PNFP Reports 4Q24 Diluted EPS of $1.91; Net Interest Margin Held at 3.22 Percent

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Jan 21, 2025

Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) reported net income per diluted common share of $1.91 for the quarter ended Dec. 31, 2024, compared to net income per diluted common share of $1.19 for the quarter ended Dec. 31, 2023, an increase of approximately 60.5 percent. Net income per diluted common share was $5.96 for the year ended Dec. 31, 2024, compared to $7.14 for the year ended Dec. 31, 2023, a decrease of approximately 16.5 percent.

After considering the adjustments noted in the table below, net income per diluted common share was $1.90 for the three months ended Dec. 31, 2024, compared to $1.68 for the three months ended Dec. 31, 2023, an increase of 13.1 percent, and compared to $1.86 for the three months ended Sept. 30, 2024, an annualized linked-quarter growth rate of 8.6 percent. Net income per diluted common share adjusted for the items noted in the table below was $6.89 for the year ended Dec. 31, 2024, compared to $6.99 for the year ended Dec. 31, 2023.

Three months ended

Year ended

Dec. 31, 2024

Sept. 30, 2024

Dec. 31, 2023

Dec. 31, 2024

Dec. 31, 2023

Diluted earnings per common share

$

1.91

$

1.86

$

1.19

$

5.96

$

7.14

Adjustments, net of tax (1):

Investment losses (gains) on sales of securities, net

(0.01

)

—

—

0.70

0.20

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

—

—

—

—

(0.84

)

Loss on BOLI restructuring

—

—

0.21

—

0.21

Recognition of mortgage servicing asset

—

—

—

(0.12

)

—

FDIC special assessment

—

—

0.28

0.07

0.28

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

—

—

—

0.28

—

Diluted earnings per common share after adjustments

$

1.90

$

1.86

$

1.68

$

6.89

$

6.99

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

"Balance sheet growth during the fourth quarter was remarkable, with loan growth of 13.7 percent and deposit growth of 18.4 percent, linked-quarter annualized," said M. Terry Turner, Pinnacle's president and chief executive officer. "Additionally, our focus on being a great place to work continues to benefit our firm and shareholders in terms of our unique ability to attract talent. Our fourth quarter recruiting was again extremely robust, with 35 new revenue producers added, for the purpose of fueling our ongoing growth. In total, we recruited 161 revenue producers during 2024 compared to 107 in 2023, a 50.5 percent increase. We are looking for similar results in 2025.

"We are also pleased to report diluted earnings per share of $1.91 for the fourth quarter. In this declining rate environment, we successfully lowered our average cost of deposits by 34 basis points during the fourth quarter, offsetting the 33 basis point decline in average loan yields. Consequently, we were able to maintain our net interest margin quarter over quarter and grow net interest income by $12.3 million, a 14.0 percent linked-quarter annualized growth rate.

"So not only do we continue to produce outsized growth in the current cycle, but we also continue making significant investments in people and market extensions that we expect to benefit our shareholders well into the future."

BALANCE SHEET GROWTH AND LIQUIDITY:

Total assets at Dec. 31, 2024, were $52.6 billion, an increase of approximately $1.9 billion from Sept. 30, 2024, and $4.6 billion from Dec. 31, 2023, reflecting a linked-quarter annualized increase of 14.9 percent and a year-over-year increase of 9.7 percent. A further analysis of select balance sheet trends follows:

Balances at

Linked-

Quarter

Annualized

% Change

Balances at

Year-over-Year

% Change

(dollars in thousands)

Dec. 31, 2024

Sept. 30, 2024

Dec. 31, 2023

Loans

$

35,485,776

$

34,308,310

13.7

%

$

32,676,091

8.6

%

Securities

8,381,268

8,293,241

4.2

%

7,323,887

14.4

%

Other interest-earning assets

3,377,381

2,810,283

80.7

%

2,673,235

26.3

%

Total interest-earning assets

$

47,244,425

$

45,411,834

16.1

%

$

42,673,213

10.7

%

Core deposits:

Noninterest-bearing deposits

$

8,170,448

$

8,229,394

(2.9

)%

$

7,906,502

3.3

%

Interest-bearing core deposits(1)

29,876,456

27,535,246

34.0

%

25,832,415

15.7

%

Noncore deposits and other funding(2)

7,326,287

7,972,199

(32.4

)%

7,573,489

(3.3

)%

Total funding

$

45,373,191

$

43,736,839

15.0

%

$

41,312,406

9.8

%

(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.

"As we noted in our third quarter earnings release, we were optimistic loan growth would accelerate during the fourth quarter," Turner said. "Ultimately, the fourth quarter was one of our strongest quarters ever for loan and deposit growth, with loan growth of $1.2 billion and deposit growth of $1.9 billion.

"For most of our history, we have been viewed as one of the strongest organic loan growers among small and mid-cap banks. And now, our ongoing investments in organic deposit growth strategies like adding new branch locations and extending into new markets, building new industry verticals for segments that are typically net providers of funds, and hiring bankers that have strong depositor followings are yielding outsized deposit growth as well."

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

Pre-tax, pre-provision net revenues (PPNR) for the three months and year ended Dec. 31, 2024, were $213.4 million and $701.8 million, respectively, compared to $145.2 million and $807.6 million recognized in the three months and year ended Dec. 31, 2023, respectively.

Three months ended

Year ended

Dec. 31,

Dec. 31,

(dollars in thousands)

2024

2023

% change

2024

2023

% change

Revenues:

Net interest income

$

363,790

$

317,252

14.7

%

$

1,365,590

$

1,262,118

8.2

%

Noninterest income

111,545

79,088

41.0

%

371,178

433,253

(14.3

)%

Total revenues

475,335

396,340

19.9

%

1,736,768

1,695,371

2.4

%

Noninterest expense

261,897

251,168

4.3

%

1,034,970

887,769

16.6

%

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

213,438

145,172

47.0

%

701,798

807,602

(13.1

)%

Adjustments:

Investment losses (gains) on sales of securities, net

(249

)

(14

)

>100.0

%

71,854

19,674

>100

%

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

—

—

NM

—

(85,692

)

(100.0

)%

Loss on BOLI restructuring

—

7,166

(100.0

)%

—

7,166

(100.0

)%

Recognition of mortgage servicing asset

—

—

NM

(11,812

)

—

100.0

%

ORE expense

58

125

(53.6

)%

220

315

(30.2

)%

FDIC special assessment

—

29,000

(100.0

)%

7,250

29,000

(>100.0

%)

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

—

—

NM

28,400

—

100.0

%

Adjusted PPNR

$

213,247

$

181,449

17.5

%

$

797,710

$

778,065

2.5

%

Three months ended

Year ended

Dec. 31, 2024

Sept. 30, 2024

Dec. 31, 2023

Dec. 31, 2024

Dec. 31, 2023

Net interest margin

3.22

%

3.22

%

3.06

%

3.16

%

3.18

%

Efficiency ratio

55.10

%

55.56

%

63.37

%

59.59

%

52.36

%

Return on average assets

1.15

%

1.15

%

0.76

%

0.93

%

1.19

%

Return on average tangible common equity (TCE)

13.58

%

13.61

%

9.53

%

11.12

%

14.78

%

Average loan to deposit ratio

83.92

%

84.99

%

84.05

%

84.64

%

83.93

%

Net interest income for the fourth quarter of 2024 was $363.8 million, compared to $351.5 million for the third quarter of 2024 and $317.3 million for the fourth quarter of 2023, a year-over-year growth rate of 14.7 percent. Net interest margin was 3.22 percent for the fourth quarter of 2024, compared to 3.22 percent for the third quarter of 2024 and 3.06 percent for the fourth quarter of 2023.

Noninterest income for the fourth quarter of 2024 was $111.5 million, compared to $115.2 million for the third quarter of 2024 and $79.1 million for the fourth quarter of 2023.

Three months ended

Linked-quarter

Annualized %

Change

Three months ended

Yr-over-Yr

% Change

(dollars in thousands)

Dec. 31, 2024

Sept. 30, 2024

Dec. 31, 2023

Noninterest income

$

111,545

$

115,242

(12.8

)%

$

79,088

41.0

%

Less:

Investment losses (gains) on sales of securities, net

(249

)

—

100.0

%

(14

)

>100.0

%

Loss on BOLI restructuring

—

—

NM

7,166

(100.0

)%

Adjusted noninterest income

$

111,296

$

115,242

(13.7

)%

$

86,240

29.1

%

  • Wealth management revenues, which include investment, trust and insurance services, were $31.2 million for the fourth quarter of 2024, compared to $29.5 million for the third quarter of 2024 and $23.5 million for the fourth quarter of 2023, a year-over-year increase of 33.1 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 across the firm, but particularly in the areas of the firm's most recent strategic market expansions.
  • Income from the firm's investment in Banker's Healthcare Group (BHG) was $12.1 million for the fourth quarter of 2024, compared to $16.4 million for the third quarter of 2024 and $14.4 million for the fourth quarter of 2023, a year-over-year decline of 16.4 percent.
    • BHG's loan originations were $1.2 billion in the fourth quarter of 2024, compared to $989 million in the third quarter of 2024 and $786 million in the fourth quarter of 2023.
    • Loans sold to BHG's community bank partners were approximately $505 million in the fourth quarter of 2024, compared to approximately $521 million in the third quarter of 2024 and $446 million in the fourth quarter of 2023.
    • BHG reserves for on-balance sheet loan losses were $240 million, or 9.3 percent of loans held for investment at Dec. 31, 2024, compared to 9.1 percent at Sept. 30, 2024, and 9.3 percent at Dec. 31, 2023.
    • At Dec. 31, 2024, BHG increased its accrual for estimated losses attributable to loan substitutions and prepayments to $531 million, or 7.1 percent of the unpaid balances on loans that were previously purchased by BHG's community bank network, compared to 6.2 percent at Sept. 30, 2024 and 5.4 percent at Dec. 31, 2023.
  • Other noninterest income was $50.4 million for the quarter ended Dec. 31, 2024, an increase of $1.8 million from the third quarter of 2024 and $22.9 million from the fourth quarter of 2023. Fourth quarter 2024 other noninterest income was positively impacted by gains on leases, fair value adjustment to our mortgage servicing asset and customer swap revenues when compared to third quarter 2024.

Noninterest expense for the fourth quarter of 2024 was $261.9 million, compared to $259.3 million for the third quarter of 2024 and $251.2 million for the fourth quarter of 2023.

Three months ended

Linked-quarter

Annualized %

Change

Three months ended

Yr-over-Yr

% Change

(dollars in thousands)

Dec. 31, 2024

Sept. 30, 2024

Dec. 31, 2023

Noninterest expense

$

261,897

$

259,319

4.0

%

$

251,168

4.3

%

Less:

ORE expense

58

56

14.3

%

125

(53.6

)%

FDIC special assessment

—

—

NM

29,000

(100.0

)%

Adjusted noninterest expense

$

261,839

$

259,263

4.0

%

$

222,043

17.9

%

  • Salaries and employee benefits were $164.7 million in the fourth quarter of 2024, compared to $160.2 million in the third quarter of 2024 and $133.3 million in the fourth quarter of 2023, reflecting a year-over-year increase of 23.5 percent.
    • Full-time equivalent associates increased to 3,565.5 at Dec. 31, 2024 from 3,516.5 at Sept. 30, 2024 and 3,357.0 at Dec. 31, 2023, a year-over-year increase of 6.2 percent.
    • Cash incentive costs in the fourth quarter of 2024 were approximately $3.1 million higher than the third quarter of 2024 due to increasing the accrual for the annual cash incentive plan to a higher payout percentage than was anticipated at Sept. 30, 2024, and $14.7 million higher than the amounts recorded in the fourth quarter of 2023. An increased number of personnel and an elevated payout percentage for 2024 compared to 2023 were the primary reasons for the year-over-year increase.
  • Equipment and occupancy costs were $42.8 million in the fourth quarter of 2024, compared to $42.6 million in the third quarter of 2024, reflecting an increase of 0.5 percent. Those costs were $38.0 million in the fourth quarter of 2023, resulting in a year-over-year increase of 12.5 percent.
  • Marketing and other business development costs were $8.2 million in the fourth quarter of 2024, compared to $5.6 million in the third quarter of 2024, reflecting an increase of 45.9 percent. Those costs were $6.8 million in the fourth quarter of 2023, resulting in a year-over-year increase of 19.6 percent. Comparing the fourth quarter of 2024 to the third quarter of 2024 and the fourth quarter of 2023, several factors contributed to the increase of marketing and business development costs, including increases in both client and associate engagement expenses, primarily as a result of our increased headcount and market expansion.
  • Noninterest expense categories, other than those specifically noted above, were $46.3 million in the fourth quarter of 2024, compared to $50.9 million in the third quarter of 2024, reflecting a decrease of 9.1 percent. Those costs were $73.0 million in the fourth quarter of 2023, resulting in a year-over-year decrease of 36.6 percent. Several factors contributed to the decrease in other noninterest expense in the fourth quarter of 2024 compared to both the third quarter of 2024 and fourth quarter of 2023, including lower accruals relating to both state tax obligations and other professional fees.

"One of our goals for 2024 was to advance our total revenue performance with balance sheet growth and robust fee initiatives," said Harold R. Carpenter, Pinnacle’s chief financial officer. "We are reporting $475.3 million in total revenues for the fourth quarter of 2024, compared to $396.4 in total revenues for the fourth quarter of 2023, an increase of approximately 19.9 percent. As we look to 2025, we are optimistic that the effects of a steeper yield curve should positively impact our results. We also have increasing confidence that our experienced bankers and advantaged markets will continue to allow us to attract clients to our firm at an accelerated pace. Both bode well for our ability to continue the rapid growth of our revenue base in 2025. We are also keenly focused on loan and deposit pricing as we enter 2025. Since the last Fed rate cut in September 2024, through January 16, 2025, our loan beta performance is approximately 45 percent which is being outpaced by our deposit beta performance of approximately 58 percent. This is outstanding work by our relationship managers, in my opinion.

"As to expenses, total expenses for 2024 were approximately $1.0 billion, or $999.1 million after excluding adjustments noted elsewhere in this release, which is consistent with our outlook as of the end of last quarter. Contributing to our increased expense levels for the fourth quarter was an increased accrual at a higher payout percentage for our cash incentive plan, which stands at an approximate payout of 98.0 percent of target awards."

CAPITAL, SOUNDNESS AND TAXES:

As of

Dec. 31, 2024

Sept. 30, 2024

Dec. 31, 2023

Shareholders' equity to total assets

12.2

%

12.5

%

12.6

%

Tangible common equity to tangible assets

8.6

%

8.7

%

8.6

%

Book value per common share

$

80.46

$

79.33

$

75.80

Tangible book value per common share

$

56.24

$

55.12

$

51.38

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

0.24

%

0.21

%

0.17

%

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

0.42

%

0.35

%

0.27

%

Classified asset ratio (Pinnacle Bank) (2)

3.79

%

3.92

%

5.22

%

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

70.50

%

68.20

%

84.20

%

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

242.20

%

243.30

%

259.00

%

Allowance for credit losses (ACL) to total loans

1.17

%

1.14

%

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.

During the fourth quarter of 2024, and to facilitate the orderly transition of BHG’s decision to exit its Small Business Administration (SBA) loan program, Pinnacle Bank acquired approximately $24.0 million in SBA loans from BHG for $10.0 million. Pinnacle assigned $14.1 million in reserves for these loans in its allowance for credit losses. Approximately $13.6 million of these loans are on nonaccrual status as of Dec. 31, 2024. The transaction increased Pinnacle’s ratio of allowance for credit losses to total loans by approximately 0.04 basis points and the ratio of nonaccrual loans to total loans by approximately 0.04 basis points during the fourth quarter.

Additionally, the effective tax rate for the fourth quarter of 2024 decreased to 17.7 percent. This was primarily the result of reductions in tax reserves for uncertain tax positions that have been resolved.

BOARD OF DIRECTORS INCREASES COMMON DIVIDENDS

On Jan. 21, 2025, Pinnacle Financial's Board of Directors increased its quarterly cash dividend to $0.24 per common share to be paid on Feb. 28, 2025 to common shareholders of record as of the close of business on Feb. 7, 2025. 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 March 1, 2025 to shareholders of record at the close of business on Feb. 14, 2025. 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. CT on Jan. 22, 2025, to discuss fourth 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, 2024 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 $52.6 billion in assets as of Dec. 31, 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," "looking for," "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 elevated 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 or ransomware 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 an 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)

Dec. 31, 2024

Sept. 30, 2024

Dec. 31, 2023

ASSETS

Cash and noninterest-bearing due from banks

$

320,320

$

276,578

$

228,620

Restricted cash

93,645

193,758

86,873

Interest-bearing due from banks

3,021,960

2,362,828

1,914,856

Cash and cash equivalents

3,435,925

2,833,164

2,230,349

Securities purchased with agreement to resell

66,449

66,480

558,009

Securities available-for-sale, at fair value

5,582,369

5,390,988

4,317,530

Securities held-to-maturity (fair value of $2.6 billion, $2.7 billion and $2.8 billion, net of allowance for credit losses of $1.7 million, $1.7 million, and $1.7 million at Dec. 31, 2024, Sept. 30, 2024 and Dec. 31, 2023, respectively)

2,798,899

2,902,253

3,006,357

Consumer loans held-for-sale

175,627

178,600

104,217

Commercial loans held-for-sale

19,700

8,617

9,280

Loans

35,485,776

34,308,310

32,676,091

Less allowance for credit losses

(414,494

)

(391,534

)

(353,055

)

Loans, net

35,071,282

33,916,776

32,323,036

Premises and equipment, net

311,277

295,348

256,877

Equity method investment

436,707

424,637

445,223

Accrued interest receivable

214,080

226,178

217,491

Goodwill

1,849,260

1,846,973

1,846,973

Core deposits and other intangible assets

21,423

22,755

27,465

Other real estate owned

1,278

750

3,937

Other assets

2,605,173

2,588,369

2,613,139

Total assets

$

52,589,449

$

50,701,888

$

47,959,883

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits:

Noninterest-bearing

$

8,170,448

$

8,229,394

$

7,906,502

Interest-bearing

14,125,194

12,615,993

11,365,349

Savings and money market accounts

16,197,397

15,188,270

14,427,206

Time

4,349,953

4,921,231

4,840,753

Total deposits

42,842,992

40,954,888

38,539,810

Securities sold under agreements to repurchase

230,244

209,956

209,489

Federal Home Loan Bank advances

1,874,134

2,146,395

2,138,169

Subordinated debt and other borrowings

425,821

425,600

424,938

Accrued interest payable

55,619

59,285

66,967

Other liabilities

728,758

561,506

544,722

Total liabilities

46,157,568

44,357,630

41,924,095

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 Dec. 31, 2024, Sept. 30, 2024 and Dec. 31, 2023, respectively

217,126

217,126

217,126

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

77,242

77,232

76,767

Additional paid-in capital

3,129,680

3,120,842

3,109,493

Retained earnings

3,175,777

3,045,571

2,784,927

Accumulated other comprehensive loss, net of taxes

(167,944

)

(116,513

)

(152,525

)

Total shareholders' equity

6,431,881

6,344,258

6,035,788

Total liabilities and shareholders' equity

$

52,589,449

$

50,701,888

$

47,959,883

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 INCOME – UNAUDITED

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

Three months ended

Year ended

Dec. 31, 2024

Sept. 30, 2024

Dec. 31, 2023

Dec. 31, 2024

Dec. 31, 2023

Interest income:

Loans, including fees

$

557,716

$

570,489

$

530,604

$

2,221,063

$

1,950,365

Securities

Taxable

58,842

65,776

42,458

220,666

140,308

Tax-exempt

24,947

23,860

25,035

97,779

97,625

Federal funds sold and other

42,855

34,740

46,699

158,590

165,070

Total interest income

684,360

694,865

644,796

2,698,098

2,353,368

Interest expense:

Deposits

287,511

310,527

297,556

1,203,455

983,118

Securities sold under agreements to repurchase

1,182

1,495

1,295

5,392

3,744

FHLB advances and other borrowings

31,877

31,339

28,693

123,661

104,388

Total interest expense

320,570

343,361

327,544

1,332,508

1,091,250

Net interest income

363,790

351,504

317,252

1,365,590

1,262,118

Provision for credit losses

29,652

26,281

16,314

120,589

93,596

Net interest income after provision for credit losses

334,138

325,223

300,938

1,245,001

1,168,522

Noninterest income:

Service charges on deposit accounts

15,175

16,217

12,660

59,394

49,223

Investment services

19,233

17,868

13,410

67,572

52,432

Insurance sales commissions

2,900

3,286

3,072

13,753

13,670

Gains on mortgage loans sold, net

2,344

2,643

879

11,136

6,511

Investment gains (losses) on sales of securities, net

249

—

14

(71,854

)

(19,674

)

Trust fees

9,098

8,383

6,987

33,219

26,683

Income from equity method investment

12,070

16,379

14,432

63,172

85,402

Gain on sale of fixed assets

38

1,837

102

2,258

86,048

Other noninterest income

50,438

48,629

27,532

192,528

132,958

Total noninterest income

111,545

115,242

79,088

371,178

433,253

Noninterest expense:

Salaries and employee benefits

164,670

160,234

133,333

621,031

531,828

Equipment and occupancy

42,756

42,564

38,021

166,002

138,980

Other real estate, net

58

56

125

220

315

Marketing and other business development

8,168

5,599

6,829

26,668

23,914

Postage and supplies

3,178

2,965

2,840

12,049

11,143

Amortization of intangibles

1,544

1,558

1,751

6,254

7,090

Other noninterest expense

41,523

46,343

68,269

202,746

174,499

Total noninterest expense

261,897

259,319

251,168

1,034,970

887,769

Income before income taxes

183,786

181,146

128,858

581,209

714,006

Income tax expense

32,527

34,455

33,879

106,153

151,854

Net income

151,259

146,691

94,979

475,056

562,152

Preferred stock dividends

(3,798

)

(3,798

)

(3,798

)

(15,192

)

(15,192

)

Net income available to common shareholders

$

147,461

$

142,893

$

91,181

$

459,864

$

546,960

Per share information:

Basic net income per common share

$

1.93

$

1.87

$

1.20

$

6.01

$

7.20

Diluted net income per common share

$

1.91

$

1.86

$

1.19

$

5.96

$

7.14

Weighted average common shares outstanding:

Basic

76,537,040

76,520,599

76,068,016

76,460,926

76,016,370

Diluted

77,384,742

76,765,586

76,823,991

77,131,330

76,647,543

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

Cumulative change due to accounting pronouncement

—

—

—

—

(35,002

)

—

(35,002

)

Exercise of employee common stock options & related tax benefits

—

40

40

931

—

—

971

Preferred dividends paid ($67.52 per share)

—

—

—

—

(15,192

)

—

(15,192

)

Common dividends paid ($0.88 per share)

—

—

—

—

(68,737

)

(68,737

)

Issuance of restricted common shares

—

269

269

(269

)

—

—

—

Forfeiture of restricted common shares

—

(34

)

(34

)

34

—

—

—

Restricted shares withheld for taxes & related tax benefits

—

(59

)

(59

)

(4,127

)

—

—

(4,186

)

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

—

97

97

(3,822

)

—

—

(3,725

)

Compensation expense for restricted shares & performance stock units

—

—

—

41,879

—

—

41,879

Net income

—

—

—

—

562,152

—

562,152

Other comprehensive gain

—

—

—

—

—

38,236

38,236

Balance at December 31, 2023

$

217,126

76,767

$

76,767

$

3,109,493

$

2,784,927

$

(152,525

)

$

6,035,788

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 ($67.52 per share)

—

—

—

—

(15,192

)

—

(15,192

)

Common dividends paid ($0.88 per share)

—

—

—

—

(69,014

)

—

(69,014

)

Issuance of restricted common shares

—

262

262

(262

)

—

—

—

Forfeiture of restricted common shares

—

(30

)

(30

)

30

—

—

—

Restricted shares withheld for taxes & related tax benefits

—

(68

)

(68

)

(5,774

)

—

—

(5,842

)

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

—

311

311

(14,741

)

—

—

(14,430

)

Compensation expense for restricted shares & performance stock units

—

—

—

40,934

—

—

40,934

Net income

—

—

—

—

475,056

—

475,056

Other comprehensive loss

—

—

—

—

—

(15,419

)

(15,419

)

Balance at December 31, 2024

$

217,126

77,242

$

77,242

$

3,129,680

$

3,175,777

$

(167,944

)

$

6,431,881

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

(dollars in thousands)

December

September

June

March

December

September

2024

2024

2024

2024

2023

2023

Balance sheet data, at quarter end:

Commercial and industrial loans

$

13,815,817

12,986,865

12,328,622

11,893,198

11,666,691

11,307,611

Commercial real estate - owner occupied loans

4,388,531

4,264,743

4,217,351

4,044,973

4,044,896

3,944,616

Commercial real estate - investment loans

5,931,420

5,919,235

5,998,326

6,138,711

5,929,595

5,957,426

Commercial real estate - multifamily and other loans

2,198,698

2,213,153

2,185,858

1,924,931

1,605,899

1,490,184

Consumer real estate - mortgage loans

4,914,482

4,907,766

4,874,846

4,828,416

4,851,531

4,768,780

Construction and land development loans

3,699,321

3,486,504

3,621,563

3,818,334

4,041,081

3,942,143

Consumer and other loans

537,507

530,044

542,584

514,310

536,398

532,524

Total loans

35,485,776

34,308,310

33,769,150

33,162,873

32,676,091

31,943,284

Allowance for credit losses

(414,494

)

(391,534

)

(381,601

)

(371,337

)

(353,055

)

(346,192

)

Securities

8,381,268

8,293,241

7,882,891

7,371,847

7,323,887

6,882,276

Total assets

52,589,449

50,701,888

49,366,969

48,894,196

47,959,883

47,523,790

Noninterest-bearing deposits

8,170,448

8,229,394

7,932,882

7,958,739

7,906,502

8,324,325

Total deposits

42,842,992

40,954,888

39,770,380

39,402,025

38,539,810

38,295,809

Securities sold under agreements to repurchase

230,244

209,956

220,885

201,418

209,489

195,999

FHLB advances

1,874,134

2,146,395

2,110,885

2,116,417

2,138,169

2,110,598

Subordinated debt and other borrowings

425,821

425,600

425,380

425,159

424,938

424,718

Total shareholders' equity

6,431,881

6,344,258

6,174,668

6,103,851

6,035,788

5,837,641

Balance sheet data, quarterly averages:

Total loans

$

34,980,900

34,081,759

33,516,804

33,041,954

32,371,506

31,529,854

Securities

8,268,583

8,176,250

7,322,588

7,307,201

6,967,488

6,801,285

Federal funds sold and other

3,153,751

2,601,267

3,268,307

3,274,062

3,615,908

4,292,956

Total earning assets

46,403,234

44,859,276

44,107,699

43,623,217

42,954,902

42,624,095

Total assets

51,166,643

49,535,543

48,754,091

48,311,260

47,668,519

47,266,199

Noninterest-bearing deposits

8,380,760

8,077,655

8,000,159

7,962,217

8,342,572

8,515,733

Total deposits

41,682,341

40,101,199

39,453,828

38,995,709

38,515,560

38,078,665

Securities sold under agreements to repurchase

223,162

230,340

213,252

210,888

202,601

184,681

FHLB advances

2,006,736

2,128,793

2,106,786

2,214,489

2,112,809

2,132,638

Subordinated debt and other borrowings

427,503

427,380

427,256

428,281

426,999

426,855

Total shareholders' equity

6,405,867

6,265,710

6,138,722

6,082,616

5,889,075

5,898,196

Statement of operations data, for the three months ended:

Interest income

$

684,360

694,865

668,390

650,483

644,796

627,294

Interest expense

320,570

343,361

336,128

332,449

327,544

310,052

Net interest income

363,790

351,504

332,262

318,034

317,252

317,242

Provision for credit losses

29,652

26,281

30,159

34,497

16,314

26,826

Net interest income after provision for credit losses

334,138

325,223

302,103

283,537

300,938

290,416

Noninterest income

111,545

115,242

34,288

110,103

79,088

90,797

Noninterest expense

261,897

259,319

271,389

242,365

251,168

213,233

Income before income taxes

183,786

181,146

65,002

151,275

128,858

167,980

Income tax expense

32,527

34,455

11,840

27,331

33,879

35,377

Net income

151,259

146,691

53,162

123,944

94,979

132,603

Preferred stock dividends

(3,798

)

(3,798

)

(3,798

)

(3,798

)

(3,798

)

(3,798

)

Net income available to common shareholders

$

147,461

142,893

49,364

120,146

91,181

128,805

Profitability and other ratios:

Return on avg. assets (1)

1.15

%

1.15

%

0.41

%

1.00

%

0.76

%

1.08

%

Return on avg. equity (1)

9.16

%

9.07

%

3.23

%

7.94

%

6.14

%

8.66

%

Return on avg. common equity (1)

9.48

%

9.40

%

3.35

%

8.24

%

6.38

%

9.00

%

Return on avg. tangible common equity (1)

13.58

%

13.61

%

4.90

%

12.11

%

9.53

%

13.43

%

Common stock dividend payout ratio (14)

14.72

%

16.73

%

17.29

%

12.59

%

12.26

%

11.35

%

Net interest margin (2)

3.22

%

3.22

%

3.14

%

3.04

%

3.06

%

3.06

%

Noninterest income to total revenue (3)

23.47

%

24.69

%

9.35

%

25.72

%

19.95

%

22.25

%

Noninterest income to avg. assets (1)

0.87

%

0.93

%

0.28

%

0.92

%

0.66

%

0.76

%

Noninterest exp. to avg. assets (1)

2.04

%

2.08

%

2.24

%

2.02

%

2.09

%

1.79

%

Efficiency ratio (4)

55.10

%

55.56

%

74.04

%

56.61

%

63.37

%

52.26

%

Avg. loans to avg. deposits

83.92

%

84.99

%

84.95

%

84.73

%

84.05

%

82.80

%

Securities to total assets

15.94

%

16.36

%

15.97

%

15.08

%

15.27

%

14.48

%

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

December 31, 2024

December 31, 2023

Average

Balances

Interest

Rates/

Yields

Average

Balances

Interest

Rates/

Yields

Interest-earning assets

Loans (1) (2)

$

34,980,900

$

557,716

6.42

%

$

32,371,506

$

530,604

6.62

%

Securities

Taxable

4,953,134

58,842

4.73

%

3,801,278

42,458

4.43

%

Tax-exempt (2)

3,315,449

24,947

3.58

%

3,166,210

25,035

3.74

%

Interest-bearing due from banks

2,819,891

36,135

5.10

%

2,876,213

39,761

5.48

%

Resell agreements

75,583

1,697

8.93

%

507,368

3,216

2.51

%

Federal funds sold

—

—

—

%

—

—

—

%

Other

258,277

5,023

7.74

%

232,327

3,722

6.36

%

Total interest-earning assets

46,403,234

$

684,360

5.97

%

42,954,902

$

644,796

6.09

%

Nonearning assets

Intangible assets

1,870,051

1,875,546

Other nonearning assets

2,893,358

2,838,071

Total assets

$

51,166,643

$

47,668,519

Interest-bearing liabilities

Interest-bearing deposits:

Interest checking

13,162,542

113,704

3.44

%

10,821,528

106,368

3.90

%

Savings and money market

15,654,866

125,760

3.20

%

14,455,770

137,330

3.77

%

Time

4,484,173

48,047

4.26

%

4,895,690

53,858

4.36

%

Total interest-bearing deposits

33,301,581

287,511

3.43

%

30,172,988

297,556

3.91

%

Securities sold under agreements to repurchase

223,162

1,182

2.11

%

202,601

1,295

2.54

%

Federal Home Loan Bank advances

2,006,736

23,159

4.59

%

2,112,809

22,674

4.26

%

Subordinated debt and other borrowings

427,503

8,718

8.11

%

426,999

6,019

5.59

%

Total interest-bearing liabilities

35,958,982

320,570

3.55

%

32,915,397

327,544

3.95

%

Noninterest-bearing deposits

8,380,760

—

—

8,342,572

—

—

Total deposits and interest-bearing liabilities

44,339,742

$

320,570

2.88

%

41,257,969

$

327,544

3.15

%

Other liabilities

421,034

521,475

Shareholders' equity

6,405,867

5,889,075

Total liabilities and shareholders' equity

$

51,166,643

$

47,668,519

Net interest income

$

363,790

$

317,252

Net interest spread (3)

2.42

%

2.14

%

Net interest margin (4)

3.22

%

3.06

%

(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 $12.1 million of taxable equivalent income for the three months ended Dec. 31, 2024 compared to $14.5 million for the three months ended Dec. 31, 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 Dec. 31, 2024 would have been 3.09% compared to a net interest spread of 2.94% for the three months ended Dec. 31, 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)

Year ended

Year ended

December 31, 2024

December 31, 2023

Average

Balances

Interest

Rates/

Yields

Average

Balances

Interest

Rates/

Yields

Interest-earning assets

Loans (1) (2)

$

33,908,775

$

2,221,063

6.64

%

$

31,112,968

$

1,950,365

6.36

%

Securities

Taxable

4,487,037

220,666

4.92

%

3,562,527

140,308

3.94

%

Tax-exempt (2)

3,284,099

97,779

3.55

%

3,252,030

97,625

3.58

%

Interest-bearing due from banks

2,533,184

132,199

5.22

%

2,611,506

140,036

5.36

%

Resell agreements

285,356

10,669

3.74

%

508,190

13,176

2.59

%

Federal funds sold

—

—

—

%

—

—

—

%

Other

254,731

15,722

6.17

%

227,147

11,858

5.22

%

Total interest-earning assets

44,753,182

$

2,698,098

6.14

%

41,274,368

$

2,353,368

5.82

%

Nonearning assets

Intangible assets

1,871,723

1,878,204

Other nonearning assets

2,821,948

2,696,900

Total assets

$

49,446,853

$

45,849,472

Interest-bearing liabilities

Interest-bearing deposits:

Interest checking

12,309,946

465,862

3.78

%

9,565,965

333,631

3.49

%

Savings and money market

14,928,631

530,100

3.55

%

14,162,523

473,327

3.34

%

Time

4,720,595

207,493

4.40

%

4,606,756

176,160

3.82

%

Total interest-bearing deposits

31,959,172

1,203,455

3.77

%

28,335,244

983,118

3.47

%

Securities sold under agreements to repurchase

219,451

5,392

2.46

%

192,132

3,744

1.95

%

Federal Home Loan Bank advances

2,113,947

96,602

4.57

%

1,935,204

80,958

4.18

%

Subordinated debt and other borrowings

427,604

27,059

6.33

%

426,784

23,430

5.49

%

Total interest-bearing liabilities

34,720,174

1,332,508

3.84

%

30,889,364

1,091,250

3.53

%

Noninterest-bearing deposits

8,103,652

—

—

8,736,843

—

—

Total deposits and interest-bearing liabilities

42,823,826

$

1,332,508

3.11

%

39,626,207

$

1,091,250

2.75

%

Other liabilities

399,183

428,348

Shareholders' equity

6,223,844

5,794,917

Total liabilities and shareholders' equity

$

49,446,853

$

45,849,472

Net interest income

$

1,365,590

$

1,262,118

Net interest spread (3)

2.30

%

2.29

%

Net interest margin (4)

3.16

%

3.18

%

(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 $47.7 million of taxable equivalent income for the year ended Dec. 31, 2024 compared to $48.5 million for the year ended Dec. 31, 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 year ended Dec. 31, 2024 would have been 3.02% compared to a net interest spread of 3.07% for the year ended Dec. 31, 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)

December

September

June

March

December

September

2024

2024

2024

2024

2023

2023

Asset quality information and ratios:

Nonperforming assets:

Nonaccrual loans

$

147,825

119,293

97,649

108,325

82,288

42,950

ORE and other nonperforming assets (NPAs)

1,280

823

2,760

2,766

4,347

3,019

Total nonperforming assets

$

149,105

120,116

100,409

111,091

86,635

45,969

Past due loans over 90 days and still accruing interest

$

3,515

3,611

4,057

5,273

6,004

4,969

Accruing purchase credit deteriorated loans

$

13,877

5,715

6,021

6,222

6,501

7,010

Net loan charge-offs

$

20,807

18,348

22,895

16,215

13,451

18,093

Allowance for credit losses to nonaccrual loans

280.4

%

328.2

%

390.8

%

342.8

%

429.0

%

806.0

%

As a percentage of total loans:

Past due accruing loans over 30 days

0.15

%

0.16

%

0.16

%

0.17

%

0.23

%

0.16

%

Potential problem loans

0.13

%

0.14

%

0.18

%

0.28

%

0.39

%

0.42

%

Allowance for credit losses

1.17

%

1.14

%

1.13

%

1.12

%

1.08

%

1.08

%

Nonperforming assets to total loans, ORE and other NPAs

0.42

%

0.35

%

0.30

%

0.33

%

0.27

%

0.14

%

Classified asset ratio (Pinnacle Bank) (6)

3.8

%

3.9

%

4.0

%

4.9

%

5.2

%

4.6

%

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

0.24

%

0.21

%

0.27

%

0.20

%

0.17

%

0.23

%

Interest rates and yields:

Loans

6.42

%

6.75

%

6.71

%

6.67

%

6.62

%

6.50

%

Securities

4.27

%

4.58

%

4.43

%

4.06

%

4.12

%

3.81

%

Total earning assets

5.97

%

6.27

%

6.20

%

6.11

%

6.09

%

5.95

%

Total deposits, including non-interest bearing

2.74

%

3.08

%

3.10

%

3.10

%

3.07

%

2.92

%

Securities sold under agreements to repurchase

2.11

%

2.58

%

2.48

%

2.67

%

2.54

%

2.30

%

FHLB advances

4.59

%

4.66

%

4.66

%

4.38

%

4.26

%

4.22

%

Subordinated debt and other borrowings

8.11

%

5.97

%

5.62

%

5.60

%

5.59

%

5.54

%

Total deposits and interest-bearing liabilities

2.88

%

3.19

%

3.20

%

3.20

%

3.15

%

3.01

%

Capital and other ratios (6):

Pinnacle Financial ratios:

Shareholders' equity to total assets

12.2

%

12.5

%

12.5

%

12.5

%

12.6

%

12.3

%

Common equity Tier one

10.8

%

10.8

%

10.7

%

10.4

%

10.3

%

10.3

%

Tier one risk-based

11.3

%

11.4

%

11.2

%

10.9

%

10.8

%

10.9

%

Total risk-based

13.1

%

13.2

%

13.2

%

12.9

%

12.7

%

12.8

%

Leverage

9.6

%

9.6

%

9.5

%

9.5

%

9.4

%

9.4

%

Tangible common equity to tangible assets

8.6

%

8.7

%

8.6

%

8.5

%

8.6

%

8.2

%

Pinnacle Bank ratios:

Common equity Tier one

11.6

%

11.7

%

11.5

%

11.3

%

11.1

%

11.2

%

Tier one risk-based

11.6

%

11.7

%

11.5

%

11.3

%

11.1

%

11.2

%

Total risk-based

12.5

%

12.6

%

12.5

%

12.2

%

12.0

%

12.0

%

Leverage

9.8

%

9.8

%

9.7

%

9.7

%

9.7

%

9.7

%

Construction and land development loans as a percentage of total capital (17)

70.5

%

68.2

%

72.9

%

77.5

%

84.2

%

83.1

%

Non-owner occupied commercial real estate and multi-family as a percentage of total capital (17)

242.2

%

243.3

%

254.0

%

258.0

%

259.0

%

256.4

%

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)

December

September

June

March

December

September

2024

2024

2024

2024

2023

2023

Per share data:

Earnings per common share – basic

$

1.93

1.87

0.65

1.58

1.20

1.69

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

$

1.92

1.87

1.63

1.54

1.70

1.79

Earnings per common share – diluted

$

1.91

1.86

0.64

1.57

1.19

1.69

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

$

1.90

1.86

1.63

1.53

1.68

1.79

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)

$

80.46

79.33

77.15

76.23

75.80

73.23

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

$

56.24

55.12

52.92

51.98

51.38

48.78

Revenue per diluted common share

$

6.14

6.08

4.78

5.60

5.16

5.35

Revenue per diluted common share, excluding non-GAAP adjustments

$

6.14

6.08

5.72

5.45

5.25

5.48

Investor information:

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

$

114.39

97.97

80.04

85.88

87.22

67.04

High closing sales price of common stock during quarter

$

129.87

100.56

84.70

91.82

89.34

75.95

Low closing sales price of common stock during quarter

$

92.95

76.97

74.62

79.26

60.77

56.41

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

$

24.23

24.39

23.25

23.62

22.60

22.70

High closing sales price of depositary shares during quarter

$

25.02

24.50

23.85

24.44

23.65

23.85

Low closing sales price of depositary shares during quarter

$

24.23

23.25

22.93

22.71

21.00

21.54

Other information:

Residential mortgage loan sales:

Gross loans sold

$

185,707

209,144

217,080

148,576

142,556

198,247

Gross fees (8)

$

4,360

4,974

5,368

3,540

3,191

4,350

Gross fees as a percentage of loans originated

2.35

%

2.38

%

2.47

%

2.38

%

2.24

%

2.19

%

Net gain on residential mortgage loans sold

$

2,344

2,643

3,270

2,879

879

2,012

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

$

249

—

(72,103

)

—

14

(9,727

)

Brokerage account assets, at quarter end (9)

$

13,086,359

12,791,337

11,917,578

10,756,108

9,810,457

9,041,716

Trust account managed assets, at quarter end

$

7,061,868

6,830,323

6,443,916

6,297,887

5,530,495

5,047,128

Core deposits (10)

$

38,046,904

35,764,640

34,957,827

34,638,610

33,738,917

33,606,783

Core deposits to total funding (10)

83.9

%

81.8

%

82.2

%

82.2

%

81.7

%

81.9

%

Risk-weighted assets

$

41,976,450

40,530,585

39,983,191

40,531,311

40,205,295

39,527,086

Number of offices

137

136

135

128

128

128

Total core deposits per office

$

277,715

262,975

258,947

270,614

263,585

262,553

Total assets per full-time equivalent employee

$

14,750

14,418

14,231

14,438

14,287

14,274

Annualized revenues per full-time equivalent employee

$

530.4

528.0

425.0

508.5

468.4

486.2

Annualized expenses per full-time equivalent employee

$

292.2

293.4

314.6

287.8

296.8

254.1

Number of employees (full-time equivalent)

3,565.5

3,516.5

3,469.0

3,386.5

3,357.0

3,329.5

Associate retention rate (11)

94.5

%

94.6

%

94.4

%

94.2

%

94.2

%

93.6

%

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

Year ended

(dollars in thousands, except per share data)

December

September

December

December

December

2024

2024

2023

2024

2023

Net interest income

$

363,790

351,504

317,252

1,365,590

1,262,118

Noninterest income

111,545

115,242

79,088

371,178

433,253

Total revenues

475,335

466,746

396,340

1,736,768

1,695,371

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

(249

)

—

(14

)

71,854

19,674

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

—

—

—

—

(85,692

)

Loss on BOLI restructuring

—

—

7,166

—

7,166

Recognition of mortgage servicing asset

—

—

—

(11,812

)

—

Total revenues excluding the impact of adjustments noted above

$

475,086

466,746

403,492

1,796,810

1,636,519

Noninterest expense

$

261,897

259,319

251,168

1,034,970

887,769

Less: ORE expense

58

56

125

220

315

FDIC special assessment

—

—

29,000

7,250

29,000

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

—

—

—

28,400

—

Noninterest expense excluding the impact of adjustments noted above

$

261,839

259,263

222,043

999,100

858,454

Pre-tax income

$

183,786

181,146

128,858

581,209

714,006

Provision for credit losses

29,652

26,281

16,314

120,589

93,596

Pre-tax pre-provision net revenue

213,438

207,427

145,172

701,798

807,602

Less: Adjustments noted above

(191

)

56

36,277

95,912

(29,537

)

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

$

213,247

207,483

181,449

797,710

778,065

Noninterest income

$

111,545

115,242

79,088

371,178

433,253

Less: Adjustments noted above

(249

)

—

7,152

60,042

(58,852

)

Noninterest income excluding the impact of adjustments noted above

$

111,296

115,242

86,240

431,220

374,401

Efficiency ratio (4)

55.10

%

55.56

%

63.37

%

59.59

%

52.36

%

Adjustments noted above

0.01

%

(0.01

)%

(8.34

)%

(3.99

)%

0.10

%

Efficiency ratio excluding adjustments noted above (4)

55.11

%

55.55

%

55.03

%

55.60

%

52.46

%

Total average assets

$

51,166,643

49,535,543

47,668,519

49,446,853

45,849,472

Noninterest income to average assets (1)

0.87

%

0.93

%

0.66

%

0.75

%

0.94

%

Less: Adjustments noted above

—

%

—

%

0.06

%

0.12

%

(0.12

)%

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

0.87

%

0.93

%

0.72

%

0.87

%

0.82

%

Noninterest expense to average assets (1)

2.04

%

2.08

%

2.09

%

2.09

%

1.94

%

Adjustments as noted above

—

%

—

%

(0.24

)%

(0.07

)%

(0.07

)%

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

2.04

%

2.08

%

1.85

%

2.02

%

1.87

%

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)

December

September

June

March

December

September

2024

2024

2024

2024

2023

2023

Net income available to common shareholders

$

147,461

142,893

49,364

120,146

91,181

128,805

Investment (gains) losses on sales of securities, net

(249

)

—

72,103

—

(14

)

9,727

Loss on BOLI restructuring

—

—

—

—

16,252

—

ORE expense

58

56

22

84

125

33

FDIC special assessment

—

—

—

7,250

29,000

—

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)

48

(14

)

(25,131

)

1,120

(7,278

)

(2,440

)

Net income available to common shareholders excluding adjustments noted above

$

147,318

142,935

124,758

116,788

129,266

136,125

Basic earnings per common share

$

1.93

1.87

0.65

1.58

1.20

1.69

Less:

Investment (gains) losses on sales of securities, net

(0.01

)

—

0.94

—

—

0.13

Loss on BOLI restructuring

—

—

—

—

0.21

—

ORE expense

—

—

—

—

—

—

FDIC special assessment

—

—

—

0.10

0.38

—

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

)

Basic earnings per common share excluding adjustments noted above

$

1.92

1.87

1.63

1.54

1.70

1.79

Diluted earnings per common share

$

1.91

1.86

0.64

1.57

1.19

1.69

Less:

Investment (gains) losses on sales of securities, net

(0.01

)

—

0.94

—

—

0.13

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

—

—

—

—

—

—

Loss on BOLI restructuring

—

—

—

0.10

0.21

—

ORE expense

—

—

—

—

—

—

FDIC special assessment

—

—

—

—

0.38

—

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

)

Diluted earnings per common share excluding the adjustments noted above

$

1.90

1.86

1.63

1.53

1.68

1.79

Revenue per diluted common share

$

6.14

6.08

4.78

5.60

5.16

5.35

Adjustments due to revenue-impacting items as noted above

—

—

0.94

(0.15

)

0.09

0.13

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

$

6.14

6.08

5.72

5.45

5.25

5.48

Book value per common share at quarter end (7)

$

80.46

79.33

77.15

76.23

75.80

73.23

Adjustment due to goodwill, core deposit and other intangible assets

(24.22

)

(24.21

)

(24.23

)

(24.25

)

(24.42

)

(24.45

)

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

$

56.24

55.12

52.92

51.98

51.38

48.78

Equity method investment (15)

Fee income from BHG, net of amortization

$

12,070

16,379

18,688

16,035

14,432

24,967

Funding cost to support investment

4,869

5,762

5,704

5,974

5,803

6,546

Pre-tax impact of BHG

7,201

10,617

12,984

10,061

8,629

18,421

Income tax expense at statutory rates (16)

1,800

2,654

3,246

2,515

2,157

4,605

Earnings attributable to BHG

$

5,401

7,963

9,738

7,546

6,472

13,816

Basic earnings per common share attributable to BHG

$

0.07

0.10

0.13

0.10

0.09

0.18

Diluted earnings per common share attributable to BHG

$

0.07

0.10

0.13

0.10

0.08

0.18

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

Year ended

(dollars in thousands, except per share data)

December 31,

2024

2023

Net income available to common shareholders

$

459,864

546,960

Investment losses on sales of securities, net

71,854

19,674

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

—

(85,692

)

Loss on BOLI restructuring

—

16,252

ORE expense

220

315

FDIC special assessment

7,250

29,000

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)

(23,978

)

9,176

Net income available to common shareholders excluding adjustments noted above

$

531,798

535,685

Basic earnings per common share

$

6.01

7.20

Less:

Investment losses on sales of securities, net

0.94

0.26

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

—

(1.12

)

Loss on BOLI restructuring

—

0.21

ORE expense

—

—

FDIC special assessment

0.10

0.38

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

)

0.12

Basic earnings per common share excluding adjustments noted above

$

6.96

7.05

Diluted earnings per common share

5.96

7.14

Less:

Investment losses on sales of securities, net

0.93

0.26

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

—

(1.12

)

Loss on BOLI restructuring

—

0.21

ORE expense

—

—

FDIC special assessment

0.09

0.38

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

)

0.12

Diluted earnings per common share excluding the adjustments noted above

$

6.89

6.99

Revenue per diluted common share

$

22.52

22.12

Adjustments due to revenue-impacting items as noted above

0.78

(0.77

)

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

$

23.30

21.35

Equity method investment (15)

Fee income from BHG, net of amortization

$

63,172

85,402

Funding cost to support investment

19,777

23,430

Pre-tax impact of BHG

43,395

61,972

Income tax expense at statutory rates (16)

10,849

15,493

Earnings attributable to BHG

$

32,546

46,479

Basic earnings per common share attributable to BHG

$

0.43

0.61

Diluted earnings per common share attributable to BHG

$

0.42

0.61

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

Year ended

(dollars in thousands, except per share data)

December

September

December

December

December

2024

2024

2023

2024

2023

Return on average assets (1)

1.15

%

1.15

%

0.76

%

0.93

%

1.19

%

Adjustments as noted above

—

%

—

%

0.32

%

0.15

%

(0.02

)%

Return on average assets excluding adjustments noted above (1)

1.15

%

1.15

%

1.08

%

1.08

%

1.17

%

Tangible assets:

Total assets

$

52,589,449

50,701,888

47,959,883

$

52,589,449

47,959,883

Less: Goodwill

(1,849,260

)

(1,846,973

)

(1,846,973

)

(1,849,260

)

(1,846,973

)

Core deposit and other intangible assets

(21,423

)

(22,755

)

(27,465

)

(21,423

)

(27,465

)

Net tangible assets

$

50,718,766

48,832,160

46,085,445

$

50,718,766

46,085,445

Tangible common equity:

Total shareholders' equity

$

6,431,881

6,344,258

6,035,788

$

6,431,881

6,035,788

Less: Preferred shareholders' equity

(217,126

)

(217,126

)

(217,126

)

(217,126

)

(217,126

)

Total common shareholders' equity

6,214,755

6,127,132

5,818,662

6,214,755

5,818,662

Less: Goodwill

(1,849,260

)

(1,846,973

)

(1,846,973

)

(1,849,260

)

(1,846,973

)

Core deposit and other intangible assets

(21,423

)

(22,755

)

(27,465

)

(21,423

)

(27,465

)

Net tangible common equity

$

4,344,072

4,257,404

3,944,224

$

4,344,072

3,944,224

Ratio of tangible common equity to tangible assets

8.57

%

8.72

%

8.56

%

8.57

%

8.56

%

Average tangible assets:

Average assets

$

51,166,643

49,535,543

47,668,519

$

49,446,853

45,849,472

Less: Average goodwill

(1,846,998

)

(1,846,973

)

(1,846,973

)

(1,846,979

)

(1,846,973

)

Average core deposit and other intangible assets

(23,054

)

(23,746

)

(28,573

)

(24,744

)

(31,231

)

Net average tangible assets

$

49,296,591

47,664,824

45,792,973

$

47,575,130

43,971,268

Return on average assets (1)

1.15

%

1.15

%

0.76

%

0.93

%

1.19

%

Adjustment due to goodwill, core deposit and other intangible assets

0.04

%

0.04

%

0.03

%

0.04

%

0.05

%

Return on average tangible assets (1)

1.19

%

1.19

%

0.79

%

0.97

%

1.24

%

Adjustments as noted above

—

%

—

%

0.33

%

0.15

%

(0.02

)%

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

1.19

%

1.19

%

1.12

%

1.12

%

1.22

%

Average tangible common equity:

Average shareholders' equity

$

6,405,867

6,265,710

5,889,075

$

6,223,844

5,794,917

Less: Average preferred equity

(217,126

)

(217,126

)

(217,126

)

(217,126

)

(217,126

)

Average common equity

6,188,741

6,048,584

5,671,949

6,006,718

5,577,791

Less: Average goodwill

(1,846,998

)

(1,846,973

)

(1,846,973

)

(1,846,979

)

(1,846,973

)

Average core deposit and other intangible assets

(23,054

)

(23,746

)

(28,573

)

(24,744

)

(31,231

)

Net average tangible common equity

$

4,318,689

4,177,865

3,796,403

$

4,134,995

3,699,587

Return on average equity (1)

9.16

%

9.07

%

6.14

%

7.39

%

9.44

%

Adjustment due to average preferred shareholders' equity

0.32

%

0.33

%

0.24

%

0.27

%

0.37

%

Return on average common equity (1)

9.48

%

9.40

%

6.38

%

7.66

%

9.81

%

Adjustment due to goodwill, core deposit and other intangible assets

4.10

%

4.21

%

3.15

%

3.46

%

4.97

%

Return on average tangible common equity (1)

13.58

%

13.61

%

9.53

%

11.12

%

14.78

%

Adjustments as noted above

(0.01

)%

—

%

3.98

%

1.74

%

(0.30

)%

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

13.57

%

13.61

%

13.51

%

12.86

%

14.48

%

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.

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