Pinnacle Financial Partners, Inc. · NYSE:PNFP
Pinnacle Financial Partners — Q3 2025 Earnings Presentation
62 slides from Pinnacle Financial Partners's earnings presentation, Oct 16, 2025
Slide 1: Investor Call
Investor Call QUARTER 2025 OCTOBER 16, 2025 Time: 8:30 AM CT Webcast: www.pnfp.com (investor relations) M. TERRY TURNER, PRESIDENT AND CEO HAROLD R. CARPENTER, EVP AND CFO 1
Slide 2: Safe Harbor Statements
Safe Harbor Statements Forward Looking Statements All statements, other than statements of historical fact, included in this presentation, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section
Slide 3: Safe Harbor Statements: Non-GAAP Financial Matters
Safe Harbor Statements Non-GAAP Financial Matters This presentation contains certain non-GAAP financial measures, including, without limitation, total revenues, net income to common shareholders, earnings per diluted common share, revenue per diluted common share, PPNR, efficiency ratio, noninterest
Slide 4: Safe Harbor Statements: Important Information About the Merger
Safe Harbor Statements Important Information About the Merger and Where to Find It Steel Newco Inc. (“Newco”) filed a registration statement on Form S-4 (File No. 333-289866) with the SEC on August 26, 2025, and an amendment on September 29, 2025, to register the shares of Newco common stock that wi
Slide 5: Shareholder Value Dashboard
Shareholder Value Dashboard 3Q25 summary results of key GAAP measures Total Revenues FD EPS Net Income Available to Common Shareholders Total Loans Total Deposits Book Value per Common Share (millions) (in millions) NPA/ Loans & ORE Classified Asset Ratio NCOs Pre-COVID PNFP’s Median Quarterly Perfo
Slide 6: Shareholder Value Dashboard (non-GAAP)
Shareholder Value Dashboard 3Q25 summary results of key non-GAAP measures Adjusted Pre-Tax Pre-Provision Total Revenues* FD EPS* CAGR 7.4% Net Income* CAGR 12.2% CAGR 9.7% Total Core Deposits Tangible Book Value per Share** Total Loans (millions) (millions) CAGR 11.0% CAGR 10.9% CAGR 10.8% NPA/ Loan
Slide 7: The Flywheel Effect: Leads to Accelerated and Sustained Growth
The Flywheel Effect: Leads to Accelerated and Sustained Growth PNFP’s Pinnacle’s Flywheel Approachto Continues to Spin M&ARapidly is Strategic and Disciplined The Flywheel Effect “In building a great company or social sector enterprise, there is no single defining action, no grand program, no one ki
Slide 8: Pinnacle 2.0 is Uniquely Positioned for Continued Share Growth
Pinnacle 2.0 is Uniquely Positioned for Continued Share Growth PNFP continues to capitalize on larger bank vulnerabilities in Tennessee FDIC Deposit Market Share Evolution Over Last 10 Years – Key Tennessee Metros Nashville Chattanooga Knoxville Memphis Δ Δ Δ Δ 33.7% 40.4% +6.7pp 39.2% 40.2% 45.4% +
Slide 9: Pinnacle 2.0 Positioned for Share Growth Across the Southeast
Pinnacle 2.0 is Uniquely Positioned for Continued Share Growth PNFP continues to capitalize on larger bank vulnerabilities across the Southeast 2025 FDIC Deposit Market Share for Selected Competitors Ceding Significant Share Carolinas & Virginia Expansion Markets (1) PNFP 10.2% 2.7% 13.2% 1.8% 2.7%
Slide 10: Pinnacle 2.0: Merger Driven by Revenue Growth Flywheel
Pinnacle 2.0 is Uniquely Positioned for Continued Share Growth Different than most mergers, the PNFP/SNV merger is about Pinnacle 2.0’s revenue growth flywheel 14% The combination of Synovus(1) and Pinnacle would yield an 8% Bank G Lead Relationship share and a Lead Relationships as % of Total Marke
Slide 11: Pinnacle's Hedgehog Strategy Has Continued Post Merger Announcement
Pinnacle’s Hedgehog Strategy Has Continued Post Merger Announcement Offers and acceptances of revenue producers continue apace post merger announcement Revenue Producer Hires by Quarter Momentum Continues with Substantial Runway Offer Acceptance Rate: 91.4% 91.4% 91.6% • 3Q25 Adds: Revenue producer
Slide 12: Market Share Gains Continued to Drive Loan Growth
Market Share Gains Continued to Drive Loan Growth Linked-quarter annualized growth in average loans was 7.8% in 3Q25 Average Loan Growth and Yields Fixed Rate Loan Maturities / Cash flow $40,000 7.00% 6.29% $1,200 5.20% 6.50% 5.12% $36,042 $37,693 $36,968 $35,000 5.10% 6.00% $1,000 $34,981 Average L
Slide 13: Deposit Growth Remains a Key Strategic Focus for Our Firm
Deposit Growth Remains a Key Strategic Focus for Our Firm Linked-quarter annualized growth in average deposits was 11.3% in 3Q25 Average Deposit Growth “Up Rate Cycle” “Down Rate Cycle” Cumulative Betas Dec. 31, 2021 through Sept. 18, 2024 through $50,000 3.25% (EOP rate comparisons) Sept. 18, 2024
Slide 14: Solid Volume and Favorable NIM Trends Driving Strong NII Growth
Solid Volume and Favorable NIM Trends Driving Strong NII Growth Net interest income grew at a mid-teen linked-quarter annualized pace for the second consecutive quarter Net Interest Income & NIM Quarterly Avg. Securities $400 3.75% $9,500 4.41% 4.75% $9,000 Average Balances ($ in mil.) 4.50% Net Int
Slide 15: Credit Performance Remains Strong in 3Q25
Credit Performance Remains Strong in 3Q25 No significant change in credit metrics between 2Q25 and 3Q25 NCOs NPA/ Loans & ORE 3Q25 Highlights • Credit metrics continued to perform well in 0.23% comparison to long-term historical averages 0.21% 0.41% 0.18% 0.35% • Classified Assets, Potential Problem
Slide 16: BHG Financial Overview
BHG Financial Overview Strong YTD earnings of $189M supported by significant growth in originations and solid credit performance Origination Volume ($bn) • BHG provides loans in as little as 3 days from application to $6.0 funding. • A truly diversified funding strategy creates ample liquidity to $4
Slide 17: 3Q25 Results Provide for Continued Optimism in FY2025
3Q25 Results Provide for Continued Optimism in FY2025 Changes to current outlook trend to the positive, in our view Current 2025 Outlook (as of October 15, 2025) 2024 Results Y/Y EOP Loan Growth We are modifying our estimate that our EOP loan growth for 2025 will now be 9-10% growth over 2024 year-e
Slide 18: PNFP/SNV Merger is Progressing Well
PNFP/SNV Merger is Progressing Well Deal Rationale Transaction Highlights • Financially and strategically compelling transaction • Key decisions were finalized pre-announcement 2027E EPS Accretion 21% Completed Work Pro Forma CET1 at Close 10.1% • Key leadership positions have now been finalized • K
Slide 19: Supplemental Information
Supplemental Information Slide # • Merger Update 20 • Balance Sheet 28 • Income Statement 49 • BHG 53 • Non-GAAP Reconciliation 59 • Peer Group 61 19
Slide 20: Merger Update
Merger Update Financially and strategically compelling transaction Creates Fastest-Growing, Most Profitable Regional Bank with Pro Forma Branch Footprint 21% 2027E EPS Accretion and 2.6 Year TBV Dilution Earnback(1) Positioned to Remain Employer of Choice with Industry- Leading Client Service Versus
Slide 21: Merger Update: Consistent Top-Quartile Financial Results
Merger Update PNFP and SNV produced consistent top-quartile financial results Cumulative Deposit Growth(1) Cumulative Revenue Growth(1) Cumulative Growth in Adjusted EPS (2014 – 2024) (2014 – 2024) (2014 – 2024) Peers Peers Peers Both franchises have delivered peer-leading top-line and bottom-line r
Slide 22: Merger Update: Price Upside for the Combined Company
Merger Update Merger offers significant price upside for the combined company Imputed PNFP Share Price at Various 1-Year Forward P/E Multiples(1) Illustrative 1-Year Forward ~11.5x ~13.0x P/E Multiples(2): Below 8.5x 8.5x – 10.5x 10.5x – 12.5x Over 12.5x Regional Peer Bank 1-Year Forward P/E Multipl
Slide 23: Merger Update: Key Decisions Already Made
Merger Update Key decisions already made in contrast to other MOEs Brand Name Pinnacle Financial Partners and Pinnacle Bank Headquarters Holding Company: Atlanta, GA and Bank: Nashville, TN Long-term clarity on CEO Leadership Team Finalized key leadership positions Operating Model Geographic operati
Slide 24: Merger Update: Key Leadership Decisions Finalized
Merger Update Key leadership decisions are finalized Full Organization 4 Down from CEO 3 Down from CEO 2 Down from CEO Communicated Communicated Communicated Communicated Legal Finance Chief Banking Officer Credit Management Risk Management Audit Digital & Product Operations Solutions Consumer, Smal
Slide 25: Merger Update: Initial Systems Assessment
Merger Update Initial systems assessment Customer Support Origination Core Digital Services & Servicing Digital solutions evaluated with integration Finalizing remaining Finalizing remaining Core system selection strategy and deployment selections post vendor system selections to align confirmed pla
Slide 26: Merger Update: Third and Fourth Quarter 2025 Activities
Merger Update Third Quarter 2025 Fourth Quarter 2025 Established integration management office Continue IMO workstreams (IMO) and mobilized 20 portfolios and 75+ workstreams, including dedicated LFI Hold special shareholder meeting on readiness November 6 Held joint IMO in-person meetings on Finaliz
Slide 27: Merger Update: Timeline
Merger Update Timeline (Illustrative) August 22, 2025 Merger Application Submitted to Bank November 6, 2025 Regulators Special Shareholder Meetings August 21, 2025 September 30, 2025 Executive S-4 Declared Effective / July 24, 2025 Leadership Team Commencement of Joint Merger Agreement Announced Pro
Slide 28: Balance Sheet – Loan Portfolio
Balance Sheet – Loan Portfolio Net Loan Growth – 3Q25 – Strategic Decisions: • Strategic Expansion - $923 million • Jacksonville, Atlanta, DC, Alabama, Kentucky, Franchise Finance, Equipment Finance • Legacy Recruiting Impact - $317 million • New RMs hired in past 2.5 years other than in our strateg
Slide 29: Balance Sheet – Loan Portfolio Segments
Balance Sheet – Loan Portfolio Segments ($ in millions) Amts. % Amts. % Amts. % Amts. % 3Q25 3Q25 2Q25 2Q25 3Q24 3Q24 3Q23 3Q23 C&I $15,570.9 41.0% $14,905.3 40.2% $12,986.9 37.9% $11,307.6 35.4% CRE – Owner Occ. 4,904.5 12.9% 4,744.8 12.8% 4,264.7 12.4% 3,944.6 12.3% Total C&I & O/O CRE $20,475.4 5
Slide 30: Balance Sheet – Loan Portfolio – Market Segmentation
Balance Sheet – Loan Portfolio – Market Segmentation ($ in millions) TOTAL PINNACLE C&I & O/O CRE CRE & CONSTRUCTION OTHER LOANS Amts. Amts. Amts. Amts. Amts. Amts. Amts. Amts. 3Q25 3Q24 3Q25 3Q24 3Q25 3Q24 3Q25 3Q24 Nashville $8,648.8 $8,581.8 $4,218.4 $3,979.4 $2,405.5 $2,744.7 $2,024.9 $1,857.7 K
Slide 31: Balance Sheet – CRE Segmentation
Balance Sheet – Loan Portfolio – CRE Segmentation ($ in millions) Total NOO and Multifamily Total Construction Total NOO and Construction Amts. Amts. Amts. Amts. Amts. Amts. Amts. Amts. Amts. 3Q25 2Q25 3Q24 3Q25 2Q25 3Q24 3Q25 2Q25 3Q24 Multifamily $2,269.3 $2,393.7 $2,213.9 $1,350.2 $1,484.8 $1,560
Slide 32: Balance Sheet – Loan Portfolio Lines of Credit
Balance Sheet – Loan Portfolio Lines of Credit ($s in millions) Linked Qtr. 03/31/2024 06/30/2024 09/30/2024 12/31/2024 3/31/2025 6/30/2025 9/30/2025 Change CRE – Investment & Construction Net Active Balance $6,835.87 $6,539.76 $6,465.36 $6,577.64 $6,471.50 $6,308.09 $6,159.12 ($148.97) Net Availabl
Slide 33: CRE Appetite by Segment
Balance Sheet – CRE Loan Portfolio 3Q25 NOOCRE & Construction Balances / Total Loans Highlights • Over 90% of NOOCRE Portfolio is in Pinnacle’s 12.0% attractive Southeastern demographic markets • Reduced construction and land development loans 10.0% 9.5% as a percentage of total risk-based capital t
Slide 34: Balance Sheet – Asset Quality
Balance Sheet – Asset Quality • Continued strong asset quality with minimal past due PNFP CRE & Construction accruing loans and 97.8% of portfolio graded pass; Accruing PD, Classified, and Non-Accruals nonaccrual trends have stabilized beyond the one Class B multifamily loan placed on nonaccrual in
Slide 35: Multifamily – Loan Portfolio
Balance Sheet Highlights Multifamily – Loan Portfolio (DRAFT) Multifamily Highlights • 94.8% is located within the PNFP footprint 3Q25 Multifamily Balances by Property Location • 49.8% are MF Construction loans (by commitment): 16.0% o Average number of units 292 ($20MM+ Construction) 13.7% 14.0% o
Slide 36: Warehouse Highlights
Balance Sheet Highlights Multifamily – Loan Portfolio (DRAFT) Warehouse Highlights • Industrial production primarily focuses on construction opportunities with top-tier development platforms 3Q25 Warehouse Balances by Property Location 12.0% • Conservative loan basis exhibiting an average LTV of 51.
Slide 37: Professional Office Highlights
Balance Sheet Highlights Multifamily – Loan Portfolio (DRAFT) Professional Office Highlights • 95.1% of Professional Office CRE properties are in PNFP market • The concentration in Nashville is primarily due to the participation in the Nashville Yards project (approximately 3Q25 Professional Office
Slide 38: Professional Office Portfolio and LTVs
Balance Sheet Highlights Multifamily – Loan Portfolio (DRAFT) Professional Office Highlights 3Q25 Multi-Tenant Office LTVs 3Q25 Professional Office 90.0% 83.8% Portfolio by Type 80.0% 70.0% 5% 60.0% 9% 50.0% Avg Bal: 40.0% $5.9 MM 30.0% Avg Bal: Avg Bal: $3.6 MM $2.6 MM Avg Bal: 20.0% 8.5% 7.3% $2.1
Slide 39: Allowance for Credit Losses
Allowance for Credit Losses Total Allowance for Credit Losses for loans = $434.5mm or, 1.15% of loans, at September 30, 2025 $ in thousands Allowance for Off-Balance % of Loans Total Credit Losses Sheet At September 30, 2024 $391,534 1.14% (1) $12,469 $404,003 Initial ACL assigned to PCD $14,115 $14
Slide 40: Allowance for Credit Losses by Loan Type
Allowance for Credit Losses ($ in thousands) September 30, June 30, March 31, December 31, September 30, 2025 2025 2025 2024 2024 % of % of % of % of % of Allowance for Credit Losses Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans Commercial and Industrial $192,454 1.24% $187,020 1.
Slide 41: Balance Sheet – Asset Quality
Balance Sheet – Asset Quality AS A % OF AS A % OF AS A % OF ($ in thousands) September 30, 2025 June 30, 2025 September 30, 2024 TOTAL LOANS TOTAL LOANS TOTAL LOANS NPLs and > 90 days Const. and land development $2,181 0.01% $2,294 0.01% $3,186 0.01% Consumer RE 27,491 0.07% 28,839 0.08% 32,635 0.10
Slide 42: Balance Sheet – Asset Quality: Net Charge Offs
Balance Sheet – Asset Quality 1.60% Annualized Net Loan Charge Offs by Loan Type 1.40% 1.20% 1.00% 0.80% 0.60% 0.40% 0.23% 0.16% 0.18% 0.20% 0.10% 0.00% -0.20% CRE Construction C&I Consumer RE Consumer and Total other Net Charge Off Rates 2022 2023 2024 YTD 2025 42
Slide 43: Balance Sheet – Asset Quality – 100/300 Test
Balance Sheet – Asset Quality – 100/300 Test ($ in thousands) Description 3Q25 2Q25 1Q25 4Q24 3Q24 Loans secured by real estate: Construction, land development, and other loans: 1-4 family residential construction loans $655,063 $644,847 $664,689 $670,350 $667,600 Other construction loans and all la
Slide 44: Balance Sheet – Deposit Portfolio
Balance Sheet – Deposit Portfolio Net Deposit Growth – 3Q25 – Strategic Decisions: • Strategic Expansion - $892 million • Jacksonville, Atlanta, DC, Alabama, Kentucky, Franchise Finance, Equipment Finance • Legacy Recruiting Impact – $46 million • New RMs hired in past 2.5 years other than in our st
Slide 45: Deposit Portfolio – Market Segmentation
Balance Sheet – Deposit Portfolio – Market Segmentation ($ in millions) TOTAL DEPOSITS CORE DEPOSITS NONCORE DEPOSITS TOTAL PINNACLE TRANSACTION AND MMDA CDs PUBLIC FUNDS and OTHER DEPOSITS 3Q25 3Q24 3Q25 3Q24 3Q25 3Q24 3Q25 3Q24 Nashville $15,358.5 $14,782.5 $13,948.1 $13,057.5 $720.4 $741.2 $690.0
Slide 46: Balance Sheet - Deposit Portfolio
Balance Sheet - Deposit Portfolio Ratio of EOP Uninsured and Uncollateralized Deposits Estimated Liquidity Available for Uninsured Deposits Balances at ($s in millions) Sept. 30, 2025 to Total Deposits 50.00% Total Deposits 42.9% $45,727 38.9% 37.0% Less: Insured and/or Collateralized Deposits 40.00
Slide 47: Balance Sheet – Bond Portfolio
Balance Sheet – Bond Portfolio 9/30/25 % of 6/30/25 % of 3/31/25 % of 12/31/24 % of Duration Net of Unhedged Security Type Quarter Avg. Yield - TE Balance Portfolio Balance Portfolio Balance Portfolio Balance Portfolio Hedging Duration Treasuries 1,680,043 18.0% 1,639,366 17.4% 1,526,458 16.9% 1,526
Slide 48: Interest Rate Sensitivity
Interest Rate Sensitivity Rate Ramp Scenarios Rate Shock Scenarios 5.0% 5.0% 3.0% 3.0% 3.0% 2.5% 2.4% Net Interest Income % Net Interest Income % 1.5% 1.6% 1.4% 1.4% 1.2% 1.0% 0.6% 0.7% 1.0% 0.6% 0.7% 0.6% 0.6% 0.6% 0.3% 0.4% 0.4% 0.4% 0.4% 0.3% 0.3% 0.3% 0.1% 0.1% 0.1% 0.0% 0.1% -0.1% -0.1% -0.
Slide 49: Fee Income
Fee Income Linked- • Income from BHG continues to be up significantly on both a Quarter Year-over- linked-quarter and year-over-year basis. Annualized Year (dollars in thousands) 3Q25 2Q25 3Q24 Growth % Growth % • Core fee categories of wealth management reflect strong Service charges $18,290 $17,09
Slide 50: Noninterest Expense
Noninterest Expense Linked-Quarter • Salaries and commissions reflect the impact of increased headcount and merit Annualized Yr-over-Yr raises since January 1, 2025. (dollars in thousands) 3Q25 2Q25 3Q24 Growth % Growth % Salaries and commissions $115,864 $111,897 $103,354 14.2% 12.1% • Cash incenti
Slide 51: Income Statement – Revenue Per Share
Income Statement – Revenue Per Share LTM Revenue Per Share Growth* vs. Peers $25.90 $26.00 20.0% 19.0% 18.2% 17.5% $24.93 $25.00 16.2% 16.2% 18.0% $24.12 13.8% 16.0% 15.2% $24.00 13.1% 14.3% 15.2% $23.39 16.0% 12.8% 13.9% $23.00 11.3% $22.49 14.0% 14.9% $21.89 11.7% 11.6% 10.1% Y/Y Revenue per Share
Slide 52: Tangible Book Value Growth
Tangible Book Value Growth Tangible Book Value per Share** Focused on preserving and growing $61.53 TBV per common share – YTD growth $55.12 $48.78 2025* 12.6% $40.98 $42.44 2024 9.5% 2023 14.8% 2022 5.1% 2021 14.2% **: excluding goodwill, core deposit and other intangible assets *: YTD Annualized T
Slide 53: BHG Continues to Leverage and Grow Distribution Network
BHG Continues BHG Credit Quality Continues to Leverage to its & Grow Impress Distribution Network Sophisticated credit scoring models produce impressive results Historically high origination & placement volume in 3Q25 while maintaining tight credit • BHG’s origination volumes rose again in Q3, suppo
Slide 54: BHG Produces Wide Spreads on Bank Auction and Balance Sheet Deals
BHGProduces BHG Credit Quality Continues Wide Spreads toAuction on Bank Impressand Balance Sheet Deals Spreads above 10% for Sophisticated Off Balance credit Sheet Bank scoring Network models Sales and On produce Balance Sheetresults impressive Loans Bank Auction Platform Rates • Bank buy rates cont
Slide 55: BHG Reserves Compare Favorably to Trailing Credit Loss
BHG Reserves Compare Favorably to Trailing Credit Loss The trailing 12-month balance sheet loss figure declined to 5.9% in Q3 • Trailing 12-month losses for off-balance sheet loans total 7.7% including the Reserves and Losses for Off B/S Loans (TTM) impact of loans where borrower elects to prepay. T
Slide 56: BHG has Increased Focus on Higher FICO Originations
BHG has Increased Focus on Higher FICO Originations Over 80% of 2025 Originations were originated to FICO scores of 700+ Originations • BHG continues to refine and FICO Mix ($ mm) Cumulative Net Loss Curves tighten its credit underwriting: 2015 $456 • Losses in certain risk classes, particularly the
Slide 57: BHG Diverse, Growing Funding Channels
BHGHas BHG Credit Quality Diverse, Continues Growing toChannels Funding Impress Sophisticated credit scoring models produce impressive results Proactive management of placement channels continues to provide flexibility to BHG’s platform Loan Sale Auction Over 1,695 banks in network. 782 unique banks
Slide 58: BHG Financials
BHG Financials At Sept 30, At Jun 30, At Mar 31, ($'s in thousands) ($'s in thousands) 3Q 2025 2Q 2025 1Q 2025 2025 2025 2025 Cash and Cash Equivalents 715,888 592,500 762,815 Interest Income $ 145,836 $ 136,144 $ 134,494 Loans Held for Investment 3,000,875 2,664,514 2,655,603 Allowance for Loan Los
Slide 59: Reconciliation of Non-GAAP Financial Measures
Reconciliation of Non-GAAP Financial Measures 59
Slide 60: Reconciliation of Non-GAAP Financial Measures
Reconciliation of Non-GAAP Financial Measures 60
Slide 61: 2025 Peer Group
2025 Peer Group Institution Name Ticker City, State Pinnacle Financial Partners, Inc. PNFP Nashville, TN Associated Banc-corp ASB Green Bay, WI Bank OZK OZK Little Rock, AR Bank United Inc. BKU Houston, TX BOK Financial Corp. BOKF Tulsa, OK Cadence Bank CADE Tupelo, MS Comerica Inc. CMA Dallas, TX C
Slide 62: Investor Call
Investor Call THIRD QUARTER 2025 M. TERRY TURNER, PRESIDENT AND CEO HAROLD R. CARPENTER, EVP AND CFO 62
Pinnacle Financial Partners — Q3 2025 Earnings Presentation on 6ix