Form 8-K

8-K — Pinnacle Financial Partners, Inc.

Accession: 0002082866-26-000059

Filed: 2026-06-08

Period: 2026-06-08

CIK: 0002082866

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — pnfp-20260608.htm (Primary)

EX-99.1 (a2026msusfinancialsconfe.htm)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

June 8, 2026

Date of Report

(Date of Earliest Event Reported)

Pinnacle Financial Partners, Inc.

(Exact Name of Registrant as Specified in its Charter)

Georgia 001-43038 39-3738880

(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)

3400 Overton Park Drive, Atlanta, Georgia 30339

(Address of principal executive offices) (Zip Code)

(706) 641-6500

(Registrant’s telephone number, including area code)

__________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, $1.00 Par Value

PNFP

New York Stock Exchange

Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A

PNFP - PrA

New York Stock Exchange

Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B

PNFP - PrB

New York Stock Exchange

Depositary Shares, each representing 1/40 interest in a Share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock Series C

PNFP - PrC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

Pinnacle Financial Partners, Inc. (“Pinnacle”) will participate in a fireside chat at the Morgan Stanley US Financials Conference on June 9, 2026 at 2:30 p.m. ET. A copy of the presentation materials to be referenced by Pinnacle during its discussion is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in Item 7.01 of this Current Report by this reference. The presentation materials will also be available on Pinnacle’s website at investors.pnfp.com.

The information contained in this Item 7.01, including the information set forth in the presentation materials furnished as Exhibit 99.1 to, and incorporated in, this Current Report, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section. The information in Exhibit 99.1 furnished pursuant to this Item 7.01 shall not be incorporated by reference into any registration statement or other documents pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1

Presentation materials to be referenced June 9, 2026.

104 Cover Page Interactive Data File (formatted as Inline XBRL)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Pinnacle Financial Partners, Inc. has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PINNACLE FINANCIAL PARTNERS, INC.

Date: June 8, 2026

By: /s/ Allan E. Kamensky

Name: Allan E. Kamensky

Title: Executive Vice President and Chief Legal Officer

EX-99.1

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a2026msusfinancialsconfe

Morgan Stanley US Financials Conference June 9, 2026 Exhibit 99.1

2 Forward-Looking Statements This slide presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute "forward-looking statements" within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward- looking statements. You can identify these forward-looking statements through Pinnacle’s use of words such as "believes," "anticipates," "expects," "may," "will," "assumes," "predicts," "could," "should," "would," "intends," "targets," "estimates," "projects," "plans," "potential" and other similar words and expressions of the future or otherwise regarding the outlook for Pinnacle's future business and financial performance and/or the performance of the banking industry and economy in general. These forward-looking statements include, among others, statements on our expectations related to (1) the anticipated benefits and risks related to the recently completed business combination transaction between Synovus Financial Corp., a Georgia corporation (“Synovus”) and Pinnacle Financial Partners, Inc., a Tennessee corporation (“Legacy Pinnacle”), including the risk that the cost savings and revenue synergies from the transaction may not be fully realized or may take longer than anticipated to be realized, the risk that the integration of Legacy Pinnacle’s and Synovus’ respective businesses and operations will be materially delayed or will be more costly or difficult than expected, including as a result of unexpected factors or events, and risks related to management and oversight of the expanded business and operations of the combined company; (2) loan growth and loan mix; (3) deposit growth and deposit mix; (4) net interest income and net interest margin; (5) revenue growth, including growth attributable to Pinnacle’s investment in Bankers Healthcare Group ("BHG"); (6) non-interest expense; (7) credit trends and key credit performance metrics; (8) our future operating and financial performance; (9) our strategy and initiatives for future revenue growth, balance sheet optimization, capital management, and expense management, including those statements related to our talent recruitment strategy and expected embedded growth from that strategy; (10) our effective tax rate; (11) our capital position; and (12) our assumptions underlying these expectations. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Pinnacle to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this presentation. Many of these factors are beyond Pinnacle's ability to control or predict. These forward-looking statements are based upon information presently known to Pinnacle's management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in Pinnacle's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 under the captions "Cautionary Notice Regarding Forward-Looking Statements" and "Risk Factors" and in Pinnacle’s quarterly reports on Form 10-Q and current reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.

3 Use of Non-GAAP Financial Measures This slide presentation contains certain non-GAAP financial measures determined by methods other than in accordance with generally accepted accounting principles. Such non-GAAP financial measures include the following: adjusted revenue; adjusted non-interest expense; and adjusted effective tax rate. The most comparable GAAP measures to these measures are total revenue; total non-interest expense; and effective tax rate, respectively. Management believes that these non-GAAP financial measures provide meaningful additional information about Pinnacle to assist management and investors in evaluating Pinnacle's operating results, financial strength, the performance of its business and the strength of its capital position. However, these non-GAAP financial measures have inherent limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of operating results or capital position as reported under GAAP. The non-GAAP financial measures should be considered as additional views of the way our financial measures are affected by significant items and other factors, and since they are not required to be uniformly applied, they may not be comparable to other similarly titled measures at other companies. Adjusted total revenue and adjusted non-interest revenue are measures used by management to evaluate total revenue and non-interest revenue exclusive of net investment securities gains (losses), fair value adjustments on nonqualified deferred compensation, tax equivalent adjustments, and other items not indicative of ongoing operations that could impact period- to-period comparisons. Adjusted non-interest expense is a measure utilized by management to measure the success of expense management initiatives focused on reducing recurring controllable operating costs. Adjusted effective tax rate is a measure used by management to evaluate the effective tax rate excluding items not indicative of ongoing operations that could impact period-to-period comparisons. The computations of the non-GAAP financial measures used in this slide presentation are set forth in the appendix to this slide presentation. Management does not provide a reconciliation for forward-looking non-GAAP financial measures where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the occurrence and the financial impact of various items that have not yet occurred, are out of Pinnacle's control, or cannot be reasonably predicted. For the same reasons, Pinnacle's management is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.

4 Top TSR Win with PNFP footprint population projected to grow ~2x faster than national average(1) Why We Win THE CLIENTS THE TEAM Win with THE SHAREHOLDERS Leads to Winning with Highly Successful Operating and Recruiting Model That Generates Top Quartile Revenue, EPS and TBV Growth Industry-Leading Client Service + = Regional Bank Employer of Choice Top NPS Top Engagement (1) Source: S&P Capital IQ Pro Objective: Objective: Objective:

5 Revenue Producer Hiring Momentum Accelerates in 2Q26 225-250 250-275 Source: PNFP internal data; Note: The PNFP-SNV merger closed on January 1, 2026; (1) Revenue producer hires are as of May 31, 2026 50 98 1Q26 2026 YTD (1)

6 REVENUE PRODUCER HIRING Second Quarter 2026 Update: Activity • Revenue producer hiring is accelerating as integration efforts take hold • Hired 48 revenue producers from April 1 – May 31, 2026 • 98 revenue producers hired YTD through May 31, 2026 • Forecasting 70 - 80 revenue producer hires in second quarter (or 120-130 YTD through 2Q26) MERGER INTEGRATIONMERGER INTEGRATION • Decisioned 250+ systems and aligned on CD1 scope of work • Finalized granular execution plans and timelines (+1,500 milestones) • Beginning execution of CD1 conversion in July MERGER INTEGRATIONLIQUIDITY ACTIONS • Actions consistent with strategy outlined at merger announcement • Issued $750 million of senior debt in May 2026; funding helps support increase in HQLA • Sold ~$1.0B of municipal securities and reinvested HQLA; trade resulted in: o Realized pre-tax loss of -$31 million o Relatively neutral NII impact o Neutral impact to CET1; +3bps CET1 impact via RWA reduction o Improves liquidity and shortens duration profile of securities portfolio

7 100.0% 101.5% 101.7% 102.7% 105.8% 100.0% 102.1% Prior Year End 1Q 2Q 3Q 4Q Normalized Core Deposit Growth Combined 2024-2025 Average 2026E(2) Second Quarter 2026 Update: Financial Performance 2Q26 Outlook Notes Period-End Loans Ex Loan Mark $88.1B - $88.7B $2.25B - $2.75B of linked-quarter growth in 2Q26 with diverse contribution across geography and specialty businesses Period-End Total Deposits $101.0B - $101.6B $250MM - $750MM of linked-quarter Core Deposit growth in 2Q26, consistent with seasonal patterns in prior years Adjusted Revenue(1) $1.230B - $1.245B NIM estimate of ~3.50% for 2Q26, consistent with prior guidance Assumes adjusted non-interest revenue of $265MM – $275MM, down from 1Q26, primarily due to lower non-client related fee income (BHG Investment, Equity Investments) Adjusted Non- Interest Expense(1) $665MM - $675MM Includes intangible amortization of ~$47MM NCOs / Avg Loans ~0.25% In line with prior guidance Combined PNFP-SNV Core Deposit growth seasonally stronger in second half of year 102.4% - 103.0% Note: The PNFP-SNV merger closed on January 1, 2026 and all purchase accounting adjustments are preliminary as of May 31, 2026 and are subject to change until the measurement period is closed; (1) Non-GAAP financial measure; see end notes for applicable definitions; (2) Includes SNV and legacy PNFP period-end core deposits

8 R an ge U n ch an ge d 2026 Outlook Update Note: The PNFP-SNV merger closed on January 1, 2026 and all purchase accounting adjustments are preliminary as of May 31, 2026 and are subject to change until the measurement period is closed; (1) Non-GAAP financial measure; see end notes for applicable definitions Latest FY Guidance Current Trends Period-End Loans Ex Loan Mark $91.0B - $93.0B Currently trending to the high end of the range Period-End Total Deposits $106.5B - $108.5B On track for 8% - 10% total deposit growth Adjusted Revenue(1) $5.00B - $5.20B Currently trending to $5.05B - $5.10B. Key drivers include: • FY NIM of 3.48% - 3.50%; stable interest rates • Assumes 2026 adjusted non-interest revenue(1) of ~$1.11B Adjusted Non- Interest Expense(1) $2.675B - $2.775B Currently trending to lower-half of range as synergy program is executed and core expense base is well managed Adjusted Effective Tax Rate(1) 20% - 21% Continued bias towards lower half of range NCOs / Avg Loans 0.20% - 0.25% In line with prior guidance CET1 Ratio Target 2Q26 Relatively Stable QoQ Continue to prioritize deploying capital to support estimated top-quartile client growth No share repurchases expected in 2026

9 End Notes • Adjusted revenue and adjusted non-interest revenue are non-GAAP financial measures that exclude gains and losses on sales of investment securities, fair value adjustments on non-qualified deferred compensation, and tax equivalent adjustments. • Adjusted non-interest expense is a non-GAAP financial measure that excludes merger-related expenses and certain other non- recurring expense items. • Adjusted Effective Tax Rate is a non-GAAP financial measure based on earnings adjusted for merger-related expenses.

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Jun. 08, 2026

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