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PNFP Reports 2Q24 Diluted EPS of $0.64 and Net Interest Margin of 3.14 Percent

PNFP

Excluding impacts of capital optimization and balance sheet repositioning initiatives, diluted EPS of $1.63

Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) reported net income per diluted common share of $0.64 for the quarter ended June 30, 2024, compared to net income per diluted common share of $2.54 for the quarter ended June 30, 2023, a decrease of approximately 74.8 percent. Net income per diluted common share was $2.21 for the six months ended June 30, 2024, compared to $4.30 for the six months ended June 30, 2023, a decrease of approximately 48.6 percent.

After considering the adjustments noted in the table below, net income per diluted common share was $1.63 for the three months ended June 30, 2024, compared to $1.80 for the three months ended June 30, 2023, and $1.53 for the three months ended March 31, 2024, an annualized linked-quarter growth rate of 26.1 percent. Net income per diluted common share adjusted for the items noted in the table below was $3.16 for the six months ended June 30, 2024, compared to $3.55 for the six months ended June 30, 2023.

Three months ended

Six months ended

June 30,
2024

March 31,
2024

June 30,
2023

June 30,
2024

June 30,
2023

Diluted earnings per common share

0.64

$

1.57

$

2.54

$

2.21

$

4.30

Net of tax adjustments (1):

Investment losses on sales of securities, net

0.71

0.10

0.71

0.10

Gain on sale of fixed assets as a result of sale-leaseback transaction

(0.84

)

(0.84

)

Recognition of mortgage servicing asset

(0.12

)

(0.12

)

ORE expense (2)

FDIC special assessment

0.08

0.08

Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

0.28

0.28

Diluted earnings per common share after adjustments

1.63

$

1.53

$

1.80

$

3.16

$

3.55

(1): Adjustments include tax effect calculated using a marginal tax rate of 25.00 percent for all periods presented.

(2): Impact of ORE expense in all periods presented were minimal.

"It appears to us that, in the second quarter, we saw the inflection we had anticipated,” said M. Terry Turner, Pinnacle's President and Chief Executive Officer. "Not only did we continue to have outsized balance sheet growth which we expect to exceed that of peers, but we also had net interest margin expansion and ongoing double-digit growth in most of our fee businesses. Total revenues were $366.6 million during the second quarter of 2024 compared to $428.1 million last quarter. Excluding the adjustments noted above, total revenues increased $22.3 million, or 5.3 percent, to $438.7 million for the second quarter compared to $416.3 million in the first quarter.

"Also, during the second quarter, we executed several initiatives with the objective of capital optimization and balance sheet repositioning that were both a priority for our firm going into 2024. We accomplished these objectives while increasing both our tangible common equity and tier 1 common equity ratios at the end of the second quarter and achieving an earnback period on the balance sheet repositioning of less than three years.

"I believe the various initiatives that have been undertaken in order to achieve sound growth, even in this more difficult operating environment, continue to differentiate our firm in terms of earnings trajectory. Our effort to increase our deposit base by expanding into various deposit verticals is progressing well, now reporting approximately $1.0 billion in net deposit growth in these verticals through the first half of 2024. Additionally, our strategic expansion into new markets and our ability to attract "best in class" revenue producers continue to fuel outsized growth. Loan growth attributable to these new markets for the first half of 2024 amounted to approximately 73 percent of our aggregate loan growth this year. Our latest expansion into Jacksonville is also advancing rapidly in terms of hiring revenue producers and moving client relationships, with that market reporting $20.1 million in loans, $28.8 million in deposits and $614.6 million in wealth management assets, all amassed within just the last three months. System-wide, our robust hiring continues, as we have added 89 new revenue producers thus far this year, 18 of which are in Jacksonville. Our hiring pipelines remain very robust heading into the second half of 2024.

"With the initiatives we accomplished in the second quarter, as well as our continued outlook for outsized loan and deposit growth, we enter the second half of 2024 with great optimism."

BALANCE SHEET GROWTH AND LIQUIDITY:

Total assets at June 30, 2024, were $49.4 billion, an increase of approximately $472.8 million from March 31, 2024, and $2.5 billion from June 30, 2023, reflecting a linked-quarter annualized increase of 3.9 percent and a year-over-year increase of 5.3 percent, respectively. A further analysis of select balance sheet trends follows:

Balances at

Linked-Quarter

Annualized

% Change

Balances at

Year-over-Year

% Change

(dollars in thousands)

June 30, 2024

March 31, 2024

June 30, 2023

Loans

$

33,769,150

33,162,873

7.3%

$

31,153,290

8.4%

Securities

7,882,891

7,371,847

27.7%

6,623,457

19.0%

Other interest-earning assets

2,433,910

3,195,211

(95.3)%

4,001,844

(39.2)%

Total interest-earning assets

$

44,085,951

$

43,729,931

3.3%

$

41,778,591

5.5%

Core deposits:

Noninterest-bearing deposits

$

7,932,882

$

7,958,739

(1.3)%

$

8,436,799

(6.0)%

Interest-bearing core deposits(1)

27,024,945

26,679,871

5.2%

24,343,968

11.0%

Noncore deposits and other funding(2)

7,569,703

7,506,409

3.4%

7,731,082

(2.1)%

Total funding

$

42,527,530

$

42,145,019

3.6%

$

40,511,849

5.0%

(1): Interest-bearing core deposits are interest-bearing deposits, money market accounts and time deposits less than $250,000 including reciprocating time and money market deposits.

(2): Noncore deposits and other funding consists of time deposits greater than $250,000, securities sold under agreements to repurchase, public funds, brokered deposits, FHLB advances and subordinated debt.

  • During the second quarter of 2024, the commercial and industrial and owner-occupied commercial real estate loan portfolios grew linked-quarter annualized 14.6 percent and 17.0 percent, respectively, while the non-owner occupied commercial real estate portfolio, which consists primarily of commercial real estate investment, multifamily and construction and development loans decreased linked-quarter annualized by 2.6 percent. The firm continues to pursue reduced levels of commercial real estate loans by significantly limiting growth in these loan segments until certain benchmarks are achieved. At June 30, 2024, the firm’s non-owner occupied commercial real estate, multifamily and construction and development loans to total risk-based capital ratio fell to 254.0 percent while our construction and land development loans to total risk-based capital ratio decreased to 72.9 percent. Over time, the firm has 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 percent and construction and land development loans to total risk-based capital ratio of less than 70 percent.
  • Late in the second quarter of 2024, the firm executed various capital optimization and balance sheet repositioning initiatives intended to improve ongoing revenue and earnings run rates, as follows:
  1. Reposition the firm’s securities portfolio with the goal of meaningfully enhancing its future performance - In doing so, the firm incurred losses in the second quarter related to the sale of approximately $894.8 million of available-for-sale securities at a net loss of $72.1 million and the termination of an agreement to resell for $500.0 million of securities that the firm had previously purchased (the resell agreement). The termination of the resell agreement required termination fees to be paid to the counterparty of approximately $27.6 million, which has been recognized in noninterest expense during the second quarter. The proceeds from the sale of the $894.8 million in available-for-sale securities and the $500.0 million resulting from the termination of the resell agreement have been reinvested such that the yield increase on the new securities acquired approximates 3.1 percent over the prior weighted average yields of the sold securities and the terminated resell agreement.
  2. Offset the negative capital impact of the second quarter losses from the execution of the balance sheet repositioning initiatives - The firm executed a credit default swap arrangement (CDS) with a notional amount of $86.5 million with a counterparty which equals 5 percent of a reference pool of $1.73 billion of 1-4 family first lien mortgage loans whereby the counterparty will assume the first-loss position for these loans up to approximately $86.5 million in aggregate losses. The firm will pay to the counterparty an annual loss protection fee equal to 7.95 percent of the corresponding notional amount of the CDS, for as long as the loans in the reference pool remain outstanding. The notional amount of the CDS will decline over time as the loans in the reference portfolio are paid down, mature or the investor absorbs the first loss portion of any loan losses on those loans. Additionally, and in accordance with regulatory guidelines, the firm has implemented enhanced control processes with respect to certain other commercial loans which permits recharacterization of these loans in order to reduce the risk weights assigned to these loans. As a result, the loans subject to the CDS and the loans where risk ratings were able to be recharacterized now qualify for reduced risk weights pursuant to risk-based capital guidelines. The benefits of these reductions in risk weighting offset the impact to capital of the loss on the sale of the securities and the termination of the resell agreement. In order to accomplish the CDS and the recharacterization, the firm incurred $850,000 of professional fees during the second quarter which are also included in noninterest expense.
  3. Minimize the payback period on the losses incurred in connection with the balance sheet restructuring transactions - The firm anticipates that the increased revenues from the repositioning of the firm’s investment securities portfolio, less the annual loss protection fees associated with the CDS, will offset the loss incurred on the sale of available-for-sale securities and the termination of the resell agreement within a three-year time period, which the firm believes to be a reasonable payback period.

"Despite moving quickly toward our previously announced lower targets for our construction and land development, non-owner occupied commercial real estate and multifamily portfolios as a percentage of risk-based capital, through the first six months of 2024, our loan growth approximated $1.1 billion, a 6.7 percent annualized rate of growth," Turner said. "We are optimistic that we should see increases in the pace of loan growth in the second half of 2024 as we believe we will continue to take market share from the larger franchises that currently dominate our newer markets.

"As to deposit growth, during the second quarter, total deposits were up approximately $368.4 million while brokered deposits decreased by $339.7 million during the quarter. Excluding these brokered deposits, total deposits were up $708.1 million in the quarter which was similar to our experience in the first quarter of 2024. Importantly, we are very pleased that our noninterest bearing deposit balances were relatively stable during the entirety of the second quarter."

PRE-TAX, PRE-PROVISION NET REVENUE (PPNR) GROWTH:

Pre-tax, pre-provision net revenues (PPNR) for the three and six months ended June 30, 2024, were $95.2 million and $280.9 million, respectively, a decrease of 65.7 and 39.9 percent, respectively, from the $277.6 million and $467.6 million recognized in the three and six months ended June 30, 2023, respectively.

Three months ended

Six months ended

June 30,

June 30,

(dollars in thousands)

2024

2023

% change

2024

2023

% change

Revenues:

Net interest income

$

332,262

$

315,393

5.3

%

$

650,296

$

627,624

3.6

%

Noninterest income

34,288

173,839

(80.3

)%

144,391

263,368

(45.2

)%

Total revenues

366,550

489,232

(25.1

)%

794,687

890,992

(10.8

)%

Noninterest expense

271,389

211,641

28.2

%

513,754

423,368

21.3

%

Pre-tax, pre-provision net revenue (PPNR)

95,161

277,591

(65.7

)%

280,933

467,624

(39.9

)%

Adjustments:

Investment losses on sales of securities, net

72,103

9,961

>100%

72,103

9,961

>100%

Gain on the sale of fixed assets as a result of sale leaseback

(85,692

)

(100.0

)%

(85,692

)

(100.0

)%

Recognition of mortgage servicing asset

NA

(11,812

)

100.0

%

ORE expense

22

58

(62.1

)%

106

157

(32.5

)%

FDIC special assessment

NA

7,250

NA

Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

28,400

100.0

%

28,400

100.0

%

Adjusted PPNR

$

195,686

$

201,918

(3.1

)%

$

376,980

$

392,050

(3.8

)%

Three months ended

Six months ended

June 30, 2024

March 31, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Net interest margin

3.14 %

3.04 %

3.20 %

3.09 %

3.30 %

Efficiency ratio

74.04 %

56.61 %

43.26 %

64.65 %

47.52 %

Return on average assets

0.41 %

1.00 %

1.71 %

0.70 %

1.49 %

Return on average tangible common equity (TCE)

4.90 %

12.11 %

21.06 %

8.48 %

18.33 %

Average loan to deposit ratio

84.95 %

84.73 %

84.94 %

84.84 %

84.47 %

  • Net interest income for the second quarter of 2024 was $332.3 million, compared to $318.0 million for the first quarter of 2024 and $315.4 million for the second quarter of 2023, a year-over-year growth rate of 5.3 percent. Net interest margin was 3.14 percent for the second quarter of 2024, compared to 3.04 percent for the first quarter of 2024 and 3.20 percent for the second quarter of 2023.

Noninterest income for the second quarter of 2024 was $34.3 million compared to $110.1 million for the first quarter of 2024 and $173.8 million for the second quarter of 2023.

Three months ended

Linked-quarter Annualized % Change

Three months ended

Yr-over-Yr

% Change

(dollars in thousands)

June 30, 2024

March 31, 2024

June 30, 2023

Noninterest income

$

34,288

$

110,103

>(100.0%)

$

173,839

(80.3

)%

Less:

Investment losses on sales of securities, net

72,103

100.0

%

9,961

>100%

Gain on the sale of fixed assets as a result of sale leaseback

%

(85,692

)

(100.0

)%

Recognition of mortgage servicing asset

(11,812

)

(100.0

)%

%

Adjusted noninterest income

$

106,391

$

98,291

33.0

%

$

98,108

8.4

%

  • Wealth management revenues, which include investment, trust and insurance services, were $27.8 million for the second quarter of 2024, compared to $26.0 million for the first quarter of 2024 and $24.1 million for the second quarter of 2023, a year-over-year increase of 15.4 percent. The increase in wealth management revenues was attributable to several factors, but primarily is the result of an increase in capacity with more revenue producers and the placement of those producers in the areas of the firm's most recent strategic market expansions.
  • During the second quarter of 2024, net gains from mortgage loans sold were $3.3 million, compared to $2.9 million in the first quarter of 2024 and $1.6 million in the second quarter of 2023. Similar to wealth management, the increase in mortgage fee income was primarily attributable to increases in capacity with more originators in Pinnacle's newer strategic market expansions.
  • Income from the firm's investment in Banker's Healthcare Group (BHG) was $18.7 million for the second quarter of 2024, compared to $16.0 million for the first quarter of 2024 and $26.9 million for the second quarter of 2023, a year-over-year decline of 30.6 percent.
    • BHG's loan originations increased to $871 million in the second quarter of 2024, compared to $692 million in the first quarter of 2024 and $1.1 billion in the second quarter of 2023.
    • Loans sold to BHG's community bank partners were approximately $467 million in the second quarter of 2024, compared to approximately $533 million in the first quarter of 2024 and $523 million in the second quarter of 2023.
    • BHG reserves for on-balance sheet loan losses were $271 million, or 9.9 percent of loans held for investment at June 30, 2024, compared to 10.3 percent at March 31, 2024 and 6.0 percent at June 30, 2023. The year-over-year increase in reserves as a percentage of loans held for investment was impacted by BHG's adoption of lifetime credit losses associated with its implementation of the current expected credit loss (CECL) methodology on Oct. 1, 2023.
    • BHG increased its accrual for estimated losses attributable to loan substitutions and prepayments to $415 million, or 5.9 percent of the unpaid loan balances that were previously purchased by BHG's community bank network, at June 30, 2024, compared to $391 million, or 5.7 percent, at March 31, 2024 and $369 million, or 5.9 percent, at June 30, 2023.
  • Other noninterest income was $41.8 million for the quarter ended June 30, 2024, a decline of $9.9 million between the second quarter of 2024 and the first quarter of 2024 and an increase of $8.4 million from the second quarter of 2023. Positively impacting other noninterest income in the first quarter of 2024 was approximately $11.8 million associated with the recognition of the Freddie Mac Small Business Lending mortgage servicing asset.

Noninterest expense for the second quarter of 2024 was $271.4 million compared to $242.4 million for the first quarter of 2024 and $211.6 million for the second quarter of 2023.

Three months ended

Linked-quarter Annualized % Change

Three months ended

Yr-over-Yr

% Change

(dollars in thousands)

June 30, 2024

March 31, 2024

June 30, 2023

Noninterest expense

$

271,389

$

242,365

47.9

%

$

211,641

28.2

%

Less:

ORE expense

22

84

NM

58

(62.1

)%

FDIC special assessment

7,250

(100.0

)%

%

Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

28,400

100.0

%

100.0

%

Adjusted noninterest expense

$

242,967

$

235,031

13.5

%

$

211,583

14.8

%

  • Salaries and employee benefits were $150.1 million in the second quarter of 2024, compared to $146.0 million in the first quarter of 2024 and $132.4 million in the second quarter of 2023, reflecting a year-over-year increase of 13.3 percent.
    • Full-time equivalent associates increased to 3,469.0 at June 30, 2024 from 3,386.5 at March 31, 2024 and 3,309.0 at June 30, 2023, a year-over-year increase of 4.8 percent.
    • Cash and equity incentive costs in the second quarter of 2024 were approximately $4.3 million higher than the first quarter of 2024 and $4.8 million higher than the amounts recorded in the second quarter of 2023.
  • Equipment and occupancy costs were $41.0 million in the second quarter of 2024, compared to $39.6 million in the first quarter of 2024, reflecting an increase of 3.5 percent, and $33.7 million in the second quarter of 2023, reflecting a year-over-year increase of 21.7 percent. Comparing the second quarter of 2024 to the second quarter of 2023, several factors contributed to the increase of equipment and occupancy costs, including new equipment and facilities, rent escalators on various properties and the previously disclosed sale-leaseback transaction executed in the second quarter of 2023.
  • Noninterest expense categories, other than those specifically noted above, were $80.2 million in the second quarter of 2024, compared to $56.7 million in the first quarter of 2024, reflecting an increase of 41.5 percent, and $45.5 million in the second quarter of 2023, reflecting a year-over-year increase of 76.4 percent. Primarily impacting the quarterly changes in other noninterest expense between the first and second quarters of 2024 was the impact of the $28.4 million in fees paid to terminate the resell agreement and professional fees incurred in connection with the capital optimization initiatives described elsewhere in this release.

"During the second quarter, while our net interest margin expanded to 3.14 percent, we anticipate continued margin expansion for the remainder of 2024," said Harold R. Carpenter, Pinnacle's Chief Financial Officer. "Second quarter net interest margin expansion was the direct result of an intense focus on obtaining appropriate pricing on new and renewing loans, stability of our noninterest bearing deposit balances, and our relationship managers working extremely hard to keep our deposit pricing well contained during the quarter.

"We are very excited about our core fee performance during the second quarter. Second quarter fee growth in nearly every core fee category, including, but not limited to service charges, wealth management and mortgage, exceeded double-digit growth in comparison to the second quarter of 2023. BHG also had another strong quarter as their contribution was up approximately $2.7 million from the first quarter. At this time, we are anticipating the quarterly run rate for BHG's contribution to be fairly consistent with their second quarter contribution for the remainder of 2024.

"Our expense results for the second quarter are generally consistent with where we thought we would be excluding the costs of the balance sheet restructuring and capital optimization initiatives. That said, we are seeing strong hiring across our franchise, particularly in our newer markets and, in most cases, more favorable results than we anticipated. Given our outlook for the remainder of the year, we are increasing our accrual for annual cash incentive plan payouts to approximately 85 percent of target level payouts as of the end of the second quarter."

CAPITAL, SOUNDNESS AND TAXES:

As of

June 30, 2024

December 31,
2023

June 30, 2023

Shareholders' equity to total assets

12.5

%

12.6

%

12.5

%

Tangible common equity to tangible assets

8.6

%

8.6

%

8.3

%

Book value per common share

$

77.15

$

75.80

$

73.32

Tangible book value per common share

$

52.92

$

51.38

$

48.85

Annualized net loan charge-offs to avg. loans (1)

0.27

%

0.17

%

0.13

%

Nonperforming assets to total loans, ORE and other nonperforming assets (NPAs)

0.30

%

0.27

%

0.15

%

Classified asset ratio (Pinnacle Bank) (2)

3.99

%

5.22

%

3.32

%

Construction and land development loans as a percentage of total capital (3)

72.90

%

84.20

%

84.50

%

Construction and land development, non-owner occupied commercial real estate and multi-family loans as a percentage of total capital (3)

254.00

%

259.00

%

256.70

%

Allowance for credit losses (ACL) to total loans

1.13

%

1.08

%

1.08

%

(1): Annualized net loan charge-offs to average loans ratios are computed by annualizing quarterly net loan charge-offs and dividing the result by average loans for the quarter.

(2): Classified assets as a percentage of Tier 1 capital plus allowance for credit losses.

(3): Calculated using the same guidelines as are used in the Federal Financial Institutions Examination Council's Uniform Bank Performance Report.

"Net charge-offs to average loans for the second quarter of 2024 were 0.27 percent, compared to 0.20 percent in the prior quarter," Carpenter said. "Net charge-offs increased in the second quarter primarily due to the continued deterioration of the value of the underlying collateral of an owner-occupied commercial real estate loan. In light of these matters, our special assets officers determined it was time to exit the borrower. This resulted in a charge-off of $10.3 million which was recognized in the second quarter. Most of our other key asset quality metrics continue to be better than longer-term historical levels as we experienced a decrease in nonperforming loans in relation to total loans at June 30, 2024 and experienced overall improvement in past dues, classified assets and potential problem loans ratios.

"Our effective tax rate for the first six months of 2024 was 18.1 percent. Excluding adjustments noted above and other tax benefits, the effective tax rate would have approximated 19.6 percent for the first six months of 2024, which is consistent with our historical run rates.

"Also, we are reporting an increase in book value per common share during the quarter from $76.23 to $77.15, an annualized linked-quarter increase of 4.8 percent and an increase in tangible book value per common share from $51.98 at March 31, 2024 to $52.92 at June 30, 2024, an annualized linked-quarter increase of 7.2 percent. Additionally, even after considering the securities losses, termination fees associated with terminating the resell agreement and transaction expenses associated with the capital optimization initiatives, the firm's common equity Tier one risk-based capital ratio increased from 10.4 percent at March 31, 2024 to 10.7 percent at June 30, 2024 which we also consider a great accomplishment."

BOARD OF DIRECTORS DECLARES DIVIDENDS

On July 16, 2024, Pinnacle Financial's Board of Directors approved a quarterly cash dividend of $0.22 per common share to be paid on Aug. 30, 2024 to common shareholders of record as of the close of business on Aug. 2, 2024. Additionally, the Board of Directors approved a quarterly cash dividend of approximately $3.8 million, or $16.88 per share (or $0.422 per depositary share), on Pinnacle Financial's 6.75 percent Series B Non-Cumulative Perpetual Preferred Stock payable on Sept. 1, 2024 to shareholders of record at the close of business on Aug. 17, 2024. The amount and timing of any future dividend payments to both preferred and common shareholders will be subject to the approval of Pinnacle's Board of Directors.

WEBCAST AND CONFERENCE CALL INFORMATION

Pinnacle will host a webcast and conference call at 8:30 a.m. CDT on July 17, 2024, to discuss second quarter 2024 results and other matters. To access the call for audio only, please call 1-877-209-7255. For the presentation and streaming audio, please access the webcast on the investor relations page of Pinnacle's website at www.pnfp.com.

For those unable to participate in the webcast, it will be archived on the investor relations page of Pinnacle's website at www.pnfp.com for 90 days following the presentation.

Pinnacle Financial Partners provides a full range of banking, investment, trust, mortgage and insurance products and services designed for businesses and their owners and individuals interested in a comprehensive relationship with their financial institution. The firm is the No. 1 and fastest growing bank in the Nashville-Murfreesboro-Franklin MSA, according to June 30, 2023 deposit data from the FDIC. Pinnacle is No. 11 on the 2024 list of 100 Best Companies to Work For® in the U.S., its eighth consecutive appearance and was recognized by American Banker as one of America's Best Banks to Work For 11 years in a row and No. 1 among banks with more than $10 billion in assets in 2023.

Pinnacle Bank owns a 49 percent interest in Bankers Healthcare Group (BHG), which provides innovative, hassle-free financial solutions to healthcare practitioners and other professionals. Great Place to Work and FORTUNE ranked BHG No. 4 on its 2021 list of Best Workplaces in New York State in the small/medium business category.

The firm began operations in a single location in downtown Nashville, TN in October 2000 and has since grown to approximately $49.4 billion in assets as of June 30, 2024. As the second-largest bank holding company in Tennessee, Pinnacle operates in several primarily urban markets across the Southeast.

Additional information concerning Pinnacle, which is included in the Nasdaq Financial-100 Index, can be accessed at www.pnfp.com.

Forward-Looking Statements

All statements, other than statements of historical fact, included in this press release, 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 21E of the Securities Exchange Act of 1934. The words "expect," "anticipate," "intend," "may," "should," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, including, but not limited to: (i) deterioration in the financial condition of borrowers of Pinnacle Bank and its subsidiaries or BHG, including as a result of persistent elevated interest rates, the negative impact of inflationary pressures and challenging economic conditions on our and BHG's customers and their businesses, resulting in significant increases in loan losses and provisions for those losses and, in the case of BHG, substitutions; (ii) fluctuations or differences in interest rates on loans or deposits from those that Pinnacle Financial is modeling or anticipating, including as a result of Pinnacle Bank's inability to better match deposit rates with the changes in the short-term rate environment, or that affect the yield curve; (iii) the sale of investment securities in a loss position before their value recovers, including as a result of asset liability management strategies or in response to liquidity needs; (iv) adverse conditions in the national or local economies including in Pinnacle Financial's markets throughout the Southeast region of the United States, particularly in commercial and residential real estate markets; (v) the inability of Pinnacle Financial, or entities in which it has significant investments, like BHG, to maintain the long-term historical growth rate of its, or such entities', loan portfolio; (vi) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits, including during times when Pinnacle Bank is seeking to limit the rates it pays on deposits or uncertainty exists in the financial services sector; (vii) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (viii) effectiveness of Pinnacle Financial's asset management activities in improving, resolving or liquidating lower-quality assets; (ix) the impact of competition with other financial institutions, including pricing pressures and the resulting impact on Pinnacle Financial’s results, including as a result of the negative impact to net interest margin from rising deposit and other funding costs; (x) the results of regulatory examinations of Pinnacle Financial, Pinnacle Bank or BHG, or companies with whom they do business; (xi) BHG's ability to profitably grow its business and successfully execute on its business plans; (xii) risks of expansion into new geographic or product markets; (xiii) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including goodwill or other intangible assets; (xiv) the ineffectiveness of Pinnacle Bank's hedging strategies, or the unexpected counterparty failure or hedge failure of the underlying hedges; (xv) reduced ability to attract additional financial advisors (or failure of such advisors to cause their clients to switch to Pinnacle Bank), to retain financial advisors (including as a result of the competitive environment for associates) or otherwise to attract customers from other financial institutions; (xvi) deterioration in the valuation of other real estate owned and increased expenses associated therewith; (xvii) inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies, required capital maintenance levels or regulatory requests or directives, particularly if Pinnacle Bank's level of applicable commercial real estate loans were to exceed percentage levels of total capital in guidelines recommended by its regulators; (xviii) approval of the declaration of any dividend by Pinnacle Financial's board of directors; (xix) the vulnerability of Pinnacle Bank's network and online banking portals, and the systems of parties with whom Pinnacle Bank contracts, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches; (xx) the possibility of increased compliance and operational costs as a result of increased regulatory oversight (including by the Consumer Financial Protection Bureau), including oversight of companies in which Pinnacle Financial or Pinnacle Bank have significant investments, like BHG, and the development of additional banking products for Pinnacle Bank's corporate and consumer clients; (xxi) Pinnacle Financial's ability to identify potential candidates for, consummate, and achieve synergies from, potential future acquisitions; (xxii) difficulties and delays in integrating acquired businesses or fully realizing costs savings and other benefits from acquisitions; (xxiii) the risks associated with Pinnacle Bank being a minority investor in BHG, including the risk that the owners of a majority of the equity interests in BHG decide to sell the company or all or a portion of their ownership interests in BHG (triggering a similar sale by Pinnacle Bank); (xxiv) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or legislative developments; (xxv) fluctuations in the valuations of Pinnacle Financial's equity investments and the ultimate success of such investments; (xxvi) the availability of and access to capital; (xxvii) adverse results (including costs, fines, reputational harm, inability to obtain necessary approvals and/or other negative effects) from current or future litigation, regulatory examinations or other legal and/or regulatory actions involving Pinnacle Financial, Pinnacle Bank or BHG; and (xxviii) general competitive, economic, political and market conditions. Additional factors which could affect the forward looking statements can be found in Pinnacle Financial's Annual Report on Form 10-K for the year ended December 31, 2023, and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC and available on the SEC's website at http://www.sec.gov. Pinnacle Financial disclaims any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Matters

This release 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 expense, noninterest income and the ratio of noninterest expense to average assets, excluding in certain instances the impact of expenses related to other real estate owned, gains or losses on sale of investment securities, gains associated with the sale-leaseback transaction completed in the second quarter of 2023, losses on the restructuring of certain bank owned life insurance (BOLI) contracts, charges related to the FDIC special assessment, income associated with the recognition of a mortgage servicing asset in the first quarter of 2024, fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives in the second quarter of 2024 and other matters for the accounting periods presented. This release may also contain certain other non-GAAP capital ratios and performance measures that exclude the impact of goodwill and core deposit intangibles associated with Pinnacle Financial's acquisitions of BNC, Avenue Bank, Magna Bank, CapitalMark Bank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other acquisitions which collectively are less material to the non-GAAP measure as well as the impact of Pinnacle Financial's Series B Preferred Stock. The presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Because non-GAAP financial measures presented in this release are not measurements determined in accordance with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies.

Pinnacle Financial believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because intangible assets such as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of this information allows investors to more easily compare Pinnacle Financial's results to the results of other companies. Pinnacle Financial's management utilizes this non-GAAP financial information to compare Pinnacle Financial's operating performance for 2024 versus certain periods in 2023 and to internally prepared projections.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS – UNAUDITED

(dollars in thousands, except for share and per share data)

June 30, 2024

December 31, 2023

June 30, 2023

ASSETS

Cash and noninterest-bearing due from banks

$

219,110

$

228,620

$

447,216

Restricted cash

50,924

86,873

22,567

Interest-bearing due from banks

2,107,883

1,914,856

3,363,348

Cash and cash equivalents

2,377,917

2,230,349

3,833,131

Securities purchased with agreement to resell

71,903

558,009

507,235

Securities available-for-sale, at fair value

4,908,967

4,317,530

3,591,280

Securities held-to-maturity (fair value of $2.7 billion, $2.8 billion, and $2.7 billion, net of allowance for credit losses of $1.7 million, $1.7 million, and $1.7 million at June 30, 2024, Dec. 31, 2023, and June 30, 2023, respectively)

2,973,924

3,006,357

3,032,177

Consumer loans held-for-sale

187,154

104,217

85,981

Commercial loans held-for-sale

16,046

9,280

22,713

Loans

33,769,150

32,676,091

31,153,290

Less allowance for credit losses

(381,601

)

(353,055

)

(337,459

)

Loans, net

33,387,549

32,323,036

30,815,831

Premises and equipment, net

282,775

256,877

244,853

Equity method investment

433,073

445,223

461,596

Accrued interest receivable

220,232

217,491

164,854

Goodwill

1,846,973

1,846,973

1,846,973

Core deposits and other intangible assets

24,313

27,465

30,981

Other real estate owned

2,636

3,937

2,555

Other assets

2,633,507

2,613,139

2,235,822

Total assets

$

49,366,969

$

47,959,883

$

46,875,982

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits:

Noninterest-bearing

$

7,932,882

$

7,906,502

$

8,436,799

Interest-bearing

12,600,723

11,365,349

10,433,361

Savings and money market accounts

14,437,407

14,427,206

13,645,849

Time

4,799,368

4,840,753

5,206,652

Total deposits

39,770,380

38,539,810

37,722,661

Securities sold under agreements to repurchase

220,885

209,489

163,774

Federal Home Loan Bank advances

2,110,885

2,138,169

2,200,917

Subordinated debt and other borrowings

425,380

424,938

424,497

Accrued interest payable

58,881

66,967

53,854

Other liabilities

605,890

544,722

466,520

Total liabilities

43,192,301

41,924,095

41,032,223

Preferred stock, no par value, 10.0 million shares authorized; 225,000 shares non-cumulative perpetual preferred stock, Series B, liquidation preference $225.0 million, issued and outstanding at June 30, 2024, Dec. 31, 2023, and June 30, 2023, respectively

217,126

217,126

217,126

Common stock, par value $1.00; 180.0 million shares authorized; 77.2 million, 76.8 million and 76.7 million shares issued and outstanding at June 30, 2024, Dec. 31, 2023, and June 30, 2023, respectively

77,217

76,767

76,740

Additional paid-in capital

3,110,993

3,109,493

3,087,967

Retained earnings

2,919,923

2,784,927

2,634,315

Accumulated other comprehensive loss, net of taxes

(150,591

)

(152,525

)

(172,389

)

Total shareholders' equity

6,174,668

6,035,788

5,843,759

Total liabilities and shareholders' equity

$

49,366,969

$

47,959,883

$

46,875,982

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED

(dollars in thousands, except for share and per share data)

Three months ended

Six months ended

June 30, 2024

March 31, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Interest income:

Loans, including fees

$

551,659

$

541,199

$

478,896

$

1,092,858

$

910,798

Securities

Taxable

51,578

44,470

31,967

96,048

61,325

Tax-exempt

24,372

24,600

24,603

48,972

48,405

Federal funds sold and other

40,781

40,214

39,773

80,995

60,750

Total interest income

668,390

650,483

575,239

1,318,873

1,081,278

Interest expense:

Deposits

304,449

300,968

228,668

605,417

405,257

Securities sold under agreements to repurchase

1,316

1,399

783

2,715

1,378

FHLB advances and other borrowings

30,363

30,082

30,395

60,445

47,019

Total interest expense

336,128

332,449

259,846

668,577

453,654

Net interest income

332,262

318,034

315,393

650,296

627,624

Provision for credit losses

30,159

34,497

31,689

64,656

50,456

Net interest income after provision for credit losses

302,103

283,537

283,704

585,640

577,168

Noninterest income:

Service charges on deposit accounts

14,563

13,439

12,180

28,002

23,898

Investment services

15,720

14,751

14,174

30,471

25,769

Insurance sales commissions

3,715

3,852

3,252

7,567

7,716

Gains on mortgage loans sold, net

3,270

2,879

1,567

6,149

3,620

Investment losses on sales, net

(72,103

)

(9,961

)

(72,103

)

(9,961

)

Trust fees

8,323

7,415

6,627

15,738

13,056

Income from equity method investment

18,688

16,035

26,924

34,723

46,003

Gain on sale of fixed assets

325

58

85,724

383

85,859

Other noninterest income

41,787

51,674

33,352

93,461

67,408

Total noninterest income

34,288

110,103

173,839

144,391

263,368

Noninterest expense:

Salaries and employee benefits

150,117

146,010

132,443

296,127

268,151

Equipment and occupancy

41,036

39,646

33,706

80,682

64,059

Other real estate, net

22

84

58

106

157

Marketing and other business development

6,776

6,125

5,664

12,901

11,606

Postage and supplies

3,135

2,771

2,863

5,906

5,682

Amortization of intangibles

1,568

1,584

1,780

3,152

3,574

Other noninterest expense

68,735

46,145

35,127

114,880

70,139

Total noninterest expense

271,389

242,365

211,641

513,754

423,368

Income before income taxes

65,002

151,275

245,902

216,277

417,168

Income tax expense

11,840

27,331

48,603

39,171

82,598

Net income

53,162

123,944

197,299

177,106

334,570

Preferred stock dividends

(3,798

)

(3,798

)

(3,798

)

(7,596

)

(7,596

)

Net income available to common shareholders

$

49,364

$

120,146

$

193,501

$

169,510

$

326,974

Per share information:

Basic net income per common share

$

0.65

$

1.58

$

2.55

$

2.22

$

4.30

Diluted net income per common share

$

0.64

$

1.57

$

2.54

$

2.21

$

4.30

Weighted average common shares outstanding:

Basic

76,506,121

76,278,453

76,030,081

76,392,287

75,975,982

Diluted

76,644,227

76,428,885

76,090,321

76,531,419

76,061,883

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

(dollars and shares in thousands)

Preferred

Stock

Amount

Common Stock

Additional Paid-in Capital

Retained Earnings

Accumulated Other Comp. Income (Loss), net

Total Shareholders' Equity

Shares

Amounts

Balance at December 31, 2022

$

217,126

76,454

$

76,454

$

3,074,867

$

2,341,706

$

(190,761

)

$

5,519,392

Exercise of employee common stock options & related tax benefits

40

40

931

971

Preferred dividends paid ($33.76 per share)

(7,596

)

(7,596

)

Common dividends paid ($0.44 per share)

(34,365

)

(34,365

)

Issuance of restricted common shares, net of forfeitures

200

200

(200

)

Restricted shares withheld for taxes & related tax benefits

(47

)

(47

)

(3,345

)

(3,392

)

Issuance of common stock pursuant to restricted stock unit (RSU) and performance stock unit (PSU) agreements, net of shares withheld for taxes & related tax benefits

93

93

(3,738

)

(3,645

)

Compensation expense for restricted shares & performance stock units

19,452

19,452

Net income

334,570

334,570

Other comprehensive gain

18,372

18,372

Balance at June 30, 2023

$

217,126

76,740

$

76,740

$

3,087,967

$

2,634,315

$

(172,389

)

$

5,843,759

Balance at December 31, 2023

$

217,126

76,767

$

76,767

$

3,109,493

$

2,784,927

$

(152,525

)

$

6,035,788

Preferred dividends paid ($33.76 per share)

(7,596

)

(7,596

)

Common dividends paid ($0.44 per share)

(34,514

)

(34,514

)

Issuance of restricted common shares, net of forfeitures

194

194

(194

)

Restricted shares withheld for taxes & related tax benefits

(55

)

(55

)

(4,529

)

(4,584

)

Issuance of common stock pursuant to RSU and PSU agreements, net of shares withheld for taxes & related tax benefits

311

311

(14,739

)

(14,428

)

Compensation expense for restricted shares & performance stock units

20,962

20,962

Net income

177,106

177,106

Other comprehensive gain

1,934

1,934

Balance at June 30, 2024

$

217,126

77,217

$

77,217

$

3,110,993

$

2,919,923

$

(150,591

)

$

6,174,668

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

(dollars in thousands)

June

March

December

September

June

March

2024

2024

2023

2023

2023

2023

Balance sheet data, at quarter end:

Commercial and industrial loans

$

12,328,622

11,893,198

11,666,691

11,307,611

10,983,911

10,723,327

Commercial real estate - owner occupied loans

4,217,351

4,044,973

4,044,896

3,944,616

3,845,359

3,686,796

Commercial real estate - investment loans

5,998,326

6,138,711

5,929,595

5,957,426

5,682,652

5,556,484

Commercial real estate - multifamily and other loans

2,185,858

1,924,931

1,605,899

1,490,184

1,488,236

1,331,249

Consumer real estate - mortgage loans

4,874,846

4,828,416

4,851,531

4,768,780

4,692,673

4,531,285

Construction and land development loans

3,621,563

3,818,334

4,041,081

3,942,143

3,904,774

3,909,024

Consumer and other loans

542,584

514,310

536,398

532,524

555,685

559,706

Total loans

33,769,150

33,162,873

32,676,091

31,943,284

31,153,290

30,297,871

Allowance for credit losses

(381,601

)

(371,337

)

(353,055

)

(346,192

)

(337,459

)

(313,841

)

Securities

7,882,891

7,371,847

7,323,887

6,882,276

6,623,457

6,878,831

Total assets

49,366,969

48,894,196

47,959,883

47,523,790

46,875,982

45,119,587

Noninterest-bearing deposits

7,932,882

7,958,739

7,906,502

8,324,325

8,436,799

9,018,439

Total deposits

39,770,380

39,402,025

38,539,810

38,295,809

37,722,661

36,178,553

Securities sold under agreements to repurchase

220,885

201,418

209,489

195,999

163,774

149,777

FHLB advances

2,110,885

2,116,417

2,138,169

2,110,598

2,200,917

2,166,508

Subordinated debt and other borrowings

425,380

425,159

424,938

424,718

424,497

424,276

Total shareholders' equity

6,174,668

6,103,851

6,035,788

5,837,641

5,843,759

5,684,128

Balance sheet data, quarterly averages:

Total loans

$

33,516,804

33,041,954

32,371,506

31,529,854

30,882,205

29,633,640

Securities

7,322,588

7,307,201

6,967,488

6,801,285

6,722,247

6,765,126

Federal funds sold and other

3,268,307

3,274,062

3,615,908

4,292,956

3,350,705

2,100,757

Total earning assets

44,107,699

43,623,217

42,954,902

42,624,095

40,955,157

38,499,523

Total assets

48,754,091

48,311,260

47,668,519

47,266,199

45,411,961

42,983,854

Noninterest-bearing deposits

8,000,159

7,962,217

8,342,572

8,515,733

8,599,781

9,332,317

Total deposits

39,453,828

38,995,709

38,515,560

38,078,665

36,355,859

35,291,775

Securities sold under agreements to repurchase

213,252

210,888

202,601

184,681

162,429

219,082

FHLB advances

2,106,786

2,214,489

2,112,809

2,132,638

2,352,045

1,130,356

Subordinated debt and other borrowings

427,256

428,281

426,999

426,855

426,712

426,564

Total shareholders' equity

6,138,722

6,082,616

5,889,075

5,898,196

5,782,239

5,605,604

Statement of operations data, for the three months ended:

Interest income

$

668,390

650,483

644,796

627,294

575,239

506,039

Interest expense

336,128

332,449

327,544

310,052

259,846

193,808

Net interest income

332,262

318,034

317,252

317,242

315,393

312,231

Provision for credit losses

30,159

34,497

16,314

26,826

31,689

18,767

Net interest income after provision for credit losses

302,103

283,537

300,938

290,416

283,704

293,464

Noninterest income

34,288

110,103

79,088

90,797

173,839

89,529

Noninterest expense

271,389

242,365

251,168

213,233

211,641

211,727

Income before income taxes

65,002

151,275

128,858

167,980

245,902

171,266

Income tax expense

11,840

27,331

33,879

35,377

48,603

33,995

Net income

53,162

123,944

94,979

132,603

197,299

137,271

Preferred stock dividends

(3,798

)

(3,798

)

(3,798

)

(3,798

)

(3,798

)

(3,798

)

Net income available to common shareholders

$

49,364

120,146

91,181

128,805

193,501

133,473

Profitability and other ratios:

Return on avg. assets (1)

0.41

%

1.00

%

0.76

%

1.08

%

1.71

%

1.26

%

Return on avg. equity (1)

3.23

%

7.94

%

6.14

%

8.66

%

13.42

%

9.66

%

Return on avg. common equity (1)

3.35

%

8.24

%

6.38

%

9.00

%

13.95

%

10.05

%

Return on avg. tangible common equity (1)

4.90

%

12.11

%

9.53

%

13.43

%

21.06

%

15.43

%

Common stock dividend payout ratio (14)

17.29

%

12.59

%

12.26

%

11.35

%

11.04

%

12.07

%

Net interest margin (2)

3.14

%

3.04

%

3.06

%

3.06

%

3.20

%

3.40

%

Noninterest income to total revenue (3)

9.35

%

25.72

%

19.95

%

22.25

%

35.53

%

22.28

%

Noninterest income to avg. assets (1)

0.28

%

0.92

%

0.66

%

0.76

%

1.54

%

0.84

%

Noninterest exp. to avg. assets (1)

2.24

%

2.02

%

2.09

%

1.79

%

1.87

%

2.00

%

Efficiency ratio (4)

74.04

%

56.61

%

63.37

%

52.26

%

43.26

%

52.70

%

Avg. loans to avg. deposits

84.95

%

84.73

%

84.05

%

82.80

%

84.94

%

83.97

%

Securities to total assets

15.97

%

15.08

%

15.27

%

14.48

%

14.13

%

15.25

%

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED

(dollars in thousands)

Three months ended

Three months ended

June 30, 2024

June 30, 2023

Average Balances

Interest

Rates/ Yields

Average Balances

Interest

Rates/ Yields

Interest-earning assets

Loans (1) (2)

$

33,516,804

$

551,659

6.71

%

$

30,882,205

$

478,896

6.30

%

Securities

Taxable

4,085,859

51,578

5.08

%

3,394,507

31,967

3.78

%

Tax-exempt (2)

3,236,729

24,372

3.61

%

3,327,740

24,603

3.54

%

Interest-bearing due from banks

2,541,394

33,607

5.32

%

2,597,020

33,234

5.13

%

Resell agreements

476,435

3,641

3.07

%

509,694

3,374

2.65

%

Federal funds sold

%

%

Other

250,478

3,533

5.67

%

243,991

3,165

5.20

%

Total interest-earning assets

44,107,699

$

668,390

6.20

%

40,955,157

$

575,239

5.74

%

Nonearning assets

Intangible assets

1,872,282

1,879,108

Other nonearning assets

2,774,110

2,577,696

Total assets

$

48,754,091

$

45,411,961

Interest-bearing liabilities

Interest-bearing deposits:

Interest checking

12,118,160

118,785

3.94

%

9,361,316

75,815

3.25

%

Savings and money market

14,659,713

134,399

3.69

%

13,684,536

110,024

3.22

%

Time

4,675,796

51,265

4.41

%

4,710,226

42,829

3.65

%

Total interest-bearing deposits

31,453,669

304,449

3.89

%

27,756,078

228,668

3.30

%

Securities sold under agreements to repurchase

213,252

1,316

2.48

%

162,429

783

1.93

%

Federal Home Loan Bank advances

2,106,786

24,395

4.66

%

2,352,045

24,603

4.20

%

Subordinated debt and other borrowings

427,256

5,968

5.62

%

426,712

5,792

5.44

%

Total interest-bearing liabilities

34,200,963

336,128

3.95

%

30,697,264

259,846

3.40

%

Noninterest-bearing deposits

8,000,159

8,599,781

Total deposits and interest-bearing liabilities

42,201,122

$

336,128

3.20

%

39,297,045

$

259,846

2.65

%

Other liabilities

414,247

332,677

Shareholders' equity

6,138,722

5,782,239

Total liabilities and shareholders' equity

$

48,754,091

$

45,411,961

Netinterestincome

$

332,262

$

315,393

Net interest spread (3)

2.25

%

2.35

%

Net interest margin (4)

3.14

%

3.20

%

(1) Average balances of nonperforming loans are included in the above amounts.

(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $11.9 million of taxable equivalent income for the three months ended June 30, 2024 compared to $11.2 million for the three months ended June 30, 2023. 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 three months ended June 30, 2024 would have been 3.00% compared to a net interest spread of 3.09% for the three months ended June 30, 2023.

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

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED

(dollars in thousands)

Six months ended

Six months ended

June 30, 2024

June 30, 2023

Average Balances

Interest

Rates/ Yields

Average Balances

Interest

Rates/ Yields

Interest-earning assets

Loans (1) (2)

$

33,279,379

$

1,092,858

6.69

%

$

30,261,372

$

910,798

6.15

%

Securities

Taxable

4,002,696

96,048

4.83

%

3,451,410

61,325

3.58

%

Tax-exempt (2)

3,312,198

48,972

3.54

%

3,292,158

48,405

3.54

%

Interest-bearing due from banks

2,509,097

66,359

5.32

%

1,998,083

49,166

4.96

%

Resell agreements

510,111

7,499

2.96

%

511,169

6,703

2.64

%

Federal funds sold

%

%

Other

251,976

7,137

5.70

%

219,932

4,881

4.48

%

Total interest-earning assets

43,865,457

$

1,318,873

6.15

%

39,734,124

$

1,081,278

5.60

%

Nonearning assets

Intangible assets

1,873,076

1,879,994

Other nonearning assets

2,794,141

2,590,548

Total assets

$

48,532,674

$

44,204,666

Interest-bearing liabilities

Interest-bearing deposits:

Interest checking

11,842,966

231,513

3.93

%

8,581,899

128,289

3.01

%

Savings and money market

14,634,200

269,151

3.70

%

14,029,351

207,543

2.98

%

Time

4,766,414

104,753

4.42

%

4,251,481

69,425

3.29

%

Total interest-bearing deposits

31,243,580

605,417

3.90

%

26,862,731

405,257

3.04

%

Securities sold under agreements to repurchase

212,070

2,715

2.57

%

190,599

1,378

1.46

%

Federal Home Loan Bank advances

2,160,637

48,515

4.52

%

1,744,575

35,574

4.11

%

Subordinated debt and other borrowings

427,768

11,930

5.61

%

426,638

11,445

5.41

%

Total interest-bearing liabilities

34,044,055

668,577

3.95

%

29,224,543

453,654

3.13

%

Noninterest-bearing deposits

7,981,188

8,964,026

Total deposits and interest-bearing liabilities

42,025,243

$

668,577

3.20

%

38,188,569

$

453,654

2.40

%

Other liabilities

396,762

321,637

Shareholders' equity

6,110,669

5,694,460

Total liabilities and shareholders' equity

$

48,532,674

$

44,204,666

Netinterestincome

$

650,296

$

627,624

Net interest spread (3)

2.21

%

2.47

%

Net interest margin (4)

3.09

%

3.30

%

(1) Average balances of nonperforming loans are included in the above amounts.

(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $23.7 million of taxable equivalent income for the six months ended June 30, 2024 compared to $22.1 million for the six months ended June 30, 2023. 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 six months ended June 30, 2024 would have been 2.96% compared to a net interest spread of 3.20% for the six months ended June 30, 2023.

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

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

(dollars in thousands)

June

March

December

September

June

March

2024

2024

2023

2023

2023

2023

Asset quality information and ratios:

Nonperforming assets:

Nonaccrual loans

$

97,649

108,325

82,288

42,950

44,289

36,988

ORE and other nonperforming assets (NPAs)

2,760

2,766

4,347

3,019

3,105

7,802

Total nonperforming assets

$

100,409

111,091

86,635

45,969

47,394

44,790

Past due loans over 90 days and still accruing interest

$

4,057

5,273

6,004

4,969

5,257

5,284

Accruing purchase credit deteriorated loans

$

6,021

6,222

6,501

7,010

7,415

7,684

Net loan charge-offs

$

22,895

16,215

13,451

18,093

9,771

7,291

Allowance for credit losses to nonaccrual loans

390.8

%

342.8

%

429.0

%

806.0

%

762.0

%

848.5

%

As a percentage of total loans:

Past due accruing loans over 30 days

0.16

%

0.17

%

0.23

%

0.16

%

0.14

%

0.14

%

Potential problem loans

0.18

%

0.28

%

0.39

%

0.42

%

0.32

%

0.22

%

Allowance for credit losses

1.13

%

1.12

%

1.08

%

1.08

%

1.08

%

1.04

%

Nonperforming assets to total loans, ORE and other NPAs

0.30

%

0.33

%

0.27

%

0.14

%

0.15

%

0.15

%

Classified asset ratio (Pinnacle Bank) (6)

4.0

%

4.9

%

5.2

%

4.6

%

3.3

%

2.7

%

Annualized net loan charge-offs to avg. loans (5)

0.27

%

0.20

%

0.17

%

0.23

%

0.13

%

0.10

%

Interest rates and yields:

Loans

6.71

%

6.67

%

6.62

%

6.50

%

6.30

%

6.00

%

Securities

4.43

%

4.06

%

4.12

%

3.81

%

3.66

%

3.47

%

Total earning assets

6.20

%

6.11

%

6.09

%

5.95

%

5.74

%

5.45

%

Total deposits, including non-interest bearing

3.10

%

3.10

%

3.07

%

2.92

%

2.52

%

2.03

%

Securities sold under agreements to repurchase

2.48

%

2.67

%

2.54

%

2.30

%

1.93

%

1.10

%

FHLB advances

4.66

%

4.38

%

4.26

%

4.22

%

4.20

%

3.94

%

Subordinated debt and other borrowings

5.62

%

5.60

%

5.59

%

5.54

%

5.44

%

5.38

%

Total deposits and interest-bearing liabilities

3.20

%

3.20

%

3.15

%

3.01

%

2.65

%

2.12

%

Capital and other ratios (6):

Pinnacle Financial ratios:

Shareholders' equity to total assets

12.5

%

12.5

%

12.6

%

12.3

%

12.5

%

12.6

%

Common equity Tier one

10.7

%

10.4

%

10.3

%

10.3

%

10.2

%

9.9

%

Tier one risk-based

11.2

%

10.9

%

10.8

%

10.9

%

10.8

%

10.5

%

Total risk-based

13.2

%

12.9

%

12.7

%

12.8

%

12.7

%

12.4

%

Leverage

9.5

%

9.5

%

9.4

%

9.4

%

9.5

%

9.6

%

Tangible common equity to tangible assets

8.6

%

8.5

%

8.6

%

8.2

%

8.3

%

8.3

%

Pinnacle Bank ratios:

Common equity Tier one

11.5

%

11.3

%

11.1

%

11.2

%

11.1

%

10.8

%

Tier one risk-based

11.5

%

11.3

%

11.1

%

11.2

%

11.1

%

10.8

%

Total risk-based

12.5

%

12.2

%

12.0

%

12.0

%

11.9

%

11.6

%

Leverage

9.7

%

9.7

%

9.7

%

9.7

%

9.8

%

9.9

%

Construction and land development loans

as a percentage of total capital (17)

72.9

%

77.5

%

84.2

%

83.1

%

84.5

%

88.5

%

Non-owner occupied commercial real estate and

multi-family as a percentage of total capital (17)

254.0

%

258.0

%

259.0

%

256.4

%

256.7

%

261.1

%

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

(dollars in thousands, except per share data)

June

March

December

September

June

March

2024

2024

2023

2023

2023

2023

Per share data:

Earnings per common share – basic

$

0.65

1.58

1.20

1.69

2.55

1.76

Earnings per common share - basic, excluding non-GAAP adjustments

$

1.63

1.54

1.70

1.79

1.80

1.76

Earnings per common share – diluted

$

0.64

1.57

1.19

1.69

2.54

1.76

Earnings per common share - diluted, excluding non-GAAP adjustments

$

1.63

1.53

1.68

1.79

1.79

1.76

Common dividends per share

$

0.22

0.22

0.22

0.22

0.22

0.22

Book value per common share at quarter end (7)

$

77.15

76.23

75.80

73.23

73.32

71.24

Tangible book value per common share at quarter end (7)

$

52.92

51.98

51.38

48.78

48.85

46.75

Revenue per diluted common share

$

4.78

5.60

5.16

5.35

6.43

5.28

Revenue per diluted common share, excluding non-GAAP adjustments

$

5.72

5.45

5.25

5.48

5.43

5.28

Investor information:

Closing sales price of common stock on last trading day of quarter

$

80.04

85.88

87.22

67.04

56.65

55.16

High closing sales price of common stock during quarter

$

84.70

91.82

89.34

75.95

57.93

82.79

Low closing sales price of common stock during quarter

$

74.62

79.26

60.77

56.41

46.17

52.51

Closing sales price of depositary shares on last trading day of quarter

$

23.25

23.62

22.60

22.70

23.75

24.15

High closing sales price of depositary shares during quarter

$

23.85

24.44

23.65

23.85

24.90

25.71

Low closing sales price of depositary shares during quarter

$

22.93

22.71

21.00

21.54

19.95

20.77

Other information:

Residential mortgage loan sales:

Gross loans sold

$

217,080

148,576

142,556

198,247

192,948

120,146

Gross fees (8)

$

5,368

3,540

3,191

4,350

4,133

2,795

Gross fees as a percentage of loans originated

2.47

%

2.38

%

2.24

%

2.19

%

2.14

%

2.33

%

Net gain (loss) on residential mortgage loans sold

$

3,270

2,879

879

2,012

1,567

2,053

Investment gains (losses) on sales of securities, net (13)

$

(72,103

)

14

(9,727

)

(9,961

)

Brokerage account assets, at quarter end (9)

$

11,917,578

10,756,108

9,810,457

9,041,716

9,007,230

8,634,339

Trust account managed assets, at quarter end

$

6,443,916

6,297,887

5,530,495

5,047,128

5,084,592

4,855,951

Core deposits (10)

$

34,957,827

34,638,610

33,738,917

33,606,783

32,780,767

32,054,111

Core deposits to total funding (10)

82.2

%

82.2

%

81.7

%

81.9

%

80.9

%

82.4

%

Risk-weighted assets

$

39,983,191

40,531,311

40,205,295

39,527,086

38,853,588

38,117,659

Number of offices

135

128

128

128

127

126

Total core deposits per office

$

258,947

270,614

263,585

262,553

258,116

254,398

Total assets per full-time equivalent employee

$

14,231

14,438

14,287

14,274

14,166

13,750

Annualized revenues per full-time equivalent employee

$

425.0

508.5

468.4

486.2

593.0

496.5

Annualized expenses per full-time equivalent employee

$

314.6

287.8

296.8

254.1

256.5

261.7

Number of employees (full-time equivalent)

3,469.0

3,386.5

3,357.0

3,329.5

3,309.0

3,281.5

Associate retention rate (11)

94.4

%

94.2

%

94.2

%

93.6

%

94.1

%

93.8

%

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

Three months ended

Six months ended

(dollars in thousands, except per share data)

June

March

June

June

June

2024

2024

2023

2024

2023

Net interest income

$

332,262

318,034

315,393

650,296

627,624

Noninterest income

34,288

110,103

173,839

144,391

263,368

Total revenues

366,550

428,137

489,232

794,687

890,992

Less: Investment losses (gains) on sales of securities, net

72,103

9,961

72,103

9,961

Gain on sale of fixed assets as a result of sale-leaseback transaction

(85,692

)

(85,692

)

Recognition of mortgage servicing asset

(11,812

)

(11,812

)

Total revenues excluding the impact of adjustments noted above

$

438,653

416,325

413,501

854,978

815,261

Noninterest expense

$

271,389

242,365

211,641

513,754

423,368

Less: ORE expense

22

84

58

106

157

FDIC special assessment

7,250

7,250

Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

28,400

28,400

Noninterest expense excluding the impact of adjustments noted above

$

242,967

235,031

211,583

477,998

423,211

Pre-tax income

$

65,002

151,275

245,902

216,277

417,168

Provision for credit losses

30,159

34,497

31,689

64,656

50,456

Pre-tax pre-provision net revenue

95,161

185,772

277,591

280,933

467,624

Less: Adjustments noted above

100,525

(4,478

)

(75,673

)

96,047

(75,574

)

Adjusted pre-tax pre-provision net revenue (12)

$

195,686

181,294

201,918

376,980

392,050

Noninterest income

$

34,288

110,103

173,839

144,391

263,368

Less: Adjustments noted above

72,103

(11,812

)

(75,731

)

60,291

(75,731

)

Noninterest income excluding the impact of adjustments noted above

$

106,391

98,291

98,108

204,682

187,637

Efficiency ratio (4)

74.04

%

56.61

%

43.26

%

64.65

%

47.52

%

Adjustments noted above

(18.65

)%

(0.16

)%

7.91

%

(8.74

)%

4.39

%

Efficiency ratio excluding adjustments noted above (4)

55.39

%

56.45

%

51.17

%

55.91

%

51.91

%

Total average assets

$

48,754,091

48,311,260

45,411,961

48,532,674

44,204,666

Noninterest income to average assets (1)

0.28

%

0.92

%

1.54

%

0.60

%

1.20

%

Less: Adjustments noted above

0.60

%

(0.10

)%

(0.67

)%

0.25

%

(0.34

)%

Noninterest income (excluding adjustments noted above) to average assets (1)

0.88

%

0.82

%

0.87

%

0.85

%

0.86

%

Noninterest expense to average assets (1)

2.24

%

2.02

%

1.87

%

2.13

%

1.93

%

Adjustments as noted above

(0.24

)%

(0.06

)%

%

(0.15

)%

%

Noninterest expense (excluding adjustments noted above) to average assets (1)

2.00

%

1.96

%

1.87

%

1.98

%

1.93

%

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

Three months ended

(dollars in thousands, except per share data)

June

March

December

September

June

March

2024

2024

2023

2023

2023

2023

Net income available to common shareholders

$

49,364

120,146

91,181

128,805

193,501

133,473

Investment (gains) losses on sales of securities, net

72,103

(14

)

9,727

9,961

Gain on sale of fixed assets as a result of sale-leaseback transaction

(85,692

)

Loss on BOLI restructuring

16,252

FDIC special assessment

7,250

29,000

ORE expense

22

84

125

33

58

99

Recognition of mortgage servicing asset

(11,812

)

Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

28,400

Tax effect on above noted adjustments (16)

(25,131

)

1,120

(7,278

)

(2,440

)

18,918

(25

)

Net income available to common shareholders excluding adjustments noted above

$

124,758

116,788

129,266

136,125

136,746

133,547

Basic earnings per common share

$

0.65

1.58

1.20

1.69

2.55

1.76

Less:

Investment (gains) losses on sales of securities, net

0.94

0.13

0.13

Gain on sale of fixed assets as a result of sale-leaseback transaction

(1.13

)

Loss on BOLI restructuring

0.21

FDIC special assessment

0.10

0.38

ORE expense

Recognition of mortgage servicing asset

(0.15

)

Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

0.37

Tax effect on above noted adjustments (16)

(0.33

)

0.01

(0.10

)

(0.03

)

0.25

Basic earnings per common share excluding adjustments noted above

$

1.63

1.54

1.70

1.79

1.80

1.76

Diluted earnings per common share

$

0.64

1.57

1.19

1.69

2.54

1.76

Less:

Investment (gains) losses on sales of securities, net

0.94

0.13

0.13

Gain on sale of fixed assets as a result of sale-leaseback transaction

(1.13

)

Loss on BOLI restructuring

0.21

FDIC special assessment

0.10

0.38

ORE expense

Recognition of mortgage servicing asset

(0.15

)

Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

0.37

Tax effect on above noted adjustments (16)

(0.32

)

0.01

(0.09

)

(0.03

)

0.25

Diluted earnings per common share excluding the adjustments noted above

$

1.63

1.53

1.68

1.79

1.80

1.76

Revenue per diluted common share

$

4.78

5.60

5.16

5.35

6.43

5.28

Adjustments due to revenue-impacting items as noted above

0.94

(0.15

)

0.09

0.13

(1.00

)

Revenue per diluted common share excluding adjustments due to revenue-impacting items as noted above

$

5.72

5.45

5.25

5.48

5.43

5.28

Book value per common share at quarter end (7)

$

77.15

76.23

75.80

73.23

73.32

71.24

Adjustment due to goodwill, core deposit and other intangible assets

(24.23

)

(24.25

)

(24.42

)

(24.45

)

(24.47

)

(24.49

)

Tangible book value per common share at quarter end (7)

$

52.92

51.98

51.38

48.78

48.85

46.75

Equity method investment (15)

Fee income from BHG, net of amortization

$

18,688

16,035

14,432

24,967

26,924

19,079

Funding cost to support investment

5,704

5,974

5,803

6,546

6,005

5,768

Pre-tax impact of BHG

12,984

10,061

8,629

18,421

20,919

13,311

Income tax expense at statutory rates (16)

3,246

2,515

2,157

4,605

5,230

3,328

Earnings attributable to BHG

$

9,738

7,546

6,472

13,816

15,689

9,983

Basic earnings per common share attributable to BHG

$

0.13

0.10

0.09

0.18

0.21

0.13

Diluted earnings per common share attributable to BHG

$

0.13

0.10

0.08

0.18

0.21

0.13

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

Six months ended

(dollars in thousands, except per share data)

June 30,

2024

2023

Net income available to common shareholders

$

169,510

326,974

Investment losses on sales of securities, net

72,103

9,961

Gain on sale of fixed assets as a result of sale-leaseback transaction

(85,692

)

Loss on BOLI restructuring

ORE expense

106

157

FDIC special assessment

7,250

Recognition of mortgage servicing asset

(11,812

)

Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

28,400

Tax effect on adjustments noted above (16)

(24,012

)

18,894

Net income available to common shareholders excluding adjustments noted above

$

241,545

270,294

Basic earnings per common share

$

2.22

4.30

Less:

Investment (gains) losses on sales of securities, net

0.94

0.13

Gain on sale of fixed assets as a result of sale-leaseback transaction

(1.13

)

ORE expense

Recognition of mortgage servicing asset

(0.15

)

FDIC special assessment

0.09

Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

0.37

Tax effect on above noted adjustments (16)

(0.31

)

0.25

Basic earnings per common share excluding adjustments noted above

$

3.16

3.55

Diluted earnings per common share

2.21

4.30

Less:

Investment (gains) losses on sales of securities, net

0.94

0.13

Gain on sale of fixed assets as a result of sale-leaseback transaction

(1.13

)

Loss on BOLI restructuring

ORE expense

FDIC special assessment

0.09

Recognition of mortgage servicing asset

(0.15

)

Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives

0.37

Tax effect on above noted adjustments (16)

(0.31

)

0.25

Diluted earnings per common share excluding the adjustments noted above

$

3.16

3.55

Revenue per diluted common share

$

10.38

11.71

Adjustments due to revenue-impacting items as noted above

0.79

(0.99

)

Revenue per diluted common share excluding adjustments due to revenue-impacting items noted above

$

11.17

10.72

Equity method investment (15)

Fee income from BHG, net of amortization

$

34,723

46,003

Funding cost to support investment

11,584

11,088

Pre-tax impact of BHG

23,139

34,915

Income tax expense at statutory rates (16)

5,785

8,729

Earnings attributable to BHG

$

17,354

26,186

Basic earnings per common share attributable to BHG

$

0.23

0.34

Diluted earnings per common share attributable to BHG

$

0.23

0.34

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

Three months ended

Six months ended

(dollars in thousands, except per share data)

June

March

June

June

June

2024

2024

2023

2024

2023

Return on average assets (1)

0.41

%

1.00

%

1.71

%

0.70

%

1.49

%

Adjustments as noted above

0.62

%

(0.03

)%

(0.50

)%

0.30

%

(0.26

)%

Return on average assets excluding adjustments noted above (1)

1.03

%

0.97

%

1.21

%

1.00

%

1.23

%

Tangible assets:

Total assets

$

49,366,969

48,894,196

46,875,982

$

49,366,969

46,875,982

Less: Goodwill

(1,846,973

)

(1,846,973

)

(1,846,973

)

(1,846,973

)

(1,846,973

)

Core deposit and other intangible assets

(24,313

)

(25,881

)

(30,981

)

(24,313

)

(30,981

)

Net tangible assets

$

47,495,683

47,021,342

44,998,028

$

47,495,683

44,998,028

Tangible common equity:

Total shareholders' equity

$

6,174,668

6,103,851

5,843,759

$

6,174,668

5,843,759

Less: Preferred shareholders' equity

(217,126

)

(217,126

)

(217,126

)

(217,126

)

(217,126

)

Total common shareholders' equity

5,957,542

5,886,725

5,626,633

5,957,542

5,626,633

Less: Goodwill

(1,846,973

)

(1,846,973

)

(1,846,973

)

(1,846,973

)

(1,846,973

)

Core deposit and other intangible assets

(24,313

)

(25,881

)

(30,981

)

(24,313

)

(30,981

)

Net tangible common equity

$

4,086,256

4,013,871

3,748,679

$

4,086,256

3,748,679

Ratio of tangible common equity to tangible assets

8.60

%

8.54

%

8.33

%

8.60

%

8.33

%

Average tangible assets:

Average assets

$

48,754,091

48,311,260

45,411,961

$

48,532,674

44,204,666

Less: Average goodwill

(1,846,973

)

(1,846,973

)

(1,846,973

)

(1,846,973

)

(1,846,973

)

Average core deposit and other intangible assets

(25,309

)

(26,898

)

(32,135

)

(26,103

)

(33,021

)

Net average tangible assets

$

46,881,809

46,437,389

43,532,853

$

46,659,598

42,324,672

Return on average assets (1)

0.41

%

1.00

%

1.71

%

0.70

%

1.49

%

Adjustment due to goodwill, core deposit and other intangible assets

0.01

%

0.04

%

0.07

%

0.03

%

0.07

%

Return on average tangible assets (1)

0.42

%

1.04

%

1.78

%

0.73

%

1.56

%

Adjustments as noted above

0.65

%

(0.03

)%

(0.52

)%

0.31

%

(0.27

)%

Return on average tangible assets excluding adjustments noted above (1)

1.07

%

1.01

%

1.26

%

1.04

%

1.29

%

Average tangible common equity:

Average shareholders' equity

$

6,138,722

6,082,616

5,782,239

$

6,110,669

5,694,460

Less: Average preferred equity

(217,126

)

(217,126

)

(217,126

)

(217,126

)

(217,126

)

Average common equity

5,921,596

5,865,490

5,565,113

5,893,543

5,477,334

Less: Average goodwill

(1,846,973

)

(1,846,973

)

(1,846,973

)

(1,846,973

)

(1,846,973

)

Average core deposit and other intangible assets

(25,309

)

(26,898

)

(32,135

)

(26,103

)

(33,021

)

Net average tangible common equity

$

4,049,314

3,991,619

3,686,005

$

4,020,467

3,597,340

Return on average equity (1)

3.23

%

7.94

%

13.42

%

5.58

%

11.58

%

Adjustment due to average preferred shareholders' equity

0.12

%

0.30

%

0.53

%

0.20

%

0.46

%

Return on average common equity (1)

3.35

%

8.24

%

13.95

%

5.78

%

12.04

%

Adjustment due to goodwill, core deposit and other intangible assets

1.55

%

3.87

%

7.11

%

2.70

%

6.29

%

Return on average tangible common equity (1)

4.90

%

12.11

%

21.06

%

8.48

%

18.33

%

Adjustments as noted above

7.49

%

(0.34

)%

(6.18

)%

3.60

%

(3.18

)%

Return on average tangible common equity excluding adjustments noted above (1)

12.39

%

11.77

%

14.88

%

12.08

%

15.15

%

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

1. Ratios are presented on an annualized basis.

2. Net interest margin is the result of net interest income on a tax equivalent basis divided by average interest earning assets.

3. Total revenue is equal to the sum of net interest income and noninterest income.

4. Efficiency ratios are calculated by dividing noninterest expense by the sum of net interest income and noninterest income.

5. Annualized net loan charge-offs to average loans ratios are computed by annualizing quarter-to-date net loan charge-offs and dividing the result by average loans for the quarter-to-date period.

6. Capital ratios are calculated using regulatory reporting regulations enacted for such period and are defined as follows:

Equity to total assets – End of period total shareholders' equity as a percentage of end of period assets.

Tangible common equity to tangible assets - End of period total shareholders' equity less end of period preferred stock, goodwill, core deposit and other intangibles as a percentage of end of period assets less end of period goodwill, core deposit and other intangibles.

Leverage – Tier I capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets.

Tier I risk-based – Tier I capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.

Total risk-based – Total capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.

Classified asset - Classified assets as a percentage of Tier 1 capital plus allowance for credit losses.

Tier I common equity to risk weighted assets - Tier 1 capital (pursuant to risk-based capital guidelines) less the amount of any preferred stock or subordinated indebtedness that is considered as a component of Tier 1 capital as a percentage of total risk-weighted assets.

7. Book value per common share computed by dividing total common shareholders' equity by common shares outstanding. Tangible book value per common share computed by dividing total common shareholders' equity, less goodwill, core deposit and other intangibles by common shares outstanding.

8. Amounts are included in the statement of income in "Gains on mortgage loans sold, net", net of commissions paid on such amounts.

9. At fair value, based on information obtained from Pinnacle's third party broker/dealer for non-FDIC insured financial products and services.

10. Core deposits include all transaction deposit accounts, money market and savings accounts and all certificates of deposit issued in a denomination of less than $250,000. The ratio noted above represents total core deposits divided by total funding, which includes total deposits, FHLB advances, securities sold under agreements to repurchase, subordinated indebtedness and all other interest-bearing liabilities.

11. Associate retention rate is computed by dividing the number of associates employed at quarter end less the number of associates that have resigned in the last 12 months by the number of associates employed at quarter end.

12. Adjusted pre-tax, pre-provision net revenue excludes the impact of ORE expenses and income, investment gains and losses on sales of securities, the impact of BOLI restructuring, the impact of the FDIC special assessment, the recognition of the mortgage servicing asset and fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives.

13. Represents investment gains (losses) on sales and impairments, net occurring as a result of gains or losses incurred as the result of a change in management's intention to sell a bond prior to the recovery of its amortized cost basis.

14. The dividend payout ratio is calculated as the sum of the annualized dividend rate for dividends paid on common shares divided by the trailing 12-months fully diluted earnings per common share as of the dividend declaration date.

15. Earnings from equity method investment includes the impact of the funding costs of the overall franchise calculated using the firm's subordinated and other borrowing rates. Income tax expense is calculated using statutory tax rates.

16. Tax effect calculated using the blended statutory rate of 25.00 percent for all periods in 2024 and 2023.

17. Calculated using the same guidelines as are used in the Federal Financial Institutions Examination Council's Uniform Bank Performance Report.