Core deposits, revenues and diluted EPS all up double-digit percentages year-over-year

Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) reported net income per diluted common share of $2.19 for the quarter ended Sept. 30, 2025, compared to net income per diluted common share of $1.86 for the quarter ended Sept. 30, 2024, an increase of approximately 17.7 percent. Net income per diluted common share was $5.96 for the nine months ended Sept. 30, 2025, compared to net income per diluted common share of $4.08 for the nine months ended Sept. 30, 2024, an increase of approximately 46.1 percent.

After considering the adjustments noted in the table below, net income per diluted common share was $2.27 for the three months ended Sept. 30, 2025, compared to $1.86 for the three months ended Sept. 30, 2024, an increase of 22.0 percent. Net income per diluted common share, adjusted for the items noted in the table below, was $6.16 for the nine months ended Sept. 30, 2025, compared to net income per diluted common share of $5.02 for the nine months ended Sept. 30, 2024, an increase of approximately 22.7 percent.

	Three months ended							Nine months ended
	September 30, 2025		June 30, 2025		September 30, 2024			September 30, 2025		September 30, 2024
Diluted earnings per common share	$	2.19	$	2.00	$	1.86		$	5.96	$	4.08
Adjustments, net of tax ⁽¹⁾:
Investment losses on sales of securities, net		—		—		—			0.12		0.71
Recognition of mortgage servicing asset		—		—		—			—		(0.12	)
FDIC special assessment		—		—		—	—		—		0.07
Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives		—		—		—			—		0.28
Merger-related expenses		0.08		—		—			0.08		—
Diluted earnings per common share after adjustments	$	2.27	$	2.00	$	1.86		$	6.16	$	5.02

Numbers may not foot due to rounding.
⁽¹⁾: Adjustments include tax effect calculated using a marginal tax rate of 25.00 percent for all periods presented.

"Our proven approach to producing outsized total shareholder returns for the last 25 years, and the principal thesis for our pending merger with Synovus, centers on our perennial ability to engage our associates and create raving fans among clients," said M. Terry Turner, Pinnacle's president and chief executive officer. "With the single highest net promoter score among U.S. banks according to Crisil Coalition Greenwich, our flywheel continued to accelerate in the third quarter of 2025.

"On a linked-quarter annualized basis, third quarter revenues increased 31.5 percent, diluted earnings per share increased 38.0 percent, adjusted diluted earnings per share increased 54.0 percent, noninterest-bearing deposits increased 14.5 percent, core deposits increased 10.6 percent and total loans increased 8.9 percent.

"Hiring momentum also continued to be strong post merger announcement, as we have hired 35 revenue producers during the third quarter, which was virtually identical to the 2025 quarterly run rate in the two previous quarters," Turner said. "Additionally, associate retention in the third quarter was a remarkable 93 percent and exactly matched that over the last 12 months."

BALANCE SHEET GROWTH AND LIQUIDITY:

Total assets at Sept. 30, 2025, were $56.0 billion, an increase of approximately $1.2 billion from June 30, 2025, and $5.3 billion from Sept. 30, 2024, reflecting a linked-quarter annualized increase of 8.5 percent and a year-over-year increase of 10.4 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)	September 30, 2025		June 30, 2025		Linked-Quarter Annualized % Change		September 30, 2024		Year-over-Year % Change
Loans	$	37,932,613	$	37,105,164	8.9	%	$	34,308,310	10.6	%
Securities		9,056,608		9,066,651	(0.4	)%		8,293,241	9.2	%
Other interest-earning assets		3,228,993		2,923,964	41.7	%		2,810,283	14.9	%
Total interest-earning assets	$	50,218,214	$	49,095,779	9.1	%	$	45,411,834	10.6	%

Core deposits:
Noninterest-bearing deposits	$	8,952,978	$	8,640,759	14.5	%	$	8,229,394	8.8	%
Interest-bearing core deposits⁽¹⁾		31,860,709		31,120,278	9.5	%		27,535,246	15.7	%
Noncore deposits and other funding⁽²⁾		7,442,496		7,698,394	(13.3	)%		7,972,199	(6.6	)%
Total funding	$	48,256,183	$	47,459,431	6.7	%	$	43,736,839	10.3	%

⁽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.

"Loan growth was again one of the highlights for the third quarter," said Harold R. Carpenter, Pinnacle's chief financial officer. "The growth in our commercial and industrial segment continued to outpace our other loan segments as it was up 17.9 percent linked-quarter annualized. Additionally, given we are below our long-term concentration thresholds for construction and land development, we reengaged with borrowers in that segment a few quarters ago and expect to see net growth in construction lending in the coming quarters which will also support our loan growth as we head into 2026.

"Deposits increased by $727.9 million in the third quarter of 2025 from the second quarter. Importantly, our noninterest-bearing deposits increased by $312.2 million in the third quarter. Noninterest-bearing deposits are up $782.5 million year-to-date, or about 12.8 percent annualized. This is largely based on success with our treasury management and specialty deposit capabilities, momentum we expect to carry over after we combine with Synovus."

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

Pre-tax, pre-provision net revenues (PPNR) for the three and nine months ended Sept. 30, 2025, were $241.7 million and $647.6 million, respectively, compared to $207.4 million and $488.4 million, respectively, recognized in the three and nine months ended Sept. 30, 2024. As noted in the table below, adjusted PPNR for the three and nine months ended Sept. 30, 2025, were $249.5 million and $668.2 million, respectively, compared to $207.5 million and $584.5 million, respectively, recognized in the three and nine months ended Sept. 30, 2024, an increase of 20.3 percent and 14.3 percent, respectively.

	Three months ended					Nine months ended
	September 30,					September 30,
(dollars in thousands)	2025		2024		% change	2025		2024			% change
Revenues:
Net interest income	$	396,865	$	351,504	12.9%	$	1,140,826	$	1,001,800		13.9%
Noninterest income		147,938		115,242	28.4%		371,821		259,633		43.2%
Total revenues		544,803		466,746	16.7%		1,512,647		1,261,433		19.9%
Noninterest expense		303,139		259,319	16.9%		865,072		773,073		11.9%
Pre-tax, pre-provision net revenue		241,664		207,427	16.5%		647,575		488,360		32.6%
Adjustments:
Investment losses on sales of securities, net		—		—	NA		12,512		72,103		(82.6)%
Recognition of mortgage servicing asset		—		—	NA		—		(11,812	)	(100.0)%
ORE expense		146		56	>100.0%		341		162		>100.0%
FDIC special assessment		—		—	NA		—		7,250		(100.0)%
Fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives		—		—	NA		—		28,400		(100.0)%
Merger-related expenses		7,727		—	100.0%		7,727		—		100.0%
Adjusted pre-tax, pre-provision net revenue	$	249,537	$	207,483	20.3%	$	668,155	$	584,463		14.3%

	Three months ended						Nine months ended
	September 30, 2025		June 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Net interest margin	3.26	%	3.23	%	3.22	%	3.24	%	3.14	%
Efficiency ratio	55.64	%	56.72	%	55.56	%	57.19	%	61.29	%
Return on average assets⁽¹⁾	1.22	%	1.15	%	1.15	%	1.14	%	0.85	%
Return on average tangible common equity (TCE) ⁽¹⁾	14.49	%	13.75	%	13.61	%	13.60	%	10.24	%
Average loan to deposit ratio	82.88	%	83.57	%	84.99	%	83.40	%	84.89	%

Net interest income for the third quarter of 2025 was $396.9 million, compared to $351.5 million for the third quarter of 2024, a year-over-year growth rate of 12.9 percent. Net interest margin was 3.26 percent for the third quarter of 2025, compared to 3.22 percent for the third quarter of 2024.

Total revenues for the third quarter of 2025 were $544.8 million, compared to $466.7 million for the third quarter of 2024, a year-over-year increase of 16.7 percent.

	Three months ended				Linked-quarter Annualized % Change	Three months ended		Yr-over-Yr % Change
(dollars in thousands)	September 30, 2025		June 30, 2025		Linked-quarter Annualized % Change	September 30, 2024		Yr-over-Yr % Change
Net interest income	$	396,865	$	379,533	18.3%	$	351,504	12.9%
Noninterest income		147,938		125,457	71.7%		115,242	28.4%
Total revenues	$	544,803	$	504,990	31.5%	$	466,746	16.7%

Wealth management revenues, which include investment, trust and insurance services, were $38.2 million for the third quarter of 2025, compared to $29.5 million for the third quarter of 2024, a year-over-year increase of 29.5 percent. The increase in wealth management revenues is primarily attributable to an increase in capacity. Pinnacle continues to hire more revenue producers across the firm, particularly in the areas of the firm's most recent market expansions, further showcasing the power of its differentiated model in markets where we have not previously operated.
Income from the firm's investment in Banker's Healthcare Group (BHG) was $40.6 million for the third quarter of 2025, compared to $16.4 million for the third quarter of 2024, a year-over-year increase of 148.0 percent.
- BHG's loan originations were $1.7 billion in the third quarter of 2025, compared to $1.5 billion in the second quarter of 2025 and $989 million in the third quarter of 2024.
- Loans sold to BHG's community bank partners were approximately $561 million in the third quarter of 2025, compared to $614 million in the second quarter of 2025 and $521 million in the third quarter of 2024.
- BHG reserves for on-balance sheet loan losses were $336 million, or 11.2 percent of loans held for investment at Sept. 30, 2025, compared to 10.5 percent at June 30, 2025, and 9.1 percent at Sept. 30, 2024.
- At Sept. 30, 2025, BHG increased its accrual for estimated losses attributable to loan substitutions and prepayments to $644 million, or 7.9 percent of the unpaid balances on loans that were previously purchased by BHG's community bank network, compared to 7.8 percent at June 30, 2025 and 6.2 percent at Sept. 30, 2024.
Noninterest income categories, other than those specifically noted above, contributed $69.1 million for the quarter ended Sept. 30, 2025, a decrease of $244,000 from the third quarter of 2024. Increases in service charges on deposit accounts were largely offset by declines in gains on mortgage loans sold in the comparable periods.

Noninterest expense for the third quarter of 2025 was $303.1 million, compared to $259.3 million for the third quarter of 2024. As noted in the table below, adjusted noninterest expense for the third quarter of 2025 was $295.3 million, compared to $259.3 million for the third quarter of 2024.

	Three months ended				Linked-quarter Annualized % Change	Three months ended		Yr-over-yr % Change
(dollars in thousands)	September 30, 2025		June 30, 2025		Linked-quarter Annualized % Change	September 30, 2024		Yr-over-yr % Change
Noninterest expense	$	303,139	$	286,446	23.3 %	$	259,319	16.9 %
Less:
ORE expense		146		137	26.3 %		56	>100.0%
Merger-related expenses		7,727		—	100.0 %		—	100.0 %
Adjusted noninterest expense	$	295,266	$	286,309	12.5 %	$	259,263	13.9 %

Salaries and employee benefits were $187.0 million in the third quarter of 2025, compared to $160.2 million in the third quarter of 2024, reflecting a year-over-year increase of 16.7 percent.
- Cash incentive costs in the third quarter of 2025 totaling $34.5 million were approximately $1.0 million higher than the second quarter of 2025. The increase in cash incentive costs was largely due to an increase in the estimated payout for anticipated incentive awards. The second quarter 2025 accrual assumed a 115 percent of target payout for 2025, compared to a third quarter 2025 accrual that assumes a 125 percent of target payout for 2025, again reflecting the extraordinary growth in revenue and EPS in the third quarter and forecast for the remainder of the year.
Equipment and occupancy costs were $48.9 million in the third quarter of 2025, compared to $42.6 million in the third quarter of 2024, resulting in a year-over-year increase of 14.9 percent. This increase was primarily attributable to the opening of 10 new full-service locations throughout the Company's footprint since Jan. 1, 2024 and the relocation of the Company's corporate headquarters to a new location in downtown Nashville during the first quarter of 2025.
Merger-related expenses for the quarter were $7.7 million and represent costs associated with our pending merger with Synovus.

"Revenue growth in the third quarter was exceptional and a further indication of how fast our flywheel continues to turn," Carpenter said. "Third quarter revenues amounted to approximately $544.8 million, which was a 16.7 percent increase over the same period last year. Loan growth was the primary driver as net interest income was 12.9 percent greater in the third quarter of 2025 than the same quarter last year. As anticipated, our net interest margin expanded in the third quarter, and we expect continued expansion in the fourth quarter. We attribute margin expansion, in part, to our deliberate focus on managing our funding costs even as we grow earning assets. Additionally, we anticipate two additional Federal funds rate decreases during the fourth quarter of 2025 which, we believe, will also provide additional opportunities to expand our net interest margin as we enter 2026.

"Noninterest income growth was another highlight for the quarter. Obviously, BHG contributed significantly to our fee growth in the third quarter. BHG is having an exceptional year, as pipelines continue to be robust while credit costs remain contained. Additionally, we continue to experience quarter-over-quarter growth in several key core banking fee categories, including commercial deposit charges and wealth management fees. As to noninterest expense, we increased our incentive accrual for our 2025 associate cash incentives to an anticipated maximum payout of 125 percent of target, as we believe we will exceed our revenue and earnings per share targets, which will warrant the maximum award level."

CAPITAL AND SOUNDNESS:

	As of
	September 30, 2025			December 31, 2024			September 30, 2024
Shareholders' equity to total assets		12.3	%		12.2	%		12.5	%
Tangible common equity to tangible assets		8.8	%		8.6	%		8.7	%
Book value per common share	$	85.60		$	80.46		$	79.33
Tangible book value per common share	$	61.53		$	56.24		$	55.12
Annualized net loan charge-offs to avg. loans ⁽¹⁾		0.18	%		0.24	%		0.21	%
Nonperforming assets to total loans, ORE and other nonperforming assets (NPAs)		0.41	%		0.42	%		0.35	%
Classified asset ratio (Pinnacle Bank) ⁽²⁾		4.16	%		3.79	%		3.92	%
Construction and land development loans as a percentage of total capital ⁽³⁾		59.60	%		70.50	%		68.20	%
Construction and land development, non-owner occupied commercial real estate and multi-family loans as a percentage of total capital ⁽³⁾		218.10	%		242.20	%		243.30	%
Allowance for credit losses (ACL) to total loans		1.15	%		1.17	%		1.14	%

⁽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.

"Third quarter soundness metrics all remain strong," Carpenter said. "All of the critical credit measures that we routinely monitor are in acceptable ranges for our operating model, and we expect these measures to remain consistent for the remainder of

this year. Even with the consistent growth this year, our capital ratios have remained constant. Our tangible equity ratio increased to 8.8 percent at Sept. 30, 2025 while our common equity tier one risk-based capital ratio stood at 10.8 percent, again basically unchanged for the year, even with meaningful asset growth. Consistent with our obsession with producing outsized financial results, our tangible book value per share of $61.53 at Sept. 30, 2025, increased 19.3 percent linked-quarter annualized."

PINNACLE AND SYNOVUS MERGER UPDATE:

Pinnacle reported strong progress on its merger with Synovus. The necessary regulatory applications were filed on August 25, 2025, and Pinnacle continues to believe that it will receive all necessary regulatory approvals in time to close the merger early in the first quarter of 2026.

Pinnacle continues to estimate cost savings from the merger of $250 million on a fully phased-in basis. Importantly, both companies believe the continued strong revenue momentum experienced in the third quarter only increases their confidence that the transaction will produce major revenue gains for the combined firm.

The power of the Pinnacle business model will be readily achievable throughout the combined company and management of both companies is committed to its prompt and effective implementation. The companies reiterated that earnings projections do not include incremental revenue opportunities but anticipate that future earnings will benefit substantially from realization of these identified revenue initiatives.

WEBCAST AND CONFERENCE CALL INFORMATION

Pinnacle will host a webcast and conference call at 8:30 a.m. CT on October 16, 2025, to discuss third quarter 2025 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 investors.pnfp.com.

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 bank in the Nashville-Murfreesboro-Franklin MSA, according to 2025 deposit data from the FDIC. Pinnacle is No. 9 on FORTUNE magazine's 2025 list of 100 Best Companies to Work For® in the U.S., its ninth consecutive appearance and was recognized by American Banker as one of America's Best Banks to Work For 12 years in a row and No. 1 among banks with more than $10 billion in assets in 2024.

The firm began operations in a single location in downtown Nashville, TN in October 2000 and has since grown to approximately $56.0 billion in assets as of Sept. 30, 2025. As the second-largest bank holding company headquartered 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," "aim," "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 impact of U.S. and global economic conditions, trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, and geopolitical instability; (iv) 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; (v) 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; (vi) 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; (vii) 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; (viii) risks associated with a prolonged shutdown of the United States federal government, including adverse effects on the national or local economies and adverse effects resulting from a shutdown of the U.S. Small Business Administration's SBA loan program; (ix) a merger or acquisition, like Pinnacle Financial's proposed merger with Synovus Financial Corp. ("Synovus"); (x) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (xi) effectiveness of Pinnacle Financial's asset management activities in improving, resolving or liquidating lower-quality assets; (xii) 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; (xiii) the results of regulatory examinations of Pinnacle Financial, Pinnacle Bank or BHG, or companies with whom they do business; (xiv) BHG's ability to profitably grow its business and successfully execute on its business plans; (xv) risks of expansion into new geographic or product markets; (xvi) the risk that the cost savings and synergies from Pinnacle Financial's proposed merger with Synovus may not be fully realized or may take longer than anticipated to be realized; (xvii) disruption to Synovus' business and to Pinnacle Financial's business as a result of the announcement and pendency of the proposed merger; (xviii) the risk that the integration of Pinnacle Financial's and Synovus' respective businesses and operations will be materially delayed or will be more costly or difficult than expected, including as a result of unexpected factors or events; (xix) the failure to obtain the necessary approvals of the proposed merger by the shareholders of Synovus or Pinnacle Financial; (xx) the amount of the costs, fees, expenses and charges related to the proposed merger; (xxi) the ability by each of Synovus and Pinnacle Financial to obtain required governmental approvals of the proposed transaction on the timeline expected, or at all, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company after the closing of the proposed transaction or adversely affect the expected benefits of the proposed transaction; (xxii) reputational risk and the reaction of Pinnacle Financial's and Synovus' customers, suppliers, employees or other business partners to the proposed merger; (xxiii) the failure of the closing conditions in the merger agreement related to the proposed merger to be satisfied, or any unexpected delay in closing the proposed merger or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (xxiv) the dilution caused by the issuance of shares of the common stock of the company resulting from the proposed merger of Pinnacle Financial and Synovus; (xxv) the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xxvi) risks related to management and oversight of the expanded business and operations of the combined company following the closing of the proposed merger; (xxvii) the possibility the combined company resulting from the proposed merger is subject to additional regulatory requirements as a result of the proposed merger or expansion of the resulting company's business operations following the proposed merger; (xxviii) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Synovus, Pinnacle Financial or the combined company resulting from the proposed merger; (xxix) general competitive, economic, political and market conditions and other factors that may affect future results of Synovus and Pinnacle Financial including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; and capital management activities; (xxx) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including goodwill or other intangible assets; (xxxi) the ineffectiveness of Pinnacle Bank's hedging strategies, or the unexpected counterparty failure or hedge failure of the underlying hedges; (xxxii) 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; (xxxiii) deterioration in the valuation of other real estate owned and increased expenses associated therewith; (xxxiv) 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; (xxxv) approval of the declaration of any dividend by Pinnacle Financial's board of directors; (xxxvi) 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; (xxxvii) 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; (xxxviii) Pinnacle Financial's ability to identify potential candidates for, consummate, and achieve synergies from, potential future acquisitions; (xxxix) difficulties and delays in integrating acquired businesses or fully realizing costs savings and other benefits from acquisitions; (xl) 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); (xli) changes in or interpretations of state and federal legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or legislative developments; (xlii) fluctuations in the valuations of Pinnacle Financial's equity investments and the ultimate success of such investments; (xliii) the availability of and access to capital; (xliv) 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 (xlv) 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, 2024, 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, 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, merger-related expenses incurred in connection with our proposed combination with Synovus 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 2025 versus certain periods in 2024 and to internally prepared projections.

Important Information About the Merger and Where to Find It

Steel Newco Inc. ("Newco") filed a registration statement on Form S-4 (File No. 333-289866) with the SEC on August 26, 2025, and an amendment on September 29, 2025, to register the shares of Newco common stock that will be issued to Pinnacle shareholders and Synovus shareholders in connection with the proposed transaction. The registration statement includes a joint proxy statement of Pinnacle and Synovus that also constitutes a prospectus of Newco. The registration statement was declared effective on September 30, 2025. Newco filed a prospectus on September 30, 2025, and Pinnacle and Synovus each filed a definitive proxy statement on September 30, 2025. Pinnacle and Synovus each commenced mailing of the definitive joint proxy statement/prospectus to their respective shareholders on or about September 30, 2025. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (AND ANY OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Pinnacle, Synovus or Newco through the website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of Pinnacle or Synovus at:

Pinnacle Financial Partners, Inc.

21 Platform Way South

Nashville, TN 37203

Attention: Investor Relations

Investor.Relations@pnfp.com

(615) 743-8219

Synovus Financial Corp.

33 West 14th Street

Columbus, GA 31901

Attention: Investor Relations

InvestorRelations@Synovus.com

(701)641-6500

Before making any voting or investment decision, investors and security holders of Pinnacle and Synovus are urged to read carefully the entire registration statement and definitive joint proxy statement/prospectus, including any amendments thereto, because they contain important information about the proposed transaction. Free copies of these documents may be obtained as described above.

Participants in Solicitation

Pinnacle and Synovus and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Pinnacle's shareholders and Synovus' shareholders in respect of the proposed transaction under the rules of the SEC. Information regarding Pinnacle's directors and executive officers is available in Pinnacle's proxy statement for its 2025 annual meeting of shareholders, filed with the SEC on March 3, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1115055/000111505525000063/pnfp-20250303.htm) (the "Pinnacle 2025 Proxy"), under the headings "Environmental, Social and Corporate Governance," "Proposal 1 Election of Directors," "Information About Our Executive Officers," "Executive Compensation," "Security Ownership of Certain Beneficial Owners and Management," and "Certain Relationships and Related Transactions," and in Pinnacle's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1115055/000111505525000042/pnfp-20241231.htm), and in other documents subsequently filed by Pinnacle with the SEC, which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of Pinnacle's securities by Pinnacle's directors or executive officers from the amounts described in the Pinnacle 2025 Proxy have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Pinnacle 2025 Proxy and are available at the SEC's website at www.sec.gov. Additional information regarding the interests of such participants is included in the definitive joint proxy statement/prospectus and will be included in other relevant materials to be filed with the SEC. Information regarding Synovus' directors and executive officers is available in Synovus' proxy statement for its 2025 annual meeting of shareholders, filed with the SEC on March 12, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018349/000001834925000057/syn-20250312.htm) (the "Synovus 2025 Proxy"), under the headings "Corporate Governance and Board Matters," "Director Compensation," "Proposal 1 Election of Directors," "Executive Officers," "Stock Ownership of Directors and Named Executive Officers," "Executive Compensation," "Compensation and Human Capital Committee Report," "Summary Compensation Table," and "Certain Relationships and Related Transactions," and in Synovus' Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018349/000001834925000049/syn-20241231.htm), and in other documents subsequently filed by Synovus with the SEC, which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of Synovus' securities by Synovus' directors or executive officers from the amounts described in the Synovus 2025 Proxy have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Synovus 2025 Proxy and are available at the SEC's website at www.sec.gov.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS – UNAUDITED

*(dollars in thousands, except for share and per share data)*	Sept. 30, 2025			Dec. 31, 2024			Sept. 30, 2024
*ASSETS*
Cash and noninterest-bearing due from banks	$	295,133		$	320,320		$	276,578
Restricted cash		128,830			93,645			193,758
Interest-bearing due from banks		2,841,647			3,021,960			2,362,828
Cash and cash equivalents		3,265,610			3,435,925			2,833,164
Securities purchased with agreement to resell		83,120			66,449			66,480
Securities available-for-sale, at fair value		6,411,806			5,582,369			5,390,988
Securities held-to-maturity (fair value of $2.4 billion, $2.6 billion and $2.7 billion, net of allowance for credit losses of $1.7 million, $1.7 million, and $1.7 million at Sept. 30, 2025, Dec. 31, 2024, and Sept. 30, 2024, respectively)		2,644,802			2,798,899			2,902,253
Consumer loans held-for-sale		163,129			175,627			178,600
Commercial loans held-for-sale		12,267			19,700			8,617
Loans		37,932,613			35,485,776			34,308,310
Less allowance for credit losses		(434,450	)		(414,494	)		(391,534	)
Loans, net		37,498,163			35,071,282			33,916,776
Premises and equipment, net		337,552			311,277			295,348
Equity method investment		389,109			436,707			424,637
Accrued interest receivable		218,647			214,080			226,178
Goodwill		1,848,904			1,849,260			1,846,973
Core deposits and other intangible assets		18,108			21,423			22,755
Other real estate owned		5,129			1,278			750
Other assets		3,067,203			2,605,173			2,588,369
Total assets	$	55,963,549		$	52,589,449		$	50,701,888
*LIABILITIES AND SHAREHOLDERS' EQUITY*
Deposits:
Noninterest-bearing	$	8,952,978		$	8,170,448		$	8,229,394
Interest-bearing		15,031,854			14,125,194			12,615,993
Savings and money market accounts		17,097,698			16,197,397			15,188,270
Time		4,644,594			4,349,953			4,921,231
Total deposits		45,727,124			42,842,992			40,954,888
Securities sold under agreements to repurchase		325,573			230,244			209,956
Federal Home Loan Bank advances		1,777,003			1,874,134			2,146,395
Subordinated debt and other borrowings		426,483			425,821			425,600
Accrued interest payable		48,484			55,619			59,285
Other liabilities		802,690			728,758			561,506
Total liabilities		49,107,357			46,157,568			44,357,630
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 Sept. 30, 2025, Dec. 31, 2024, and Sept. 30, 2024, respectively		217,126			217,126			217,126
Common stock, par value $1.00; 180.0 million shares authorized; 77.6 million, 77.2 million and 77.2 million shares issued and outstanding at Sept. 30, 2025, Dec. 31, 2024, and Sept. 30, 2024, respectively		77,558			77,242			77,232
Additional paid-in capital		3,141,416			3,129,680			3,120,842
Retained earnings		3,579,862			3,175,777			3,045,571
Accumulated other comprehensive loss, net of taxes		(159,770	)		(167,944	)		(116,513	)
Total shareholders' equity		6,856,192			6,431,881			6,344,258
Total liabilities and shareholders' equity	$	55,963,549		$	52,589,449		$	50,701,888
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						Nine months ended
	Sept. 30, 2025		June 30, 2025		Sept. 30, 2024		Sept. 30, 2025			Sept. 30, 2024
Interest income:
Loans, including fees	$	588,131	$	568,857	$	570,489	$	1,704,356		$	1,663,347
Securities
Taxable		67,158		66,989		65,776		196,000			161,824
Tax-exempt		27,646		27,104		23,860		79,980			72,832
Federal funds sold and other		38,312		31,820		34,740		103,841			115,735
Total interest income		721,247		694,770		694,865		2,084,177			2,013,738
Interest expense:
Deposits		294,164		284,614		310,527		852,171			915,944
Securities sold under agreements to repurchase		1,423		1,222		1,495		3,671			4,210
FHLB advances and other borrowings		28,795		29,401		31,339		87,509			91,784
Total interest expense		324,382		315,237		343,361		943,351			1,011,938
Net interest income		396,865		379,533		351,504		1,140,826			1,001,800
Provision for credit losses		31,939		24,245		26,281		73,144			90,937
Net interest income after provision for credit losses		364,926		355,288		325,223		1,067,682			910,863
Noninterest income:
Service charges on deposit accounts		18,290		17,092		16,217		52,410			44,219
Investment services		23,910		19,324		17,868		62,051			48,339
Insurance sales commissions		4,016		3,693		3,286		12,383			10,853
Gains on mortgage loans sold, net		1,828		1,965		2,643		6,300			8,792
Investment losses on sales of securities, net		—		—		—		(12,512	)		(72,103	)
Trust fees		10,316		9,280		8,383		28,936			24,121
Income from equity method investment		40,614		26,027		16,379		87,046			51,102
Gain on sale of fixed assets		—		202		1,837		412			2,220
Other noninterest income		48,964		47,874		48,629		134,795			142,090
Total noninterest income		147,938		125,457		115,242		371,821			259,633
Noninterest expense:
Salaries and employee benefits		187,001		181,246		160,234		540,336			456,361
Equipment and occupancy		48,910		48,043		42,564		143,133			123,246
Other real estate, net		146		137		56		341			162
Marketing and other business development		7,902		8,772		5,599		25,340			18,500
Postage and supplies		3,401		3,192		2,965		9,963			8,871
Amortization of intangibles		1,398		1,400		1,558		4,215			4,710
Merger-related expenses		7,727		—		—		7,727			—
Other noninterest expense		46,654		43,656		46,343		134,017			161,223
Total noninterest expense		303,139		286,446		259,319		865,072			773,073
Income before income taxes		209,725		194,299		181,146		574,431			397,423
Income tax expense		36,589		35,759		34,455		102,347

PNFP Reports 3Q25 Diluted EPS of $2.19, or $2.27 Excluding Merger-Related Expenses