Pinnacle Financial Partners, Inc. · NYSE:PNFP
Pinnacle Financial Partners — Merger or Acquisition (July 2025)
33 slides from Pinnacle Financial Partners's merger presentation, Jul 24, 2025
Slide 1: Pinnacle and Synovus to Combine: Building The Southeast Growth Champion
Pinnacle and Synovus to Combine: Building The Southeast Growth Champion July 24, 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
Important Information About the Merger Important Information About the Merger and Where to Find It Steel Newco Inc. (“Newco”) intends to file a registration statement on Form S‐4 with the SEC to register the shares of Newco common stock that will be issued to Pinnacle shareholders and Synovus shareh
Slide 4: Additional Statements
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: Today's Speakers
Today’s Speakers Terry Turner Kevin Blair President and Chief Executive Officer Chairman, Chief Executive Officer and President Harold Carpenter Jamie Gregory Chief Financial Officer Chief Financial Officer 5
Slide 6: The Combination Is Financially Compelling
The Combination Is Financially Compelling … Significant Scale $116bn $81bn $95bn Total Assets Total Loans Total Deposits Compelling Financial 21% 2.6 years 9.8% Metrics 2027E EPS CET1 Ratio TBVPS Earnback Accretion at Close Top‐Quartile Profitability 1.38% 18% 47% (2027E) ROAA ROATCE Efficiency Rati
Slide 7: And Positioned to Deliver for Clients and Investors
… And Positioned to Deliver for Clients and Investors … Driver Metric Pro Forma Last 10 Years Adj. EPS Growth 13.1% 11.4% Top‐quartile revenue and net Track Record of income growth, with strong Profitable Growth Last 10 Years 12.8% 7.2% risk discipline Adj. Revenue Growth High‐Growth 4.6% Household
Slide 8: Building on Our Peer-Leading Positioning
… Building on Our Peer‐Leading Positioning Most Engaged Team Best Markets Glassdoor Average Employee Satisfaction Projected Household Growth 4.1 4.6% 4.6% 3.8 3.7 3.6 3.6 3.6 3.6 3.5 3.3 3.8% 3.2 2.7% 2.1% 1.8% 1.7% 1.4% 1.4% 1.0% Pro Forma Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Pee
Slide 9: Key Transaction Highlights
Key Transaction Highlights • 0.5237x fixed exchange ratio; 100% stock transaction Structure • Pinnacle Financial Partners common stock will trade on the NYSE under the ticker symbol PNFP Pricing • Implied transaction value of $61.18 per Synovus share (10% premium to unaffected Synovus stock price) P
Slide 10: Totally Aligned to Compete and Win in the Market
Totally Aligned to Compete and Win in the Market Plan Alignment Takeaways • Aligned on a geographic operating model with empowered local leadership, Entrepreneurial and including recruiting and client selection Operating Model Disciplined • Leveraging Synovus investments in LFI readiness (people,
Slide 11: Centered in America's Best Growth Markets
Centered in America’s Best Growth Markets Pro Forma Branch Footprint Deposit Market Share Southeast Headquartered Regional Banks SE Deposit Total Assets Market Share # Bank ($bn) (%) 1 Truist 544 11.9 2 Regions 159 3.7 3 First Citizens 229 3.5 Pro Forma 116 3.2 4 First Horizon 82 2.0 5 Synovus 61 1.
Slide 12: Track Record of Peer-Leading EPS Growth
Track Record of Peer‐Leading EPS Growth Cumulative Growth in Adjusted EPS (2014 – 2024) 243% 196% 160% 113% 97% 89% 88% 69% 23% 22% 11% Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 Refer to the End Notes for sources and footnoted information. 12
Slide 13: Shared Commitment Drives Success
Shared Commitment Drives Success Energized Engaged Enriched Associates Clients Shareholders Our Shared Be the best place to work for the Serve clients so well that they Continue rewarding shareholders Commitment strongest, most client‐centric rave about what we do for them with outsized performance
Slide 14: Relentless Focus on Serving Clients in Our Markets
Relentless Focus on Serving Clients in Our Markets Rob McCabe (Chief Banking Officer) Geographic Market Leadership Specialty Businesses Tennessee / Carolinas and North / Georgia Kentucky Alabama Virginia Central Florida South Florida Specialty Commercial Lending Treasury & Payment Solutions Capital
Slide 15: We Have a Long Runway to Continue Taking Share
We Have a Long Runway to Continue Taking Share … Pro Forma Deposit Share in Our Top 15 Southeast MSAs Tennessee Carolinas Georgia Alabama Florida Pro Forma Deposit Share Rank #2 #1 #4 #3 #3 #4 #6 #5 #7 #4 #2 #5 #12 #12 #23 15.8% 15.4% 1.2% 0.6% 12.1% 11.5% 11.4% 9.8% 3.1% 8.2% 6.5% 7.0% 6.4% 0.7% 14
Slide 16: Limited Overlap Creates a Low-Risk Integration
… And Limited Overlap Creates a Low‐Risk Integration Total Deposits in Pinnacle / Synovus Shared MSAs Total Deposits ($bn) Deposits in Shared MSAs ($mm) Percent of Pro Forma MSA Synovus Pinnacle Pinnacle % Deposits $50 Nashville, TN $462 $19,708 98% 22% Pinnacle >75% Chattanooga, TN 186 2,197 92% 3%
Slide 17: Our Differentiated Client Focus Sets Us Apart
Our Differentiated Client Focus Sets Us Apart #1 #1 Best Bank Best Bank Satisfaction with RMs Understanding Your Industry Overall Satisfaction Trust #1 #1 Best Bank Best Bank Overall Satisfaction Bank You Can Trust Satisfaction with RMs Ease of Doing Business #4 #2 #6 #6 Net Promoter Score People Ne
Slide 18: This Client Focus Drives Peer-Leading Deposit Growth
This Client Focus Drives Peer‐Leading Deposit Growth Average Year‐Over‐Year Core Deposit Growth COVID Surge Rising Rates Current Period Q1’20 to Q1’22 Q1’22 to Q2’24 Q2’24 to Q2’25 +850bps +580bps +600bps 25.6% 7.2% 17.1% 2.2% 2 1.2% (3.6%) Peer Average Pro Forma Peer Average Pro Forma Peer Average
Slide 19: Summary Financial Assumptions
Summary Financial Assumptions Earnings Projections • Consensus earnings estimates for Pinnacle and Synovus • $675 million in pre‐tax merger expenses Merger Costs • Additional estimated $45 million of one‐time LFI costs • $250 million of run‐rate net expense savings, or 10% of combined non‐interest e
Slide 20: High-Conviction, No-Regrets Expense Savings
High‐Conviction, No‐Regrets Expense Savings … $250 million of run‐rate net Conservative approach to cost Synergies developed through a expense savings; additional savings; focus on preserving bottom‐up detailed review of investments for LFI readiness combined growth profile staffing, technology and
Slide 21: Identified in a Comprehensive Mutual Diligence Process
… Identified in a Comprehensive Mutual Diligence Process Key Diligence Focus Areas Credit Diligence Snapshot Commercial Specialty Banking Businesses In‐depth reciprocal Detailed review of Combination of credit diligence policies to ensure dedicated company compatibility across resources and third‐ C
Slide 22: Enhanced Capital Generation Will Fuel Growth Engine
Enhanced Capital Generation Will Fuel Growth Engine Pro Forma Annual Capital Generation Ongoing commitment to conservative CET1 Ratio (%) and disciplined capital management 9.8% pro forma CET1 at close 11.1% 10.3% MRQ Peer Median 9.8% CET1 incl. AOCI: 9.2% Attractive pro forma dividend policy Stated
Slide 23: We Will Deliver Top-Quartile Performance
We Will Deliver Top‐Quartile Performance Revenue Growth (2025E – 2027E CAGR) (%) Efficiency Ratio (2027E) (%) ’25E‐’27E Expense 6.4 3.3 3.1 3.3 3.2 2.5 4.1 3.3 3.5 3.2 CAGR (%) 10.5 56 56 56 57 58 58 58 59 61 8.3 47 5.9 5.7 4.2 4.1 4.1 3.9 3.8 3.6 Pro Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7
Slide 24: We Are Completely Aligned on Our Shared Vision
We Are Completely Aligned on Our Shared Vision … Compelling Strategic and Execution‐Ready with Key Financial Rationale Decisions Made Highly compatible leadership and corporate cultures Brand Name Most economically vibrant footprint in the country Leadership Financially compelling transaction with s
Slide 25: To Create a Growth Champion for the Long Term
… To Create a Growth Champion for the Long Term Pro Forma Rank Key Driver Top‐quartile revenue and net income growth Profitable Growth #1 with strong risk discipline High‐Growth Markets #1 4.6% Household Growth Winning Culture #1 Employer of Choice in our Markets Exceptional Client Service #1 Truste
Slide 26: Appendix
einnacle | SYNOVUS Appendix
Slide 27: Strategic Rationale
Strategic Rationale • Unwavering focus on a seamless integration Client • Thoughtful approach to communication and coordination Experience • Expanded geographic breadth; broader selection of products and services • Highly compatible leadership and corporate cultures Team and • Opportunity to capital
Slide 28: Pro Forma Loan and Deposit Composition
Pro Forma Loan and Deposit Composition Pro Forma Consumer Consumer Consumer Residential Residential 2% Commercial 3% Residential 2% 14% 16% 15% Commercial Loan Commercial 53% 53% Portfolio CRE 32% 53% 28% 30% (Q2’25) CRE CRE Yield on Loans: 6.26% 6.25% 6.25% Time Deposits Non‐Interest Time Deposits
Slide 29: Detailed Financial Assumptions
Detailed Financial Assumptions Earnings Projections • Consensus earnings estimates for Pinnacle and Synovus • $675 million pre‐tax merger expenses with additional $45 million of one‐time LFI costs Merger Costs • Expected to be realized 50% at close and 50% in first 12 months post‐close • Estimated $
Slide 30: Purchase Accounting Summary
Purchase Accounting Summary Tangible Book Value Per Share Dilution Total Intangibles Created Tangible book value build to close $mm Shares $ Per Share Goodwill reconciliation $mm Pinnacle common equity as of June 30, 2025 6,420 Merger consideration 8,623 ( ‐ ) Goodwill and other intangibles (1,868)
Slide 31: Pro Forma Earnings Per Share Accretion
Pro Forma Earnings Per Share Accretion Pro Forma 2027 Net Income and EPS Net Income and Earnings Per Share $mm Pinnacle net income to common (consensus) 741 Synovus net income to common (consensus) 818 Pinnacle earnings per share (consensus) 9.59 After‐tax acquisition adjustments ‐ fully phased‐in C
Slide 32: End Notes
End Notes Peers listed include CFG, FITB, HBAN, KEY, MTB, PNC, RF, TFC and USB. Page 6 – The Combination is Financially Compelling … Scale figures represent a simple summation as of June 30, 2025 and exclude purchase accounting adjustments. EPS accretion and profitability metrics presented as of 202
Slide 33: End Notes (Continued)
End Notes (Continued) Page 17 – Our Differentiated Client Focus Sets Us Apart Source: J.D. Power and Coalition Greenwich. Greenwich: Pinnacle reflects 2025 rankings across Pinnacle’s eight state Southeastern footprint; Synovus reflects 2025 rankings in U.S. middle market banking. J.D. Power: Pinnacl
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