PNFP 10-K & 10-Q changes, risk factors and insider trading

The following risk factors update and supersede the risk factors previously disclosed in our Annual Report on Form 10‑K for the year ended December 31, 2025 and reflect material changes in those risks as of March 31, 2026, including changes resulting from the completion of the Merger. These risk factors highlight the material risks that we face as of March 31, 2026 and, as applicable, that we currently face. The risks described below are not the only risks we face, and additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially adversely affect our business, financial condition, results of operations, or the trading price of our securities.

In light of the Merger, we have presented the risk factors below in a consolidated manner to reflect the risks applicable to the combined company.

Summary Risk Factors

Our business is subject to a number of risks and uncertainties that could adversely affect our business, financial condition, results of operations, cash flows, capital position, liquidity, and prospects. These risks include, but are not limited to, the following:

Strategic and Merger-Related Risks

•We may not realize all of the anticipated benefits of our recent Merger and integrating the two companies’ operations may be more difficult, costly, disruptive, or time‑consuming than expected.

•Competition in the financial services industry may adversely affect our future earnings and growth.

•Our strategic initiatives, including growth, efficiency, technology, and expansion initiatives (including new lines of business, products and services) may not be successful and could increase expenses, divert management attention, or fail to achieve expected returns.

•We may pursue bank and non‑bank acquisitions, which could involve significant integration, execution, regulatory, and financial risks.

•The financial services market continues to undergo rapid technological changes, and if we are unable to stay current with those changes, we will not be able to compete effectively.

•Our ability to maintain our brand reputation is critical to the success of our business, and the failure to do so may materially adversely affect our performance.

Operational, Technology, and Cybersecurity Risks

•Failure to attract and retain employees, including as a result of the Merger, may adversely impact our ability to successfully execute our growth and efficiency strategies.

•We may not be able to successfully implement current or future information technology system enhancements and operational initiatives, which could adversely affect our business operations and profitability.

•We rely extensively on information technology systems, as well as other companies to provide key components of our business infrastructure, to operate our business, and an interruption in the Company's information systems or a breach of or compromise in security of the Company's information systems may disrupt our business operations, result in reputational harm, and have an adverse effect on our operations.

•We face significant cyber and data security risk that could result in the disclosure of confidential information, adversely affect our business or reputation, and expose us to significant liabilities.

•The increasing use of artificial intelligence and complex models introduces operational, legal, regulatory, reputational, and data integrity risks, including risks related to accuracy, bias, explainability, and compliance.

•Fraud remains an elevated risk, and increased fraud activity affecting our clients or systems could result in financial losses, reputational damage, and regulatory scrutiny.

•If our enterprise risk management framework is not effective at mitigating risk and loss to us, we could suffer unexpected losses, and our results of operations could be materially adversely affected.

•The fair values of our investments in private companies and venture capital funds are likely to fluctuate and the value that we ultimately realize on those investments may vary materially.

•As an issuer of credit and debit cards, we are exposed to losses in the event that holders of our cards experience fraud on their card accounts.

•Our independent sales organization relationships are complex and may expose us to losses.

•The costs and effects of litigation, investigations, or similar matters involving us or other financial institutions or counterparties, or related adverse facts and developments, could materially affect our business, operating results, and financial condition.

•Failure to attract and retain senior management, key employees, and experienced bankers, particularly following the Merger, could impair growth, customer relationships, and execution of our strategies.

Credit and Liquidity Risk

•Changes in interest rates may adversely affect our net interest income, net interest margin, accumulated other comprehensive income (AOCI), tangible book value, and overall financial performance.

•Changes in the cost and availability of funding, including deposit competition and capital market disruption, could impair our liquidity, increase funding costs, and adversely affect our capital resources.

•If Pinnacle Bank loses or is unable to grow and retain its deposits, it may be subject to liquidity risk and higher funding costs.

•Our concentration of credit exposure to borrowers in certain industries and our strategy to target small to medium-sized businesses may carry increased levels of credit risk.

•Our allowance for credit losses may not cover actual losses, and we may be required to materially increase our allowance, which may adversely affect our capital, financial condition, and results of operations.

•Changes in our asset quality could adversely affect our results of operations and financial condition.

•We could realize losses if we decide to sell non-performing assets and the proceeds we receive are lower than the carrying value of such assets.

•We may not be able to generate sufficient cash to service all of our debt and repay maturing debt obligations.

•We may be unable to pay dividends on our common stock and preferred stock.

Risks Related to BHG

•BHG’s results of operations represent a meaningful portion of our non‑interest income, and adverse events affecting BHG’s business, financial condition, regulatory environment, or ability to sell or retain loans could materially adversely affect our results.

•Changes in BHG’s funding model, credit performance, regulatory oversight, auction platform activity, or growth strategy could reduce its profitability and increase volatility in our earnings.

•Increased regulatory scrutiny of BHG, including due to our ownership interest, could raise compliance costs or limit its operations.

Compliance and Regulatory Risk

•The fiscal and monetary policies of the federal government and its agencies could have a material adverse effect on our earnings.

•The banking industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory changes, may have a significant adverse effect on our business, financial condition, or results of operations.

•We may become subject to supervisory actions and enhanced regulation that could have a material adverse effect on our business, reputation, operating flexibility, financial condition, and the value of our common stock and preferred stock.

•We may be required to conserve capital or undertake additional strategic initiatives to improve our capital position due to changes in economic conditions or changes in regulatory capital rules.

Market and Other General Risk

•Unstable economic conditions may have serious adverse consequences on our business, financial condition, and operations.

•Inflationary pressures and rising prices could negatively impact our business, our profitability, and our stock price.

•Negative developments affecting the banking industry, and resulting media coverage, have eroded client confidence in the banking system.

•There may be risks resulting from the extensive use of models in our business.

•Corporate responsibility risks could adversely affect our reputation and shareholder, employee, client, and third-party relationships and may negatively affect our stock price.

•Climate change and volatility could adversely affect our business and client activity levels and could damage our reputation.

•Our concentrated operations in the Southeastern U.S. make us vulnerable to local economic conditions, local weather catastrophes, public health issues, and other external events, which could adversely affect our results of operations and financial condition.

Strategic Risk

We may not realize all of the anticipated benefits of the Merger, and integrating the two companies may be more difficult, costly, or time-consuming than expected.

The anticipated benefits of the Merger, including expected cost savings, operating synergies, enhanced growth opportunities, and earnings accretion, are subject to significant risks and uncertainties. Our ability to realize these benefits will depend largely on how effectively we integrate the two companies. Integration is a complex, costly, and time‑consuming process that will require substantial management attention and resources. If we do not successfully integrate the two organizations, the expected benefits of the Merger may not be realized in full, may take longer than anticipated to realize, or may not be realized at all.

The integration process may disrupt ongoing operations, divert management and employee focus, and adversely affect our ability to maintain relationships with clients, depositors, business partners, and key employees. See "Part II - Item 1A - Risk Factors - Operational Risk - Failure to attract and retain employees, including as a result of the Merger, may adversely impact our ability to successfully execute our growth and efficiency strategies" in this Report for further information. In addition, differences in corporate cultures, business practices, internal controls, policies, systems, and operational approaches could create inefficiencies or inconsistencies that impair our ability to operate effectively as a combined company. The continued integration of technology platforms, data systems, and cybersecurity and information‑security controls in particular presents operational risks that could result in service disruptions, data integrity issues, or increased remediation costs if not executed effectively.

We may also encounter material unanticipated challenges, expenses, or liabilities in the integration, including:

•Difficulties achieving expected cost savings, synergies, revenue opportunities, and growth prospects;

•Challenges integrating operations, systems, processes, or management practices;

ENHANCED PRUDENTIAL STANDARDS

Following the Merger, we are deemed to be a “Category IV” institution for purposes of the Federal Reserve’s implementation of the enhanced prudential standards (“EPS”) mandated by Section 165 of the Dodd‑Frank Act. The Federal Reserve may impose more stringent requirements (e.g. frequency of supervisory stress tests or capital plan submissions) based on a company’s financial condition, size, complexity, risk profile, scope of operations or activities, or risks to the U.S. economy.

We provide a summary of the EPS requirements applicable to us below.

Capital Planning

Following a transition period, we will be required to develop, maintain, and submit to the Federal Reserve on an annual basis a written capital plan supported by a robust internal capital adequacy process. The capital plan must include, among other things, an assessment of the expected uses and sources of capital over a nine-quarter planning horizon, a description of all planned capital actions over the planning horizon, a detailed description of our process for assessing capital adequacy, a discussion of any expected changes to our business plan that are likely to have a material impact on its capital adequacy or liquidity, and our capital policy. The supervisory review of the plan includes an assessment of many factors, including our ability to maintain capital above each minimum regulatory capital ratio on a pro forma basis under expected and stressful conditions throughout the planning horizon.

In addition, the Federal Reserve’s capital plan rule provides that a BHC must receive prior approval for any dividend, stock repurchase, or other capital distribution if the BHC is required to resubmit its capital plan, subject to an exception for distributions on newly issued capital instruments. Among other circumstances, a BHC may be required to resubmit its capital plan in connection with certain acquisitions or dispositions.

Our first capital plan submission will be required in April 2027.

Stress Testing

Following a transition period, the Federal Reserve will conduct a supervisory stress test on a biennial basis in even-numbered years, pursuant to which the Federal Reserve projects revenues, expenses, losses, and resulting post-stress capital levels and regulatory capital ratios under conditions that affect the U.S. economy under supervisory baseline and severely adverse scenarios that are determined by the Federal Reserve. As a Category IV institution, the Federal Reserve expects us to have and maintain regulatory capital in an amount that is sufficient to withstand a severely adverse operating environment and, at the same time, be able to continue operations, maintain ready access to funding, meet obligations to creditors and counterparties, and provide credit intermediation. A summary of results of the Federal Reserve’s analysis under the severely adverse stress scenario is publicly disclosed by June 30 each year the stress test is conducted.

Our first supervisory stress test will be required in the 2028 cycle.

Stress Capital Buffer

The stress capital buffer (“SCB”) is based on stressed losses in the supervisory stress test, plus four quarters of planned common stock dividends, subject to a floor of 2.5% of RWAs, and consisting solely of CET1 capital. Failure to satisfy the buffer requirement results in graduated constraints on capital distributions, including dividends and share repurchases, and discretionary executive compensation. For Category IV firms, the portion of the SCB based on the Federal Reserve’s supervisory stress tests will be calculated biennially, in even-numbered years. During a year in which a Category IV firm does not undergo a supervisory stress test, the firm will receive an updated SCB that reflects the firm’s updated planned common stock dividends. A Category IV firm is also able to elect to participate in the supervisory stress test in a year in which the firm would not normally be subject to the supervisory stress test and consequently receive an updated SCB. The Federal Reserve may impose more stringent requirements (e.g., frequency of supervisory stress tests or capital plan submissions) based on various factors.

A firm’s stress capital buffer requirement will become effective on October 1 of each year and will remain in effect until September 30 of the following year unless the firm receives an updated stress capital buffer requirement from the Federal Reserve. If a rule change proposed by the Federal Reserve on April 17, 2025 is adopted, a firm’s stress capital buffer requirement will become effective on January 1 rather than October 1 in order to give firms more time to adjust to updated capital requirements. The adjusted stress capital buffer requirement would then remain in effect until the following December 31 unless the firm receives an updated stress capital buffer requirement from the Federal Reserve.

On October 24, 2025, the Federal Reserve proposed revisions to its supervisory stress testing framework through two related proposals designed to enhance the transparency and public accountability of its stress testing. The Company will continue to evaluate these proposals, as well as any potential future changes to the proposals, and the potential impacts on our Company.

Liquidity Standards

The largest U.S. banking organizations are subject to a liquidity coverage ratio (“LCR”), calculated as the ratio of a banking organization’s high-quality liquid assets to its total net cash outflows over 30 consecutive calendar days, and a net stable funding ratio (“NSFR”), calculated as the ratio of the amount of stable funding available to a banking organization to its required amount of stable funding over a one-year time horizon. The Company and the Bank are not subject to an LCR requirement or an NSFR requirement under these rules because they have average weighted short-term wholesale funding of less than $50 billion.

However, as a Category IV firm, the Company is subject to requirements involving cash flow projections over short-term and long-term time horizons, a contingency funding plan, liquidity risk limits, the monitoring of liquidity risks (with respect to collateral, legal entities, currencies, business lines, and intraday exposures), quarterly liquidity stress testing, liquidity risk management requirements, monthly liquidity reporting requirements, and a liquidity buffer that is sufficient to meet projected net stressed cash-flow needs over a 30-day planning horizon.

RESOLUTION PLANNING

Category IV firms are not required to submit 165(d) resolution plans. However, the FDIC separately requires institutions with $100 billion or more in total assets, such as the Bank, to submit to the FDIC plans for resolution in the event of the bank’s failure every three years with limited supplements filed in the off years. The requirements increase the engagement between the FDIC and covered institutions on resolution matters, give the FDIC the authority to periodically test key capabilities and processes needed in a resolution, and introduce a new credibility standard to evaluate the full resolution plan submissions. If the FDIC finds an institution's resolution plan not to be credible, it could subject the institutions to an enforcement action.

On December 31, 2025, the FDIC announced that it will propose changes in 2026 to the resolution plan rule to incorporate guidance it issued in April 2025 and to make additional changes to consider lessons learned from its review of the 2025 resolution plan submissions. The FDIC indicated that it wants to focus on resolution plan content requirements that will facilitate the quick resolution of a failed institution.

Pinnacle Bank’s submission of an interim plan will be required by July 1, 2026.

Net income available to common shareholders for the first quarter of 2026 was $135 million, or $0.89 per diluted common share, compared to $136 million, or $1.77 per diluted common share, for the first quarter of 2025.

Net interest income for the three months ended March 31, 2026 was $933 million, up $567 million, or 155%, compared to the same period in 2025. Beyond the impact of the Merger, net interest income during the first quarter of 2026 was impacted by purchase accounting accretion and fixed-asset repricing. First quarter 2026 net interest margin was 3.53% compared to Legacy Pinnacle margin of 3.27% during the fourth quarter of 2025 reflecting the combining of the legacy balance sheets, purchase accounting marks on the Synovus balance sheet and fixed-asset repricing during the period.

Non-interest revenue for the first quarter of 2026 was $284 million, up $187 million, or 192%, compared to the same period in 2025. Nearly all non-interest revenue categories were impacted by the Merger. Outside of the impact of the Merger, the increase was largely attributable to increases in wealth management fees, loan sales and servicing fees and an increase of $10 million in the comparable period from our equity method investment in BHG.

•CET1 ratio of approximately 10.25% to 10.75%, with a focus on achieving the low end of the range in 2026