Pinnacle Financial on track for March 2027 conversion
Pinnacle's integration roadmap lists client outreach, training and a mock conversion before its core and brand conversion scheduled for March 2027.
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
Pinnacle Financial Partners, Inc. is scheduled to participate in a fireside chat at the BancAnalysts Association of Boston Conference on November 5, 2026, at 2:10 p.m. ET. It describes integration of its recently completed business combination with Synovus Financial Corp., with core and brand conversion on track for March 2027.
The roadmap lists November testing, digital mocks and client outreach; December training and defect remediation; a January mock conversion; and client communications mailed in February, with more than 1,600 embedded support points across the footprint. Pinnacle reports 95% revenue-producer retention, a client NPS score of 68 (+2 versus 1Q26), a 93% Great Place to Work survey score and a #1 client NPS rank versus an expanded peer set. More than 50% of new revenue producers year to date are in legacy Synovus core markets. One annual cash incentive plan applies to about 94% of about 8,600 team members, with EPS growth weighted 75% and revenue growth 25%, subject to an asset quality qualifier.
Filing Explained
The presentation adds a separate long-term equity plan: it says annual stock awards make all team members shareholders, while executives’ awards weight tangible book value per share growth and return on average tangible common equity equally, with performance measured against peers over three years and a total-shareholder-return modifier.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
New revenue producers in legacy Synovus core markets: More than 50%
Revenue-producer retention: 95%
Client NPS score: 68
+4 more
7 metrics
New revenue producers in legacy Synovus core markets
More than 50%
Year to date
Revenue-producer retention
95%
Client NPS score
68
+2 versus 1Q26
Great Place to Work survey score
93%
Year to date as of September 30, 2026
Client NPS rank
#1
Versus expanded peer set
Embedded support points
1,600+ points
Across the footprint
Average revenue-producer experience
18 years
Average experience
Key Terms
Core + brand conversion, Asset Quality Qualifier, NPS score, Tangible common equity ratio, +1 more
5 terms
Core + brand conversion technical
"Core + brand conversion"
Asset Quality Qualifier financial
"Asset Quality Qualifier"
NPS score technical
"CLIENT NPS SCORE 68 +2 vs 1Q26"
Tangible common equity ratio financial
"The tangible common equity ratio is used by stakeholders to assess our capital position"
Tangible common equity ratio measures how much real, loss-absorbing capital common shareholders have relative to a company's tangible assets—calculated by removing intangible items (like goodwill) and preferred equity from total equity and comparing that net amount to tangible assets. Think of it as the thickness of a safety cushion made of solid, visible value rather than accounting entries; investors use it to judge how well a company could withstand losses and protect common shareholders' claims.
Adjusted pre-provision net revenue (PPNR) financial
"adjusted pre-provision net revenue (PPNR)"
Adjusted pre-provision net revenue (adjusted PPNR) is a bank’s core income from interest, fees and trading before subtracting money set aside for loan losses, with one-time or irregular items removed so the figure shows recurring operating performance. For investors it acts like a company’s ‘everyday’ cash flow—helping assess a bank’s ability to cover future losses, pay dividends or grow, without the noise of temporary gains, write‑offs or accounting quirks.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When is PNFP's core and brand conversion scheduled?
The core and brand conversion is on track for March 2027. The roadmap lists testing, digital mocks and client outreach in November, training and defect remediation in December, a mock conversion in January, and conversion communications mailed to clients in February.
What platform work does PNFP list for the integration?
Pinnacle lists Client Care, Mortgage Origination, its HSA offering and select Capital Markets capabilities as key platform migrations. It also lists phased PNFP card reissuance and initial signage deployment among the integration work.
How is PNFP's annual cash incentive weighted?
The annual cash incentive plan weights EPS growth at 75% and revenue growth at 25%, subject to an asset quality qualifier. Pinnacle says one core plan covers about 94% of about 8,600 team members.
AI-generated analysis. How Rhea-AI works. Not financial advice.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of Earliest Event Reported)
(Exact Name of Registrant as Specified in its Charter)
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(706 ) 641-6500
(Registrant’s telephone number, including area code)
__________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD. | ||||
Pinnacle Financial Partners, Inc. (“Pinnacle”) is scheduled to participate in a fireside chat at the BancAnalysts Association of Boston Conference on November 5, 2026 at 2:10 p.m. ET. A copy of the presentation materials to be used by Pinnacle during its presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in Item 7.01 of this Current Report by this reference. The presentation materials will also be available on Pinnacle’s website at investors.pnfp.com.
The information contained in this Item 7.01, including the information set forth in the presentation materials furnished as Exhibit 99.1 to, and incorporated in, this Current Report, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section. The information in Exhibit 99.1 furnished pursuant to this Item 7.01 shall not be incorporated by reference into any registration statement or other documents pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.
| Item 9.01 | Financial Statements and Exhibits | |||||||
| (d) | Exhibits | |||||||
| Exhibit No. | Description | |||||||
| 99.1 | Presentation materials to be presented on November 5, 2026 | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Pinnacle Financial Partners, Inc. has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 4, 2026 | PINNACLE FINANCIAL PARTNERS, INC. | ||||
By: /s/ Allan E. Kamensky | |||||
| Name: Allan E. Kamensky | |||||
| Title: Executive Vice President and Chief Legal Officer | |||||
Scaling the Model BancAnalysts Association of Boston Conference November 2026 Exhibit 99.1
Forward-Looking Statements This slide presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute "forward-looking statements" within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through Pinnacle’s use of words such as "believes," "anticipates," "expects," "may," "will," "assumes," "predicts," "could," "should," "would," "intends," "targets," "estimates," "projects," "plans," "potential" and other similar words and expressions of the future or otherwise regarding the outlook for Pinnacle's future business and financial performance and/or the performance of the banking industry and economy in general. These forward-looking statements include, among others, statements on our expectations related to (1) the anticipated benefits and risks related to the recently completed business combination transaction between Synovus Financial Corp., a Georgia corporation (“Synovus”) and Pinnacle Financial Partners, Inc., a Tennessee corporation (“Legacy Pinnacle”), including the risk that the cost savings and revenue synergies from the transaction may not be fully realized or may take longer than anticipated to be realized, the risk that the integration of Legacy Pinnacle’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, and risks related to management and oversight of the expanded business and operations of the combined company; (2) loan growth; (3) deposit growth; (4) net interest income and net interest margin; (5) revenue growth, including growth attributable to Pinnacle’s investment in Bankers Healthcare Group ("BHG"); (6) non-interest expense; (7) credit trends and key credit performance metrics; (8) our future operating and financial performance; (9) our strategy and initiatives for future revenue growth, balance sheet optimization, capital management, and expense management, including those statements related to our talent recruitment strategy and expected embedded growth from that strategy; (10) our effective tax rate; (11) our capital position; and (12) our assumptions underlying these expectations. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Pinnacle to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this presentation. Many of these factors are beyond Pinnacle's ability to control or predict. These forward-looking statements are based upon information presently known to Pinnacle's management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in Pinnacle's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 under the captions "Cautionary Notice Regarding Forward-Looking Statements" and "Risk Factors" and in Pinnacle’s quarterly reports on Form 10-Q and current reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law. 2
Use of Non-GAAP Financial Measures This slide presentation contains certain non-GAAP financial measures determined by methods other than in accordance with generally accepted accounting principles. Such non-GAAP financial measures include the following: adjusted net income available to common shareholders; adjusted diluted earnings per share; adjusted return on average assets; adjusted return on common equity; return on average tangible common equity; adjusted return on average tangible common equity; adjusted non-interest revenue; adjusted total revenue taxable equivalent (TE); adjusted non-interest expense; adjusted tangible efficiency ratio; tangible common equity ratio; adjusted tangible common equity ratio; tangible book value per common share; adjusted revenue per share; and adjusted pre-provision net revenue (PPNR). The most comparable GAAP measures to these measures are net income available to common shareholders; diluted earnings per share; return on average assets; return on common equity; return on average common equity; total non-interest revenue; total revenue; revenue per share; total non-interest expense; efficiency ratio-TE; total shareholders' equity to total assets ratio; book value per common share; and PPNR, respectively. Management believes that these non-GAAP financial measures provide meaningful additional information about Pinnacle to assist management and investors in evaluating Pinnacle's operating results, financial strength, the performance of its business and the strength of its capital position. However, these non-GAAP financial measures have inherent limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of operating results or capital position as reported under GAAP. The non-GAAP financial measures should be considered as additional views of the way our financial measures are affected by significant items and other factors, and since they are not required to be uniformly applied, they may not be comparable to other similarly titled measures at other companies. Adjusted net income available to common shareholders, adjusted diluted earnings per share; and adjusted return on average assets are measures used by management to evaluate operating results exclusive of items that are not indicative of ongoing operations and impact period-to-period comparisons. Return on average tangible common equity and adjusted return on average tangible common equity are measures used by management to compare Pinnacle's performance with other financial institutions because it calculates the return available to common shareholders without the impact of intangible assets and their related amortization, thereby allowing management to evaluate the performance of the business consistently. Adjusted non-interest revenue, adjusted total revenue TE, and adjusted revenue per share are measures used by management to evaluate non-interest revenue, total revenue and adjusted revenue per share exclusive of net investment securities gains (losses), fair value adjustments on nonqualified deferred compensation, and other items not indicative of ongoing operations that could impact period-to-period comparisons. Adjusted non-interest expense and the adjusted tangible efficiency ratio are measures utilized by management to measure the success of expense management initiatives focused on reducing recurring controllable operating costs. The tangible common equity ratio is used by stakeholders to assess our capital position. Tangible book value per common share is used by stakeholders to assess our financial stability and value. Adjusted PPNR is used by management to evaluate PPNR exclusive of items that management believes are not indicative of ongoing operations and impact period-to-period comparisons. Management does not provide a reconciliation for forward-looking non-GAAP financial measures where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the occurrence and the financial impact of various items that have not yet occurred, are out of Pinnacle's control, or cannot be reasonably predicted. For the same reasons, Pinnacle's management is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures. 3
The Pinnacle Model Economically Resilient Growth 1Q26 2Q26 3Q26 Revenue Producer Hires Other Markets L-SNV Core Markets More than 50% of new revenue producers YTD are in legacy Synovus core markets Successfully migrated employees to PNFP incentive model “ The resounding feedback from my teams has been a message of excitement – that this is how banking was always meant to be. − Charlie Clark, State Head of GA Source: Internal Data; Note: GPTW defined as Great Place to Work, #3 reflective of rank in Financial Service and Insurance industry; (1) With core plan also subject to certain asset quality governors Relationship-driven hiring Continuous recruiting of bankers through the network; goal of bringing their best clients & colleagues Decentralized empowerment Local authority on decisions; specialists support the geographies & collaborate around the client One unified incentive Core plan centers on EPS & revenue growth(1) - metrics that drive shareholder return - not individual scorecards ATTRACT Be the best place to work GPTW #3 · 93% score HIRE Land experienced producers Avg 18 yrs experience GROW Migrate Business Significant future growth already embedded ALIGN Drive collaboration & EPS focus ~8,600 employees · 1 core incentive plan OUTPERFORM Reach #1 in growth & returns THE PINNACLE FLYWHEEL The Model Scales to Legacy Synovus Markets 4
Culture Strengthens Through the Merger The effort we pour in - deliberate, personal, relentless - protects the soul of the company and shows up in every score. HIGH EFFORT Leaders put in the work Monday Morning Sales Meetings Every market, every week. Aligned before the week begins. New Hire Welcome Days in Nashville Every new teammate welcomed personally by Kevin Blair. HIGH ENGAGEMENT Employees feel the difference GREAT PLACE TO WORK #3 HAPPY CLIENTS Clients respond with loyalty CLIENT NPS SCORE 68 +2 vs 1Q26 Sources: 2026 Great Place to Work Trust Index Survey and Best Workplaces in Financial Services and Insurance, published October 6, 2026; Coalition Greenwich Voice of Client, 2026 US Commercial Banking Study, Q2 2026 R4Q. Businesses with $1–500MM in sales in Pinnacle’s footprint (AL, FL, GA, KY, NC, SC, TN, VA, DC). NPS rank vs. 9 peer banks; Business Momentum vs. 4 peer banks; company disclosures; (1) Compared to a combined basis 2 Day Orientation 8 hours of leadership presentations, then over the wall. Regular Market Visits Every spare moment, on the ground, with the team. REVENUE PRODUCER RETENTION 95% CLIENT NPS RANK #1 Vs Expanded Peer Set Maintained #1 in Business Momentum % clients planning to do more business with you less those planning to do less Grew ~3x Faster than Our MSA Footprint According to annual FDIC deposit market share data as of 6/30/26 (1) GREAT PLACE TO WORK SURVEY 93% #1Added More & Lost Fewer Large Accounts # new clients with $10k+ in deposits up 4% 3Q YTD YOY; attrition down 10% and balances up 25% for the same cohort(1)Best Workplaces Financial Services & Insurance Say Pinnacle is a Great Place to Work YTD as of 9/30/26 5
Merger Brings New Capabilities to Both Sides Synergies unlocked by a more valuable offering on both sides of the combination F R O M S Y N O V U S New to legacy Pinnacle clients P R O D U C T S S P E C I A L T Y B U S I N E S S L I N E S • Agriculture • Financial Institutions • Senior Housing • Affordable Housing • Asset Based Lending • Lender Finance • Premium Finance • ISO Sponsorship • Institutional Trust • Family Office F R O M P I N N A C L E New to legacy Synovus clients P R O D U C T S S P E C I A L T Y B U S I N E S S L I N E S N E W T O A L L ERP integration Upgraded branch technology New Trust platform (2028) • Music, Sports & Entertainment • Legal Banking • Renewable Energy • Captive Banking • Convenience & Gas • Equipment Finance • Insurance Commercial & Treasury • Gateway digital platform powered by Q2: robust payment capabilities, mobile app and reporting tools • Integrated Positive Pay • International product set and FX wire • Treasury product bundles for small business • Mobile ready Flex LOC Consumer & Wealth • Digital Banking powered by Candescent: online origination, digital wallet and AI-powered insights • Wealth credit product expansion • Carefull financial safety Commercial & Deposits • Specialty deposit verticals (HOA, Captive) • Deposit escrow products and client management tools Consumer • Affinity debit cards for specialty verticals • Medical HELOC 6
Key Focus Areas through March Conversion is on Track for March 2027 Testing, training and client-first preparation support confidence in a successful March conversion. T O D A Y Foundations Key decisions + planning March 2027 Core + brand conversion Delivered YTD Execution Design, build, test, roll- out early functionality Rehearsals Train, test, and prepare team members & clients for March conversion Additional Synergies Unlocked ✓ Thoughtfully designed systems, products and processes with client continuity/experience at the forefront. ✓ Key platform migrations: Client Care, Mortgage Origination, HSA offering, select Capital Markets capabilities. ✓ Phased PNFP card reissuance and initial signage deployment. INTEGRATION JOURNEY November Testing & Digital Mocks · Client Outreach December Training · Defect remediation January Mock conversion February Conversion communication mailed to clients 1,600+ points of embedded support across the footprintMarch Illustrative key focus areas by month New tools to support faster, smoother conversion • AI-powered commercial digital assistant for client servicing and support • Digitally powered commercial client switch tool • Synovus-built chat tool for quick reference to policies and procedures Hundreds of enterprise client conversions executed on Q2, the platform behind Gateway 7
Team is Aligned on Driving Shareholder Value ANNUAL CASH INCENTIVE One plan, built on growth LONG-TERM EQUITY Owners at every level BHAG PNFP 2026E 100% Payout Top Quartile 2026E Pro Forma Revenue Growth Targets are set within top quartile bands For ~94% of our ~8,600 team members • EPS Growth: 75% weighting • Revenue Growth: 25% weighting • Asset Quality Qualifier Note: BHAG defined as Big Hairy Audacious Goal; 2026E growth reflects S&P Capital IQ Pro consensus as of October 29, 2026 for PNFP and such peers as ASB, BOKF, CFG, CFR, COLB, FCNC.A, FHN, FITB, FLG, FNB, HBAN, KEY, MTB, ONB, PNC, RF, SSB, TFC, UMBF, VLY, WAL, WTFC, ZION. 2026E revenue growth is pro forma for certain peer mergers completed in 2025 and 2026; 2026E EPS growth is not adjusted for mergers ALL Team Members Equity for everyone Annual stock awards make every team member a shareholder with a stake in long-term value 100% payout requires top quartile ranking vs. peers Equity earned on performance Measured against peers over three years PNFP 2026E BHAG 100% Payout Top Quartile 2026E EPS Growth ONE Core Plan ALL Executives • Tangible Book Value Per Share Growth: 50% weighting • Return on Avg Tangible Common Equity: 50% weighting • Total Shareholder Return Modifier 8
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