Pinnacle Finl Partners Inc SEC Filings

Pinnacle Financial Partners, Inc. is offering senior unsecured fixed rate / floating rate notes due 2032. The notes pay a fixed rate through a defined fixed period and thereafter pay a floating rate tied to Compounded SOFR plus a spread. The notes are senior unsecured obligations of Pinnacle, are not guaranteed by subsidiaries, and are not FDIC insured. The issuer may redeem the notes on specified redemption dates (including a par call date one year prior to maturity) and may issue additional notes of the same series. Net proceeds are stated to be for general corporate purposes, which may include repayment of existing debt.

Pinnacle Financial Partners, Inc. is providing updated unaudited pro forma condensed combined financial information reflecting its merger with Synovus Financial Corp. as if completed at the start of 2025. The pro forma balance sheet shows total assets of $120,326,738k and total deposits of $98,712,114k.

The preliminary purchase price for Synovus is $7,575,978k, generating estimated goodwill of $1,629,339k based on Synovus net assets at fair value of $5,946,639k. Pro forma 2025 net income attributable to shareholders is $1,077,303k, with basic net income per common share of $6.80 on 149,602k weighted average shares. The company emphasizes these figures are illustrative, rely on preliminary fair value estimates and accounting assumptions, and may change materially as valuation and policy-conformance work is finalized.

Pinnacle Financial Partners, Inc. board chair M. Terry Turner reported a bona fide gift of 27,335 shares of Common Stock. The shares were transferred at no stated price as a gift rather than a market sale. After this disposition, Turner directly holds 425,351 Pinnacle Financial shares.

Pinnacle Financial Partners reported Q1 2026 results reflecting its merger with Synovus and a significantly larger balance sheet. Total assets reached $122.8 billion versus $57.7 billion at year-end 2025, with loans at $85.2 billion and deposits at $100.1 billion.

Net income was $150 million, up from $140 million a year earlier, but diluted EPS declined to $0.89 from $1.77 as the share count nearly doubled. Non-interest expense jumped to $952 million, including $275 million of merger-related costs such as advisory fees and employee expenses.

The merger generated preliminary goodwill of $1.6 billion and identifiable intangibles of $1.1 billion, lifting total goodwill to $3.48 billion and other intangibles to $1.09 billion. The total allowance for credit losses was about $1.0 billion, with an allowance for loan losses of $942 million as loan balances, pledged loans, and economic forecasts all increased.

Pinnacle Financial Partners Inc Schedule 13G ownership filing shows Vanguard Capital Management beneficially owns 7,895,699 shares of common stock, equal to 5.22% of the class. The filer reports sole voting power for 1,127,885 shares and sole dispositive power for 7,895,699 shares. The filing is signed by Ashley Grim on 04/30/2026.

Pinnacle Financial Partners, Inc. reported first quarter 2026 results that reflect its January 1 merger with Synovus. Net income available to common shareholders was $135 million, or $0.89 diluted EPS, versus $1.77 a year earlier. Excluding merger-related items and securities impacts, adjusted net income available to common shareholders was $363 million, or $2.39 diluted EPS, up from $1.90 in first quarter 2025.

Loans reached $85.2 billion and deposits $100.1 billion at March 31, 2026, with management highlighting strong organic loan and core deposit growth on a combined basis. Net interest income was $933 million and the net interest margin expanded to 3.53%, helped by purchase accounting accretion and fixed-rate asset repricing.

Non-interest revenue totaled $284 million, with adjusted non-interest revenue of $282 million driven by core banking, wealth management and capital markets fees plus income from the BHG equity investment. Credit quality remained solid, with a net charge-off ratio of 0.23%, a non-performing asset ratio of 0.58%, and an allowance for credit losses equal to 1.19% of loans. The preliminary Common Equity Tier 1 capital ratio was 9.83% at quarter-end.

Pinnacle Financial Partners (PNFP) completed the merger with Synovus, closing on January 1, 2026 after a 160‑day integration period and entered 2026 as a combined franchise.

Legacy Pinnacle reported $119 billion assets, $84 billion loans and $99 billion deposits (as of Dec. 31, 2025), diluted EPS of $8.07 and adjusted diluted EPS of $8.37 (+22%). Management forecasts 2026 loan growth 9–11%, deposit growth 8–10%, a $0.50 quarterly dividend and up to $400 million in share repurchases.

Pinnacle Financial Partners, Inc. is asking shareholders to vote at its virtual 2026 annual meeting on May 21, 2026. This is the first shareholder meeting after the January 1, 2026 merger of Legacy Pinnacle and Synovus, creating a combined regional bank focused on the Southeast.

Shareholders will elect 15 directors for one-year terms, vote on approval of the 2026 Omnibus Plan, and cast advisory votes on executive compensation and how often to hold future Say on Pay votes. They will also vote on ratifying KPMG LLP as independent auditor for 2026.

The company reports 151,089,045 common shares outstanding as of the March 26, 2026 record date, each with one vote. The board highlights a governance framework featuring a non‑independent chair, an independent lead director, fully independent key committees, robust risk oversight, stock ownership guidelines for directors and executives, and a mandatory clawback policy effective January 1, 2026.

Pinnacle Financial Partners, Inc. Chief Administrative Officer Jennifer Spinks Upshaw reported a small tax-related share disposition. On the vesting of certain restricted stock units and related dividend equivalents, 3 shares of common stock were withheld at $83.55 per share to satisfy tax withholding obligations, leaving her with 12,525 directly owned shares.