Pinnacle Financial Partners, Inc.
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ITEM 1. BUSINESS
OVERVIEW
Pinnacle Financial Partners is a financial holding company headquartered in Nashville, Tennessee, with approximately $57.7 billion in total assets as of December 31, 2025. At December 31, 2025, the holding company was the parent company of Pinnacle Bank, a Tennessee state-chartered bank, and owned 100% of the capital stock of Pinnacle Bank. The firm started operations on October 27, 2000, in Nashville, Tennessee, and, as of December 31, 2025, had grown through a combination of acquisitions and organic growth to 141 offices from which it conduct branch banking operations, including 50 in Tennessee, 42 in North Carolina, 21 in South Carolina, 10 in Virginia, five in Georgia, six in Alabama, three in Kentucky, two in Maryland and two in Florida.
On July 24, 2025, we entered into the Merger Agreement. Pursuant to the Merger Agreement, (i) we and Synovus each simultaneously merged with and into New Pinnacle (such mergers, collectively, the “Merger”), with New Pinnacle continuing as the surviving corporation in the Merger headquartered in Atlanta, Georgia and named Pinnacle Financial Partners, Inc., (ii) immediately following the effective time of the Merger (the “Effective Time”), Pinnacle Bank became a member bank of the Federal Reserve System (the “FRS Membership”), and (iii) immediately following the effectiveness of the FRS Membership, Synovus Bank, a Georgia-chartered bank and wholly-owned subsidiary of Synovus (“Synovus Bank”), merged with and into Pinnacle Bank (the “Bank Merger”, and the effective time of the Bank Merger, the “Bank Merger Effective Time”), with Pinnacle Bank continuing as the surviving entity in the Bank Merger and as a wholly-owned subsidiary of New Pinnacle. Pinnacle Bank continues to operate under the name “Pinnacle Bank” and remains headquartered in Nashville, Tennessee.
In connection with the Merger, (i) each share of common stock of Synovus, par value $1.00 per share (“Synovus Common Stock”), issued and outstanding immediately prior to the Effective Time (other than certain excluded shares that will be cancelled and retired in connection with the Merger) was converted into the right to receive 0.5237 shares (the “Synovus Exchange Ratio”) of common stock of New Pinnacle, par value $1.00 per share (“New Pinnacle Common Stock”), (ii) each share of our common stock, par value $1.00 per share (“Legacy Pinnacle Common Stock”), issued and outstanding immediately prior to the Effective Time (other than certain excluded shares that will be cancelled and retired in connection with the Merger) was converted into the right to receive one share of New Pinnacle Common Stock and (iii) each holder of Synovus Common Stock who otherwise would have been entitled to receive a fractional share of New Pinnacle Common Stock will receive cash (without interest) in lieu of such fractional share in accordance with the Merger Agreement.
In connection with the Merger, (i) each share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, no par value, of Synovus (the “Synovus Series D Preferred Stock”) issued and outstanding immediately prior to the Effective Time 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 New Pinnacle (the “New Pinnacle Series A Preferred Stock”), (ii) each share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, no par value, of Synovus (the “Synovus Series E Preferred Stock”) issued and outstanding immediately prior to the Effective Time was converted into the right to receive one share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, no par value, of New Pinnacle (the “New Pinnacle Series B Preferred Stock”), (iii) each share of our 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, (the “Legacy Pinnacle Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time was converted into the right to receive one share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C, of New Pinnacle (the “New Pinnacle Series C Preferred Stock”), and (iv) each depositary share representing a 1/40th interest in a share of Legacy Pinnacle Series B Preferred Stock (the “Legacy Pinnacle Series B Depositary Shares”) issued and outstanding immediately prior to the Effective Time was converted into the right to receive one depositary share representing a 1/40th interest in a share of New Pinnacle Series C Preferred Stock (the “New Pinnacle Series C Depositary Shares”).
On January 1, 2026, the Merger was consummated in accordance with the Merger Agreement. In connection with the consummation of the Merger, New Pinnacle changed its name from “Steel Newco Inc.” to “Pinnacle Financial Partners, Inc.”
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After completion of the Merger, Synovus Common Stock and Synovus Preferred Stock were delisted from the New York Stock Exchange (“NYSE”) and our Common Stock and our Depositary Shares were delisted from the Nasdaq Stock Market (“NASDAQ”). The securities of both Synovus and Pinnacle will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will cease to be publicly traded on the NYSE and Nasdaq, respectively.
In connection with the closing of the Merger on January 2, 2026, Pinnacle Financial filed an application on Form 25 with the SEC to remove the Legacy Pinnacle Common Stock and the Legacy Pinnacle Series B Depositary Shares from listing on the Nasdaq Stock Market and from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On January 12, 2026, Pinnacle Financial filed a certificate on Form 15 requesting that its reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated. New Pinnacle Common Stock, New Pinnacle Series A Preferred Stock, New Pinnacle Series B Preferred Stock, and New Pinnacle Series C Depositary Shares began trading on the New York Stock Exchange on January 2, 2026.
Pinnacle Financial provides a full range of banking, investment, trust, mortgage and insurance products and services designed for businesses and their owners and individuals interested in a comprehensive relationship with their financial institution. The firm is the No. 1 bank in the Nashville-Murfreesboro-Franklin MSA according to June 30, 2025 deposit data from the Federal Deposit Insurance Corporation (FDIC). Pinnacle is an employer of choice for financial services professionals. The firm was No. 9 in FORTUNE magazine’s 2025 list of 100 Best Companies to Work For® in the U.S., its ninth consecutive appearance. Pinnacle was also recognized by American Banker as No. 4 among America’s Best Banks to Work For in 2025, its 13th consecutive year on the list, and No. 1 among banks with more than $10 billion in assets.
Pinnacle Bank owns a 49 percent interest in Bankers Healthcare Group ("BHG"), which provides innovative, hassle-free financial solutions to healthcare practitioners and other professionals, among other borrowers.
Pinnacle Financial aims to operate as a community bank in several primarily urban markets across the Southeast region of the United States. With this focus, Pinnacle Bank provides the personalized service most often associated with smaller banks while offering many of the sophisticated products and services, such as investments and treasury management, more typically found at much larger banks. This approach has enabled Pinnacle Bank to attract clients from the other regional and national banks in all its markets.
PRODUCTS AND SERVICES
Lending Services
We offer a full range of lending products, including commercial, real estate and consumer loans to individuals, businesses and professional entities. We compete for these loans with competitors who are also well established in our geographic markets as well as other non-depository institution lenders that are subject to less regulation than we are.
Pinnacle Bank's loan approval policies provide for various levels of officer lending authority. When the total amount of loans to a single borrower exceeds an individual officer's lending authority, officers with higher lending authority determine whether to approve any new loan requests or renewals of existing loans. Loans to directors and executive officers subject to Regulation O of the FDIC's rules and regulations require approval of the board of directors, and, certain extensions of credit, including loans above certain amounts require approval of a committee of the board.
Pinnacle Bank's lending activities are subject to a variety of lending limits imposed by federal and state law. Differing limits apply based on the type of loan or the nature of the borrower, including the borrower's relationship to Pinnacle Bank. In general, however, at December 31, 2025, we were able to loan any one borrower a maximum amount equal to approximately $776.0 million, for loans that meet certain additional collateral guidelines. These legal limits will increase or decrease as Pinnacle Bank's capital increases or decreases as a result of its earnings or losses, the injection of additional capital, payments of dividends, acquisitions, combinations like the Merger, or for other reasons. At December 31, 2025, Pinnacle Bank has internal loan limits ranging from $15 million to $100 million, dependent upon the internal risk rating of a loan, all of which limits were well below the legal lending limit of the bank at that date.
The principal economic risk associated with each category of loans that Pinnacle Bank has made or may in the future make is the creditworthiness of the borrower. General economic factors affecting a commercial or consumer borrower's ability to repay include various macroeconomic factors such as prevailing interest rates, inflation and unemployment rates, as well as other factors affecting a borrower's assets, clients, business, suppliers and employees. Many of Pinnacle Bank's commercial loans are made to small- to medium-sized businesses that are sometimes less able to withstand competitive, economic and financial pressures than larger borrowers. During periods of economic weakness or uncertainty or periods of increased inflation, like we have recently experienced, these businesses may be more rapidly and more adversely affected than other enterprises and may cause increased levels of nonaccrual or other problem loans, loan charge-offs and higher provision for credit losses.
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Pinnacle Bank's commercial clients borrow for a variety of purposes. The terms of these loans (which include, among others, equipment loans and working capital loans) will vary by purpose and by type of underlying collateral, if any. Commercial loans may be unsecured or secured by accounts receivable or by other business assets. Pinnacle Bank also makes a variety of commercial real estate loans, including loans secured by investment properties and business loans secured by real estate.
Pinnacle Bank also makes a variety of loans secured and unsecured to individuals for personal, family, investment and household purposes, including installment and term loans, lines of credit, residential first mortgage loans, home equity loans and home equity lines of credit. We also offer credit cards directly to consumers and businesses.
Through our subsidiary Advocate Capital, we make loans to law firms to finance case expenses and the firms' working capital needs. These loans are typically secured by the borrower's receivables and in certain circumstances include guaranties by individual partners of the firm.
Through our subsidiary JB&B Capital ("JB&B"), we originate commercial equipment loans and leases, which we also originate through Pinnacle Bank.
Additionally, during 2022, we added two specialty lending groups: franchise lending and equipment lease financing.
Deposit Services
Pinnacle Bank seeks to establish a broad base of core deposits, including savings, noninterest-bearing checking, interest-bearing checking, money market and certificate of deposit accounts, including access to products offered through IntraFi Network Deposit and other niche-based deposit programs. Pinnacle Bank is focused on attracting operating accounts and other core deposits and lowering its cost of funds. Rates paid on such deposits vary across geographic markets and deposit categories due to different market competition, products and services, deposit size and other services rendered. Pinnacle Bank acts as a depository for many state and local governments, government agencies, education systems and power and utility organizations. Such public fund deposits are often subject to competitive bid and in many cases must be secured by pledging a portion of our investment securities, letter of credit or by placing funds in a reciprocal deposit network such as IntraFi Network Deposit.
To attract deposits, Pinnacle Bank employs a reputation management plan within its geographic markets based on relationship banking. These plans feature broad product lines, competitive pricing, and services it believes will support clients' growth. The primary sources of deposits are businesses, their owners and employees along with individuals interested in a comprehensive banking relationship in Pinnacle’s geographic markets. Pinnacle Bank traditionally obtains deposits through personal solicitation by its financial advisors and leadership team. However, its use of advertising has increased in recent years, primarily due to its partnerships with the Tennessee Titans NFL football team, The Pinnacle at Nashville Yards music venue and the Memphis Grizzlies NBA basketball team.
Additionally, Pinnacle Bank offers its targeted small business and commercial clients a comprehensive array of treasury management and remote deposit services, which allow electronic deposits to be made from the client's place of business. Our treasury management services include, among other products, online wire origination, enhanced ACH origination services, positive pay, zero balance and sweep accounts, automated bill pay services, electronic receivables processing, lockbox processing, merchant card acceptance services, small business and commercial credit cards corporate purchasing cards and virtual accounting/deposit escrow solutions.
Investment, Trust and Insurance Services
Pinnacle Bank contracts with Raymond James Financial Services, Inc. ("RJFS"), a registered broker-dealer and investment adviser, to offer and sell various securities and other financial products to the public through team members who are employed by both Pinnacle Bank and RJFS. RJFS is a subsidiary of Raymond James Financial, Inc.
During 2025, Pinnacle Bank offered, through RJFS, non-FDIC insured investment products to help clients achieve their financial objectives within their risk tolerances. The brokerage and investment advisory program offered by RJFS complements Pinnacle Bank's general banking business and further supports its business philosophy and strategy of delivering to our clients a comprehensive array of products and services that meet their financial needs. Pursuant to its contract, RJFS is primarily responsible for the compliance monitoring of dual employees of RJFS and Pinnacle Bank. Additionally, Pinnacle Bank has developed its own compliance-monitoring program in an effort to further ensure that team members deliver these products in a manner consistent with the various regulations governing such activities. Pinnacle Bank receives a percentage of commission credits and fees generated by the program. Pinnacle Bank remains responsible for various expenses associated with the program, including furnishings, equipment and promotional expenses and general personnel costs, including commissions paid to licensed advisors.
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Pinnacle Bank also provides fiduciary and investment services through its Trust & Investment Services department. Services offered for individual and commercial clients include an array of accounts including personal trust, investment management, estate administration, endowments, foundations, individual retirement accounts, escrow services and custody. Additionally, Trust & Investment Services provides investment services for qualified plans, primarily through its Retirement Plan Services division.
Additionally, Miller Loughry Beach Insurance Services, Inc. and HPB Insurance Group, Inc., which are insurance agency subsidiaries of Pinnacle Bank, provide insurance products, particularly in the property and casualty area, to their respective clients. Advocap Insurance Agency, Inc., an insurance agency subsidiary of Advocate Capital, sells insurance products, including professional liability, cyber protection, directors and officers, errors and omissions and life insurance, to its clients consisting mainly of law firms and partners within those firms.
M&A Advisory and Securities Offering Services
PNFP Capital Markets, Inc., a subsidiary of Pinnacle Bank, is a broker-dealer. This team offers corporate clients merger and acquisition advisory services, public and private debt, equity and mezzanine placement services and other selected middle-market advisory services. Beginning in 2024, PNFP Capital Markets, Inc. expanded its activities to include participating in underwritten public offerings of debt and equity securities.
Other Banking Services
Given client demand to access banking and investment services easily, Pinnacle Bank also offers a broad array of convenience-centered products and services, including 24-hour telephone and online banking, mobile banking, debit and credit cards, direct deposit, remote deposit capture and mobile deposit options. Additionally, Pinnacle Bank is associated with a nationwide network of automated teller machines of other financial institutions that clients are able to use throughout our footprint. In many cases, Pinnacle Bank reimburses its clients for any fees that may be charged for using the nationwide ATM network, providing greater convenience as compared to regional competitors.
Competitive Conditions
We face substantial competition in all areas of our operations from a variety of different competitors, many of whom are larger and have more financial resources than we do. Such competitors primarily include national, large regional and internet banks within the various markets in which we operate, though we also compete with smaller community banks that seek to offer service levels similar to ours. We also face competition from many other types of institutions, including, without limitation, savings and loans associations, credit unions, finance companies, brokerage firms, insurance companies and other financial intermediaries. Lending by debt-focused private equity firms has continued to increase, with increasing amounts of capital being invested in such funds.
The financial services industry is becoming even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms, and insurance companies can operate as affiliates under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Also, technology has lowered barriers to entry and made it possible for nonbanks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of our nonbank competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may be able to develop and offer a broader range of products and services as well as better pricing for those products and services. Finally, our competitors may choose to offer lower interest rates and pay higher deposit rates than we do. The actions of these competitors in these regards could cause us to lose customers or elements of the total business relationship we have with a client which could negatively impact our business.
We believe that the most important criteria to our bank's targeted clients when selecting a bank is their desire to receive exceptional and personal service from financial professionals they know and trust. Equally important is being able to enjoy convenient access to a broad array of financial products offered by a financial institution with an ability to meet the changing needs of a sophisticated client base. Additionally, when presented with a choice, we believe that many of our bank's targeted clients would prefer to deal with an institution that favors local decision making as opposed to one where many important decisions regarding a client's financial affairs are made outside of the local community.
Employees and Human Capital
From our founding, we have focused on building an excellent work environment, because we believe excited team members lead to engaged clients which contributes to enriched shareholders. Our hiring philosophy has always been to create the best place to work in our markets. That started with our initial offices in our hometown of Nashville. From there we have branched out across our home state of Tennessee and into some of the best markets in the Southeast. Our hiring philosophy is simple: We aim to hire successful,
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Financial statements
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ITEM 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
In this Report, the words “Pinnacle,” “the Company,” “we,” “us,” and “our” refer to Pinnacle Financial Partners, Inc. together with Pinnacle Bank and Pinnacle's other wholly-owned subsidiaries, except where the context requires otherwise.
FORWARD-LOOKING STATEMENTS
Certain statements made or incorporated by reference in this Report which are not statements of historical fact, including those under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Report, constitute forward-looking statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include statements with respect to Pinnacle's beliefs, plans, objectives, goals, targets, expectations, anticipations, assumptions, estimates, intentions and future performance and involve known and unknown risks, many of which are beyond Pinnacle's control and which may cause Pinnacle's actual results, performance or achievements or the financial services industry or economy generally, to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.
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 financial services industry and economy in general. Forward-looking statements are based on the current beliefs and expectations of Pinnacle's 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 document. Many of these factors are beyond Pinnacle's ability to control or predict. These factors include, but are not limited to:
(1)our ability to realize all of the expected benefits of the Merger and our ability to integrate the two companies as expected;
(2)our ability to realize the expected benefits from our strategic initiatives, including the Merger, or other operational and execution goals in the time period expected, which could negatively affect our future profitability;
(3)competition in the financial services industry, including competition from nontraditional banking institutions such as Fintechs and non-bank lenders;
(4)an economic downturn and contraction, including a recession, and the resulting effects on our capital, financial condition, credit quality, results of operations, and future growth, including that the strength of the current economic environment could be further weakened by persistent or rising inflation, interest rate fluctuations, changes in fiscal and monetary policy, and geopolitical uncertainty;
(5)our ability to attract and retain employees, including as a result of the Merger and as part of our hiring strategy, and the impact of senior leadership transitions and recruitment of experienced financial service providers that are key to our strategic initiatives;
(6)the impact of recent or proposed changes in fiscal, monetary and economic policy, laws, and regulations, or the interpretation or application thereof, and the uncertainty of future implementation and enforcement of these policies and regulations, including persistent inflationary pressures, potential interest rate fluctuations, and potential changes to government policies related to immigration, trade, and government spending;
(7)changes in the interest rate environment, including changes to the federal funds rate, and competition in our primary market area may result in increased funding costs or reduced earning assets yields, thus reducing margins and net interest income;
(8)our strategic implementation of new lines of business, new products and services, and new technologies and the expansion of our existing business opportunities with a renewed focus on innovation;
(9)prolonged periods of inflation and its effects on our business, profitability, and our stock price, as well as the impact on our clients (including the velocity and levels of deposit withdrawals and loan repayment);
(10)changes in BHG's funding model, credit performance, regulatory oversight, auction platform activity, or growth strategy that could reduce and increase volatility in our earnings;
(11)the impact of adverse developments in the banking industry on client confidence, liquidity, and regulatory responses to these developments (including increases in the cost of our deposit insurance assessments and increased regulatory scrutiny), our ability to effectively manage our liquidity risk and any growth plans, and the availability of capital and funding;
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(12)we may be exposed to potential losses in the event of fraud and/or theft, or in the event that a third-party vendor, obligor, or business partner fails to pay amounts due to us under that relationship or under any arrangement that we enter into with them;
(13)changes in the cost and availability of funding due to changes in the deposit market and credit market;
(14)restrictions or limitations on access to funds from historical and alternative sources of liquidity could adversely affect our overall liquidity, which could restrict our ability to make payments on our obligations and our ability to support asset growth and sustain our operations and the operations of Pinnacle Bank;
(15)we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services industry;
(16)our current and future information technology system enhancements and operational initiatives, including those related to or involving artificial intelligence, may not be successfully implemented, which could negatively impact our operations;
(17)risks related to the development and use of artificial intelligence in our industry and generally;
(18)our business relationships with, and reliance upon, third parties that have strategic partnerships with us or that provide key components of our business infrastructure, including the costs of services and products provided to us by third parties, and disruptions in service or financial difficulties with a third-party vendor or business relationship;
(19)our enterprise risk management framework, our compliance program, or our corporate governance and supervisory oversight functions may not identify or address risks adequately, which may result in unexpected losses;
(20)our asset quality may deteriorate or our allowance for credit losses may prove to be inadequate or may be negatively affected by credit risk exposures;
(21)the ability of our operational framework to identify and manage risks associated with our business, such as credit risk, compliance risk, reputational risk, cybersecurity risk, and operational risk, including by virtue of our relationships with third-party business partners, as well as our relationships with third-party vendors and other service providers;
(22)if economic conditions worsen or regulatory capital rules are modified, we may be required to undertake initiatives to improve or conserve our capital position;
(23)our ability to identify and address cybersecurity risks such as data security breaches, malware, "denial of service" attacks, "hacking," and identity theft, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption, or damage of our systems, increased costs, significant losses, or adverse effects to our brand reputation;
(24)the impact on our financial results, brand reputation, and business if we are unable to comply with all applicable federal and state regulations or other supervisory actions or directives and any necessary capital initiatives;
(25)we may not be able to identify suitable bank and non-bank acquisition opportunities as part of our growth strategy and even if we are able to identify attractive acquisition opportunities, we may not be able to complete such transactions on favorable terms or realize the anticipated benefits from such acquisitions;
(26)our ability to receive dividends from our subsidiaries could affect our liquidity, including our ability to pay dividends or take other capital actions;
(27)our corporate responsibility strategies and initiatives, the scope and pace of which could alter our brand reputation and shareholder, employee, client, and third-party relationships;
(28)we could realize losses if we sell assets and the proceeds we receive are lower than the carrying value of such assets;
(29)our ability to obtain regulatory approval to take certain actions, including any dividends on our common or preferred stock, any repurchases of our common or preferred stock, or any other issuance or redemption of any other regulatory capital instruments, as well as any applications in respect to strategic initiatives;
(30)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;
(31)the costs and effects of litigation, investigations, or similar matters, or adverse facts and developments related thereto;
(32)the fluctuation in our stock price and general volatility in the stock market;
(33)the effects of any damages to our brand reputation resulting from developments related to any of the items identified above; and
(34)other factors and other information contained in this Report and in other reports and filings that we make with the SEC under the Exchange Act, including, without limitation, those found in "Part II - Item 1A. Risk Factors" of this Report.
For a discussion of these and other risks that may cause actual results to differ from expectations, refer to “Part II - Item 1A. Risk Factors” and other information contained in this Report and our other periodic filings, including quarterly reports on Form 10-Q and current reports on Form 8-K, that we file from time to time with the SEC. All written or oral forward-looking statements that are made by or are attributable to Pinnacle are expressly qualified by this cautionary notice. You should not
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place undue reliance on any forward-looking statements since those statements speak only as of the date on which the statements are made. Pinnacle undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of new information or unanticipated events, except as may otherwise be required by law.
INTRODUCTION AND CORPORATE PROFILE
Pinnacle Financial Partners, Inc. is a financial services company headquartered in Atlanta, Georgia and a registered bank holding company headquartered in Nashville, Tennessee. Through its wholly-owned subsidiary, Pinnacle Bank, a Tennessee state-chartered bank that is a member of the Federal Reserve System, the Company provides commercial and consumer banking in addition to a full suite of specialized products and services, including wealth services, treasury management, mortgage services, premium finance, asset-based lending, structured lending, capital markets, and international banking. Pinnacle also provides financial planning and investment advisory services through certain of its wholly-owned subsidiaries.
On January 1, 2026, the Merger closed and on January 2, 2026, Pinnacle Bank became a member bank of the Federal Reserve System and Synovus Bank, a Georgia-chartered bank and wholly-owned subsidiary of Synovus merged with and into Pinnacle Bank, with Pinnacle Bank continuing as the surviving entity and as a wholly-owned subsidiary of Pinnacle. Pinnacle Bank continues to operate under the name “Pinnacle Bank” and remains headquartered in Nashville, Tennessee.
Pinnacle Bank is positioned in some of the highest growth markets in the Southeast, with 386 branches and 503 ATMs in Alabama, Florida, Georgia, South Carolina, and Tennessee as of March 31, 2026.
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.
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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.
REGULATORY CAPITAL-RELATED DEVELOPMENTS
On March 19, 2026, the Federal Reserve, the FDIC, and the OCC issued a series of proposed rules to revise the U.S. regulatory capital framework to finalize the post-crisis Basel III reforms. Comments are due by June 18, 2026. As a Category IV banking organization, the Company and the Bank would not be required to adopt the new expanded risk-based approach. However, if implemented as proposed, the rules would impact how the Company and the Bank calculate capital requirements. Effective dates for the revised rules were not proposed. The Company and the Bank will continue to monitor for developments and consider impacts on capital planning.
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EXECUTIVE SUMMARY
The following financial review summarizes the significant trends, changes in our business, transactions, and other matters affecting Pinnacle’s results of operations for the three months ended March 31, 2026 compared to the same period in 2025 and financial condition as of March 31, 2026 compared to December 31, 2025. This discussion supplements, and should be read in conjunction with, the unaudited interim consolidated financial statements and notes thereto contained elsewhere in this Report and the consolidated financial statements of Pinnacle, the notes thereto, and management’s discussion and analysis contained in Pinnacle's 2025 Form 10-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations consists of:
•Discussion of Results of Operations - Reviews Pinnacle's financial performance, as well as selected balance sheet items, items from the statements of income, significant transactions, and certain key ratios that illustrate Pinnacle's performance.
•Credit Quality, Capital Resources and Liquidity - Discusses credit quality, market risk, capital resources, and liquidity, as well as performance trends. It also includes a discussion of liquidity policies, how Pinnacle obtains funding, and related performance.
•Additional Disclosures - Discusses additional important matters, including critical accounting policies and non-GAAP financial measures.
A reading of each section is important to fully understand our financial performance.
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DISCUSSION OF RESULTS OF OPERATIONS
| Table 1 - Consolidated Financial Highlights | |||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| (dollars in millions, except per share data) | 2026 | 2025 | Change | ||||||||||||||||||||||||||
Net interest income | $ | 933 | $ | 365 | 155% | ||||||||||||||||||||||||
Provision for (reversal of) credit losses | 76 | 17 | 347 | ||||||||||||||||||||||||||
Non-interest revenue | 284 | 97 | 192 | ||||||||||||||||||||||||||
Total revenue | 1,217 | 462 | 163 | ||||||||||||||||||||||||||
Non-interest expense | 952 | 275 | 246 | ||||||||||||||||||||||||||
Income before income taxes | 189 | 170 | 11 | ||||||||||||||||||||||||||
| Net income attributable to Pinnacle Financial Partners | 150 | 140 | 7 | ||||||||||||||||||||||||||
Net income available to common shareholders | 135 | 136 | (1) | ||||||||||||||||||||||||||
Net income per common share, basic | 0.89 | 1.78 | (50) | ||||||||||||||||||||||||||
Net income per common share, diluted | 0.89 | 1.77 | (50) | ||||||||||||||||||||||||||
Net interest margin(1) | 3.53 | % | 3.21 | % | 32 bps | ||||||||||||||||||||||||
Net charge-off ratio(1) | 0.23 | 0.16 | 7 | ||||||||||||||||||||||||||
Return on average assets(1) | 0.50 | 1.08 | (58) | ||||||||||||||||||||||||||
Return on average common equity(1) | 3.96 | 8.80 | (484) | ||||||||||||||||||||||||||
Efficiency ratio (TE) | 77.4 | 58.0 | nm | ||||||||||||||||||||||||||
| Percentage changes are calculated using unrounded amounts and may differ from calculations based on rounded figures. | |||||||||||||||||||||||||||||
(1) Annualized
| March 31, 2026 | December 31, 2025 | Sequential Quarter Change | March 31, 2025 | Year-Over-Year Change | |||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||
| Loans, net of deferred fees and costs | $ | 85,197 | $ | 39,154 | $ | 46,043 | $ | 36,137 | $ | 49,060 | |||||||||||||||||
| Total average loans, quarter | 83,691 | 38,657 | 45,034 | 36,042 | 47,649 | ||||||||||||||||||||||
| Total deposits | 100,103 | 47,401 | 52,702 | 44,482 | 55,621 | ||||||||||||||||||||||
Total average deposits, quarter | 99,168 | 46,661 | 52,507 | 43,020 | 56,148 | ||||||||||||||||||||||
| Non-performing assets ratio | 0.58 | % | 0.36 | % | 22 | bps | 0.48 | % | 10 | bps | |||||||||||||||||
| Non-performing loans ratio | 0.54 | 0.34 | 20 | 0.47 | 7 | ||||||||||||||||||||||
| Past due loans over 90 days (as a % of loans) | 0.01 | 0.01 | — | 0.01 | — | ||||||||||||||||||||||
| ACL to loans coverage ratio | 1.19 | 1.17 | 2 | 1.19 | — | ||||||||||||||||||||||
| CET1 capital ratio | 9.81 | 10.88 | (107) | 10.70 | (89) | ||||||||||||||||||||||
Total shareholders’ equity to total assets ratio | 11.89 | 12.21 | (32) | 12.06 | (17) | ||||||||||||||||||||||
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First Quarter 2026 Overview
As the Merger became effective January 1, 2026, reported results reflect legacy Pinnacle results prior to the completion of the Merger and results for the combined entity from the Merger closing date forward. As such, comparative data in MD&A as of and for the periods ended December 31, 2025 and March 31, 2025 reflect only legacy Pinnacle.
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.
Non-interest expense for the first quarter of 2026 was $952 million, up $677 million, or 246%, compared to the same period in 2025. Merger-related expense for the quarter ended March 31, 2026 was $275 million, which included merger-related equity acceleration costs. Excluding merger-related expense, non-interest expense during the first quarter of 2026 as compared to the same prior year period was impacted by higher employment expenses, largely due to increased headcount and annual merit increases.
At March 31, 2026, loans, net of deferred fees and costs, of $85.2 billion increased $46.0 billion from December 31, 2025 primarily driven by the Merger. Outside of the impact of the Merger, we experienced significant C&I loan growth during the three months ended March 31, 2026, a result of balanced growth between our specialty and geographic business units.
Credit metrics at March 31, 2026 included NPAs and NPLs at 58 bps and 54 bps, respectively, and total past due loans at 14 bps as a percentage of total loans. Net charge-offs/average loans for the three months ended March 31, 2026 were in line with our expectations at 23 bps annualized. The ACL to loans coverage ratio at March 31, 2026 of 1.19% was 2 bps higher than December 31, 2025. The increase in the reserve was primarily driven by net loan growth and a deterioration in the economic forecast. The ACL to NPL coverage ratio was 221% at March 31, 2026 compared to 343% at December 31, 2025.
Total period-end deposits at March 31, 2026 increased $52.7 billion compared to December 31, 2025 and was primarily driven by the Merger. Excluding the impact of the Merger, the increase is primarily reflective of an increase in interest bearing demand deposits and money market accounts, partially offset by a decrease in non-core deposits.
At March 31, 2026, Pinnacle's' CET1 ratio was 9.81%. Our intent remains to deploy capital generated through earnings to client growth as we proceed through 2026 while building CET1.
More detail on Pinnacle's financial results for the three months ended March 31, 2026 may be found in subsequent sections of "Item 2. – Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Report. See also "Part II – Item 1A. – Risk Factors" of this report.
2026 Fundamental Guidance
The outlook is unchanged from what was previously noted in January of 2026, reflects our current expectations and is based on recent trends and client feedback. Underlying our guidance is an expectation of both a stable interest rate and economic environment. Changes to these factors could have a meaningful impact on the guidance provided below:
•end of period loan growth of approximately 9% to 11%, excluding the Day 1 purchase accounting loan mark
•end of period deposit growth of approximately 8% to 10%
•adjusted revenue(1) of approximately $5.0 to $5.2 billion(2)
•adjusted non-interest expense(1) of approximately $2.675 to $2.775 billion(3)
•net charge-off ratio of 0.20% to 0.25% year-to-date annualized
•CET1 ratio of approximately 10.25% to 10.75%, with a focus on achieving the low end of the range in 2026
•adjusted effective income tax rate of approximately 20% to 21%(4)
(1) Non-GAAP financial measure; see "Table 13 - Reconciliation of Non-GAAP Financial Measures" of this Report for applicable reconciliation to the most comparable GAAP measure.
(2) Assumes net interest margin of 3.50% and no rate cuts in 2026.
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(3) Includes approximately $185 million of estimated intangible amortization in 2026 along with an assumption that 40% of the expected net cost savings from the Merger will be realized in 2026.
(4) Based on earnings adjusted for merger-related costs.
Loans
The following table compares the composition of the loan portfolio at March 31, 2026, and December 31, 2025.
| Table 2 - Loans by Portfolio Class | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Commercial, financial and agricultural | $ | 34,151 | 40.1 | % | $ | 16,549 | 42.3 | % | ||||||||||||||||||||||||||||||||||||||
| Owner-occupied | 14,046 | 16.5 | 5,747 | 14.7 | ||||||||||||||||||||||||||||||||||||||||||
Total commercial and industrial(1) | 48,197 | 56.6 | 22,296 | 56.9 | ||||||||||||||||||||||||||||||||||||||||||
| Investment properties | 20,888 | 24.5 | 9,496 | 24.3 | ||||||||||||||||||||||||||||||||||||||||||
| 1-4 family properties | 1,935 | 2.3 | 1,284 | 3.3 | ||||||||||||||||||||||||||||||||||||||||||
| Land and development | 937 | 1.1 | 576 | 1.5 | ||||||||||||||||||||||||||||||||||||||||||
| Total commercial real estate | 23,760 | 27.9 | 11,357 | 29.0 | ||||||||||||||||||||||||||||||||||||||||||
| Consumer mortgages | 8,234 | 9.7 | 3,456 | 8.8 | ||||||||||||||||||||||||||||||||||||||||||
| Home equity | 3,157 | 3.7 | 1,374 | 3.5 | ||||||||||||||||||||||||||||||||||||||||||
| Credit cards | 227 | 0.3 | 53 | 0.1 | ||||||||||||||||||||||||||||||||||||||||||
| Other consumer loans | 1,622 | 1.8 | 619 | 1.7 | ||||||||||||||||||||||||||||||||||||||||||
| Total consumer | 13,240 | 15.5 | 5,501 | 14.1 | ||||||||||||||||||||||||||||||||||||||||||
| Loans, net of deferred fees and costs | $ | 85,197 | 100.0 | % | $ | 39,154 | 100.0 | % | ||||||||||||||||||||||||||||||||||||||
(1) Includes senior housing loans of $4.3 billion, $521 million, and $619 million at March 31, 2026, December 31, 2025, and March 31, 2025, respectively, which are primarily classified as owner-occupied in accordance with our underwriting process.
At March 31, 2026, loans, net of deferred fees and costs of $85.2 billion increased $46.0 billion, or 118%, from December 31, 2025. C&I loans remain the largest component of our loan portfolio, representing 56.6% of total loans, while CRE and consumer loans represent 27.9% and 15.5%, respectively. Our portfolio composition is guided by our strategic growth plan, in conjunction with risk oversight of portfolio concentrations.
Total commercial loans (which are comprised of C&I and CRE loans) at March 31, 2026 were $72.0 billion, or 84.5% of the total loan portfolio, compared to $33.7 billion, or 85.9%, at December 31, 2025.
Pinnacle actively manages and evaluates credit risk associated with its commercial loans through robust underwriting policies and routine loan monitoring in order to identify and mitigate any weakness as early as possible. Pinnacle's management, along with its Chief Credit Officer and Credit Risk Committee, continually monitors and evaluates commercial concentrations by property class, industry, and relative to regulatory capital. As part of its risk management efforts, Pinnacle monitors its commercial loan portfolio on an ongoing basis to assess credit risks, identify emerging risks, and adjust its lending limits taking into account, among other things, (1) the size, complexity, and level of risk of loans and individual borrowers, (2) changes in the level of credit risk at both the borrower and portfolio level, (3) concentrations of credit risk pertaining to both specific industries and geographies in its loan portfolio, (4) loan structure, collateral location and quality, and project progress, and (5) economic forecasts and industry outlook.
Pinnacle has established recommended credit exposure limits for large C&I commercial lending relationships based on Pinnacle's internal risk ratings for an individual borrower at the time the lending commitment is approved, with the final exposure limit being determined by the appropriate credit approval authority. Limits for large Commercial Real Estate exposures are established at the sponsor level through an annual approval process. Commercial credits are subject to review according to credit risk management monitoring practices as outlined in Pinnacle's loan policy, as well as a sampling process performed by Pinnacle Credit Review to ensure uniform application of policies and procedures and to validate risk rating accuracy. Pinnacle prepares targeted stress tests on a routine basis for its commercial loans. This testing is completed in addition to sensitivity testing completed at the initial extension of credit.
Commercial and Industrial Loans
The C&I loan portfolio represents the largest category of Pinnacle's loan portfolio and is primarily comprised of general middle market and commercial banking clients across a diverse set of industries as well as certain specialized lending verticals. The following table shows the composition of the C&I loan portfolio aggregated by NAICS code. As of March 31, 2026 and
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December 31, 2025, 92.1% and 89.8%, respectively, of Pinnacle's C&I loans are secured by real estate, business equipment, inventory, and other types of collateral. C&I loans at March 31, 2026 grew $25.9 billion from December 31, 2025, primarily as a result of the Merger. Outside of the impact of the Merger, the increase is the result of increased production in specialty lending and contributions from our higher-growth markets.
| Table 3 - Commercial and Industrial Loans by Industry | |||||||||||||||||||||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||
| (dollars in millions) | NAICS Code | Amount | %(1) | Amount | %(1) | ||||||||||||||||||||||||
| Finance and insurance | 52 | $ | 8,252 | 17.1 | % | $ | 1,559 | 7.0 | % | ||||||||||||||||||||
| Health care and social assistance | 62 | 6,227 | 12.9 | 1,610 | 7.2 | ||||||||||||||||||||||||
| Non classifiable | 3,616 | 7.5 | 3,226 | 14.5 | |||||||||||||||||||||||||
| Accommodation and food services | 72 | 3,109 | 6.5 | 1,371 | 6.1 | ||||||||||||||||||||||||
| Lessors of real estate | 5311 | 3,038 | 6.3 | 1,448 | 6.5 | ||||||||||||||||||||||||
| Retail trade | 44-45 | 2,596 | 5.4 | 1,403 | 6.3 | ||||||||||||||||||||||||
| Manufacturing | 31-33 | 2,496 | 5.2 | 1,174 | 5.3 | ||||||||||||||||||||||||
| Wholesale trade | 42 | 2,481 | 5.1 | ||||||||||||||||||||||||||
Recent SEC filings
- 2026-05-21 S-8 Employee Benefit Plan Registration
- 2026-05-14 8-K Material Agreement Entered; Financial Statements and Exhibits
- 2026-05-14 424B2 Prospectus Supplement
- 2026-05-12 8-K Other Events; Financial Statements and Exhibits
- 2026-05-06 10-Q Quarterly Report
- 2026-04-22 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-04-09 DEF 14A Proxy Statement
- 2026-03-02 10-K Annual Report
- 2026-03-02 8-K Other Events; Financial Statements and Exhibits
- 2026-01-21 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-01-15 8-K Officer/Director Change; Financial Statements and Exhibits
- 2025-09-29 S-4/A S-4/A
- 2025-08-26 S-4 Registration (Merger)