.3)

%

Noninterest expense

1,167,728 

1,034,970 

12.8 

%

887,769 

16.6 

%

Income before income taxes

779,878 

581,209 

34.2 

%

714,006 

(18.6)

%

Income tax expense

138,013 

106,153 

30.0 

%

151,854 

(30.1)

%

Net income

641,865 

475,056 

35.1 

%

562,152 

(15.5)

%

Preferred stock dividends

(15,192)

(15,192)

— 

%

(15,192)

— 

%

Net income available to common shareholders

$

626,673 

$

459,864 

36.3 

%

$

546,960 

(15.9)

%

Per Share Data:

Basic net income per common share

$

8.15 

$

6.01 

35.6 

%

$

7.20 

(16.5)

%

Diluted net income per common share

$

8.07 

$

5.96 

35.4 

%

$

7.14 

(16.5)

%

Performance Ratios:

Return on average assets (1)

1.15 

%

0.93 

%

23.7 

%

1.19 

%

(21.9)

%

Return on average shareholders' equity (2)

9.35 

%

7.39 

%

26.5 

%

9.44 

%

(21.7)

%

Return on average common shareholders' equity (3)

9.66 

%

7.66 

%

26.1 

%

9.81 

%

(21.9)

%

Balance Sheet:

Loans, net of allowance for credit losses

$

38,712,462 

$

35,071,282 

10.4 

%

$

32,323,036 

8.5 

%

Deposits

$

47,396,522 

$

42,842,992 

10.6 

%

$

38,539,810 

11.2 

%

(1) Return on average assets is the result of net income available to common shareholders for the reported period divided by average assets for the period.

(2) Return on average shareholders' equity is the result of net income available to common shareholders for the reported period divided by average shareholders' equity for the period.

(3) Return on average common shareholders' equity is the result of net income available to common shareholders for the reported period divided by average common shareholders' equity for the period.

Net Interest Income. Net interest income represents the amount by which interest earned on various earning assets exceeds interest paid on deposits and other interest bearing liabilities and is the most significant component of our revenues. For the year ended December 31, 2025, we recorded net interest income of approximately $1.5 billion, which resulted in a net interest margin of 3.24%. For the year ended December 31, 2024, we recorded net interest income of approximately $1.4 billion, which resulted in a net interest margin of 3.16%. The increase in net interest income in 2025 as compared to 2024 reflects increased average earning asset balances as well as a meaningful reduction in our cost of funds despite increased average interest-bearing balances. Additionally, our noninterest bearing deposit balances increased during 2025 when compared to the same period in 2024.

56

The following table sets forth the amount of our average balances, interest income or interest expense for each category of interest-earning assets and interest-bearing liabilities and the average interest rate for total interest-earning assets and total interest-bearing liabilities, net interest spread and net interest margin for each of the years in the three-year period ended December 31, 2025 (in thousands):

2025

2024

2023

Average

Balances

Interest

Rates/

Yields

Average

Balances

Interest

Rates/

Yields

Average

Balances

Interest

Rates/

Yields

Interest-earning assets:

Loans (1) (2)

$

37,347,907 

$

2,288,096 

6.23 

%

$

33,908,775 

$

2,221,063 

6.64 

%

$

31,112,968 

$

1,950,365 

6.36 

%

Securities:

Taxable

5,631,662 

260,953 

4.63 

%

4,487,037 

220,666 

4.92 

%

3,562,527 

140,308 

3.94 

%

Tax-exempt (2)

3,346,750 

107,463 

3.84 

%

3,284,099 

97,779 

3.55 

%

3,252,030 

97,625 

3.58 

%

Interest-bearing due from banks

2,852,913 

118,459 

4.15 

%

2,533,184 

132,199 

5.22 

%

2,611,506 

140,036 

5.36 

%

Securities purchased under agreements to resell

80,272 

7,936 

9.89 

%

285,356 

10,669 

3.74 

%

508,190 

13,176 

2.59 

%

Federal funds sold

— 

— 

— 

%

— 

— 

— 

%

— 

— 

— 

%

Other

263,872 

12,725 

4.82 

%

254,731 

15,722 

6.17 

%

227,147 

11,858 

5.22 

%

Total interest-earning assets

49,523,376 

2,795,632 

5.76 

%

44,753,182 

2,698,098 

6.14 

%

41,274,368 

2,353,368 

5.82 

%

Nonearning assets:

Intangible assets

1,869,980 

1,871,723 

1,878,204 

Other nonearning assets

3,187,306 

2,821,948 

2,696,900 

Total assets

$

54,580,662 

$

49,446,853 

$

45,849,472 

Interest-bearing liabilities:

Interest-bearing deposits:

Interest checking

14,524,949 

457,226 

3.15 

%

12,309,946 

465,862 

3.78 

%

9,565,965 

333,631 

3.49 

%

Savings and money market

16,959,977 

491,058 

2.90 

%

14,928,631 

530,100 

3.55 

%

14,162,523 

473,327 

3.34 

%

Time deposits

4,667,457 

178,895 

3.83 

%

4,720,595 

207,493 

4.40 

%

4,606,756 

176,160 

3.82 

%

Total interest-bearing deposits

36,152,383 

1,127,179 

3.12 

%

31,959,172 

1,203,455 

3.77 

%

28,335,244 

983,118 

3.47 

%

Securities sold under agreements to repurchase

275,292 

5,172 

1.88 

%

219,451 

5,392 

2.46 

%

192,132 

3,744 

1.95 

%

Federal Home Loan Bank advances

1,816,610 

82,855 

4.56 

%

2,113,947 

96,602 

4.57 

%

1,935,204 

80,958 

4.18 

%

Subordinated debt and other borrowings

430,654 

32,165 

7.47 

%

427,604 

27,059 

6.33 

%

426,784 

23,430 

5.49 

%

Total interest-bearing liabilities

38,674,939 

1,247,371 

3.23 

%

34,720,174 

1,332,508 

3.84 

%

30,889,364 

1,091,250 

3.53 

%

Noninterest-bearing deposits

8,706,694 

— 

— 

%

8,103,652 

— 

— 

%

8,736,843 

— 

— 

%

Total deposits and interest- bearing liabilities

47,381,633 

1,247,371 

2.63 

%

42,823,826 

1,332,508 

3.11 

%

39,626,207 

1,091,250 

2.75 

%

Other liabilities

496,205 

399,183 

428,348 

Total liabilities

47,877,838 

43,223,009 

40,054,555 

Shareholders' equity

6,702,824 

6,223,844 

5,794,917 

Total liabilities and shareholders' equity

$

54,580,662 

$

49,446,853 

$

45,849,472 

Net interest income

$

1,548,261 

$

1,365,590 

$

1,262,118 

Net interest spread (3)

2.54 

%

2.30 

%

2.29 

%

Net interest margin (4)

3.24 

%

3.16 

%

3.18 

%

(1)Average balances of nonperforming loans, consumer loans held-for-sale and commercial loans held-for-sale are included in average loan balances.

(2)Yields computed on tax-exempt instruments on a tax equivalent basis and include $58.7 million, $47.7 million and $48.5 million of taxable equivalent income for the years ended December 31, 2025, 2024 and 2023, respectively. The tax-exempt benefit has been reduced by the projected impact of tax-exempt income that will be disallowed pursuant to IRS Regulations as of and for the then current period presented.

(3)Yields realized on interest-bearing assets less the rates paid on interest-bearing liabilities. The net interest spread calculation excludes the impact of demand deposits. Had the impact of demand deposits been included, the net interest spread for the year ended December 31, 2025 would have been 3.13% compared to a net interest spread for the years ended December 31, 2024 and 2023 of 3.02% and 3.07%, respectively.

(4)Net interest margin is the result of net interest income calculated on a tax-equivalent basis divided by average interest earning assets for the period.

For the year ended December 31, 2025, our net interest spread was 2.54%, while the net interest margin was 3.24% compared to a net interest spread of 2.30% and a net interest margin of 3.16% for the year ended December 31, 2024. The expansion in our net interest margin during 2025 when compared to 2024 reflects increased average earning asset balances as well as a meaningful reduction in our cost of funds despite increased average interest-bearing deposit and interest-bearing liability balances. Additionally, our noninterest-bearing average deposit balances increased during 2025 when compared to 2024, positively impacting our net interest margin. During the year ended December 31, 2025, our earning asset yield decreased by 38 basis points from the year ended December 31, 2024, while total funding rates, led by decreases in interest-bearing deposits rates, decreased by 48 basis points compared to the year ended December 31, 2024.

57

Rate and Volume Analysis. Net interest income increased by $182.7 million between the years ended December 31, 2025 and 2024. The following is an analysis of the changes in our net interest income comparing the changes attributable to rates and those attributable to volumes (in thousands):

2025 Compared to 2024

Increase (decrease) due to

2024 Compared to 2023

Increase (decrease) due to

Rate

Volume

Net

Rate

Volume

Net

Interest-earning assets:

Loans

$

(148,586)

$

215,619 

$

67,033 

$

90,031 

$

180,667 

$

270,698 

Securities:

Taxable

(14,466)

54,753 

40,287 

39,691 

40,667 

80,358 

Tax-exempt

8,591 

1,093 

9,684 

(985)

1,139 

154 

Interest-bearing due from banks

(28,996)

15,256 

(13,740)

(3,647)

(4,190)

(7,837)

Securities purchased under agreements to resell

14,816 

(17,549)

(2,733)

3,337 

(5,844)

(2,507)

Other

(3,501)

504 

(2,997)

2,296 

1,568 

3,864 

Total interest-earning assets

(172,142)

269,676 

97,534 

130,723 

214,007 

344,730 

Interest-bearing liabilities:

Interest-bearing deposits:

Interest checking

(86,189)

77,553 

(8,636)

32,252 

99,979 

132,231 

Savings and money market

(105,654)

66,612 

(39,042)

30,472 

26,301 

56,773 

Time deposits

(26,587)

(2,011)

(28,598)

26,852 

4,481 

31,333 

Total deposits

(218,430)

142,154 

(76,276)

89,576 

130,761 

220,337 

Securities sold under agreements to repurchase

(1,493)

1,273 

(220)

1,051 

597 

1,648 

Federal Home Loan Bank advances

(185)

(13,562)

(13,747)

7,866 

7,778 

15,644 

Subordinated debt and other borrowings

4,894 

212 

5,106 

3,584 

45 

3,629 

Total interest-bearing liabilities

(215,214)

130,077 

(85,137)

102,077 

139,181 

241,258 

Net interest income

$

43,072 

$

139,599 

$

182,671 

$

28,646 

$

74,826 

$

103,472 

Changes in net interest income are attributed to either changes in average balances (volume change) or changes in average rates (rate change) for earning assets and sources of funds on which interest is received or paid. Volume change is calculated as change in volume times the previous rate while rate change is change in rate times the previous volume.

Provision for Credit Losses. The provision for credit losses represents a charge to earnings necessary to establish an allowance for credit losses that, in management's evaluation, is adequate to provide coverage for all expected credit losses. The provision for credit losses amounted to $107.2 million and $120.6 million for the years ended December 31, 2025 and 2024, respectively. Provision expense is impacted by organic loan growth in our loan portfolio, our internal assessment of the credit quality of the loan portfolio, recent historical and projected future economic conditions and net charge-offs. The change in provision in 2025 as compared to 2024 is in part the result of reductions in specific reserves associated with certain loans due to charge-offs, improved financial conditions of certain borrowers or payoff of a portion of or, in certain cases, the full, outstanding balances of the related loans. Also contributing to provision expense in 2025 when compared to 2024 were net charge-offs, which totaled $76.5 million and $78.3 million, respectively.

Our allowance for credit losses on loans reflects an amount deemed appropriate to adequately cover all expected future losses in the loan portfolio as of the date the allowance is determined based on our allowance for credit losses assessment methodology. At December 31, 2025, our allowance for credit losses on loans as a percentage of total loans was 1.13%, a decrease from 1.17% at December 31, 2024. The decline in the ratio of our allowance for credit losses to total loans was largely the result of a reduction in specific reserves associated with certain loans due to charge-offs, improvement in the financial condition of the borrowers or payoff of a portion of or, in certain cases, the full, outstanding balances of the related loans.

Noninterest Income. Our noninterest income is composed of several components, some of which vary significantly between quarterly and annual periods. Service charges on deposit accounts and other noninterest income generally reflect our growth, while investment services, fees from the origination of mortgage loans, swap fees and gains or losses on the sale of securities will often reflect financial market conditions or our asset/liability management efforts and fluctuate from period to period.

58

The following is our noninterest income for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Years ended

December 31,

2025 - 2024

Percent

Increase (Decrease)

Year ended

December 31,

2024 - 2023

Percent

Increase (Decrease)

2025

2024

2023

Noninterest income:

Service charges on deposit accounts

71,130 

$

59,394 

19.8 

%

$

49,223 

20.7 

%

Investment services

84,391 

67,572 

24.9 

%

52,432 

28.9 

%

Insurance sales commissions

15,525 

13,753 

12.9 

%

13,670 

0.6 

%

Gains on mortgage loans sold, net

7,647 

11,136 

(31.3)

%

6,511 

71.0 

%

Investment losses on sales, net

(16,611)

(71,854)

76.9 

%

(19,674)

(100.0%)

Trust fees

40,351 

33,219 

21.5 

%

26,683 

24.5 

%

Income from equity method investment

118,343 

63,172 

87.3 

%

85,402 

(26.0)

%

Gain on sale of fixed assets

554 

2,258 

(75.5)

%

86,048 

(97.4)

%

Other noninterest income:

Interchange and other consumer fees

82,981 

77,893 

6.5 

%

69,709 

11.7 

%

Bank-owned life insurance

45,482 

39,700 

14.6 

%

15,797 

100.0%

Loan swap fees

8,443 

7,750 

8.9 

%

7,851 

(1.3)

%

SBA loan sales

4,768 

5,745 

(17.0)

%

3,983 

44.2 

%

Income from other equity investments

11,442 

17,112 

(33.1)

%

8,732 

96.0 

%

Other noninterest income

32,144 

44,328 

(27.5)

%

26,886 

64.9 

%

Total other noninterest income

185,260 

192,528 

(3.8)

%

132,958 

44.8 

%

Total noninterest income

$

506,590 

$

371,178 

36.5 

%

$

433,253 

(14.3)

%

Service charges on deposit accounts increased $11.7 million, or 19.8%, during 2025 compared to 2024 primarily as a result of revenues from commercial deposit accounts, including analysis fee revenue, as well as increased merchant and check card fees reflective of growth in our deposit accounts and the economic strength of our markets.

Income from our wealth management groups (investments, insurance and trust) is also included in noninterest income. Commissions and fees from investment services at our financial advisory unit, Pinnacle Asset Management, a division of Pinnacle Bank, and fees from our wealth advisory group, PNFP Capital Markets, Inc., were $84.4 million for the year ended December 31, 2025, compared to $67.6 million during 2024, reflecting increases in brokerage assets. At December 31, 2025, Pinnacle Asset Management was receiving commissions and fees in connection with approximately $16.0 billion in brokerage assets compared to $13.1 billion at December 31, 2024. Revenues from the sale of insurance products by our insurance agency subsidiaries were approximately $15.5 million during 2025 compared to $13.8 million during 2024. Additionally, at December 31, 2025, our trust department was receiving fees on approximately $8.5 billion and $4.0 billion of managed and custodied assets, respectively, compared to approximately $7.1 billion and $3.7 billion at December 31, 2024. We believe the improvement in the results of our wealth management businesses in 2025 compared to 2024 is primarily attributable to an increase in capacity as we hire more revenue producers across the firm, but particularly in the areas of our most recent market extensions.

Gains on mortgage loans sold, net, consists of fees from the origination and sale of mortgage loans. These mortgage fees are for loans primarily originated in our current markets that are subsequently sold to third-party investors. Substantially all of these loan sales transfer servicing rights to the buyer. Generally, mortgage origination fees increase in lower interest rate environments and more robust housing markets and decrease in rising and elevated interest rate environments and more challenging housing markets. Mortgage origination fees will fluctuate from period to period as the rate environment changes. Gains on mortgage loans sold, net, were $7.6 million and $11.1 million, respectively, for the years ended December 31, 2025 and 2024. The reduction in mortgage fee income was primarily attributable to higher mortgage interest rates year-over-year. We hedge a portion of our mortgage pipeline as part of a mandatory delivery program whereby the hedge protects against changes in the fair value of the pipeline. The hedge is not designated as a hedge for GAAP purposes and, as such, changes in its fair value are recorded directly through the income statement. The change in the fair value of the outstanding mortgage pipeline at the end of any reporting period will directly impact the amount of gain recorded for mortgage loans held for sale during that reporting period. At December 31, 2025, the mortgage pipeline included $59.3 million in loans expected to close in 2026 compared to $56.3 million in loans at December 31, 2024 expected to close in 2025.

Investment gains and losses on sales, net, represent the net gains and losses on sales of investment securities in our available-for-sale securities portfolio during the periods noted. For the year ended December 31, 2025, investment gains (losses) on sales, net, represent a $16.6 million net pre-tax loss we recognized upon the sale of $271.4 million of investment securities compared to a $71.9 million net

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pre-tax loss we recognized upon the sale of $898.9 million of investment securities in 2024. During each of the above periods, we restructured a portion of our investment securities portfolio in an effort to enhance future earnings potential. For any securities classified as available-for-sale that are in an unrealized loss position at the balance sheet date, we assess whether or not we intend 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 we did not intend to sell those available-for-sale securities that had an unrealized loss at December 31, 2025, and it was not more-likely-than-not that we would be required to sell the securities before recovery of their amortized cost bases, which may be maturity, we determined as of December 31, 2025 that no write-down was necessary.

Income from equity-method investment. Income from equity-method investment is comprised solely of income 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 either financed by secured borrowings or sold to independent financial institutions and investors.

Income from this equity-method investment was $118.3 million for the year ended December 31, 2025 compared to $63.2 million for the year ended December 31, 2024. As more fully described below, the increase in income from BHG in 2025 as compared to 2024 is largely the result of an increase in the gain on sales of commercial and consumer loans through BHG's platforms. In 2019, BHG began retaining more loans on its balance sheet. For much of its history prior to 2019, BHG sold the majority of the loans it facilitated the origination of to a network of bank purchasers through a combination of online auctions, direct sales and its direct purchase option. BHG’s decision to sell loans through its auction platform (or, recently, directly to institutional investors) or retain loans on its balance sheet will be impacted by a variety of factors, including interest rates as well as demand levels from the community bank network of buyers and institutional buyers to whom BHG markets these loans. In a rising or elevated rate environment, it may choose to sell more loans through its auction platform if the cost of financing loans on its balance sheet is not as attractive as a sale, either directly to asset managers or through its auction platform, while in a falling or lower rate environment it may choose to retain more loans on its balance sheet if funding alternatives for doing so are attractive. During the years ended December 31, 2025 and 2024, BHG sold loans totaling approximately $1.8 billion and $806 million, respectively, directly to asset managers. Since 2020, BHG has completed thirteen securitizations totaling $4.1 billion, with the latest securitization of approximately $200 million having been completed in the fourth quarter of 2025. BHG also entered into funding facilities in the fourth quarter of 2022, first quarter of 2023 and third quarter of 2024 including facilities with U.S. asset managers with outstanding balances of $637 million and $455 million at December 31, 2025 and December 31, 2024, respectively, and an annualized interest rate at December 31, 2025 of approximately 6.64%. These facilities, which are secured by loans on BHG's balance sheet, represent incremental funding sources to BHG. We anticipate that BHG will complete additional securitizations in the future or otherwise establish other borrowing facilities to facilitate the retention of additional loans on BHG's balance sheet.

Income from equity-method investment is recorded net of amortization expense associated with customer lists and other intangible assets of $161,000 and $237,000 for the years ended December 31, 2025 and 2024. At December 31, 2025, there were $5.6 million of these intangible assets that are expected to be amortized in lesser amounts over the next 10 years. Also included in income from equity-method investment is accretion income associated with the fair value of certain of BHG's liabilities of $88,000 and $139,000 for the years ended December 31, 2025 and 2024. At December 31, 2025, there were $10,000 of these liabilities that are expected to be accreted into income in lesser amounts over the next year.

During the year ended December 31, 2025, Pinnacle Bank received dividends from BHG of $163.1 million, compared to $71.7 million of dividends during the year ended December 31, 2024. Dividends from BHG during such periods reduced the carrying amount of our investment in BHG, while earnings from BHG during such periods increased the carrying amount of our investment in BHG. Profits from intercompany transactions are eliminated. Our proportionate share of earnings from BHG is included in our consolidated tax return. BHG partners with third party lenders, including Pinnacle Bank, to facilitate loan originations as part of BHG’s alternative financing portfolio, whereby BHG acts as the marketing firm and refers loans to the third party lenders for funding. The third party lenders receive a fee for each loan funded and subsequently sold to BHG. These loans are ultimately sold through BHG's network of clients, which includes Pinnacle Bank, directly to asset managers or are retained on BHG's balance sheet. During the years ended December 31, 2025 and 2024, respectively, BHG purchased $2.6 billion and $1.8 billion, respectively, of loans originated by Pinnacle Bank as part of this program. Pinnacle Bank also has previously purchased loans from BHG at par pursuant to BHG's joint venture loan program whereby BHG and Pinnacle Bank share proportionately in the credit risk of the acquired loans based on the rate on the loan and the rate of the purchase. During the years ended December 31, 2025 and 2024, Pinnacle Bank purchased no joint venture loans from BHG. The yield on this portfolio to Pinnacle Bank is between 4.50% and 6.00% per annum. At December 31, 2025 and 2024, there were $103.5 million and $161.7 million, respectively, of BHG joint venture program loans held by Pinnacle Bank. In addition, during the year ended December 31, 2024, Pinnacle Bank purchased $24.2 million in SBA loans from BHG for $10.0 million to facilitate BHG's exit from the SBA lending program. Pinnacle Bank assigned $14.2 million in reserves for these loans in its allowance for credit losses at the time of purchase as these loans were considered purchased credit deteriorated loans.

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As our ownership interest in BHG is 49% and our representatives do not occupy a majority of the seats on BHG's board of managers, we do not consolidate BHG's results of operations or financial position into our financial statements but record the net result of BHG's activities at our percentage ownership in income from equity-method investment in noninterest income. For the year ended December 31, 2025, BHG reported $1.2 billion in gross revenues, net of substitution and prepayment losses of $554.9 million, compared to $931.9 million in gross revenues, net of substitution and prepayment losses of $403.4 million, for the year ended December 31, 2024. Earnings from BHG are likely to fluctuate from period-to-period. Approximately $537.1 million, or 45.2%, of BHG's revenues for the year ended December 31, 2025 related to gains on the sale of commercial and consumer loans compared to $345.4 million, or 37.1%, for the year ended December 31, 2024. These loans have typically been sold by BHG with no recourse to a network of community banks and other financial institutions at a premium to the par value of the loan, although the purchaser may access a BHG cash reserve account of up to 3% of the loan balance to support loan payments. BHG retains no servicing or other responsibilities related to the loan once sold. As a result, this gain on sale premium represents BHG's compensation for absorbing the costs to facilitate the loan's origination as well as marketing expenses associated with maintaining its business model. During the years ended December 31, 2025 and 2024, BHG sold loans to its network of community banks and other financial institutions totaling $6.1 billion and $3.3 billion, respectively. At December 31, 2025 and 2024, there were $8.3 billion and $7.5 billion, respectively, of these loans previously sold by BHG that were being actively serviced by the purchasers. BHG, at its sole option, may also provide purchasers of these loans the ability to substitute the acquired loan with another more recently-issued loan held by BHG should the previously-acquired loan become at least 90-days past due as to its monthly payments or the borrower prepays the loan. As a result, BHG maintained a liability as of December 31, 2025 and 2024 of $708.8 million and $530.5 million, respectively, that represents an estimate of the future losses for the outstanding previously sold loan portfolio that may be subject to future substitution due to payment default or prepayment. This liability represents 8.6% and 7.1%, respectively, of loans previously sold by BHG that remain outstanding as of December 31, 2025 and 2024, respectively. The change in the dollar amount of this liability and the percentage of this liability to core product loans sold by BHG that remained outstanding for the year ended December 31, 2025 compared to the year ended December 31, 2024 was principally the result of an increase in the amount of loans sold by BHG to financial institutions that remained outstanding, BHG's historical loss experience with these loans and changes in BHG management's estimate of future substitution losses and prepayment losses.

In addition to loans that BHG sells into its auction market or to other purchasers, at December 31, 2025, BHG reported balance sheet loans totaling $3.5 billion compared to $3.1 billion as of December 31, 2024. A portion of these loans do not qualify for sale accounting and accordingly an offsetting secured borrowing liability has been recorded. At December 31, 2025 and 2024, BHG had $2.5 billion and $2.1 billion, respectively, of secured borrowings associated with loans held for investment. At December 31, 2025 and 2024, BHG reported an allowance for credit losses totaling $376.1 million and $240.3 million, respectively, with respect to the loans on its balance sheet. The increase in allowance for credit losses for the year ended December 31, 2025 compared to the year ended December 31, 2024 was principally the result of projected changes in macroeconomic conditions and qualitative factors incorporated into BHG's allowance for credit losses model. BHG adopted CECL on October 1, 2023. Upon adoption of CECL, BHG's balance for the allowance for credit losses increased by $95.2 million through retained earnings. Pinnacle Bank recorded its proportionate share of the impact of BHG's CECL adoption by recording a $35.0 million entry to reduce retained earnings, net of deferred taxes, with corresponding entries to the equity method investment in BHG and deferred taxes. Prior to October 1, 2023, BHG recorded its allowance for loan losses under the incurred loss method. Interest income and fees associated with these on-balance sheet loans amounted to $567.9 million and $521.2 million for the years ended December 31, 2025 and 2024, respectively.

Pinnacle Bank has a participating interest in a $525.0 million revolving line of credit for the benefit of BHG in the amount of $125.0 million. At December 31, 2025, there was $52.9 million in outstanding balance on the line related to Pinnacle Bank's interest in the line. The line accrues interest at SOFR plus 175 basis points and is secured by all assets of BHG. The credit agreement contains covenants requiring BHG to maintain certain financial ratios and satisfy certain other affirmative and negative covenants. At December 31, 2025, neither BHG nor the originating bank had represented to Pinnacle Bank that BHG was not in compliance, in all material respects, with these covenants. BHG additionally entered into a revolving line of credit with Pinnacle Bank in the amount of $50.0 million with no outstanding balance at December 31, 2025. The line accrues interest at SOFR plus 275 basis points and is unsecured. The credit agreement related to this line of credit contains covenants requiring BHG to maintain certain financial ratios and satisfy certain other affirmative and negative covenants. At December 31, 2025, BHG had not represented to Pinnacle Bank that BHG was not in compliance, in all material respects, with these covenants.

Included in other noninterest income are interchange and other consumer fees, gains from bank-owned life insurance, swap fees earned for the facilitation of derivative transactions for our clients, Small Business Administration (SBA) loan sales, gains or losses on other equity investments and other noninterest income items. Interchange revenues increased 6.5% during the year ended December 31, 2025 as compared to the same period in 2024 due primarily to increased commercial and merchant card volumes. Other noninterest income also included changes in the cash surrender value of BOLI which was $45.5 million for the year ended December 31, 2025 compared to $39.7 million for the year ended December 31, 2024. The assets that support these policies are administered by the life insurance carriers and the income we recognize (i.e., increases or decreases in the cash surrender value of the policies) on these policies is dependent upon the crediting rates applied by the insurance carriers, which are subject to change at the discretion of the carriers, subject to any applicable floors. Earnings on these policies generally are not taxable. During 2025, we purchased an

61

additional $150 million of bank owned life insurance which increased the cash surrender value of our BOLI policies. Loan swap fees increased 8.9% during the year ended December 31, 2025 when compared to 2024. SBA loan sales are also included in other noninterest income and fluctuate based on the current market conditions which is reflected in the decrease in such sales in 2025 as compared to 2024. Additionally, the carrying values of other equity investments are adjusted either upwards or downwards from the transaction price to reflect expected exit values as evidenced by financing and sale transactions with third parties, or when determination of a valuation adjustment is confirmed through financial reports provided by the portfolio managers of the investment. Income related to these investments decreased $5.7 million during 2025 to $11.4 million when compared to 2024. The decrease in 2025 as compared to 2024 is the result of decreased earnings from solar investments during the year ended December 31, 2025 offset in part by certain of our venture fund investments experiencing increased valuations in their underlying portfolios during the same period. The other components of other noninterest income decreased $12.2 million in 2025 when compared to 2024. The change in both periods is primarily the result of recognition during the first quarter of 2024 of an $11.8 million mortgage servicing right associated with our Freddie Mac Small Business Loan platform.

Noninterest Expense. The following is our noninterest expense for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Years ended

December 31,

2025 - 2024

Percent

Increase (Decrease)

Year ended

December 31,

2024 - 2023

Percent

Increase (Decrease)

2025

2024

2023

Noninterest expense:

Salaries and employee benefits:

Salaries

$

413,757 

$

372,004 

11.2 

%

$

333,701 

11.5 

%

Commissions

44,509 

34,821 

27.8 

%

27,550 

26.4 

%

Cash and equity incentives

158,437 

122,306 

29.5 

%

86,858 

40.8 

%

Employee benefits and other

104,728 

91,900 

14.0 

%

83,719 

9.8 

%

Total salaries and employee benefits

721,431 

621,031 

16.2 

%

531,828 

16.8 

%

Equipment and occupancy

195,300 

166,002 

17.6 

%

138,980 

19.4 

%

Other real estate expense, net

687 

220 

100.0%

315 

(30.2)

%

Marketing and business development

37,351 

26,668 

40.1 

%

23,914 

11.5 

%

Postage and supplies

13,232 

12,049 

9.8 

%

11,143 

8.1 

%

Amortization of intangibles

5,608 

6,254 

(10.3)

%

7,090 

(11.8)

%

Merger related expense

21,666 

— 

100.0 

%

— 

— 

%

Other noninterest expense:

Deposit related expenses

61,225 

68,901 

(11.1)

%

78,757 

(12.5)

%

Lending related expenses

67,599 

60,598 

11.6 

%

50,109 

20.9 

%

Wealth management related expenses

4,262 

3,465 

23.0 

%

2,934 

18.1 

%

Audit, exam and insurance expense

12,286 

11,194 

9.8 

%

10,887 

2.8 

%

Prepayment penalties

— 

27,570 

(100.0)

%

— 

100.0 

%

Administrative and other expenses

27,081 

31,018 

(12.7)

%

31,812 

(2.5)

%

Total other noninterest expense

172,453 

202,746 

(14.9)

%

174,499 

16.2 

%

Total noninterest expense

$

1,167,728 

$

1,034,970 

12.8 

%

$

887,769 

16.6 

%

Noninterest expense for 2025 compared to 2024 increased by $132.8 million, or 12.8%. Impacting noninterest expense for the year ended December 31, 2025 as compared to 2024 was a $100.4 million, or 16.2%, increase in salaries and employee benefits, including cash and equity incentives, a $29.3 million, or 17.6%, increase in equipment and occupancy expenses, a $10.7 million, or 40.1%, increase in marketing and business development expenses. We also incurred $21.7 million in merger-related expense in 2025 associated with the Merger and increased lending-related expenses associated with the loss protection fee for the credit default swap which was entered into in the second quarter of 2024. Increases in certain noninterest expense categories were offset, in part, by reduced deposit-related expenses in 2025 associated with the updated guidance from the FDIC regarding a special assessment which was the result of certain bank failures in the first half of 2023. Our recognition in 2024 of a $27.6 million prepayment penalty related to terminating an agreement to resell securities previously purchased also positively impacted the year-over-year change in noninterest expenses between 2024 and 2025.

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The increase in total salaries and employee benefits expense in 2025 over 2024 was primarily the result of an increase in our associate base to 3,709.0 full-time equivalent team members at December 31, 2025 from 3,565.5 at December 31, 2024 as well as annual merit increases awarded in the first quarter of each respective year. Also contributing to total salaries and employee benefits in each period were cash and equity incentives, which were $158.4 million in 2025 compared to $122.3 million in 2024. The increase in 2025 as compared to 2024 is due to our achievement of a higher payout percentage for our annual cash incentive plan and achievement of maximum payout for our performance-based equity incentives in 2025 as compared to 2024.

Commissions expense represents compensation paid to our wealth management lines of business including investment services, trust, insurance and capital markets. Commissions expense for the year ended December 31, 2025 was 27.8% greater than in 2024. The increase in 2025 as compared to 2024 is primarily related to growth in our investment portfolio commissions as a result of increased activity in our wealth management lines of business and an increase in the number of wealth management team members, a significant number of whom are located in our newer markets. Commissions expense incurred related to the production of residential mortgages is recorded net of the related mortgage revenues.

We believe that cash and equity incentives are a valuable tool in motivating an associate base that is focused on providing our clients effective financial advice and increasing shareholder value. As a result, and unlike many other financial institutions, all of our bank's non-commissioned team members participated in our annual cash incentive plan in 2025 and 2024 with a minimum targeted bonus equal to 10% of each associate's annual salary, and nearly all of our bank's team members participated in our equity compensation plans in 2025 and 2024. Under the 2025 annual cash incentive plan, the targeted level of incentive payments required 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 are increased or decreased. Historically, we have paid between 0% and 125% of our targeted incentives. For each of 2024 and 2025, maximum payouts under the plan could have reached approximately 125% of target.

Cash incentives for 2025 totaled $114.8 million compared to $81.4 million in 2024. The increase in 2025 when compared to 2024 was the result of payouts under our annual cash incentive plan equaling 125% of target in 2025 compared to 98% of target in 2024.

Also included in cash and equity incentives for the years ended December 31, 2025 and 2024 were approximately $19.2 million and $18.1 million, respectively, of compensation expenses related to equity-based restricted share awards and approximately $24.4 million and $22.8 million, respectively, of compensation expenses related to equity-based restricted share units with either time-based or performance-based vesting criteria. We have not issued stock options since 2008. Under our equity incentive plans, we have historically provided a broad-based equity incentive program for nearly all of our bank's team members, a significant portion of which has been performance-based for our senior executive officers.

Our compensation expense associated with performance-based vesting equity awards increased for the year ended December 31, 2025 when compared to 2024 due to our performance relative to peers during the comparable periods. In each of the years ended December 31, 2025 and 2024, we granted performance-based vesting equity awards with performance metrics tied to peer relative performance for return on average tangible common equity and tangible book value per share accretion, together with a total shareholder return ("TSR") modifier in the case of awards for our most senior executives, in each case over a three-year performance period.

Our compensation expense associated with equity awards with time-based vesting criteria increased $1.0 million during 2025 when compared to 2024. The change in this balance is a product of the change in the number of team members during the respective periods, which directly increases the number of equity grants given to team members during the respective periods as well as the grant date fair value of these equity grants.

Employee benefits and other expenses include costs associated with our 401k plan, health insurance, payroll taxes and contract labor. These expenses increased by $12.8 million, or 14.0%, in 2025 when compared to 2024. This increase reflects the increase in our associate base between the respective periods, and in the case of our health insurance costs, increases in the premiums we paid for this coverage in 2025 compared to 2024 premium levels.

Our operating lease commitments are primarily related to our branch and headquarters facilities. At December 31, 2025, our total minimum operating lease commitment was $492.6 million. Equipment and occupancy expense for the year ended December 31, 2025 was 17.6% greater than in 2024. Impacting equipment and occupancy expense, in part, in 2025 as compared to 2024 was the overall growth in our infrastructure, construction and operation of 13 additional locations throughout our footprint since January 1, 2024, the relocation of our headquarters to a new location in downtown Nashville during the first quarter of 2025 as well as the implementation of new technology across the firm during the period. Additionally impacting both periods were rent escalators on various properties.

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Other real estate expense for the year ended December 31, 2025 was $687,000 compared to $220,000 in 2024. The changes in the balance in 2025 as compared to 2024 were the result of ordinary business expenses associated with maintenance of the properties and costs associated with marketing and selling properties.

Marketing and business development expense was $37.4 million for the year ended December 31, 2025, or 40.1%, greater than in 2024. The primary driver of the increase in marketing and business development costs in 2025 compared to 2024 was our partnership with The Pinnacle, one of Nashville's newest live music venues, which opened in March 2025. The rise in the period is also the result of increases in both client and associate engagement expenses due to our increased headcount and market extensions.

Noninterest expense related to the amortization of intangibles was $5.6 million for the year ended December 31, 2025 compared to $6.3 million for the year ended December 31, 2024. At December 31, 2025, we had $4.9 million in core deposit intangible and $8.4 million in book of business intangible assets remaining, net of amortization. These assets are being amortized on an accelerated basis which reflects the anticipated life of the underlying intangible assets.

Merger-related expenses for the year ended December 31, 2025 were $21.7 million, and include costs associated with the Merger with Synovus.

Total other noninterest expenses decreased by $30.3 million, or 14.9%, to $172.5 million during 2025 compared to 2024. Included in other noninterest expenses are deposit and lending related expenses, investment and trust sales expenses, audit, exam and insurance expense, prepayment penalties and administrative and other expenses. Deposit-related expenses were $61.2 million during 2025 compared to $68.9 million during 2024. The largest contributor to the change in deposit-related expenses from 2024 to 2025 was related to the FDIC special assessment which was originally assessed in the fourth quarter of 2023 as a result of the bank failures which occurred in the first half of 2023. During 2025, the FDIC updated its guidance regarding the assessment. Based on the revised guidance, we updated the accrual of the FDIC special assessment and reduced deposit-related expense by $7.5 million. Offsetting the decreased FDIC assessment costs during 2025 when compared to 2024 were increases in costs associated with our specialty deposit programs. Lending-related expenses increased $7.0 million during 2025 compared to 2024. The increase between the two periods was attributable to the loss protection fees of $6.4 million during 2025 and $3.8 million during 2024 associated with a credit default swap which we entered into in the second quarter of 2024. Audit, exam and insurance expense is comprised of the fees associated with ongoing audit and regulatory exams of our operations as well as the cost of our corporate insurance. Our audit, exam and insurance expense in 2025 increased when compared to 2024 due to the overall increase in the size of our company and the needs to support its growth. Also included in other noninterest expense in 2024 were $27.6 million in prepayment penalties incurred in the second quarter of 2024 to terminate an agreement to resell $500.0 million of securities we had previously purchased. We did not incur similar prepayment penalties in 2025. Administrative and other expenses declined $3.9 million, or 12.7%, during 2025 when compared to 2024 due to changes in consultant fees, contributions, state franchise taxes and other miscellaneous expense items.

Our efficiency ratio (the ratio of noninterest expense to the sum of net interest income and noninterest income) was 56.8% and 59.6% for the years ended December 31, 2025 and 2024, respectively. The efficiency ratio measures the amount of expense that is incurred to generate a dollar of revenue. The efficiency ratio for the year ended December 31, 2025 compared to the same period in 2024 was both positively and negatively impacted by the changes to net interest income, noninterest income and noninterest expense discussed above. Fully-diluted net income per common share was $8.07 for 2025 compared to $5.96 for 2024.

Income Taxes. During the year ended December 31, 2025, we recorded income tax expense of $138.0 million compared to $106.2 million in 2024. Our effective income tax rate was 17.7% and 18.3%, respectively, for the years ended December 31, 2025 and 2024. The decrease in the effective income tax rate in 2025 as compared to 2024 is primarily due to a reduction in state income tax expense and an increase in federal tax credits partially offset by non-deductible merger-related expenses associated with the Merger with Synovus. Our effective tax rate differs from the combined federal and state income tax statutory rate in effect of 25.00% for each of 2025 and 2024, primarily due to our investments in bank-qualified municipal securities, tax benefits from our real estate investment trust and municipal investment subsidiaries, participation in Tennessee's Community Investment Tax Credit program, tax benefits associated with share-based compensation and bank-owned life insurance, offset in part by the limitation on deductibility of meals and entertainment expense, non-deductible FDIC insurance premiums and non-deductible executive compensation. Our tax rate in each period was impacted by the vesting and exercise of equity-based awards previously granted under our equity-based compensation program, resulting in a tax benefit of $3.8 million and $2.8 million, respectively, for the years ended December 31, 2025 and 2024, respectively.

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Financial Condition

Our consolidated balance sheet at December 31, 2025 reflects an increase of $3.7 billion in outstanding loans to $39.2 billion and an increase of $4.6 billion in total deposits to $47.4 billion from December 31, 2024. Total assets were $57.7 billion at December 31, 2025 as compared to $52.6 billion at December 31, 2024.

Loans. The composition of loans at December 31 for each of the past three years and the percentage (%) of each segment to total loans is summarized as follows (dollars in thousands):

2025

2024

2023

Amount

Percent

Amount

Percent

Amount

Percent

Commercial real estate:

Owner-occupied

$

5,215,810

13.3 

%

$

4,388,531

12.4 

%

$

4,044,896

12.4 

%

Non-owner occupied

8,141,316

20.8 

%

8,130,118

22.9 

%

7,535,494

23.1 

%

Consumer real estate - mortgage

5,518,618

14.1 

%

4,914,482

13.9 

%

4,851,531

14.8 

%

Construction and land development

3,241,266

8.3 

%

3,699,321

10.4 

%

4,041,081

12.4 

%

Commercial and industrial

16,365,200

41.8 

%

13,815,817

38.9 

%

11,666,691

35.7 

%

Consumer and other

671,792

1.7 

%

537,507

1.5 

%

536,398

1.6 

%

Total loans

$

39,154,002 

100.0 

%

$

35,485,776 

100.0 

%

1

$

32,676,091 

100.0 

%

At December 31, 2025, our loan portfolio composition had changed modestly from the composition at December 31, 2024 with commercial real estate and commercial and industrial lending generally continuing to make up the largest segments of our portfolio. At December 31, 2025, approximately 39.0% of the outstanding principal balance of our commercial real estate loans was secured by owner-occupied commercial real estate properties compared to 35.1% at December 31, 2024. Owner-occupied commercial real estate is similar in many ways to our commercial and industrial lending in that these loans are generally made to businesses on the basis of the cash flows of the business rather than on the valuation of the real estate.

The following table presents the maturity distribution of our loan portfolio by loan segment at December 31, 2025 according to contractual maturities of (1) one year or less, (2) after one but within five years, (3) after five but within fifteen years and (4) after fifteen years. The table also presents the portion of loans by loan segment that have fixed interest rates or variable interest rates that fluctuate over the life of the loans in accordance with changes in an interest rate index (dollars in thousands):

Due in one year or less

After one but within five years

After five but within fifteen years

After fifteen years

Total

Commercial real estate:

Owner-occupied

$

429,734 

$

2,932,727 

$

1,342,792 

$

510,557 

$

5,215,810 

Non-owner occupied

2,938,921 

4,549,069 

540,674 

112,652 

8,141,316 

Consumer real estate - mortgage

145,832 

539,623 

355,474 

4,477,689 

5,518,618 

Construction and land development

1,174,664 

1,758,866 

196,476 

111,260 

3,241,266 

Commercial and industrial

3,786,806 

9,607,541 

2,462,429 

508,424 

16,365,200 

Consumer and other

243,404 

349,157 

77,873 

1,358 

671,792 

Total loans

$

8,719,361 

$

19,736,983 

$

4,975,718 

$

5,721,940 

$

39,154,002 

Loans with fixed interest rates:

Commercial real estate:

Owner-occupied

$

263,100 

$

1,462,961 

$

567,070 

$

218,857 

$

2,511,988 

Non-owner occupied

710,385 

2,250,078 

164,841 

40,091 

3,165,395 

Consumer real estate - mortgage

88,947 

299,549 

56,863 

1,962,238 

2,407,597 

Construction and land development

92,033 

219,022 

54,731 

47,554 

413,340 

Commercial and industrial

1,403,533 

3,201,213 

1,330,157 

392,898 

6,327,801 

Consumer and other

114,253 

147,837 

75,981 

1,289 

339,360 

Total loans

$

2,672,251 

$

7,580,660 

$

2,249,643 

$

2,662,927 

$

15,165,481 

65

Due in one year or less

After one but within five years

After five but within fifteen years

After fifteen years

Total

Loans with variable interest rates:

Commercial real estate:

Owner-occupied

$

166,634 

$

1,469,766 

$

775,722 

$

291,700 

$

2,703,822 

Non-owner occupied

2,228,536 

2,298,991 

375,833 

72,561 

4,975,921 

Consumer real estate - mortgage

56,885 

240,074 

298,611 

2,515,451 

3,111,021 

Construction and land development

1,082,631 

1,539,844 

141,745 

63,706 

2,827,926 

Commercial and industrial

2,383,273 

6,406,328 

1,132,272 

115,526 

10,037,399 

Consumer and other

129,151 

201,320 

1,892 

69 

332,432 

Total loans

$

6,047,110 

$

12,156,323 

$

2,726,075 

$

3,059,013 

$

23,988,521 

The above information does not consider the impact of scheduled principal payments. Variable rate loans totaling $876.7 million at their contractual floor or ceiling rate at December 31, 2025 are presented as fixed interest rate loans in the table above.

Loan Origination Risk Management. We maintain lending policies and procedures designed to maximize lending opportunities within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loans in our portfolio, loan quality, concentrations of credit, loan delinquencies and non-performing loans. Diversification in the loan portfolio is measured and monitored as a means of managing risk associated with fluctuations in economic conditions.

Underwriting standards are designed to promote relationship banking rather than transactional banking. Management examines current and projected cash flows to determine the expected ability of a borrower to repay its obligations as agreed. Commercial and industrial loans are primarily underwritten based on the identified cash flows of the borrower and generally are collateralized by business assets and may have a personal guaranty of business principals. Collateral pledged may include the assets being financed or other assets such as accounts receivable, inventory or equipment. Some loans may be advanced on an unsecured basis.

Commercial real estate-mortgage loans are subject to underwriting standards and processes similar to commercial and industrial loans. These loans are viewed primarily as cash flow loans and are underwritten based on the ability of the property (in the case of income producing property), or the borrower's business (if owner-occupied) to generate sufficient cash flow to amortize the debt. Secondary emphasis is placed upon collateral value and the financial strength of guarantors, if any. Commercial real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. As detailed in the discussion of real estate loans below, the properties securing our commercial real estate portfolio generally are diverse in terms of type and industry and we measure and monitor concentrations regularly. We believe this diversity helps reduce our exposure to adverse economic events that affect any single industry or type of real estate product. Management monitors and evaluates commercial real estate loans based on cash flow, collateral, geography and risk grade criteria. We also utilize third-party experts to provide insight and guidance about economic conditions and trends affecting market areas we serve.

Construction loans are underwritten utilizing independent appraisals, sensitivity analysis of absorption and lease rates, financial analysis of the developers and property owners, and expectations of the permanent mortgage market, among other items. Construction loans are generally based upon estimates of costs and appraised value associated with the completed project, which may be inaccurate. Construction loans involve the disbursement of funds during construction with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be sales of developed property, refinancing in the permanent mortgage market or an interim loan commitment from us until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans because their ultimate repayment depends on the satisfactory completion of construction and is sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.

We also originate consumer loans, including consumer real-estate loans, where we typically use a computer-based credit scoring analysis to supplement the underwriting process. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed, jointly by line and staff personnel. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, seeks to minimize risk. Additionally, trend and outlook reports are reviewed by management on a regular basis. Underwriting standards for home equity loans are heavily influenced by statutory requirements.

We also maintain an independent loan review department that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management and the risk committee of our board of directors. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as our policies and procedures.

66

Lending Concentrations. We periodically analyze our loan portfolio to determine if a concentration of credit risk exists to any one or more industries. We use broadly accepted industry classification systems in order to classify borrowers into various industry classifications. We have a credit exposure (loans outstanding plus unfunded commitments) exceeding 25% of Pinnacle Bank's total risk-based capital to borrowers in the following industries at December 31, 2025 and 2024 (in thousands):

At December 31, 2025

Outstanding Principal Balances

Unfunded Commitments

Total exposure

Total Exposure at December 31, 2024

Lessors of nonresidential buildings

$

4,587,217 

$

1,835,148 

$

6,422,365 

$

5,439,776 

Lessors of residential buildings

2,013,114 

525,407 

2,538,521 

2,871,227 

New housing for-sale builders

534,901 

874,721 

1,409,622 

1,394,494 

Music publishers

948,949 

646,021 

1,594,970 

1,114,105 

Banking regulations have established guidelines for the construction and land development ratio of less than 100% of total risk-based capital and for the non-owner occupied ratio of less than 300%. Should a bank’s ratios be in excess of these guidelines, banking regulations generally require an increased level of monitoring in these lending areas by bank management. Both ratios are calculated by dividing certain types of loan balances for each of the two categories by Pinnacle Bank’s total risk-based capital. At December 31, 2025 and 2024, Pinnacle Bank’s construction and land development loans as a percentage of total risk-based capital were 57.7% and 70.5%, respectively. Non-owner occupied commercial real estate and multifamily loans (including construction and development loans) were 221.1% and 242.2% of total risk-based capital at December 31, 2025 and 2024, respectively. At December 31, 2025, we had targeted a non-owner occupied commercial real estate, multifamily and construction and land development loans to total risk-based capital ratio of less than 225% and construction and land development loans to total risk-based capital ratio of less than 70%. At December 31, 2025, Pinnacle Bank believed it had established appropriate controls to monitor and regulate its lending in these areas as it aimed to keep the level of these loans to below the 100% and 300% thresholds.

Loans in Past Due Status. The following table is a summary of our loans that were past due at least 30 days but less than 89 days and 90 days or more past due as of December 31, 2025 and 2024 (dollars in thousands):

December 31, 2025

December 31, 2024

Loans past due 30 to 89 days:

Commercial real estate:

Owner occupied

$

3,434 

$

10,583 

Non-owner occupied

34,951 

1,217 

Consumer real estate – mortgage

28,028 

21,607 

Construction and land development

1,597 

125 

Commercial and industrial

21,615 

24,507 

Consumer and other

3,517 

4,092 

Total loans past due 30 to 89 days

$

93,142 

$

62,131 

Loans past due 90 days or more:

Commercial real estate:

Owner occupied

$

8,418 

$

10,089 

Non-owner occupied

9,908 

39,469 

Consumer real estate – mortgage

16,765 

20,615 

Construction and land development

1,704 

1,541 

Commercial and industrial

27,263 

31,077 

Consumer and other

916 

1,160 

Total loans past due 90 days or more

$

64,974 

$

103,951 

Ratios:

Loans past due 30 to 89 days as a percentage of total loans

0.24 

%

0.18 

%

Loans past due 90 days or more as a percentage of total loans

0.16 

%

0.29 

%

Total loans in past due status as a percentage of total loans

0.40 

%

0.47 

%

67

Potential Problem Loans. Potential problem loans amounted to approximately $44.6 million, or 0.1% of total loans outstanding at December 31, 2025, compared to $46.9 million, or 0.1% of total loans outstanding at December 31, 2024. Potential problem loans, which are not included in nonperforming loans, represent those loans with a well-defined weakness and where information about possible credit problems of borrowers has caused management to have doubts about the borrower's ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by Pinnacle Bank's primary regulators for loans classified as substandard or worse, but not considered nonperforming loans. Potential problem loans totaling $135,000 were past due at least 30 but less than 90 days as of December 31, 2025.

Non-Performing Assets and Modified Loans. At December 31, 2025, we had $141.5 million in nonperforming assets compared to $149.1 million at December 31, 2024. Included in nonperforming assets were $133.4 million in nonaccruing loans and $8.1 million in other real estate owned and other nonperforming assets at December 31, 2025 and $147.8 million in nonaccruing loans and $1.3 million in other real estate owned and other nonperforming assets at December 31, 2024. At December 31, 2025, there were $65.2 million of modified loans to borrowers experiencing financial difficulty, of which $11.6 million were accruing as of the modification date and remain on accrual status.

At December 31, 2025, all nonaccruing loans were reassigned to a special assets officer who was not responsible for originating the loan. The special assets officer is responsible for developing an action plan designed to minimize our future losses. Typically, these special assets officers review our loan files, interview prior officers assigned to the relationship, meet with borrowers, inspect collateral, reappraise collateral and/or consult with legal counsel. The special assets officer then recommends an action plan to a committee of senior team members including lenders and workout specialists, which could include foreclosing on collateral, restructuring the loan, issuing demand letters or other actions. We discontinue the accrual of interest income when (1) there is a significant deterioration in the financial condition of the borrower and full repayment of principal and interest is not expected or (2) the principal or interest is more than 90 days past due, unless the loan is both well-secured and in the process of collection. During 2025 and 2024, we recognized no interest income related to nonaccruing loans. At December 31, 2025 and 2024, our allowance for credit losses as a percentage of nonaccruing loans totaled 331.1% and 280.4%, respectively.

Allowance for Credit Losses on Loans (allowance). The current expected credit losses ("CECL") methodology requires us to estimate

all expected credit losses over the remaining life of our loan portfolio. Accordingly, the allowance for credit losses on loans represents an amount that, in management's evaluation, is adequate as of the determination date to provide coverage for all expected future credit losses on outstanding loans. As of December 31, 2025 and 2024, our allowance for credit losses on loans was $441.5 million and $414.5 million, respectively, which our management deemed to be adequate at each of the respective dates. Our allowance for credit losses as a percentage of total loans was 1.13% at December 31, 2025 compared to 1.17% at December 31, 2024. The decline in the ratio of our allowance for credit losses to total loans between December 31, 2024 and 2025 was largely the result of a reduction in specific reserves associated with certain loans due to charge-offs, improvement in the financial condition of the borrowers or payoff of a portion of or, in certain cases, the full, outstanding balances of the related loans.

At December 31, 2025, our CECL models relied largely on recent historical and projected future macroeconomic conditions to estimate future credit losses. Macroeconomic factors used in the model include the unadjusted and seasonally adjusted national unemployment rate, GDP, commercial property price index, consumer credit, commercial real estate price index, household debt ratio, household financial obligations ratio and certain home price indices. Projections of these macroeconomic factors, obtained from an independent third party, are utilized to predict quarterly rates of default.

Under the CECL methodology, the allowance for credit losses 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. Losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable period losses are reverted to long term historical averages. At December 31, 2025, a reasonable and supportable period of fifteen months was utilized for all loan segments followed by a twelve month straight line reversion period to long term averages.

68

The following table sets forth, based on management's estimate, the allocation of the allowance for credit losses on loans to categories of loans, loan balances by category, the percentage of loans in each category to total loans and allowance for credit losses as a percentage of total loans within each loan category as of December 31 for each of the past two years (in thousands):

At December 31,

2025

2024

Balance at end of period applicable to:

Allowance Allocated ($)

Total Loans ($)

Allowance to Total Loans (%)

Loans to Total Loans (%)

Allowance Allocated ($)

Total Loans ($)

Allowance to Total Loans (%)

Loans to Total Loans (%)

Commercial real estate:

Owner-occupied

$

42,306 

$

5,215,810

0.81 

%

13.3 

%

$

36,997 

$

4,388,531

0.84 

%

12.4 

%

Non-owner occupied

63,636 

8,141,316

0.78 

%

20.8 

%

80,654 

8,130,118

0.99 

%

22.9 

%

Consumer real estate – mortgage

88,194 

5,518,618

1.60 

%

14.1 

%

80,042 

4,914,482

1.63 

%

13.9 

%

Construction and land development

35,666 

3,241,266

1.10 

%

8.3 

%

33,620 

3,699,321

0.91 

%

10.4 

%

Commercial and industrial

200,037 

16,365,200

1.22 

%

41.8 

%

174,799 

13,815,817

1.27 

%

38.9 

%

Consumer and other

11,701 

671,792

1.74 

%

1.7 

%

8,382 

537,507

1.56 

%

1.5 

%

Total

$

441,540 

$

39,154,002 

1.13 

%

100.0 

%

$

414,494 

$

35,485,776 

1.17 

%

100.0 

%

The following table presents information related to credit losses on loans by loan segment for each of the years in the three-year period ended December 31, 2025 (in thousands):

Provision for

credit losses

Net (charge-offs) recoveries

Average loans (1)

Ratio of net (charge-offs) recoveries to average loans

For the year ended December 31, 2025:

Commercial real estate:

Owner occupied

$

5,856 

$

(547)

$

4,720,690 

(0.01)

%

Non-owner occupied

167 

(17,185)

8,290,042 

(0.21)

%

Consumer real estate - mortgage

9,394 

(1,242)

5,170,931 

(0.02)

%

Construction and land development

2,424 

(378)

3,403,640 

(0.01)

%

Commercial and industrial

77,262 

(52,024)

15,055,324 

(0.35)

%

Consumer and other

8,471 

(5,152)

529,765 

(0.97)

%

Total loans

$

103,574 

$

(76,528)

$

37,170,392 

(0.21)

%

For the year ended December 31, 2024:

Commercial real estate:

Owner occupied

$

14,734 

$

(9,242)

$

4,148,383 

(0.22)

%

Non-owner occupied

35,597 

(12,630)

8,025,805 

(0.16)

%

Consumer real estate - mortgage

8,176 

(31)

4,859,901 

— 

%

Construction and land development

(5,521)

(1)

3,720,471 

— 

%

Commercial and industrial

65,542 

(49,712)

12,534,846 

(0.40)

%

Consumer and other

7,061 

(6,649)

466,804 

(1.42)

%

Total loans

$

125,589 

$

(78,265)

$

33,756,210 

(0.23)

%

For the year ended December 31, 2023:

Commercial real estate:

Owner occupied

$

1,997 

$

76 

$

3,799,201 

— 

%

Non-owner occupied

15,576 

1,632 

7,123,135 

0.02 

%

Consumer real estate - mortgage

33,587 

1,231 

4,654,130 

0.03 

%

Construction and land development

2,693 

335 

3,918,539 

0.01 

%

Commercial and industrial

48,845 

(44,986)

11,034,560 

(0.41)

%

Consumer and other

(1,702)

(6,894)

486,834 

(1.42)

%

Total loans

$

100,996 

$

(48,606)

$

31,016,399 

(0.16)

%

(1) Average loan balances exclude consumer and commercial loans held for sale.

69

Pinnacle Financial's management assesses the adequacy of the allowance for credit losses on loans on a quarterly basis. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management's evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrowers' ability to repay the loan (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The allowance is increased by provisions charged to expense and decreased by charge-offs, net of recoveries of amounts previously charged-off.

Based upon our evaluation of the loan portfolio, we believe the allowance for credit losses on loans to be adequate to absorb our estimate of expected future credit losses on loans outstanding at December 31, 2025. While our policies and procedures used to estimate the allowance for credit losses as well as the resultant provision for credit losses charged to operations are considered adequate by management, they are necessarily approximate and imprecise. There are factors beyond our control, such as conditions in the local and national economy, local real estate market or a particular industry or borrower which may negatively impact, materially, our asset quality and the adequacy of our allowance for credit losses and, thus, the resulting provision for credit losses.

Investments. Our investment portfolio, consisting primarily of U.S. treasury securities, Federal agency bonds, state and municipal securities and mortgage-backed securities, amounted to $9.2 billion and $8.4 billion at December 31, 2025 and 2024, respectively. Our investment securities to asset ratio was 15.9% at both December 31, 2025 and 2024, respectively. Our investment portfolio serves many purposes including serving as a stable source of income, collateral for public funds and as a potential liquidity source. During 2025, we sold $271.4 million of investment securities for a net pre-tax loss of $16.6 million compared to $898.9 million of investment securities sold in 2024 for a net pre-tax loss of $71.9 million during 2024. These sales were implemented as part of our efforts to reposition our investment portfolio in an effort to enhance future earnings potential and to provide our balance sheet more protection from the then anticipated rate environment in each respective period.

During the years ended December 31, 2022, 2020 and 2018, we transferred, at fair value, $1.1 billion, $873.6 million and $179.8 million, respectively, of securities from the available-for-sale portfolio to the held-to-maturity portfolio to mitigate the impact of changes in fair value on our common tangible book equity. The related net unrealized after tax losses of $1.5 million, gains of $69.0 million and losses of $2.2 million, respectively, on such transferred securities remained in accumulated other comprehensive income (loss) at December 31, 2025 and 2024 and will be amortized over the remaining life of the securities, offsetting the related amortization of discount on the transferred securities. No gains or losses were recognized at the time of transfer.

A summary of certain aspects of our investment portfolio at December 31, 2025 and 2024 follows:

December 31,

2025

2024

Weighted average life

9.98 years

11.03 years

Effective duration (*)

2.02 

%

2.11 

%

Tax equivalent yield

4.21 

%

4.27 

%

(*) The metric is presented net of fair value hedges tied to certain investment portfolio holdings. The effective duration of the investment portfolio without the fair value hedges as of December 31, 2025 and 2024 was 5.48% and 6.18%, respectively.

The following table shows the carrying value of investment securities according to contractual maturity classifications of (1) one year or less, (2) after one year through five years, (3) after five years through ten years, and (4) after ten years as of December 31, 2025 (in thousands):

U.S. Treasury

securities

U.S. Government

agency securities

Mortgage-backed securities

State and municipal

securities

Asset-backed securities

Corporate notes and other

Totals

Amt.

Yield

Amt.

Yield

Amt.

Yield

Amt.

Yield

Amt.

Yield

Amt.

Yield

Amt.

Yield

At December 31, 2025:

Securities available-for-sale:

Due in one year or less

$

257,860 

3.59 

%

$

— 

0.00 

%

$

— 

0.00 

%

$

— 

0.00 

%

$

— 

0.00 

%

$

— 

0.00 

%

$

257,860 

3.59 

%

Due in one year through five years

417 

3.72 

%

161,049 

1.57 

%

253,272 

3.19 

%

1,966 

3.80 

%

— 

0.00 

%

51,741 

3.59 

%

468,445 

2.67 

%

Due in five years through ten years

— 

0.00 

%

19,672 

2.02 

%

324,481 

2.77 

%

10,911 

3.38 

%

— 

0.00 

%

210,223 

4.00 

%

565,287 

3.19 

%

Due after ten years

1,327,834 

4.27 

%

14,184 

2.24 

%

2,216,307 

4.79 

%

1,695,707 

4.26 

%

— 

0.00 

%

21,059 

6.87 

%

5,275,091 

4.49 

%

$

1,586,111 

4.17 

%

$

194,905 

1.67 

%

$

2,794,060 

4.40 

%

$

1,708,584 

4.26 

%

$

— 

5.40 

%

$

283,023 

4.16 

%

$

6,566,683 

4.21 

%

70

U.S. Treasury

securities

U.S. Government

agency securities

Mortgage-backed securities

State and municipal

securities

Asset-backed securities

Corporate notes and other

Totals

Amt.

Yield

Amt.

Yield

Amt.

Yield

Amt.

Yield

Amt.

Yield

Amt.

Yield

Amt.

Yield

Securities held-to-maturity:

Due in one year or less

$

19,936 

1.23 

%

$

61,886 

1.87 

%

$

— 

0.00 

%

$

— 

0.00 

%

15,875 

3.38 

%

$

— 

0.00 

%

$

97,697 

1.99 

%

Due in one year through five years

— 

0.00 

%

139,303 

2.21 

%

103,377 

2.48 

%

12,364 

1.65 

%

— 

0.00 

%

56,592 

1.77 

%

311,636 

2.20 

%

Due in five years through ten years

— 

0.00 

%

24,653 

3.48 

%

140,312 

3.42 

%

32,853 

2.63 

%

— 

0.00 

%

11,556 

3.50 

%

209,374 

3.31 

%

Due after ten years

— 

0.00 

%

— 

0.00 

%

105,989 

1.79 

%

1,775,295 

2.91 

%

92,240 

2.43 

%

— 

0.00 

%

1,973,524 

2.83 

%

$

19,936 

1.23 

%

$

225,842 

2.25 

%

$

349,678 

2.65 

%

$

1,820,512 

2.90 

%

$

108,115 

2.57 

%

$

68,148 

2.06 

%

$

2,592,231 

2.76 

%

Actual maturities may differ from contractual maturities of mortgage-backed and asset-backed securities because the mortgages or other assets underlying the securities may be called or prepaid with or without penalty.

Yields have been computed using coupon interest, adding discount accretion or subtracting premium amortization, as appropriate, on a ratable basis over the life of each security. Weighted average yield for each maturity range has been computed on a fully taxable-equivalent basis using the amortized cost of each security in that range.

Restricted Cash. Our restricted cash balances totaled approximately $91.2 million and $93.6 million at December 31, 2025 and 2024, respectively. This restricted cash is maintained at other financial institutions primarily as collateral for our derivative portfolio. The decrease in restricted cash is attributable primarily to a decrease in collateral requirements on certain derivative instruments for which the fair value has increased. See Note 15. Derivative Instruments in the Notes to our Consolidated Financial Statements elsewhere in this Form 10-K.

Securities Purchased with Agreement to Resell. At December 31, 2025 and 2024, we had $96.4 million and $66.4 million, respectively, in securities purchased with agreement to resell. This balance is the result of repurchase agreement transactions with financial institution counterparties. During the second quarter of 2024, we terminated an agreement to resell $500.0 million of securities purchased with an agreement to resell to reposition these funds into higher yielding assets. In connection with terminating the agreement, we paid approximately $27.6 million in fees. We initially secured these investments in 2021 to allow us to deploy some of our excess liquidity position into instruments that improved the return on funds in the then historically low interest rate environment. The remaining repurchase agreements are set to mature in 2026.

Deposits and Other Borrowings. We had approximately $47.4 billion of deposits at December 31, 2025 compared to $42.8 billion billion at December 31, 2024. Our deposits consist of noninterest and interest-bearing demand accounts, savings accounts, money market accounts and time deposits. At December 31, 2025 and 2024, we estimate that we had approximately $18.0 billion and $14.0 billion, respectively, in uninsured/uncollateralized deposits, which are the portion of deposit accounts that exceed the FDIC insurance limit. We estimate that we had approximately $3.0 billion and $2.4 billion, respectively, in our uninsured deposits at December 31, 2025 and 2024, respectively, which were collateralized at those dates.

We routinely enter into agreements with certain customers to sell certain of our securities under agreements to repurchase the security the following day. These agreements (which are typically associated with comprehensive treasury management programs for our commercial clients and provide the client with short-term returns for their excess funds) amounted to $316.4 million at December 31, 2025 and $230.2 million at December 31, 2024. Average balances for these repurchase agreements were $275.3 million in 2025 and $219.5 million in 2024. Additionally, at December 31, 2025, we had borrowed $1.8 billion in advances from the Federal Home Loan Bank of Cincinnati (FHLB) compared to $1.9 billion at December 31, 2024. At December 31, 2025, we had an estimated $3.2 billion in additional borrowing capacity with the FHLB; however, incremental borrowings are made via a formal request by us and the subsequent approval by the FHLB.

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Generally, we have classified our funding base as either core funding or non-core funding as shown in the table below. The following table represents the balances of our deposits and other funding and the percentage of each type to the total at December 31, 2025 and 2024 (in thousands):

December 31, 2025

December 31, 2024

Balance

Average Rate

Paid

Percent of

Total Deposits

Balance

Average Rate

Paid

Percent of

Total Deposits

Core funding:

Noninterest-bearing deposit accounts

$

9,046,666 

0.00 

%

18.1 

%

$

8,170,448 

0.00 

%

18.0 

%

Interest-bearing demand accounts

8,834,735 

2.77 

%

17.7 

%

6,557,434 

3.11 

%

14.5 

%

Savings and money market accounts

13,566,622 

2.57 

%

27.2 

%

11,871,478 

3.18 

%

26.2 

%

Time deposit accounts less than $250,000

1,747,297 

3.51 

%

3.5 

%

1,811,134 

4.01 

%

4.0 

%

Reciprocating deposit accounts (1)

7,899,800 

3.49 

%

15.8 

%

8,868,699 

4.27 

%

19.5 

%

Reciprocating CD accounts (1)

832,410 

4.06 

%

1.7 

%

767,711 

4.67 

%

1.7 

%

Total core funding

41,927,530 

2.31 

%

84.0 

%

38,046,904 

2.77 

%

83.9 

%

Non-core funding:

Relationship based non-core funding:

Other time deposits

1,867,253 

3.93 

%

3.8 

%

1,492,395 

4.58 

%

3.3 

%

Securities sold under agreements to repurchase

316,447 

1.88 

%

0.6 

%

230,244 

2.46 

%

0.5 

%

Total relationship based non-core funding

2,183,700 

3.66 

%

4.4 

%

1,722,639 

4.34 

%

3.8 

%

Wholesale funding:

Brokered deposits

2,975,593 

4.28 

%

6.0 

%

3,024,980 

4.79 

%

6.7 

%

Brokered time deposits

626,146 

4.46 

%

1.2 

%

278,713 

4.91 

%

0.6 

%

Federal Home Loan Bank advances

1,778,329 

4.56 

%

3.6 

%

1,874,134 

4.57 

%

4.1 

%

Subordinated debt and other funding

426,704 

7.55 

%

0.8 

%

425,821 

6.36 

%

0.9 

%

Total wholesale funding

5,806,772 

4.64 

%

11.6 

%

5,603,648 

4.83 

%

12.3 

%

Total non-core funding

7,990,472 

4.37 

%

16.0 

%

7,326,287 

4.71 

%

16.1 

%

Totals

$

49,918,002 

2.63 

%

100.0 

%

$

45,373,191 

3.11 

%

100.0 

%

(1)The reciprocating categories consists of deposits we receive from a bank network (the IntraFi network) in connection with deposits of our customers in excess of our FDIC coverage limit that we place with the IntraFi network. Regulatory guidance defines reciprocating deposits in a portfolio of a bank of our size at December 31, 2025 over and above $5.0 billion as noncore funding. However, we have witnessed no distinction in the behavior of the deposits in our portfolio over and above $5.0 billion versus the deposits up to $5.0 billion. Therefore, we have included the entire portfolio of reciprocating deposits in the table above as core funding.

As noted in the table above, our core funding as a percentage of total funding increased from 83.9% at December 31, 2024 to 84.0% at December 31, 2025 and remained well above internal policies at those dates. When wholesale funding is necessary to complement our core deposit base, management historically determined which source was best suited to address both liquidity risk management and interest rate risk management objectives. Our Asset Liability Management Policy in effect at December 31, 2025 imposed limitations on overall wholesale funding reliance and on brokered deposit exposure specifically. Both our overall reliance on wholesale funding and exposure to brokered deposits and brokered time deposits were within those policy limitations as of December 31, 2025.

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The amount of time deposits as of December 31, 2025 amounted to $5.1 billion. The following table, which includes core, non-core and reciprocal time deposits, shows our time deposits at December 31, 2025 in denominations of under $250,000 and those of denominations of $250,000 and greater by category based on time remaining until maturity of (1) three months or less, (2) over three but less than six months, (3) over six but less than twelve months and (4) over twelve months and the weighted average rate for each category (in thousands):

Balances

Weighted Avg. Rate

Denominations less than $250,000

Three months or less

$

1,005,817 

3.54 

%

Over three but through six months

1,078,454 

3.67 

%

Over six but through twelve months

819,707 

3.56 

%

Over twelve months

195,025 

3.24 

%

3,099,003 

3.57 

%

Denomination $250,000 and greater

Three months or less

919,522 

3.75 

%

Over three but through six months

543,243 

3.66 

%

Over six but through twelve months

375,894 

3.67 

%

Over twelve months

135,444 

3.53 

%

1,974,103 

3.69 

%

Totals

$

5,073,106 

3.62 

%

Subordinated debt and other borrowings. Pinnacle Bank receives advances from the FHLB, pursuant to the terms of various borrowing agreements, which assist it in the funding of its home mortgage and commercial real estate loan portfolios. Under the borrowing agreements with the FHLB, Pinnacle Bank has pledged certain qualifying residential mortgage loans and, pursuant to a blanket lien, all qualifying commercial mortgage loans as collateral. At December 31, 2025 and 2024, Pinnacle Bank had received advances from the FHLB totaling $1.8 billion and $1.9 billion, respectively. See Note 9. Federal Home Loan Bank Advances in the Notes to our Consolidated Financial Statements elsewhere in this Annual Report on Form 10-K for additional information regarding our FHLB advances.

At December 31, 2025, we had established, or through acquisition acquired, twelve statutory business trusts which were established to issue 30-year trust preferred securities and certain other subordinated debt agreements. In addition, from time to time we, or our bank subsidiary, had issued subordinated notes to enhance our capital positions. These trust-preferred securities and subordinated notes qualify as Tier 2 capital subject to annual phase outs beginning five years from maturity, as is the case with the subordinated notes we issued in September 2019 beginning in the third quarter of 2024. See Note 10. Other Borrowings in the Notes to our Consolidated Financial Statements elsewhere in this Annual Report on Form 10-K for additional information regarding these trust-preferred securities and subordinated notes.

Capital Resources. At December 31, 2025 and 2024, our shareholders' equity amounted to $7.0 billion and $6.4 billion, respectively. At December 31, 2025 and 2024, our capital ratios, including our bank's capital ratios, exceeded regulatory minimum capital requirements and those necessary to be considered well-capitalized under applicable federal regulations. See Note 20. Regulatory Matters in the Notes to our Consolidated Financial Statements elsewhere in this Annual Report on Form 10-K for additional information regarding our capital ratios. From time to time we may be required to support the capital needs of our bank (Pinnacle Bank). At December 31, 2025, we had approximately $462.4 million of cash at the parent company that could be used to support our bank.

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Our and our bank subsidiary's capital ratios as of December 31, 2025 and 2024 are presented in the following table:

December 31,

2025

2024

Total capital to risk weighted assets:

Pinnacle Financial

13.0%

13.1%

Pinnacle Bank

12.1%

12.5%

Tier 1 capital to risk weighted assets:

Pinnacle Financial

11.3%

11.3%

Pinnacle Bank

11.1%

11.6%

Common equity Tier 1 capital:

Pinnacle Financial

10.9%

10.8%

Pinnacle Bank

11.1%

11.6%

Tier 1 capital to average assets (*):

Pinnacle Financial

9.6%

9.6%

Pinnacle Bank

9.4%

9.8%

(*) Average assets for the above calculations were based on the most recent quarter.

We and our bank subsidiary are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory actions, and possibly additional discretionary actions, by regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we and our bank must meet specific capital guidelines that involve quantitative measures of the assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Our and Pinnacle Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. We and our bank periodically evaluate risk weightings and may enter into transactions or undertake procedures that may reduce risk weightings, such as entering into credit default swap (CDS) agreements, as more fully described in Note 15. Derivative Instruments in the Notes to our Consolidated Financial Statements elsewhere in this Annual Report on Form 10-K, or implementing enhanced control processes with respect to certain commercial loans which permitted re-characterization of the loans, as we did in the second quarter of 2024, each of which reduced the risk weighted assets of ours and our bank subsidiary's. As a result, the loans subject to the CDS agreements and the loans where risk ratings were able to be re-characterized now qualify for reduced risk weights pursuant to risk-based capital guidelines. The benefits of these reductions in risk weighting offset the impact to regulatory capital of the $71.9 million net loss on sale of approximately $898.9 million of investment securities and the approximately $27.6 million in fees related to the termination of the agreement to resell securities previously purchased recognized in conjunction with the repositioning of our securities portfolio in the second quarter of 2024.

We believe we have various capital raising techniques available to us to provide for the capital needs of our company and bank, such as issuing subordinated debt or entering into a revolving credit facility with a financial institution. We also periodically evaluate capital markets conditions to identify opportunities to access those markets if necessary or prudent to support our capital levels.

Share Repurchase Program. On January 21, 2025, Pinnacle Financial's board of directors authorized a share repurchase program for up to $125.0 million of its common stock which commenced upon expiration of the share repurchase program that expired on March 31, 2025. The new authorization remained in effect through the closing date of the Merger. We did not purchase any shares under the prior or current share repurchase programs during 2024 or 2025.

Dividends. Pursuant to Tennessee banking law, Pinnacle Bank may not, without the prior consent of the TDFI, pay any dividends to us in a calendar year in excess of the total of its retained net profits for that year plus the retained net profits for the preceding two years. During the year ended December 31, 2025, Pinnacle Bank paid dividends of $321.7 million to us which was within the limits allowed by the TDFI.

During the year ended December 31, 2025, we paid $74.7 million in dividends to common shareholders and $15.2 million of dividends on the Legacy Pinnacle Series B Preferred Stock. See Note 24. Subsequent Event for additional disclosure regarding the impact of the Merger on the Legacy Pinnacle Common Stock and Legacy Pinnacle Series B Preferred Stock. The amount and timing of all future dividend payments, if any, will be subject to discretion of the board of directors of New Pinnacle and will depend on receipt of dividends from Pinnacle Bank, earnings, capital position, financial condition, liquidity and other factors, including regulatory capital requirements, as they become known to New Pinnacle and receipt of any regulatory approvals that may become required as a result of each of New Pinnacle's or Pinnacle Bank's financial results.

74

Market and Liquidity Risk Management

Our objective is to manage assets and liabilities to provide a satisfactory, consistent level of profitability within the framework of established liquidity, loan, investment, borrowing and capital policies. Our ALCO is charged with the responsibility of monitoring these policies, which are designed to ensure acceptable composition of asset/liability mix. Two critical areas of focus for ALCO are interest rate sensitivity and liquidity risk management.

Interest Rate Sensitivity. In the normal course of business, we are exposed to market risk arising from fluctuations in interest rates. ALCO measures and evaluates the interest rate risk so that we can meet customer demands for various types of loans and deposits. ALCO determines the most appropriate amounts of on-balance sheet and off-balance sheet items. During 2025 and 2024, measurements which we used to help us manage interest rate sensitivity included an earnings simulation model and an economic value of equity (EVE) model.

During 2025, our interest rate sensitivity modeling incorporated a number of assumptions for both earnings simulation and EVE, including loan and deposit re-pricing characteristics, the rate of loan prepayments, etc. During 2025, ALCO periodically reviewed these assumptions for accuracy based on historical data and future expectations. During 2025, our ALCO policy required that the base scenario assumes rates remain flat and was the scenario to which all others were compared in order to measure the change in net interest income and EVE. During 2025, policy limits were applied to the results of certain modeling scenarios. While the primary policy scenarios focused on a twelve month time frame for the earnings simulations model, longer time horizons were also modeled. All policy scenarios assumed a static volume forecast where the balance sheet is held constant, although other scenarios were modeled.

Earnings simulation model. We believe interest rate risk is best measured by our earnings simulation modeling. Earning assets, interest-bearing liabilities and off-balance sheet financial instruments are combined with forecasts of interest rates for the next 12 months and are combined with other factors in order to produce various earnings simulations over that same 12-month period. To limit interest rate risk, we have policy guidelines for our earnings at risk which seek to limit the variance of net interest income in both gradual and instantaneous changes to interest rates. For instantaneous upward and downward changes in rates from management's flat interest rate forecast at December 31, 2025 for the next twelve months, assuming a static balance sheet and not giving effect to the Merger, the following estimated changes are calculated:

Estimated % Change in Net Interest Income Over 12 Months

December 31, 2025

December 31, 2024

Instantaneous Rate Change

300 bps increase

(0.2)%

(1.5)%

200 bps increase

0.3%

(0.5)%

100 bps increase

0.1%

(0.2)%

100 bps decrease

1.2%

0.7%

200 bps decrease

1.7%

0.8%

300 bps decrease

1.3%

(1.2)%

While an instantaneous and severe shift in interest rates was used in this analysis to provide an estimate of exposure under these scenarios, we believe that a gradual shift in interest rates would have a more modest impact. Further, the earnings simulation model does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, hedging activities we might take and changing product spreads that could mitigate any potential adverse impact of changes in interest rates.

The change in interest rate sensitivity between December 31, 2024 and December 31, 2025 set out in the table above is due to factors impacting both the asset and liability side of the balance sheet. During 2025, the composition of the balance sheet between floating rate versus fixed rate assets and floating rate versus fixed rate liabilities remained relatively stable, thus resulting in little change in the sensitivity of our balance sheet.

The projected impact on net interest income in the table above assumes no change in deposit portfolio size or mix from the baseline forecast in alternative rate environments. It also does not give effect to the Merger. In higher rate scenarios, any customer activity resulting in the replacement of low-cost or noninterest-bearing deposits with higher-yielding deposits or market-based funding would reduce the assumed benefit of those deposits. The projected impact on net interest income in the table above also assumes a "through-the-cycle" non-maturity deposit beta which may not be an accurate predictor of actual deposit rate changes realized in scenarios of smaller and/or non-parallel interest rate movements.

75

At December 31, 2025, our earnings simulation model indicated we were in compliance with our policies for interest rate scenarios for which we model as required by our board approved Asset Liability Policy.

Economic value of equity model. While earnings simulation modeling attempts to determine the impact of a changing rate environment to our net interest income, our EVE model measures estimated changes to the economic values of our assets, liabilities and off-balance sheet items as a result of interest rate changes. Economic values are determined by discounting expected cash flows from assets, liabilities and off-balance sheet items, which establishes a base case EVE. We then shock rates as prescribed by our Asset Liability Policy and measure the sensitivity in EVE values for each of those shocked rate scenarios versus the base case. The Asset Liability Policy sets limits for those sensitivities. At December 31, 2025, our EVE modeling calculated the following estimated changes in EVE without giving effect to the Merger due to instantaneous upward and downward changes in rates:

December 31, 2025

December 31, 2024

Instantaneous Rate Change

300 bps increase

(17.2)%

(17.6)%

200 bps increase

(11.3)%

(11.7)%

100 bps increase

(5.7)%

(5.9)%

100 bps decrease

6.4%

6.2%

200 bps decrease

11.5%

9.7%

300 bps decrease

4.6%

(2.4)%

While an instantaneous and severe shift in interest rates was used in this analysis to provide an estimate of exposure under these scenarios, we believe that a gradual shift in interest rates would have a more modest impact. Since EVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in EVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon (i.e., the current year). Further, EVE does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, hedging activities we might take and changing product spreads that could mitigate the adverse impact of changes in interest rates. Our economic value of equity modeling at December 31, 2025 also did not give effect to the Merger.

At December 31, 2025, our EVE model indicated we were in compliance with our policies for all interest rate scenarios for which we model as required by our board approved Asset Liability Policy.

Most likely earnings simulation models. Prior to completion of the Merger, we analyzed a most-likely earnings simulation scenario that projected the expected change in rates based on a forward yield curve adopted by management using expected balance sheet volumes forecasted by management without giving effect to the Merger. Separate growth assumptions were developed for loans, investments, deposits, etc. Other interest rate scenarios analyzed by management also included delayed rate shocks, yield curve steepening or flattening, or other variations in rate movements to further analyze or stress our balance sheet under various interest rate scenarios. Each scenario was evaluated by management. Management used these processes to assist in better anticipating our financial results and, as a result, the need to invest in other operating strategies and tactics which might have enhanced results or better positioned the firm's balance sheet to reduce interest rate risk going forward.

Each of the above analyses may not, on its own, be an accurate indicator of how our net interest income will be affected by changes in interest rates. Income associated with interest-earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest rates may have a significant impact on net interest income. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates. Interest rates on certain types of assets and liabilities fluctuate in advance of changes in general market rates, while interest rates on other types may lag behind changes in general market rates. In addition, certain assets, such as adjustable rate mortgage loans, have features (generally referred to as interest rate caps and floors) which limit changes in interest rates. Prepayment and early withdrawal levels also could deviate significantly from those assumed in calculating the maturity of certain instruments. The ability of many borrowers to service their debts also may decrease during periods of rising interest rates. ALCO reviews each of the above interest rate sensitivity analyses along with several different interest rate scenarios as part of its responsibility to provide a satisfactory, consistent level of profitability within the framework of established liquidity, loan, investment, borrowing and capital policies.

Management's model governance, model implementation and model validation processes and controls are subject to review in our regulatory examinations to ensure they are in compliance with the most recent regulatory guidelines and industry and regulatory practices. During 2025, management utilized a respected, sophisticated third party asset liability modeling software to help ensure implementation of management's assumptions into the model were processed as intended in a robust manner. That said, there are numerous assumptions regarding financial instrument behavior that are integrated into the model. The assumptions are formulated by

76

combining observations gleaned from our historical studies of financial instruments and our best estimations of how these instruments may behave in the future given changes in economic conditions, technology, etc. These assumptions may prove to be inaccurate. Additionally, given the large number of assumptions built into our asset liability modeling software, it is difficult, at best, to compare our results to other firms.

During 2025, ALCO was tasked with determining whether Pinnacle Financial should over time become more or less asset or liability sensitive depending on the underlying balance sheet circumstances and our conclusions as to the "most likely" interest rate scenarios in future periods. At December 31, 2025, our "most likely" rate forecast was based primarily on information we acquired from a service which included a consensus forecast of numerous interest rate benchmarks. We may implement additional actions designed to achieve our desired sensitivity position which could change from time to time.

We have in the past used derivative financial instruments as one tool to manage our interest rate sensitivity, including in our mortgage lending program, while continuing to meet the credit and deposit needs of our customers. For further details on the derivatives we currently use, see Note 15. Derivative Instruments in the Notes to our Consolidated Financial Statements elsewhere in this Annual Report on Form 10-K.

We have also entered into interest rate swaps to facilitate customer transactions and meet their financing needs. At December 31, 2025, these swaps qualified as derivatives, even though they were not designated as hedging instruments.

Liquidity Risk Management. The purpose of liquidity risk management is to ensure that there are sufficient cash flows to satisfy loan demand, deposit withdrawals and our other needs. Traditional sources of liquidity for a bank include asset maturities and growth in core deposits. A bank may achieve its desired liquidity objectives from the management of its assets and liabilities and by internally generated funding through its operations. Funds invested in marketable instruments that can be readily sold and the continuous maturing of other earning assets are sources of liquidity from an asset perspective. The liability base provides sources of liquidity through attraction of increased deposits and borrowing funds from various other institutions.

To assist in determining the adequacy of our liquidity, we have historically performed a variety of liquidity stress tests including idiosyncratic, systemic and combined scenarios for both moderate and severe events. Liquidity is defined as the ability to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining our ability to meet the daily cash flow requirements of our customers, both depositors and borrowers. We seek to maintain a sufficiently liquid asset balance to ensure our ability to meet our obligations. During 2025, the amount of the appropriate minimum liquid asset balance was determined through severe liquidity stress testing as measured by our liquidity coverage ratio calculation. At December 31, 2025, we were in compliance with our liquidity coverage ratio.

Changes in interest rates also affect our liquidity position. We historically have priced deposits in response to market rates. If deposits are not priced in response to market rates, a loss of deposits could occur which would negatively affect our liquidity position.

Scheduled loan payments are a relatively stable source of funds, but loan payoffs and deposit flows fluctuate significantly, being influenced by interest rates, general economic conditions and competition. Additionally, debt security investments are subject to prepayment and call provisions that could accelerate their payoff prior to stated maturity. We attempt to price our deposit products to meet our asset/liability objectives consistent with local market conditions. Our ALCO is responsible for monitoring our ongoing liquidity needs. Our regulators also monitor our liquidity and capital resources on a periodic basis.

As noted previously, Pinnacle Bank is a member of the FHLB and, pursuant to a borrowing agreement with the FHLB, has pledged certain assets pursuant to a blanket lien. As such, Pinnacle Bank may use the FHLB as a source of liquidity depending on the firm's ALCO strategies. Additionally, we may pledge additional qualifying assets or reduce the amount of pledged assets with the FHLB to increase or decrease our borrowing capacity at the FHLB. At December 31, 2025, we believe we had an estimated $3.2 billion in additional borrowing capacity with the FHLB; however, incremental borrowings are made via a formal request by Pinnacle Bank and the subsequent approval by the FHLB.

During 2025, Pinnacle Bank also had accommodations with upstream correspondent banks for unsecured short-term advances which aggregated $105.0 million at December 31, 2025. These accommodations have various covenants related to their term and availability, and in most cases must be repaid within less than one month. There were no outstanding borrowings under these agreements at December 31, 2025, or during the period then ended, although we test the availability of these accommodations periodically. Pinnacle Bank also had approximately $6.7 billion in available Federal Reserve discount window lines of credit at December 31, 2025.

At December 31, 2025, excluding reciprocating time and money market deposits issued through the IntraFi network, we had approximately $3.6 billion in brokered deposits and $18.0 billion in uninsured and uncollateralized deposits. Historically, we have issued brokered certificates through several different brokerage houses based on competitive bid.

77

Banking regulators have defined additional liquidity guidelines, through the issuance of the Basel III Liquidity Coverage Ratio (LCR) and the Modified LCR. These regulatory guidelines became effective January 2015 with phase in over subsequent years and require these large institutions to follow prescriptive guidance in determining an absolute level of a high quality liquid asset (HQLA) buffer that must be maintained on their balance sheets in order to withstand a potential liquidity crisis event. Although Pinnacle Financial follows the principles outlined in the Interagency Policy Statement on Liquidity Risk Management, issued March 2010, to determine its HQLA buffer, Pinnacle Financial was not subject to these regulations during 2025.

At December 31, 2025, we had no individually significant commitments for capital expenditures. Expansion of our locations, including non-branch locations, is expected to increase over an extended period of time across our footprint, including the markets to which we have recently expanded, and certain of our locations will be in need of required renovations. In future periods, these expansions and renovation projects may lead to additional equipment and occupancy expenses as well as related increases in salaries and benefits expense. In addition to the above noted expenditures, if we were to breach the terms of one of the leases entered into in the sale-leaseback transaction completed in the second quarter of 2023 and the counterparty terminated the lease in accordance with its terms, we may be forced to expend significant amounts of capital expenditures to lease, procure and build or renovate a suitable replacement office. Additionally, we expect we will continue to incur costs associated with planned technology improvements to enhance the infrastructure of our firm.

Our short-term borrowings (borrowings which mature within the next fiscal year) consist primarily of securities sold under agreements to repurchase (these agreements are typically associated with comprehensive treasury management programs for our clients and provide them with short-term returns on their excess funds).

We had certain contractual obligations as of December 31, 2025, which by their terms had a contractual maturity and termination dates subsequent to December 31, 2025. Each of these commitments is noted throughout this Item 7. Management's Discussion and Analysis. Our management believes that we had adequate liquidity at December 31, 2025 to meet all known contractual obligations and unfunded commitments, including loan commitments and reasonable borrower, depositor and creditor requirements over the next twelve months.

Off-Balance Sheet Arrangements. At December 31, 2025, we had outstanding standby letters of credit of $601.5 million and unfunded loan commitments outstanding of $18.0 billion. Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment level does not necessarily represent future cash requirements. If needed to fund these outstanding commitments, Pinnacle Bank has the ability to liquidate federal funds sold or securities available-for-sale, or on a short-term basis to borrow and purchase federal funds from other financial institutions.

We follow the same credit policies and underwriting practices when making these commitments as we do for on-balance sheet instruments. Each customer's creditworthiness is evaluated on a case-by-case basis and the amount of collateral obtained, if any, is based on management's credit evaluation of the customer. However, should the commitments be drawn upon and should our customers default on their resulting obligation to us, our maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those instruments. At December 31, 2025, we had accrued $16.1 million related to expected credit losses associated with off-balance sheet commitments.

Risk Management

As a financial institution, we take on a certain amount of risk in every business decision, transaction and activity. Risk management does not eliminate risk, but seeks to achieve an appropriate balance between risk and reward, including return, which is critical to optimizing shareholder value. Understanding our risks and managing them appropriately can enhance our ability to make better decisions, deliver on objectives, and improve performance.

For 2025, our board of directors and members of senior management identified the following major categories of risk: capital risk, liquidity risk, credit risk, market risk, strategic risk, reputational risk, operational risk, compliance risk and technology risk.

Role of Management

During 2025, the Chief Risk Officer reported directly to the Board's Risk Committee and administratively to the Chief Executive Officer, providing overall vision, direction and leadership regarding the enterprise risk management framework. The Company modified the risk management framework in 2024 to implement a modified management-level Risk Management Committee led by the Chief Risk Officer to enhance overall risk oversight and foster more granular risk assessment analysis and discussions. For 2025, the Risk Management Committee included the leadership of the Company’s Risk Management group as well as other team members with oversight of various areas within Pinnacle Bank. This committee met at least quarterly in 2025 and reviewed materials detailing

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the Company’s overall risk profile as well as identified the most critical and emerging risks faced by the Company. This information was then used to develop more robust risk assessment analysis, which was shared and discussed with Company leadership including the Chief Executive Officer and the Risk Committee of our board of directors. During 2025, the Risk Committee of our Board of Directors periodically reported on various risk oversight matters to our full board of directors. The members of the Risk Management Committee in 2025 were active participants in most management-level committees within the Company and all management-level risk committees. These additional management-level risk committees were responsible for effective risk measurement, management and reporting of their respective risk categories. The Chief Risk Officer was an active member of each of the management-level risk committees.

Risk appetite is an integral element of our business and capital planning processes through our Risk Committee and Risk Management Committee. During 2025, we used our risk appetite processes to promote appropriate alignment of risk, capital and performance tactics, while also considering risk capacity and appetite constraints from both financial and non-financial risks. During 2025, our Risk Committee, in collaboration with our Risk Management Committee, approved our risk appetite statement and any changes thereto to reflect changes in the risk environment, with the goal of ensuring that our risk appetite remained consistent with our strategic plans and business operations, regulatory environment and our shareholders' expectations. Reports relating to our risk appetite and strategic plans, and our ongoing monitoring thereof, were regularly presented to our various management-level risk oversight and planning committees and to the Risk Committee of our board of directors.

As noted above during 2025, we had a Risk Management Committee that provided regular oversight of specific areas of risk within the tolerances and framework established by our Risk Committee and board of directors. The Chief Risk Officer, as Chairman of our Risk Management Committee, reported on a regular basis to the Risk Committee of our board of directors during 2025 regarding our enterprise-wide risk profile and other significant risk management issues. The materials presented to the Risk Committee summarized our risk profile as well as critical and emerging risks; detailed all material instances where the Chief Risk Officer’s assessment of risk differed from that of our senior management; highlighted instances where risks exceeded the Risk Committee’s previously-established risk appetite tolerance levels; and discussed management actions and strategies in place to ensure risks were addressed and returned to levels within our risk appetite tolerances. During 2025, our Chief Risk Officer also reported to the Risk Committee of the board of directors on the effectiveness of the design and implementation of our enterprise-wide risk management strategy and framework and his work with other senior team members to ensure the coordinated and consistent implementation of risk management initiatives and strategies on a day-to-day basis.

Various departments within Pinnacle Bank, working with our Chief Risk Officer, were responsible for developing policies and procedures to effectively monitor risks within their areas. Our compliance department was responsible for developing policies and procedures and monitoring our compliance with applicable laws and regulations. Our information technology department was responsible for maintaining a risk assessment of our information and cybersecurity risks and ensuring appropriate controls were in place in an effort to manage and control such risks, including designing appropriate testing plans to ensure the integrity of information and cybersecurity controls as discussed more fully in Item 1C. Cybersecurity in Part I, Item 1 elsewhere in this Annual Report on Form 10-K. Further, during 2025, our internal audit function performed an independent assessment of our internal controls environment and played an integral role in testing the operation of the internal controls systems and reporting findings to management and our Audit Committee.

Additionally, during 2025, we had various management committees monitoring and implementing policies to effectively monitor risk. Our Climate Sustainability management committee established in 2022 monitored the risk of compliance with applicable climate sustainability regulations as well as the physical and transition risks of our company. The Corporate Social Responsibility management committee was responsible for managing and implementing policy regarding certain Human Capital Risk both from an associate perspective as well as a supplier perspective. Additionally, our Risk Management Committee regularly assessed our enterprise-wide risk profile and key and emerging risk issues.

Role of the Board of Directors

In its oversight role of our risk management function during 2025, our board of directors, acting principally, but not exclusively, through a Risk Committee comprised solely of independent directors, focused on the strategies, analyses and conclusions of management relating to identifying, understanding and managing risks in an effort to optimize total shareholder value, while balancing prudent business and safety and soundness considerations. The Risk Committee (or in some cases the full board of directors) fulfilled the overarching oversight role for the risk management process, including approving risk appetite and tolerance levels, risk policies and limits, monitoring key and emerging risks and reviewing risk assessment results. The Risk Committee sought to ensure that business decisions were executed within appropriate risk tolerances. The Risk Committee also was responsible for overseeing senior management’s establishment and operation of our risk framework and that our strategic and capital plans were aligned with the risk appetite approved by the Risk Committee of our board of directors. The Risk Committee served as the primary point of contact during 2025 between our board of directors, our Chief Risk Officer and the rest of the Risk Management Committee.

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In addition, as of December 31, 2025, oversight of certain risk had historically been allocated to other committees of the board of directors that met regularly and reported to our board of directors, including the Audit, Climate Sustainability and Human Resources and Compensation Committees.

At December 31, 2025, our board of directors, acting through the Risk Committee, had approved a risk appetite statement from management that sought to balance the amount of risk we were willing to take as we sought to achieve our financial performance objectives, i.e. growth, soundness and returns. As such, our board of directors, principally acting through the Risk Committee, routinely monitored a host of risk metrics from both business and operational units, as well as by risk category, in an effort to appropriately balance the manner in which our performance aligned with our risk appetite. During 2025, the Risk Committee and members of senior management, including the Chief Risk Officer, reviewed assessments of our risk ratings within each of our key areas of risk on a regular basis. The Chief Risk Officer’s quarterly report to the Risk Committee included the assessment and direction of risk within each key area, an assessment of critical factors that influenced firm risks, emerging risks, as well as the status of risk actions management was taking to mitigate and control key risks. These reviews were completed in an effort to ensure performance alignment with our risk appetite, and where appropriate, trigger adjustments to applicable business strategies and tactics where risks approach our risk tolerance limits.

At December 31, 2025, our board of directors believed that our enterprise-wide risk management process was effective and enabled the board of directors to:

•assess the quality of the information we receive;

•understand the businesses, investments and financial, accounting, legal, regulatory and strategic considerations and the risks that we face;

•oversee and assess how senior management identifies, evaluates and manages risk within our risk appetite; and

•assess appropriately the quality of our enterprise-wide risk management process.

Recently Adopted and Issued Accounting Pronouncements

See "Part II- Item 8. Financial Statements - Note 1. Summary of Significant Accounting Policies" of this Report for further information.

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