PNFP

Good morning. Welcome to the Pinnacle Financial Partners second quarter 2026 earnings call. All participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing star zero. After today's presentation, there'll be an opportunity to ask questions. To ask a question, you may press star, then one on your touch-tone phone. To withdraw your question, please press star, then two. Please note this event is being recorded. I'll now turn the call over to Sam Tyagi, Senior Director, Investor Relations. Please go ahead.

Thank you. Good morning. During today's quarterly earnings call, we will reference the slides and press release that are available within the investor relations section of our website, pnfp.com. President and CEO Kevin Blair will begin the call. He will be followed by our Chief Financial Officer, Jamie Gregory, and they will be available to answer your questions at the end of the call. Our comments include forward-looking statements. These statements are subject to risks and uncertainties, the actual results could vary materially. We will list these factors that might cause results to differ materially in our press release and in our SEC filings, which are available on our website. We do not assume any obligation to update any forward-looking statements because of new information, early developments, or otherwise, except as may be required by law.

During the call, we will reference non-GAAP financial measures related to the company's performance. You may see the reconciliation of these measures in the appendix to our presentation. Now Kevin Blair will provide an overview of the quarter.

Thank you, Sam. Good morning, everyone. We have remained focused on the leverage points that help us deliver on our commitments and continue a long and proud heritage of growth and success. This quarter is another proof point of that focus. For the second quarter of 2026, we reported diluted EPS of $2.07, an adjusted diluted EPS of $2.50, excluding $82 million of pre-tax adjusted items. Year-to-date adjusted EPS is up 26% versus the same period last year. We are maintaining our 2026 guidance with our year-to-date performance giving us added conviction in the ranges we set. Starting with the balance sheet, loans grew $2.9 billion linked quarter, ahead of our expectations. Deposits were up $795 million, stronger than the combined firms' historical second quarter performance, which is typically our seasonally lightest given municipal outflows and tax-related payments.

This strong growth in earning assets, up 4% quarter-over-quarter, led to 2% growth in net interest income. This is the broad-based, high-quality growth that has long been the hallmark of this firm, and the combination is making it even more powerful. Fee income is another area where our differentiation shows up with double-digit year-to-date growth on a combined firm basis. Core banking, wealth management, and capital markets all posted strong year-over-year growth. As we have seen, most firms lose a step during integration, yet we are gaining share and deepening client relationships in the middle of a merger. On the expenses, we stayed disciplined while continuing to invest in the areas where we see the greatest opportunity to accelerate long-term growth. Those are not competing priorities at Pinnacle, they are the same priority. Credit performance continues to be a real strength.

As expected, charge-offs remain low and NPAs declined this quarter to 50 basis points. The quality of what we are putting on the books stands out. The reserve on new production is coming in lower than the portfolio as a whole, which is one reason our ACL ratio moved down this quarter. Growth, credit discipline, and yields holding firm on new production. That is three things working at the same time, and none of it happens without two things that come first, top talent and disciplined client selection. Moving to capital, preliminary CET1 increased 12 basis points this quarter, reflecting the strength of our core earnings profile and the ability to generate capital inclusive of roughly 14% annualized loan growth we experienced in Q2. We added 74 experienced revenue producers this quarter, up 48% from first quarter and up 14% versus the combined second quarter of 2025.

Momentum has carried into the third quarter with another 34 producers who have already started or accepted offers in the first half of July. Of the 124 producers added year-to-date, approximately 50% are from what we consider core Synovus markets. That number matters as it says the model is working across the full franchise. Also, we have not lowered our standards to get there. Recruiting at Pinnacle is a consistent operating rhythm built through deep pipelines and clarity on our value proposition. That is what turns hiring into durable compounding growth. We are also holding onto the bankers we already have. Retention, excluding merger-related synergies, is 94% year-to-date. Client satisfaction and loyalty scores remain best in class, and it goes without saying, when bankers stay, clients stay. Now let me tell you why the best is still in front of us. Three advantages compound from here.

First, our markets. The Southeast footprint continues to grow at roughly twice the national average. Combine that backdrop with the scale of this franchise and the power of the Pinnacle model, and the long-term growth opportunity in front of us is as compelling as any in the industry. Second, the competitive environment is moving in our direction. Larger competitors are dealing with bureaucracy, disruption, and slower decision-making, and it shows in their net promoter scores. In fact, Coalition Greenwich's first quarter report placed Pinnacle first amongst peers in business momentum. The net percentage of clients who plan to do more with the bank versus those who plan to do less, and by a wide margin. That is exactly the backdrop that lets us keep taking share and growing. Third, talent dislocation is elevated, and it is not slowing down.

The best bankers want an environment where they are empowered, supported, and able to win. That is exactly what Pinnacle offers, and it is why we continue to be a destination of choice across every market and specialty we operate in. Strategy is a plan. Execution is a result. We are six months in, and the results are doing the talking. Balance sheet growing, core client fee income up significantly, credit strong, capital ratios increasing, bankers joining, retention of team members high, clients responding with loyalty. I am proud of what this team has delivered and even more excited about where we are headed from here. With that, I'll turn it over to Jamie to walk through the second quarter results in more detail. Jamie?

Thank you, Kevin. Before turning to the drivers, let me anchor to the bottom line. Adjusted diluted EPS increased 5% versus the prior quarter and 25% versus second quarter 2025 results. Included in this accretion is the revenue increase from the loan mark and first quarter securities restructuring, which was completely offset by increased intangible amortization, resulting in zero net impact from merger accounting. Relative to standalone consensus earnings estimates at the time of announcement, this represents approximately 19% of adjusted diluted EPS accretion year-to-date. A clear proof point that the combination is delivering the earnings power we underwrote. That is also translating into strong profitability with year-to-date adjusted return on average tangible common equity of 17.7%. In the second quarter, earning assets were up 4% or 15% annualized due to the combination of strong loan and securities growth.

Period-end loans increased $2.9 billion or 14% annualized from the first quarter. The majority of growth came from C&I lending and was broad-based across our geographic markets and further supported by continued strength in our specialty lending platforms. On a year-to-date combined basis, period-end loans increased 6% or 12% annualized, excluding the purchase accounting loan mark, exceeding prior guidance. Period-end deposits grew $795 million on a linked-quarter basis. This growth included normal headwinds such as tax season and seasonality in public funds, which generally reverse in the second half of the year and promote what is normally outsized growth in the fourth quarter. Excluding the decline in public funds, core deposits grew $963 million or 1% in the second quarter.

On a year-to-date combined basis, period-end deposits increased 2%, which, along with the more positive seasonal trends, should keep us on pace for full-year deposit growth of 8%-10%. During the quarter, we executed transactions in line with the liquidity strategies we outlined at the merger announcement last year. We repositioned approximately $1 billion of municipal securities into more liquid investments, improving both portfolio duration and our level of high-quality liquid assets while having no material impact on net interest income or CET1. In addition, we issued $750 million of senior debt, which served to strengthen and diversify our liquidity and funding profile and is consistent with the issuance path communicated last year. This balance sheet growth carried into net interest income, which was $956 million, up 2% or 10% annualized from the first quarter.

Net interest margin came in at 3.44%, down 9 basis points versus the first quarter, or roughly 6 basis points excluding the first quarter non-recurring items. Other factors that proved headwinds during the quarter included a modest decline in loan yields, which were impacted by a roughly 3-4 basis point average decline in SOFR rates and an increase in higher cost funding as seasonality in deposits pressed our loan-to-deposit ratio higher. We expect this dynamic to reverse as we go through the back half of the year. For further context, our loan yield was 6.11% in the second quarter versus 6.14% in the first quarter. Our cost of core deposits was stable quarter-over-quarter at approximately 1.95%. Total deposit costs increased 1 basis point, and our aggregate effective cost of funds increased 2 basis points.

Adjusted non-interest revenue declined $12 million from the first quarter, driven largely by lower BHG income. Income from our equity method investment in BHG totaled $24 million in the second quarter, performing in line with our expectations as BHG shifts its loan placement strategy. Core client income streams, including core banking, wealth management, and capital markets, all delivered linked quarter and robust year-over-year growth. Core banking and capital markets fees both increased 3% from the first quarter. Strong loan production and revenue synergies drove another quarter of capital markets execution and is further evidence that integration of key products and services is accelerating. We maintain disciplined expense management while continuing to invest strategically for long-term growth. Our adjusted tangible efficiency ratio was 49.8%, as expected at this stage of the merger integration.

We incurred $51 million of non-recurring merger expenses during the quarter, primarily related to personnel and technology-related integration costs. On a linked quarter basis, adjusted non-interest expense was down 2% as realized merger synergies and seasonally lower personnel costs more than offset continued investments in revenue producers and technology. Headcount was relatively flat from the first quarter, reflecting ongoing integration progress netted by growth-related hiring. Credit quality remains a clear point of strength. Net charge-offs were $48 million, or 22 basis points for the quarter, consistent with expectations. The non-performing asset ratio improved to 0.5%, down from 0.58% in the first quarter, demonstrating continued stability and disciplined underwriting. The allowance for credit losses ended the second quarter at 1.17%, compared to 1.19% at the end of March. Our preliminary common equity Tier one ratio ended the quarter at 9.93%, up 12 basis points from the first quarter.

Our priority is clear. We will deploy the capital we generate into high return, client-driven growth while steadily building CET1 towards our 10.25% target. With that, I'll turn it back to Kevin to review our 2026 financial outlook.

Thanks, Jamie. Our broad guidance ranges are unchanged for 2026. Importantly, our performance to date reinforces that view. Let me be specific about where we're landing inside those ranges. Loan growth is tracking at the top end of our 9%-11% range and deposits in the middle of our 8%-10% range. That earning asset growth is the engine of this outlook. It drives strong, continuous growth in NII as we progress through the second half of 2026, even as margin compresses modestly. We are now expecting full-year NIM` in the 3.44%-3.47% range. Importantly, when combining the robust NII growth with the continued strength in fee income across our core client businesses that we have seen to date, we continue to expect to be well within our revenue outlook and trending more specifically to $5.05 billion-$5.1 billion.

On the balance of ranges, we expect adjusted expenses in the middle of our $2.675 billion-$2.775 billion guidance. We anticipate an increase versus the first half of the year driven by revenue producer hiring, market expansion, incremental expenses associated with third-party partnership revenue, and normal inflationary and growth-related cost. These are deliberate investments tied directly to future growth. Our adjusted effective tax rate is expected to land in the middle of the 20%-21% range, inclusive of the second quarter municipal repositioning Jamie noted earlier. Credit remains within our 20-25 basis point charge-off range. Our profitability outlook remains strong as we continue to drive the EPS accretion we laid out last summer. Stepping back, the closing message is the same one I opened with.

We are focused on the leverage points that have always driven this firm. This quarter is another proof point that they are working. Growth, recruiting, credit, pricing, culture, synergy realization. Every one of them is moving in the direction we said it would. We are not declaring victory. We are six months in. There is more to execute. The 26% adjusted EPS growth year-to-date is a real measure of success. A reflection of this team's hard work. We're not done. We are going to keep on pushing and getting better from here. This is scale with a soul, the model, the culture, and the people. To the team members across the franchise, thank you. You are the reason this is working.

To those who have questioned what this combination could be, I understand the skepticism. We intend to keep answering it the only way we know how, one quarter, one client, one banker at a time. That is the work. You have my personal commitment that we will keep doing it. The future is bright. The best of what we can do together is still ahead. With that, operator, let's transition to the Q&A portion of today's call.

Thank you. We will now begin the question-and-answer session. To ask a question, you may press star then one on your touch tone phone. If you're using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. In the interest of time, please limit yourself to one question and one follow-up. Your first question's coming from Stephen Scouten from Piper Sandler. Your line is live.

Yeah. Hey, good morning. Thank you. I wanted to ask, maybe first starting off, I thought the quarter was really good, of course, but curious what changed from the mid-quarter update that you gave around the margin versus the 9 basis points of decline that we saw. Was it primarily this higher growth that led to more higher cost funds needed in the interim? Maybe how does that play into what you guys disclose for every 1% higher growth? There may be some NIM compression, but still NII upside. Just a little color around that would be great.

Yeah, Stephen, it's Jamie. Thanks for the question. The change from our guide that we gave in early June is really on the asset side. You think about the decline in SOFR rates as well as PAA coming in a little lighter than expected. Those impacts are definitely different than what we said in early June. You think about the PAA, that's really just due to slower prepayments in our C&I book largely. The SOFR rate is largely recovered here in the month of July. We think that's going to be a little tailwind to the third quarter. As you can tell, when you compare average balances to ending balances, you can also see that we grew the balance sheet a decent bit in the month of June with cash and securities to assets coming up higher as we approach quarter-end.

I would attribute the change to those three things largely in the second quarter. When we speak to growth, the growth impact of the margin, we laid out the impact and how it is margin diluted. What I want to say about that is if you look at our NII guide progressing through 2026, what you see there is a steady, you know, 2%-ish increase quarter-on-quarter as you go through the year. That growth is built on banker hires that we made in prior years. It's a steady, sustainable growth in NII. The beauty of that growth in NII is that there's not a lot of marginal expense associated with it. When you think about profitability and how that drops to the bottom line, what we're doing here is we're producing loans at the same rates.

We're not competing on price when you look at production rates. We're growing the balance sheet, growing core deposits at a similar rate over time as loans. Even in that marginal growth where we're funding it with wholesale funding, basically it's accretive to the shareholder because we're able to maintain return on tangible common equity because expense growth is happening at a much slower rate. That's why we believe in it. We believe in the steady growth in NII, having a lower than 50% adjusted tangible efficiency ratio. We believe that that'll drive sustained double-digit PPNR growth, double-digit EPS growth, and doing it the right way.

Yeah, that's great color and a lot of great new detail in the slide deck. Appreciate all of that. My follow-up would be around maybe Slide 13, where you guys disclose this funded production and loan spreads. Just kind of curious how you're thinking about that within all of your forward expectations, if that's something that you would think would compress slightly given all the competition headwinds we're kind of hearing industry-wide. If, again, that dynamic would kind of be similar to this, the spreads might compress as growth is higher, but NII still moves higher regardless.

I think the second quarter is a great data point on that. If you look at our spreads on production, we were wider quarter-on-quarter. It's not just a mixed story on that. Basically, six of our eight geographies had wider spreads in the second quarter than the first quarter. Nine of 11 of our specialty groups had wider spreads in the second quarter than the first quarter. The point I want you to know is that this is happening across our businesses. We're not out there driving in lower spreads to try to accelerate growth. This is our bankers out there delivering on the promises we've made in a steady, sustainable way. Our outlook does not have material spread tightening. We're assuming similar spreads. We believe that that's justified given what we've seen.

Obviously, the environment can change and competition can go even higher, we're not seeing that spread tightening that we're hearing from some of the others.

Fantastic. Great detail. Thank you very much.

Thank you. Your next question's coming from John McDonald from Truist Securities. Your line is live.

Thanks. Good morning, guys. I was wondering if you could unpack the deposit outlook for the rest of the year, including kind of what you see in terms of mix, both the non-interest bearing and what you call the core deposits inside your outlook. Thank you.

Yeah. John, great question. We are forecasting strong growth in deposits in the second half of the year. Obviously, we're pleased with the core deposit growth when you back out public funds in the second quarter. We believe that that shows the momentum in what is typically a challenging quarter due to tax payments. As we look forward into the second half of the year, we believe the seasonal impacts will contribute $1.5 billion-$2 billion to growth in the second half of the year. Just like our loan forecast, prior year hires will also contribute to growth as they build their books of business, as they grow and bring in the deposits of their clients. We believe that that's why we'll continue to see strong production. Deposit production's been over $1 billion every month this year. We expect that to continue.

In the second half of the year, you will see growth in broker deposits. Broker deposits have been relatively stable year-to-date. We are expecting some growth in broker deposits in the second half of the year. What gives us confidence in that growth? I would point you to the chart that compares core deposit growth in seasonals year-to-date in our earnings deck. If you were just to run that outperformance forward to the end of the year, it would point to $4.5 billion-$5 billion of core deposit growth from here. One thing that's underneath the covers of that is that that includes underperformance or less growth in public funds year-to-date. We have strategically allowed public funds to attrite this year. We're about $700 million behind the seasonal average in growth on public funds year-to-date.

We expect getting back to that average growth and with the second half seasonals in public funds, that's more than $1 billion in growth in that book of business. As you look forward through the rest of the year, I would just say, we do expect to see that seasonal growth in core deposits. We do expect to see some growth in public funds. I would say that we expect broker deposits for the full-year to grow at a similar rate as core deposits.

Thanks, Jamie. Just as a follow-up to that, obviously, we all hear a lot of talk about how competitive the pricing of deposits is in your markets. The deposit pricing was very stable this quarter. What enabled that to be pretty stable amid all the competition?

John, I'll take that. Look, we don't compete on price. Look, we're a relationship bank, and clients value more than just the rate on deposits. We pay a fair rate. As you know, the deposit marketplace is very efficient. When you're adding new deposits, you're having to pay a market rate. As Jamie said earlier, the real core to our model is hiring new revenue producers. Those new revenue producers come over and bring their clients with them. Ultimately, that allows us to produce at a higher level and use a market rate to do it, so we're not having to go out and do promotional rates. As Jamie mentioned earlier, our forecast for NIM would assume that that would continue.

If you look at that going on rate for new loans minus the going on rate for new deposits, that was roughly stable at a 372 spread this quarter, which was very similar to last quarter, and that should continue. It's our model. It's hiring talent. It's allowing us to compete on things other than just rate.

Okay. Got it. Thanks, guys.

Thank you. Your next question's coming from Ebrahim Poonawala from Bank of America. Your line is live.

Good morning.

Good morning.

I guess maybe, Jamie, if you could go to Slide 22, great detail there on the margin outlook. Appreciate your point about all of this growth is as profitable or more profitable than the back book. Maybe just looking at the pieces that you lay out there, as we incrementally think about and as all of us figure out where this margin lands over the next 12, 18, 24 months, my assumption is we are headed lower somewhere into the 330s by this time next year. For one, I know you've not given 2027 guidance, is there any reason why that assumption that we could be closer to 330 versus 340 this time next year, why that may not be the right assumption?

In terms of the build-out for the CAT4 liquidity, should we expect additional impact on the margin as you continue through that process over the coming quarters? Thanks.

Yeah, Ebrahim. First, I'll talk about the rest of this year. If you think specifically about the margin, there are headwinds due to what you just mentioned about the CAT4 liquidity, growing cash and securities to assets. There's the headwind due to debt issuance, a little bit of a nuance to the margin. There's a headwind just one basis point due to day count. There are also tailwinds. We will continue to see a benefit through fixed rate asset repricing. In the second half of the year, we are forecasting core deposit growth to outpace loan growth. That'll be a tailwind. As I mentioned earlier, SOFR is firming, that'll be a tailwind. We do, this will be very marginal, we do expect PAA to normalize.

Those are the tailwinds that go along with, and that's really how we are thinking about the second half of the year. Obviously, it's early for us to give 2027 guidance, but you're right to think about the liquidity impacts in 2027 being a further headwind. I guess the way I would characterize it is a $1 billion of long-term debt is about 1-1.5 basis points of margin per $1 billion. On cash and securities to assets, increasing cash and securities to assets about 1%, I would argue that we're 2%-3% below where we expect to be over the next few years, so that'll be a slow process. That's about 2-3 basis points per 1%.

The impact of growth as you get further along, actually, the relative impact diminishes because when your starting point of the margin is closer to 330, which we say is the incremental margin of the growth, then that impact of the future growth is less on the margin. I guess that's how I would think about the margin going forward, and that will point to a little bit of incremental pressure. I do want to circle back to the first answer we gave in the Q&A is we still expect high single-digit NII growth. Because of that should lead to, and I'm assuming the economy and rates and everything are consistent with what we see today. That should lead to double-digit PPNR growth, double-digit EPS growth, while maintaining return on tangible common equity.

That's how we view it, and we think that it's very sustainable, and that's how when we look further out, that's our current outlook.

Got it. I guess maybe quickly, this keeps coming up as we think about BHG. Just if you don't mind revisiting the outlook there, and also in terms of strategically, how do you think about the business? There's constant questions around whether you might think about taking some strategic actions there. Would appreciate any color. Thanks.

Yeah. Before I answer your question, I want to get into a little bit of the income statement impact because sometimes I think that it's a little bit misunderstood.

Indicative of the depth of our relationship with BHG, we have multiple ways the partnership hits the income statement. We often speak to the impact of the equity investment because that is the largest driver of profitability. However, there is significant revenue and expense outside of the investment income. We expect to have approximately $40 million in revenue and $20 million in expense in 2026 due to these. That is outside of the investment income. In the second quarter, we paused one of the distribution channels as we repapered some of our operating agreements. These have since resumed and will result in a resumption of typical quarterly fees and revenues. The pause resulted in a couple things that impacted the second quarter. First, our fee revenue, as well as the associated NIE, were lower than the prior quarter.

These flows have already resumed in the third quarter. We expect they will result in just under $10 million in revenue and a similar amount of expense in the third quarter. Second, it impacted the investment income. The production remained on balance sheet, which led to an increase in provision at BHG as they account for the life of loan loss estimate. This, along with the distribution change we've previously discussed, led to a $7 million decline in investment income. I hit that to start just because there are a lot of moving parts on the Pinnacle income statement due to BHG this quarter. Just wanted to hit that. The performance at BHG just could not be stronger. If you look at production this quarter, it's up almost $1 billion from the prior quarter. It's up $900 million. We are very pleased with the partnership.

It's delivering on everything that we expect. Their credit performance remains strong. The outlook is exactly what we've discussed in prior quarters, but stronger. As we look forward, we raised our revenue guide on the investment side for 2026. We believe that momentum there is very strong and positions us well for the rest of this year as well as 2027. We're very pleased with the partnership. There's no update to give on their strategic options. We think that the best path is just continuing to execute, continuing to drive business growth, continuing with the distribution shift. We think that will deliver the most value over time. There's no real update there.

Good. Thank you.

Thank you. Your next question's coming from Casey Haire from Autonomous. Your line is live.

Great. Thanks. Good morning, everyone.

Good morning, Casey.

Wanted to touch on the loan growth. Very strong here in the second quarter. Wondering if there is upside. I know you guys are guiding to the higher end of the range. Wondering if there is upside to that guidance.

Casey, yeah. Look, we're pleased with the loan growth as well. I think it's primarily because it's broad-based and it's diversified. When you look at the first half of the year, we've had roughly 50% of the growth coming from our geographic banking units and 50% coming from our specialty areas. As you can see, it's primarily being driven from C&I. What's interesting is CRE has not been a growth engine. You know that story, elevated payoffs. At current rates, we're not seeing a great deal of production, although that is picking up. That's what allows us to show that quarter-over-quarter increase in production overall of 20% increase. Yeah, there's upside. Maybe some of the things that kept us at the 9%-11%, the high end of the range. This quarter, we had 127 basis points of improvement in utilization.

That was roughly $500 million of growth. As you know, we customarily do not include changes in utilization in our forecast, so we have not included any future changes in utilization. We do expect to see some ongoing churn in the CRE book just with payoff activity. We did have some specialty areas that had some outsized growth in the first half of the year that we're not expecting to see in the second half. We said the high end of the range, but look, this model is robust and our pipelines are strong. I would expect to continue to see strong loan growth across both the specialties and the geographic areas.

The one thing I do want to point out, because you hear lots of conversation, our competitors are out there saying that we're giving it away on rate, and that's how we're winning. As Jamie talked about earlier, our spreads and our production rates actually went up quarter-on-quarter. I'm optimistic that we'll continue to see strong loan growth. It's not rate driven, and it's broad based, so it gives me a lot of confidence that we could see some upside from here.

Got it. Thanks. As my follow-up, wanted to touch on the loan-to-deposit ratio. The deposit outlook sounds very positive and upbeat, but the loan-to-deposit ratio is a little bit above where legacy Pinnacle lived as well as Cat IV peers. Just wondering, is there a governor? Is there a ceiling on that ratio, and where would you like to see that land longer-term?

Loan-to-deposit ratio is not a metric that we really manage to, but I'll speak to it since that's your question. We do expect it to decline as we progress through the second half of the year. We expect it to decline. What we look at the most when we think about liquidity and access to liquidity is more how are we on cash and securities to assets. Said another way, that's the metric that we look at to make sure that we have adequate liquidity. It's loan-to-deposit ratio we don't believe is a key driver of where we need to be on the liquidity side.

Great. Thank you.

Thank you. Your next question's coming from John Pancari from Evercore. Your line is live.

Good morning.

Morning, John.

Just on the back to the loan spreads comment, it is encouraging to hear that you did see spreads increase across most of your verticals and most of your geographies. We are seeing spread compression across many of your peers, even some of the larger banks. Curious, what do you think the driver of that difference is? Why are you not seeing that spread compression? Is it a function of these relationships that are coming over and the hiring that is bringing it over, and you are not competing as aggressively for it? Why do you see that that is not showing up in terms of these numbers?

Yeah, John, it is a great question. I said it earlier, I think we compete on a different value proposition. We are winning business based on providing distinctive service and effective advice, and that is built through trusted relationships. Our bankers are not doing the same level of prospecting that you may see at other institutions because we have an opportunity to consolidate the portfolios of the bankers that they bring over when they join the firm. They have already built a relationship. They are not having to go and win a new relationship based on leading with a low price. They are leading with that value that they have often provided in the historical relationship. I think that is a big part of it, and it cannot be underestimated. Number two, I think our team has a good pricing rigor. We all are owners of this company.

Everyone has equity, everyone is on the same incentive plan, and they understand how pricing loans and pricing deposits have an impact on the bottom line in helping us to achieve our big, hairy, audacious goal. I think people are motivated to pricing loans fairly and not just relying on rate to win a new piece of business.

Okay. Thanks, Kevin. I appreciate it. In speaking with investors, part of your discount multiple versus the peers, is mainly around concerns around how you're going to fund the loan growth to meet how you're going to drive deposits to meet the funding of the loan growth and what it means for your net interest income. This quarter, you did temper your margin guide. Your total revenue guide is unchanged despite bumping up the fee guide. Some could say that there's a modest downside bit of pressure on the NII growth expectation. Can you just discuss your confidence in your outlook here on NII, and that this modest adjustment that we see this quarter is a de-risking? How do you dispel any of the concerns out there that there could be more revisions to come as you look at this outlook?

Yeah, John, I guess what I would say is just look at the performance. We are doing what we need to do for today by maintaining pricing discipline, both on loans and deposits. We're delivering on the growth. We're delivering on the hiring great bankers across the footprint that'll deliver tomorrow's growth. It's just whatever KPI you want to look at as far as, is this sustainable? Is this repeatable? I believe we're delivering you proof points. To be clear, we are two quarters in on this merger, and there are not so many proof points we can deliver. We intend to continue driving this performance. That's why we laid out more specifics this quarter than we have in the past, and we will continue to be as transparent as we can to give confidence in that outlook.

We believe that this does de-risk external perceptions of our outlook going forward. We believe that the enhanced disclosures are useful, and hopefully helps you all see what we see internally. For us, what we're going to do, we're going to leave here today and go back to the team and keep doing what we have been doing. We're going to grow the business by doing the same thing we did yesterday, the same thing we're going to do tomorrow, at the right spread, at the right deposit cost, and it is sustainable. To be clear, that incremental growth, when you're growing where we are in 2026, the incremental growth does come with higher cost funding. Again, it comes with very little expense. In the one line of the income statement of NII, it is less incremental NII.

When you look at PPNR, you get it back through lower expense. For the shareholder, you're getting these earnings back in PPNR. I think that's the message. We're going to keep delivering, we're going to keep each quarter coming to you and sharing that. That's how we look at the world. We think that's where the shareholder value is. That's our plan, is just to keep doing that.

John, to Jamie's point, go back and look at the waterfall and what Jamie said earlier. What drove the NIM compression this quarter was not the growth model. It was deposits were up one basis point, and that's total cost of deposits. As Jamie said, there's modest headwinds when you grow. That's not the main factor here. We are acclimating into being a Cat IV bank. You see debt issuance, you see building cash and securities. That at some point is going to be done. I also would arc to what Jamie's been saying all year, which is there's a floor here of 330 because that's what the going-on rates would be over time. We're not talking about a NIM that's in free fall. We're talking about a NIM that's moderating, and as Jamie mentioned earlier, that's still contributing high single-digit NIIs.

I know everyone has to focus on different components, I look at NII as a component of an outcome, the outcome is growth in revenue and growth in NII, that's what we're focused on.

Great. Thank you for all the detail.

Thank you. Your next question's coming from Michael Rose from Raymond James. Your line is live.

Hey, good morning, guys. Thanks for taking my questions. Kevin, obviously the hiring continues at a pretty rapid clip. I think one of the things that I hear from investors is there that many good lenders to hire year in, year out? Obviously, Pinnacle has done that for a long period of time, but there is kind of the law of large numbers, and there's a lot more hiring activity in and around your markets than there has been in many years. What would you say to some of the skeptics out there? Thanks.

The same thing that Terry has said for years, and I'll reiterate, is it's a cycle that builds on itself, Michael. When you hire a revenue producer, they bring a Rolodex with them, and they talk to our team about which team members need to join with them. What you see when we hire is it's not one individual. It generally comes with two and three and four. The best marketing tool we can have is when they come over here and they're able to call the folks back at their previous employer and say that it is exactly what they were promised. It's a great environment. It offers them the autonomy and the ability and empowerment to serve their clients the way they want to do it. Absolutely, there are enough bankers to continue to add. You just listen to our prepared remarks today.

We had 34 individuals that have already signed on in July. It's not slowing down. It's picking up. When you add more people, we're up about 13% year-over-year on a combined basis. It just gives us a better pipeline of talent to be able to continue to hire.

Very helpful. Appreciate the color. Maybe just one quick one on loan growth. Looks like the SNC balances were up fairly meaningfully this quarter, about 12.5% of the book. What's the comfort level there? It did look like the percentage that you agent went up as well, so I think that's important. What's the comfort level in terms of size or percentage of the book as we think about the next couple of years? Thanks.

It's not an area of growth for us. There are a couple of things happen there. To your point, we did have some lead arranger fees this quarter. As we go up market and we're playing in that space, you're going to see more deals there where we're leading. Our lead arranger fees were up significantly over historical levels and quarter-on-quarter. That's what you're seeing there. We also have some large payoffs coming in the second half of the year, and we prefunded some of those with some other SNCs. Just I would look at second quarter more as an anomaly, and we've always said that that portfolio would represent less than 10% of the total loans, and that's not something that you would see as change.

All right. I'll step back. Thanks for taking my questions.

Thank you.

Thank you. Your next question's coming from Bernard von Gizycki from Deutsche Bank. Your line is live.

Hey, guys. Good morning. On credit, it was stable. Kevin, you mentioned the reserve on new production is coming in lower than the portfolio as a whole, which drove the ACL ratio lower. Are you targeting higher quality assets? What's driving the change? Just thoughts on reserve growth through the rest of the year.

I don't know if we're targeting higher quality assets. I just think that where our production has been has resulted in production in asset classes that just are carrying a lower lifetime loss. It's really just right down the middle of the fairway. As I mentioned earlier, some of our geography is just doing core C&I lending. It's our specialty areas. We had great growth in our structured lending division this quarter, which carries low-risk weightings. It's more of just doing what we do best. It's going down the middle and not having to stretch on either price or credit to generate growth.

Maybe just a follow-up. On the $130 million of revenue synergies, can you just give some updates on how that's progressing and any update on how much is expected in 2026?

Yeah. We've said in the past, we felt like given that we're on separate systems this year, we had targeted roughly $20 million of revenue recognition from those synergies. Through June, we're right at 50%. Most of the revenue synergies have come in through our capital markets platform. I mentioned earlier with Michael's question, we've expanded our syndication capabilities, and that's resulted in more joint lead arranger fees. We've also expanded on the FX side. We've seen expansions on hedging, which has driven some of the growth. We've used a little bit of our hold limits. I think that's generated almost $1 million of incremental revenue. And some of our new specialties, like equipment finance, are generating synergy. We're right around $10 million year-to-date. We're on track to deliver the $20 million.

The real value will come once we're all on the same platform, and that will come in conversion in March of 2027. No, we're right on track, and there's nothing we're seeing there that makes us feel as if that original $130 million is not attainable.

Great. Thanks for taking my questions.

Yes.

Thank you. Your next question's coming from Jared Shaw from Barclays. Your line is live.

Hey, good morning. Thanks.

Hey.

Hey, I guess just sticking on that prior topic, after the systems conversion, which I know is the main focus now, has there been any thoughts of new tech initiatives or investments that you've started thinking about over the last quarter or so, just given some of the potential benefits from AI out there?

Jared, number one, we're leveraging AI internally. We have almost 20 AI engineers that we employ. We've rolled out technology and capabilities to 40 power users across the franchise. Those individuals are using the tools to become more efficient, to add capacity, and to generate, I think, new sources of revenue down the road. I would also tell you that we're relying a lot on our strategic business partners, the people that provide our technology solutions. They are generating new sources of revenue for us from AI. We deployed something two years ago on our consumer platform where we have AI insights that go both to our clients and to our advisors, where they're given insights on clients' behaviors. That generally leads to opportunities for a conversation, and in some situations, a sale.

If you ask me today, we've always talked about we've got to convert, then we'll innovate. The innovation lens that we'll have, you'll see us spend a lot on the commercial treasury side. I think there's a lot to do with payments, payment portals. We're working on things that will make our clients' life easier, including ERP integration. We're looking at things that will add to our client efficiency initiatives, whether that's back office efficiencies, receivables, payables, things like that. To me, the key is continuing to focus on the things our clients want. We're asking, what are the capabilities? What are the functionalities that you desire? That's what's going to show up on our roadmap.

I don't think you're going to see us go out there and create new business units, but I think you'll see us focus on how do we deepen relationships with adding technology and capabilities, and AI is going to be a big component of that.

Okay, thanks. Maybe shifting back to the growth and the loan growth and the revenue producer growth. You all have hired so many people over the last few years. Are you starting to see the donor banks change their behavior, doing anything to try to more actively retain those employees or those clients? I hear you're not competing on price, but are you seeing any other ways that other banks are trying to react to what you're doing?

I think it's always been competitive, and I think the banks are responding maybe in ways they always have. Maybe it's just the magnitude of how they do it, whether it's offering pay to stays or giving equity. I think with clients, I've always said that the challenge with moving clients over to the bank, especially on the commercial side, is how tied in people's cash management systems are to their ERPs, to their payroll system. The biggest impediment for moving clients isn't really, I think, the bank doing something differently. It's how tied in technology has made the relationship. It just means we have to work harder to be able to convince someone that it's worth making that switch and converting their systems. It's the traditional defensive mechanisms. They're offering their bankers more money to stay.

The argument there is they didn't offer to you before. They only offered to you after you were leaving. In many cases, the team member's going to go ahead and leave. Yes, we've had situations where people have accepted and then reneged on the offer just based on things like that. Again, look at the numbers. We're up 13% year-over-year, 124 revenue producers. We're on track to do 250, which will be a record level. It hasn't slowed us down.

Great. Thanks.

Thank you. Your next question's coming from Anthony Elian from JPMorgan. Your line is live.

Hi, everyone. Jamie, on fee income, you listed the outlook. Can you talk to us about where you expect the step-up in fees to occur in the second half outside of BHG?

Yeah. Great question, Tony. As we look at the second half, we do see continued growth across the board. What I would point to as far as a step-up, I would largely point to our wealth business. We expect to see that increase in revenue fairly strongly as we look into the second half of the year. Beyond that, core banking fees should have steady increases as we go quarter-by-quarter. Capital markets has very strong momentum. We expect to see that continue. We have the inflection with BHG that I described earlier, but I would say the bigger quarter-on-quarter increases will largely come from core banking fees and wealth management.

Thank you. On capital, do you still expect to get to the 1,025 CET1 target by the end of this year? What's the timing on that? Thank you.

It's a great question. It's hard to know exactly where we will land on that, but here's how I would think about it. Each quarter, we generate about 30 basis points of capital before risk-weighted asset increases. It really depends on how our growth comes through in the second half of the year. If we grow a couple billion dollars in loans each quarter in the second half of the year, that's going to consume 15-20 basis points of that 30, and the rest will drop to capital accretion. Do we get to 1,025 in the second half of the year? I don't know if we get there by 12/31, but we should be trending the right direction.

Now that being said, if growth comes in faster, if the right growth is there, again, we're not competing on price or structure then that will slow that accretion down. We do expect to see material accretion in the second half of the year. I'll remind you that the Fed NPR is out there as well, and that should give us another 40 basis points of capital on top of that, and we expect that in 2027. When you think about capital targets in the world of the new Fed NPR.

That changes how you can look at it because, in our opinion, AOCI is countercyclical. You have to revisit your targets and think about where you want capital ratios to be post-implementation of the Fed NPR. There are a lot of moving parts, but I would say we expect continued strong capital accretion getting to our target. The Fed NPR will be a positive. We're looking forward to implementation of that, and then we'll be where we expect to be.

Thank you.

Thank you. Your next question's coming from David Chiaverini from Jefferies. Your line is live.

Hi. Thanks for taking the questions. Wanted to ask about rate sensitivity. No Fed actions are assumed in your guide. What's the impact on NII or NIM in the quarters following a rate hike?

It's largely neutral. To be clear, our sensitivity, we've actually balanced more since last quarter, I believe that we're really neutral to the front end of the curve. I would say it's immaterial to us. As you're aware, our balance sheet is naturally asset sensitive. To get to a spot of neutrality at the front of the curve, we have hedges in place. If you go out and you look at year two and year three, that asset sensitivity just naturally comes back as hedges roll off. I would say to the front of the curve, we're neutral. In a multi-year period, you would see asset sensitivity. To the belly and long in the curve, we remain asset sensitive.

Thank you for that. On your ROTCE target, 18% is what you guys are looking for out in 2027. You're nearly there at adjusted 17.7%. Is this kind of the steady state level? Could there be upside as you progress through the merger?

As we look at return on tangible, as we discussed earlier, we believe that the impact of growth on return on tangible is neutral. We are putting assets on the book that'll drop to the bottom line, and we expect return on tangible to be stable. We're at 17.7% right now. The only caveat I would give to that is as we accrete capital, as I just discussed over the next few quarters or couple quarters to get to our target, that will be a slight headwind to return on tangible. There's no impact to return on tangible for the growth. There is a slight headwind due to growing absolute levels of capital.

Going forward, once we achieve our objectives on capital target, that's when we'll be balanced on share repurchases, things like that, and that's where you should expect to see maybe a little bit of a tailwind there.

Very helpful. Thank you.

Thank you. Your next question is coming from Janet Lee from TD Cowen. Your line is live.

Good morning.

Morning.

Morning.

For your deposit growth, somewhere in the $6.5 billion range in the second half of 2026. You talked about broker deposits are likely going to increase maybe $1.5 billion-$2 billion of seasonal. As you look at the composition of that expected growth in the second half, should we think about the mix as pretty much the same as what you have, like 20% NIB, or how should we think about the totality of the composition of the deposit growth?

If you look at the mix of our deposits, and these comments are based on a combined basis for prior year, it is really stable. 20%-21% NIB. You have approximately a third of the book is money market and similar amount is NOW accounts. We expect that to continue. As we look into the second half of the year, we think that that core deposit growth will come in at pretty similar levels as where we are today.

The only thing I'd say, Janet, is we've really leaned a little more into money market versus time deposits. Those don't have a significantly different rate paid there, but you'll see greater growth in money market this year than you would've seen in time. To Jamie's point, all the other categories are growing roughly at a similar rate.

Got it. Sorry to beat on a dead horse, but where do you currently stand in terms of deposit pricing? Are you around the middle of the pack in your markets or based on your comments, as you're obviously growing much faster than peers, is it fair to say you will be willing to be a little bit above the market on pricing as long as it's accretive to NII? Maybe if you could give us a spot rate on interest-bearing deposit costs versus 269, that would be helpful. Thank you.

Yeah. As we look at the competitive landscape, we all kind of use the similar pricing service. We believe that we are in line with others and not especially an outlier on deposit pricing. From time to time, there are markets where you may have a special rate, but in large part, we're not an outlier on deposit costs. It kind of circles back to the prior conversation where our deposit production coming in the 250s is similar as our prior quarters. We've been very stable in those rates, so we're not doing anything different than what we have done in the past. So those have been very stable. We think we're kind of middle of the pack. That's where we are. Then you asked a question on interest-bearing. On interest-bearing deposit costs, we were up 1 basis point, and it's right at 253.

I should just say, when you look at, you asked where do we stack up relative to our competition, Janet. Jamie was right on the production. You look at it relative to our peers, we would show a little higher. Part of that, just remember that about 70% of our mix is commercial. We have less consumer deposits, so that's why our rate paid is going to be a little higher than some of our peers, especially as we enter the Category IV comparisons where you have folks that have bigger branch networks. I would argue that within each peer set amongst the liability classes, we're very competitive, but kind of middle of the pack.

Janet, that interest-bearing number was interest-bearing core.

Oh, okay. It's not apples to apples to 269?

Yeah. That's right. That total interest bearing is 269.

Oh, okay. What was it in the second quarter for the core?

253.

Okay. Thank you.

Thank you. Your next question's coming from Christopher Marinac from Brean Capital. Your line is live.

Hey, thanks for taking all of our questions this morning. Jamie, just want to go back to the capital discussion from a few minutes ago. Where do share repurchases in 2027 land? Is that a possibility, or is the growth really going to cover how you manage that?

It's absolutely a possibility. As we look to 2027 and the capital accretion we're seeing so far in 2026, and we expect to see for the rest of the year, is part of the plan. As we look forward, we believe that the earnings generation of this company will be strong enough to sustain both really strong best-in-class loan growth as well as capital actions to help balance capital ratios. Again, we feel we're very comfortable where we are. As we look forward, we think that longer-term capital planning will be balanced as far as core organic growth and then capital management actions led by share repurchases.

Great. Thanks for reiterating that. Again, thanks for having us to call this morning.

Thanks, Chris.

Thank you. Your next question's coming from Catherine Mealor from KBW. Your line is live.

Thanks. Good morning.

Good morning, Catherine.

I wanted to just circle back one thing on just the average earning assets and the cash build this quarter. You mentioned, Jamie, part of that happened really late in the quarter, late in June. If we look at that $7.6 billion in cash kind of exiting the quarter, how do we think about what that looks like over the next couple quarters? It feels like a lot of that build was in June. Can you give us a little bit of color on what you expect for the pace of that build over the back half of the year?

In cash itself, I actually would not expect a build in the second half of the year. You should expect to see average cash balances be somewhat consistent to the second quarter, but I would probably give a range of $4 billion-$4.5 billion for cash balances in the second half of the year.

That's a $4 billion-$4.5 billion relative to the $6 billion that you have in the second quarter?

To the end of period, yeah. Relative to the $4.5 billion average for the second quarter.

Got it. Okay. You're saying the average will not expand to where you were at an end of period basis. From an end of period basis, you're going to come back down.

Exactly.

Got it. Okay. That's helpful. Maybe turning to expenses. I think the lower expenses this quarter was great, but I know from your guide, that's going to be increasing over the back half of the year. Can you give us a sense, I know we're not to 2027 yet, but any kind of updates on how you're thinking about the expense growth into 2027 and just what that means from both impact from recent hires and then the impact of cost savings? It feels like cost savings are coming in a little bit better than expected so far this year, and just curious what that means for next year. Thanks.

The deal synergies are coming in as planned. We're going to achieve our 40% target for this year, and we're on track for 75% next year. We feel really good about our prior commitments there. What I would say is, when you look to next year, just assume high single-digit expense growth driven by continued hiring, continued winning, and bringing over experienced team members, then subtract out the incremental synergies, which is the 35% of the 250. That's how we look at 2027. For the rest of this year, you're right, expenses will increase a little bit in the third quarter. We will see a slight increase. A part of that's driven by BHG, part of that's driven by personnel costs. The combination of those two is a $20 million quarter-on-quarter increase heading into the third quarter.

We'll see expenses increase here in the second half of the year. Again, we expect strong positive operating leverage in 2027, and we'll give more color on that as we get later in the year.

Okay. Helpful. Actually, can I just do one more on the balance sheet? I'm just playing with this. If I'm not going to take my cash to where you were end of period, does that mean borrowings on an end of period basis will also come down from that level into next quarter?

From end of period, yes.

Yes. Okay. Helpful. Thank you.

Thank you. This concludes our question-and-answer session. I'd now like to turn the conference back over to Kevin Blair for any closing remarks.

Thank you, Matthew. Tomorrow marks one year from the announcement of our combination and a little over six months since we've closed. On our original call, we said we were creating the Southeastern growth champion. What I'm most pleased about is pretty simple. We are executing and delivering on what we said we would. This is scale with the soul in practice. I want to make sure that doesn't get lost in the quarter-to-quarter noise. We are delivering strong results. EPS and revenue are growing at a significant pace driven by strong balance sheet and core client fee income momentum. Credit is strong, capital is building, team member retention is high, and others are joining at an elevated pace. Best of all, the most recent industry surveys point to clients and prospects saying they want to do more business with Pinnacle, more so than any of our peers.

The leverage points of this proven model are working, and it comes down to strong execution by 8,500 passionate team members. So to each of you, again, thank you. We have real runway ahead, and it involves taking share one quarter, one client, and one banker at a time. As our Founder and Chairman, Terry Turner, has said for 25 years, the energy in this firm is about advancing the ball and moving forward. We intend to keep doing exactly that. Thanks for listening in today and your continued interest. With that, Matthew, we will conclude today's call.

Thank you for joining us today. That concludes the Pinnacle Financial Partners' second quarter 2026 earnings call. Have a good day.