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Note 1 - Basis of Presentation and Accounting Policies

General

The accompanying unaudited interim condensed consolidated financial statements of Pinnacle Financial Partners, Inc. include the accounts of the Parent Company and its consolidated subsidiaries. Pinnacle, headquartered in Atlanta, Georgia, is a financial holding company whose primary business is conducted by its wholly-owned subsidiary, Pinnacle Bank. Pinnacle Bank is a Tennessee state-chartered bank headquartered in Nashville, Tennessee. Pinnacle Bank also holds a 49% interest in Bankers Healthcare Group, LLC (BHG), a company that primarily serves as a full-service commercial loan provider to healthcare and other professional practices and providers but also makes consumer loans for various purposes. Pinnacle Bank provides a full range of banking services, including investment, mortgage, insurance and comprehensive wealth management services, in several primarily urban markets and their surrounding communities.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the instructions to the SEC Form 10-Q and Article 10 of Regulation S-X; therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, comprehensive income (loss), and cash flows in conformity with GAAP. All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the consolidated financial position and results of operations for the periods covered by this Report have been included. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes appearing in Pinnacle's 2025 Form 10-K. We have described relevant updates to the significant accounting policies presented in Pinnacle's 2025 Form 10-K below, as the updates are primarily a result of the Merger. Refer to Note 2 - Business Combination, for more information related to the Merger.

Reclassifications

Prior periods consolidated financial statements are reclassified whenever necessary to conform to the current period's presentation.

Use of Estimates in the Preparation of Financial Statements

In preparing the consolidated financial statements in accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the respective consolidated balance sheets and the reported amounts of revenue and expense for the periods presented. Actual results could differ significantly from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the ACL, estimates of fair value, income taxes, contingent liabilities and the purchase price allocation associated with the Merger.

Business Combinations

Business combinations are accounted for under the acquisition method, in which the identifiable assets acquired and liabilities assumed are generally measured and recognized at fair value as of the acquisition date, with the excess of the purchase price over the fair value of the net assets acquired capitalized as goodwill. Items such as acquired right-of-use (ROU) lease assets and operating lease liabilities as lessee, employee benefit plans, and income-tax related balances are recognized in accordance with other applicable GAAP, which may result in measurements that differ from fair value. Business combinations are included in the consolidated financial statements from the respective dates of acquisition. Historical reporting periods reflect only the results of Legacy Pinnacle operations. Merger-related expenses are recorded in non-interest expense in the period incurred. Additional information regarding the Merger can be found in Note 2 - Business Combination.

Allowance for Credit Losses (ACL)

The Company estimates its ACL in accordance with the CECL methodology as required by ASC 326. Management assesses the adequacy of the ACL on a quarterly basis. This assessment includes procedures to estimate expected credit losses and to evaluate the appropriateness of the resulting allowance balance. The ACL represents management’s estimate of expected credit losses over the remaining contractual life of loans held for investment as of the balance sheet date.

The ACL is based on management’s evaluation of historical loss experience, current conditions, and reasonable and supportable forecasts of future economic conditions. In developing the estimate, management considers asset quality trends, portfolio composition and concentrations, borrower performance and repayment capacity (including the timing of future payments), collateral values, industry conditions, underwriting standards, risk rating migration, policy exceptions, results of internal and independent loan reviews, peer and regulatory information, and other qualitative factors deemed relevant. The ACL is increased through the provision for credit losses and reduced by charge‑offs, net of recoveries.

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Credit Loss Estimation Methodologies

The Company’s loan loss estimation process is designed to reflect the unique risk characteristics of its loan portfolio segments—Commercial & Industrial, Commercial Real Estate, and Consumer—while applying a consistent, principles‑based framework across all segments. Each portfolio segment is further disaggregated into loan classes, which represent the level at which credit risk is evaluated and credit quality is monitored.

Expected credit losses are estimated over the contractual life of the loan, adjusted for expected prepayments and curtailments, using modeling approaches that incorporate key drivers of credit risk, including borrower default risk, exposure at default, and expected loss severity. These estimates rely on forecasted probabilities of default and loss severity assumptions informed by historical loss experience, collateral characteristics, and other relevant loan‑level and portfolio‑level factors.

Macroeconomic conditions are incorporated into the estimation process through forward‑looking forecasts applied across multiple probability‑weighted scenarios representing a range of plausible economic outcomes. Such variables may include, among others, unemployment rates, gross domestic product, commercial and residential property price indices, household debt and financial obligation ratios, and other relevant economic measures. Forecasts of these variables are obtained from independent third‑party sources and used as inputs into the Company’s credit loss models. Collectively, these inputs are used to estimate life‑of‑loan expected credit losses in a manner that is responsive to changes in portfolio composition, credit quality, and the economic environment.

Reasonable and Supportable Forecast Period

Expected credit losses are estimated over a period for which management is able to develop reasonable and supportable economic forecasts. For periods beyond the reasonable and supportable forecast horizon, the Company reverts expected credit losses to long‑term historical averages using a straight‑line methodology. The length of the reasonable and supportable forecast period and the reversion period are evaluated quarterly and may vary based on economic conditions, portfolio characteristics, and modeling considerations.

Qualitative Adjustments

Modeled expected credit losses are supplemented by qualitative adjustments to capture risks not fully reflected in the quantitative models. Qualitative factors may include, among others, changes in portfolio concentrations, lending policies, underwriting practices, competitive conditions, economic forecast limitations, loan maturity extensions, team member experience and turnover, independent loan review results, regulatory developments, and emerging risks that are not represented in historical loss data. These adjustments, in management's judgment, are necessary to reflect losses expected in the portfolio and are based on management's analysis of current and expected economic conditions and their impact to the portfolio.

Individually Analyzed Loans

Loans that do not share similar risk characteristics with collectively evaluated pools are evaluated on an individual basis. Individual evaluations are generally performed for loans that have experienced significant credit deterioration or where repayment is expected to be substantially dependent on the operation or sale of the underlying collateral.

For individually analyzed loans, expected credit losses are measured using either the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral, less estimated selling costs, when the loan is collateral‑dependent.

When management determines that a portion of an individually analyzed loan is uncollectible, the uncollectible amount is written off against the ACL.

Loan Modifications to Borrowers Experiencing Financial Difficulty

The Company modifies loans for borrowers experiencing financial difficulty in the normal course of business. An assessment of financial difficulty is made at the time of modification. Because the effects of most loan modifications are already incorporated into the ACL through the Company’s modeling methodologies, a modification generally does not result in an additional allowance adjustment. When principal forgiveness is granted, the forgiven amount is deemed uncollectible and is written off against the ACL.

Purchased Loans

Loans acquired in a business combination are recognized on the acquisition date at their estimated fair value based on expected future cash flows discounted at a market-based rate of interest and inclusive of adjustments for credit risk, interest rate risk, liquidity and other factors. Acquired loans that have experienced more-than-insignificant deterioration in credit quality since origination are classified as PCD loans. An ACL is established for the initial estimate of expected credit losses on PCD loans as of the acquisition date and recorded through a gross-up adjustment to the loan's amortized cost basis, with no immediate impact to earnings. Subsequent changes in expected credit losses on PCD loans are recognized through the provision

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for credit losses. In addition, we adopted ASU 2025-08 as of January 1, 2026, whereby non-PCD loans acquired in a business combination are deemed purchased seasoned loans with an ACL also established for the initial estimate of expected credit losses as of the acquisition date and recorded through a gross-up adjustment to the loans' amortized cost basis. See Note 2 - Business Combination for additional information on loans acquired in a business combination.

Accrued Interest Receivable

Accrued interest receivable is presented in other assets on the consolidated balance sheets. Consistent with ASC 326, the Company generally does not record an ACL for accrued interest receivable, as non‑accrual policies result in timely write‑off of uncollectible accrued interest.

Independent Credit Review

In assessing the adequacy of the ACL, management considers the results of internal and independent loan review processes, including reviews performed by third‑party firms and regulatory examiners. These reviews assist management in identifying loans with elevated credit risk and in evaluating the overall risk profile of the loan portfolio.

Estimation Uncertainty

The estimation of expected credit losses is inherently subjective and requires the use of judgment. Actual credit losses may differ from management’s estimates due to changes in economic conditions, borrower behavior, collateral values, or other factors beyond the Company’s control. Accordingly, future provisions for credit losses may materially differ from those recorded in the current period.

Allowance for Credit Losses on Off‑Balance‑Sheet Credit Exposures

The Company maintains an allowance for credit losses on off‑balance‑sheet credit exposures, including unfunded loan commitments and letters of credit, unless the obligation is unconditionally cancellable by the Company. Expected credit losses are estimated over the contractual term of the exposure, considering the likelihood that the commitment will be funded and the expected credit loss occurs on the resulting funded balance. Loss assumptions for off‑balance‑sheet exposures are generally consistent with those used for similar on‑balance‑sheet loan segments. The allowance for off‑balance‑sheet credit exposures is included in other liabilities, with changes recognized through the provision for credit losses.

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Recent Accounting Pronouncements

The following table provides a brief description of accounting standards adopted in 2026 or recently issued and the estimated effect on the Company’s financial statements.

Standard			Description			Required date of adoption			Effect on Company's financial statements or other significant matters
Standards Adopted
ASU 2025-06 —Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software			In September 2025, the FASB issued ASU 2025-06 to clarify and modernize the accounting for costs related to internal-use software. The ASU removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities should apply to begin capitalizing costs. The ASU addresses investor feedback that the current guidance for software costs is outdated and not relevant given the evolution of software development. The ASU requires disclosures under ASC 360-10 be applied to all capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements. Early adoption is permitted, including adoption in an interim period but must be applied as of the beginning of the annual period that includes that interim period. The ASU may be adopted prospectively, retrospectively; or on a modified transition approach.			January 1, 2028			The Company has early adopted this standard on a prospective basis as of January 1, 2026 for both annual and interim reporting periods therein. The adoption of this standard did not have a material impact to the consolidated financial statements.
ASU 2025-08 —Financial Instruments—Credit Losses (Topic 326) —Purchased Loans			In November 2025, the FASB issued ASU 2025-08 to expand the population of acquired financial assets subject to the gross-up approach in Topic 326. In accordance with the amendments in this ASU, loans (excluding credit cards) acquired without credit deterioration and deemed "seasoned" are purchased seasoned loans and accounted for using the gross-up approach at acquisition. All non-purchased credit deteriorated ("non-PCD") loans (excluding credit cards) that are acquired in a business combination are deemed seasoned. Other non-PCD loans (excluding credit cards) are seasoned if they were purchased at least 90 days after origination and the acquirer was not involved in the origination of the loans. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in this ASU should be applied prospectively to loans that are acquired on or after the initial application date. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance.			January 1, 2027			The Company has early adopted this standard on a prospective basis as of January 1, 2026 for both annual and interim reporting periods therein. Accordingly, the initial estimate of expected credit losses of $478 million for acquired Synovus loans recognized in the allowance for loan losses included both PCD and non-PCD loans. See Note 2 - Business Combination and Note 5 - Loans and Allowance for Loan Losses herein for more information.
Standard			Description			Required date of adoption			Effect on Company's financial statements or other significant matters
Standards Issued But Not Yet Adopted
ASU 2024-03, Income Statement (Topic 220): Disaggregation of Income Statement Expenses			In November 2024, the FASB issued ASU 2024-03 to improve the disclosures over expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The ASU addresses investors requests for more disaggregated expense information to better understand an entity's performance, better assess the entity's prospects for future cash flows, and compare an entity's performance over time and with that of other entities. This ASU requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. Retrospective application in all prior periods is permitted.			January 1, 2027			The Company will prospectively adopt for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

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Note 2 - Business Combination

Description of the Transaction

On January 1, 2026, the transaction contemplated by the Merger Agreement dated as of July 24, 2025 (the Merger Agreement) by and among Pinnacle Financial Partners, a Tennessee corporation (Legacy Pinnacle), Synovus Financial Corp., and Steel Newco Inc., a newly formed Georgia corporation (Newco) closed. As such and pursuant to the terms and conditions of the Merger Agreement, Legacy Pinnacle and Synovus merged with and into Newco, with Newco continuing as the surviving corporation and subsequently being renamed Pinnacle Financial Partners, Inc. Upon completion of the Merger, the separate corporate existence of Legacy Pinnacle and Synovus ceased, and Newco (now Pinnacle Financial Partners, Inc.) became the parent company for the combined organization. Following the completion of the Merger and after Pinnacle Bank becoming a member bank of the Federal Reserve System on January 2, 2026, Synovus Bank merged with and into Pinnacle Bank, with Pinnacle Bank continuing as the surviving bank and the separate existence of Synovus Bank ceasing.

Pursuant to the terms and conditions of the Merger Agreement, (a) each share of common stock, par value $1.00 per share, of Synovus (Synovus Common Stock) outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.5237 shares of the common stock of Newco (Newco Common Stock) and (b) each share of common stock, par value $1.00 per share, of Legacy Pinnacle outstanding immediately prior to the Merger was converted into the right to receive one share of Newco Common Stock. Holders of Synovus Common Stock received cash in lieu of fractional shares.

Pursuant to the terms and conditions of the Merger Agreement (i) each share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, no par value, of Synovus outstanding immediately prior to the Merger was converted into the right to receive one share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, no par value, of Newco; (ii) each share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, no par value, of Synovus outstanding immediately prior to the Merger was converted into the right to receive one share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, no par value, of Newco; (iii) each share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value, of Legacy Pinnacle (Legacy Pinnacle Preferred Stock) outstanding immediately prior to the Merger was converted into the right to receive one share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value, of Newco (Newco Series C Preferred Stock); and (iv) each outstanding depositary share representing a 1/40th interest in a share of Legacy Pinnacle Preferred Stock (Legacy Pinnacle Depositary Shares) was converted into a depositary share representing a 1/40th interest in a share of Newco Series C Preferred Stock.

The transaction was accounted for as a business combination in accordance with Topic 805, Business Combinations, ASC 805, with Pinnacle as the accounting acquirer.

Preliminary Purchase Price Allocation

The purchase price has been allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of January 1, 2026. The purchase price allocation is preliminary as of June 30, 2026, and subject to adjustment during the measurement period (not to exceed one year from the acquisition date). While we believe the information available on January 1, 2026 provides a reasonable basis for estimating fair value, we may obtain additional information and evidence during the measurement period that would result in changes to the estimated fair value amounts. Valuations subject to change include, but are not limited to loans, premises, equipment, software, core deposits, certain identifiable intangible assets, certain deposits, deferred tax assets and liabilities, certain other assets and certain other liabilities. Any measurement period adjustments will be recorded retrospectively as adjustments to goodwill. As of June 30, 2026, the Company has recorded goodwill of $1.6 billion related to the Merger. Goodwill is calculated as the excess of the fair value of consideration transferred over the fair value of the net assets acquired and will not be deductible for tax purposes. The fair value of the net assets acquired is presented below and included an $848 million core deposit intangible asset (CDI) and a $262 million wealth customer relationship intangible asset which are included in "identifiable intangible assets". Refer to Note 6 - Goodwill and Other Intangible Assets in this Report for additional information.

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(in millions)
Assets acquired:
Cash and cash equivalents			$	2,538
Investment securities			9,830
Loans held for sale			106
Loans			43,952
Allowance for loan losses			(478)
Loans, net			43,474
Premises, equipment, and software			561
Cash surrender value of bank-owned life insurance			941
Identifiable intangible assets			1,110
Other assets			2,772
Total assets acquired			$	61,332
Liabilities assumed:
Deposits			$	51,316
Federal funds purchased, and securities sold under repurchase agreements			49
FHLB advances and other borrowings			2,506
Other liabilities			1,516
Total liabilities assumed			$	55,387
Net assets acquired			$	5,945
Consideration:
Fair value of common stock issued			$	6,940
Fair value of preferred stock issued			564
Fair value of equity awards			71
Total preliminary consideration			$	7,575
Preliminary goodwill			$	1,630

As previously stated, Pinnacle recorded approximately $1.6 billion of preliminary estimated goodwill, as reflected in the purchase price allocation table above. This goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired and reflects the expected benefits of combining operations of Legacy Pinnacle and Synovus. These benefits include anticipated cost savings and operating efficiencies resulting from the integration of overlapping corporate functions and systems, revenue growth opportunities arising from complementary geographic markets and expanded product offerings, and the value of the assembled workforce and management expertise.

As back office functions which include loan and deposit processing have not been integrated, Pinnacle is in the process of finalizing its valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair value of Synovus' assets acquired or liabilities assumed. Further, Pinnacle is in the process of identifying all adjustments necessary to conform Synovus' accounting policies to Pinnacle's accounting policies. As more information becomes available differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company's financial information. Accordingly, the amounts recorded for current and deferred tax assets and liabilities are also considered provisional as the Company continues to evaluate the nature and extent of permanent and temporary differences between the book and tax bases of the assets acquired and liabilities assumed. During the three months ended June 30, 2026, Pinnacle refined purchase accounting estimates primarily impacting deferred tax assets and other borrowings that resulted in a net increase to preliminary goodwill of approximately $1 million.

The following is a description of the methods used to estimate the fair value of significant assets acquired and liabilities assumed above.

Cash and cash equivalents: The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

Investment Securities: Fair values for securities are based on quoted market prices, where available. If quoted market prices are not available, fair value estimates are based on observable inputs obtained from market transactions in similar securities.

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Loans: Fair values for loans were based on a discounted cash flow methodology that includes lifetime credit loss expectations for loans, current interest rates and liquidity. The fair value adjustment excluded certain immaterial loan portfolios such as credit cards.

Intangible assets: Core deposit intangibles represent the low cost of funding that core deposits acquired provide relative to the Company's marginal cost of funds. The fair value was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, net maintenance cost of the deposit base, alternative cost of funds and the interest costs associated with customer deposits. The CDI is being amortized using the sum-of-the-years digits method over approximately 10 years.

The wealth customer relationship intangible asset will be amortized based on the use of straight-line methodology over approximately 14 years. Client relationship intangibles are valued using a discounted cash flow methodology that reflects the estimated value of the future net earnings from the relationships which includes adjustments for estimated attrition.

Premises: Land and buildings held for use were valued at appraised values, which reflect considerations of recent disposition values for similar property types with adjustments for characteristics of individual properties.

Borrowings: The fair values of long-term debt instruments are estimated based on quoted market prices for the instrument if available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments.

Pro Forma Financial Information (Unaudited)

The following table presents certain unaudited pro forma condensed combined financial information for the results of operations for the three and six months ended June 30, 2025, as if Synovus had been acquired on January 1, 2025 by Pinnacle. The unaudited pro forma results include the estimated impact of amortizing and accreting certain purchase accounting adjustments such as intangible assets as well as fair value adjustments to loans, borrowings, and owned and leased premises and equipment. Pro forma combined results also include the adjustments for the elimination of Synovus’ net deferred origination fees accretion and intangible amortization. The unaudited pro forma adjustments are based upon available information and certain assumptions that Pinnacle (as the accounting acquirer) believes are reasonable. The following unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies. Certain reclassifications have also been made to align Pinnacle’s and Synovus’ historical financial statement presentation. The unaudited pro forma information is provided for illustrative purposes only and is not necessarily indicative of the results that would have occurred had the acquisition been consummated on January 1, 2025 nor is it indicative of future results.

						Unaudited Pro Forma
(in millions)						Three Months Ended June 30,												Six Months Ended June 30,
									2025												2025
Net interest income									$	869											$	1,722
Total non-interest revenue									$	260											$	475
Net income available to common shareholders									$	350											$	661

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Note 3 - Equity Method Investment

A summary of BHG's financial position as of June 30, 2026 and December 31, 2025 and results of operations as of and for the three and six months ended June 30, 2026 and 2025, were as follows:

			As of
			June 30, 2026						December 31, 2025
(in millions)
Assets			$	4,738					$	4,264
Liabilities			$	4,333					$	3,824
Equity interests			405						440
Total liabilities and equity			$	4,738					$	4,264

			For the Three Months Ended June 30,												For the Six Months Ended June 30,
			2026						2025						2026			2025
(in millions)
Revenues			$	302					$	270					$	604		$	511
Net income			$	47					$	51					$	116		$	95

Note 4 - Securities

The amortized cost, gross unrealized gains and losses, and estimated fair values of debt securities at June 30, 2026 and December 31, 2025 are summarized below.

			June 30, 2026
(in millions)			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value
Securities held to maturity:
U.S. Treasury securities			$	20					$	—					$	—					$	20
U.S. Government agency securities			226						—						(4)						222
Mortgage-backed securities			334						—						(19)						315
State and municipal securities			1,748						1						(130)						1,619
Asset-backed securities			55						—						(2)						53
Corporate notes and other			67						—						(4)						63
Total securities held to maturity(1)			$	2,450					$	1					$	(159)					$	2,292
Allowance for credit losses- securities held to maturity			$	(2)
Securities HTM, net of allowance for credit losses			$	2,448
Securities available for sale:
U.S. Treasury securities			$	2,860					$	—					$	(22)					$	2,838
U.S. Government agency securities			205						—						(17)						188
Mortgage-backed securities			14,550						10						(205)						14,355
State and municipal securities			519						3						(26)						496
Corporate notes and other			286						1						(11)						276
Total securities available for sale(2)			$	18,420					$	14					$	(281)					$	18,153

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			December 31, 2025
(in millions)			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value
Securities held to maturity:
U.S. Treasury securities			$	20					$	—					$	—					$	20
U.S. Government agency securities			226						—						(5)						221
Mortgage-backed securities			350						—						(18)						332
State and municipal securities			1,821						1						(155)						1,667
Asset-backed securities			108						—						(2)						106
Corporate notes and other			68						—						(4)						64
Total securities held to maturity(1)			$	2,593					$	1					$	(184)					$	2,410
Allowance for credit losses- securities held to maturity			$	(2)
Securities HTM, net of allowance for credit losses			$	2,591
Securities available for sale:
U.S. Treasury securities			$	1,576					$	10					$	—					$	1,586
U.S. Government agency securities			210						—						(15)						195
Mortgage-backed securities			2,852						11						(69)						2,794
State and municipal securities			1,768						8						(67)						1,709
Corporate notes and other			293						2						(12)						283
Total securities available for sale(2)			$	6,699					$	31					$	(163)					$	6,567

(1) The amounts reported exclude accrued interest receivable on debt securities HTM of $25 million and $26 million at June 30, 2026 and December 31, 2025, respectively, which are presented as a component of other assets on the consolidated balance sheets. The amortized cost basis of debt securities HTM includes a net premium of $12 million and $16 million at June 30, 2026 and December 31, 2025, respectively, related to the unamortized portion of unrealized net gains on the transferred debt securities HTM.

(2) The amounts reported exclude accrued interest receivable on debt securities AFS of $78 million and $42 million at June 30, 2026 and December 31, 2025, respectively, which are presented as a component of other assets on the consolidated balance sheets.

Pinnacle has entered into various fair value hedging transactions to mitigate the impact of changing interest rates on the fair values of available for sale securities. See Note 9 - Derivative Instruments and Hedging Activities for disclosure of the gains and losses recognized on derivative instruments and the cumulative fair value hedging adjustments to the carrying amount of the hedged securities.

At June 30, 2026 and December 31, 2025, debt securities with carrying values of $7.6 billion and $4.1 billion, respectively, were pledged to secure certain derivative contracts, public funds and other deposits and repurchase agreements, as required by law or contractual agreements.            

Gross unrealized losses on investment securities AFS and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2026 and December 31, 2025 are presented below.

			June 30, 2026
			Less than 12 Months												12 Months or Longer												Total
(in millions)			Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses
U.S. Treasury securities			$	1,439					$	(19)					$	886					$	(3)					$	2,325					$	(22)
U.S. Government agency securities			—						—						186						(17)						186						(17)
Mortgage-backed securities			11,802						(140)						724						(65)						12,526						(205)
State and municipal securities			20						—						338						(26)						358						(26)
Corporate notes and other			45						(1)						143						(10)						188						(11)
Total			$	13,306					$	(160)					$	2,277					$	(121)					$	15,583					$	(281)

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			December 31, 2025
			Less than 12 Months												12 Months or Longer												Total
(in millions)			Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses
U.S. Treasury securities			$	205					$	—					$	—					$	—					$	205					$	—
U.S. Government agency securities			—						—						191						(15)						191						(15)
Mortgage-backed securities			506						(1)						876						(68)						1,382						(69)
State and municipal securities			871						(18)						341						(49)						1,212						(67)
Corporate notes and other			15						(2)						141						(10)						156						(12)
Total			$	1,597					$	(21)					$	1,549					$	(142)					$	3,146					$	(163)

As shown in the tables above, at June 30, 2026, Pinnacle had approximately $281 million in gross unrealized losses with an approximate fair value of $15.6 billion of AFS securities. For any securities classified as AFS that are in an unrealized loss position at the balance sheet date, Pinnacle assesses whether it intends to sell the security, or more-likely-than-not will be required to sell the security, before recovery of its amortized cost basis which would require a write-down to fair value through net income. Because Pinnacle currently does not intend to sell those AFS securities that have an unrealized loss at June 30, 2026, and it is not more-likely-than-not that Pinnacle will be required to sell the securities before recovery of their amortized cost basis, which may be maturity, Pinnacle has determined that no write-down is necessary. In addition, Pinnacle evaluates whether any portion of the decline in fair value of AFS securities is the result of credit deterioration of the issuers, which would require the recognition of an allowance for credit losses. Such evaluations consider the extent to which the amortized cost of the security exceeds its fair value, changes in credit ratings and any other known adverse conditions related to the specific security. The unrealized losses associated with the AFS securities at June 30, 2026 are driven by changes in interest rates and are not due to the credit quality of the securities and accordingly, no allowance for credit losses is considered necessary related to AFS securities at June 30, 2026. These securities will continue to be monitored as part of Pinnacle's ongoing evaluation of credit quality. Management evaluates the financial performance of the issuers on a quarterly basis to determine if it is probable that the issuers can make all contractual principal and interest payments.

The allowance for credit losses on HTM securities is measured on a collective basis by major security type, Pinnacle has a zero loss expectation for U.S. treasury securities in addition to U.S. Government agency securities and mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and accordingly, no allowance for credit losses is estimated for these securities. Credit losses on HTM state and municipal securities and corporate notes and other securities are estimated using third-party probability of default and loss given default models driven primarily by macroeconomic factors over a reasonable and supportable period of twenty-four months with an eight month reversion to average loss factors. At both June 30, 2026 and December 31, 2025, the estimated allowance for credit losses on HTM securities was $2 million.

The amortized cost and fair value by contractual maturity of debt securities HTM and debt securities AFS at June 30, 2026 are shown below. The expected life of MBSs or CMOs may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. For purposes of the maturity table, MBSs and CMOs, which are not due at a single maturity date, have been classified based on the final contractual maturity date.

			June 30, 2026
(in millions)			Within One  Year						1 to 5 Years						5 to 10  Years						More Than  10 Years						Total
Securities HTM:
U.S. Treasury securities
Amortized cost			$	20					$	—					$	—					$	—					$	20
Fair value			20						—						—						—						20
U.S. Government agency securities
Amortized cost			136						65						25						—						226
Fair value			135						64						23						—						222
Mortgage-backed securities
Amortized cost			4						111						129						90						334
Fair value			4						104						123						84						315

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			June 30, 2026
(in millions)			Within One  Year						1 to 5 Years						5 to 10  Years						More Than  10 Years						Total
State and municipal securities
Amortized cost			1						11						41						1,695						1,748
Fair value			1						11						40						1,567						1,619
Asset-backed securities
Amortized cost			—						—						—						55						55
Fair value			—						—						—						53						53
Corporate notes and other
Amortized cost			—						56						11						—						67
Fair value			—						53						10						—						63
Securities AFS:
U.S. Treasury securities
Amortized cost			$	615					$	1,356					$	—					$	889					$	2,860
Fair value			615						1,337						—						886						2,838
U.S. Government agency securities
Amortized cost			—						188						2						15						205
Fair value			—						173						2						13						188
Mortgage-backed securities
Amortized cost			45						2,644						1,173						10,688						14,550
Fair value			44						2,593						1,148						10,570						14,355
State and municipal securities
Amortized cost			—						—						4						515						519
Fair value			—						—						6						490						496
Corporate notes and other
Amortized cost			5						121						142						18						286
Fair value			5						116						139						16						276

During the second quarter of 2026, as part of ongoing strategic repositioning of the investment securities portfolio, Pinnacle sold at amortized cost $974 million of state and municipal securities, which resulted in realized net losses of $29 million.

Gross gains and gross losses on sales of securities AFS for the three and six months ended June 30, 2026 and 2025 are presented below. The specific identification method is used to reclassify gains and losses out of accumulated other comprehensive income (loss) at the time of sale.

			Three Months Ended June 30,												Six Months Ended June 30,
(in millions)			2026						2025						2026						2025
Gross realized gains on sales(1)			$	16					$	—					$	29					$	—
Gross realized losses on sales			(45)						—						(55)						(13)
Investment securities gains (losses), net			$	(29)					$	—					$	(26)					$	(13)

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Note 5 - Loans and Allowance for Loan Losses

Aging and Non-Accrual Analysis

The following tables provide a summary of current, accruing past due, and non-accrual loans by portfolio class as of June 30, 2026 and December 31, 2025.

			June 30, 2026
(in millions)			Current						Accruing 30-89 Days Past Due						Accruing 90 Days or Greater Past Due						Total Accruing Past Due						Non-accrual with an ALL						Non-accrual without an ALL						Total
Commercial, financial and agricultural			$	36,497					$	36					$	5					$	41					$	74					$	64					$	36,676
Owner-occupied			14,358						12						—						12						52						17						14,439
Total commercial and industrial			50,855						48						5						53						126						81						51,115
Investment properties			20,615						9						1						10						70						52						20,747
1-4 family properties			1,909						5						1						6						2						—						1,917
Land and development			931						—						—						—						—						—						931
Total commercial real estate			23,455						14						2						16						72						52						23,595
Consumer mortgages			8,371						24						—						24						64						—						8,459
Home equity			2,968						18						—						18						16						—						3,002
Credit cards			231						3						2						5						—						—						236
Other consumer loans			1,654						11						—						11						4						—						1,669
Total consumer			13,224						56						2						58						84						—						13,366
Loans, net of deferred fees and costs(1)(2)			$	87,534					$	118					$	9					$	127					$	282					$	133					$	88,076

                                                                                                                                                                                                                                                                                                                                                                        

			December 31, 2025
(in millions)			Current						Accruing 30-89 Days Past Due						Accruing 90 Days or Greater Past Due						Total Accruing Past Due						Non-accrual with an ALL						Non-accrual without an ALL						Total
Commercial, financial and agricultural			$	16,478					$	21					$	2					$	23					$	35					$	13					$	16,549
Owner-occupied			5,738						3						—						3						3						3						5,747
Total commercial and industrial			22,216						24						2						26						38						16						22,296
Investment properties			9,448						—						—						—						34						14						9,496
1-4 family properties			1,280						2						—						2						2						—						1,284
Land and development			576						—						—						—						—						—						576
Total commercial real estate			11,304						2						—						2						36						14						11,356
Consumer mortgages			3,417						16						—						16						23						—						3,456
Home equity			1,360						8						—						8						6						—						1,374
Credit cards			51						1						1						2						—						—						53
Other consumer loans			616						3						—						3						—						—						619
Total consumer			5,444						28						1						29						29						—						5,502
Loans, net of deferred fees and costs(1)(2)			$	38,964					$	54					$	3					$	57					$	103					$	30					$	39,154

(1) The amortized cost basis of loans, net of deferred fees and costs excludes accrued interest receivable of $345 million and $151 million at June 30, 2026 and December 31, 2025, respectively, which is presented as a component of other assets on the consolidated balance sheets.

(2) Loans are presented net of deferred loan fees and costs totaling $344 million and $314 million at June 30, 2026 and December 31, 2025, respectively.

Pledged Loans

Loans with carrying values of $38.3 billion and $15.7 billion were pledged as collateral for borrowings and capacity at June 30, 2026 and December 31, 2025, respectively, to the FHLB and Federal Reserve Bank.

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Portfolio Segment Risk Factors

The risk characteristics and collateral information of each portfolio segment are as follows:

Commercial and Industrial Loans - The C&I loan portfolio is comprised of general middle market and commercial banking clients across a diverse set of industries, as well as certain specialized lending verticals including specialty finance, senior housing, financial institutions group and health care. In accordance with Pinnacle's lending policy, each loan undergoes a detailed underwriting process, which incorporates uniform underwriting standards and oversight in proportion to the size and complexity of the lending relationship. These loans are generally secured by collateral such as business equipment, inventory, and real estate. Credit decisions on loans in the C&I portfolio are based on cash flow from the operations of the business as the primary source of repayment of the debt, with underlying real estate or other collateral being the secondary source of repayment.

Commercial Real Estate Loans - CRE loans primarily consist of income-producing investment properties loans. Additionally, CRE loans include 1-4 family properties loans as well as land and development loans. Investment properties loans consist of construction and mortgage loans for income-producing properties and are primarily made to finance multi-family properties, hotels, office buildings, retail, warehouse/industrial and other commercial development properties. 1-4 family properties loans include construction loans to homebuilders and commercial mortgage loans related to 1-4 family rental properties and are almost always secured by the underlying property being financed by such loans. These properties are primarily located in the markets served by Pinnacle. Land and development loans include commercial and residential development as well as land acquisition loans and are secured by land held for future development, typically in excess of one year. Properties securing these loans are substantially within markets served by Pinnacle, and our preference is to obtain some level of recourse from project sponsors. Loans in this portfolio are underwritten based on the LTV of the collateral and the capacity of the guarantor(s).

Consumer Loans - The consumer loan portfolio consists of a wide variety of loan products offered through Pinnacle's banking network, including first and second residential mortgages, home equity, and consumer credit card loans, as well as home improvement loans, student, and personal loans from third-party lending ("other consumer loans"). Together, consumer mortgages and home equity comprise the majority of Pinnacle's consumer loans and are secured by first and second liens on residential real estate primarily located in the markets served by Pinnacle. The primary source of repayment for all consumer loans is generally the personal income of the borrower(s).

Credit Quality Indicators

The credit quality of the loan portfolio is reviewed and updated no less frequently than annually using the standard asset classification system utilized by the federal banking agencies. These classifications are divided into three groups: Not Criticized (Pass), Special Mention, and Classified or Adverse rating (Substandard, Doubtful, and Loss) and are defined as follows:

Pass - loans which are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell in a timely manner, of any underlying collateral.

Special Mention - loans which have potential weaknesses that deserve management's close attention. These loans are not adversely classified and do not expose an institution to sufficient risk to warrant an adverse classification.

Substandard - loans which are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Loans with this classification are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful - loans which have all the weaknesses inherent in loans categorized as Substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable on the basis of currently known facts, conditions, and values.

Loss - loans which are considered by management to be uncollectible and of such little value that their continuance on the institution's books as an asset, without establishment of a specific valuation allowance or charge-off, is not warranted. Pinnacle fully reserves for any loans rated as Loss.

In the following tables, consumer loans are generally assigned a risk grade similar to the classifications described above; however, upon reaching 90 days and 120 days past due, they are generally downgraded to Substandard and Loss, respectively, in accordance with the FFIEC Retail Credit Classification Policy. Additionally, in accordance with Interagency Supervisory Guidance, the risk grade classifications of consumer loans (consumer mortgages and home equity) secured by junior liens on 1-4 family residential properties also consider available information on the payment status of any associated senior liens with other financial institutions.

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The following table summarizes each loan portfolio class by risk grade and origination year as of June 30, 2026 and December 31, 2025 as required under CECL.

			June 30, 2026
			Term Loans Amortized Cost Basis by Origination Year																																				Revolving Loans
(in millions)			2026						2025						2024						2023						2022						Prior						Amortized Cost Basis												Total
Commercial, financial and agricultural
Pass			$	5,184					$	6,574					$	3,175					$	1,695					$	1,298					$	3,317					$	14,569											$	35,812
Special Mention			22						16						55						123						21						17						173												427
Substandard			3						49						30						74						48						54						167												425
Doubtful			—						—						—						—						—						3						8												11
Loss			—						—						—						—						—						—						1												1
Total commercial, financial and agricultural			5,209						6,639						3,260						1,892						1,367						3,391						14,918												36,676
Current YTD Period:
Gross charge-offs			1						13						27						11						6						5						20												83
Owner-occupied
Pass			1,682						3,359						1,518						1,391						2,059						3,341						737												14,087
Special Mention			15						15						6						28						30						113						2												209
Substandard			—						4						1						18						22						76						3												124
Loss			—						—						—						—						—						19						—												19
Total owner-occupied			1,697						3,378						1,525						1,437						2,111						3,549						742												14,439
Current YTD Period:
Gross charge-offs			—						—						—						—						1						4						—												5
Total commercial and industrial			6,906						10,017						4,785						3,329						3,478						6,940						15,660												51,115
Current YTD Period:
Gross charge-offs			$	1					$	13					$	27					$	11					$	7					$	9					$	20											$	88
Investment properties
Pass			2,542						4,625						2,188						1,284						4,611						4,720						316												20,286
Special Mention			—						—						5						58						59						144						—												266
Substandard			—						37						—						8						50						100						—												195
Total investment properties			2,542						4,662						2,193						1,350						4,720						4,964						316												20,747
Current YTD Period:
Gross charge-offs			—						—						—						—						—						—						—												—
1-4 family properties
Pass			527						544						165						127						195						274						66												1,898
Special Mention			2						6						3						—						3						—						—												14
Substandard			—						—						1						1						1						2						—												5
Total 1-4 family properties			529						550						169						128						199						276						66												1,917
Current YTD Period:
Gross charge-offs			—						—						—						—						—						1						—												1

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			June 30, 2026
			Term Loans Amortized Cost Basis by Origination Year																																				Revolving Loans
(in millions)			2026						2025						2024						2023						2022						Prior						Amortized Cost Basis												Total
Land and development
Pass			230						311						124						40						62						87						75												929
Special Mention			—						—						—						1						—						—						—												1
Substandard			—						—						—						1						—						—						—												1
Total land and development			230						311						124						42						62						87						75												931
Current YTD Period:
Gross charge-offs			—						—						—						—						—						—						—												—
Total commercial real estate			3,301						5,523						2,486						1,520						4,981						5,327						457												23,595
Current YTD Period:
Gross charge-offs			$	—					$	—					$	—					$	—					$	—					$	1					$	—											$	1
Consumer mortgages
Pass			895						1,274						487						809						1,110						3,798						—												8,373
Substandard			—						5						3						9						9						60						—												86
Total consumer mortgages			895						1,279						490						818						1,119						3,858						—												8,459
Current YTD Period:
Gross charge-offs			—						—						—						—						—						—						—												—
Home equity
Pass			5						9						11						28						199						83						2,647												2,982
Substandard			—						—						1						2						4						4						8												19
Loss			—						—						—						—						—						—						1												1
Total home equity			5						9						12						30						203						87						2,656												3,002
Current YTD Period:
Gross charge-offs			—						—						—						—						1						2						2												5
Credit cards
Pass			—						—						—						—						—						—						234												234
Substandard			—						—						—						—						—						—						1												1
Loss			—						—						—						—						—						—						1												1
Total credit cards			—						—						—						—						—						—						236												236
Current YTD Period:
Gross charge-offs			—						—						—						—						—						—						4												4
Other consumer loans
Pass			248						229						86						59						84						223						734												1,663
Substandard			1						—						1						1						1						2						—												6
Total other consumer loans			249						229						87						60						85						225						734												1,669
Current YTD Period:
Gross charge-offs			—						4						3						2						1						5						2												17
Total consumer			1,149						1,517						589						908						1,407						4,170						3,626												13,366
Current YTD Period:
Gross charge-offs			$	—					$	4					$	3					$	2					$	2					$	7					$	8											$	26
Loans, net of deferred fees and costs			$	11,356					$	17,057					$	7,860					$	5,757					$	9,866					$	16,437					$	19,743											$	88,076
Current YTD Period:
Gross charge-offs			$	1					$	17					$	30					$	13					$	9					$	17					$	28											$	115

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			December 31, 2025
			Term Loans Amortized Cost Basis by Origination Year																																				Revolving Loans
(in millions)			2025						2024						2023						2022						2021						Prior						Amortized Cost Basis												Total
Commercial, financial and agricultural
Pass			$	5,207					$	2,722					$	1,219					$	901					$	450					$	334					$	5,323											$	16,156
Special Mention			54						29						51						39						14						2						118												307
Substandard			31						6						12						11						3						4						19												86
Total commercial, financial and agricultural			5,292						2,757						1,282						951						467						340						5,460												16,549
Current YTD Period:
Gross charge-offs			4						7						11						15						7						2						19												65
Owner-occupied
Pass			1,621						770						700						1,079						691						596						160												5,617
Special Mention			26						1						11						13						33						25						—												109
Substandard			—						—						3						—						16						2						—												21
Total owner-occupied			1,647						771						714						1,092						740						623						160												5,747
Current YTD Period:
Gross charge-offs			—						1						—						—						—						—						—												1
Total commercial and industrial			6,939						3,528						1,996						2,043						1,207						963						5,620												22,296
Current YTD Period:
Gross charge-offs			$	4					$	8					$	11					$	15					$	7					$	2					$	19											$	66
Investment properties
Pass			2,289						1,064						995						3,314						1,100						447						175												9,384
Special Mention			31						5						2						—						14						12						—												64
Substandard			34						—						4						—						10						—						—												48
Total investment properties			2,354						1,069						1,001						3,314						1,124						459						175												9,496
Current YTD Period:
Gross charge-offs			—						—						—						—						17						1						—												18
1-4 family properties
Pass			615						167						99						140						106						117						25												1,269
Special Mention			7						4						—						3						—						—						—												14
Substandard			—						—						—						—						—						1						—												1
Total 1-4 family properties			622						171						99						143						106						118						25												1,284
Current YTD Period:
Gross charge-offs			—						—						—						—						—						—						—												—
Land and development
Pass			294						123						33						41						30						15						40												576
Total land and development			294						123						33						41						30						15						40												576
Current YTD Period:
Gross charge-offs			—						—						—						—						—						—						—												—
Total commercial real estate			3,270						1,363						1,133						3,498						1,260						592						240												11,356
Current YTD Period:
Gross charge-offs			$	—					$	—					$	—					$	—					$	17					$	1					$	—											$	18

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			December 31, 2025
			Term Loans Amortized Cost Basis by Origination Year																																				Revolving Loans
(in millions)			2025						2024						2023						2022						2021						Prior						Amortized Cost Basis												Total
Consumer mortgages
Pass			$	908					$	181					$	331					$	637					$	762					$	582					$	32											$	3,433
Substandard			1						2						5						4						1						10						—												23
Total consumer mortgages			909						183						336						641						763						592						32												3,456
Current YTD Period:
Gross charge-offs			—						—						1						—						—						—						—												1
Home equity
Pass			1						—						—						—						—						2						1,365												1,368
Substandard			—						1						1						1						—						1						2												6
Total home equity			1						1						1						1						—						3						1,367												1,374
Current YTD Period:
Gross charge-offs			—						—						—						—						—						—						1												1
Credit cards
Pass			—						—						—						—						—						—						53												53
Total credit cards			—						—						—						—						—						—						53												53
Current YTD Period:
Gross charge-offs			—						—						—						—						—						—						2												2
Other consumer loans
Pass			187						16						14						18						26						13						345												619
Total other consumer loans			187						16						14						18						26						13						345												619
Current YTD Period:
Gross charge-offs			—						—						—						—						4						1						3												8
Total consumer			1,097						200						351						660						789						608						1,797												5,502
Current YTD Period:
Gross charge-offs			$	—					$	—					$	1					$	—					$	4					$	1					$	6											$	12
Loans, net of deferred fees and costs			$	11,306					$	5,091					$	3,480					$	6,201					$	3,256					$	2,163					$	7,657											$	39,154
Current YTD Period:
Gross charge-offs			$	4					$	8					$	12					$	15					$	28					$	4					$	25											$	96

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Rollforward of Allowance for Loan Losses

The following tables detail the changes in the ALL by loan segment for the three and six months ended June 30, 2026 and 2025. During the three and six months ended June 30, 2026 and 2025, Pinnacle had no significant transfers to loans held for sale.

			As Of and For the Three Months Ended June 30, 2026
(in millions)			Commercial & Industrial						Commercial Real Estate						Consumer						Total
Allowance for loan losses:
Beginning balance at March 31, 2026			$	489					$	217					$	236					$	942
Charge-offs			(43)						(1)						(14)						(58)
Recoveries			6						—						4						10
Provision for (reversal of) loan losses			48						—						14						62
Ending balance at June 30, 2026			$	500					$	216					$	240					$	956
			As Of and For the Three Months Ended June 30, 2025
(in millions)			Commercial & Industrial						Commercial Real Estate						Consumer						Total
Allowance for loan losses:
Beginning balance at March 31, 2025			$	230					$	99					$	89					$	418
Charge-offs			(20)						(1)						(3)						(24)
Recoveries			3						—						2						5
Provision for (reversal of) loan losses			20						3						—						23
Ending balance at June 30, 2025			$	233					$	101					$	88					$	422
			As Of and For the Six Months Ended June 30, 2026
(in millions)			Commercial & Industrial						Commercial Real Estate						Consumer						Total
Allowance for loan losses:
Beginning balance at December 31, 2025			$	255					$	95					$	92					$	442
Purchased credit deteriorated loans			110						102						25						237
Purchased seasoned loans			106						67						68						241
Charge-offs			(88)						(1)						(26)						(115)
Recoveries			10						—						8						18
Provision for (reversal of) loan losses			107						(47)						73						133
Ending balance at June 30, 2026			$	500					$	216					$	240					$	956
			As Of and For the Six Months Ended June 30, 2025
(in millions)			Commercial & Industrial						Commercial Real Estate						Consumer						Total
Allowance for loan losses:
Beginning balance at December 31, 2024			$	221					$	111					$	82					$	414
Charge-offs			(34)						—						(6)						(40)
Recoveries			5						—						3						8
Provision for (reversal of) loan losses			41						(10)						9						40
Ending balance at June 30, 2025			$	233					$	101					$	88					$	422

The ALL of $956 million and the reserve for unfunded commitments of $73 million, which is recorded in other liabilities, comprise the total ACL of $1.0 billion at June 30, 2026. The ACL increased $571 million compared to the December 31, 2025 ACL of $458 million, which consisted of an ALL of $442 million and a reserve for unfunded commitments of $16 million, primarily due to the merger. The ACL to loans coverage ratio was 1.17% at June 30, 2026, compared to 1.17% at December 31, 2025. The June 30, 2026 ACL ratio was impacted by net loan growth and a deterioration in the economic forecast. The Company includes qualitative adjustments, as appropriate, intended to capture the impact of uncertainties in the quantitative estimate.

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The ACL is estimated using a two-year reasonable and supportable forecast period. To the extent the lives of the loans in the portfolio extend beyond the period for which a reasonable and supportable forecast can be made, the Company reverts on a straight-line basis back to the historical rates over a one-year period. Pinnacle utilizes multiple economic forecast scenarios sourced from a reputable third-party provider that are probability-weighted internally. The current scenarios include a consensus baseline forecast, an upside scenario reflecting stronger growth than the baseline, a downside scenario that reflects adverse economic conditions, and an additional adverse scenario that assumes consistent slow growth that is less optimistic than the baseline. The economic scenarios are intended to capture differing trajectories for the macroeconomic environment over the forecast horizon. At June 30, 2026, the probability‑weighted economic outlook reflected a modest softening relative to December 31, 2025. Consistent with industry practice, the unemployment rate is referenced as a general indicator of labor market conditions and broader economic trends reflected in the scenarios. The probability‑weighted forecast incorporated an average unemployment rate of 5.0% over the forecast period at June 30, 2026, compared to 4.6% at December 31, 2025. See Note 1 - Basis of Presentation and Accounting Policies for additional details around the ACL estimation process.

Financial Difficulty Modifications

When borrowers are experiencing financial difficulty, Pinnacle may make certain loan modifications as part of its loss mitigation strategies to maximize expected payment. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" of Pinnacle's 2025 Form 10-K for additional information regarding accounting policies for FDMs.

The following tables present the amortized cost of FDM loans by loan portfolio class that were modified during the three and six months ended June 30, 2026 and 2025. Tables within this section exclude loans that were paid-off or are otherwise no longer in the loan portfolio as of the period end.

			Three Months Ended June 30, 2026
(in millions)			Interest Rate Reduction						Term Extension												Payment Delay												Payment Deferral and Term Extension						Total						Percentage of Total by Financing Class
Commercial, financial and agricultural			$	—					$	40											$	27											$	—					$	67					0.2		%
Total commercial and industrial			—						40												27												—						67						0.1
Investment properties			—						—												—												34						34						0.2
Total commercial real estate			—						—												—												34						34						0.1
Consumer mortgages			—						—												3												—						3						—
Total consumer			—						—												3												—						3						—
Total FDMs			$	—					$	40											$	30											$	34					$	104					0.1		%
			Six Months Ended June 30, 2026
(in millions)			Interest Rate Reduction						Term Extension												Payment Delay												Payment Deferral and Term Extension						Total						Percentage of Total by Financing Class
Commercial, financial and agricultural			$	—					$	52											$	27											$	—					$	79					0.2		%
Owner-occupied			—						2												—												—						2						—
Total commercial and industrial			—						54												27												—						81						0.2
Investment properties			—						—												10												34						44						0.2
Total commercial real estate			—						—												10												34						44						0.2
Consumer mortgages			—						—												6												—						6						0.1
Other consumer loans			—						1												—												—						1						0.1
Total consumer			—						1												6												—						7						0.1
Total FDMs			$	—					$	55											$	43											$	34					$	132					0.2		%

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			Three Months Ended June 30, 2025
(in millions)			Interest Rate Reduction						Term Extension																								Payment Delay and Term Extension						Total						Percentage of Total by Financing Class
Commercial, financial and agricultural			$	—					$	4																							$	—					$	4					—		%
Total commercial and industrial			—						4																								—						4						—
Investment properties									—																								34						34						0.3
Total commercial real estate			—						—																								34						34						0.3
Total FDMs			$	—					$	4																							$	34					$	38					0.1		%
			Six Months Ended June 30, 2025
(in millions)			Interest Rate Reduction						Term Extension																								Payment Delay and Term Extension						Total						Percentage of Total by Financing Class
Commercial, financial and agricultural			$	—					$	8																							$	—					$	8					0.1		%
Total commercial and industrial			—						8																								—						8						—
Investment properties			—						—																								34						34						0.3
Total commercial real estate			—						—																								34						34						0.3
Total FDMs			$	—					$	8																							$	34					$	42					0.1		%

The following tables present the financial effect of loan modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2026 and 2025.

									Three Months Ended June 30, 2026																		Six Months Ended June 30, 2026
(dollars in millions)									Weighted Average Interest Rate Reduction						Weighted Average Term Extension (in months)						Weighted Average Payment Delay (in months)												Weighted Average Interest Rate Reduction						Weighted Average Term Extension and Payment Delay (in months)						Weighted Average Payment Delay (in months)
Commercial, financial and agricultural									—		%				3						12												—		%				4						12
Owner-occupied									—						—						—												—						3						—
Investment properties									—						8						8												—						8						8
Consumer mortgages									—						—						6												—						—						6
Other consumer loans									—						120						—												—						124						—

			Three Months Ended June 30, 2025																														Six Months Ended June 30, 2025
(dollars in millions)			Weighted Average Interest Rate Reduction						Weighted Average Term Extension (in months)						Weighted Average Payment Delay (in months)																		Weighted Average Interest Rate Reduction						Weighted Average Term Extension (in months)						Weighted Average Payment Deferral (in months)
Commercial, financial and agricultural			—		%				3						—																		—		%				4						—
Investment properties			—						6						6																		—						6						6

During the three and six months ended June 30, 2026, there were no material FDMs that subsequently defaulted. During the three and six months ended June 30, 2025, there were no material FDMs that subsequently defaulted. Defaults are defined as the earlier of the FDM being placed on non-accrual status or reaching 90 days past due with respect to principal and/or interest payments. As of June 30, 2026 and December 31, 2025, there were no commitments to lend a material amount of additional funds to any borrower whose loan was classified as a FDM.

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Pinnacle monitors the performance of FDMs to understand the effectiveness of its modification efforts. The following tables provide a summary of current, accruing past due, and non-accrual loans on an amortized cost basis by loan portfolio class that have been modified during the 12 months prior to June 30, 2026 and June 30, 2025, respectively.

			As of June 30, 2026
(in millions)			Current						Accruing 30-89 Days Past Due						Accruing 90 Days or Greater Past Due												Non-accrual						Total
Commercial, financial and agricultural			$	49					$	—					$	—											$	41					$	90
Owner-occupied			2						—						—												—						2
Total commercial and industrial			51						—						—												41						92
Investment properties			9						—						—												38						47
Total commercial real estate			9						—						—												38						47
Consumer mortgages			2						—						—												4						6
Other consumer loans			1						—						—												—						1
Total consumer			3						—						—												4						7
Total FDMs			$	63					$	—					$	—											$	83					$	146

			As of June 30, 2025
(in millions)			Current						Accruing 30-89 Days Past Due						Accruing 90 Days or Greater Past Due												Non-accrual						Total
Commercial, financial and agricultural			$	20					$	—					$	—											$	—					$	20
Investment properties			34						—						—												—						34
Total FDMs			$	54					$	—					$	—											$	—					$	54

Note 6 - Goodwill and Other Intangible Assets

During the first quarter of 2026, in connection with the Merger, Pinnacle reorganized its management reporting structure into two major reportable business segments: Banking and Wealth. Prior to the Merger, the Company operated through a single operating and reporting segment. In connection with these changes, goodwill of $1.8 billion was reallocated to the Banking and Wealth reporting units using a relative fair value approach. Changes to the carrying amount of goodwill by reporting unit for the six months ended June 30, 2026 are provided in the following table.

(in millions)						Banking						Wealth						Total
Change in goodwill from reallocation						$	1,767					$	82					$	1,849
Goodwill acquired during the year (preliminary allocation)						1,338						292						1,630
Balance at June 30, 2026						$	3,105					$	374					$	3,479

Effective January 1, 2026, Pinnacle merged with Synovus. In connection with the Merger, Pinnacle has recorded $1.6 billion of goodwill based on preliminary fair value estimates of assets acquired and liabilities assumed in the business combination as of June 30, 2026. Refer to Note 2 - Business Combination and Note 12 - Segment Reporting in this Report for additional information.

Additionally, in connection with the Merger, Pinnacle recorded a core deposit intangible asset of $848 million and a wealth customer relationship intangible asset of $262 million on the merger date. The CDI is being amortized using the sum-of-the years-digits method over approximately 10 years. The wealth customer relationship intangible is being amortized on a straight-line basis over its estimated useful life of approximately 14 years.

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The following table shows the gross carrying amount and accumulated amortization of other intangible assets as of June 30, 2026 and December 31, 2025.

(in millions)			Gross Carrying Amount						Accumulated Amortization						Net Carrying Value
June 30, 2026
CDI			$	937					$	(168)					$	769
Wealth Customer Relationships			262						(9)						253
Client Relationships			26						(18)						8
Other			15						—						15
Total other intangible assets			$	1,240					$	(195)					$	1,045
December 31, 2025
CDI			$	89					$	(84)					$	5
Client Relationships			26						(17)						9
Other			16						—						16
Total other intangible assets			$	131					$	(101)					$	30

The estimated amortization expense of other intangible assets for the next five years is as follows:

(in millions)			Amortization Expense
Remainder of 2026			$	90
2027			165
2028			147
2029			130
2030			113

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Note 7 - Shareholders' Equity and Other Comprehensive Income (Loss)

Repurchases of Common Stock

On January 1, 2026, the Board of Directors approved share repurchases of up to $400 million of common stock in 2026. During the three and six months ended June 30, 2026, Pinnacle did not repurchase shares of common stock.

Changes in Accumulated Other Comprehensive Income (Loss) by Component (Net of Income Taxes)

The following table illustrates activity within the balances in accumulated other comprehensive income (loss) by component for the three and six months ended June 30, 2026 and 2025.

Changes in Accumulated Other Comprehensive Income (Loss) by Component (Net of Income Taxes)
(in millions)			Net unamortized holding (losses) gains on AFS securities transferred to HTM						Net unrealized gains (losses) on securities AFS(1)						Net unrealized gains (losses) on cash flow hedges						Total
Balance at March 31, 2026			$	11					$	(205)					$	(31)					$	(225)
Other comprehensive income (loss) before reclassifications			—						(25)						(17)						(42)
Amounts reclassified from AOCI			(2)						22						—						20
Net current period other comprehensive income (loss)			(2)						(3)						(17)						(22)
Balance at June 30, 2026			$	9					$	(208)					$	(48)					$	(247)
Balance at March 31, 2025			$	16					$	(164)					$	(18)					$	(166)
Other comprehensive income (loss) before reclassifications			—						(52)						2						(50)
Amounts reclassified from AOCI			(2)						—						—						(2)
Net current period other comprehensive income (loss)			(2)						(52)						2						(52)
Balance at June 30, 2025			$	14					$	(216)					$	(16)					$	(218)
Balance at December 31, 2025			$	12					$	(105)					$	(30)					$	(123)
Other comprehensive income (loss) before reclassifications			—						(123)						(18)						(141)
Amounts reclassified from AOCI			(3)						20						—						17
Net current period other comprehensive income (loss)			(3)						(103)						(18)						(124)
Balance at June 30, 2026			$	9					$	(208)					$	(48)					$	(247)
Balance at December 31, 2024			$	18					$	(160)					$	(26)					$	(168)
Other comprehensive income (loss) before reclassifications			—						(66)						10						(56)
Amounts reclassified from AOCI			(4)						10						—						6
Net current period other comprehensive income (loss)			(4)						(56)						10						(50)
Balance at June 30, 2025			$	14					$	(216)					$	(16)					$	(218)

Note 8 - Fair Value Accounting

See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies and Note 18- Fair Value of Financial Instruments" of Pinnacle's 2025 Form 10-K for a description of valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis.

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The following table presents assets and liabilities measured at estimated fair value on a recurring basis.

			June 30, 2026																											December 31, 2025
(in millions)			Level 1						Level 2						Level 3						Total Estimated Fair Value									Level 1						Level 2						Level 3						Total Estimated Fair Value
Assets
Trading securities:
U.S. Treasury securities			$	3					$	—					$	—					$	3								$	—					$	—					$	—					$	—
Asset-backed securities			—						5						—						5									—						—						—						—
Other investments			—						1						—						1									—						—						—						—
Total trading securities			$	3					$	6					$	—					$	9								$	—					$	—					$	—					$	—
Securities available for sale:
U.S. Treasury securities			$	2,838					$	—					$	—					$	2,838								$	1,586					$	—					$	—					$	1,586
U.S. Government agency securities			—						188						—						188									—						195						—						195
Mortgage-backed securities			—						14,355						—						14,355									—						2,794						—						2,794
State and municipal securities			—						496						—						496									—						1,709						—						1,709
Corporate notes and other			—						276						—						276									—						283						—						283
Total securities available for sale			$	2,838					$	15,315					$	—					$	18,153								$	1,586					$	4,981					$	—					$	6,567
Mortgage loans held for sale			$	—					$	42					$	—					$	42								$	—					$	—					$	—					$	—
Other investments			—						38						294						332									—						23						230						253
Mutual funds held in rabbi trusts			100						—						—						100									13						—						—						13
Derivative assets			—						190						—						190									—						210						—						210
Liabilities
Mutual funds held in rabbi trusts			94						—						—						94									7						—						—						7
Derivative liabilities(1)			—						178						—						178									—						80						—						80

(1) Excludes from Level 3 the Visa derivative of $2 million at June 30, 2026.

Fair Value Option

Pinnacle has elected the fair value option for certain mortgage loans held for sale related to the portfolio acquired in the Merger on January 1, 2026, primarily to ease the operational burden required to maintain hedge accounting for these loans. Pinnacle is still able to achieve effective economic hedges on mortgage loans held for sale without the time and expense needed to manage a hedge accounting program.

Mortgage loans held for sale are initially measured at fair value under the fair value option election with subsequent changes in fair value recognized in total loan sales and servicing income on the consolidated statements of income.

The following table summarizes the difference between the fair value and the UPB of mortgage loans held for sale and the changes in fair value of these loans. An immaterial portion of these changes in fair value was attributable to instrument-specific credit risk. Pinnacle recorded no material changes in fair value in net income for the three and six months ended June 30, 2026.

Mortgage Loans Held for Sale
(in millions)			As of June 30, 2026
Fair value			$	42
Unpaid principal balance			41
Fair value less aggregate unpaid principal balance			$	1

Activity for Level 3 Assets

See "Part II - Item 8. Financial Statements and Supplementary Data - Note 18 - Fair Value of Financial Instruments" of Pinnacle's 2025 Form 10-K for a description of the valuation techniques and significant inputs for Level 3 assets and liabilities that are measured at fair value on a recurring and non-recurring basis. During the three and six months ended June 30, 2026 and

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2025, Pinnacle did not have any transfers in or out of Level 3 in the fair value hierarchy. The following tables provide rollforwards of Level 3 assets measured at fair value on a recurring basis.

												Three Months Ended June 30, 2026
(in millions)												Other Investments
Ending balance at March 31, 2026												$	282
Total gains (losses) realized/unrealized:
Included in earnings												4
Additions												11
Settlements												(3)
Ending balance at June 30, 2026												$	294
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at June 30, 2026												$	4
									Three Months Ended June 30, 2025
(in millions)												Other Investments
Beginning balance at March 31, 2025												$	192
Total gains (losses) realized/unrealized:
Included in earnings												3
Purchases												7
Settlements												(3)
Ending balance at June 30, 2025												$	199
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at June 30, 2025												$	3

												Six Months Ended June 30, 2026
(in millions)												Other Investments
Beginning balance at December 31, 2025												$	230
Impact from the Merger												40
Total gains (losses) realized/unrealized:
Included in earnings												13
Purchases												17
Settlements												(6)
Ending balance at June 30, 2026												$	294
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at June 30, 2026												$	13
												Six Months Ended June 30, 2025
(in millions)												Other Investments
Beginning balance at December 31, 2024												$	177
Total gains (losses) realized/unrealized:
Included in earnings												3
Purchases												24
Settlements												(5)
Ending balance at June 30, 2025												$	199
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at June 30, 2025												$	3

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The following table presents assets measured at fair value on a non-recurring basis, as of the dates indicated, for which there was a fair value adjustment.

			June 30, 2026
(in millions)			Level 1						Level 2						Level 3
Collateral dependent loans (1)			$	—					$	—					$	106
Other real estate			—						—						30
			December 31, 2025
(in millions)			Level 1						Level 2						Level 3
Collateral dependent loans (1)			$	—					$	—					$	80
Other real estate			—						—						8

(1) The carrying values of collateral dependent loans at June 30, 2026 and December 31, 2025 are net of valuation allowances of $33 million and $32 million, respectively.

Fair Value of Financial Instruments

The following tables present the carrying and estimated fair values of financial instruments at June 30, 2026 and December 31, 2025. This table excludes financial instruments for which the carrying amount approximates fair value. For short-term financial assets such as cash, cash equivalents, and restricted cash, the carrying amount is a reasonable estimate of fair value due the relatively short time between the origination of the instrument and its expected realization. For financial liabilities such as non-interest bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity. The fair values represent management’s best estimates based on a range of methodologies and assumptions. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies and Note 18 - Fair Value of Financial Instruments" to the consolidated financial statements of Pinnacle's 2025 Form 10-K for a description of how fair value measurements are determined.

			June 30, 2026
(in millions)			Carrying Value						Fair Value(1)						Level 1						Level 2						Level 3
Financial assets
Securities purchased with agreement to resell			$	61					$	61					$	—					$	—					$	61
Investment securities held to maturity			2,448						2,292						20						2,272						—
Loans held for sale			609						609						—						609						—
Loans, net			87,120						86,394						—						—						86,394
Financial liabilities
Deposits and securities sold under agreements to repurchase			$	101,748					$	101,737					$	—					$	—					$	101,737
FHLB advances and other borrowings			10,253						10,243						—						—						10,243

(1) Estimated fair values are consistent with an exit price concept.

			December 31, 2025
(in millions)			Carrying Value						Fair Value(1)						Level 1						Level 2						Level 3
Financial assets
Securities purchased with agreement to resell			$	96					$	96					$	—					$	—					$	96
Investment securities held to maturity			2,591						2,410						20						2,390						—
Loans held for sale			97						98						—						98						—
Loans, net			38,712						38,288						—						—						38,288
Financial liabilities
Deposits and securities sold under agreements to repurchase			$	47,717					$	46,735					$	—					$	—					$	46,735
FHLB advances and other borrowings			2,205						2,232						—						—						2,232

(1) Estimated fair values are consistent with an exit price concept.

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Note 9 - Derivative Instruments and Hedging Activities

Pinnacle utilizes derivative instruments to manage its exposure to various types of interest rate risk, exposures related to liquidity and credit risk, and to facilitate client transactions. The primary types of derivative instruments utilized by Pinnacle consist of interest rate swaps and options, interest rate lock commitments made to prospective mortgage loan clients, commitments to sell fixed-rate mortgage loans, and foreign currency exchange contracts. Interest rate lock commitments represent derivative instruments since it is intended that such loans will be sold. Pinnacle also provides foreign currency exchange services, primarily forward contracts, with counterparties to allow commercial clients to mitigate exchange rate risk. Pinnacle covers its risk by entering into an offsetting foreign currency exchange forward contract. Pinnacle enters into risk participation agreements with financial institution counterparties where we are either a participant or a lead bank so that the risk of default on the interest rate swaps is shared. Pinnacle either pays or receives a fee depending on the participation type. As of June 30, 2026, Pinnacle has risk participation agreements with a total notional amount of $1.8 billion. Additionally, Pinnacle enters into swaps to facilitate customer transactions and meet their financing needs. Upon entering into these instruments to meet customer needs, Pinnacle enters into offsetting positions in order to minimize the risk to Pinnacle. These swaps qualify as derivatives, but are not designated as hedging instruments.

On June 28, 2024, Pinnacle executed a credit default swap (CDS) with a counterparty with a notional amount of $87 million. The CDS notional amount is equal to 5% of a reference pool of $1.7 billion in first lien consumer real estate - mortgage loans whereby the counterparty will assume the first loss position for these loans up to approximately $87 million in aggregate losses. Pinnacle will pay to the counterparty an annual loss protection fee equal to 7.95% of the corresponding notional amount of the CDS for as long as the loans in the reference pool remain outstanding. The notional amount of the CDS will decline over time as the loans in the reference portfolio are paid down, mature or the counterparty absorbs the first loss portion of losses on those loans. On December 22, 2025, Pinnacle executed a CDS with a notional amount of $80 million. The CDS notional amount is equal to 12.5% of a reference pool of commercial subscription lines of credit whereby the counterparty will assume first loss position for these loans up to approximately $80 million in aggregate losses. Pinnacle will pay to the counterparty an annual loss protection fee equal to 4.94% of the corresponding notional amount until the scheduled termination date of December 22, 2030, subject to early termination criteria not being met. The notional amount of the CDS will fluctuate until the replenishment cut-off date, December 22, 2028, subject to early termination criteria not being met, at which time the reference pool will decline over time. Each CDS qualifies as a derivative, but is not designated as a hedging instrument.

See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" to the consolidated financial statements of Pinnacle's 2025 Form 10-K for additional information regarding accounting policies for derivatives.

Hedging Derivatives

Cash flow hedging relationships mitigate exposure to the variability of future cash flows or other forecasted transactions. The hedging strategy converts the SOFR-based variable interest rate on forecasted borrowings to a fixed interest rate and is used in an effort to protect Pinnacle from floating interest rate variability. The contracts effectively modify Pinnacle's exposure to interest rate risk by utilizing receive fixed/pay index-based variable rate interest rate swaps and floors. Pinnacle also uses interest rate caps to mitigate the impact of changing deposit rates of federal funds based deposit accounts.

For cash flow hedges, gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (loss), net of the tax impact, and subsequently reclassified into earnings when the hedged transaction affects earnings with the impacts recorded in the same income statement line item used to present the earnings effect of the hedged item. When a cash flow hedge relationship is discontinued but the hedged cash flows, or forecasted transactions, are still expected to occur, gains or losses that were accumulated in OCI are amortized into earnings over the same periods in which the hedged transactions are still expected to affect earnings. If, however, it is probable the forecasted transactions will no longer occur, the remaining accumulated amounts in OCI for the impacted cash flow hedges are immediately recognized in earnings.

Pinnacle utilizes interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate callable securities available for sale. The hedging strategy on securities converts the fixed interest rates to variable interest rates based on SOFR or federal funds rates. These derivatives are designated as partial term hedges of selected cash flows covering specified periods of time prior to the call dates of the hedged securities. Pinnacle has also entered into portfolio layer method fair value hedges on certain available for sale securities. Under the portfolio layer method, the hedged item is designated as a hedged layer of a closed portfolio of available for sale securities that is anticipated to remain outstanding throughout the hedge period. Pinnacle also utilizes interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on FHLB advances, other borrowings and deposits.The changes in fair value of the fair value hedges are recorded through earnings with an offset against changes in the fair value of the hedged item within net interest income in the consolidated statements of income. All components of each derivative instrument’s gain (loss) are included in the assessment of hedge effectiveness.

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Derivatives not designated as hedges include those that are entered into as either economic hedges to facilitate client needs or as part of Pinnacle's overall risk management strategy. Economic hedges are those that do not qualify to be treated as a fair value hedge or cash flow hedge for accounting purposes but are necessary to economically manage the risk exposure associated with the assets and liabilities of Pinnacle. For derivative instruments that are not designated as hedging instruments, changes in the fair value of the derivatives are recognized in earnings immediately.

Counterparty Credit Risk and Collateral

Entering into derivative contracts potentially exposes Pinnacle to the risk of counterparties’ failure to fulfill their legal obligations, including, but not limited to, potential amounts due or payable under each derivative contract. Notional principal amounts are often used to express the volume of these transactions, but the amounts potentially subject to credit risk are much smaller. Pinnacle assesses the credit risk of its dealer counterparties by regularly monitoring publicly available credit rating information, evaluating other market indicators, and periodically reviewing detailed financials. Dealer collateral requirements are determined via risk-based policies and procedures and in accordance with existing agreements. Pinnacle seeks to minimize dealer credit risk by dealing with highly rated counterparties and by obtaining collateral for exposures above certain predetermined limits. Management closely monitors credit conditions within the client swap portfolio, which management deems to be of higher risk than dealer counterparties. Collateral is secured at origination and credit-related fair value adjustments are recorded against the asset value of the derivative as deemed necessary based upon an analysis, which includes consideration of the current asset value of the swap, client risk rating, collateral value, and client standing with regards to its swap contractual obligations and other related matters. Such asset values fluctuate based upon changes in interest rates regardless of changes in notional amounts and changes in client specific risk.

Collateral Requirements

Pinnacle's derivative instruments with certain counterparties contain legally enforceable netting that allow multiple transactions to be settled into a single amount. The fair value hedge and interest rate swaps (swaps) assets and liabilities are presented at gross fair value before the application of bilateral collateral and master netting agreements, but after the initial margin posting and daily variation margin payments made with central clearinghouse organizations. Total fair value hedge and swaps assets and liabilities are adjusted to take into consideration the effects of legally enforceable master netting agreements and cash collateral received or paid.

Certain derivative transactions have collateral requirements, both at the inception of the trade and as the value of each derivative position changes. As of June 30, 2026 and December 31, 2025, Pinnacle had recorded the right to reclaim cash collateral of $10 million and $36 million, respectively. As of June 30, 2026 and December 31, 2025, Pinnacle had recorded the obligation to return cash collateral of $100 million and $62 million, respectively.

For derivatives cleared through central clearing houses, the variation margin payments made are legally characterized as settlements of the derivatives. As a result, these variation margin payments are netted against the fair value of the respective derivative contracts in the consolidated balance sheets and related disclosures.

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The following table reflects the estimated fair value of derivative instruments included in other assets and other liabilities on the consolidated balance sheets along with their respective notional amounts on a gross basis.

			June 30, 2026																		December 31, 2025
									Estimated Fair Value																		Estimated Fair Value
(in millions)			Notional Amount						Derivative Assets						Derivative Liabilities						Notional Amount						Derivative Assets						Derivative Liabilities
Derivatives in cash flow hedging relationships:
Interest rate contracts			$	12,250					$	79					$	—					$	9,750					$	83					$	—
Total cash flow hedges									$	79					$	—											$	83					$	—
Derivatives in fair value hedging relationships:
Interest rate contracts			$	7,207					$	52					$	11					$	4,340					$	47					$	1
Total fair value hedges									$	52					$	11											$	47					$	1
Total derivatives designated as hedging instruments									$	131					$	11											$	130					$	1
Derivatives not designated   as hedging instruments:
Interest rate contracts			$	27,013					$	56					$	167					$	6,425					$	40					$	40
Mortgage derivatives - interest rate lock commitments			122						2						—						64						1						—
Mortgage derivatives - forward commitments to sell fixed-rate mortgage loans			124						—						—						53						—						—
Foreign exchange contracts			163						1						—						—						—						—
Visa derivative			—						—						2						—						—						—
Credit default swap			143						—						—						153						—						—
Total derivatives not designated as hedging instruments									$	59					$	169											$	41					$	40

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The following table presents the effect of hedging derivative instruments in the consolidated statements of income and the total amounts for the respective line item affected for the three and six months ended June 30, 2026 and 2025.

			Three Months Ended June 30, 2026
			Interest Income												Interest Expense
(in millions)			Loans, including fees						Investment securities						Deposits						FHLB advances and other borrowings
Total interest income/expense amounts presented in the consolidated statements of income			$	1,310					$	208					$	534					$	77
Gain (loss) on fair value hedging relationships:
Recognized on derivatives			$	—					$	(2)					$	(7)					$	(21)
Recognized on hedged items			—						2						7						21
Pre-tax income (loss) recognized on fair value hedges			$	—					$	—					$	—					$	—
			Three Months Ended June 30, 2025
			Interest Income												Interest Expense
(in millions)			Loans, including fees						Investment securities						Deposits						FHLB advances and other borrowings
Total interest income/expense amounts presented in the consolidated statements of income			$	570					$	94					$	285					$	29
Gain (loss) on fair value hedging relationships:
Recognized on derivatives			$	—					$	(5)					$	—					$	5
Recognized on hedged items			—						5						—						(5)
Pre-tax income (loss) recognized on fair value hedges			$	—					$	—					$	—					$	—

			Six Months Ended June 30, 2026
			Interest Income												Interest Expense
(in millions)			Loans, including fees						Investment securities						Deposits						FHLB advances and other borrowings
Total interest income/expense amounts presented in the consolidated statements of income			$	2,570					$	405					$	1,055					$	136
Gain (loss) on fair value hedging relationships:
Recognized on derivatives			$	—					$	(8)					$	(12)					$	(34)
Recognized on hedged items			—						8						12						34
Pre-tax income (loss) recognized on fair value hedges			$	—					$	—					$	—					$	—
			Six Months Ended June 30, 2025
			Interest Income												Interest Expense
(in millions)			Loans, including fees						Investment securities						Deposits						FHLB advances and other borrowings
Total interest income/expense amounts presented in the consolidated statements of income			$	1,118					$	181					$	558					$	59
Gain (loss) on fair value hedging relationships:
Recognized on derivatives			$	—					$	(22)					$	—					$	17
Recognized on hedged items			—						22						—						(17)
Pre-tax income (loss) recognized on fair value hedges			$	—					$	—					$	—					$	—

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The following table presents the carrying amount and associated cumulative basis adjustment related to the application of hedge accounting that is included in the carrying amount of the hedged assets/(liabilities) in fair value hedging relationships.

			June 30, 2026									December 31, 2025
(in millions)			Hedged Items Currently Designated															Hedged Items Currently Designated
Line item on the balance sheet			Carrying Amount of Assets/(Liabilities)			Hedge Accounting Basis Adjustment						Carrying Amount of Assets/(Liabilities)			Hedge Accounting Basis Adjustment
Securities available for sale(1)(2)			$	2,355		$	(92)											$	3,701		$	(48)
Interest-bearing deposits			(1,838)			(12)												—			—
FHLB advances and other borrowings			(3,425)			(35)												(1,174)			(1)

(1) In April 2022, interest rates swaps designated as fair value hedges with notional amounts totaling $164 million and market values totaling $14 million were terminated. Approximately $986,000 in gains were recognized at the time of termination and the remaining $3 million at June 30, 2026 will be accreted as additional interest income on the previously hedged available for sale mortgage backed and municipal securities over the same period as existing purchase discounts or premiums on these securities.

(2) Carrying amount represents amortized cost.

The pre-tax effect of changes in fair value from derivative instruments not designated as hedging instruments in the consolidated statements of income for the three and six months ended June 30, 2026 and 2025 is presented below.

												Gain (Loss) Recognized in Consolidated Statements of Income
												Three Months Ended June 30,												Six Months Ended June 30,
(in millions)						Location in Consolidated Statements of Income						2026						2025						2026						2025
Derivatives not designated   as hedging instruments:
Mortgage derivatives - interest rate lock commitments						Total loan sales and servicing						$	2					$	—					$	2					$	—
Mortgage derivatives - forward commitments to sell fixed-rate mortgage loans						Total loan sales and servicing						—						—						1						—
Foreign exchange contracts						Capital markets income						—						—						(1)						—
Visa derivative						Other non-interest expense						2						—						2						—

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Note 10 - Net Income Per Common Share

The following table displays a reconciliation of the information used in calculating basic and diluted net income per common share for the three and six months ended June 30, 2026 and 2025. Diluted net income per common share incorporates the potential impact of contingently issuable shares such as those related to restricted share units (RSUs), and performance share units (PSUs), including awards which require future service and meeting certain performance and market metrics as a condition of delivery of the underlying common stock. During periods where the effect of these instruments is antidilutive, meaning their inclusion would increase earnings per share, they are excluded from the calculation.

			Three Months Ended June 30,												Six Months Ended June 30,
(dollar amounts in millions, except per share data, share count in thousands)			2026						2025						2026						2025
Basic Net Income Per Common Share:
Net income available to common shareholders			$	313					$	155					$	448					$	291
Weighted average common shares outstanding			151,104						76,891						151,051						76,809
Net income per common share, basic			$	2.07					$	2.01					$	2.97					$	3.79
Diluted Net Income Per Common Share:
Net income available to common shareholders			$	313					$	155					$	448					$	291
Weighted average common shares outstanding			151,104						76,891						151,051						76,809
Effect of dilutive outstanding equity-based awards			364						386						419						403
Weighted average diluted common shares			151,468						77,277						151,470						77,212
Net income per common share, diluted			$	2.07					$	2.00					$	2.96					$	3.77
Anti-dilutive shares (1)			146						317						252						655

Note 11 - Commitments and Contingencies

In the normal course of business, Pinnacle enters into commitments to extend credit such as loan commitments and letters of credit to meet the financing needs of its clients. Pinnacle uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Pinnacle also has commitments to fund certain tax credits, CRA partnerships, and other investments.

The contractual amount of these financial instruments represents Pinnacle's maximum credit risk should the counterparty draw upon the commitment, and should the counterparty subsequently fail to perform according to the terms of the contract. Since many of the commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements. Additionally, certain commitments (primarily consumer) can generally be canceled by providing notice to the borrower.

The ACL associated with unfunded commitments and letters of credit is recorded within other liabilities on the consolidated balance sheets. At June 30, 2026 and December 31, 2025, the ACL for unfunded commitments was $73 million and $16 million, respectively. Additionally, an immaterial amount of unearned fees relating to letters of credit are recorded within other liabilities on the consolidated balance sheets.

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(in millions)			June 30, 2026						December 31, 2025
Letters of credit			$	1,018					$	601
Commitments to fund commercial and industrial loans			21,098						9,309
Commitments to fund commercial real estate, construction, and land development loans			7,697						5,329
Commitments under home equity lines of credit			4,066						1,904
Unused credit card lines			871						411
Other loan commitments			1,848						1,047
Total letters of credit and unfunded lending commitments			$	36,598					$	18,601

Legal Proceedings

Pinnacle and its subsidiaries are subject to various legal proceedings, claims, and disputes that arise in the ordinary course of its business. Additionally, in the ordinary course of business, Pinnacle and its subsidiaries are subject to regulatory and governmental examinations, information gathering requests, inquiries, and investigations. Pinnacle, like many other financial institutions, has been the target of legal actions and other proceedings asserting claims for damages and related relief for losses. These actions include, but are not limited to, mortgage loan and other loan put-back claims, claims and counterclaims asserted by individual clients related to their accounts or relationships, allegations of violations of state and federal laws, and regulations relating to banking practices, including putative class action matters. In addition to actual damages, if Pinnacle does not prevail in such asserted legal actions, credit-related litigation could result in additional write-downs or charge-offs of assets, which could adversely affect Pinnacle's results of operations during the period in which the write-down or charge-off were to occur.

At least quarterly, Pinnacle carefully examines and considers each legal matter using then available information, and, in those situations where Pinnacle determines that a particular legal matter presents loss contingencies that are both probable and reasonably estimable, Pinnacle establishes an appropriate reserve. An event is considered to be probable if the future event is likely to occur. In the absence of a determination that a loss contingency is both probable and reasonably estimable, no accrual is made. Once established, accruals are adjusted to reflect developments related to these matters. While the final outcome of any legal proceeding is inherently uncertain, based on the information currently available, advice of counsel, and available insurance coverage, management believes that the amounts accrued with respect to legal matters as of June 30, 2026 are adequate.

In addition, where Pinnacle determines that there is a reasonable possibility of a loss in respect of legal matters, Pinnacle considers whether it is able to estimate the total reasonably possible loss or range of loss. Under GAAP, an event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely,” and an event is “remote” if the “chance of the future event or events occurring is slight.” In many situations, Pinnacle may be unable to estimate reasonably possible losses due to the difficulty of predicting outcome of legal matters and the preliminary nature of the legal matters, as well as a variety of other factors and uncertainties. Those matters for which a meaningful estimate is not possible are not included within this estimated range and, therefore, this range does not represent our maximum loss exposure. For those legal matters where Pinnacle is able to estimate a range of reasonably possible losses, management currently estimates the aggregate range from our outstanding litigation is from zero to $30 million in excess of the amounts accrued, if any, related to those matters. This estimated aggregate range is based upon information currently available to Pinnacle, and the actual losses could prove to be lower or higher. As there are further developments in these legal matters, Pinnacle will reassess these matters, and the estimated range of reasonably possible losses may change as a result of this assessment. Based on Pinnacle's current knowledge and advice of counsel, management presently does not believe that the liabilities arising from these legal matters will have a material adverse effect on Pinnacle's consolidated financial condition, results of operations, or cash flows. However, in light of the significant uncertainties involved and the large or indeterminate damages sought in some of these matters, it is possible that the ultimate resolution of these legal matters could have a material adverse effect on Pinnacle's results of operations or financial condition for any particular period.

Any estimate or determination relating to the future resolution of litigation, regulatory or governmental examinations, information gathering requests, inquiries, investigations, or similar matters is inherently uncertain and involves significant judgment. This is particularly true in the early stages of a legal matter, when legal issues and facts have not been well articulated, reviewed, analyzed, and vetted through discovery, preparation for trial or hearings, substantive and productive mediation or settlement discussions, or other actions. It is also particularly true with respect to class action and similar claims involving multiple defendants, matters with complex procedural requirements or substantive issues or novel legal theories, and examinations, investigations, and other actions conducted or brought by regulatory and governmental agencies, in which the normal adjudicative process is not applicable. Accordingly, we usually are unable to determine whether a favorable or unfavorable outcome is remote, reasonably likely, or probable, or to estimate the amount or range of a probable or reasonably likely loss, until relatively late in the course of a legal matter, sometimes not until a number of years have elapsed. Accordingly,

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our judgments and estimates relating to claims will change from time to time in light of developments, and actual outcomes will differ from our estimates. These differences may be material.

Note 12 - Segment Reporting

Pinnacle's business segments are based on the products and services provided or the clients served and reflect the manner in which financial information is evaluated by the chief operating decision maker. Pinnacle's CODM is the Chief Executive Officer. The CODM primarily utilizes revenue and non-interest expense directly attributable to a respective segment as well as actual versus expected credit losses when assessing performance and allocating resources.

During the first quarter of 2026 in connection with the Merger, Pinnacle reorganized its management reporting structure into two major reportable business segments: Banking and Wealth. The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to GAAP. As a result, reported segment results are not necessarily comparable with similar information reported by other financial institutions.

The Banking operating segment includes both commercial and consumer banking services and insurance. Commercial banking services are provided to corporations and other business clients and include a wide array of lending and cash management products. Consumer banking services include direct lending and depository services. Insurance provides insurance brokerage services to individuals and businesses covering corporate and personal property and casualty products, as well as group health and life insurance products. Additionally, the Banking segment provides treasury management solutions and payment processing services.

The Wealth segment provides a broad array of planning and advisory services, brokerage services, investment management, and trust services to individual, corporate, and institutional clients. Personal and institutional trust services provide advisory, investment management and trustee services to institutions, affluent and high-net-worth individuals. Family office services provide integrated, customized wealth management for ultra-high-net-worth, multigenerational families and other fee-only services such as estate administration, trust tax planning and custody. Brokerage services includes businesses that operate under the Company’s charter, through a broker/dealer and as a registered investment advisor. It generates revenue through fee-only arrangements, net interest income and other fee-only services (retail brokerage, investment banking and financial advisory services) as well as Pinnacle Asset Management.

Functional activities such as treasury, technology, operations, marketing, finance, enterprise risk, legal, human resources, corporate communications, executive management, among others, are included in Treasury and Corporate Other. In addition, certain assets, liabilities, revenue, and expense not allocated or attributable to a particular business segment, such as Pinnacle's third-party consumer loans, loans held for sale, BHG, and consumer and small business card, as well as certain reconciling items in order to translate segment results that are based on management accounting practices into consolidated results are also included in Treasury and Corporate Other.

Pinnacle uses a centralized FTP methodology to attribute appropriate net interest income to its business segments. The intent of the FTP methodology is to transfer interest rate risk from the business segments by providing matched duration funding of assets and liabilities. The result is to centralize the financial impact, management, and reporting of interest rate risk in the Treasury and Corporate Other function, where it can be centrally monitored and managed. Treasury and Corporate Other charges (credits) an internal cost of funds for assets held in (or pays for funding provided by) each business segment. The process for determining FTP is based on a number of factors and assumptions, including prevailing market interest rates, the expected lives of various assets and liabilities, and the Company's broader funding profile.

Provision for (reversal of) credit losses is allocated to segments based on the balance of loans managed by the segments during the period. By comparison, the consolidated provision for (reversal of) credit losses is determined based on the ACL model using methodologies described in "Note 1 - Basis of Presentation and Accounting Policies" herein, with the difference between the consolidated provision for (reversal of) credit losses and the business segments' provision for (reversal of) credit losses reflected in Treasury and Corporate Other.

The following tables present certain financial information for each reportable business segment for the three and six months ended June 30, 2026 and 2025 and as of June 30, 2026 and December 31, 2025. The application and development of management reporting methodologies is a dynamic process and is subject to periodic enhancements. As these enhancements are

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made, financial results presented by each reportable business segment may be periodically revised. Loan and deposit transfers occur from time to time between reportable business segments primarily to maintain the migration of clients and relationship managers between segments; however, prior period loan and deposit balances and any related net interest income and FTP are not adjusted for transfers.

			Three Months Ended June 30, 2026
(in millions)			Banking																		Wealth						Treasury and Corporate Other						Pinnacle Consolidated
Net interest income			$	807																	$	10					$	139					$	956
Provision for (reversal of) credit losses			62																		—						1						63
Net interest income after provision for credit losses			745																		10						138						893
Core banking fees			81																		—						12						93
Wealth management revenue			5																		80						—						85
Capital markets income			18																		—						—						18
Total loan sales and servicing			9																		—						—						9
Other non-interest revenue			9																		—						33						42
Total non-interest revenue			122																		80						45						247
Salaries and other personnel expense			205																		48						125						378
Occupancy, equipment and software expense			40																		1						61						102
Other operating expense(1)(2)			61																		9						171						241
Total non-interest expense			306																		58						357						721
Income (loss) before income taxes			$	561																	$	32					$	(174)					$	419

			Three Months Ended June 30, 2025
(in millions)			Banking																		Wealth						Treasury and Corporate Other						Pinnacle Consolidated
Net interest income			$	355																	$	2					$	23					$	380
Provision for (reversal of) credit losses			23																		—						1						24
Net interest income after provision for credit losses			332																		2						22						356
Core banking fees			25																		—						7						32
Wealth management revenue			4																		28						—						32
Capital markets income			4																		—						—						4
Total loan sales and servicing			6																		—						—						6
Other non-interest revenue			2																		1						48						51
Total non-interest revenue			41																		29						55						125
Salaries and other personnel expense			113																		20						47						180
Occupancy, equipment and software expense			19																		—						25						44
Other operating expense(1)			22																		1						39						62
Total non-interest expense			154																		21						111						286
Income (loss) before income taxes			$	219																	$	10					$	(34)					$	195

(1) Other operating expense for Banking and Wealth primarily includes software platform expense, professional fees, and FDIC insurance and other regulatory fees.

(2) Treasury and Corporate Other includes $48 million of the total merger-related expense of $51 million incurred during the period.

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			Six Months Ended June 30, 2026
(in millions)			Banking																		Wealth						Treasury and Corporate Other						Pinnacle Consolidated
Net interest income			$	1,562																	$	20					$	307					$	1,889
Provision for (reversal of) credit losses			136																		—						3						139
Net interest income after provision for credit losses			1,426																		20						304						1,750
Core banking fees			162																		—						22						184
Wealth management revenue			8																		161						—						169
Capital markets income			36																		—						—						36
Total loan sales and servicing			19																		—						—						19
Other non-interest revenue			12																		—						111						123
Total non-interest revenue			237																		161						133						531
Salaries and other personnel expense			413																		99						262						774
Occupancy, equipment and software expense			80																		3						116						199
Other operating expense(1)(2)			117																		18						565						700
Total non-interest expense			610																		120						943						1,673
Income (loss) before income taxes			$	1,053																	$	61					$	(506)					$	608

			Six Months Ended June 30, 2025
(in millions)			Banking																		Wealth						Treasury and Corporate Other						Pinnacle Consolidated
Net interest income			$	705																	$	5					$	36					$	746
Provision for (reversal of) credit losses			40																		—						1						41
Net interest income after provision for credit losses			665																		5						35						705
Core banking fees			50																		—						14						64
Wealth management revenue			9																		56						—						65
Capital markets income			6																		—						—						6
Total loan sales and servicing			12																		—						—						12
Other non-interest revenue			3																		—						71						74
Total non-interest revenue			80																		56						85						221
Salaries and other personnel expense			224																		38						89						351
Occupancy, equipment and software expense			37																		—						49						86
Other operating expense(1)			44																		3						77						124
Total non-interest expense			305																		41						215						561
Income (loss) before income taxes			$	440																	$	20					$	(95)					$	365

(1) Other operating expense for Banking and Wealth primarily includes software platform expense, professional fees, and FDIC insurance and other regulatory fees.

(2) Treasury and Corporate Other includes $319 million of the total merger-related expense of $326 million incurred during the period.

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			June 30, 2026
(dollars in millions)			Banking																		Wealth						Treasury and Corporate Other						Pinnacle Consolidated
Loans, net of deferred fees and costs			$	86,014																	$	6					$	2,056					$	88,076
Deposits			$	88,359																	$	3,096					$	9,443					$	100,898
Full-time equivalent employees			4,924																		566						2,943						8,433
			December 31, 2025
(dollars in millions)			Banking																		Wealth						Treasury and Corporate Other						Pinnacle Consolidated
Loans, net of deferred fees and costs			$	37,985																	$	—					$	1,169					$	39,154
Deposits			$	42,339																	$	1,160					$	3,902					$	47,401
Full-time equivalent employees			2,367																		250						1,093						3,710

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