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Pinnacle Financial Partners

Logo: Pinnacle Financial Partners, Public domain, via Wikimedia Commons5

American bank

Pinnacle Financial Partners, Inc. is an American bank headquartered in Nashville, Tennessee operating in Tennessee, as well as in Kentucky, Maryland, Virginia, North Carolina, South Carolina, Georgia, Alabama, and Florida.3 Its shares trade on NYSE under the symbol PNFP.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

$641.9MNet income, fiscal 20256
2000Founded1

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  • TickerPNFP on NYSE1
  • Industryfinance1
  • HeadquartersNashville1
  • Websitewww.pnfp.com
  • Legal formProfit Corporation4
  • LEI54930098EZ8JMSAZGS244
  • StatusActive4
  • LEI statusIssued and current4
  • Registered addressC/O CT Corporation System, 30046 Lawrenceville, United States4
  • Registered withGeorgia Secretary of State Corporations Division, 251434424

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The Pinnacle headquarters in Nashville Yards
Photo: TennesseeEditor, CC BY-SA 4.0, via Wikimedia Commons10

Pinnacle Financial Partners, Inc. is an American bank headquartered in Nashville, Tennessee operating in Tennessee, as well as in Kentucky, Maryland, Virginia, North Carolina, South Carolina, Georgia, Alabama, and Florida.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

9.1%Return on equity6
$679.1MFree cash flow6

Financial statements

Net income11121314156$641.9M in 2025+79% since 2018
0$200.0M$400.0M$600.0M$800.0M2018: $359.4M$359.4M20182019: $400.9M$400.9M2019+12%2020: $312.3M$312.3M2020−22%2021: $527.3M$527.3M2021+69%2022: $560.7M$560.7M2022+6%2023: $562.2M$562.2M2023+0%2024: $475.1M$475.1M2024−15%2025: $641.9M$641.9M2025+35%

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2025-12-312024-12-312023-12-31
Loans, including fees$2.3B$2.2B$2.0B
Taxable$261.0M$220.7M$140.3M
Tax-exempt$107.5M$97.8M$97.6M
Federal funds sold and other$139.1M$158.6M$165.1M
Total interest income$2.8B$2.7B$2.4B
Deposits$1.1B$1.2B$983.1M
Securities sold under agreements to repurchase$5.2M$5.4M$3.7M
Federal Home Loan Bank advances and other borrowings$115.0M$123.7M$104.4M
Interest Expense, Operating$1.2B$1.3B$1.1B
Net interest income$1.5B$1.4B$1.3B
Provision for credit losses$107.2M$120.6M$93.6M
Net interest income after provision for credit losses$1.4B$1.2B$1.2B
Total noninterest income$506.6M$371.2M$433.3M
Salaries and employee benefits$721.4M$621.0M$531.8M
Equipment and occupancy$195.3M$166.0M$139.0M
Other real estate expense, net$687.0K$220.0K$315.0K
Marketing and other business development$37.4M$26.7M$23.9M
Postage and supplies$13.2M$12.0M$11.1M
Amortization of intangibles$5.6M$6.3M$7.1M
Merger-related expenses$21.7M$0$0
Other noninterest expense$172.5M$202.7M$174.5M
Total noninterest expense$1.2B$1.0B$887.8M
Income before income taxes$779.9M$581.2M$714.0M
Income tax expense$138.0M$106.2M$151.9M
Net income$641.9M$475.1M$562.2M
Preferred stock dividends-$15.2M-$15.2M-$15.2M
Net income available to common shareholders$626.7M$459.9M$547.0M
Basic net income per common share$8.15$6.01$7.20
Diluted net income per common share$8.07$5.96$7.14
Basic76.9M shares76.5M shares76.0M shares
Diluted77.7M shares77.1M shares76.6M shares

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Corporate structure

Pinnacle Financial Partners sits at the top of its group. 31 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Pinnacle Financial Partners

  • Pinnacle Financial Partners Atlanta, Georgia, United States
    • Pinnacle Bank Nashville, Tennessee, United States
    • Advocap Insurance Agency, Inc. Subsidiary · Tennessee, United States
    • Advocate Capital, Inc. Subsidiary · Tennessee, United States
    • Apex Captive Insurance Company Subsidiary · Tennessee, United States
    • BFNM Building, LLC Subsidiary · South Carolina, United States
    • BNC Capital Trust I Subsidiary · Delaware, United States
    • BNC Capital Trust II Subsidiary · Delaware, United States
    • BNC Capital Trust III Subsidiary · Delaware, United States
    • BNC Capital Trust IV Subsidiary · Delaware, United States
    • HPB Insurance Group, Inc. Subsidiary · North Carolina, United States
    • JB&B Capital, LLC Subsidiary · Tennessee, United States
    • Miller, Loughry & Beach Insurance Services, Inc. Subsidiary · Tennessee, United States
    • PFP Title Company Subsidiary · Tennessee, United States
    • Pinnacle Community Development SLP, Inc. Subsidiary · Tennessee, United States
    • Pinnacle Community Development, Inc. Subsidiary · Tennessee, United States
    • Pinnacle NC Investments, Inc. Subsidiary · North Carolina, United States
    • Pinnacle Wealth Advisors, Inc. Subsidiary · Tennessee, United States
    • PNB Holding Co. 1, Inc. Subsidiary · Tennessee, United States
    • PNFP Aviation, LLC Subsidiary · Tennessee, United States
    • PNFP Capital Markets, Inc. Subsidiary · Tennessee, United States
    • PNFP Holdings, Inc. Subsidiary · Nevada, United States
    • PNFP Properties, Inc. Subsidiary · Maryland, United States
    • PNFP Statutory Trust I Subsidiary · Connecticut, United States
    • PNFP Statutory Trust II Subsidiary · Delaware, United States
    • PNFP Statutory Trust III Subsidiary · Delaware, United States
    • and 5 more

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Pinnacle Financial Partners reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Construction in progress$57.3M15 Dec 31, 2024$13.2M15 Dec 31, 2023+334.3%
Property and equipment, before depreciation$481.6M15 Dec 31, 2024$399.0M15 Dec 31, 2023+20.7%
Accumulated depreciation$170.3M15 Dec 31, 2024$142.1M15 Dec 31, 2023+19.8%
Property and equipment, net$311.3M15 Dec 31, 2024$256.9M15 Dec 31, 2023+21.2%
Finance-lease assets$866.0K15 Dec 31, 2024$1.1M15 Dec 31, 2023−20.7%
Operating-lease assets (leased space)$291.5M15 Dec 31, 2024$296.3M15 Dec 31, 2023−1.6%

Investments

ItemLatestA year beforeChange
Debt securities available for sale$5.6B15 Dec 31, 2024$4.3B15 Dec 31, 2023+29.3%
Debt securities held to maturity$2.8B15 Dec 31, 2024$3.0B15 Dec 31, 2023−6.9%
Stakes in other companies (equity method)$436.7M15 Dec 31, 2024$445.2M15 Dec 31, 2023−1.9%
Loans, net of allowance$32.3B14 Dec 31, 2023$28.7B14 Dec 31, 2022+12.5%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.8B15 Dec 31, 2024$1.8B15 Dec 31, 2023+0.1%
Intangible assets, net (excluding goodwill)$21.4M15 Dec 31, 2024$27.5M15 Dec 31, 2023−22.0%
Finite-lived intangibles, gross$117.4M15 Dec 31, 2024$117.2M15 Dec 31, 2023+0.2%
Accumulated amortization$96.0M15 Dec 31, 2024$89.7M15 Dec 31, 2023+7.0%
Finite-lived intangibles, net$21.4M15 Dec 31, 2024$27.5M15 Dec 31, 2023−22.0%

Properties, in its own words

Currently, the Company's executive offices are located at 150 Third Ave South, Suite 900, Nashville, Tennessee but during the first quarter of 2025 the executive offices are expected to be relocated to 21 Platform Way South, Suite 2300, Nashville, Tennessee. At December 31, 2024, we conducted branch banking operations in 137 offices in nine states. These offices include both owned and leased facilities as follows:

State · Owned · Leased · Total

The rest of Item 2

Tennessee · 14 · 36 · 50

North Carolina · 11 · 30 · 41

South Carolina · 4 · 17 · 21

Virginia · 3 · 8 · 11

Georgia · — · 4 · 4

Alabama · — · 4 · 4

Kentucky · — · 2 · 2

Maryland · — · 2 · 2

Florida · — · 2 · 2

32 · 105 · 137

Item 2 of the 10-K filed Feb 25, 2025.19

The story

The company was founded on February 20, 2000, by twelve Nashville businessmen who wished to create a locally owned financial firm. In May 2002 the company went public on the NASDAQ with the symbol PNFP. Pinnacle gained naming rights for a new skyscraper in Downtown Nashville, The Pinnacle at Symphony Place, and the company leased 65,000 square feet (6,000 m2) in the building, moving in during 2010.

On January 22, 2017, Pinnacle announced it was acquiring BNC Bank of High Point, North Carolina, which had branches in North Carolina, South Carolina and Virginia. The deal, worth $1.9 billion and completed June 16, 2017, gave Pinnacle operations in four states.

Pinnacle Financial Partners currently (as of December 31, 2017) has approximately US$22.2 billion in assets and has 115 offices.

As of December 31, 2022, Pinnacle Financial Partners operated 114 offices, including 48 in Tennessee, 37 in North Carolina, 23 in South Carolina, 10 in Virginia, 3 in Georgia and 2 in Alabama.

On June 17, 2021, Pinnacle announced its headquarters would move to four floors of a 37-story tower in Nashville Yards, and that the bank's name would appear on top of the building.

On July 25, 2025, Pinnacle announced its intent to merge with Synovus in an $8.6 billion all-stock deal, thus creating the 28th largest lender in the US, with $116 billion in assets; the transaction was completed January 2, 2026, with the Synovus name to be used until 2027, when all branches will take the Pinnacle name.

From Wikipedia’s article on Pinnacle Financial Partners, shared under CC BY-SA 4.0.7

Leadership

Who has led Pinnacle Financial Partners, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. M. Terry Turner2006–2026
  2. Kevin S. Blair2026–now

Chair

  1. Richard D. Callicutt Ii.2017–now

President

  1. M. Terry Turner2006

Chief financial officer

  1. Harold R. Carpenter2006–2026
  2. Andrew J. Gregory Jr.2026–now

Chief operating officer

  1. Daniel Zachary Bishop2026–now
20052010201520202025
Board members and other officers (53)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Advocap Insurance Agency, Inc. Tennessee8
  • Advocate Capital, Inc. Tennessee8
  • Apex Captive Insurance Company Tennessee8
  • BFNM Building, LLC South Carolina8
  • BNC Capital Trust I Delaware8
  • BNC Capital Trust II Delaware8
  • BNC Capital Trust III Delaware8
  • BNC Capital Trust IV Delaware8
  • HPB Insurance Group, Inc. North Carolina8
  • JB&B Capital, LLC Tennessee8
  • Miller, Loughry & Beach Insurance Services, Inc. Tennessee8
  • PFP Title Company Tennessee8
  • PNB Holding Co. 1, Inc. Tennessee8
  • PNFP Aviation, LLC Tennessee8
  • PNFP Capital Markets, Inc. Tennessee8
  • PNFP Holdings, Inc. Nevada8
  • PNFP Properties, Inc. Maryland8
  • PNFP SPV I LLC Delaware9
  • PNFP Statutory Trust I Connecticut8
  • PNFP Statutory Trust II Delaware8
  • PNFP Statutory Trust III Delaware8
  • PNFP Statutory Trust IV Delaware8
  • Pinnacle Bank Tennessee8
  • Pinnacle Community Development SLP, Inc. Tennessee8
All 31 listed subsidiaries
  • Pinnacle Community Development, Inc. Tennessee8
  • Pinnacle NC Investments, Inc. North Carolina8
  • Pinnacle Wealth Advisors, Inc. Tennessee8
  • Southcoast Capital Trust III Delaware8
  • Valley Financial (VA) Statutory Trust I Connecticut8
  • Valley Financial (VA) Statutory Trust II Connecticut8
  • Valley Financial Statutory Trust III Delaware8

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 10, 20268-K Executive or director change76
  2. Jul 31, 20268-K Executive or director change; Bylaws or fiscal year changed77
  3. Jul 22, 20268-K Results of operations; Regulation FD disclosure78
  4. Jun 8, 20268-K Regulation FD disclosure79
  5. May 22, 20268-K Shareholder vote80
  6. May 19, 20268-K New debt or obligation81
  7. May 14, 20268-K Entered a material agreement82
  8. May 12, 20268-K Other events83
  9. Apr 22, 20268-K Results of operations; Regulation FD disclosure84
  10. Mar 2, 20268-K Other events85
  11. Jan 21, 20268-K Results of operations; Regulation FD disclosure86
  12. Jan 15, 20268-K Executive or director change87
  13. Jan 5, 2026New chief executive Kevin S. Blair becomes CEO20
  14. Mar 17, 2006New chief executive M. Terry Turner becomes CEO21
  15. Aug 18, 2000Went public Listed on NASDAQ1
  16. 2000Founded Founded1

Calendar

Coming up

  1. Oct 21, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $2.27 a share, on Oct 15, 2025.88

When it reported results

  1. Jul 22, 2026Reported quarterly or annual results78
  2. Apr 22, 2026Reported quarterly or annual results84
  3. Jan 21, 2026Reported quarterly or annual results86
  4. Oct 16, 2025Reported quarterly or annual results89
  5. Jul 16, 2025Reported quarterly or annual results90
  6. Apr 15, 2025Reported quarterly or annual results91
  7. Jan 21, 2025Reported quarterly or annual results92
  8. Oct 16, 2024Reported quarterly or annual results93

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

521 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 56 major events, 280 insider forms, 20 large holders, 145 other. The latest 20:

  1. Sep 11, 20264 EDGAR
  2. Sep 11, 20264 EDGAR
  3. Sep 10, 20268-K EDGAR
  4. Sep 2, 20264 EDGAR
  5. Aug 25, 2026N-PX EDGAR
  6. Aug 17, 2026144 EDGAR
  7. Aug 17, 20264 EDGAR
  8. Aug 14, 2026144 EDGAR
  9. Aug 14, 2026144 EDGAR
  10. Aug 14, 202613F-HR EDGAR
  11. Aug 13, 2026SCHEDULE 13G/A EDGAR
  12. Aug 10, 20264 EDGAR
  13. Aug 6, 2026SCHEDULE 13G/A EDGAR
  14. Aug 6, 2026144 EDGAR
  15. Aug 6, 2026SCHEDULE 13G EDGAR
  16. Aug 4, 202610-Q EDGAR
  17. Aug 3, 20264 EDGAR
  18. Jul 31, 20268-K EDGAR
  19. Jul 29, 2026SCHEDULE 13G/A EDGAR
  20. Jul 24, 20264 EDGAR

The 521 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

55 open-market trades by officers, directors and large owners since October 2021: 8 buys and 47 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 26, 2025MCCABE ROBERT A JRCHAIRMANSale6,775$93.00$630.1KForm 4
Oct 20, 2025THOMPSON G KENNEDYDirectorBuy5,000$87.63$438.1KForm 4
Aug 15, 2025BURNS GREGORY LDirectorBuy652$92.50$60.3KForm 4
Aug 7, 2025INGRAM DAVID BDirectorBuy22,000$90.09$2.0MForm 4
Aug 1, 2025THOMPSON G KENNEDYDirectorBuy10,000$85.65$856.5KForm 4
Aug 1, 2025Farnsworth Thomas C IIIDirectorBuy1,000$84.94$84.9KForm 4
Jul 31, 2025CARPENTER HAROLD REVP & CFOBuy1,000$89.73$89.7KForm 4
Jul 30, 2025BURNS GREGORY LDirectorBuy174$91.43$15.9KForm 4
May 7, 2025MCCABE ROBERT A JRCHAIRMANSale50,589$105.29$5.3MForm 4
Mar 14, 2025Glover Glenda BaskinDirectorSale3,000$101.55$304.6KForm 4
Mar 12, 2025TURNER M TERRYCEOSale2,000$100.63$201.3KForm 4
Mar 11, 2025Sumerlin Charissa DEVP and Chief Credit OfficerSale41$99.42$4.1KForm 4
Feb 26, 2025TURNER M TERRYCEOSale10,000$112.98$1.1MForm 4
Feb 25, 2025CALLICUTT RICHARD D IIChairman-Carolinas & VirginiaSale6,110$113.02$690.6KForm 4
Feb 24, 2025MCCABE ROBERT A JRCHAIRMANSale40,000$113.81$4.6MForm 4
Feb 6, 2025INGRAM DAVID BDirectorSale47,071$126.51$6.0MForm 4
Jan 31, 2025INGRAM DAVID BDirectorSale7,831$126.00$986.7KForm 4
Jan 30, 2025INGRAM DAVID BDirectorSale50,133$126.54$6.3MForm 4
Dec 9, 2024CARPENTER HAROLD REVP & CFOSale3,051$125.57$383.1KForm 4
Dec 9, 2024INGRAM DAVID BDirectorSale3,610$126.07$455.1KForm 4

All 55 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025M. Terry TurnerPresident and Chief Executive Officer$1.3M$6.6M102
2025Robert A. McCabe, Jr.Chairman of the Board and Chairman of Tennessee75$1.2M$6.3M102
2025Richard D. Callicutt, IIChairman of the Carolinas and Virginia$821.0K$6.0M102
2025Charissa D. SumerlinChief Credit Officer50$517.5K$2.5M102
2025Harold R. CarpenterChief Financial Officer$644.0K$2.3M102
2024M. Terry TurnerPresident and Chief Executive Officer70$1.2M$6.2M103
2024Robert A. McCabe, Jr.Chairman of the Board and Chairman of Tennessee74$1.2M$5.9M103
2024Richard D. Callicutt, IIChairman of the Carolinas and Virginia66$797.0K$2.8M103
2024Harold R. CarpenterChief Financial Officer65$625.0K$2.2M103
2024J. Harvey WhiteInterim Chief Credit Officer75$437.5K$1.4M103
2024Charissa D. SumerlinChief Credit Officer49$434.5K$640.9K103
2023M. Terry TurnerPresident and Chief Executive Officer70$1.2M$5.7M103
2023Robert A. McCabe, Jr.Chairman of the Board and Chairman of Tennessee74$1.2M$5.4M103
2023Richard D. Callicutt, IIChairman of the Carolinas and Virginia66$765.0K$2.8M103
2023Harold R. CarpenterChief Financial Officer65$600.0K$1.9M103
2023J. Harvey WhiteInterim Chief Credit Officer75$301.0K$464.4K103
2022M. Terry TurnerPresident and Chief Executive Officer70$1.2M$10.9M103
2022Robert A. McCabe, Jr.Chairman of the Board and Chairman of Tennessee74$1.1M$10.6M103
2022Richard D. Callicutt, IIChairman of the Carolinas and Virginia66$737.0K$6.3M103
2022Harold R. CarpenterChief Financial Officer65$578.0K$4.4M103

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.16,898,375$1.7B0.0%+454,797
Wellington Management Group Llp11,141,397$1.1B0.2%+2,016,827
Fmr LLC10,488,929$1.1B0.0%+3,290,031
Vanguard Portfolio Management LLC6,907,959$696.9M0.0%−88,617
Vanguard Capital Management LLC6,576,622$663.4M0.0%−191,192
State Street Corp6,183,914$623.8M0.0%+291,782
Invesco Ltd.5,607,819$565.7M0.0%+2,027,382
Dimensional Fund Advisors LP5,101,558$514.6M0.1%+66,263
Norges Bank3,434,982$346.5M0.0%New
Pinnacle Financial Partners, Inc.3,416,527$344.7M2.4%−80,203
Aqr Capital Management LLC3,423,222$343.8M0.1%−572,420
Geode Capital Management, LLC2,980,216$299.8M0.0%+187,047
Bank Of Montreal /can/1,818,045$183.4M0.1%+128,308
Charles Schwab Investment Management Inc1,655,077$167.0M0.0%+32,542
Morgan Stanley1,406,527$141.9M0.0%−220,953
Northern Trust Corp1,358,014$137.0M0.0%−62,616
Bank of New York Mellon Corp1,318,701$133.0M0.0%−71,121
Manufacturers Life Insurance Company, The1,165,975$117.6M0.1%−29,128
Impax Asset Management Group plc1,142,360$115.2M0.7%+727,922
Millennium Management LLC1,048,678$105.8M0.1%+250,330
Citadel Advisors LLC1,047,875$105.7M0.1%−2,215,310
Vanguard Fiduciary Trust Co948,691$95.7M0.0%+12,700
Goldman Sachs Group Inc834,942$84.2M0.0%+154,755
Fenimore Asset Management Inc834,382$84.2M1.7%+8,993
BloombergSen Inc.747,954$75.5M8.4%−26,484

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

1 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Dec 29, 2021Bill HagertyRepublican, SenatePartial sale$100,001 - $250,000+63.3%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Pinnacle Financial Partners is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPINNACLE FINANCIAL PARTNERS INC2
  • CIK0001115055
  • Employer ID (EIN)62-181285319
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company19
  • Incorporated inTennessee19
  • Fiscal year endsDecember 312
  • Industry code (SIC)6021 National Commercial Banks2
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance2
  • Business address21 Platform Way South, Nashville, TN 372032
  • Phone61574437002
  • Shares outstanding77,575,457 as of Oct 31, 2025104
  • Public float$6.1B as of Jun 30, 202419
  • AuditorCrowe LLP, Denver, Colorado PCAOB ID 173; it also attests to the company’s internal control over financial reporting19
  • On EDGAR sinceMay 30, 20002
  • Filings2,032 in all: 4 (1,138), 8-K (257), 425 (74), 13F-HR (72), 10-Q (66), SC 13G/A (47), 3 (30), DEF 14A (25)2
    All 61 form types

    4/A (24), 10-K (21), 144 (21), 11-K (19), DEFA14A (17), S-8 (16), S-8 POS (16), ARS (15), CORRESP (15), UPLOAD (15), SC 13G (14), EFFECT (13), 10QSB (10), S-4/A (9), 424B5 (8), 8-K/A (7), S-3 (7), 3/A (6), PRE 14A (6), S-4 (6), 424B3 (5), 10KSB (4), POS AM (4), S-3/A (4), S-3ASR (4), FWP (3), SB-2/A (3), 11-K/A (2), 25-NSE/A (2), 424B4 (2), REGDEX (2), SB-2 (2), 10-Q/A (1), 10KSB/A (1), 15-12G (1), 15-15D (1), 305B2 (1), 424B1 (1), 424B2 (1), 5 (1), 8-A12B (1), 8-A12G (1), 8-A12G/A (1), CERT (1), D (1), DEFM14A (1), N-PX (1), POS EX (1), POS462B (1), POSASR (1), SB-2MEF (1), SC 13D (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Feb 25, 2025
    Quarterly report (10-Q) Nov 4, 2025
    Proxy statement (DEF 14A) Mar 3, 2025
    Latest 8-K (8-K) Jan 2, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $1.00PNFPThe Nasdaq Stock Market LLC
Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B)PNFPPThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 25, 2025 (Section 12(b) of the Exchange Act).19

Risk factors and legal proceedings

The risks Pinnacle Financial Partners names in Item 1A of its 10-K filed Feb 25, 2025: 52 risks under these headings, as written.19

  • Interest Rate Risks
  • Credit and Lending Risks
  • Liquidity and Capital Risks
  • Operational and Market Risks
  • Risks Related to Acquisition Activity
  • Regulatory and Compliance Risks
  • Risks Related to Our Securities
  • Risks Related to Our Business
  • Our net interest margin, and consequently our net earnings, are significantly affected by interest rate levels.
  • The performance of our investment securities portfolio is subject to fluctuation due to changes in interest rates and market conditions, including credit deterioration of the issuers of individual securities.
  • We have a concentration of credit exposure to borrowers in certain industries, and we also target small to medium-sized businesses and make other loans that may carry increased levels of credit risk.
  • Our ability to grow our loan portfolio may be limited by, among other things, economic conditions, competition within our market areas, the timing of loan repayments, our ability to grow our core deposits, our ability to hire experienced bankers and seasonality.
The other 48 risks
  • If our Allowance for Credit Losses is not sufficient to cover losses inherent in our loan or securities portfolios, our results of operations and financial condition will be negatively impacted.
  • Our accounting estimates and risk management processes rely on analytical and forecasting models and tools.
  • Environmental liability associated with commercial lending could result in losses.
  • We depend on the accuracy and completeness of information about customers.
  • We may be subject to claims and litigation asserting lender liability.
  • Liquidity risk could impair our ability to fund our operations and jeopardize our financial condition.
  • Our ability to maintain required capital levels and adequate sources of funding and liquidity could be impacted by changes in the capital markets and deteriorating economic and market conditions.
  • Negative developments in the U.S. and local economies in our primary markets may adversely impact our results in the future.
  • Our operations are principally geographically concentrated in certain markets in the southeastern United States, and changes in local economic conditions could impact our profitability.
  • Our business may suffer if there are significant declines in the value of real estate.
  • BHG’s results of operations are a meaningful portion of our results of operations, and adverse events affecting BHG or BHG’s business that negatively affect its operations, financial results or financial condition, including its ability to generate and fund loans, including through the auction platform it has developed, could significantly impact our results.
  • 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.
  • A decline in our stock price or expected future cash flows, or a material adverse change in our results of operations or prospects,
  • could result in impairment of our goodwill.
  • Our selection of accounting policies and methods may affect our reported financial results.
  • We currently invest in bank owned life insurance (“BOLI”) and may continue to do so in the future.
  • An ineffective risk management framework could have a material adverse effect on our strategic planning and our ability to mitigate risks and/or losses and could have adverse regulatory consequences.
  • We are dependent on our information technology and telecommunications systems and third-party servicers, and systems failures, interruptions or breaches of security could have a material adverse effect on our financial condition and results of operations, as well as cause legal or reputational harm.
  • Our business reputation and relationships are important and any damage to them could have a material adverse effect on our business.
  • We face substantial competition and are subject to certain regulatory constraints not applicable to some of our competitors, which may negatively impact our growth or profits.
  • Our operations, businesses and customers could be materially adversely affected by the impacts related to a changing climate.
  • The implementation of other new lines of business or new products and services may subject us to additional risk.
  • Inability to retain senior management and key employees or to attract new experienced financial services professionals could impair our relationship with our customers, reduce growth and adversely affect our business.
  • We are subject to regulatory oversight and certain litigation, and our expenses related to this regulatory oversight and litigation may adversely affect our results.
  • Our business is dependent on technology, and an inability to invest in technological improvements may adversely affect our results of operations and financial condition.
  • The soundness of other financial institutions, including those with whom we have engaged in transactions, could adversely affect us.
  • We may be subject to claims and litigation pertaining to fiduciary responsibility.
  • Natural disasters and the affects of a changing climate may adversely affect us and our customers.
  • If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential holders of our securities could lose confidence in our financial reporting, which would harm our business and the trading price of our securities.
  • Changes in accounting standards may change the way we calculate our Allowance for Credit Losses.
  • Our acquisitions and future expansion may result in additional risks.
  • We may face risks with respect to future acquisitions.
  • We operate in a highly regulated industry and changes in the regulatory landscape, including as a result of changes in Presidential administrations, may increase our operating costs or restrict our activities.
  • We must maintain adequate regulatory capital to support our business objectives.
  • Pinnacle Financial is required to act as a source of financial and managerial strength for Pinnacle Bank in times of stress.
  • Non-compliance with the USA PATRIOT Act, the Bank Secrecy Act or other laws and regulations related to money laundering and terrorist activity, like those issued by OFAC, could result in fines or sanctions against us or restrict our ability to make acquisitions.
  • Risks Relating to Our Securities
  • The price of our capital stock may be volatile or may decline.
  • Our ability to declare and pay dividends is limited.
  • We may issue additional common stock or other equity securities in the future which could dilute the ownership interest of existing shareholders.
  • The Series B Preferred Stock, like our common stock, constitutes an equity security and ranks junior to all of our indebtedness and will rank junior to our and our subsidiaries’ future indebtedness.
  • The Series B Preferred Stock and the depositary shares representing the Series B Preferred Stock, like our common stock, effectively rank junior to any existing and all future liabilities of our subsidiaries.
  • Dividends on the Series B Preferred Stock are non-cumulative and discretionary. If we do not declare dividends on the Series B Preferred Stock, holders of the depositary shares will not be entitled to receive related distributions on their depositary shares.
  • The holders of the Series B Preferred Stock, and therefore the holders of the depositary shares representing the Series B Preferred Stock, have limited voting rights.
  • Holders of Pinnacle Financial’s junior subordinated debentures have rights that are senior to those of Pinnacle Financial’s shareholders.
  • Pinnacle Financial and Pinnacle Bank have in the past issued subordinated indebtedness the holders of which have rights that are senior to those of Pinnacle Financial’s shareholders.
  • We and/or the holders of certain types of our securities could be adversely affected by unfavorable ratings from rating agencies.
  • Even though our common stock and the depositary shares underlying our Series B Preferred Stock are currently traded on the Nasdaq Stock Market’s Global Select Market, these shares, particularly the depositary shares, have less liquidity than many other stocks quoted on a national securities exchange.
  • Our corporate organizational documents and the provisions of Tennessee law to which we are subject contain certain provisions that could have an anti-takeover effect and may delay, make more difficult or prevent an attempted acquisition of Pinnacle Financial that you may favor.

Legal proceedings

Various legal proceedings to which Pinnacle Financial or a subsidiary of Pinnacle Financial is party arise from time to time in the normal course of business. Management does not expect the ultimate disposition of these proceedings to have a material adverse effect on Pinnacle Financial's business, financial condition or results of operations.

The opening of Item 3, Legal Proceedings.19

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