Pinnacle Financial Partners, Inc. · NYSE:PNFP
Pinnacle Financial Partners — Steel Newco — Merger or Acquisition (August 2025)
27 slides from Pinnacle Financial Partners's merger presentation, Aug 28, 2025
Slide 1: Building The Southeast Growth Champion
Building The Southeast Growth Champion August 2025
Slide 2: Forward-Looking Statements
Forward-Looking Statements Forward-Looking Statements This communication contains statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
Slide 3: Important Information About the Merger and Where to Find It
Important Information About the Merger Important Information About the Merger and Where to Find It Steel Newco Inc. (“Newco”) filed a registration statement on Form S-4 with the SEC on August 26, 2025 to register the shares of Newco common stock that will be issued to Pinnacle shareholders and Synov
Slide 4: Additional Statements: Participants in Solicitation
Additional Statements Participants in Solicitation Synovus and Pinnacle and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Synovus’ shareholders and Pinnacle’s shareholders in respec
Slide 5: Pinnacle-Synovus Merger
Pinnacle-Synovus Merger
Slide 6: Strategic Rationale
Strategic Rationale Fully Committed to Continuing the Highly Successful PNFP Operating and Recruiting Model Pro Positioned to Remain Employer of Choice with Industry-Leading Client Service Versus Vulnerable Competitors Strong Pro Forma Capital Generation Minimal Geographic Overlap Supports Low-Risk
Slide 7: Key Decisions Already Made In Contrast to Other MOEs
Key Decisions Already Made In Contrast to Other MOEs Headquarters Leadership Team Operating Model Brand Name Incentive Model Board of Directors Split Technology Stack Built on Synovus’ highly-scalable FIS core platform Pinnacle Financial Partners and Pinnacle Bank Holding Company: Atlanta, GA and Ba
Slide 8: We Have Already Identified Top 25+ Leaders
We Have Already Identified Top 25+ Leaders Source: PNFP and SNV company releases on August 21, 2025, and Form S-4 on August 26, 2025
Slide 9: PNFP Successfully Executed the BNC Merger
PNFP Successfully Executed the BNC Merger Analysts Expressed Concerns on BNC Integration / Growth … “[The] competitive dynamic in newly entered market(s) has changed meaningfully … Risks here include potential credit problems if over- reaching for growth, or slower growth profile than originally mod
Slide 10: 2020-24 Hiring Provides Foundation for Future Growth
2020-24 Hiring Provides Foundation for Future Growth Illustrative Total Portfolio for RM Hires ($bn) Reflects 2020 – 2024 vintage hires 90 120 147 107 161 2020 2021 2022 2023 2024 Record hiring year Pinnacle Annual Revenue Producer Hires 12% CAGR ~$7 ~$3 ~$1 – ~$10 ~$14 ~$18 ~$18 ~$19 2021 2022 2023
Slide 11: Estimated Pro Forma Revenue Producer Hiring Plans
Estimated Pro Forma Revenue Producer Hiring Plans 235 250+ 35 >35 Source: PNFP and SNV management estimates
Slide 12: Potential Revenue Synergies
Potential Revenue Synergies Pinnacle Synovus The Family Office Financial Institutions Group Broader Set of Treasury Products Music, Sports and Entertainment Deposit Verticals Equipment Leasing M&A Advisory Auto Dealer Financing Institutional Trust Community Investment Capital Source: PNFP and SNV ma
Slide 13: Non-Interest Expense Synergies
Non-Interest Expense Synergies Conservative approach to cost savings which preserves growth profile: 10% of combined non-interest expense Synergies estimated through bottom-up detailed review of staffing, technology, and real estate needs Limited front line impact and branch overlap Only 5% of combi
Slide 14: Efficiency Ratio Analysis
Efficiency Ratio Analysis (see Appendix for further details) Source: S&P Capital IQ Pro; Note: Imputed Pinnacle efficiency ratio utilizes forward estimates of revenue distribution and is presented on a tangible basis; peer business segment financial information as of 2024Y; peers defined as CFG, FIT
Slide 15: Progress Update
Progress Update
Slide 16: Progress Update
Progress Update Formed Integration Management Offices Finalized Key Leadership Positions Reconfirmed Retention Strategy and Plan with Bottom-Up Review Held Working Session with PNFP Chief Banking Officer and Geographic Leaders Filed Regulatory Applications on August 22 and Preliminary S-4 Registrati
Slide 17: Major Integration-Related Decisions Coming in 2H25
Major Integration-Related Decisions Coming in 2H25 Full Organizational Structure Non-Core Platform Technology Systems Employee Benefits Source: PNFP and SNV Integration Management Offices estimates
Slide 18: Employee Retention Strategy
Employee Retention Strategy A substantial portion of the $675 million in one-time merger costs are for retention purposes (in form of equity grants with 2-year cliff vest) Fulsome review of most impacted employees with appropriate retention packages (within merger model expectation) Post-close compe
Slide 19: Estimated Incremental LFI-Readiness Expense
Estimated Incremental LFI-Readiness Expense ~$35 Million Primarily Personnel-Related ~$45 Million Primarily Technology and Data-Related Annual Ongoing One-Time ~$45 Million(1)(2) Net Cost of $3 Billion of Additional Long-Term Debt Source: PNFP-SNV merger presentation on July 24, 2025, and Form S-4 o
Slide 20: We Will Deliver Top-Quartile Performance
We Will Deliver Top-Quartile Performance Revenue Growth (2025E – 2027E CAGR) (%) ROAA (2027E) (%) ROATCE (2027E) (%) Efficiency Ratio (2027E) (%) ’25E-’27E Expense CAGR (%) 6.4 3.3 3.1 3.3 3.2 2.5 4.1 3.3 3.5 3.2 Sources: PNFP-SNV merger presentation on July 24, 2025, and S&P Capital IQ Pro; Note: E
Slide 21: Current PNFP Trading Levels in Context
Current PNFP Trading Levels in Context Valuation Discount Doesn't Factor in Deployment of Peer-Leading Excess Capital Generation Through YE2027 2020-2024 PNFP Hiring De-Risks Go-Forward Growth Rate Source for 2027E EPS: PNFP-SNV merger presentation on July 24, 2025; Note: Pricing data as of 08/26/20
Slide 22: Estimated PNFP Stock Price at Various P/E Multiples
Estimated PNFP Stock Price with $11.63 Pro Forma 2027E Earnings per Share at Various P/E Multiples We Believe Estimated Upside is Meaningful Current PNFP 8.4x Peer Median 9.7x Blended PNFP/SNV ~10.5x Standalone PNFP ~12.0x +16% +26% +44% % Change vs. 8/26/2025 Closing PNFP Stock Price: Sources for 2
Slide 23: Estimated Year End 2027 Excess Capital
Estimated Year End 2027 Excess Capital at 9.2% CET1 (Inclusive of AOCI) as % of Current Market Cap Significant Excess Capital Generation Will Support EPS 7.2% 4.1% 6.7% 8.4% 8.6% 8.8% 15.3% Excess capital reflects 10.75% CET1 on a reported AOCI opt-out basis (equivalent to 9.2% peer median CET1 incl
Slide 24: Appendix
Appendix
Slide 25: Efficiency Ratio Analysis Details
Efficiency Ratio Analysis Details Commercial Efficiency Ratio By Business Segment Consumer Wealth Total Revenue Distribution by Business Segment Pro Forma Pinnacle Has Higher Concentration of Commercial Revenue Source: S&P Capital IQ Pro; Note: Revenue reflects sum of commercial, consumer and wealth
Slide 26: LFI Assessment Background and Approach
LFI Assessment Background and Approach Synovus conducted a future state gap assessment of current capabilities compared to incremental regulatory requirements and supervisory expectations for a Large Financial Institution (LFI) with assets between $100Bn and $250Bn. Background and Scope Approach Ass
Slide 27: Primary Focus Areas to Align to LFI Expectations
Primary Focus Areas to Align to LFI Expectations Development of incremental regulatory reporting, capital, and risk management will require the most effort due to a combination of data, technology, modeling or FTE considerations. Area Primary drivers of incremental effort for Synovus Capital Plannin