Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-31225 | |
Entity Registrant Name | Pinnacle Financial Partners Inc. | |
Entity Incorporation, State or Country Code | TN | |
Entity Tax Identification Number | 62-1812853 | |
Entity Address, Address Line One | 150 Third Avenue South, Suite 900 | |
Entity Address, City or Town | Nashville, | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37201 | |
City Area Code | (615) | |
Local Phone Number | 744-3700 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 76,743,428 | |
Entity Central Index Key | 0001115055 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Noncumulative Preferred Stock [Member] | ||
Cover [Abstract] | ||
Title of 12(b) Security | Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B) | |
Trading Symbol | PNFPP | |
Security Exchange Name | NASDAQ | |
Document Information [Line Items] | ||
Title of 12(b) Security | Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B) | |
Trading Symbol | PNFPP | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Cover [Abstract] | ||
Title of 12(b) Security | Common Stock, par value $1.00 | |
Trading Symbol | PNFP | |
Security Exchange Name | NASDAQ | |
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $1.00 | |
Trading Symbol | PNFP | |
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets [Abstract] | ||
Cash and noninterest-bearing due from banks | $ 209,255 | $ 268,649 |
Restricted cash | 13,049 | 31,447 |
Interest-bearing due from banks | 2,597,172 | 877,286 |
Federal funds sold and other | 0 | 0 |
Cash and cash equivalents | 2,819,476 | 1,177,382 |
Securities purchased with agreement to resell | 509,872 | 513,276 |
Debt Securities, Available-for-sale | 3,825,203 | 3,558,870 |
Securities held-to-maturity (fair value of $2.8 billion and $2.7 billion, net of allowance for credit losses of $1.9 million and $1.6 million at March 31, 2023 and Dec. 31, 2022, respectively) | 3,053,628 | 3,079,050 |
Consumer loans held-for-sale | 58,758 | 42,237 |
Commercial loans held-for-sale | 23,087 | 21,093 |
Loans | 30,297,871 | 29,041,605 |
Less allowance for credit losses | (313,841) | (300,665) |
Loans, net | 29,984,030 | 28,740,940 |
Premises and equipment, net | 354,713 | 327,885 |
Equity method investment | 438,303 | 443,185 |
Accrued interest receivable | 143,965 | 161,182 |
Goodwill | 1,846,973 | 1,846,973 |
Core deposits and other intangible assets | 32,761 | 34,555 |
Other real estate owned | 7,802 | 7,952 |
Other assets | 2,021,016 | 2,015,441 |
Total assets | 45,119,587 | 41,970,021 |
Deposits: | ||
Noninterest-bearing | 9,018,439 | 9,812,744 |
Interest-bearing | 8,944,353 | 7,884,605 |
Savings and money market accounts | 14,136,850 | 13,774,534 |
Time | 4,078,911 | 3,489,355 |
Total deposits | 36,178,553 | 34,961,238 |
Securities sold under agreements to repurchase | 149,777 | 194,910 |
Federal Home Loan Bank advances | 2,166,508 | 464,436 |
Subordinated debt and other borrowings | 424,276 | 424,055 |
Accrued interest payable | 31,728 | 19,478 |
Other liabilities | 484,617 | 386,512 |
Total liabilities | 39,435,459 | 36,450,629 |
Shareholders' equity: | ||
Preferred stock, no par value, 10.0 million shares authorized; 225,000 shares non-cumulative perpetual preferred stock, Series B, liquidation preference $225.0 million, issued and outstanding at March 31, 2023 and Dec. 31, 2022, respectively | 217,126 | 217,126 |
Common stock, par value $1.00; 180.0 million shares authorized; 76.7 million and 76.5 million shares issued and outstanding at March 31, 2023 and Dec. 31, 2022, respectively | 76,739 | 76,454 |
Additional paid-in capital | 3,079,020 | 3,074,867 |
Retained earnings | 2,458,006 | 2,341,706 |
Accumulated other comprehensive loss, net of taxes | (146,763) | (190,761) |
Total shareholders' equity | 5,684,128 | 5,519,392 |
Liabilities and Equity | $ 45,119,587 | $ 41,970,021 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Securities held-to-maturity, fair value | $ 2,788,713 | $ 2,744,946 |
Allowance for credit losses - securities held-to-maturity | $ (1,907) | $ (1,608) |
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 225,000 | 225,000 |
Preferred stock, shares outstanding (in shares) | 225,000 | 225,000 |
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | $ 1,000 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 180,000,000 | 180,000,000 |
Common stock, shares issued (in shares) | 76,739,000 | 76,454,000 |
Common stock, shares outstanding (in shares) | 76,739,000 | 76,454,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Interest income: | ||
Loans, including fees | $ 431,902 | $ 227,047 |
Securities: | ||
Taxable | 29,358 | 11,048 |
Tax-exempt | 23,802 | 17,446 |
Federal funds sold and other | 20,977 | 3,076 |
Total interest income | 506,039 | 258,617 |
Interest expense: | ||
Deposits | 176,589 | 10,250 |
Securities sold under agreements to repurchase | 595 | 56 |
Federal Home Loan Bank advances and other borrowings | 16,624 | 8,836 |
Total interest expense | 193,808 | 19,142 |
Net interest income | 312,231 | 239,475 |
Provision for credit losses | 18,767 | 2,720 |
Net interest income after provision for credit losses | 293,464 | 236,755 |
Noninterest income: | ||
Total noninterest income | 89,529 | 103,496 |
Noninterest expense: | ||
Salaries and employee benefits | 135,708 | 121,852 |
Equipment and occupancy | 30,353 | 25,536 |
Other real estate expense, net | 99 | 105 |
Marketing and other business development | 5,942 | 3,777 |
Postage and supplies | 2,819 | 2,371 |
Amortization of intangibles | 1,794 | 1,871 |
Other noninterest expense | 35,012 | 27,149 |
Total noninterest expense | 211,727 | 182,661 |
Income before income taxes | 171,266 | 157,590 |
Income tax expense | 33,995 | 28,480 |
Net income | 137,271 | 129,110 |
Preferred stock dividends | (3,798) | (3,798) |
Net income available to common shareholders | $ 133,473 | $ 125,312 |
Per share information: | ||
Basic net income per common share | $ 1.76 | $ 1.66 |
Diluted net income per common share | $ 1.76 | $ 1.65 |
Weighted average common shares outstanding: | ||
Basic | 75,921,282 | 75,654,986 |
Diluted | 76,042,328 | 75,930,372 |
Service charges on deposit accounts | ||
Noninterest income: | ||
Total noninterest income | $ 11,718 | $ 11,030 |
Investment services | ||
Noninterest income: | ||
Total noninterest income | 11,595 | 10,691 |
Insurance sales commissions | ||
Noninterest income: | ||
Total noninterest income | 4,464 | 4,036 |
Gain on mortgage loans sold, net | ||
Noninterest income: | ||
Total noninterest income | 2,053 | 4,066 |
Investment losses on sales, net | ||
Noninterest income: | ||
Total noninterest income | 0 | (61) |
Trust fees | ||
Noninterest income: | ||
Total noninterest income | 6,429 | 5,973 |
Income from equity method investment | ||
Noninterest income: | ||
Total noninterest income | 19,079 | 33,655 |
Other noninterest income | ||
Noninterest income: | ||
Total noninterest income | $ 34,191 | $ 34,106 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 137,271 | $ 129,110 |
Other comprehensive gain (loss), net of tax: | ||
Change in fair value on available-for-sale securities, net of tax | 37,446 | (134,895) |
Change in fair value of cash flow hedges, net of tax | 11,978 | 0 |
Accretion of net unrealized gains on securities transferred from available-for-sale to held-to-maturity, net of tax | (2,950) | (980) |
Net gain on cash flow hedges reclassified from other comprehensive income into net income, net of tax | (2,476) | (2,509) |
Net loss on sale of investment securities reclassified from other comprehensive income into net income, net of tax | 0 | 45 |
Total other comprehensive gain (loss), net of tax | 43,998 | (138,339) |
Total comprehensive income (loss) | $ 181,269 | $ (9,229) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | AOCI Attributable to Parent |
Common Stock, Dividends, Per Share, Cash Paid | $ 0.22 | |||||
Preferred Stock, Dividends, Per Share, Cash Paid | $ 16.88 | |||||
Balance at Dec. 31, 2021 | $ 5,310,607 | $ 217,126 | $ 76,143 | $ 3,045,802 | $ 1,864,350 | $ 107,186 |
Balance (in shares) at Dec. 31, 2021 | 76,143,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of employee common stock options & related tax benefits | (130) | $ (6) | (124) | |||
Exercise of employee common stock options and related tax benefits (in shares) | 6,000 | |||||
Preferred dividends paid | (3,798) | (3,798) | ||||
Common dividends paid | (16,976) | (16,976) | ||||
Issuance of restricted common shares, net of forfeitures | 0 | $ 158 | (158) | |||
Issuance of restricted common shares, net of forfeitures (in shares) | 158,000 | |||||
Restricted shares withheld for taxes & related benefits | (3,771) | $ (35) | (3,736) | |||
Restricted shares withheld for taxes (in shares) | (35,000) | |||||
Issuance of common stock pursuant to restricted stock unit agreement, net of shares withheld for taxes & related tax benefits | 5,461 | $ (105) | 5,566 | |||
Issuance of common stock pursuant to restricted stock unit agreement, net of shares withheld for taxes and related tax benefit (in shares) | (105,000) | |||||
Stock-based compensation expense | 9,448 | 9,448 | ||||
Net income | 129,110 | 129,110 | ||||
Other comprehensive income (loss) | (138,339) | (138,339) | ||||
Balance at Mar. 31, 2022 | $ 5,280,950 | 217,126 | $ 76,377 | 3,045,914 | 1,972,686 | (31,153) |
Balance (in shares) at Mar. 31, 2022 | 76,377,000 | |||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.22 | |||||
Preferred Stock, Dividends, Per Share, Cash Paid | $ 16.88 | |||||
Balance at Dec. 31, 2022 | $ 5,519,392 | 217,126 | $ 76,454 | 3,074,867 | 2,341,706 | (190,761) |
Balance (in shares) at Dec. 31, 2022 | 76,454,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of employee common stock options & related tax benefits | (960) | $ (40) | (920) | |||
Exercise of employee common stock options and related tax benefits (in shares) | 40,000 | |||||
Preferred dividends paid | (3,798) | (3,798) | ||||
Common dividends paid | (17,173) | (17,173) | ||||
Issuance of restricted common shares, net of forfeitures | 0 | $ 193 | (193) | |||
Issuance of restricted common shares, net of forfeitures (in shares) | 193,000 | |||||
Restricted shares withheld for taxes & related benefits | (3,076) | $ (41) | (3,035) | |||
Restricted shares withheld for taxes (in shares) | (41,000) | |||||
Issuance of common stock pursuant to restricted stock unit agreement, net of shares withheld for taxes & related tax benefits | 3,645 | $ (93) | 3,738 | |||
Issuance of common stock pursuant to restricted stock unit agreement, net of shares withheld for taxes and related tax benefit (in shares) | (93,000) | |||||
Stock-based compensation expense | 10,199 | 10,199 | ||||
Net income | 137,271 | 137,271 | ||||
Other comprehensive income (loss) | 43,998 | 43,998 | ||||
Balance at Mar. 31, 2023 | $ 5,684,128 | $ 217,126 | $ 76,739 | $ 3,079,020 | $ 2,458,006 | $ (146,763) |
Balance (in shares) at Mar. 31, 2023 | 76,739,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities: | ||
Net income | $ 137,271 | $ 129,110 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Net amortization/accretion of premium/discount on securities | 15,110 | 16,048 |
Depreciation, amortization and accretion | 20,429 | 14,367 |
Provision for credit losses | 18,767 | 2,720 |
Gain on mortgage loans sold, net | (2,053) | (4,066) |
Investment losses on sales, net | 0 | 61 |
Gain on other equity investments, net | 2,360 | 1,710 |
Stock-based compensation expense | 10,199 | 9,448 |
Deferred tax expense | 20,690 | 15,680 |
Losses (gains) on dispositions of other real estate and other investments | 47 | (20) |
Gain on remeasurement of previously held noncontrolling interest | 0 | (5,500) |
Income from equity method investment | (19,079) | (33,655) |
Dividends received from equity method investment | 23,961 | 12,232 |
Excess tax benefit from stock compensation | (277) | (2,639) |
Gain on commercial loans sold, net | (53) | (488) |
Decrease in other assets | 44,525 | 33,554 |
Increase (decrease) in other liabilities | 109,102 | (98,465) |
Net cash provided by operating activities | 359,870 | 52,115 |
Activities in securities available-for-sale: | ||
Purchases | (223,495) | (45,579) |
Sales | 0 | 2,866 |
Maturities, prepayments and calls | 29,216 | 93,330 |
Activities in securities held-to-maturity: | ||
Purchases | 0 | (374,043) |
Maturities, prepayments and calls | 17,883 | 15,391 |
Proceeds from Securities Purchased under Agreements to Resell | 3,404 | |
Net decrease (increase) in securities purchased under agreements to resell | (332,753) | |
Increase in loans, net | (1,266,114) | (1,062,733) |
Purchases of software, premises and equipment | (35,513) | (10,072) |
Proceeds from sales of software, premises and equipment | 418 | 172 |
Proceeds from sale of other real estate | 253 | 319 |
Purchase of bank owned life insurance policies | 0 | (75,000) |
Purchase of FHLB stock, net | (37,065) | |
Purchase of FHLB stock, net | 0 | |
Acquisition, net of cash acquired | 0 | 30,415 |
Increase in other investments, net | (52,148) | (18,777) |
Net cash used in investing activities | (1,563,161) | (1,837,294) |
Financing activities: | ||
Net increase in deposits | 1,217,323 | 995,940 |
Net increase (decrease) in securities sold under agreements to repurchase | (45,133) | 66,971 |
Federal Home Loan Bank: Advances | 2,175,000 | 0 |
Federal Home Loan Bank: Repayments/maturities | (475,000) | 0 |
Repayments of other borrowings | 0 | (29,547) |
Principal payments of finance lease obligation | (73) | (67) |
Issuance of common stock pursuant to RSU and PSU agreements, net of shares withheld for taxes | (3,645) | (5,461) |
Exercise of common stock options, net of shares surrendered for taxes | (2,116) | (3,641) |
Common stock dividends paid | (17,173) | (16,976) |
Preferred stock dividends paid | (3,798) | (3,798) |
Net cash provided by financing activities | 2,845,385 | 1,003,421 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 1,642,094 | (781,758) |
Cash, cash equivalents, and restricted cash, beginning of period | 1,177,382 | 4,101,539 |
Cash, cash equivalents, and restricted cash, end of period | 2,819,476 | 3,319,781 |
Commercial Loan | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Loans held-for-sale originated | (106,007) | (111,411) |
Loans held-for-sale sold | 104,066 | 94,201 |
Consumer Loan | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Loans held-for-sale originated | (299,238) | (417,668) |
Loans held-for-sale sold | $ 284,770 | $ 400,316 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1. Summary of Significant Accounting Policies Nature of Business — Pinnacle Financial Partners, Inc. (Pinnacle Financial) is a financial holding company whose primary business is conducted by its wholly-owned subsidiary, Pinnacle Bank. Pinnacle Bank is a commercial bank headquartered in Nashville, Tennessee. Pinnacle Financial completed its acquisitions of CapitalMark Bank & Trust (CapitalMark), Magna Bank (Magna), Avenue Financial Holdings, Inc. (Avenue), BNC Bancorp (BNC) and Advocate Capital, Inc. (Advocate Capital) on July 31, 2015, September 1, 2015, July 1, 2016, June 16, 2017 and July 2, 2019, respectively. Pinnacle Bank also holds a 49% interest in Bankers Healthcare Group, LLC (BHG), a company that primarily serves as a full-service commercial loan provider to healthcare and other professional practices but also makes consumer loans for various purposes. The investment in BHG previously held by Pinnacle Financial was contributed to Pinnacle Bank effective September 30, 2022. Pinnacle Bank provides a full range of banking services, including investment, mortgage, insurance, and comprehensive wealth management services, in its 17 primarily urban markets and their surrounding communities. On March 1, 2022, Pinnacle Bank acquired the remaining 80% outstanding membership interest of JB&B Capital, LLC (JB&B) for a cash price of $32.0 million. JB&B is a commercial equipment financing business headquartered in Knoxville, TN. Pinnacle Bank had previously acquired 20% of JB&B in 2017. Pinnacle Financial accounted for the acquisition of JB&B under the acquisition method in accordance with ASC Topic 805. Accordingly, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed as of the date of the acquisition. Determining the fair value of assets and liabilities, particularly illiquid assets and liabilities, is a complicated process involving significant judgment regarding estimates and assumptions used to calculate estimated fair value. At the acquisition date, JB&B's net assets were recorded at a fair value of $12.9 million, consisting mainly of loans and leases receivable. JB&B's $29.5 million of indebtedness was also paid off in connection with consummation of the acquisition. The preexisting noncontrolling interest of JB&B held by Pinnacle Bank was remeasured at a fair value of $8.0 million on the acquisition date resulting in a gain on remeasurement of $5.5 million that was recorded in other noninterest income during the three months ended March 31, 2022. The purchase price allocations for the acquisition of JB&B were finalized during the first quarter of 2023. Basis of Presentation — The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles (U.S. GAAP). All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods covered by the report have been included. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes appearing in Pinnacle Financial's Annual Report on Form 10-K for the year ended December 31, 2022 (2022 10-K). These consolidated financial statements include the accounts of Pinnacle Financial and its wholly-owned subsidiaries. Certain statutory trust affiliates of Pinnacle Financial, as noted in Note 11. Other Borrowings are included in these consolidated financial statements pursuant to the equity method of accounting. Significant intercompany transactions and accounts are eliminated in consolidation. Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term include the determination of the allowance for credit losses and determination of any impairment of goodwill or intangible assets. It is reasonably possible Pinnacle Financial's estimate of the allowance for credit losses and determination of impairment of intangible assets could change as a result of the uncertainty in current macroeconomic conditions. The resulting change in this estimate could be material to Pinnacle Financial's consolidated financial statements. There have been no significant changes to Pinnacle Financial's significant accounting policies as disclosed in the 2022 10-K. Cash Flow Information — Supplemental cash flow information addressing certain cash and noncash transactions for the three months ended March 31, 2023 and 2022 was as follows (in thousands): For the three months ended 2023 2022 Cash Transactions: Interest paid $ 181,254 $ 22,772 Income taxes paid, net 5,121 625 Operating lease payments 4,700 3,819 Noncash Transactions: Loans charged-off to the allowance for credit losses 14,022 6,512 Loans foreclosed upon and transferred to other real estate owned 150 — Available-for-sale securities transferred to held-to-maturity portfolio — 1,059,737 Right-of-use asset recognized during the period in exchange for lease obligations 3,603 1,528 Income Per Common Share — Basic net income per common share (EPS) is computed by dividing net income available to common shareholders by the weighted average common shares outstanding for the period. Diluted EPS reflects the dilution that could occur if securities or other contracts to issue common stock were exercised or converted. The difference between basic and diluted weighted average common shares outstanding is attributable to common stock options, restricted share awards, and restricted share unit awards, including those with performance-based vesting provisions. The dilutive effect of outstanding options, restricted share awards, and restricted share unit awards is reflected in diluted EPS by application of the treasury stock method. The following is a summary of the basic and diluted net income per common share calculations for the three months ended March 31, 2023 and 2022 (in thousands, except per share data): Three months ended 2023 2022 Basic net income per common share calculation: Numerator - Net income available to common shareholders $ 133,473 $ 125,312 Denominator - Weighted average common shares outstanding 75,921 75,655 Basic net income per common share $ 1.76 $ 1.66 Diluted net income per common share calculation: Numerator - Net income available to common shareholders $ 133,473 $ 125,312 Denominator - Weighted average common shares outstanding 75,921 75,655 Dilutive common shares contingently issuable 121 275 Weighted average diluted common shares outstanding 76,042 75,930 Diluted net income per common share $ 1.76 $ 1.65 Recently Adopted Accounting Pronouncements — In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , and has issued subsequent amendments thereto, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance was initially effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued an update to Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting with Accounting Standards Update 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which updated the effective date to be March 12, 2020 through December 31, 2024. Pinnacle Financial has implemented a transition plan to identify and modify its loans and other financial instruments, including certain indebtedness, with attributes that are either directly or indirectly influenced by LIBOR. Pinnacle Financial has implemented a transition plan to identify and modify its loans and other financial instruments, including certain indebtedness, with attributes that are either directly or indirectly influenced by LIBOR. Pinnacle Financial has begun negotiating loans primarily using its preferred replacement index, the Secured Overnight Financing Rate ("SOFR"). For Pinnacle Financial's currently outstanding LIBOR-based loans, the timing and manner in which each customer's contract transitions to SOFR will vary on a case-by-case basis. Pinnacle Financial expects to complete all loan transitions by June 30, 2023. In March 2022, the FASB issued Accounting Standards Update 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method , which allows multiple hedged layers to be designated for a single closed portfolio of financial assets resulting in a greater portion of the interest rate risk in the closed portfolio being eligible to be hedged. The amendments allow the flexibility to use different types of derivatives or combinations of derivatives to better align with risk management strategies. Furthermore, among other things, the amendments clarify that basis adjustments of hedged items in the closed portfolio should be allocated at the portfolio level and not the individual assets within the portfolio. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Pinnacle Financial adopted ASU 2022-01 on January 1, 2023 and it did not impact Pinnacle Financial's accounting or disclosures. In March 2022, the FASB issued Accounting Standards Update 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures , which removes the accounting guidance for troubled debt restructurings and requires entities to evaluate whether a modification provided to a borrower results in a new loan or continuation of an existing loan. The amendments enhance existing disclosures and require new disclosures for receivables when there has been a modification in contractual cash flows due to a borrower experiencing financial difficulties. Additionally, the amendments require public business entities to disclose gross charge-off information by year of origination in the vintage disclosures. The guidance is effective for entities that have adopted ASU 2016-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Pinnacle Financial adopted ASU 2022-02 on January 1, 2023 and incorporated the required disclosures into Note 4. Loans and Allowance for Credit Losses . Newly Issued Not Yet Effective Accounting Standards — In June 2022, the FASB issued Accounting Standards Update 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which clarifies the guidance in ASC 820 when measuring the fair value of equity securities subject to contractual restrictions that prohibit the sale of an equity security. This update also requires specific disclosures related to these types of securities. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted, including early adoption in an interim period. An entity should apply ASU 2022-03 prospectively once adopted. Pinnacle Financial is assessing ASU 2022-03 and its impact on its accounting and disclosures. In March 2023, the FASB issued Accounting Standards Update 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method , which permits the use of the proportional amortization method of accounting for tax equity investments if certain conditions are met. A reporting entity makes the accounting policy election to apply the proportional amortization method on a tax-credit-program-by-tax-credit-program basis rather than electing to apply the proportional amortization method at the reporting entity or individual investment level. The amendments require specific disclosures that must be applied to all investments that generate tax credits and other income tax benefits from a tax credit program for which the entity has elected to apply the proportional amortization method. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted, including early adoption in an interim period. An entity should apply ASU 2023-02 on a retrospective or modified retrospective basis once adopted. Pinnacle Financial is assessing ASU 2023-02 and its impact on its accounting and disclosures. Other than those pronouncements discussed above and those which have been recently adopted, Pinnacle Financial does not believe there were any other recently issued accounting pronouncements that may materially impact its consolidated financial statements. Subsequent Events — ASC Topic 855, Subsequent Events, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. Pinnacle Financial evaluated all events or transactions that occurred after March 31, 2023 through the date of the issued financial statements. On April 21, 2023, Pinnacle Bank consummated a sale-leaseback transaction pursuant to which it sold 36 properties to PNB TN Portfolio Owner LLC and PNB Portfolio Owner, LLL (each, a "Purchaser" and collectively, the "Purchasers") each of whom is an affiliate of Oak Street Real Estate Capital, for an aggregate cash purchase price of $127.5 million and concurrently agreed to separately lease each of those properties from a purchaser for an initial term of 14.5 years, with two five (5) year renewal options that the Bank may exercise to extend the term of any of the leases. The pre-tax, net gain associated with these 36 properties is expected to be approximately $55.4 million, after deducting estimated transaction-related expenses. The after-tax portion of this gain will be recognized by the Company in the second quarter of 2023. The aggregate annual lease expense associated with these properties will be approximately $9.6 million for the first twelve months of the lease term, with each lease including a 1.9% annual rent escalation during the initial term, and a 2% annual rent escalation during each of the two five-year renewal terms. On April 21, 2023, Pinnacle Bank also entered into a purchase and sale agreement with the Purchasers to sell an additional 15 properties to the Purchasers for an aggregate cash purchase price of $90.5 million, subject to the Purchasers’ satisfactory completion of final due diligence with respect to these properties and the satisfaction of other customary closing conditions. Pinnacle Bank would lease those properties back from the Purchasers pursuant to leases containing terms substantially similar to those governing the 36 properties that closed April 21, 2023. If all these 15 properties are sold, the pre-tax, net gain associated with these additional 15 properties is estimated to be approximately $37.4 million, after deducting estimated transaction-related expenses. The after-tax portion of this gain will be recognized by the Company when the sale is consummated, which the Company anticipates will be late in the second quarter, or early in the third quarter, of 2023. In the event that all of the properties are sold, the aggregate annual lease expense associated with these properties is estimated to be approximately $6.8 million for the first twelve months of the lease term, with each lease including a 1.9% annual rent escalation during the initial term, and a 2% annual rent escalation during each of the two five-year renewal terms. Subsequent to the execution of the sale-leaseback transaction, Pinnacle Financial restructured a portion of its bond portfolio selling on April 27, 2023 and April 28, 2023, respectively, $137.7 million and $28.3 million in available-for-sale securities for a net loss of $9.2 million which will offset a portion of the net gain recognized from the sale-leaseback transaction. The proceeds of these securities sales are expected to be initially retained in Pinnacle Bank's cash accounts at the Federal Reserve. Other than the above noted sale-leaseback transaction and available-for-sale securities sales, no other subsequent events were noted as of the date of this filing. |
Equity method investment
Equity method investment | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity method investment | Note 2. Equity method investment A summary of BHG's financial position as of March 31, 2023 and December 31, 2022 and results of operations as of and for the three months ended March 31, 2023 and 2022, were as follows (in thousands): As of March 31, 2023 December 31, 2022 Assets $ 4,470,032 $ 4,375,643 Liabilities 3,916,653 3,821,725 Equity interests 553,379 553,918 Total liabilities and equity $ 4,470,032 $ 4,375,643 For the three months ended 2023 2022 Revenues $ 301,951 $ 238,612 Net income $ 46,643 $ 69,826 At March 31, 2023, technology, trade name and customer relationship intangibles associated with Pinnacle Bank's investment in BHG, net of related amortization, totaled $6.2 million compared to $6.3 million as of December 31, 2022. Amortization expense of $87,000 was included for the three months ended March 31, 2023 compared to $128,000 for the same period in the prior year. Accretion income of $95,000 was included in the three months ended March 31, 2023 compared to $243,000 for the same period in the prior year. During the three months ended March 31, 2023, Pinnacle Bank received dividends of $24.0 million from BHG compared to $12.2 million received by Pinnacle Financial and Pinnacle Bank in the aggregate during the three months ended March 31, 2022. The investment in BHG previously held by Pinnacle Financial was contributed to Pinnacle Bank effective September 30, 2022. Earnings from BHG are included in Pinnacle Financial's consolidated tax return. Profits from intercompany transactions are eliminated. During the three months ended March 31, 2023 and 2022, Pinnacle Bank purchased no loans from BHG. At March 31, 2023 and December 31, 2022, there were $329.3 million and $350.6 million, respectively, of BHG joint venture program loans held by Pinnacle Bank. These loans were purchased at par whereby BHG and Pinnacle Bank share proportionately in the credit risk of the acquired loans |
Securities
Securities | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Securities | Note 3. Securities The amortized cost and fair value of securities available-for-sale and held-to-maturity at March 31, 2023 and December 31, 2022 are summarized as follows (in thousands): Amortized Gross Gross Fair March 31, 2023: Securities available-for-sale: U.S. Treasury securities $ 212,637 $ 1 $ 4,434 $ 208,204 U.S. Government agency securities 457,346 — 31,141 426,205 Mortgage-backed securities 1,127,326 396 125,514 1,002,208 State and municipal securities 1,598,308 14,857 59,341 1,553,824 Asset-backed securities 186,617 21 14,328 172,310 Corporate notes and other 507,742 54 45,344 462,452 $ 4,089,976 $ 15,329 $ 280,102 $ 3,825,203 Securities held-to-maturity: U.S. Treasury securities $ 90,636 $ — $ 5,308 $ 85,328 U.S. Government agency securities 364,388 — 22,651 341,737 Mortgage-backed securities 393,567 1,047 33,504 361,110 State and municipal securities 1,919,770 4,809 186,649 1,737,930 Asset-backed securities 199,194 47 15,718 183,523 Corporate notes and other 87,980 — 8,895 79,085 $ 3,055,535 $ 5,903 $ 272,725 $ 2,788,713 Allowance for credit losses - securities held-to-maturity (1,907) Securities held-to-maturity, net of allowance for credit losses $ 3,053,628 December 31, 2022: Securities available-for-sale: U.S. Treasury securities $ 196,151 $ — $ 1,967 $ 194,184 U.S. Government agency securities 432,475 — 36,318 396,157 Mortgage-backed securities 1,114,948 211 143,583 971,576 State and municipal securities 1,478,310 12,553 78,557 1,412,306 Asset-backed securities 134,386 — 16,983 117,403 Corporate notes and other 515,221 41 48,018 467,244 $ 3,871,491 $ 12,805 325,426 $ 3,558,870 Securities held-to-maturity: U.S Treasury securities $ 92,738 $ — $ 6,472 $ 86,266 U.S. Government agency securities 374,255 — 27,860 346,395 Mortgage-backed securities 413,119 52 41,593 371,578 State and municipal securities 1,927,778 2,216 233,564 1,696,430 Asset-backed securities 184,241 — 18,573 165,668 Corporate notes 88,527 — 9,918 78,609 $ 3,080,658 $ 2,268 $ 337,980 $ 2,744,946 Allowance for credit losses - securities held-to-maturity (1,608) Securities held-to-maturity, net of allowance for credit losses $ 3,079,050 During the quarters ended March 31, 2022, March 31, 2020 and September 30, 2018, Pinnacle Financial transferred, at fair value, $1.1 billion, $873.6 million and $179.8 million, respectively, of securities from the available-for-sale portfolio to the held-to-maturity portfolio. The related net unrealized after tax losses of $1.5 million, net unrealized after tax gains of $69.0 million and net unrealized after tax losses of $2.2 million, respectively, remained in accumulated other comprehensive income (loss) and are being amortized over the remaining life of the transferred securities, offsetting the related amortization of discount or premium on the transferred securities. No gains or losses were recognized at the time of the transfer. At March 31, 2023, approximately $951.8 million of securities within Pinnacle Financial's investment portfolio were pledged to secure either public funds and other deposits or securities sold under agreements to repurchase. At March 31, 2023, repurchase agreements comprised of secured borrowings totaled $149.8 million and were secured by $149.8 million of pledged U.S. government agency securities, mortgage-backed securities, municipal securities, asset-backed securities and corporate debentures. As the fair value of securities pledged to secure repurchase agreements may decline, Pinnacle Financial regularly evaluates its need to pledge additional securities to the customers with whom it has entered into the repurchase agreements for the customers to remain adequately secured. The amortized cost and fair value of debt securities as of March 31, 2023 by contractual maturity is shown below. Actual maturities may differ from contractual maturities of mortgage- and asset-backed securities since the mortgages and assets underlying the securities may be called or prepaid with or without penalty. Therefore, these securities are not included in the maturity categories in the following summary (in thousands): Available-for-sale Held-to-maturity March 31, 2023: Amortized Fair Amortized Fair Due in one year or less $ 39,764 $ 39,027 $ — $ — Due in one year to five years 192,878 198,742 417,781 391,711 Due in five years to ten years 725,958 665,002 133,425 122,346 Due after ten years 1,817,433 1,747,914 1,911,568 1,730,023 Mortgage-backed securities 1,127,326 1,002,208 393,567 361,110 Asset-backed securities 186,617 172,310 199,194 183,523 $ 4,089,976 $ 3,825,203 $ 3,055,535 $ 2,788,713 At March 31, 2023 and December 31, 2022, the following available-for-sale securities had unrealized losses. The table below classifies these investments according to the term of the unrealized losses of less than twelve months or twelve months or longer (in thousands): Investments with an Unrealized Loss of Investments with an Unrealized Loss of Total Investments with an Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized At March 31, 2023 U.S. Treasury securities $ 20,090 $ 430 $ 180,809 $ 4,004 $ 200,899 $ 4,434 U.S. Government agency securities 25,888 62 400,168 31,079 426,056 31,141 Mortgage-backed securities 60,063 1,105 906,333 124,409 966,396 125,514 State and municipal securities 170,787 74 635,725 59,267 806,512 59,341 Asset-backed securities 25,584 312 126,314 14,016 151,898 14,328 Corporate notes 89,839 4,813 354,613 40,531 444,452 45,344 Total temporarily-impaired securities $ 392,251 $ 6,796 $ 2,603,962 $ 273,306 $ 2,996,213 $ 280,102 At December 31, 2022 U.S. Treasury securities $ 192,188 $ 1,963 $ 1,997 $ 4 $ 194,185 $ 1,967 U.S. Government agency securities 46,062 2,224 350,094 34,094 396,156 36,318 Mortgage-backed securities 390,014 34,106 570,601 109,477 960,615 143,583 State and municipal securities 568,691 18,863 304,451 59,694 873,142 78,557 Asset-backed securities 513 5 116,442 16,978 116,955 16,983 Corporate notes 259,453 20,260 207,326 27,758 466,779 48,018 Total temporarily-impaired securities $ 1,456,921 $ 77,421 $ 1,550,911 $ 248,005 $ 3,007,832 $ 325,426 The applicable dates for determining when available-for-sale securities were in an unrealized loss position were March 31, 2023 and December 31, 2022. As such, it is possible that an available-for-sale security had a market value less than its amortized cost on other days during the twelve-month pe riods ended March 31, 2023 and December 31, 2022, but is not in the "Investments with an Unrealized Loss of less t han 12 months" category above. As shown in the tables above, at March 31, 2023, Pinnacle Financial had approximately $280.1 million in unrealized losses on approximately $3.0 billion of available-for-sale securities. For any securities classified as available-for-sale that are in an unrealized loss position at the balance sheet date, Pinnacle Financial assesses whether or not it intends to sell the security, or more likely than not will be required to sell the security, before recovery of its amortized cost basis which would require a write-down to fair value through net income. Because Pinnacle Financial currently does not intend to sell those available-for-sale securities that have an unrealized loss at March 31, 2023, and it is not more-likely-than-not that Pinnacle Financial will be required to sell the securities before recovery of their amortized cost bases, which may be maturity, Pinnacle Financial has determined that no write-down is necessary. In addition, Pinnacle Financial evaluates whether any portion of the decline in fair value of available-for-sale securities is the result of credit deterioration, which would require the recognition of an allowance for credit losses. Such evaluations consider the extent to which the amortized cost of the security exceeds its fair value, changes in credit ratings and any other known adverse conditions related to the specific security. The unrealized losses associated with available-for-sale securities at March 31, 2023 are driven by changes in interest rates and are not due to the credit quality of the securities, and accordingly, no allowance for credit losses is considered necessary related to available-for-sale securities at March 31, 2023. These securities will continue to be monitored as a part of Pinnacle Financial's ongoing evaluation of credit quality. Management evaluates the financial performance of the issuers on a quarterly basis to determine if it is probable that the issuers can make all contractual principal and interest payments. The allowance for credit losses on held-to-maturity securities is measured on a collective basis by major security type. Pinnacle Financial has a zero loss expectation for U.S. treasury securities in addition to U.S. Government agency securities and mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and accordingly, no allowance for credit losses is estimated for these securities. Credit losses on held-to-maturity state and municipal securities and corporate notes and other securities are estimated using third-party probability of default and loss given default models driven primarily by macroeconomic factors over a reasonable and supportable period of eighteen months with a twelve month reversion to average loss factors. At March 31, 2023 and December 31, 2022, the estimated allowance for credit losses on these held-to-maturity securities was $1.9 million and $1.6 million, respectively, with the change driven largely by the increase in the balance of held-to-maturity securities and by changes in macroeconomic forecasts. Pinnacle Financial utilizes bond credit ratings assigned by third party ratings agencies to monitor the credit quality of debt securities held-to-maturity. At March 31, 2023, all debt securities classified as held-to-maturity were rated A or higher by the ratings agencies. Updated credit ratings are obtained as they become available from the ratings agencies. Periodically, available-for-sale securities may be sold or the composition of the portfolio realigned to improve yields, quality or marketability, or to implement changes in investment or asset/liability strategy, including maintaining collateral requirements and raising funds for liquidity purposes or preparing for anticipated changes in market interest rates. Additionally, if an available-for-sale security loses its investment grade or tax-exempt status, the underlying credit support is terminated or collection otherwise becomes uncertain based on factors known to management, Pinnacle Financial will consider selling the security, but will review each security on a case-by-case basis as these factors become known. No available-for-sale securities were sold during the three months ended March 31, 2023. During the three months ended March 31, 2022, $2.9 million of available-for-sale securities were sold resulting in gross realized losses of $61,000. Pinnacle Financial has entered into various fair value hedging transactions to mitigate the impact of changing interest rates on the fair values of available-for-sale securities. See Note 8. Derivative Instruments for disclosure of the gains and losses recognized on derivative instruments and the cumulative fair value hedging adjustments to the carrying amount of the hedged securities. |
Loans and Allowance for Credit
Loans and Allowance for Credit Losses | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Loans and Allowance for Credit Losses | Note 4. Loans and Allowance for Credit Losses For financial reporting purposes, Pinnacle Financial classifies its loan portfolio based on the underlying collateral utilized to secure each loan. This classification is consistent with those utilized in the Quarterly Report of Condition and Income filed by Pinnacle Bank with the Federal Deposit Insurance Corporation (FDIC). Pinnacle Financial uses the following loan categories for presentation of loan balances and the related allowance for credit losses on loans: • Owner occupied commercial real estate mortgage loans - Owner occupied commercial real estate mortgage loans are secured by commercial office buildings, industrial buildings, warehouses or retail buildings where the owner of the building occupies the property. For such loans, repayment is largely dependent upon the operation of the borrower's business. • Non-owner occupied commercial real estate loans - These loans represent investment real estate loans secured by office buildings, industrial buildings, warehouses, retail buildings, and multifamily residential housing. Repayment is primarily dependent on lease income generated from the underlying collateral. • Consumer real estate mortgage loans - Consumer real estate mortgage consists primarily of loans secured by 1-4 family residential properties, including home equity lines of credit. Repayment is primarily dependent on the personal cash flow of the borrower. • Construction and land development loans - Construction and land development loans include loans where the repayment is dependent on the successful completion and eventual sale, refinance or operation of the related real estate project. Construction and land development loans include 1-4 family construction projects and commercial construction endeavors such as warehouses, apartments, office and retail space and land acquisition and development. • Commercial and industrial loans - Commercial and industrial loans include loans to business enterprises issued for commercial, industrial and/or other professional purposes. These loans are generally secured by equipment, inventory, and accounts receivable of the borrower and repayment is primarily dependent on business cash flows. • Consumer and other loans - Consumer and other loans include all loans issued to individuals not included in the consumer real estate mortgage classification. Examples of consumer and other loans are automobile loans, consumer credit cards and loans to finance education, among others. Many consumer loans are unsecured. Repayment is primarily dependent on the personal cash flow of the borrower. Loans at March 31, 2023 and December 31, 2022 were as follows (in thousands): March 31, 2023 December 31, 2022 Commercial real estate: Owner occupied $ 3,686,796 $ 3,587,257 Non-owner occupied 6,887,733 6,542,619 Consumer real estate – mortgage 4,531,285 4,435,046 Construction and land development 3,909,024 3,679,498 Commercial and industrial 10,723,327 10,241,362 Consumer and other 559,706 555,823 Subtotal $ 30,297,871 $ 29,041,605 Allowance for credit losses (313,841) (300,665) Loans, net $ 29,984,030 $ 28,740,940 Commercial loans receive risk ratings assigned by a financial advisor subject to validation by Pinnacle Financial's independent loan review department. Risk ratings are categorized as pass, special mention, substandard, substandard-nonaccrual or doubtful-nonaccrual. Pass rated loans include multiple ratings categories representing varying degrees of risk attributes that are less than those of the other defined risk categories further described below. Pinnacle Financial believes its categories follow those used by Pinnacle Bank's primary regulators. At March 31, 2023, approximately 78.9% of Pinnacle Financial's loan portfolio was analyzed as a commercial loan type with a specifically assigned risk rating. Consumer loans and small business loans are generally not assigned an individual risk rating but are evaluated as either accrual or nonaccrual based on the performance of the individual loans. However, certain consumer real estate-mortgage loans and certain consumer and other loans receive a specific risk rating due to the loan proceeds being used for commercial purposes even though the collateral may be of a consumer loan nature. Consumer loans that have been placed on nonaccrual but have not otherwise been assigned a risk rating are believed by management to share risk characteristics with loans rated substandard-nonaccrual and have been presented as such in Pinnacle Financial's risk rating disclosures. Risk ratings are subject to continual review by a financial advisor and a senior credit officer. At least annually, Pinnacle Financial's credit procedures require every risk rated loan of $1.5 million or more be subject to a formal credit risk review process. Each loan's risk rating is also subject to review by Pinnacle Financial's independent loan review department, which reviews a substantial portion of Pinnacle Financial's risk rated portfolio annually. Included in the coverage are independent reviews of loans in targeted higher-risk portfolio segments such as certain commercial and industrial loans, land loans and/or loan types in certain geographies. Following are the definitions of the risk rating categories used by Pinnacle Financial. Pass rated loans include all credits other than those included within these categories: • Special mention loans have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in Pinnacle Financial's credit position at some future date. • Substandard loans are inadequately protected by the current net worth and financial capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize collection of the debt. Substandard loans are characterized by the distinct possibility that Pinnacle Financial could sustain some loss if the deficiencies are not corrected. • Substandard-nonaccrual loans are substandard loans that have been placed on nonaccrual status. • Doubtful-nonaccrual loans have all the characteristics of substandard-nonaccrual loans with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The table below presents loan balances classified within each risk rating category and the current period gross charge-offs by primary loan type and year of origination or most recent renewal as of March 31, 2023 (in thousands): March 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Loans Total Commercial real estate - Owner occupied Pass $ 196,470 $ 1,116,857 $ 854,009 $ 569,810 $ 318,310 $ 476,339 $ 56,495 $ 3,588,290 Special Mention 5,528 33,658 9,231 7,768 5,883 7,547 — 69,615 Substandard (1) 999 10,859 2,816 3,834 1,030 1,951 5,096 26,585 Substandard-nonaccrual — 674 — 514 94 1,024 — 2,306 Doubtful-nonaccrual — — — — — — — — Total Commercial real estate - Owner occupied $ 202,997 $ 1,162,048 $ 866,056 $ 581,926 $ 325,317 $ 486,861 $ 61,591 $ 3,686,796 Current period gross charge-offs $ — — — — — — — $ — Commercial real estate - Non-owner occupied Pass $ 284,596 $ 2,482,638 $ 1,660,667 $ 965,296 $ 693,967 $ 623,402 $ 97,500 $ 6,808,066 Special Mention 10,594 26,458 — 16,776 17,972 5,011 — 76,811 Substandard (1) — — — — 1,256 848 — 2,104 Substandard-nonaccrual — — — — — 752 — 752 Doubtful-nonaccrual — — — — — — — — Total Commercial real estate - Non-owner occupied $ 295,190 $ 2,509,096 $ 1,660,667 $ 982,072 $ 713,195 $ 630,013 $ 97,500 $ 6,887,733 Current period gross charge-offs $ — — — — — — — $ — Consumer real estate – mortgage Pass $ 177,959 $ 1,038,013 $ 1,106,640 $ 480,438 $ 228,820 $ 366,864 $ 1,115,282 $ 4,514,016 Special Mention 204 — — — — 158 — 362 Substandard (1) — — — — — — — — Substandard-nonaccrual — 664 1,621 2,284 7,051 4,911 376 16,907 Doubtful-nonaccrual — — — — — — — — Total Consumer real estate – mortgage $ 178,163 $ 1,038,677 $ 1,108,261 $ 482,722 $ 235,871 $ 371,933 $ 1,115,658 $ 4,531,285 Current period gross charge-offs $ — — (32) — — — (98) $ (130) Construction and land development Pass $ 303,786 $ 1,998,380 $ 1,320,902 $ 200,318 $ 21,042 $ 10,499 $ 40,845 $ 3,895,772 Special Mention — 10,270 2,765 — — — — 13,035 Substandard (1) — — — — — 87 — 87 Substandard-nonaccrual — — 130 — — — — 130 Doubtful-nonaccrual — — — — — — — — Total Construction and land development $ 303,786 $ 2,008,650 $ 1,323,797 $ 200,318 $ 21,042 $ 10,586 $ 40,845 $ 3,909,024 Current period gross charge-offs $ — — — — — — — $ — Commercial and industrial Pass $ 1,777,610 $ 2,757,756 $ 1,549,405 $ 407,926 $ 284,347 $ 255,139 $ 3,484,273 $ 10,516,456 Special Mention 850 34,872 4,974 7,996 26,473 5,200 68,210 148,575 Substandard (1) 4,060 7,248 7,849 219 5,024 415 16,651 41,466 Substandard-nonaccrual 605 10,694 3,637 64 163 603 1,061 16,827 Doubtful-nonaccrual 3 — — — — — — 3 Total Commercial and industrial $ 1,783,128 $ 2,810,570 $ 1,565,865 $ 416,205 $ 316,007 $ 261,357 $ 3,570,195 $ 10,723,327 Current period gross charge-offs $ — (4,176) (2,466) (210) — (129) (3,668) $ (10,649) Consumer and other March 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Loans Total Pass $ 118,750 $ 49,044 $ 94,075 $ 49,803 $ 1,481 $ 1,244 $ 245,246 $ 559,643 Special Mention — — — — — — — — Substandard (1) — — — — — — — — Substandard-nonaccrual — 22 — 41 — — — 63 Doubtful-nonaccrual — — — — — — — — Total Consumer and other $ 118,750 $ 49,066 $ 94,075 $ 49,844 $ 1,481 $ 1,244 $ 245,246 $ 559,706 Current period gross charge-offs $ — (143) (1,509) (632) (3) (33) (923) $ (3,243) Total loans Pass $ 2,859,171 $ 9,442,688 $ 6,585,698 $ 2,673,591 $ 1,547,967 $ 1,733,487 $ 5,039,641 $ 29,882,243 Special Mention 17,176 105,258 16,970 32,540 50,328 17,916 68,210 308,398 Substandard (1) 5,059 18,107 10,665 4,053 7,310 3,301 21,747 70,242 Substandard-nonaccrual 605 12,054 5,388 2,903 7,308 7,290 1,437 36,985 Doubtful-nonaccrual 3 — — — — — — 3 Total loans $ 2,882,014 $ 9,578,107 $ 6,618,721 $ 2,713,087 $ 1,612,913 $ 1,761,994 $ 5,131,035 $ 30,297,871 Current period gross charge-offs $ — (4,319) (4,007) (842) (3) (162) (4,689) $ (14,022) (1) Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of borrowers has caused management to have doubts about the borrower's ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by Pinnacle Bank's primary regulators for loans classified as substandard, excluding loan modifications made to borrowers experiencing financial difficulty. Potential problem loans, which are not included in nonaccrual loans, amounted to approximately $67.8 million at March 31, 2023, compared to $53.8 million at December 31, 2022. The table below presents the aging of past due balances by loan segment at March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 30-59 days past due 60-89 days past due 90 days or more past due Total Current Total loans Commercial real estate: Owner occupied $ 1,075 $ — $ 1,789 $ 2,864 $ 3,683,932 $ 3,686,796 Non-owner occupied 405 272 206 883 6,886,850 6,887,733 Consumer real estate – mortgage 12,803 1,325 4,844 18,972 4,512,313 4,531,285 Construction and land development 52 — 130 182 3,908,842 3,909,024 Commercial and industrial 12,427 4,933 12,401 29,761 10,693,566 10,723,327 Consumer and other 4,213 2,353 954 7,520 552,186 559,706 Total $ 30,975 $ 8,883 $ 20,324 $ 60,182 $ 30,237,689 $ 30,297,871 December 31, 2022 Commercial real estate: Owner occupied $ 2,112 $ 615 $ 1,139 $ 3,866 $ 3,583,391 $ 3,587,257 Non-owner occupied 359 48 1,681 2,088 6,540,531 6,542,619 Consumer real estate – mortgage 13,635 83 9,094 22,812 4,412,234 4,435,046 Construction and land development 221 102 130 453 3,679,045 3,679,498 Commercial and industrial 15,457 13,713 9,428 38,598 10,202,764 10,241,362 Consumer and other 4,056 1,688 746 6,490 549,333 555,823 Total $ 35,840 $ 16,249 $ 22,218 $ 74,307 $ 28,967,298 $ 29,041,605 The following table details the changes in the allowance for credit losses for the three months ended March 31, 2023 and 2022, respectively, by loan classification (in thousands): Commercial real estate - Owner occupied Commercial real estate - Non-owner occupied Consumer Construction and land development Commercial and industrial Consumer Total Three months ended March 31, 2023: Balance at December 31, 2022 $ 26,617 $ 40,479 $ 36,536 $ 36,114 $ 144,353 $ 16,566 $ 300,665 Charged-off loans — — (130) — (10,649) (3,243) (14,022) Recovery of previously charged-off loans 8 30 671 221 3,711 2,091 6,732 Provision for credit losses on loans (3,027) 1,405 2,083 1,264 16,214 2,527 20,466 Balance at March 31, 2023 $ 23,598 $ 41,914 $ 39,160 $ 37,599 $ 153,629 $ 17,941 $ 313,841 Three months ended March 31, 2022: Balance at December 31, 2021 $ 19,618 $ 58,504 $ 32,104 $ 29,429 $ 112,340 $ 11,238 $ 263,233 Charged-off loans (86) — (162) — (4,380) (1,884) (6,512) Recovery of previously charged-off loans 127 63 294 74 1,924 1,072 3,554 Provision for credit losses on loans (154) (2,489) 84 320 2,528 1,054 1,343 Balance at March 31, 2022 $ 19,505 $ 56,078 $ 32,320 $ 29,823 $ 112,412 $ 11,480 $ 261,618 The adequacy of the allowance for credit losses is reviewed by Pinnacle Financial's management on a quarterly basis. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management's evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrowers' ability to repay the loan (including the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The level of the allowance for credit losses maintained by management is believed adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date. The allowance is increased by provisions charged to expense and decreased by charge-offs, net of recoveries of amounts previously charged-off. Under the CECL methodology the allowance for credit losses is measured on a collective basis for pools of loans with similar risk characteristics, and for loans that do not share similar risk characteristics with the collectively evaluated pools, evaluations are performed on an individual basis. For commercial real estate, consumer real estate, construction and land development, and commercial and industrial loans, Pinnacle Financial primarily utilizes a probability of default and loss given default modeling approach. These models utilize historical correlations between default experience and certain macroeconomic factors as determined through a statistical regression analysis. All loan segments modeled using this approach consider changes in the national unemployment rate. In addition to the national unemployment rate, GDP and the three month treasury rate are considered for owner occupied commercial real estate, the commercial real estate price index and the five year treasury rate are considered for construction loans, and the three month treasury rate is considered for commercial and industrial loans. For the consumer and other loan segment, a non-statistical approach based on historical charge off rates is utilized. Losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable period losses are reverted to long term historical averages. The reasonable and supportable period and reversion period are re-evaluated each quarter by Pinnacle Financial and are dependent on the current economic environment among other factors. A reasonable and supportable period of 24 months was utilized for all loan segments at March 31, 2023 and December 31, 2022, followed by a 12 month straight line reversion to long term averages at each measurement date. The estimated loan losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses. These adjustments are based upon quarterly trend assessments in portfolio concentrations, policy exceptions, associate retention, independent loan review results, collateral considerations, risk ratings, competition and peer group credit quality trends. The qualitative allowance allocation, as determined by the processes noted above, is increased or decreased for each loan segment based on the assessment of these various qualitative factors. Loans that do not share similar risk characteristics with the collectively evaluated pools are evaluated on an individual basis and are excluded from the collectively evaluated pools. Individual evaluations are generally performed for loans greater than $1.0 million which have experienced significant credit deterioration. Such loans are evaluated for credit losses based on either discounted cash flows or the fair value of collateral. The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, as of March 31, 2023 and December 31, 2022 (in thousands): Real Estate Business Assets Other Total March 31, 2023 Commercial real estate: Owner occupied $ 5,218 $ — $ — $ 5,218 Non-owner occupied 3,339 — — 3,339 Consumer real estate – mortgage 19,805 — — 19,805 Construction and land development 196 — — 196 Commercial and industrial — 13,581 7,206 20,787 Consumer and other — — — — Total $ 28,558 $ 13,581 $ 7,206 $ 49,345 December 31, 2022 Commercial real estate: Owner occupied $ 10,804 $ — $ — $ 10,804 Non-owner occupied 4,795 — — 4,795 Consumer real estate – mortgage 22,466 — — 22,466 Construction and land development 299 — — 299 Commercial and industrial — 12,327 — 12,327 Consumer and other — — 2 2 Total $ 38,364 $ 12,327 $ 2 $ 50,693 The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. Pinnacle Financial uses a probability of default/loss given default model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, a loan modification will be granted by providing principal forgiveness on certain loans. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses. In some cases, a loan restructuring will result in providing multiple types of modifications. Typically, one type of modification, such as a payment delay or term extension, is granted initially. If the borrower continues to experience financial difficulty, another modification, such as principal forgiveness or an interest rate reduction, may be granted. Additionally, multiple types of modifications may be made on the same loan within the current reporting period. The combination is at least two of the following: a payment delay, term extension, principal forgiveness, and interest rate reduction. Upon determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. The following table shows the amortized cost basis as of March 31, 2023 of the loans modified to borrowers experiencing financial difficulty, disaggregated by class of loans and type of modification granted and describes the financial effect of the modifications made to borrowers experiencing financial difficulty (in thousands): Payment Delay Amortized Cost Basis % of Total Loan Type Financial Effect March 31, 2023 Commercial real estate: Owner occupied $ — $ — Non-owner occupied — — Consumer real estate – mortgage — — Construction and land development — — Commercial and industrial 2,403 0.02 % Provided a 90 day forbearance period for payoff Consumer and other — — Total $ 2,403 None of the loans included in the table above were subsequently past due in the months following modification. Additionally, none had a payment default in the three months ended March 31, 2023 and none had been modified within the previous twelve months. The table below presents the amortized cost basis of loans on nonaccrual status and loans past due 90 or more days and still accruing interest at March 31, 2023 and December 31, 2022. Also presented is the balance of loans on nonaccrual status at March 31, 2023 for which there was no related allowance for credit losses recorded (in thousands): March 31, 2023 December 31, 2022 Total nonaccrual loans Nonaccrual loans with no allowance for credit losses Loans past due 90 or more days and still accruing Total nonaccrual loans Nonaccrual loans with no allowance for credit losses Loans past due 90 or more days and still accruing Commercial real estate: Owner occupied $ 2,306 $ — $ — $ 1,882 $ — $ — Non-owner occupied 752 — — 2,244 1,040 — Consumer real estate – mortgage 16,907 — — 17,330 — — Construction and land development 130 — — 231 — — Commercial and industrial 16,830 8,254 4,330 16,345 8,003 3,663 Consumer and other 63 — 954 84 — 743 Total $ 36,988 $ 8,254 $ 5,284 $ 38,116 $ 9,043 $ 4,406 Pinnacle Financial's policy is the accrual of interest income will be discontinued when (1) there is a significant deterioration in the financial condition of the borrower and full repayment of principal and interest is not expected or (2) the principal or interest is more than 90 days past due, unless the loan is both well secured and in the process of collection. As such, at the date loans are placed on nonaccrual status, Pinnacle Financial reverses all previously accrued interest income against current year earnings. Pinnacle Financial's policy is once a loan is placed on nonaccrual status each subsequent payment is reviewed on a case-by-case basis to determine if the payment should be applied to interest or principal pursuant to regulatory guidelines. Pinnacle Financial recognized no interest income from cash payments received on nonaccrual loans during the three months ended March 31, 2023 and 2022, respectively. Had these loans been on accruing status, an additional $1.1 million of interest income would have been recognized for the three months ended March 31, 2023 compared to an additional $529,000 for the three months ended March 31, 2022. Approximately $18.7 million and $6.4 million of nonaccrual loans were performing pursuant to their contractual terms as of March 31, 2023 and December 31, 2022, respectively. Pinnacle Financial analyzes its commercial loan portfolio to determine if a concentration of credit risk exists to any industries. Pinnacle Financial utilizes broadly accepted industry classification systems in order to classify borrowers into various industry classifications. Pinnacle Financial has a credit exposure (loans outstanding plus unfunded lines of credit) exceeding 25% of Pinnacle Bank's total risk-based capital to borrowers in the following industries at March 31, 2023 with the comparative exposures for December 31, 2022 (in thousands): March 31, 2023 Outstanding Principal Balances Unfunded Commitments Total exposure Total Exposure at December 31, 2022 Lessors of nonresidential buildings $ 4,436,203 $ 1,980,583 $ 6,416,786 $ 7,058,045 Lessors of residential buildings 1,484,693 1,591,855 3,076,548 3,725,186 New Housing For-Sale Builders 599,664 922,963 1,522,627 1,763,089 Music Publishers 615,510 485,947 1,101,457 1,127,636 Among other data, Pinnacle Financial monitors two ratios regarding construction and commercial real estate lending as part of its concentration management processes. Both ratios are calculated by dividing certain types of loan balances for each of the two categories by Pinnacle Bank’s total risk-based capital. At March 31, 2023 and December 31, 2022, Pinnacle Bank’s construction and land development loans as a percentage of total risk-based capital were 88.5% and 85.9%, respectively. Non-owner occupied commercial real estate and multifamily loans (including construction and land development loans) as a percentage of total risk-based capital were 261.1% and 249.6% as of March 31, 2023 and December 31, 2022, respectively. Banking regulations have established guidelines for the construction ratio of less than 100% of total risk-based capital and for the non-owner occupied ratio of less than 300% of total risk-based capital. When a bank’s ratios are in excess of one or both of these guidelines, banking regulations generally require an increased level of monitoring in these lending areas by bank management. At March 31, 2023, Pinnacle Bank was within the 100% and 300% guidelines and has established what it believes to be appropriate monitoring of its lending in these areas as it aims to keep the level of these loans below the 100% and 300% thresholds. At March 31, 2023, Pinnacle Bank had granted loans and other extensions of credit amounting to approximately $21.0 million to current directors, executive officers, and their related interests, of which $16.7 million had been drawn upon. At December 31, 2022, Pinnacle Bank had granted loans and other extensions of credit amounting to approximately $20.9 million to directors, executive officers, and their related interests, of which approximately $16.0 million had been drawn upon. All loans to directors, executive officers, and their related interests were performing in accordance with contractual terms at March 31, 2023 and December 31, 2022. Loans Held for Sale At March 31, 2023, Pinnacle Financial had approximately $23.1 million in commercial loans held for sale compared to $21.1 million at December 31, 2022. These include commercial real estate and apartment loans originated for sale to a third-party as part of a multi-family loan program. Such loans are closed under a pass-through commitment structure wherein Pinnacle Bank's loan commitment to the borrower is the same as the third party's take-out commitment to Pinnacle Bank and the third party purchase typically occurs within thirty days of Pinnacle Bank closing with the borrowers. Also included are commercial loans originated for sale to BHG as part of BHG's alternative financing portfolio. At March 31, 2023, Pinnacle Financial had approximately $15.6 million of mortgage loans held-for-sale compared to approximately $12.9 million at December 31, 2022. Total mortgage loan volumes sold during the three months ended March 31, 2023 were approximately $120.1 million compared to approximately $270.8 million for the three months ended March 31, 2022. During the three months ended March 31, 2023, Pinnacle Financial recognized $2.1 million in gains on the sale of these loans, net of commissions paid, compared to $4.1 million during the three months ended March 31, 2022. These residential mortgage loans held-for-sale are originated internally and are primarily to borrowers in Pinnacle Bank's geographic markets. These sales are typically on a mandatory basis to investors that follow conventional government sponsored entities (GSE) and the Department of Housing and Urban Development/U.S. Department of Veterans Affairs (HUD/VA) guidelines. Each purchaser of a residential mortgage loan held-for-sale has specific guidelines and criteria for sellers of loans and the risk of credit loss with regard to the principal amount of the loans sold is generally transferred to the purchasers upon sale. While the loans are sold without recourse, the purchase agreements require Pinnacle Bank to make certain representations and warranties regarding the existence and sufficiency of file documentation and the absence of fraud by borrowers or other third parties such as appraisers in connection with obtaining the loan. If it is determined that the loans sold were in breach of these representations or warranties, Pinnacle Bank has obligations to either repurchase the loan for the unpaid principal balance and related investor fees or make the purchaser whole for the economic benefits of the loan. To date, Pinnacle Bank's liability pursuant to the terms of these representations and warranties has been insignificant. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5. Income Taxes ASC 740, Income Taxes , defines the threshold for recognizing the benefits of tax return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority. This section also provides guidance on the derecognition, measurement and classification of income tax uncertainties, along with any related interest and penalties, and includes guidance concerning accounting for income tax uncertainties in interim periods. The unrecognized tax benefit related to uncertain tax positions related to state income tax filings was $11.6 million and $15.8 million at March 31, 2023 and December 31, 2022, respectively. During the three months ended March 31, 2023, Pinnacle Financial paid $4.2 million in taxes related to state income tax filings for tax years prior to 2023. No change was recorded to the unrecognized tax benefit related to uncertain tax positions for the three-month period ended March 31, 2022. Pinnacle Financial's policy is to recognize interest and/or penalties related to income tax matters in income tax expense. No interest and penalties were recorded during the three months ended March 31, 2023 and March 31, 2022. Pinnacle Financial's effective tax rate for the three months ended March 31, 2023 was 19.8% compared to 18.1% for the three months ended March 31, 2022. The difference between the effective tax rate and the federal and state income tax statutory rate of 25.00% and 26.14% at March 31, 2023 and 2022, respectively, is primarily due to investments in bank qualified municipal securities, tax benefits of Pinnacle Bank's real estate investment trust subsidiary, participation in the Tennessee Community Investment Tax Credit (CITC) program, and tax benefits associated with share-based compensation, bank-owned life insurance and Pinnacle Financial's captive insurance subsidiary, offset in part by the limitation on deductibility of meals and entertainment expense, non-deductible FDIC premiums and non-deductible executive compensation. Income tax expense is also impacted by the vesting of equity-based awards and the exercise of employee stock options, which as expense or benefit is recorded as a discrete item as a component of total income tax, the amount of which is dependent upon the change in the grant date fair value and the vest date fair value of the underlying award. For the three months ended March 31, 2023, Pinnacle Financial recognized $277,000 of excess tax benefits compared to excess tax benefits of $2.6 million for the three months ended March 31, 2022. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Note 6. Commitments and Contingent Liabilities In the normal course of business, Pinnacle Financial has entered into off-balance sheet financial instruments which include commitments to extend credit (i.e., including unfunded lines of credit) and standby letters of credit. Commitments to extend credit are usually the result of lines of credit granted to existing borrowers under agreements that the total outstanding indebtedness will not exceed a specific amount during the term of the indebtedness. Typical borrowers are commercial concerns that use lines of credit to supplement their treasury management functions, thus their total outstanding indebtedness may fluctuate during any time period based on the seasonality of their business and the resultant timing of their cash flows. Other typical lines of credit are related to home equity loans granted to consumers. Commitments to extend credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. At March 31, 2023, these commitments amounted to $16.2 billion, of which approximately $1.8 billion related to home equity lines of credit. Standby letters of credit are generally issued on behalf of an applicant (customer) to a specifically named beneficiary and are the result of a particular business arrangement that exists between the applicant and the beneficiary. Standby letters of credit have fixed expiration dates and are usually for terms of two years or less unless terminated beforehand due to criteria specified in the standby letter of credit. A typical arrangement involves the applicant routinely being indebted to the beneficiary for such items as inventory purchases, insurance, utilities, lease guarantees or other third party commercial transactions. The standby letter of credit would permit the beneficiary to obtain payment from Pinnacle Financial under certain prescribed circumstances. Subsequently, Pinnacle Financial would then seek reimbursement from the applicant pursuant to the terms of the standby letter of credit. At March 31, 2023, these commitments amounted to $344.5 million. Pinnacle Financial typically follows the same credit policies and underwriting practices when making these commitments as it does for on-balance sheet instruments. Each customer's creditworthiness is typically evaluated on a case-by-case basis, and the amount of collateral obtained, if any, is based on management's credit evaluation of the customer. Collateral held varies but may include cash, real estate and improvements, marketable securities, accounts receivable, inventory, equipment and personal property. The contractual amounts of these commitments are not reflected in the consolidated financial statements and only amounts drawn upon would be reflected in the future. Since many of the commitments are expected to expire without being drawn upon, the contractual amounts do not necessarily represent future cash requirements. However, should the commitments be drawn upon and should Pinnacle Bank's customers default on their resulting obligation to Pinnacle Bank, the maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those commitments. At March 31, 2023 and December 31, 2022, Pinnacle Financial had accrued reserves of $23.0 million and $25.0 million, respectively, for the inherent risks associated with these off-balance sheet commitments. Various legal claims also arise from time to time in the normal course of business. In the opinion of management, the resolutions of these claims outstanding at March 31, 2023 are not expected to have a material adverse impact on Pinnacle Financial's consolidated financial condition, operating results or cash flows. |
Stock Options and Restricted Sh
Stock Options and Restricted Shares | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options and Restricted Shares | Note 7. Stock Options and Restricted Shares Pinnacle Financial's Amended and Restated 2018 Omnibus Equity Incentive Plan (the "2018 Plan") permits Pinnacle Financial to reissue outstanding awards that are subsequently forfeited, settled in cash, withheld by Pinnacle Financial to cover withholding taxes or expire unexercised and returned to the 2018 Plan. At March 31, 2023, there were approximately 940,000 shares available for issuance under the 2018 Plan. Upon the acquisition of CapitalMark, Pinnacle Financial assumed approximately 858,000 stock options under the CapitalMark Option Plan. No further awards remain available for issuance under the CapitalMark Option Plan. At March 31, 2023, all of the options remaining outstanding under any equity incentive plan of Pinnacle Financial were granted under the CapitalMark Option Plan. Common Stock Options A summary of the stock option activity within the equity incentive plans during the three months ended March 31, 2023 and information regarding, contractual terms remaining, intrinsic values and other matters is as follows: Number Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2022 40,188 $ 25.00 0.33 $ 1,945 (1) Granted — Exercised (39,758) Forfeited — Outstanding at March 31, 2023 430 $ 25.00 1.68 $ 13 (2) Options exercisable at March 31, 2023 430 $ 25.00 1.68 $ 13 (2) (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $73.40 per common share at December 31, 2022 for the 40,188 options that were in-the-money at December 31, 2022. (2) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $55.16 per common share at March 31, 2023 for the 430 options that were in-the-money at March 31, 2023. Compensation costs related to stock options granted under Pinnacle Financial's equity incentive plans have been fully recognized and all outstanding option awards are fully vested. Restricted Share Awards A summary of activity for unvested restricted share awards for the three months ended March 31, 2023 is as follows: Number Grant Date Unvested at December 31, 2022 675,611 $ 78.53 Shares awarded 200,853 Restrictions lapsed and shares released to associates/directors (142,897) Shares forfeited (7,464) Unvested at March 31, 2023 726,103 $ 77.95 Pinnacle Financial has granted restricted share awards to associates and outside directors with a time-based vesting criteria. Compensation expense associated with time-based vesting restricted share awards is recognized over the time period that the restrictions associated with the awards lapse on a straight-line basis based on the total cost of the award. The following table outlines restricted stock grants that were made, grouped by similar vesting criteria, during the three months ended March 31, 2023. The table reflects the life-to-date activity for these awards: Grant Group (1) Vesting Shares Restrictions lapsed and shares released to participants Shares withheld for taxes by participants Shares forfeited by participants (4) Shares unvested Time Based Awards 2023 Associates (2) 5 190,013 31 25 2,204 187,753 Outside Director Awards (3) 2023 Outside directors 1 10,840 — — — 10,840 (1) Groups include employees (referred to as associates above) and outside directors. When the restricted shares are awarded, a participant receives voting rights and forfeitable dividend rights with respect to the shares, but is not able to transfer the shares until the restrictions have lapsed. Once the restrictions lapse, the participant is taxed on the value of the award and may elect to sell some shares (or have Pinnacle Financial withhold some shares) to pay the applicable income taxes associated with the award. Alternatively, the recipient can pay the withholding taxes in cash. For time-based vesting restricted share awards, dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination. For awards to Pinnacle Financial's directors, dividends are placed into escrow until the forfeiture restrictions on such shares lapse. (2) The forfeiture restrictions on these restricted share awards lapse in equal annual installments on the anniversary date of the grant. (3) Restricted share awards are issued to the outside members of the board of directors in accordance with their board compensation plan. Restrictions lapse on March 1, 2024 based on each individual board member meeting attendance goals for the various board and board committee meetings to which each member was scheduled to attend. (4) These shares represent forfeitures resulting from recipients whose employment or board membership was terminated during the year-to-date period ended March 31, 2023. Any dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination or will not be distributed from escrow, as applicable. Restricted Stock Unit Awards A summary of activity for unvested restricted stock units for the three months ended March 31, 2023 is as follows: Number Grant Date Unvested at December 31, 2022 73,983 $ 88.21 Shares awarded 70,716 Restrictions lapsed and shares released to associates (31,392) Shares forfeited (6,680) Unvested at March 31, 2023 106,627 $ 77.90 Pinnacle Financial grants restricted stock units to its Named Executive Officers (NEOs) and leadership team members with time-based vesting criteria. Compensation expense associated with time-based vesting restricted stock unit awards is recognized over the time period that the restrictions associated with the awards lapse on a straight-line basis based on the total cost of the award. The following table outlines restricted stock unit grants that were made, grouped by similar vesting criteria, during the three months ended March 31, 2023. The table reflects the life-to-date activity for these awards: Grant year Vesting Shares Restrictions lapsed and shares released to participants Shares withheld for taxes by participants Shares forfeited by participants (1) Shares unvested 2023 3 70,716 153 100 3,912 66,551 (1) These shares represent forfeitures resulting from recipients whose employment was terminated during the year-to-date period ended March 31, 2023. Dividend equivalents are held in escrow for award recipients for dividends paid prior to the forfeiture restrictions lapsing. Such dividend equivalents are not released from escrow if an award is forfeited. Performance Stock Unit Awards The following table details the performance stock unit awards outstanding at March 31, 2023: Units Awarded Grant year NEOs (1) Leadership Team other than NEOs Applicable performance periods associated with each tranche Service period per tranche Subsequent holding period per tranche Period in which units to be settled into shares of common stock (2) 2023 103,136 — 247,515 61,673 2023-2025 0 0 2026 2022 56,465 — 135,514 32,320 2022-2024 0 0 2025 2022 — — 230,000 — 2022-2024 0 1 2026 2021 89,234 — 214,155 45,240 2021-2023 0 0 2024 2020 136,137 — 204,220 59,648 2020 2 3 2025 2021 2 2 2025 2022 2 1 2025 2019 166,211 — 249,343 52,244 2019 2 3 2024 2020 2 2 2024 2021 2 1 2024 (1) The named executive officers are awarded a range of awards that generally may be earned based on attainment of goals between a target level of performance and a maximum level of performance. The 230,000 performance units awarded to the NEOs in 2022 may be earned based on target level performance and do not include maximum level payout. (2) Performance stock unit awards granted in or after 2021, if earned, will be settled in shares of Pinnacle Financial common stock in the period noted in the table, if the performance criterion included in the applicable performance unit award agreement are met. During the three months ended March 31, 2023 and 2022, the restrictions associated with 111,108 and 149,857 performance stock unit awards previously granted lapsed, based on the terms of the underlying award agreements and approval by Pinnacle Financial's Human Resources and Compensation Committee, and were settled into shares of Pinnacle Financial common stock with 38,782 and 53,115 shares being withheld to pay the taxes associated with the settlement of those shares. Stock compensation expense related to restricted share awards, restricted stock unit awards and performance stock unit awards for the three months ended March 31, 2023 was $10.2 million compared to $9.4 million for the three months ended March 31, 2022. As of March 31, 2023, the total compensation cost related to unvested restricted share awards, restricted stock unit awards and performance stock unit awards estimated at maximum performance not yet recognized was $93.7 million. This expense, if the underlying units are earned, is expected to be recognized over a weighted-average period of 2.13 years. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Note 8. Derivative Instruments Financial derivatives are reported at fair value in other assets or other liabilities. The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship and classification as either a cash flow hedge or fair value hedge for those derivatives which are designated as part of a hedging relationship. Pinnacle Financial's derivative instruments with certain counterparties contain legally enforceable netting that allow multiple transactions to be settled into a single amount. The fair value hedge and interest rate swaps (swaps) assets and liabilities are presented at gross fair value before the application of bilateral collateral and master netting agreements, but after the initial margin posting and daily variation margin payments made with central clearinghouse organizations. Total fair value hedge and swaps assets and liabilities are adjusted to take into consideration the effects of legally enforceable master netting agreements and cash collateral received or paid as of March 31, 2023 and December 31, 2022. The resulting net fair value hedge and swaps asset and liability fair values are included in other assets and other liabilities, respectively, on the consolidated balance sheets. The daily settlement of the derivative exposure does not change or reset the contractual terms of the instrument. Non-hedge derivatives For derivatives not designated as hedges, the gain or loss is recognized in current period earnings. Pinnacle Financial enters into interest rate swaps (swaps) to facilitate customer transactions and meet their financing needs. Upon entering into these instruments to meet customer needs, Pinnacle Financial enters into offsetting positions in order to minimize the risk to Pinnacle Financial. These swaps qualify as derivatives, but are not designated as hedging instruments. The income statement impact of the offsetting positions is limited to changes in the reserve for counterparty credit risk. A summary of Pinnacle Financial's interest rate swaps to facilitate customers' transactions as of March 31, 2023 and December 31, 2022 is included in the following table (in thousands): March 31, 2023 December 31, 2022 Notional Estimated Fair Value (1) Notional Estimated Fair Value (1) Interest rate swap agreements: Assets $ 1,791,761 $ 45,773 $ 1,620,520 $ 39,763 Liabilities 1,791,761 (75,114) 1,620,520 (96,483) Total $ 3,583,522 $ (29,341) $ 3,241,040 $ (56,720) (1) The variation margin payments for derivatives cleared through central clearing houses are characterized as settlements. At March 31, 2023 and December 31, 2022, the notional amount of interest rate swap agreements designated as non-hedge derivatives cleared through clearing houses was $526.3 million and $827.3 million with a fair value that approximates zero due to $28.9 million and $56.3 million in received variation margin payments. The effects of Pinnacle Financial's interest rate swaps to facilitate customers' transactions on the income statement during the three months ended March 31, 2023 and 2022 were as follows (in thousands): Amount of Gain (Loss) Recognized in Income Location of Gain (Loss) Recognized in Income Three Months Ended March 31, 2023 2022 Interest rate swap agreements Other noninterest income $ (63) $ 281 Derivatives designated as cash flow hedges For derivative instruments that are designated and qualify as a cash flow hedge, the aggregate fair value of the derivative instrument is recorded in other assets or other liabilities with any gain or loss related to changes in fair value recorded in accumulated other comprehensive income (loss), net of tax. The gain or loss is reclassified into earnings in the same period during which the hedged asset or liability affects earnings and is presented in the same income statement line item as the earnings effect of the hedged asset or liability. Pinnacle Financial uses forward cash flow hedge relationships in an effort to manage future interest rate exposure. A summary of the cash flow hedge relationships as of March 31, 2023 and December 31, 2022 are as follows (in thousands): March 31, 2023 December 31, 2022 Balance Sheet Location Weighted Average Remaining Maturity (In Years) Receive Rate Pay Rate Notional Amount Estimated Fair Value Notional Amount Estimated Fair Value Asset derivatives Interest rate floor - loans Other assets 4.59 4.00%-4.50% minus USD-Term SOFR 1M N/A $ 875,000 $ 54,091 $ 875,000 $ 48,622 Interest rate collars - loans Other assets 4.59 4.25%-4.75% minus USD-Term SOFR 1M USD-Term SOFR 1M minus 6.75%-7.00% 875,000 53,644 875,000 45,553 $ 1,750,000 $ 107,735 $ 1,750,000 $ 94,175 The effects of Pinnacle Financial's cash flow hedge relationships on the statement of comprehensive income (loss) during the three months ended March 31, 2023 and 2022 were as follows, net of tax (in thousands): Amount of Loss Recognized Three Months Ended March 31, Asset derivatives 2023 2022 Interest rate floors and collars - loans $ 11,978 $ — The cash flow hedges were determined to be highly effective during the periods presented and as a result qualify for hedge accounting treatment. If a hedge was deemed to be ineffective, the amount included in accumulated other comprehensive income (loss) would be reclassified into a line item within the statement of income that impacts operating results. The hedge would no longer be considered effective if a portion of the hedge becomes ineffective, the item hedged is no longer in existence or Pinnacle Financial discontinues hedge accounting. Gains on cash flow hedges totaling $2.5 million, net of tax, were reclassified from accumulated other comprehensive income (loss) into net income during both the three months ended March 31, 2023 and March 31, 2022, respectively. Approximately $9.8 million in unrealized gains, net of tax, are expected to be reclassified from accumulated other comprehensive income (loss) into net income over the next twelve months related to previously terminated cash flow hedges. Derivatives designated as fair value hedges For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item. Pinnacle Financial utilizes interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate callable available-for-sale securities. The hedging strategy converts the fixed interest rates to variable interest rates based on LIBOR, federal funds rates, or SOFR. These derivatives are designated as partial term hedges of selected cash flows covering specified periods of time prior to the call dates of the hedged securities. In March 2023, Pinnacle Financial entered into fair value hedges with aggregate notional amounts of $425.0 million to mitigate the effect of changing interest rates on FHLB advances with payments beginning in the first quarter of 2024. A summary of Pinnacle Financial's fair value hedge relationships as of March 31, 2023 and December 31, 2022 is as follows (in thousands): March 31, 2023 December 31, 2022 Balance Sheet Location Weighted Average Remaining Maturity (In Years) Weighted Average Pay Rate Receive Rate Notional Amount Estimated Fair Value (1) Notional Amount Estimated Fair Value (1) Asset derivatives Interest rate swaps - securities Other assets 7.18 2.25% 3 month LIBOR/ Federal Funds/ SOFR $ 1,420,724 $ 32,464 $ 1,420,724 $ 56,056 Liability derivatives Interest rate swaps - borrowings Other liabilities 4.84 N/A —% $ 425,000 $ 1,883 $ — $ — $ 1,845,724 $ 34,347 $ 1,420,724 $ 56,056 (1) The variation margin payments for derivatives cleared through central clearing houses are characterized as settlements. At March 31, 2023 and December 31, 2022, the notional amount of fair value derivatives cleared through central clearing houses was $1.3 billion and $877.7 million with a fair value that approximates zero due to $39.8 million and $47.9 million in received variation margin. Notional amounts of $464.7 million included in the table above as of March 31, 2023 receive a variable rate of interest based on three month LIBOR, notional amounts totaling $392.2 million as of March 31, 2023 receive a variable rate of interest based on the daily compounded federal funds rate, and notional amounts totaling $563.8 million as of March 31, 2023 receive a variable rate of interest based on the daily compounded SOFR. The effects of Pinnacle Financial's securities fair value hedge relationships on the income statement during the three months ended March 31, 2023 and 2022 were as follows (in thousands): Location of Gain (Loss) Amount of Gain (Loss) Recognized in Income Three Months Ended March 31, Securities 2023 2022 Interest rate swaps - securities Interest income on securities $ (31,685) $ 48,839 Securities available-for-sale Interest income on securities $ 31,685 $ (48,839) FHLB advances Interest rate swaps - FHLB advances Interest expense on FHLB advances and other borrowings $ 1,883 $ — FHLB advances Interest expense on FHLB advances and other borrowings $ (1,883) $ — The following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges at March 31, 2023 and December 31, 2022 (in thousands): Carrying Amount of the Hedged Assets/Liabilities Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/Liabilities March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Line item on the balance sheet Securities available-for-sale $ 1,465,424 $ 1,445,511 $ (32,464) $ (56,056) Federal Home Loan Bank advances $ 426,883 $ — $ 1,883 $ — During the three months ended March 31, 2023 and 2022 amortization expense totaling $210,000 and $639,000, respectively, related to previously terminated fair value hedges was recognized as a reduction to interest income on loans. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 9. Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements and Disclosures , defines fair value, establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. The definition of fair value focuses on the exit price, i.e., the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not the entry price, i.e., the price that would be paid to acquire the asset or received to assume the liability at the measurement date. The statement emphasizes that fair value is a market-based measurement; not an entity-specific measurement. Therefore, the fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. Valuation Hierarchy FASB ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: • Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy. Assets Securities available-for-sale – Where quoted prices are available for identical securities in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government securities and certain other financial products. If quoted market prices are not available, then fair values are estimated by using pricing models that use observable inputs or quoted prices of securities with similar characteristics and are classified within Level 2 of the valuation hierarchy. In certain cases where there is limited activity or less transparency around inputs to the valuation and more complex pricing models or discounted cash flows are used, securities are classified within Level 3 of the valuation hierarchy. Other investments – Included in other investments are investments recorded at fair value primarily in certain nonpublic investments and funds. The valuation of these nonpublic investments requires management judgment due to the absence of observable quoted market prices, inherent lack of liquidity and the long-term nature of such assets. These investments are valued initially based upon transaction price. The carrying values of other investments are adjusted either upwards or downwards from the transaction price to reflect expected exit values as evidenced by financing and sale transactions with third parties, or when determination of a valuation adjustment is confirmed through financial reports provided by the portfolio managers of the investments. A variety of factors are reviewed and monitored to assess positive and negative changes in valuation including, but not limited to, current operating performance and future expectations of the particular investment, industry valuations of comparable public companies and changes in market outlook and the third-party financing environment over time. In determining valuation adjustments resulting from the investment review process, emphasis is placed on current company performance and market conditions. These investments are included in Level 3 of the valuation hierarchy if the entities and funds are not widely traded and the underlying investments are in privately-held and/or start-up companies for which market values are not readily available. Certain investments in funds for which the underlying assets of the fund represent publicly traded investments are included in Level 2 of the valuation hierarchy. Other assets – Included in other assets are certain assets carried at fair value, including interest rate swap agreements to facilitate customer transactions, interest rate swaps designated as fair value hedges, interest rate caps and floors designated as cash flow hedges and interest rate locks associated with the mortgage loan pipeline. The carrying amount of interest rate swap agreements is based on Pinnacle Financial's pricing models that utilize observable market inputs. The fair value of the cash flow hedge agreements is determined by calculating the difference between the discounted fixed rate cash flows and the discounted variable rate cash flows. The fair value of the mortgage loan pipeline is based upon the projected sales price of the underlying loans, taking into account market interest rates and other market factors at the measurement date, net of the projected fallout rate. Pinnacle Financial reflects these assets within Level 2 of the valuation hierarchy as these assets are valued using similar transactions that occur in the market. Collateral dependent loans – Collateral dependent loans are measured at the fair value of the collateral securing the loan less estimated selling costs. The fair value of real estate collateral is determined based on real estate appraisals which are generally based on recent sales of comparable properties which are then adjusted for property specific factors. Non-real estate collateral is valued based on various sources, including third party asset valuations and internally determined values based on cost adjusted for depreciation and other judgmentally determined discount factors. Collateral dependent loans are classified within Level 3 of the hierarchy due to the unobservable inputs used in determining their fair value such as collateral values and the borrower's underlying financial condition. Other real estate owned – Other real estate owned (OREO) represents real estate foreclosed upon by Pinnacle Bank through loan defaults by customers or acquired by deed in lieu of foreclosure. A significant portion of these amounts relate to lots, homes and development projects that are either completed or are in various stages of completion for which Pinnacle Financial believes it has adequate collateral. Upon foreclosure, the property is recorded at the lower of cost or fair value, based on appraised value, less selling costs estimated as of the date acquired with any loss recognized as a charge-off through the allowance for credit losses. Additional OREO losses for subsequent valuation downward adjustments are determined on a specific property basis and are included as a component of noninterest expense along with holding costs. Any gains or losses realized at the time of disposal are also reflected in noninterest expense, as applicable. OREO is included in Level 3 of the valuation hierarchy due to the lack of observable market inputs into the determination of fair value as appraisal values are property-specific and sensitive to the changes in the overall economic environment. Liabilities Other liabilities – Pinnacle Financial has certain liabilities carried at fair value including certain interest rate swap agreements to facilitate customer transactions, interest rate swaps designated as fair value hedges, and interest rate locks associated with the funding for its mortgage loan originations. The fair value of these liabilities is based on Pinnacle Financial's pricing models that utilize observable market inputs and is reflected within Level 2 of the valuation hierarchy. The following tables present financial instruments measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, by caption on the consolidated balance sheets and by FASB ASC 820 valuation hierarchy (as described above) (in thousands): Total carrying value in the consolidated balance sheet Quoted market prices in an active market Models with significant observable market parameters Models with significant unobservable market parameters March 31, 2023 Investment securities available-for-sale: U.S. Treasury securities $ 208,204 $ — $ 208,204 $ — U.S. Government agency securities 426,205 — 426,205 — Mortgage-backed securities 1,002,208 — 1,002,208 — Total carrying value in the consolidated balance sheet Quoted market prices in an active market Models with significant observable market parameters Models with significant unobservable market parameters State and municipal securities 1,553,824 — 1,553,345 479 Agency-backed securities 172,310 — 172,310 — Corporate notes and other 462,452 — 462,452 — Total investment securities available-for-sale 3,825,203 — 3,824,724 479 Other investments 163,382 — 22,372 141,010 Other assets 189,681 — 189,681 — Total assets at fair value $ 4,178,266 $ — $ 4,036,777 $ 141,489 Other liabilities $ 75,711 $ — $ 75,711 $ — Total liabilities at fair value $ 75,711 $ — $ 75,711 $ — December 31, 2022 Investment securities available-for-sale: U.S. Treasury securities $ 194,184 $ — $ 194,184 $ — U.S. Government agency securities 396,157 — 396,157 — Mortgage-backed securities 971,576 — 971,576 — State and municipal securities 1,412,306 — 1,411,677 629 Agency-backed securities 117,403 — 117,403 — Corporate notes and other 467,244 — 467,244 — Total investment securities available-for-sale 3,558,870 — 3,558,241 629 Other investments 153,011 — 22,029 130,982 Other assets 190,629 — 190,629 — Total assets at fair value $ 3,902,510 $ — $ 3,770,899 $ 131,611 Other liabilities $ 96,483 $ — $ 96,483 $ — Total liabilities at fair value $ 96,483 $ — $ 96,483 $ — The following table presents assets measured at fair value on a nonrecurring basis as of March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 Total carrying value in the consolidated balance sheet Quoted market prices in an active market Models with significant observable market parameters Models with significant unobservable market Other real estate owned $ 7,802 $ — $ — $ 7,802 Collateral dependent loans (1) 30,901 — — 30,901 Total $ 38,703 $ — $ — $ 38,703 December 31, 2022 Other real estate owned $ 7,952 $ — $ — $ 7,952 Collateral dependent loans (1) 33,767 — — 33,767 Total $ 41,719 $ — $ — $ 41,719 (1) The carrying values of collateral dependent loans at March 31, 2023 and December 31, 2022 are net of valuation allowances of $7.3 million and $6.5 million, respectively. In the case of the available-for-sale investment securities portfolio, Pinnacle Financial monitors the portfolio to ascertain when transfers between levels have been affected. The nature of the remaining assets and liabilities is such that transfers in and out of any level are expected to be rare. For the three months ended March 31, 2023, there were no transfers between Levels 1, 2 or 3. The table below includes a rollforward of the balance sheet amounts for the three months ended March 31, 2023 and 2022 (including the change in fair value) for financial instruments classified by Pinnacle Financial within Level 3 of the valuation hierarchy measured at fair value on a recurring basis including changes in fair value due in part to observable factors that are part of the valuation methodology (in thousands): For the Three months ended March 31, 2023 2022 Available-for-sale Securities Other Available-for-sale Securities Other Fair value, beginning of period $ 629 $ 130,982 $ 828 $ 100,996 Total realized gains included in income 1 2,360 2 1,710 Changes in unrealized gains/losses included in other comprehensive income (loss) 8 — (10) — Purchases — 9,202 — 7,411 Issuances — — — — Settlements (159) (1,534) (158) (3,423) Transfers out of Level 3 — — — — Fair value, end of period $ 479 $ 141,010 $ 662 $ 106,694 Total realized gains included in income $ 1 $ 2,360 $ 2 $ 1,710 The following tables present the carrying amounts, estimated fair value and placement in the fair value hierarchy of Pinnacle Financial's financial instruments at March 31, 2023 and December 31, 2022. This table excludes financial instruments for which the carrying amount approximates fair value. For short-term financial assets such as cash, cash equivalents, and restricted cash, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization. For financial liabilities such as non-interest bearing demand, interest-bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity (in thousands): Carrying Amount Estimated Fair Value (1) Quoted market prices in an active market Models with significant observable market parameters Models with significant unobservable market March 31, 2023 Financial assets: Securities purchased with agreement to resell $ 509,872 $ 453,019 $ — $ — $ 453,019 Securities held-to-maturity 3,053,628 2,788,713 — 2,788,713 — Loans, net 29,984,030 29,383,263 — — 29,383,263 Consumer loans held-for-sale 58,758 58,987 — 58,987 — Commercial loans held-for-sale 23,087 23,177 — 23,177 — Financial liabilities: Deposits and securities sold under agreements to repurchase 36,328,330 35,147,659 — — 35,147,659 Federal Home Loan Bank advances 2,166,508 2,213,391 — — 2,213,391 Subordinated debt and other borrowings 424,276 442,767 — — 442,767 Carrying Amount Estimated Fair Value (1) Quoted market prices in an active market Models with significant observable market parameters Models with significant unobservable market December 31, 2022 Financial assets: Securities purchased with agreement to resell $ 513,276 $ 440,390 $ — $ — $ 440,390 Securities held-to-maturity 3,079,050 2,744,946 — 2,744,946 — Loans, net 28,740,940 27,901,662 — — 27,901,662 Consumer loans held-for-sale 42,237 42,353 — 42,353 — Commercial loans held-for-sale 21,093 21,151 — 21,151 — Financial liabilities: Deposits and securities sold under agreements to repurchase 35,156,148 34,435,447 — — 34,435,447 Federal Home Loan Bank advances 464,436 477,673 — — 477,673 Subordinated debt and other borrowings 424,055 430,884 — — 430,884 (1) Estimated fair values are consistent with an exit-price concept. The assumptions used to estimate the fair values are intended to approximate those that a market-participant would realize in a hypothetical orderly transaction. |
Regulatory Matters
Regulatory Matters | 3 Months Ended |
Mar. 31, 2023 | |
Broker-Dealer, Net Capital Requirement, SEC Regulation [Abstract] | |
Regulatory Matters | Note 10. Regulatory Matters Pursuant to Tennessee banking law, Pinnacle Bank may not, without the prior consent of the Commissioner of the Tennessee Department of Financial Institutions (TDFI), pay any dividends to Pinnacle Financial in a calendar year in excess of the total of Pinnacle Bank's retained net income for that year plus the retained net income for the preceding two years. Additionally, approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of Pinnacle Bank to fall below specified minimum levels. Under Tennessee corporate law, Pinnacle Financial is not permitted to pay dividends if, after giving effect to such payment, it would not be able to pay its debts as they become due in the usual course of business or its total assets would be less than the sum of its total liabilities plus any amounts needed to satisfy any preferential rights if it were dissolving. In addition, in deciding whether or not to declare a dividend of any particular size, Pinnacle Financial's board of directors must consider its and Pinnacle Bank's current and prospective capital, liquidity, and other needs. In addition to state law limitations on Pinnacle Financial's ability to pay dividends, the Federal Reserve imposes limitations on Pinnacle Financial's ability to pay dividends. Federal Reserve regulations limit dividends, stock repurchases and discretionary bonuses to executive officers if Pinnacle Financial's regulatory capital is below the level of regulatory minimums plus the applicable 2.5% capital conservation buffer. In addition, the Federal Reserve has issued supervisory guidance advising bank holding companies to eliminate, defer or reduce dividends paid on common stock and other forms of Tier 1 capital where the company’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends, the company’s prospective rate of earnings retention is not consistent with the company’s capital needs and overall current and prospective financial condition or the company will not meet, or is in danger of not meeting, minimum regulatory capital adequacy ratios. Recent supplements to this guidance reiterate the need for bank holding companies to inform their applicable reserve bank sufficiently in advance of the proposed payment of a dividend in certain circumstances. During the three months ended March 31, 2023, Pinnacle Bank paid $26.3 million of dividends to Pinnacle Financial. As of March 31, 2023, based on the criteria noted above Pinnacle Bank could pay approximately $981.7 million of additional dividends to Pinnacle Financial. Since the fourth quarter of 2013, Pinnacle Financial has paid a quarterly common stock dividend. The board of directors of Pinnacle Financial has increased the dividend amount per share over time. The most recent increase occurred on January 18, 2022 when the board of directors increased the dividend to $0.22 per common share from $0.18 per common share. During the second quarter of 2020, Pinnacle Financial issued 9.0 million depositary shares, each representing a 1/40th fractional interest in a share of Series B noncumulative, perpetual preferred stock (the "Series B Preferred Stock") in a registered public offering to both retail and institutional investors. Beginning in the third quarter of 2020, Pinnacle Financial began paying a quarterly dividend of $16.88 per share (or $0.422 per depositary share), on the Series B Preferred Stock. The amount and timing of all future dividend payments by Pinnacle Financial, if any, including dividends on Pinnacle Financial's Series B Preferred Stock (and associated depositary shares), is subject to discretion of Pinnacle Financial's board of directors and will depend on Pinnacle Financial's receipt of dividends from Pinnacle Bank, earnings, capital position, financial condition and other factors, including regulatory capital requirements, as they become known to Pinnacle Financial and receipt of any regulatory approvals that may become required as a result of each of Pinnacle Financial's or Pinnacle Bank's financial results. Pinnacle Financial and Pinnacle Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, Pinnacle Financial and Pinnacle Bank must meet specific capital guidelines that involve quantitative measures of the assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. Pinnacle Financial's and Pinnacle Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require Pinnacle Financial and its banking subsidiary to maintain minimum amounts and ratios of common equity Tier 1 capital to risk-weighted assets, Tier 1 capital to risk-weighted assets, total risk-based capital to risk-weighted assets and Tier 1 capital to average assets. As permitted by the interim final rule issued on March 27, 2020 by the federal banking regulatory agencies, each of Pinnacle Bank and Pinnacle Financial has elected the option to delay the estimated impact on regulatory capital of Pinnacle Financial's and Pinnacle Bank's adoption of ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which was effective January 1, 2020. The initial impact of adoption of ASU 2016-13, as well as 25% of the quarterly changes in the allowance for credit losses subsequent to adoption of ASU 2016-13 (collectively the “transition adjustments”), was delayed until December 31, 2021. As of January 1, 2022, the cumulative amount of the transition adjustments became fixed and will be phased out of the regulatory capital calculations evenly over a three year period, with 75% recognized in 2022, 50% recognized in 2023 and 25% recognized in 2024. Beginning on January 1, 2025, the temporary regulatory capital benefits will be fully reversed. Management believes, as of March 31, 2023, that Pinnacle Financial and Pinnacle Bank met all capital adequacy requirements to which they are subject. To be categorized as well-capitalized under applicable banking regulations, Pinnacle Bank must maintain certain total risk-based, Tier 1 risk-based, common equity Tier 1 and Tier 1 leverage ratios as set forth in the following table and not be subject to a written agreement, order or directive to maintain a higher capital level. The capital conservation buffer is not included in the required ratios of the table presented below. Pinnacle Financial's and Pinnacle Bank's actual capital amounts and resulting ratios, not including the applicable 2.5% capital conservation buffer, are presented in the following table (in thousands): Actual Minimum Capital Minimum To Be Well-Capitalized (1) Amount Ratio Amount Ratio Amount Ratio At March 31, 2023 Total capital to risk weighted assets: Pinnacle Financial $ 4,720,387 12.4 % $ 3,049,413 8.0 % $ 3,811,766 10.0 % Pinnacle Bank $ 4,417,066 11.6 % $ 3,041,133 8.0 % $ 3,801,416 10.0 % Tier 1 capital to risk weighted assets: Pinnacle Financial $ 3,992,847 10.5 % $ 2,287,060 6.0 % $ 2,287,060 6.0 % Pinnacle Bank $ 4,118,526 10.8 % $ 2,280,849 6.0 % $ 3,041,133 8.0 % Common equity Tier 1 capital to risk weighted assets Pinnacle Financial $ 3,775,599 9.9 % $ 1,715,295 4.5 % N/A N/A Pinnacle Bank $ 4,118,404 10.8 % $ 1,710,637 4.5 % $ 2,470,920 6.5 % Tier 1 capital to average assets (*): Pinnacle Financial $ 3,992,847 9.6 % $ 1,660,651 4.0 % N/A N/A Pinnacle Bank $ 4,118,526 9.9 % $ 1,656,143 4.0 % $ 2,070,179 5.0 % Actual Minimum Capital Minimum To Be Well-Capitalized (1) At December 31, 2022 Total capital to risk weighted assets: Pinnacle Financial $ 4,584,292 12.4 % $ 2,949,276 8.0 % $ 3,686,595 10.0 % Pinnacle Bank $ 4,282,742 11.6 % $ 2,941,082 8.0 % $ 3,676,353 10.0 % Tier 1 capital to risk weighted assets: Pinnacle Financial $ 3,888,100 10.5 % $ 2,211,957 6.0 % $ 2,211,957 6.0 % Pinnacle Bank $ 4,015,550 10.9 % $ 2,205,812 6.0 % $ 2,941,082 8.0 % Common equity Tier 1 capital to risk weighted assets Pinnacle Financial $ 3,670,851 10.0 % $ 1,658,968 4.5 % N/A N/A Pinnacle Bank $ 4,015,427 10.9 % $ 1,654,359 4.5 % $ 2,389,629 6.5 % Tier 1 capital to average assets (*): Pinnacle Financial $ 3,888,100 9.7 % $ 1,595,457 4.0 % N/A N/A Pinnacle Bank $ 4,015,550 10.1 % $ 1,591,502 4.0 % $ 1,989,378 5.0 % (1) "Well-capitalized minimum Common equity Tier 1 capital to risk weighted assets and Tier 1 capital to average assets are not formally defined under applicable banking regulations for bank holding companies. (*) Average assets for the above calculations were based on the most recent quarter. |
Other borrowings
Other borrowings | 3 Months Ended |
Mar. 31, 2023 | |
Subordinated Debt [Abstract] | |
Other Borrowings | Note 11. Other Borrowings Pinnacle Financial has twelve wholly-owned subsidiaries that are statutory business trusts created for the exclusive purpose of issuing 30-year capital trust preferred securities and has entered into certain other subordinated debt agreements. These instruments are outlined below as of March 31, 2023 (in thousands): Name Date Maturity Total Debt Outstanding Interest Rate at March 31, 2023 Coupon Structure Trust preferred securities PNFP Statutory Trust I December 29, 2003 December 30, 2033 $ 10,310 7.71 % 3-month LIBOR + 2.80% (1) PNFP Statutory Trust II September 15, 2005 September 30, 2035 20,619 6.56 % 3-month LIBOR + 1.40% (1) PNFP Statutory Trust III September 7, 2006 September 30, 2036 20,619 6.81 % 3-month LIBOR + 1.65% (1) PNFP Statutory Trust IV October 31, 2007 September 30, 2037 30,928 7.72 % 3-month LIBOR + 2.85% (1) BNC Capital Trust I April 3, 2003 April 15, 2033 5,155 8.08 % 3-month LIBOR + 3.25% (1) BNC Capital Trust II March 11, 2004 April 7, 2034 6,186 7.68 % 3-month LIBOR + 2.85% (1) BNC Capital Trust III September 23, 2004 September 23, 2034 5,155 7.23 % 3-month LIBOR + 2.40% (1) BNC Capital Trust IV September 27, 2006 December 31, 2036 7,217 6.86 % 3-month LIBOR + 1.70% (1) Valley Financial Trust I June 26, 2003 June 26, 2033 4,124 8.23 % 3-month LIBOR + 3.10% (1) Valley Financial Trust II September 26, 2005 December 15, 2035 7,217 6.36 % 3-month LIBOR + 1.49% (1) Valley Financial Trust III December 15, 2006 January 30, 2037 5,155 6.53 % 3-month LIBOR + 1.73% (1) Southcoast Capital Trust III August 5, 2005 September 30, 2035 10,310 6.66 % 3-month LIBOR + 1.50% (1) Subordinated Debt Pinnacle Financial Subordinated Notes September 11, 2019 September 15, 2029 300,000 4.13 % Fixed (2) Debt issuance costs and fair value adjustments (8,719) Total subordinated debt and other borrowings $ 424,276 (1) Expected to transition to 3-month term SOFR plus a comparable tenor spread adjustment when 3-month LIBOR is no longer published on a future adjustment date. (2) Migrates to three month LIBOR + 2.775% (or an alternative benchmark rate plus comparable spread in the event that three month LIBOR is no longer published on such adjustment date) beginning September 15, 2024 through the end of the term. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles (U.S. GAAP). All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods covered by the report have been included. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes appearing in Pinnacle Financial's Annual Report on Form 10-K for the year ended December 31, 2022 (2022 10-K). These consolidated financial statements include the accounts of Pinnacle Financial and its wholly-owned subsidiaries. Certain statutory trust affiliates of Pinnacle Financial, as noted in Note 11. Other Borrowings are included in these consolidated financial statements pursuant to the equity method of accounting. Significant intercompany transactions and accounts are eliminated in consolidation. |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term include the determination of the allowance for credit losses and determination of any impairment of goodwill or intangible assets. It is reasonably possible Pinnacle Financial's estimate of the allowance for credit losses and determination of impairment of intangible assets could change as a result of the uncertainty in current macroeconomic conditions. The resulting change in this estimate could be material to Pinnacle Financial's consolidated financial statements. There have been no significant changes to Pinnacle Financial's significant accounting policies as disclosed in the 2022 10-K. |
Income Per Common Share | Income Per Common Share — Basic net income per common share (EPS) is computed by dividing net income available to common shareholders by the weighted average common shares outstanding for the period. Diluted EPS reflects the dilution that could occur if securities or other contracts to issue common stock were exercised or converted. The difference between basic and diluted weighted average common shares outstanding is attributable to common stock options, restricted share awards, and restricted share unit awards, including those with performance-based vesting provisions. The dilutive effect of outstanding options, restricted share awards, and restricted share unit awards is reflected in diluted EPS by application of the treasury stock method. The following is a summary of the basic and diluted net income per common share calculations for the three months ended March 31, 2023 and 2022 (in thousands, except per share data): Three months ended 2023 2022 Basic net income per common share calculation: Numerator - Net income available to common shareholders $ 133,473 $ 125,312 Denominator - Weighted average common shares outstanding 75,921 75,655 Basic net income per common share $ 1.76 $ 1.66 Diluted net income per common share calculation: Numerator - Net income available to common shareholders $ 133,473 $ 125,312 Denominator - Weighted average common shares outstanding 75,921 75,655 Dilutive common shares contingently issuable 121 275 Weighted average diluted common shares outstanding 76,042 75,930 Diluted net income per common share $ 1.76 $ 1.65 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements — In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , and has issued subsequent amendments thereto, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance was initially effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued an update to Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting with Accounting Standards Update 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which updated the effective date to be March 12, 2020 through December 31, 2024. Pinnacle Financial has implemented a transition plan to identify and modify its loans and other financial instruments, including certain indebtedness, with attributes that are either directly or indirectly influenced by LIBOR. Pinnacle Financial has implemented a transition plan to identify and modify its loans and other financial instruments, including certain indebtedness, with attributes that are either directly or indirectly influenced by LIBOR. Pinnacle Financial has begun negotiating loans primarily using its preferred replacement index, the Secured Overnight Financing Rate ("SOFR"). For Pinnacle Financial's currently outstanding LIBOR-based loans, the timing and manner in which each customer's contract transitions to SOFR will vary on a case-by-case basis. Pinnacle Financial expects to complete all loan transitions by June 30, 2023. In March 2022, the FASB issued Accounting Standards Update 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method , which allows multiple hedged layers to be designated for a single closed portfolio of financial assets resulting in a greater portion of the interest rate risk in the closed portfolio being eligible to be hedged. The amendments allow the flexibility to use different types of derivatives or combinations of derivatives to better align with risk management strategies. Furthermore, among other things, the amendments clarify that basis adjustments of hedged items in the closed portfolio should be allocated at the portfolio level and not the individual assets within the portfolio. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Pinnacle Financial adopted ASU 2022-01 on January 1, 2023 and it did not impact Pinnacle Financial's accounting or disclosures. In March 2022, the FASB issued Accounting Standards Update 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures , which removes the accounting guidance for troubled debt restructurings and requires entities to evaluate whether a modification provided to a borrower results in a new loan or continuation of an existing loan. The amendments enhance existing disclosures and require new disclosures for receivables when there has been a modification in contractual cash flows due to a borrower experiencing financial difficulties. Additionally, the amendments require public business entities to disclose gross charge-off information by year of origination in the vintage disclosures. The guidance is effective for entities that have adopted ASU 2016-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Pinnacle Financial adopted ASU 2022-02 on January 1, 2023 and incorporated the required disclosures into Note 4. Loans and Allowance for Credit Losses . |
Newly Issued Not Yet Effective Accounting Standards | Newly Issued Not Yet Effective Accounting Standards — In June 2022, the FASB issued Accounting Standards Update 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which clarifies the guidance in ASC 820 when measuring the fair value of equity securities subject to contractual restrictions that prohibit the sale of an equity security. This update also requires specific disclosures related to these types of securities. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted, including early adoption in an interim period. An entity should apply ASU 2022-03 prospectively once adopted. Pinnacle Financial is assessing ASU 2022-03 and its impact on its accounting and disclosures. In March 2023, the FASB issued Accounting Standards Update 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method , which permits the use of the proportional amortization method of accounting for tax equity investments if certain conditions are met. A reporting entity makes the accounting policy election to apply the proportional amortization method on a tax-credit-program-by-tax-credit-program basis rather than electing to apply the proportional amortization method at the reporting entity or individual investment level. The amendments require specific disclosures that must be applied to all investments that generate tax credits and other income tax benefits from a tax credit program for which the entity has elected to apply the proportional amortization method. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted, including early adoption in an interim period. An entity should apply ASU 2023-02 on a retrospective or modified retrospective basis once adopted. Pinnacle Financial is assessing ASU 2023-02 and its impact on its accounting and disclosures. Other than those pronouncements discussed above and those which have been recently adopted, Pinnacle Financial does not believe there were any other recently issued accounting pronouncements that may materially impact its consolidated financial statements. |
Subsequent Events | Subsequent Events — ASC Topic 855, Subsequent Events, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. Pinnacle Financial evaluated all events or transactions that occurred after March 31, 2023 through the date of the issued financial statements. On April 21, 2023, Pinnacle Bank consummated a sale-leaseback transaction pursuant to which it sold 36 properties to PNB TN Portfolio Owner LLC and PNB Portfolio Owner, LLL (each, a "Purchaser" and collectively, the "Purchasers") each of whom is an affiliate of Oak Street Real Estate Capital, for an aggregate cash purchase price of $127.5 million and concurrently agreed to separately lease each of those properties from a purchaser for an initial term of 14.5 years, with two five (5) year renewal options that the Bank may exercise to extend the term of any of the leases. The pre-tax, net gain associated with these 36 properties is expected to be approximately $55.4 million, after deducting estimated transaction-related expenses. The after-tax portion of this gain will be recognized by the Company in the second quarter of 2023. The aggregate annual lease expense associated with these properties will be approximately $9.6 million for the first twelve months of the lease term, with each lease including a 1.9% annual rent escalation during the initial term, and a 2% annual rent escalation during each of the two five-year renewal terms. On April 21, 2023, Pinnacle Bank also entered into a purchase and sale agreement with the Purchasers to sell an additional 15 properties to the Purchasers for an aggregate cash purchase price of $90.5 million, subject to the Purchasers’ satisfactory completion of final due diligence with respect to these properties and the satisfaction of other customary closing conditions. Pinnacle Bank would lease those properties back from the Purchasers pursuant to leases containing terms substantially similar to those governing the 36 properties that closed April 21, 2023. If all these 15 properties are sold, the pre-tax, net gain associated with these additional 15 properties is estimated to be approximately $37.4 million, after deducting estimated transaction-related expenses. The after-tax portion of this gain will be recognized by the Company when the sale is consummated, which the Company anticipates will be late in the second quarter, or early in the third quarter, of 2023. In the event that all of the properties are sold, the aggregate annual lease expense associated with these properties is estimated to be approximately $6.8 million for the first twelve months of the lease term, with each lease including a 1.9% annual rent escalation during the initial term, and a 2% annual rent escalation during each of the two five-year renewal terms. Subsequent to the execution of the sale-leaseback transaction, Pinnacle Financial restructured a portion of its bond portfolio selling on April 27, 2023 and April 28, 2023, respectively, $137.7 million and $28.3 million in available-for-sale securities for a net loss of $9.2 million which will offset a portion of the net gain recognized from the sale-leaseback transaction. The proceeds of these securities sales are expected to be initially retained in Pinnacle Bank's cash accounts at the Federal Reserve. Other than the above noted sale-leaseback transaction and available-for-sale securities sales, no other subsequent events were noted as of the date of this filing. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Supplemental Cash Flow Information | Cash Flow Information — Supplemental cash flow information addressing certain cash and noncash transactions for the three months ended March 31, 2023 and 2022 was as follows (in thousands): For the three months ended 2023 2022 Cash Transactions: Interest paid $ 181,254 $ 22,772 Income taxes paid, net 5,121 625 Operating lease payments 4,700 3,819 Noncash Transactions: Loans charged-off to the allowance for credit losses 14,022 6,512 Loans foreclosed upon and transferred to other real estate owned 150 — Available-for-sale securities transferred to held-to-maturity portfolio — 1,059,737 Right-of-use asset recognized during the period in exchange for lease obligations 3,603 1,528 |
Basic and Diluted Earnings Per Share Calculations | The following is a summary of the basic and diluted net income per common share calculations for the three months ended March 31, 2023 and 2022 (in thousands, except per share data): Three months ended 2023 2022 Basic net income per common share calculation: Numerator - Net income available to common shareholders $ 133,473 $ 125,312 Denominator - Weighted average common shares outstanding 75,921 75,655 Basic net income per common share $ 1.76 $ 1.66 Diluted net income per common share calculation: Numerator - Net income available to common shareholders $ 133,473 $ 125,312 Denominator - Weighted average common shares outstanding 75,921 75,655 Dilutive common shares contingently issuable 121 275 Weighted average diluted common shares outstanding 76,042 75,930 Diluted net income per common share $ 1.76 $ 1.65 |
Equity method investment (Table
Equity method investment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | A summary of BHG's financial position as of March 31, 2023 and December 31, 2022 and results of operations as of and for the three months ended March 31, 2023 and 2022, were as follows (in thousands): As of March 31, 2023 December 31, 2022 Assets $ 4,470,032 $ 4,375,643 Liabilities 3,916,653 3,821,725 Equity interests 553,379 553,918 Total liabilities and equity $ 4,470,032 $ 4,375,643 For the three months ended 2023 2022 Revenues $ 301,951 $ 238,612 Net income $ 46,643 $ 69,826 |
Securities (Tables)
Securities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Available-for-sale | The amortized cost and fair value of securities available-for-sale and held-to-maturity at March 31, 2023 and December 31, 2022 are summarized as follows (in thousands): Amortized Gross Gross Fair March 31, 2023: Securities available-for-sale: U.S. Treasury securities $ 212,637 $ 1 $ 4,434 $ 208,204 U.S. Government agency securities 457,346 — 31,141 426,205 Mortgage-backed securities 1,127,326 396 125,514 1,002,208 State and municipal securities 1,598,308 14,857 59,341 1,553,824 Asset-backed securities 186,617 21 14,328 172,310 Corporate notes and other 507,742 54 45,344 462,452 $ 4,089,976 $ 15,329 $ 280,102 $ 3,825,203 Securities held-to-maturity: U.S. Treasury securities $ 90,636 $ — $ 5,308 $ 85,328 U.S. Government agency securities 364,388 — 22,651 341,737 Mortgage-backed securities 393,567 1,047 33,504 361,110 State and municipal securities 1,919,770 4,809 186,649 1,737,930 Asset-backed securities 199,194 47 15,718 183,523 Corporate notes and other 87,980 — 8,895 79,085 $ 3,055,535 $ 5,903 $ 272,725 $ 2,788,713 Allowance for credit losses - securities held-to-maturity (1,907) Securities held-to-maturity, net of allowance for credit losses $ 3,053,628 December 31, 2022: Securities available-for-sale: U.S. Treasury securities $ 196,151 $ — $ 1,967 $ 194,184 U.S. Government agency securities 432,475 — 36,318 396,157 Mortgage-backed securities 1,114,948 211 143,583 971,576 State and municipal securities 1,478,310 12,553 78,557 1,412,306 Asset-backed securities 134,386 — 16,983 117,403 Corporate notes and other 515,221 41 48,018 467,244 $ 3,871,491 $ 12,805 325,426 $ 3,558,870 Securities held-to-maturity: U.S Treasury securities $ 92,738 $ — $ 6,472 $ 86,266 U.S. Government agency securities 374,255 — 27,860 346,395 Mortgage-backed securities 413,119 52 41,593 371,578 State and municipal securities 1,927,778 2,216 233,564 1,696,430 Asset-backed securities 184,241 — 18,573 165,668 Corporate notes 88,527 — 9,918 78,609 $ 3,080,658 $ 2,268 $ 337,980 $ 2,744,946 Allowance for credit losses - securities held-to-maturity (1,608) Securities held-to-maturity, net of allowance for credit losses $ 3,079,050 |
Amortized Cost and Fair Value of Debt Securities by Contractual Maturity | The amortized cost and fair value of debt securities as of March 31, 2023 by contractual maturity is shown below. Actual maturities may differ from contractual maturities of mortgage- and asset-backed securities since the mortgages and assets underlying the securities may be called or prepaid with or without penalty. Therefore, these securities are not included in the maturity categories in the following summary (in thousands): Available-for-sale Held-to-maturity March 31, 2023: Amortized Fair Amortized Fair Due in one year or less $ 39,764 $ 39,027 $ — $ — Due in one year to five years 192,878 198,742 417,781 391,711 Due in five years to ten years 725,958 665,002 133,425 122,346 Due after ten years 1,817,433 1,747,914 1,911,568 1,730,023 Mortgage-backed securities 1,127,326 1,002,208 393,567 361,110 Asset-backed securities 186,617 172,310 199,194 183,523 $ 4,089,976 $ 3,825,203 $ 3,055,535 $ 2,788,713 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Fair Value | At March 31, 2023 and December 31, 2022, the following available-for-sale securities had unrealized losses. The table below classifies these investments according to the term of the unrealized losses of less than twelve months or twelve months or longer (in thousands): Investments with an Unrealized Loss of Investments with an Unrealized Loss of Total Investments with an Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized At March 31, 2023 U.S. Treasury securities $ 20,090 $ 430 $ 180,809 $ 4,004 $ 200,899 $ 4,434 U.S. Government agency securities 25,888 62 400,168 31,079 426,056 31,141 Mortgage-backed securities 60,063 1,105 906,333 124,409 966,396 125,514 State and municipal securities 170,787 74 635,725 59,267 806,512 59,341 Asset-backed securities 25,584 312 126,314 14,016 151,898 14,328 Corporate notes 89,839 4,813 354,613 40,531 444,452 45,344 Total temporarily-impaired securities $ 392,251 $ 6,796 $ 2,603,962 $ 273,306 $ 2,996,213 $ 280,102 At December 31, 2022 U.S. Treasury securities $ 192,188 $ 1,963 $ 1,997 $ 4 $ 194,185 $ 1,967 U.S. Government agency securities 46,062 2,224 350,094 34,094 396,156 36,318 Mortgage-backed securities 390,014 34,106 570,601 109,477 960,615 143,583 State and municipal securities 568,691 18,863 304,451 59,694 873,142 78,557 Asset-backed securities 513 5 116,442 16,978 116,955 16,983 Corporate notes 259,453 20,260 207,326 27,758 466,779 48,018 Total temporarily-impaired securities $ 1,456,921 $ 77,421 $ 1,550,911 $ 248,005 $ 3,007,832 $ 325,426 |
Loans and Allowance for Loan Lo
Loans and Allowance for Loan Losses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Loans at March 31, 2023 and December 31, 2022 were as follows (in thousands): March 31, 2023 December 31, 2022 Commercial real estate: Owner occupied $ 3,686,796 $ 3,587,257 Non-owner occupied 6,887,733 6,542,619 Consumer real estate – mortgage 4,531,285 4,435,046 Construction and land development 3,909,024 3,679,498 Commercial and industrial 10,723,327 10,241,362 Consumer and other 559,706 555,823 Subtotal $ 30,297,871 $ 29,041,605 Allowance for credit losses (313,841) (300,665) Loans, net $ 29,984,030 $ 28,740,940 |
Loan Classification Categorized by Risk Rating Category | The table below presents loan balances classified within each risk rating category and the current period gross charge-offs by primary loan type and year of origination or most recent renewal as of March 31, 2023 (in thousands): March 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Loans Total Commercial real estate - Owner occupied Pass $ 196,470 $ 1,116,857 $ 854,009 $ 569,810 $ 318,310 $ 476,339 $ 56,495 $ 3,588,290 Special Mention 5,528 33,658 9,231 7,768 5,883 7,547 — 69,615 Substandard (1) 999 10,859 2,816 3,834 1,030 1,951 5,096 26,585 Substandard-nonaccrual — 674 — 514 94 1,024 — 2,306 Doubtful-nonaccrual — — — — — — — — Total Commercial real estate - Owner occupied $ 202,997 $ 1,162,048 $ 866,056 $ 581,926 $ 325,317 $ 486,861 $ 61,591 $ 3,686,796 Current period gross charge-offs $ — — — — — — — $ — Commercial real estate - Non-owner occupied Pass $ 284,596 $ 2,482,638 $ 1,660,667 $ 965,296 $ 693,967 $ 623,402 $ 97,500 $ 6,808,066 Special Mention 10,594 26,458 — 16,776 17,972 5,011 — 76,811 Substandard (1) — — — — 1,256 848 — 2,104 Substandard-nonaccrual — — — — — 752 — 752 Doubtful-nonaccrual — — — — — — — — Total Commercial real estate - Non-owner occupied $ 295,190 $ 2,509,096 $ 1,660,667 $ 982,072 $ 713,195 $ 630,013 $ 97,500 $ 6,887,733 Current period gross charge-offs $ — — — — — — — $ — Consumer real estate – mortgage Pass $ 177,959 $ 1,038,013 $ 1,106,640 $ 480,438 $ 228,820 $ 366,864 $ 1,115,282 $ 4,514,016 Special Mention 204 — — — — 158 — 362 Substandard (1) — — — — — — — — Substandard-nonaccrual — 664 1,621 2,284 7,051 4,911 376 16,907 Doubtful-nonaccrual — — — — — — — — Total Consumer real estate – mortgage $ 178,163 $ 1,038,677 $ 1,108,261 $ 482,722 $ 235,871 $ 371,933 $ 1,115,658 $ 4,531,285 Current period gross charge-offs $ — — (32) — — — (98) $ (130) Construction and land development Pass $ 303,786 $ 1,998,380 $ 1,320,902 $ 200,318 $ 21,042 $ 10,499 $ 40,845 $ 3,895,772 Special Mention — 10,270 2,765 — — — — 13,035 Substandard (1) — — — — — 87 — 87 Substandard-nonaccrual — — 130 — — — — 130 Doubtful-nonaccrual — — — — — — — — Total Construction and land development $ 303,786 $ 2,008,650 $ 1,323,797 $ 200,318 $ 21,042 $ 10,586 $ 40,845 $ 3,909,024 Current period gross charge-offs $ — — — — — — — $ — Commercial and industrial Pass $ 1,777,610 $ 2,757,756 $ 1,549,405 $ 407,926 $ 284,347 $ 255,139 $ 3,484,273 $ 10,516,456 Special Mention 850 34,872 4,974 7,996 26,473 5,200 68,210 148,575 Substandard (1) 4,060 7,248 7,849 219 5,024 415 16,651 41,466 Substandard-nonaccrual 605 10,694 3,637 64 163 603 1,061 16,827 Doubtful-nonaccrual 3 — — — — — — 3 Total Commercial and industrial $ 1,783,128 $ 2,810,570 $ 1,565,865 $ 416,205 $ 316,007 $ 261,357 $ 3,570,195 $ 10,723,327 Current period gross charge-offs $ — (4,176) (2,466) (210) — (129) (3,668) $ (10,649) Consumer and other March 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Loans Total Pass $ 118,750 $ 49,044 $ 94,075 $ 49,803 $ 1,481 $ 1,244 $ 245,246 $ 559,643 Special Mention — — — — — — — — Substandard (1) — — — — — — — — Substandard-nonaccrual — 22 — 41 — — — 63 Doubtful-nonaccrual — — — — — — — — Total Consumer and other $ 118,750 $ 49,066 $ 94,075 $ 49,844 $ 1,481 $ 1,244 $ 245,246 $ 559,706 Current period gross charge-offs $ — (143) (1,509) (632) (3) (33) (923) $ (3,243) Total loans Pass $ 2,859,171 $ 9,442,688 $ 6,585,698 $ 2,673,591 $ 1,547,967 $ 1,733,487 $ 5,039,641 $ 29,882,243 Special Mention 17,176 105,258 16,970 32,540 50,328 17,916 68,210 308,398 Substandard (1) 5,059 18,107 10,665 4,053 7,310 3,301 21,747 70,242 Substandard-nonaccrual 605 12,054 5,388 2,903 7,308 7,290 1,437 36,985 Doubtful-nonaccrual 3 — — — — — — 3 Total loans $ 2,882,014 $ 9,578,107 $ 6,618,721 $ 2,713,087 $ 1,612,913 $ 1,761,994 $ 5,131,035 $ 30,297,871 Current period gross charge-offs $ — (4,319) (4,007) (842) (3) (162) (4,689) $ (14,022) |
Past Due Balances by Loan Classification | The table below presents the aging of past due balances by loan segment at March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 30-59 days past due 60-89 days past due 90 days or more past due Total Current Total loans Commercial real estate: Owner occupied $ 1,075 $ — $ 1,789 $ 2,864 $ 3,683,932 $ 3,686,796 Non-owner occupied 405 272 206 883 6,886,850 6,887,733 Consumer real estate – mortgage 12,803 1,325 4,844 18,972 4,512,313 4,531,285 Construction and land development 52 — 130 182 3,908,842 3,909,024 Commercial and industrial 12,427 4,933 12,401 29,761 10,693,566 10,723,327 Consumer and other 4,213 2,353 954 7,520 552,186 559,706 Total $ 30,975 $ 8,883 $ 20,324 $ 60,182 $ 30,237,689 $ 30,297,871 December 31, 2022 Commercial real estate: Owner occupied $ 2,112 $ 615 $ 1,139 $ 3,866 $ 3,583,391 $ 3,587,257 Non-owner occupied 359 48 1,681 2,088 6,540,531 6,542,619 Consumer real estate – mortgage 13,635 83 9,094 22,812 4,412,234 4,435,046 Construction and land development 221 102 130 453 3,679,045 3,679,498 Commercial and industrial 15,457 13,713 9,428 38,598 10,202,764 10,241,362 Consumer and other 4,056 1,688 746 6,490 549,333 555,823 Total $ 35,840 $ 16,249 $ 22,218 $ 74,307 $ 28,967,298 $ 29,041,605 |
Details of Changes in the Allowance for Loan Losses | The following table details the changes in the allowance for credit losses for the three months ended March 31, 2023 and 2022, respectively, by loan classification (in thousands): Commercial real estate - Owner occupied Commercial real estate - Non-owner occupied Consumer Construction and land development Commercial and industrial Consumer Total Three months ended March 31, 2023: Balance at December 31, 2022 $ 26,617 $ 40,479 $ 36,536 $ 36,114 $ 144,353 $ 16,566 $ 300,665 Charged-off loans — — (130) — (10,649) (3,243) (14,022) Recovery of previously charged-off loans 8 30 671 221 3,711 2,091 6,732 Provision for credit losses on loans (3,027) 1,405 2,083 1,264 16,214 2,527 20,466 Balance at March 31, 2023 $ 23,598 $ 41,914 $ 39,160 $ 37,599 $ 153,629 $ 17,941 $ 313,841 Three months ended March 31, 2022: Balance at December 31, 2021 $ 19,618 $ 58,504 $ 32,104 $ 29,429 $ 112,340 $ 11,238 $ 263,233 Charged-off loans (86) — (162) — (4,380) (1,884) (6,512) Recovery of previously charged-off loans 127 63 294 74 1,924 1,072 3,554 Provision for credit losses on loans (154) (2,489) 84 320 2,528 1,054 1,343 Balance at March 31, 2022 $ 19,505 $ 56,078 $ 32,320 $ 29,823 $ 112,412 $ 11,480 $ 261,618 |
Schedule of Collateral Dependent Loans Individually Evaluated for ACL | The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, as of March 31, 2023 and December 31, 2022 (in thousands): Real Estate Business Assets Other Total March 31, 2023 Commercial real estate: Owner occupied $ 5,218 $ — $ — $ 5,218 Non-owner occupied 3,339 — — 3,339 Consumer real estate – mortgage 19,805 — — 19,805 Construction and land development 196 — — 196 Commercial and industrial — 13,581 7,206 20,787 Consumer and other — — — — Total $ 28,558 $ 13,581 $ 7,206 $ 49,345 December 31, 2022 Commercial real estate: Owner occupied $ 10,804 $ — $ — $ 10,804 Non-owner occupied 4,795 — — 4,795 Consumer real estate – mortgage 22,466 — — 22,466 Construction and land development 299 — — 299 Commercial and industrial — 12,327 — 12,327 Consumer and other — — 2 2 Total $ 38,364 $ 12,327 $ 2 $ 50,693 |
Financing Receivable, Nonaccrual | The table below presents the amortized cost basis of loans on nonaccrual status and loans past due 90 or more days and still accruing interest at March 31, 2023 and December 31, 2022. Also presented is the balance of loans on nonaccrual status at March 31, 2023 for which there was no related allowance for credit losses recorded (in thousands): March 31, 2023 December 31, 2022 Total nonaccrual loans Nonaccrual loans with no allowance for credit losses Loans past due 90 or more days and still accruing Total nonaccrual loans Nonaccrual loans with no allowance for credit losses Loans past due 90 or more days and still accruing Commercial real estate: Owner occupied $ 2,306 $ — $ — $ 1,882 $ — $ — Non-owner occupied 752 — — 2,244 1,040 — Consumer real estate – mortgage 16,907 — — 17,330 — — Construction and land development 130 — — 231 — — Commercial and industrial 16,830 8,254 4,330 16,345 8,003 3,663 Consumer and other 63 — 954 84 — 743 Total $ 36,988 $ 8,254 $ 5,284 $ 38,116 $ 9,043 $ 4,406 |
Summary of Loan Portfolio Credit Risk Exposure | Pinnacle Financial analyzes its commercial loan portfolio to determine if a concentration of credit risk exists to any industries. Pinnacle Financial utilizes broadly accepted industry classification systems in order to classify borrowers into various industry classifications. Pinnacle Financial has a credit exposure (loans outstanding plus unfunded lines of credit) exceeding 25% of Pinnacle Bank's total risk-based capital to borrowers in the following industries at March 31, 2023 with the comparative exposures for December 31, 2022 (in thousands): March 31, 2023 Outstanding Principal Balances Unfunded Commitments Total exposure Total Exposure at December 31, 2022 Lessors of nonresidential buildings $ 4,436,203 $ 1,980,583 $ 6,416,786 $ 7,058,045 Lessors of residential buildings 1,484,693 1,591,855 3,076,548 3,725,186 New Housing For-Sale Builders 599,664 922,963 1,522,627 1,763,089 Music Publishers 615,510 485,947 1,101,457 1,127,636 |
Modifications | The following table shows the amortized cost basis as of March 31, 2023 of the loans modified to borrowers experiencing financial difficulty, disaggregated by class of loans and type of modification granted and describes the financial effect of the modifications made to borrowers experiencing financial difficulty (in thousands): Payment Delay Amortized Cost Basis % of Total Loan Type Financial Effect March 31, 2023 Commercial real estate: Owner occupied $ — $ — Non-owner occupied — — Consumer real estate – mortgage — — Construction and land development — — Commercial and industrial 2,403 0.02 % Provided a 90 day forbearance period for payoff Consumer and other — — Total $ 2,403 |
Stock Options and Restricted _2
Stock Options and Restricted Shares (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of the stock option activity within the equity incentive plans during the three months ended March 31, 2023 and information regarding, contractual terms remaining, intrinsic values and other matters is as follows: Number Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2022 40,188 $ 25.00 0.33 $ 1,945 (1) Granted — Exercised (39,758) Forfeited — Outstanding at March 31, 2023 430 $ 25.00 1.68 $ 13 (2) Options exercisable at March 31, 2023 430 $ 25.00 1.68 $ 13 (2) (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $73.40 per common share at December 31, 2022 for the 40,188 options that were in-the-money at December 31, 2022. (2) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $55.16 per common share at March 31, 2023 for the 430 options that were in-the-money at March 31, 2023. |
Summary of Activity for Unvested Restricted Share Awards | A summary of activity for unvested restricted share awards for the three months ended March 31, 2023 is as follows: Number Grant Date Unvested at December 31, 2022 675,611 $ 78.53 Shares awarded 200,853 Restrictions lapsed and shares released to associates/directors (142,897) Shares forfeited (7,464) Unvested at March 31, 2023 726,103 $ 77.95 Pinnacle Financial has granted restricted share awards to associates and outside directors with a time-based vesting criteria. Compensation expense associated with time-based vesting restricted share awards is recognized over the time period that the restrictions associated with the awards lapse on a straight-line basis based on the total cost of the award. The following table outlines restricted stock grants that were made, grouped by similar vesting criteria, during the three months ended March 31, 2023. The table reflects the life-to-date activity for these awards: Grant Group (1) Vesting Shares Restrictions lapsed and shares released to participants Shares withheld for taxes by participants Shares forfeited by participants (4) Shares unvested Time Based Awards 2023 Associates (2) 5 190,013 31 25 2,204 187,753 Outside Director Awards (3) 2023 Outside directors 1 10,840 — — — 10,840 (1) Groups include employees (referred to as associates above) and outside directors. When the restricted shares are awarded, a participant receives voting rights and forfeitable dividend rights with respect to the shares, but is not able to transfer the shares until the restrictions have lapsed. Once the restrictions lapse, the participant is taxed on the value of the award and may elect to sell some shares (or have Pinnacle Financial withhold some shares) to pay the applicable income taxes associated with the award. Alternatively, the recipient can pay the withholding taxes in cash. For time-based vesting restricted share awards, dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination. For awards to Pinnacle Financial's directors, dividends are placed into escrow until the forfeiture restrictions on such shares lapse. (2) The forfeiture restrictions on these restricted share awards lapse in equal annual installments on the anniversary date of the grant. (3) Restricted share awards are issued to the outside members of the board of directors in accordance with their board compensation plan. Restrictions lapse on March 1, 2024 based on each individual board member meeting attendance goals for the various board and board committee meetings to which each member was scheduled to attend. (4) These shares represent forfeitures resulting from recipients whose employment or board membership was terminated during the year-to-date period ended March 31, 2023. Any dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination or will not be distributed from escrow, as applicable. |
Summary of Restricted Share Unit awards | Restricted Stock Unit Awards A summary of activity for unvested restricted stock units for the three months ended March 31, 2023 is as follows: Number Grant Date Unvested at December 31, 2022 73,983 $ 88.21 Shares awarded 70,716 Restrictions lapsed and shares released to associates (31,392) Shares forfeited (6,680) Unvested at March 31, 2023 106,627 $ 77.90 Pinnacle Financial grants restricted stock units to its Named Executive Officers (NEOs) and leadership team members with time-based vesting criteria. Compensation expense associated with time-based vesting restricted stock unit awards is recognized over the time period that the restrictions associated with the awards lapse on a straight-line basis based on the total cost of the award. The following table outlines restricted stock unit grants that were made, grouped by similar vesting criteria, during the three months ended March 31, 2023. The table reflects the life-to-date activity for these awards: Grant year Vesting Shares Restrictions lapsed and shares released to participants Shares withheld for taxes by participants Shares forfeited by participants (1) Shares unvested 2023 3 70,716 153 100 3,912 66,551 (1) These shares represent forfeitures resulting from recipients whose employment was terminated during the year-to-date period ended March 31, 2023. Dividend equivalents are held in escrow for award recipients for dividends paid prior to the forfeiture restrictions lapsing. Such dividend equivalents are not released from escrow if an award is forfeited. Performance Stock Unit Awards The following table details the performance stock unit awards outstanding at March 31, 2023: Units Awarded Grant year NEOs (1) Leadership Team other than NEOs Applicable performance periods associated with each tranche Service period per tranche Subsequent holding period per tranche Period in which units to be settled into shares of common stock (2) 2023 103,136 — 247,515 61,673 2023-2025 0 0 2026 2022 56,465 — 135,514 32,320 2022-2024 0 0 2025 2022 — — 230,000 — 2022-2024 0 1 2026 2021 89,234 — 214,155 45,240 2021-2023 0 0 2024 2020 136,137 — 204,220 59,648 2020 2 3 2025 2021 2 2 2025 2022 2 1 2025 2019 166,211 — 249,343 52,244 2019 2 3 2024 2020 2 2 2024 2021 2 1 2024 (1) The named executive officers are awarded a range of awards that generally may be earned based on attainment of goals between a target level of performance and a maximum level of performance. The 230,000 performance units awarded to the NEOs in 2022 may be earned based on target level performance and do not include maximum level payout. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Interest Rate Swaps | A summary of Pinnacle Financial's interest rate swaps to facilitate customers' transactions as of March 31, 2023 and December 31, 2022 is included in the following table (in thousands): March 31, 2023 December 31, 2022 Notional Estimated Fair Value (1) Notional Estimated Fair Value (1) Interest rate swap agreements: Assets $ 1,791,761 $ 45,773 $ 1,620,520 $ 39,763 Liabilities 1,791,761 (75,114) 1,620,520 (96,483) Total $ 3,583,522 $ (29,341) $ 3,241,040 $ (56,720) (1) The variation margin payments for derivatives cleared through central clearing houses are characterized as settlements. At March 31, 2023 and December 31, 2022, the notional amount of interest rate swap agreements designated as non-hedge derivatives cleared through clearing houses was $526.3 million and $827.3 million with a fair value that approximates zero due to $28.9 million and $56.3 million in received variation margin payments. The effects of Pinnacle Financial's interest rate swaps to facilitate customers' transactions on the income statement during the three months ended March 31, 2023 and 2022 were as follows (in thousands): Amount of Gain (Loss) Recognized in Income Location of Gain (Loss) Recognized in Income Three Months Ended March 31, 2023 2022 Interest rate swap agreements Other noninterest income $ (63) $ 281 |
Schedule of Derivative Instruments | Derivatives designated as cash flow hedges For derivative instruments that are designated and qualify as a cash flow hedge, the aggregate fair value of the derivative instrument is recorded in other assets or other liabilities with any gain or loss related to changes in fair value recorded in accumulated other comprehensive income (loss), net of tax. The gain or loss is reclassified into earnings in the same period during which the hedged asset or liability affects earnings and is presented in the same income statement line item as the earnings effect of the hedged asset or liability. Pinnacle Financial uses forward cash flow hedge relationships in an effort to manage future interest rate exposure. A summary of the cash flow hedge relationships as of March 31, 2023 and December 31, 2022 are as follows (in thousands): March 31, 2023 December 31, 2022 Balance Sheet Location Weighted Average Remaining Maturity (In Years) Receive Rate Pay Rate Notional Amount Estimated Fair Value Notional Amount Estimated Fair Value Asset derivatives Interest rate floor - loans Other assets 4.59 4.00%-4.50% minus USD-Term SOFR 1M N/A $ 875,000 $ 54,091 $ 875,000 $ 48,622 Interest rate collars - loans Other assets 4.59 4.25%-4.75% minus USD-Term SOFR 1M USD-Term SOFR 1M minus 6.75%-7.00% 875,000 53,644 875,000 45,553 $ 1,750,000 $ 107,735 $ 1,750,000 $ 94,175 The effects of Pinnacle Financial's cash flow hedge relationships on the statement of comprehensive income (loss) during the three months ended March 31, 2023 and 2022 were as follows, net of tax (in thousands): Amount of Loss Recognized Three Months Ended March 31, Asset derivatives 2023 2022 Interest rate floors and collars - loans $ 11,978 $ — The cash flow hedges were determined to be highly effective during the periods presented and as a result qualify for hedge accounting treatment. If a hedge was deemed to be ineffective, the amount included in accumulated other comprehensive income (loss) would be reclassified into a line item within the statement of income that impacts operating results. The hedge would no longer be considered effective if a portion of the hedge becomes ineffective, the item hedged is no longer in existence or Pinnacle Financial discontinues hedge accounting. Gains on cash flow hedges totaling $2.5 million, net of tax, were reclassified from accumulated other comprehensive income (loss) into net income during both the three months ended March 31, 2023 and March 31, 2022, respectively. Approximately $9.8 million in unrealized gains, net of tax, are expected to be reclassified from accumulated other comprehensive income (loss) into net income over the next twelve months related to previously terminated cash flow hedges. Derivatives designated as fair value hedges For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item. Pinnacle Financial utilizes interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate callable available-for-sale securities. The hedging strategy converts the fixed interest rates to variable interest rates based on LIBOR, federal funds rates, or SOFR. These derivatives are designated as partial term hedges of selected cash flows covering specified periods of time prior to the call dates of the hedged securities. In March 2023, Pinnacle Financial entered into fair value hedges with aggregate notional amounts of $425.0 million to mitigate the effect of changing interest rates on FHLB advances with payments beginning in the first quarter of 2024. A summary of Pinnacle Financial's fair value hedge relationships as of March 31, 2023 and December 31, 2022 is as follows (in thousands): March 31, 2023 December 31, 2022 Balance Sheet Location Weighted Average Remaining Maturity (In Years) Weighted Average Pay Rate Receive Rate Notional Amount Estimated Fair Value (1) Notional Amount Estimated Fair Value (1) Asset derivatives Interest rate swaps - securities Other assets 7.18 2.25% 3 month LIBOR/ Federal Funds/ SOFR $ 1,420,724 $ 32,464 $ 1,420,724 $ 56,056 Liability derivatives Interest rate swaps - borrowings Other liabilities 4.84 N/A —% $ 425,000 $ 1,883 $ — $ — $ 1,845,724 $ 34,347 $ 1,420,724 $ 56,056 (1) The variation margin payments for derivatives cleared through central clearing houses are characterized as settlements. At March 31, 2023 and December 31, 2022, the notional amount of fair value derivatives cleared through central clearing houses was $1.3 billion and $877.7 million with a fair value that approximates zero due to $39.8 million and $47.9 million in received variation margin. Notional amounts of $464.7 million included in the table above as of March 31, 2023 receive a variable rate of interest based on three month LIBOR, notional amounts totaling $392.2 million as of March 31, 2023 receive a variable rate of interest based on the daily compounded federal funds rate, and notional amounts totaling $563.8 million as of March 31, 2023 receive a variable rate of interest based on the daily compounded SOFR. The effects of Pinnacle Financial's securities fair value hedge relationships on the income statement during the three months ended March 31, 2023 and 2022 were as follows (in thousands): Location of Gain (Loss) Amount of Gain (Loss) Recognized in Income Three Months Ended March 31, Securities 2023 2022 Interest rate swaps - securities Interest income on securities $ (31,685) $ 48,839 Securities available-for-sale Interest income on securities $ 31,685 $ (48,839) FHLB advances Interest rate swaps - FHLB advances Interest expense on FHLB advances and other borrowings $ 1,883 $ — FHLB advances Interest expense on FHLB advances and other borrowings $ (1,883) $ — The following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges at March 31, 2023 and December 31, 2022 (in thousands): Carrying Amount of the Hedged Assets/Liabilities Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/Liabilities March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Line item on the balance sheet Securities available-for-sale $ 1,465,424 $ 1,445,511 $ (32,464) $ (56,056) Federal Home Loan Bank advances $ 426,883 $ — $ 1,883 $ — During the three months ended March 31, 2023 and 2022 amortization expense totaling $210,000 and $639,000, respectively, related to previously terminated fair value hedges was recognized as a reduction to interest income on loans. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present financial instruments measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, by caption on the consolidated balance sheets and by FASB ASC 820 valuation hierarchy (as described above) (in thousands): Total carrying value in the consolidated balance sheet Quoted market prices in an active market Models with significant observable market parameters Models with significant unobservable market parameters March 31, 2023 Investment securities available-for-sale: U.S. Treasury securities $ 208,204 $ — $ 208,204 $ — U.S. Government agency securities 426,205 — 426,205 — Mortgage-backed securities 1,002,208 — 1,002,208 — Total carrying value in the consolidated balance sheet Quoted market prices in an active market Models with significant observable market parameters Models with significant unobservable market parameters State and municipal securities 1,553,824 — 1,553,345 479 Agency-backed securities 172,310 — 172,310 — Corporate notes and other 462,452 — 462,452 — Total investment securities available-for-sale 3,825,203 — 3,824,724 479 Other investments 163,382 — 22,372 141,010 Other assets 189,681 — 189,681 — Total assets at fair value $ 4,178,266 $ — $ 4,036,777 $ 141,489 Other liabilities $ 75,711 $ — $ 75,711 $ — Total liabilities at fair value $ 75,711 $ — $ 75,711 $ — December 31, 2022 Investment securities available-for-sale: U.S. Treasury securities $ 194,184 $ — $ 194,184 $ — U.S. Government agency securities 396,157 — 396,157 — Mortgage-backed securities 971,576 — 971,576 — State and municipal securities 1,412,306 — 1,411,677 629 Agency-backed securities 117,403 — 117,403 — Corporate notes and other 467,244 — 467,244 — Total investment securities available-for-sale 3,558,870 — 3,558,241 629 Other investments 153,011 — 22,029 130,982 Other assets 190,629 — 190,629 — Total assets at fair value $ 3,902,510 $ — $ 3,770,899 $ 131,611 Other liabilities $ 96,483 $ — $ 96,483 $ — Total liabilities at fair value $ 96,483 $ — $ 96,483 $ — |
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis | The following table presents assets measured at fair value on a nonrecurring basis as of March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 Total carrying value in the consolidated balance sheet Quoted market prices in an active market Models with significant observable market parameters Models with significant unobservable market Other real estate owned $ 7,802 $ — $ — $ 7,802 Collateral dependent loans (1) 30,901 — — 30,901 Total $ 38,703 $ — $ — $ 38,703 December 31, 2022 Other real estate owned $ 7,952 $ — $ — $ 7,952 Collateral dependent loans (1) 33,767 — — 33,767 Total $ 41,719 $ — $ — $ 41,719 (1) The carrying values of collateral dependent loans at March 31, 2023 and December 31, 2022 are net of valuation allowances of $7.3 million and $6.5 million, respectively. |
Rollforward of the Balance Sheet Amounts, Unobservable Input Reconciliation | The table below includes a rollforward of the balance sheet amounts for the three months ended March 31, 2023 and 2022 (including the change in fair value) for financial instruments classified by Pinnacle Financial within Level 3 of the valuation hierarchy measured at fair value on a recurring basis including changes in fair value due in part to observable factors that are part of the valuation methodology (in thousands): For the Three months ended March 31, 2023 2022 Available-for-sale Securities Other Available-for-sale Securities Other Fair value, beginning of period $ 629 $ 130,982 $ 828 $ 100,996 Total realized gains included in income 1 2,360 2 1,710 Changes in unrealized gains/losses included in other comprehensive income (loss) 8 — (10) — Purchases — 9,202 — 7,411 Issuances — — — — Settlements (159) (1,534) (158) (3,423) Transfers out of Level 3 — — — — Fair value, end of period $ 479 $ 141,010 $ 662 $ 106,694 Total realized gains included in income $ 1 $ 2,360 $ 2 $ 1,710 |
Carrying Amounts, Estimated Fair Value and Placement in the Fair Value Hierarchy of Financial Instruments | The following tables present the carrying amounts, estimated fair value and placement in the fair value hierarchy of Pinnacle Financial's financial instruments at March 31, 2023 and December 31, 2022. This table excludes financial instruments for which the carrying amount approximates fair value. For short-term financial assets such as cash, cash equivalents, and restricted cash, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization. For financial liabilities such as non-interest bearing demand, interest-bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity (in thousands): Carrying Amount Estimated Fair Value (1) Quoted market prices in an active market Models with significant observable market parameters Models with significant unobservable market March 31, 2023 Financial assets: Securities purchased with agreement to resell $ 509,872 $ 453,019 $ — $ — $ 453,019 Securities held-to-maturity 3,053,628 2,788,713 — 2,788,713 — Loans, net 29,984,030 29,383,263 — — 29,383,263 Consumer loans held-for-sale 58,758 58,987 — 58,987 — Commercial loans held-for-sale 23,087 23,177 — 23,177 — Financial liabilities: Deposits and securities sold under agreements to repurchase 36,328,330 35,147,659 — — 35,147,659 Federal Home Loan Bank advances 2,166,508 2,213,391 — — 2,213,391 Subordinated debt and other borrowings 424,276 442,767 — — 442,767 Carrying Amount Estimated Fair Value (1) Quoted market prices in an active market Models with significant observable market parameters Models with significant unobservable market December 31, 2022 Financial assets: Securities purchased with agreement to resell $ 513,276 $ 440,390 $ — $ — $ 440,390 Securities held-to-maturity 3,079,050 2,744,946 — 2,744,946 — Loans, net 28,740,940 27,901,662 — — 27,901,662 Consumer loans held-for-sale 42,237 42,353 — 42,353 — Commercial loans held-for-sale 21,093 21,151 — 21,151 — Financial liabilities: Deposits and securities sold under agreements to repurchase 35,156,148 34,435,447 — — 34,435,447 Federal Home Loan Bank advances 464,436 477,673 — — 477,673 Subordinated debt and other borrowings 424,055 430,884 — — 430,884 (1) Estimated fair values are consistent with an exit-price concept. The assumptions used to estimate the fair values are intended to approximate those that a market-participant would realize in a hypothetical orderly transaction. |
Regulatory Matters (Tables)
Regulatory Matters (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Broker-Dealer, Net Capital Requirement, SEC Regulation [Abstract] | |
Summary of Regulatory Capital Requirement | Management believes, as of March 31, 2023, that Pinnacle Financial and Pinnacle Bank met all capital adequacy requirements to which they are subject. To be categorized as well-capitalized under applicable banking regulations, Pinnacle Bank must maintain certain total risk-based, Tier 1 risk-based, common equity Tier 1 and Tier 1 leverage ratios as set forth in the following table and not be subject to a written agreement, order or directive to maintain a higher capital level. The capital conservation buffer is not included in the required ratios of the table presented below. Pinnacle Financial's and Pinnacle Bank's actual capital amounts and resulting ratios, not including the applicable 2.5% capital conservation buffer, are presented in the following table (in thousands): Actual Minimum Capital Minimum To Be Well-Capitalized (1) Amount Ratio Amount Ratio Amount Ratio At March 31, 2023 Total capital to risk weighted assets: Pinnacle Financial $ 4,720,387 12.4 % $ 3,049,413 8.0 % $ 3,811,766 10.0 % Pinnacle Bank $ 4,417,066 11.6 % $ 3,041,133 8.0 % $ 3,801,416 10.0 % Tier 1 capital to risk weighted assets: Pinnacle Financial $ 3,992,847 10.5 % $ 2,287,060 6.0 % $ 2,287,060 6.0 % Pinnacle Bank $ 4,118,526 10.8 % $ 2,280,849 6.0 % $ 3,041,133 8.0 % Common equity Tier 1 capital to risk weighted assets Pinnacle Financial $ 3,775,599 9.9 % $ 1,715,295 4.5 % N/A N/A Pinnacle Bank $ 4,118,404 10.8 % $ 1,710,637 4.5 % $ 2,470,920 6.5 % Tier 1 capital to average assets (*): Pinnacle Financial $ 3,992,847 9.6 % $ 1,660,651 4.0 % N/A N/A Pinnacle Bank $ 4,118,526 9.9 % $ 1,656,143 4.0 % $ 2,070,179 5.0 % Actual Minimum Capital Minimum To Be Well-Capitalized (1) At December 31, 2022 Total capital to risk weighted assets: Pinnacle Financial $ 4,584,292 12.4 % $ 2,949,276 8.0 % $ 3,686,595 10.0 % Pinnacle Bank $ 4,282,742 11.6 % $ 2,941,082 8.0 % $ 3,676,353 10.0 % Tier 1 capital to risk weighted assets: Pinnacle Financial $ 3,888,100 10.5 % $ 2,211,957 6.0 % $ 2,211,957 6.0 % Pinnacle Bank $ 4,015,550 10.9 % $ 2,205,812 6.0 % $ 2,941,082 8.0 % Common equity Tier 1 capital to risk weighted assets Pinnacle Financial $ 3,670,851 10.0 % $ 1,658,968 4.5 % N/A N/A Pinnacle Bank $ 4,015,427 10.9 % $ 1,654,359 4.5 % $ 2,389,629 6.5 % Tier 1 capital to average assets (*): Pinnacle Financial $ 3,888,100 9.7 % $ 1,595,457 4.0 % N/A N/A Pinnacle Bank $ 4,015,550 10.1 % $ 1,591,502 4.0 % $ 1,989,378 5.0 % (1) "Well-capitalized minimum Common equity Tier 1 capital to risk weighted assets and Tier 1 capital to average assets are not formally defined under applicable banking regulations for bank holding companies. (*) Average assets for the above calculations were based on the most recent quarter. |
Other borrowings (Tables)
Other borrowings (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Subordinated Debt [Abstract] | |
Schedule of Other Borrowings | Pinnacle Financial has twelve wholly-owned subsidiaries that are statutory business trusts created for the exclusive purpose of issuing 30-year capital trust preferred securities and has entered into certain other subordinated debt agreements. These instruments are outlined below as of March 31, 2023 (in thousands): Name Date Maturity Total Debt Outstanding Interest Rate at March 31, 2023 Coupon Structure Trust preferred securities PNFP Statutory Trust I December 29, 2003 December 30, 2033 $ 10,310 7.71 % 3-month LIBOR + 2.80% (1) PNFP Statutory Trust II September 15, 2005 September 30, 2035 20,619 6.56 % 3-month LIBOR + 1.40% (1) PNFP Statutory Trust III September 7, 2006 September 30, 2036 20,619 6.81 % 3-month LIBOR + 1.65% (1) PNFP Statutory Trust IV October 31, 2007 September 30, 2037 30,928 7.72 % 3-month LIBOR + 2.85% (1) BNC Capital Trust I April 3, 2003 April 15, 2033 5,155 8.08 % 3-month LIBOR + 3.25% (1) BNC Capital Trust II March 11, 2004 April 7, 2034 6,186 7.68 % 3-month LIBOR + 2.85% (1) BNC Capital Trust III September 23, 2004 September 23, 2034 5,155 7.23 % 3-month LIBOR + 2.40% (1) BNC Capital Trust IV September 27, 2006 December 31, 2036 7,217 6.86 % 3-month LIBOR + 1.70% (1) Valley Financial Trust I June 26, 2003 June 26, 2033 4,124 8.23 % 3-month LIBOR + 3.10% (1) Valley Financial Trust II September 26, 2005 December 15, 2035 7,217 6.36 % 3-month LIBOR + 1.49% (1) Valley Financial Trust III December 15, 2006 January 30, 2037 5,155 6.53 % 3-month LIBOR + 1.73% (1) Southcoast Capital Trust III August 5, 2005 September 30, 2035 10,310 6.66 % 3-month LIBOR + 1.50% (1) Subordinated Debt Pinnacle Financial Subordinated Notes September 11, 2019 September 15, 2029 300,000 4.13 % Fixed (2) Debt issuance costs and fair value adjustments (8,719) Total subordinated debt and other borrowings $ 424,276 (1) Expected to transition to 3-month term SOFR plus a comparable tenor spread adjustment when 3-month LIBOR is no longer published on a future adjustment date. (2) Migrates to three month LIBOR + 2.775% (or an alternative benchmark rate plus comparable spread in the event that three month LIBOR is no longer published on such adjustment date) beginning September 15, 2024 through the end of the term. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | |||
Mar. 01, 2022 USD ($) | Mar. 31, 2023 USD ($) market | Mar. 31, 2022 USD ($) | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||||
Number of markets entity operates | market | 17 | |||
Schedule of Equity Method Investments [Line Items] | ||||
Gain on remeasurement of previously held noncontrolling interest | $ 0 | $ 5,500 | ||
Bankers Healthcare Group, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership interest (as percent) | 49% | |||
JB&B Capital | JB&B Capital | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership interest (as percent) | 80% | 20% | ||
Acquisition, cash price | $ 32,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Assets | 12,900 | |||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 8,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 29,500 | |||
Gain on remeasurement of previously held noncontrolling interest | $ 5,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2020 | Sep. 30, 2018 | |
Cash Transactions: | ||||
Interest paid | $ 181,254 | $ 22,772 | ||
Income Taxes Paid | 5,121 | 625 | ||
Operating lease payments | 4,700 | 3,819 | ||
Noncash Transactions: | ||||
Loans charged-off to the allowance for credit losses | 14,022 | 6,512 | ||
Loans foreclosed upon and transferred to other real estate owned | 150 | 0 | ||
Available-for-sale securities transferred to held-to-maturity portfolio | 0 | 1,059,737 | $ 873,600 | $ 179,800 |
Right of use assets recognized during the period in exchange for lease obligations | $ 3,603 | $ 1,528 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Basic and Diluted Net Income Per Share Calculations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Basic net income per common share calculation: | ||
Net income available to common shareholders | $ 133,473 | $ 125,312 |
Denominator - Weighted average common shares outstanding (in shares) | 75,921,282 | 75,654,986 |
Basic net income per common share (in dollars per share) | $ 1.76 | $ 1.66 |
Diluted net income per common share calculation: | ||
Numerator - Net income available to common shareholders | $ 133,473 | $ 125,312 |
Dilutive shares contingently issuable (in shares) | 121,000 | 275,000 |
Weighted Average Number of Shares Outstanding, Diluted | 76,042,328 | 75,930,372 |
Diluted net income per common share (in dollars per share) | $ 1.76 | $ 1.65 |
Equity method investment - Fina
Equity method investment - Financial Position and Results of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||
Assets | $ 45,119,587 | $ 41,970,021 | |
Liabilities | 39,435,459 | 36,450,629 | |
Total liabilities and shareholders' equity | 45,119,587 | 41,970,021 | |
Bankers Healthcare Group, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Assets | 4,470,032 | 4,375,643 | |
Liabilities | 3,916,653 | 3,821,725 | |
Equity interests | 553,379 | 553,918 | |
Total liabilities and shareholders' equity | 4,470,032 | $ 4,375,643 | |
Revenues | 301,951 | $ 238,612 | |
Net income | $ 46,643 | $ 69,826 |
Equity method investment - Narr
Equity method investment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||
Technology, trade name and customer relationship intangibles | $ 32,761 | $ 34,555 | |
Amortization of Intangible Assets | 1,794 | $ 1,871 | |
Dividends received from equity method investment | 23,961 | 12,232 | |
Loans | 30,297,871 | 29,041,605 | |
Bankers Healthcare Group, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Technology, trade name and customer relationship intangibles | 6,200 | 6,300 | |
Amortization of Intangible Assets | 87 | 128 | |
Accretion income | 95 | 243 | |
Dividends received from equity method investment | 24,000 | 12,200 | |
Payments to Acquire Loans Held-for-investment | 0 | $ 0 | |
Loans | $ 329,300 | $ 350,600 |
Securities Securities - Narrati
Securities Securities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2020 | Sep. 30, 2018 | Dec. 31, 2022 | |
Debt Securities, Available-for-sale [Line Items] | |||||
Available-for-sale securities transferred to Held-to-Maturity | $ 0 | $ 1,059,737 | $ 873,600 | $ 179,800 | |
Unrealized after tax gain (loss) on available for sale securities transferred to the held to maturity portfolio | 1,500 | $ 69,000 | $ (2,200) | ||
Secured borrowing under agreement to repurchase | 149,800 | ||||
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss | 280,102 | $ 325,426 | |||
Debt Securities, Available-for-sale, Unrealized Loss Position | 2,996,213 | $ 3,007,832 | |||
Sales | 0 | 2,866 | |||
Debt Securities, Available-for-sale, Realized Loss | $ 61 | ||||
Securities pledged as collateral | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Financial Instruments, Owned, at Fair Value | 951,800 | ||||
Securities pledged as collateral | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Secured borrowing under agreement to repurchase | $ 149,800 |
Securities - Amortized Cost and
Securities - Amortized Cost and Fair Value of Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Securities available-for-sale [Abstract] | ||
Amortized Cost | $ 4,089,976 | $ 3,871,491 |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Gain, before Tax | 15,329 | 12,805 |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Loss, before Tax | 280,102 | 325,426 |
Fair Value | 3,825,203 | 3,558,870 |
Available-for-sale, Amortized Cost [Abstract] | ||
Due in one year or less | 39,764 | |
Due in one year to five years | 192,878 | |
Due in five years to ten years | 725,958 | |
Due after ten years | 1,817,433 | |
Mortgage-backed securities | 1,127,326 | |
Asset-backed securities | 186,617 | |
Amortized Cost | 4,089,976 | 3,871,491 |
Available-for-sale, Fair Value [Abstract] | ||
Due in one year or less | 39,027 | |
Due in one year to five years | 198,742 | |
Due in five years to ten years | 665,002 | |
Due after ten years | 1,747,914 | |
Mortgage-backed securities | 1,002,208 | |
Asset-backed securities | 172,310 | |
Fair Value | 3,825,203 | 3,558,870 |
Securities held-to-maturity [Abstract] | ||
Amortized Cost | 3,055,535 | 3,080,658 |
Gross Unrealized Gains | 5,903 | 2,268 |
Gross Unrealized Losses | 272,725 | 337,980 |
Fair Value | 2,788,713 | 2,744,946 |
Allowance for credit losses - securities held-to-maturity | (1,907) | (1,608) |
HeldToMaturitySecurities, net of allowance for credit losses | 3,053,628 | 3,079,050 |
Held-to-maturity, Amortized Cost [Abstract] | ||
Due in one year or less | 0 | |
Due in one year to five years | 417,781 | |
Due in five years to ten years | 133,425 | |
Due after ten years | 1,911,568 | |
Mortgage-backed securities | 393,567 | |
Asset-backed securities | 199,194 | |
Amortized Cost | 3,055,535 | 3,080,658 |
Held-to-maturity, Fair Value [Abstract] | ||
Due in one year or less | 0 | |
Due in one year to five years | 391,711 | |
Due in five years to ten years | 122,346 | |
Due after ten years | 1,730,023 | |
Mortgage-backed securities | 361,110 | |
Asset-backed securities | 183,523 | |
Fair Value | 2,788,713 | 2,744,946 |
U.S. Treasury securities | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 212,637 | 196,151 |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Gain, before Tax | 1 | 0 |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Loss, before Tax | 4,434 | 1,967 |
Fair Value | 208,204 | 194,184 |
Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 212,637 | 196,151 |
Available-for-sale, Fair Value [Abstract] | ||
Fair Value | 208,204 | 194,184 |
Securities held-to-maturity [Abstract] | ||
Amortized Cost | 90,636 | 92,738 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 5,308 | 6,472 |
Fair Value | 85,328 | 86,266 |
Held-to-maturity, Amortized Cost [Abstract] | ||
Amortized Cost | 90,636 | 92,738 |
Held-to-maturity, Fair Value [Abstract] | ||
Fair Value | 85,328 | 86,266 |
U.S. Government agency securities | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 457,346 | 432,475 |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Loss, before Tax | 31,141 | 36,318 |
Fair Value | 426,205 | 396,157 |
Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 457,346 | 432,475 |
Available-for-sale, Fair Value [Abstract] | ||
Fair Value | 426,205 | 396,157 |
Securities held-to-maturity [Abstract] | ||
Amortized Cost | 364,388 | 374,255 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 22,651 | 27,860 |
Fair Value | 341,737 | 346,395 |
Held-to-maturity, Amortized Cost [Abstract] | ||
Amortized Cost | 364,388 | 374,255 |
Held-to-maturity, Fair Value [Abstract] | ||
Fair Value | 341,737 | 346,395 |
Mortgage-backed securities | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 1,127,326 | 1,114,948 |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Gain, before Tax | 396 | 211 |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Loss, before Tax | 125,514 | 143,583 |
Fair Value | 1,002,208 | 971,576 |
Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 1,127,326 | 1,114,948 |
Available-for-sale, Fair Value [Abstract] | ||
Fair Value | 1,002,208 | 971,576 |
Securities held-to-maturity [Abstract] | ||
Amortized Cost | 393,567 | 413,119 |
Gross Unrealized Gains | 1,047 | 52 |
Gross Unrealized Losses | 33,504 | 41,593 |
Fair Value | 361,110 | 371,578 |
Held-to-maturity, Amortized Cost [Abstract] | ||
Amortized Cost | 393,567 | 413,119 |
Held-to-maturity, Fair Value [Abstract] | ||
Fair Value | 361,110 | 371,578 |
State and municipal securities | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 1,598,308 | 1,478,310 |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Gain, before Tax | 14,857 | 12,553 |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Loss, before Tax | 59,341 | 78,557 |
Fair Value | 1,553,824 | 1,412,306 |
Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 1,598,308 | 1,478,310 |
Available-for-sale, Fair Value [Abstract] | ||
Fair Value | 1,553,824 | 1,412,306 |
Securities held-to-maturity [Abstract] | ||
Amortized Cost | 1,919,770 | 1,927,778 |
Gross Unrealized Gains | 4,809 | 2,216 |
Gross Unrealized Losses | 186,649 | 233,564 |
Fair Value | 1,737,930 | 1,696,430 |
Held-to-maturity, Amortized Cost [Abstract] | ||
Amortized Cost | 1,919,770 | 1,927,778 |
Held-to-maturity, Fair Value [Abstract] | ||
Fair Value | 1,737,930 | 1,696,430 |
Asset-backed securities | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 186,617 | 134,386 |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Gain, before Tax | 21 | 0 |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Loss, before Tax | 14,328 | 16,983 |
Fair Value | 172,310 | 117,403 |
Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 186,617 | 134,386 |
Available-for-sale, Fair Value [Abstract] | ||
Fair Value | 172,310 | 117,403 |
Securities held-to-maturity [Abstract] | ||
Amortized Cost | 199,194 | 184,241 |
Gross Unrealized Gains | 47 | 0 |
Gross Unrealized Losses | 15,718 | 18,573 |
Fair Value | 183,523 | 165,668 |
Held-to-maturity, Amortized Cost [Abstract] | ||
Amortized Cost | 199,194 | 184,241 |
Held-to-maturity, Fair Value [Abstract] | ||
Fair Value | 183,523 | 165,668 |
Corporate notes and other | ||
Securities available-for-sale [Abstract] | ||
Amortized Cost | 507,742 | 515,221 |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Gain, before Tax | 54 | 41 |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Loss, before Tax | 45,344 | 48,018 |
Fair Value | 462,452 | 467,244 |
Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 507,742 | 515,221 |
Available-for-sale, Fair Value [Abstract] | ||
Fair Value | 462,452 | 467,244 |
Securities held-to-maturity [Abstract] | ||
Amortized Cost | 87,980 | 88,527 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 8,895 | 9,918 |
Fair Value | 79,085 | 78,609 |
Held-to-maturity, Amortized Cost [Abstract] | ||
Amortized Cost | 87,980 | 88,527 |
Held-to-maturity, Fair Value [Abstract] | ||
Fair Value | $ 79,085 | $ 78,609 |
Securities- Unrealized Losses (
Securities- Unrealized Losses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months | $ 392,251 | $ 1,456,921 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 6,796 | 77,421 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer | 2,603,962 | 1,550,911 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 273,306 | 248,005 |
Total investments with an unrealized loss, fair value | 2,996,213 | 3,007,832 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss, Total | 280,102 | 325,426 |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months | 20,090 | 192,188 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 430 | 1,963 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer | 180,809 | 1,997 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 4,004 | 4 |
Total investments with an unrealized loss, fair value | 200,899 | 194,185 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss, Total | 4,434 | 1,967 |
U.S. Government agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months | 25,888 | 46,062 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 62 | 2,224 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer | 400,168 | 350,094 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 31,079 | 34,094 |
Total investments with an unrealized loss, fair value | 426,056 | 396,156 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss, Total | 31,141 | 36,318 |
Mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months | 60,063 | 390,014 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 1,105 | 34,106 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer | 906,333 | 570,601 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 124,409 | 109,477 |
Total investments with an unrealized loss, fair value | 966,396 | 960,615 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss, Total | 125,514 | 143,583 |
State and municipal securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months | 170,787 | 568,691 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 74 | 18,863 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer | 635,725 | 304,451 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 59,267 | 59,694 |
Total investments with an unrealized loss, fair value | 806,512 | 873,142 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss, Total | 59,341 | 78,557 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months | 25,584 | 513 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 312 | 5 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer | 126,314 | 116,442 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 14,016 | 16,978 |
Total investments with an unrealized loss, fair value | 151,898 | 116,955 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss, Total | 14,328 | 16,983 |
Corporate notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months | 89,839 | 259,453 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 4,813 | 20,260 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer | 354,613 | 207,326 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 40,531 | 27,758 |
Total investments with an unrealized loss, fair value | 444,452 | 466,779 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss, Total | $ 45,344 | $ 48,018 |
Loans and Allowance for Credi_2
Loans and Allowance for Credit Losses - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Loans | $ 30,297,871 | $ 29,041,605 | |
Percentage of loan portfolio as commercial loan | 78.90% | ||
Risk rated loans | $ 1,500 | ||
Percentage of credit exposure to risk based capital | 25% | ||
Loans and other extensions of credit granted to directors, executive officers, and their related entities | $ 21,000 | 20,900 | |
Amount drawn from loans and other extensions of credit granted | 16,700 | 16,000 | |
Commercial loans held-for-sale | 23,087 | 21,093 | |
Mortgage loans held-for-sale | 15,600 | $ 12,900 | |
Loans sold | 120,100 | $ 270,800 | |
Gain (Loss) on Sale of Mortgage Loans | $ 2,053 | $ 4,066 | |
Construction and land development | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of credit exposure to risk based capital | 88.50% | 85.90% | |
Non-owner occupied commercial real estate and multifamily loans | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of credit exposure to risk based capital | 261.10% | 249.60% |
Loans and Allowance for Credi_3
Loans and Allowance for Credit Losses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans | $ 30,297,871 | $ 29,041,605 |
Loan losses, allowance | 313,841 | 300,665 |
Loans and Leases Receivable, Net Amount | 29,984,030 | 28,740,940 |
Commercial real estate - Owner occupied | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans | 3,686,796 | 3,587,257 |
Commercial real estate - Non-owner occupied | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans | 6,887,733 | 6,542,619 |
Consumer real estate – mortgage | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans | 4,531,285 | 4,435,046 |
Construction and land development | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans | 3,909,024 | 3,679,498 |
Commercial and industrial | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans | 10,723,327 | 10,241,362 |
Consumer and other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans | $ 559,706 | $ 555,823 |
Loans and Allowance for Credi_4
Loans and Allowance for Credit Losses - Loan Classification by Risk Rating Category (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | $ 2,882,014 | |||
2022 | 9,578,107 | |||
2021 | 6,618,721 | |||
2020 | 2,713,087 | |||
2019 | 1,612,913 | |||
Prior | 1,761,994 | |||
Revolving Loans | 5,131,035 | |||
Total | 30,297,871 | $ 29,041,605 | ||
Charged-off loans | (14,022) | $ (6,512) | ||
2023 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
2022 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (4,319) | |||
2021 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (4,007) | |||
2020 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (842) | |||
2019 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (3) | |||
Prior | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (162) | |||
Revolving Loans | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (4,689) | |||
Pass | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 2,859,171 | |||
2022 | 9,442,688 | |||
2021 | 6,585,698 | |||
2020 | 2,673,591 | |||
2019 | 1,547,967 | |||
Prior | 1,733,487 | |||
Revolving Loans | 5,039,641 | |||
Total | 29,882,243 | |||
Special Mention | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 17,176 | |||
2022 | 105,258 | |||
2021 | 16,970 | |||
2020 | 32,540 | |||
2019 | 50,328 | |||
Prior | 17,916 | |||
Revolving Loans | 68,210 | |||
Total | 308,398 | |||
Substandard | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | [1] | 5,059 | ||
2022 | [1] | 18,107 | ||
2021 | [1] | 10,665 | ||
2020 | [1] | 4,053 | ||
2019 | [1] | 7,310 | ||
Prior | [1] | 3,301 | ||
Revolving Loans | [1] | 21,747 | ||
Total | [1] | 70,242 | ||
Substandard-nonaccrual | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 605 | |||
2022 | 12,054 | |||
2021 | 5,388 | |||
2020 | 2,903 | |||
2019 | 7,308 | |||
Prior | 7,290 | |||
Revolving Loans | 1,437 | |||
Total | 36,985 | |||
Doubtful-nonaccrual | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 3 | |||
2022 | 0 | |||
2021 | 0 | |||
2020 | 0 | |||
2019 | 0 | |||
Prior | 0 | |||
Revolving Loans | 0 | |||
Total | 3 | |||
Commercial real estate - Owner occupied | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 202,997 | |||
2022 | 1,162,048 | |||
2021 | 866,056 | |||
2020 | 581,926 | |||
2019 | 325,317 | |||
Prior | 486,861 | |||
Revolving Loans | 61,591 | |||
Total | 3,686,796 | 3,587,257 | ||
Charged-off loans | 0 | (86) | ||
Commercial real estate - Owner occupied | 2023 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial real estate - Owner occupied | 2022 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial real estate - Owner occupied | 2021 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial real estate - Owner occupied | 2020 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial real estate - Owner occupied | 2019 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial real estate - Owner occupied | Prior | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial real estate - Owner occupied | Revolving Loans | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial real estate - Owner occupied | Pass | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 196,470 | |||
2022 | 1,116,857 | |||
2021 | 854,009 | |||
2020 | 569,810 | |||
2019 | 318,310 | |||
Prior | 476,339 | |||
Revolving Loans | 56,495 | |||
Total | 3,588,290 | |||
Commercial real estate - Owner occupied | Special Mention | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 5,528 | |||
2022 | 33,658 | |||
2021 | 9,231 | |||
2020 | 7,768 | |||
2019 | 5,883 | |||
Prior | 7,547 | |||
Revolving Loans | 0 | |||
Total | 69,615 | |||
Commercial real estate - Owner occupied | Substandard | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | [1] | 999 | ||
2022 | [1] | 10,859 | ||
2021 | [1] | 2,816 | ||
2020 | [1] | 3,834 | ||
2019 | [1] | 1,030 | ||
Prior | [1] | 1,951 | ||
Revolving Loans | [1] | 5,096 | ||
Total | [1] | 26,585 | ||
Commercial real estate - Owner occupied | Substandard-nonaccrual | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 0 | |||
2022 | 674 | |||
2021 | 0 | |||
2020 | 514 | |||
2019 | 94 | |||
Prior | 1,024 | |||
Revolving Loans | 0 | |||
Total | 2,306 | |||
Commercial real estate - Owner occupied | Doubtful-nonaccrual | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 0 | |||
2022 | 0 | |||
2021 | 0 | |||
2020 | 0 | |||
2019 | 0 | |||
Prior | 0 | |||
Revolving Loans | 0 | |||
Total | 0 | |||
Commercial real estate - Non-owner occupied | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 295,190 | |||
2022 | 2,509,096 | |||
2021 | 1,660,667 | |||
2020 | 982,072 | |||
2019 | 713,195 | |||
Prior | 630,013 | |||
Revolving Loans | 97,500 | |||
Total | 6,887,733 | 6,542,619 | ||
Charged-off loans | 0 | 0 | ||
Commercial real estate - Non-owner occupied | 2023 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial real estate - Non-owner occupied | 2022 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial real estate - Non-owner occupied | 2021 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial real estate - Non-owner occupied | 2020 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial real estate - Non-owner occupied | 2019 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial real estate - Non-owner occupied | Prior | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial real estate - Non-owner occupied | Revolving Loans | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial real estate - Non-owner occupied | Pass | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 284,596 | |||
2022 | 2,482,638 | |||
2021 | 1,660,667 | |||
2020 | 965,296 | |||
2019 | 693,967 | |||
Prior | 623,402 | |||
Revolving Loans | 97,500 | |||
Total | 6,808,066 | |||
Commercial real estate - Non-owner occupied | Special Mention | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 10,594 | |||
2022 | 26,458 | |||
2021 | 0 | |||
2020 | 16,776 | |||
2019 | 17,972 | |||
Prior | 5,011 | |||
Revolving Loans | 0 | |||
Total | 76,811 | |||
Commercial real estate - Non-owner occupied | Substandard | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | [1] | 0 | ||
2022 | [1] | 0 | ||
2021 | [1] | 0 | ||
2020 | [1] | 0 | ||
2019 | [1] | 1,256 | ||
Prior | [1] | 848 | ||
Revolving Loans | [1] | 0 | ||
Total | [1] | 2,104 | ||
Commercial real estate - Non-owner occupied | Substandard-nonaccrual | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 0 | |||
2022 | 0 | |||
2021 | 0 | |||
2020 | 0 | |||
2019 | 0 | |||
Prior | 752 | |||
Revolving Loans | 0 | |||
Total | 752 | |||
Commercial real estate - Non-owner occupied | Doubtful-nonaccrual | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 0 | |||
2022 | 0 | |||
2021 | 0 | |||
2020 | 0 | |||
2019 | 0 | |||
Prior | 0 | |||
Revolving Loans | 0 | |||
Total | 0 | |||
Consumer real estate – mortgage | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 178,163 | |||
2022 | 1,038,677 | |||
2021 | 1,108,261 | |||
2020 | 482,722 | |||
2019 | 235,871 | |||
Prior | 371,933 | |||
Revolving Loans | 1,115,658 | |||
Total | 4,531,285 | 4,435,046 | ||
Charged-off loans | (130) | (162) | ||
Consumer real estate – mortgage | 2023 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Consumer real estate – mortgage | 2022 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Consumer real estate – mortgage | 2021 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (32) | |||
Consumer real estate – mortgage | 2020 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Consumer real estate – mortgage | 2019 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Consumer real estate – mortgage | Prior | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Consumer real estate – mortgage | Revolving Loans | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (98) | |||
Consumer real estate – mortgage | Pass | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 177,959 | |||
2022 | 1,038,013 | |||
2021 | 1,106,640 | |||
2020 | 480,438 | |||
2019 | 228,820 | |||
Prior | 366,864 | |||
Revolving Loans | 1,115,282 | |||
Total | 4,514,016 | |||
Consumer real estate – mortgage | Special Mention | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 204 | |||
2022 | 0 | |||
2021 | 0 | |||
2020 | 0 | |||
2019 | 0 | |||
Prior | 158 | |||
Revolving Loans | 0 | |||
Total | 362 | |||
Consumer real estate – mortgage | Substandard | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | [1] | 0 | ||
2022 | [1] | 0 | ||
2021 | [1] | 0 | ||
2020 | [1] | 0 | ||
2019 | [1] | 0 | ||
Prior | [1] | 0 | ||
Revolving Loans | [1] | 0 | ||
Total | [1] | 0 | ||
Consumer real estate – mortgage | Substandard-nonaccrual | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 0 | |||
2022 | 664 | |||
2021 | 1,621 | |||
2020 | 2,284 | |||
2019 | 7,051 | |||
Prior | 4,911 | |||
Revolving Loans | 376 | |||
Total | 16,907 | |||
Consumer real estate – mortgage | Doubtful-nonaccrual | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 0 | |||
2022 | 0 | |||
2021 | 0 | |||
2020 | 0 | |||
2019 | 0 | |||
Prior | 0 | |||
Revolving Loans | 0 | |||
Total | 0 | |||
Construction and land development | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 303,786 | |||
2022 | 2,008,650 | |||
2021 | 1,323,797 | |||
2020 | 200,318 | |||
2019 | 21,042 | |||
Prior | 10,586 | |||
Revolving Loans | 40,845 | |||
Total | 3,909,024 | 3,679,498 | ||
Charged-off loans | 0 | 0 | ||
Construction and land development | 2023 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Construction and land development | 2022 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Construction and land development | 2021 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Construction and land development | 2020 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Construction and land development | 2019 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Construction and land development | Prior | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Construction and land development | Revolving Loans | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Construction and land development | Pass | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 303,786 | |||
2022 | 1,998,380 | |||
2021 | 1,320,902 | |||
2020 | 200,318 | |||
2019 | 21,042 | |||
Prior | 10,499 | |||
Revolving Loans | 40,845 | |||
Total | 3,895,772 | |||
Construction and land development | Special Mention | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 0 | |||
2022 | 10,270 | |||
2021 | 2,765 | |||
2020 | 0 | |||
2019 | 0 | |||
Prior | 0 | |||
Revolving Loans | 0 | |||
Total | 13,035 | |||
Construction and land development | Substandard | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | [1] | 0 | ||
2022 | [1] | 0 | ||
2021 | [1] | 0 | ||
2020 | [1] | 0 | ||
2019 | [1] | 0 | ||
Prior | [1] | 87 | ||
Revolving Loans | [1] | 0 | ||
Total | [1] | 87 | ||
Construction and land development | Substandard-nonaccrual | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 0 | |||
2022 | 0 | |||
2021 | 130 | |||
2020 | 0 | |||
2019 | 0 | |||
Prior | 0 | |||
Revolving Loans | 0 | |||
Total | 130 | |||
Construction and land development | Doubtful-nonaccrual | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 0 | |||
2022 | 0 | |||
2021 | 0 | |||
2020 | 0 | |||
2019 | 0 | |||
Prior | 0 | |||
Revolving Loans | 0 | |||
Total | 0 | |||
Commercial and industrial | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 1,783,128 | |||
2022 | 2,810,570 | |||
2021 | 1,565,865 | |||
2020 | 416,205 | |||
2019 | 316,007 | |||
Prior | 261,357 | |||
Revolving Loans | 3,570,195 | |||
Total | 10,723,327 | 10,241,362 | ||
Charged-off loans | (10,649) | (4,380) | ||
Commercial and industrial | 2023 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial and industrial | 2022 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (4,176) | |||
Commercial and industrial | 2021 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (2,466) | |||
Commercial and industrial | 2020 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (210) | |||
Commercial and industrial | 2019 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Commercial and industrial | Prior | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (129) | |||
Commercial and industrial | Revolving Loans | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (3,668) | |||
Commercial and industrial | Pass | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 1,777,610 | |||
2022 | 2,757,756 | |||
2021 | 1,549,405 | |||
2020 | 407,926 | |||
2019 | 284,347 | |||
Prior | 255,139 | |||
Revolving Loans | 3,484,273 | |||
Total | 10,516,456 | |||
Commercial and industrial | Special Mention | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 850 | |||
2022 | 34,872 | |||
2021 | 4,974 | |||
2020 | 7,996 | |||
2019 | 26,473 | |||
Prior | 5,200 | |||
Revolving Loans | 68,210 | |||
Total | 148,575 | |||
Commercial and industrial | Substandard | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | [1] | 4,060 | ||
2022 | [1] | 7,248 | ||
2021 | [1] | 7,849 | ||
2020 | [1] | 219 | ||
2019 | [1] | 5,024 | ||
Prior | [1] | 415 | ||
Revolving Loans | [1] | 16,651 | ||
Total | [1] | 41,466 | ||
Commercial and industrial | Substandard-nonaccrual | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 605 | |||
2022 | 10,694 | |||
2021 | 3,637 | |||
2020 | 64 | |||
2019 | 163 | |||
Prior | 603 | |||
Revolving Loans | 1,061 | |||
Total | 16,827 | |||
Commercial and industrial | Doubtful-nonaccrual | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 3 | |||
2022 | 0 | |||
2021 | 0 | |||
2020 | 0 | |||
2019 | 0 | |||
Prior | 0 | |||
Revolving Loans | 0 | |||
Total | 3 | |||
Consumer and other | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 118,750 | |||
2022 | 49,066 | |||
2021 | 94,075 | |||
2020 | 49,844 | |||
2019 | 1,481 | |||
Prior | 1,244 | |||
Revolving Loans | 245,246 | |||
Total | 559,706 | $ 555,823 | ||
Charged-off loans | (3,243) | $ (1,884) | ||
Consumer and other | 2023 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | 0 | |||
Consumer and other | 2022 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (143) | |||
Consumer and other | 2021 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (1,509) | |||
Consumer and other | 2020 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (632) | |||
Consumer and other | 2019 | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (3) | |||
Consumer and other | Prior | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (33) | |||
Consumer and other | Revolving Loans | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Charged-off loans | (923) | |||
Consumer and other | Pass | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 118,750 | |||
2022 | 49,044 | |||
2021 | 94,075 | |||
2020 | 49,803 | |||
2019 | 1,481 | |||
Prior | 1,244 | |||
Revolving Loans | 245,246 | |||
Total | 559,643 | |||
Consumer and other | Special Mention | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 0 | |||
2022 | 0 | |||
2021 | 0 | |||
2020 | 0 | |||
2019 | 0 | |||
Prior | 0 | |||
Revolving Loans | 0 | |||
Total | 0 | |||
Consumer and other | Substandard | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | [1] | 0 | ||
2022 | [1] | 0 | ||
2021 | [1] | 0 | ||
2020 | [1] | 0 | ||
2019 | [1] | 0 | ||
Prior | [1] | 0 | ||
Revolving Loans | [1] | 0 | ||
Total | [1] | 0 | ||
Consumer and other | Substandard-nonaccrual | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 0 | |||
2022 | 22 | |||
2021 | 0 | |||
2020 | 41 | |||
2019 | 0 | |||
Prior | 0 | |||
Revolving Loans | 0 | |||
Total | 63 | |||
Consumer and other | Doubtful-nonaccrual | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
2023 | 0 | |||
2022 | 0 | |||
2021 | 0 | |||
2020 | 0 | |||
2019 | 0 | |||
Prior | 0 | |||
Revolving Loans | 0 | |||
Total | $ 0 | |||
[1]Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of borrowers has caused management to have doubts about the borrower's ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by Pinnacle Bank's primary regulators for loans classified as substandard, excluding loan modifications made to borrowers experiencing financial difficulty. Potential problem loans, which are not included in nonaccrual loans, amounted to approximately $67.8 million at March 31, 2023, compared to $53.8 million at December 31, 2022. |
Loans and Allowance for Credi_5
Loans and Allowance for Credit Losses - Financing Receivables Past Due (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Financing Receivable, Past Due [Line Items] | ||
Loans | $ 30,297,871 | $ 29,041,605 |
Commercial real estate - Owner occupied | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 3,686,796 | 3,587,257 |
Commercial real estate - Non-owner occupied | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 6,887,733 | 6,542,619 |
Consumer real estate – mortgage | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 4,531,285 | 4,435,046 |
Construction and land development | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 3,909,024 | 3,679,498 |
Commercial and industrial | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 10,723,327 | 10,241,362 |
Consumer and other | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 559,706 | 555,823 |
30-59 days past due | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 30,975 | 35,840 |
30-59 days past due | Commercial real estate - Owner occupied | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 1,075 | 2,112 |
30-59 days past due | Commercial real estate - Non-owner occupied | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 405 | 359 |
30-59 days past due | Consumer real estate – mortgage | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 12,803 | 13,635 |
30-59 days past due | Construction and land development | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 52 | 221 |
30-59 days past due | Commercial and industrial | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 12,427 | 15,457 |
30-59 days past due | Consumer and other | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 4,213 | 4,056 |
60-89 days past due | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 8,883 | 16,249 |
60-89 days past due | Commercial real estate - Owner occupied | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 0 | 615 |
60-89 days past due | Commercial real estate - Non-owner occupied | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 272 | 48 |
60-89 days past due | Consumer real estate – mortgage | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 1,325 | 83 |
60-89 days past due | Construction and land development | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 0 | 102 |
60-89 days past due | Commercial and industrial | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 4,933 | 13,713 |
60-89 days past due | Consumer and other | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 2,353 | 1,688 |
90 days or more past due | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 20,324 | 22,218 |
90 days or more past due | Commercial real estate - Owner occupied | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 1,789 | 1,139 |
90 days or more past due | Commercial real estate - Non-owner occupied | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 206 | 1,681 |
90 days or more past due | Consumer real estate – mortgage | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 4,844 | 9,094 |
90 days or more past due | Construction and land development | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 130 | 130 |
90 days or more past due | Commercial and industrial | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 12,401 | 9,428 |
90 days or more past due | Consumer and other | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 954 | 746 |
Financial Asset, Past Due | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 60,182 | 74,307 |
Financial Asset, Past Due | Commercial real estate - Owner occupied | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 2,864 | 3,866 |
Financial Asset, Past Due | Commercial real estate - Non-owner occupied | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 883 | 2,088 |
Financial Asset, Past Due | Consumer real estate – mortgage | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 18,972 | 22,812 |
Financial Asset, Past Due | Construction and land development | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 182 | 453 |
Financial Asset, Past Due | Commercial and industrial | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 29,761 | 38,598 |
Financial Asset, Past Due | Consumer and other | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 7,520 | 6,490 |
Financial Asset, Not Past Due | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 30,237,689 | 28,967,298 |
Financial Asset, Not Past Due | Commercial real estate - Owner occupied | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 3,683,932 | 3,583,391 |
Financial Asset, Not Past Due | Commercial real estate - Non-owner occupied | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 6,886,850 | 6,540,531 |
Financial Asset, Not Past Due | Consumer real estate – mortgage | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 4,512,313 | 4,412,234 |
Financial Asset, Not Past Due | Construction and land development | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 3,908,842 | 3,679,045 |
Financial Asset, Not Past Due | Commercial and industrial | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | 10,693,566 | 10,202,764 |
Financial Asset, Not Past Due | Consumer and other | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | $ 552,186 | $ 549,333 |
Loans and Allowance for Credi_6
Loans and Allowance for Credit Losses - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance | $ 300,665 | $ 263,233 |
Charged-off loans | (14,022) | (6,512) |
Recovery of previously charged-off loans | 6,732 | 3,554 |
Provision for Loan and Lease Losses | 20,466 | 1,343 |
Ending Balance | 313,841 | 261,618 |
Commercial real estate - Owner occupied | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance | 26,617 | 19,618 |
Charged-off loans | 0 | (86) |
Recovery of previously charged-off loans | 8 | 127 |
Provision for Loan and Lease Losses | (3,027) | (154) |
Ending Balance | 23,598 | 19,505 |
Commercial real estate - Non-owner occupied | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance | 40,479 | 58,504 |
Charged-off loans | 0 | 0 |
Recovery of previously charged-off loans | 30 | 63 |
Provision for Loan and Lease Losses | 1,405 | (2,489) |
Ending Balance | 41,914 | 56,078 |
Consumer real estate – mortgage | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance | 36,536 | 32,104 |
Charged-off loans | (130) | (162) |
Recovery of previously charged-off loans | 671 | 294 |
Provision for Loan and Lease Losses | 2,083 | 84 |
Ending Balance | 39,160 | 32,320 |
Construction and land development | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance | 36,114 | 29,429 |
Charged-off loans | 0 | 0 |
Recovery of previously charged-off loans | 221 | 74 |
Provision for Loan and Lease Losses | 1,264 | 320 |
Ending Balance | 37,599 | 29,823 |
Commercial and industrial | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance | 144,353 | 112,340 |
Charged-off loans | (10,649) | (4,380) |
Recovery of previously charged-off loans | 3,711 | 1,924 |
Provision for Loan and Lease Losses | 16,214 | 2,528 |
Ending Balance | 153,629 | 112,412 |
Consumer and other | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance | 16,566 | 11,238 |
Charged-off loans | (3,243) | (1,884) |
Recovery of previously charged-off loans | 2,091 | 1,072 |
Provision for Loan and Lease Losses | 2,527 | 1,054 |
Ending Balance | $ 17,941 | $ 11,480 |
Loans and Allowance for Credi_7
Loans and Allowance for Credit Losses - Details on Allowance for Loan Losses and Recorded Investment by Loan Classification and Impairment Evaluation Method (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | $ 49,345 | $ 50,693 |
Real Estate | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 28,558 | 38,364 |
Business Assets | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 13,581 | 12,327 |
Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 7,206 | 2 |
Commercial real estate - Owner occupied | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 5,218 | 10,804 |
Commercial real estate - Owner occupied | Real Estate | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 5,218 | 10,804 |
Commercial real estate - Owner occupied | Business Assets | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 0 | 0 |
Commercial real estate - Owner occupied | Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 0 | 0 |
Commercial real estate - Non-owner occupied | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 3,339 | 4,795 |
Commercial real estate - Non-owner occupied | Real Estate | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 3,339 | 4,795 |
Commercial real estate - Non-owner occupied | Business Assets | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 0 | 0 |
Commercial real estate - Non-owner occupied | Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 0 | 0 |
Consumer real estate – mortgage | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 19,805 | 22,466 |
Consumer real estate – mortgage | Real Estate | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 19,805 | 22,466 |
Consumer real estate – mortgage | Business Assets | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 0 | 0 |
Consumer real estate – mortgage | Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 0 | 0 |
Construction and land development | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 196 | 299 |
Construction and land development | Real Estate | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 196 | 299 |
Construction and land development | Business Assets | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 0 | 0 |
Construction and land development | Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 0 | 0 |
Commercial and industrial | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 20,787 | 12,327 |
Commercial and industrial | Real Estate | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 0 | 0 |
Commercial and industrial | Business Assets | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 13,581 | 12,327 |
Commercial and industrial | Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 7,206 | 0 |
Consumer and other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 0 | 2 |
Consumer and other | Real Estate | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 0 | 0 |
Consumer and other | Business Assets | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | 0 | 0 |
Consumer and other | Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Individually evaluated for impairment | $ 0 | $ 2 |
Loans and Allowance for Credi_8
Loans and Allowance for Credit Losses - Nonaccrual and Past Due Greater than 90 Days (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Financing Receivable, Nonaccrual [Line Items] | ||
Nonaccrual loans | $ 36,988 | $ 38,116 |
Financing Receivable, Nonaccrual, No Allowance | 8,254 | 9,043 |
Financing Receivable, 90 Days or More Past Due, Still Accruing | 5,284 | 4,406 |
Commercial real estate - Owner occupied | ||
Financing Receivable, Nonaccrual [Line Items] | ||
Nonaccrual loans | 2,306 | 1,882 |
Financing Receivable, Nonaccrual, No Allowance | 0 | 0 |
Financing Receivable, 90 Days or More Past Due, Still Accruing | 0 | 0 |
Commercial real estate - Non-owner occupied | ||
Financing Receivable, Nonaccrual [Line Items] | ||
Nonaccrual loans | 752 | 2,244 |
Financing Receivable, Nonaccrual, No Allowance | 0 | 1,040 |
Financing Receivable, 90 Days or More Past Due, Still Accruing | 0 | 0 |
Consumer real estate – mortgage | ||
Financing Receivable, Nonaccrual [Line Items] | ||
Nonaccrual loans | 16,907 | 17,330 |
Financing Receivable, Nonaccrual, No Allowance | 0 | 0 |
Financing Receivable, 90 Days or More Past Due, Still Accruing | 0 | 0 |
Construction and land development | ||
Financing Receivable, Nonaccrual [Line Items] | ||
Nonaccrual loans | 130 | 231 |
Financing Receivable, Nonaccrual, No Allowance | 0 | 0 |
Financing Receivable, 90 Days or More Past Due, Still Accruing | 0 | 0 |
Commercial and industrial | ||
Financing Receivable, Nonaccrual [Line Items] | ||
Nonaccrual loans | 16,830 | 16,345 |
Financing Receivable, Nonaccrual, No Allowance | 8,254 | 8,003 |
Financing Receivable, 90 Days or More Past Due, Still Accruing | 4,330 | 3,663 |
Consumer and other | ||
Financing Receivable, Nonaccrual [Line Items] | ||
Nonaccrual loans | 63 | 84 |
Financing Receivable, Nonaccrual, No Allowance | 0 | 0 |
Financing Receivable, 90 Days or More Past Due, Still Accruing | $ 954 | $ 743 |
Loans and Allowance for Credi_9
Loans and Allowance for Credit Losses - Recorded Investment, Principal Balance and Related Allowance (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Financing Receivable, Impaired [Line Items] | |||
Impaired Financing Receivable, Interest Income, Cash Basis Method | $ 0 | $ 0 | |
Loans and Leases Receivable, Impaired, Interest Lost on Nonaccrual Loans | 1,100,000 | $ 529,000 | |
Currently performing impaired loans | $ 18,700,000 | $ 6,400,000 |
Loans and Allowance for Cred_10
Loans and Allowance for Credit Losses - Modifications (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Schedule Of Financing Receivable Modifications Table [Line Items] | |
Financing Receivable, Modification | $ 2,403 |
Commercial and industrial | |
Schedule Of Financing Receivable Modifications Table [Line Items] | |
Financing Receivable, Modification | $ 2,403 |
Financing Receivable, Modification, Percent of Total Loan Type | 0.02% |
Financing Receivable, Modification, Financial Effect of Modification | Provided a 90 day forbearance period for payoff |
Loans and Allowance for Cred_11
Loans and Allowance for Credit Losses - Industry Classification System (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Lessors of nonresidential buildings | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Outstanding Principal Balances | $ 4,436,203 | |
Unfunded Commitments | 1,980,583 | |
Total exposure | 6,416,786 | $ 7,058,045 |
Lessors of residential buildings | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Outstanding Principal Balances | 1,484,693 | |
Unfunded Commitments | 1,591,855 | |
Total exposure | 3,076,548 | 3,725,186 |
New Housing For-Sale Builders | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Outstanding Principal Balances | 599,664 | |
Unfunded Commitments | 922,963 | |
Total exposure | 1,522,627 | 1,763,089 |
Music Publishers | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Outstanding Principal Balances | 615,510 | |
Unfunded Commitments | 485,947 | |
Total exposure | $ 1,101,457 | $ 1,127,636 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized Tax Benefits | $ 11,600,000 | $ 15,800,000 | |
Unrecognized Tax Benefits, Period Increase (Decrease) | 0 | $ 0 | |
Interest and penalties | $ 0 | $ 0 | |
Effective income tax rate (as percent) | 19.80% | 18.10% | |
Federal and State income tax statutory rate (as percent) | 25% | 26.14% | |
Excess tax benefit | $ 277,000 | $ 2,600,000 | |
Income Taxes Paid, Net | $ 4,200,000 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||
Off-Balance Sheet, Credit Loss, Liability | $ 23 | $ 25 |
Commitments | ||
Loss Contingencies [Line Items] | ||
Amount of commitment | 16,200 | |
Home Equity Line of Credit | ||
Loss Contingencies [Line Items] | ||
Amount of commitment | $ 1,800 | |
Standby letter of credit | ||
Loss Contingencies [Line Items] | ||
Expiry period of standby letter of credit, maximum | 2 years | |
Amount of commitment | $ 344.5 |
Stock Options and Restricted _3
Stock Options and Restricted Shares - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jul. 31, 2015 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 10,199 | $ 9,448 | |
Remaining Share-Based Compensation on Unvested Restricted Stock Awards | $ 93,700 | ||
Weighted Average Remaining Period of Sharebased Compensation Expense | 2 years 1 month 17 days | ||
2018 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for issuances (in shares) | 940,000 | ||
CapitalMark Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for issuances (in shares) | 0 | ||
Shares acquired in period (in shares) | 858,000 |
Stock Options and Restricted _4
Stock Options and Restricted Shares - Common Stock Options (Details) - Common stock options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | ||||
Number | |||||
Outstanding, beginning balance (in shares) | 40,188 | ||||
Granted (in shares) | 0 | ||||
Exercised (in shares) | (39,758) | ||||
Forfeited (in shares) | 0 | ||||
Outstanding, ending balance (in shares) | 430 | 40,188 | |||
Additional disclosures | |||||
Options exercisable (in shares) | 430 | ||||
Weighted-average exercise price of options outstanding (in dollars per share) | $ 25 | $ 25 | |||
Weighted-average contractual remaining term for options outstanding | 1 year 8 months 4 days | 3 months 29 days | |||
Aggregate intrinsic value | $ 13 | [1] | $ 1,945 | [2] | |
Weighted- average exercise price of options exercisable (in dollars per share) | $ 25 | ||||
Weighted-average contractual remaining term for options exercisable | 1 year 8 months 4 days | ||||
Aggregate intrinsic value of options exercisable | [1] | $ 13 | |||
[1]The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $55.16 per common share at March 31, 2023 for the 430 options that were in-the-money at March 31, 2023.[2]The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $73.40 per common share at December 31, 2022 for the 40,188 options that were in-the-money at December 31, 2022. |
Stock Options and Restricted _5
Stock Options and Restricted Shares - Unvested Restricted Awards (Details) | 3 Months Ended | |
Mar. 31, 2023 $ / shares shares | ||
Restricted share awards | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested, beginning of period (in shares) | 675,611 | |
Shares awarded | 200,853 | |
Restrictions lapsed and shares released to associates/directors (in shares) | (142,897) | |
Shares forfeited (in shares) | (7,464) | |
Unvested, end of period (in shares) | 726,103 | |
Grant Date Weighted-Average Cost | ||
Unvested, beginning of period (in dollars per share) | $ / shares | $ 78.53 | |
Unvested, end of period (in dollars per share) | $ / shares | $ 77.95 | |
Time Based Awards | Associates | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Shares awarded | 190,013 | [1],[2] |
Restrictions lapsed and shares released to associates/directors (in shares) | (31) | [1],[2] |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Shares Withheld For Taxes By Associates Leadership Team and Directors | 25 | [1],[2] |
Shares forfeited (in shares) | (2,204) | [1],[2],[3] |
Unvested, end of period (in shares) | 187,753 | [1],[2] |
Time Based Awards | Associates | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Vesting period in years | 5 years | |
Outside Director Awards [Member] | Outside directors | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Vesting period in years | 1 year | [1],[4] |
Shares awarded | 10,840 | [1],[4] |
Restrictions lapsed and shares released to associates/directors (in shares) | 0 | [1],[4] |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Shares Withheld For Taxes By Associates Leadership Team and Directors | 0 | [1],[4] |
Shares forfeited (in shares) | 0 | [1],[3],[4] |
Unvested, end of period (in shares) | 10,840 | [1],[4] |
[1]Groups include employees (referred to as associates above) and outside directors. When the restricted shares are awarded, a participant receives voting rights and forfeitable dividend rights with respect to the shares, but is not able to transfer the shares until the restrictions have lapsed. Once the restrictions lapse, the participant is taxed on the value of the award and may elect to sell some shares (or have Pinnacle Financial withhold some shares) to pay the applicable income taxes associated with the award. Alternatively, the recipient can pay the withholding taxes in cash. For time-based vesting restricted share awards, dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination. For awards to Pinnacle Financial's directors, dividends are placed into escrow until the forfeiture restrictions on such shares lapse.[2]The forfeiture restrictions on these restricted share awards lapse in equal annual installments on the anniversary date of the grant.[3]These shares represent forfeitures resulting from recipients whose employment or board membership was terminated during the year-to-date period ended March 31, 2023. Any dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination or will not be distributed from escrow, as applicable.[4]Restricted share awards are issued to the outside members of the board of directors in accordance with their board compensation plan. Restrictions lapse on March 1, 2024 based on each individual board member meeting attendance goals for the various board and board committee meetings to which each member was scheduled to attend. |
Stock Options and Restricted _6
Stock Options and Restricted Shares - Performance Unit Awards Outstanding (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested, beginning of period (in shares) | 73,983 | ||
Shares awarded | 70,716 | ||
Restrictions lapsed and shares released to participants | (31,392) | ||
Shares Forfeited by participants | 6,680 | ||
Unvested, end of period (in shares) | 106,627 | ||
Grant Date Weighted-Average Cost | |||
Unvested, beginning of period (in dollars per share) | $ 88.21 | ||
Unvested, end of period (in dollars per share) | $ 77.90 | ||
2022 Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | 70,716 | ||
Restrictions lapsed and shares released to participants | 153 | ||
Shares withheld for taxes by participants | 100 | ||
Shares Forfeited by participants | [1] | 3,912 | |
Unvested, end of period (in shares) | 66,551 | ||
Grant Date Weighted-Average Cost | |||
Vesting period in years | 3 years | ||
Performance Unit Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | 111,108 | 149,857 | |
Shares withheld for taxes by participants | 38,782 | 53,115 | |
2023 Performance Unit Awards | Named Executive Officers (NEOs) | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | 103,136 | ||
2023 Performance Unit Awards | Named Executive Officers (NEOs) | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | 247,515 | ||
2023 Performance Unit Awards | Leadership Team other than NEOs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | 61,673 | ||
2022 Performance Unit Award | Tranche 2022-2024 | |||
Grant Date Weighted-Average Cost | |||
Service period per tranche (in years) | 0 years | ||
Subsequent holding period per tranche (in years) | 0 years | ||
2022 Performance Unit Award | Tranche 2023-2025 | |||
Grant Date Weighted-Average Cost | |||
Service period per tranche (in years) | 0 years | ||
Subsequent holding period per tranche (in years) | 0 years | ||
2022 Performance Unit Award | Named Executive Officers (NEOs) | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | 56,465 | ||
2022 Performance Unit Award | Named Executive Officers (NEOs) | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | 135,514 | ||
2022 Performance Unit Award | Leadership Team other than NEOs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | 32,320 | ||
2022 Special Performance Unit Award | Tranche 2022-2024 | |||
Grant Date Weighted-Average Cost | |||
Service period per tranche (in years) | 0 years | ||
Subsequent holding period per tranche (in years) | 1 year | ||
2022 Special Performance Unit Award | Named Executive Officers (NEOs) | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | 0 | ||
2022 Special Performance Unit Award | Named Executive Officers (NEOs) | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | 230,000 | ||
2022 Special Performance Unit Award | Leadership Team other than NEOs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | 0 | ||
2021 Performance Unit Award | Tranche 2021-2023 | |||
Grant Date Weighted-Average Cost | |||
Service period per tranche (in years) | [2] | 0 years | |
Subsequent holding period per tranche (in years) | [2] | 0 years | |
2021 Performance Unit Award | Named Executive Officers (NEOs) | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | [2],[3] | 89,234 | |
2021 Performance Unit Award | Named Executive Officers (NEOs) | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | [2],[3] | 214,155 | |
2021 Performance Unit Award | Leadership Team other than NEOs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | [2] | 45,240 | |
2020 Performance Unit Award | Tranche 2020 | |||
Grant Date Weighted-Average Cost | |||
Service period per tranche (in years) | 2 years | ||
Subsequent holding period per tranche (in years) | 3 years | ||
2020 Performance Unit Award | Tranche 2021 | |||
Grant Date Weighted-Average Cost | |||
Service period per tranche (in years) | 2 years | ||
Subsequent holding period per tranche (in years) | 2 years | ||
2020 Performance Unit Award | Tranche 2022 | |||
Grant Date Weighted-Average Cost | |||
Service period per tranche (in years) | 2 years | ||
Subsequent holding period per tranche (in years) | 1 year | ||
2020 Performance Unit Award | Named Executive Officers (NEOs) | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | [3] | 136,137 | |
2020 Performance Unit Award | Named Executive Officers (NEOs) | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | [3] | 204,220 | |
2020 Performance Unit Award | Leadership Team other than NEOs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | 59,648 | ||
2019 Performance Unit Award | Tranche 2019 | |||
Grant Date Weighted-Average Cost | |||
Service period per tranche (in years) | 2 years | ||
Subsequent holding period per tranche (in years) | 3 years | ||
2019 Performance Unit Award | Tranche 2020 | |||
Grant Date Weighted-Average Cost | |||
Service period per tranche (in years) | 2 years | ||
Subsequent holding period per tranche (in years) | 2 years | ||
2019 Performance Unit Award | Tranche 2021 | |||
Grant Date Weighted-Average Cost | |||
Service period per tranche (in years) | 2 years | ||
Subsequent holding period per tranche (in years) | 1 year | ||
2019 Performance Unit Award | Named Executive Officers (NEOs) | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | [3] | 166,211 | |
2019 Performance Unit Award | Named Executive Officers (NEOs) | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | [3] | 249,343 | |
2019 Performance Unit Award | Leadership Team other than NEOs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares awarded | 52,244 | ||
[1]These shares represent forfeitures resulting from recipients whose employment was terminated during the year-to-date period ended March 31, 2023. Dividend equivalents are held in escrow for award recipients for dividends paid prior to the forfeiture restrictions lapsing. Such dividend equivalents are not released from escrow if an award is forfeited.[2]Performance stock unit awards granted in or after 2021, if earned, will be settled in shares of Pinnacle Financial common stock in the period noted in the table, if the performance criterion included in the applicable performance unit award agreement are met.[3]The named executive officers are awarded a range of awards that generally may be earned based on attainment of goals between a target level of performance and a maximum level of performance. The 230,000 performance units awarded to the NEOs in 2022 may be earned based on target level performance and do not include maximum level payout. |
Derivative Instruments - Non-he
Derivative Instruments - Non-hedge Derivatives (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | ||
Derivative [Line Items] | ||||
Notional Amount | $ 3,583,522 | $ 3,241,040 | ||
Estimated Fair Value (1) | [1] | (29,341) | (56,720) | |
Derivative, Gain (Loss) on Derivative, Net | (63) | $ 281 | ||
Assets | ||||
Derivative [Line Items] | ||||
Notional Amount | 1,791,761 | 1,620,520 | ||
Estimated Fair Value (1) | [1] | 45,773 | 39,763 | |
Liabilities | ||||
Derivative [Line Items] | ||||
Notional Amount | 1,791,761 | 1,620,520 | ||
Estimated Fair Value (1) | [1] | $ (75,114) | $ (96,483) | |
[1]The variation margin payments for derivatives cleared through central clearing houses are characterized as settlements. At March 31, 2023 and December 31, 2022, the notional amount of interest rate swap agreements designated as non-hedge derivatives cleared through clearing houses was $526.3 million and $827.3 million with a fair value that approximates zero due to $28.9 million and $56.3 million in received variation margin payments. |
Derivative Instruments - Hedge
Derivative Instruments - Hedge Derivatives (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Apr. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | ||
Derivative [Line Items] | |||||
Net gain on cash flow hedges reclassified from other comprehensive income into net income, net of tax | $ (2,476,000) | $ (2,509,000) | |||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 9,800,000 | ||||
Cash flow hedge | Hedging derivative | Asset derivatives | |||||
Derivative [Line Items] | |||||
Notional Amount | 1,750,000,000 | $ 1,750,000,000 | |||
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) | 11,978,000 | 0 | |||
Cash Flow Hedges Derivative Instruments at Fair Value, Net | 107,735,000 | 94,175,000 | |||
Fair value hedge | Hedging derivative | |||||
Derivative [Line Items] | |||||
Forecasted Notional Amount | 1,845,724,000 | 1,420,724,000 | |||
Fair Value Hedge Assets | [1] | 34,347,000 | 56,056,000 | ||
Fair value hedge | Hedging derivative | Securities | |||||
Derivative [Line Items] | |||||
Gain (Loss) on Fair Value Hedges Recognized in Earnings | $ 986,000,000 | (31,685,000) | 48,839,000 | ||
Increase (Decrease) in Fair Value of Hedged Item in Interest Rate Fair Value Hedge | 31,685,000 | (48,839,000) | |||
Derivative Instruments and Hedges, Assets | 1,465,424,000 | 1,445,511,000 | |||
Fair Value Hedging Adjustment | (32,464,000) | (56,056,000) | |||
Gain (Loss) on Fair Value Hedges Recognized in Earnings | 11,200,000 | ||||
Fair value hedge | Hedging derivative | Securities | Asset derivatives | |||||
Derivative [Line Items] | |||||
Forecasted Notional Amount | $ 1,420,724,000 | 1,420,724,000 | |||
Derivative Asset, Statement of Financial Position | Other assets | ||||
Weighted Average Remaining Maturity | 7 years 2 months 4 days | ||||
Pay Rate (as percent) | 2.25% | ||||
Derivative, Type of Interest Rate Paid on Swap | 3 month LIBOR/ Federal Funds/ SOFR | ||||
Fair Value Hedge Assets | [1] | $ 32,464,000 | $ 56,056,000 | ||
Terminated Notional Amount of Interest Rate Derivatives | 164,300,000 | ||||
Terminated Fair Value Amount of Interest Rate Derivatives | $ 14,300,000 | ||||
Fair value hedge | Hedging derivative | Securities | Liability derivatives | |||||
Derivative [Line Items] | |||||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other liabilities | ||||
Fair value hedge | Hedging derivative | Securities | Federal Funds Rate | |||||
Derivative [Line Items] | |||||
Forecasted Notional Amount | 392,200,000 | ||||
Fair value hedge | Hedging derivative | Securities | Secured Overnight Financing Rate | |||||
Derivative [Line Items] | |||||
Forecasted Notional Amount | 563,800,000 | ||||
Fair value hedge | Hedging derivative | Securities | LIBOR | |||||
Derivative [Line Items] | |||||
Forecasted Notional Amount | 464,700,000 | ||||
Fair value hedge | Hedging derivative | Loans | |||||
Derivative [Line Items] | |||||
Amortization expense, reduction to interest income on loans | 210,000 | 639,000 | |||
Fair value hedge | Hedging derivative | Federal Home Loan Bank Advances | |||||
Derivative [Line Items] | |||||
Gain (Loss) on Fair Value Hedges Recognized in Earnings | 1,883,000 | 0 | |||
Increase (Decrease) in Fair Value of Hedged Item in Interest Rate Fair Value Hedge | (1,883,000) | $ 0 | |||
Derivative Instruments and Hedges, Assets | 426,883,000 | $ 0 | |||
Fair Value Hedging Adjustment | 1,883,000 | 0 | |||
Fair value hedge | Hedging derivative | Federal Home Loan Bank Advances | Liability derivatives | |||||
Derivative [Line Items] | |||||
Forecasted Notional Amount | $ 425,000,000 | 0 | |||
Weighted Average Remaining Maturity | 4 years 10 months 2 days | ||||
Pay Rate (as percent) | 0% | ||||
Derivative, Type of Interest Rate Paid on Swap | N/A | ||||
Fair Value Hedge Assets | [1] | $ 1,883,000 | $ 0 | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other liabilities | ||||
Interest Rate Floor | Hedging derivative | Asset derivatives | |||||
Derivative [Line Items] | |||||
Derivative Asset, Statement of Financial Position | Other assets | ||||
Weighted Average Remaining Maturity | 4 years 7 months 2 days | ||||
Notional Amount | $ 875,000,000 | $ 875,000,000 | |||
Derivative, Type of Interest Received | 4.00%-4.50% minus USD-Term SOFR 1M | ||||
Derivative, Type Of Interest Rate Paid On Swap1 | N/A | ||||
Cash Flow Hedges Derivative Instruments at Fair Value, Net | $ 54,091,000 | $ 48,622,000 | |||
Interest Rate Contract | Hedging derivative | Asset derivatives | |||||
Derivative [Line Items] | |||||
Derivative Asset, Statement of Financial Position | Other assets | ||||
Weighted Average Remaining Maturity | 4 years 7 months 2 days | ||||
Notional Amount | $ 875,000,000 | $ 875,000,000 | |||
Derivative, Type of Interest Received | 4.25%-4.75% minus USD-Term SOFR 1M | ||||
Derivative, Type Of Interest Rate Paid On Swap1 | USD-Term SOFR 1M minus 6.75%-7.00% | ||||
Cash Flow Hedges Derivative Instruments at Fair Value, Net | $ 53,644,000 | $ 45,553,000 | |||
[1]The variation margin payments for derivatives cleared through central clearing houses are characterized as settlements. At March 31, 2023 and December 31, 2022, the notional amount of fair value derivatives cleared through central clearing houses was $1.3 billion and $877.7 million with a fair value that approximates zero due to $39.8 million and $47.9 million in received variation margin. |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Recurring | |||
Assets, Fair Value Disclosure [Abstract] | |||
U.S. Treasury securities | $ 208,204 | $ 194,184 | |
U.S. Government agency securities | 426,205 | 396,157 | |
Mortgage-backed securities | 1,002,208 | 971,576 | |
State and municipal securities | 1,553,824 | 1,412,306 | |
Agency-backed securities | 172,310 | 117,403 | |
Corporate notes and other | 462,452 | 467,244 | |
Total investment securities available-for-sale | 3,825,203 | 3,558,870 | |
Other Investments | 163,382 | 153,011 | |
Other assets | 189,681 | 190,629 | |
Total assets at fair value | 4,178,266 | 3,902,510 | |
Liabilities at fair value: [Abstract] | |||
Other liabilities | 75,711 | 96,483 | |
Total liabilities at fair value | 75,711 | 96,483 | |
Recurring | Quoted market prices in an active market (Level 1) | |||
Assets, Fair Value Disclosure [Abstract] | |||
U.S. Treasury securities | 0 | 0 | |
U.S. Government agency securities | 0 | 0 | |
Mortgage-backed securities | 0 | 0 | |
State and municipal securities | 0 | 0 | |
Agency-backed securities | 0 | 0 | |
Corporate notes and other | 0 | 0 | |
Total investment securities available-for-sale | 0 | 0 | |
Other Investments | 0 | 0 | |
Other assets | 0 | 0 | |
Total assets at fair value | 0 | 0 | |
Liabilities at fair value: [Abstract] | |||
Other liabilities | 0 | 0 | |
Total liabilities at fair value | 0 | 0 | |
Recurring | Models with significant observable market parameters (Level 2) | |||
Assets, Fair Value Disclosure [Abstract] | |||
U.S. Treasury securities | 208,204 | 194,184 | |
U.S. Government agency securities | 426,205 | 396,157 | |
Mortgage-backed securities | 1,002,208 | 971,576 | |
State and municipal securities | 1,553,345 | 1,411,677 | |
Agency-backed securities | 172,310 | 117,403 | |
Corporate notes and other | 462,452 | 467,244 | |
Total investment securities available-for-sale | 3,824,724 | 3,558,241 | |
Other Investments | 22,372 | 22,029 | |
Other assets | 189,681 | 190,629 | |
Total assets at fair value | 4,036,777 | 3,770,899 | |
Liabilities at fair value: [Abstract] | |||
Other liabilities | 75,711 | 96,483 | |
Total liabilities at fair value | 75,711 | 96,483 | |
Recurring | Models with significant unobservable market parameters (Level 3) | |||
Assets, Fair Value Disclosure [Abstract] | |||
U.S. Treasury securities | 0 | 0 | |
U.S. Government agency securities | 0 | 0 | |
Mortgage-backed securities | 0 | 0 | |
State and municipal securities | 479 | 629 | |
Agency-backed securities | 0 | 0 | |
Corporate notes and other | 0 | 0 | |
Total investment securities available-for-sale | 479 | 629 | |
Other Investments | 141,010 | 130,982 | |
Other assets | 0 | 0 | |
Total assets at fair value | 141,489 | 131,611 | |
Liabilities at fair value: [Abstract] | |||
Other liabilities | 0 | 0 | |
Total liabilities at fair value | 0 | 0 | |
Nonrecurring | |||
Assets, Fair Value Disclosure [Abstract] | |||
Total assets at fair value | 38,703 | 41,719 | |
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Abstract] | |||
Other real estate owned | 7,802 | 7,952 | |
Collateral dependent loans (1) | [1] | 30,901 | 33,767 |
Nonrecurring | Quoted market prices in an active market (Level 1) | |||
Assets, Fair Value Disclosure [Abstract] | |||
Total assets at fair value | 0 | 0 | |
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Abstract] | |||
Other real estate owned | 0 | 0 | |
Collateral dependent loans (1) | [1] | 0 | 0 |
Nonrecurring | Models with significant observable market parameters (Level 2) | |||
Assets, Fair Value Disclosure [Abstract] | |||
Total assets at fair value | 0 | 0 | |
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Abstract] | |||
Other real estate owned | 0 | 0 | |
Collateral dependent loans (1) | [1] | 0 | 0 |
Nonrecurring | Models with significant unobservable market parameters (Level 3) | |||
Assets, Fair Value Disclosure [Abstract] | |||
Total assets at fair value | 38,703 | 41,719 | |
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Abstract] | |||
Other real estate owned | 7,802 | 7,952 | |
Collateral dependent loans (1) | [1] | $ 30,901 | $ 33,767 |
[1]The carrying values of collateral dependent loans at March 31, 2023 and December 31, 2022 are net of valuation allowances of $7.3 million and $6.5 million, respectively. |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Rollforward of Balance Sheet Amounts Within Level 3 Valuation Hierarchy (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Available-for-sale Securities | ||
Assets measured on recurring basis, unobservable input reconciliation, calculation [Roll Forward] | ||
Transfers out of Level 3 | $ 0 | |
Recurring | Other investments | ||
Assets measured on recurring basis, unobservable input reconciliation, calculation [Roll Forward] | ||
Fair value, beginning of period | 130,982 | $ 100,996 |
Total realized gains included in income | 2,360 | 1,710 |
Changes in unrealized gains/losses included in other comprehensive income (loss) | 0 | 0 |
Purchases | 9,202 | 7,411 |
Issuances | 0 | 0 |
Settlements | (1,534) | (3,423) |
Transfers out of Level 3 | 0 | 0 |
Fair value, end of period | 141,010 | 106,694 |
Total realized gains included in income | 2,360 | 1,710 |
Recurring | Available-for-sale Securities | ||
Assets measured on recurring basis, unobservable input reconciliation, calculation [Roll Forward] | ||
Fair value, beginning of period | 629 | 828 |
Total realized gains included in income | 1 | 2 |
Changes in unrealized gains/losses included in other comprehensive income (loss) | 8 | (10) |
Purchases | 0 | 0 |
Issuances | 0 | 0 |
Settlements | (159) | (158) |
Transfers out of Level 3 | 0 | 0 |
Fair value, end of period | 479 | 662 |
Total realized gains included in income | $ 1 | $ 2 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Carrying Amount and Estimated Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | ||
Financial assets: | ||||
Securities purchased with agreement to resell | $ 509,872 | $ 513,276 | ||
Securities held-to-maturity | 2,788,713 | 2,744,946 | ||
Quoted market prices in an active market (Level 1) | ||||
Financial assets: | ||||
Securities purchased with agreement to resell | 0 | 0 | ||
Securities held-to-maturity | 0 | 0 | ||
Loans, net | 0 | 0 | ||
Consumer loans held-for-sale | 0 | 0 | ||
Commercial loans held-for-sale | 0 | 0 | ||
Financial liabilities: | ||||
Deposits and securities sold under agreements to repurchase | 0 | 0 | ||
Federal Home Loan Bank advances | 0 | 0 | ||
Subordinated debt and other borrowings | 0 | 0 | ||
Models with significant observable market parameters (Level 2) | ||||
Financial assets: | ||||
Securities purchased with agreement to resell | 0 | 0 | ||
Securities held-to-maturity | 2,788,713 | 2,744,946 | ||
Loans, net | 0 | 0 | ||
Consumer loans held-for-sale | 58,987 | 42,353 | ||
Commercial loans held-for-sale | 23,177 | 21,151 | ||
Financial liabilities: | ||||
Deposits and securities sold under agreements to repurchase | 0 | 0 | ||
Federal Home Loan Bank advances | 0 | 0 | ||
Subordinated debt and other borrowings | 0 | 0 | ||
Models with significant unobservable market parameters (Level 3) | ||||
Financial assets: | ||||
Securities purchased with agreement to resell | 453,019 | 440,390 | ||
Securities held-to-maturity | 0 | 0 | ||
Loans, net | 29,383,263 | 27,901,662 | ||
Consumer loans held-for-sale | 0 | 0 | ||
Commercial loans held-for-sale | 0 | 0 | ||
Financial liabilities: | ||||
Deposits and securities sold under agreements to repurchase | 35,147,659 | 34,435,447 | ||
Federal Home Loan Bank advances | 2,213,391 | 477,673 | ||
Subordinated debt and other borrowings | 442,767 | 430,884 | ||
Carrying Amount | ||||
Financial assets: | ||||
Securities purchased with agreement to resell | 509,872 | 513,276 | ||
Securities held-to-maturity | 3,053,628 | 3,079,050 | ||
Loans, net | 29,984,030 | 28,740,940 | ||
Consumer loans held-for-sale | 58,758 | 42,237 | ||
Commercial loans held-for-sale | 23,087 | 21,093 | ||
Financial liabilities: | ||||
Deposits and securities sold under agreements to repurchase | 36,328,330 | 35,156,148 | ||
Federal Home Loan Bank advances | 2,166,508 | 464,436 | ||
Subordinated debt and other borrowings | 424,276 | 424,055 | ||
Estimated Fair Value | ||||
Financial assets: | ||||
Securities purchased with agreement to resell | 453,019 | [1] | 440,390 | |
Securities held-to-maturity | [1] | 2,788,713 | 2,744,946 | |
Loans, net | [1] | 29,383,263 | 27,901,662 | |
Consumer loans held-for-sale | [1] | 58,987 | 42,353 | |
Commercial loans held-for-sale | [1] | 23,177 | 21,151 | |
Financial liabilities: | ||||
Deposits and securities sold under agreements to repurchase | [1] | 35,147,659 | 34,435,447 | |
Federal Home Loan Bank advances | [1] | 2,213,391 | 477,673 | |
Subordinated debt and other borrowings | [1] | $ 442,767 | $ 430,884 | |
[1]Estimated fair values are consistent with an exit-price concept. The assumptions used to estimate the fair values are intended to approximate those that a market-participant would realize in a hypothetical orderly transaction. |
Regulatory Matters (Details)
Regulatory Matters (Details) $ / shares in Units, shares in Thousands | 3 Months Ended | |||
Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2020 shares | Dec. 31, 2022 USD ($) $ / shares | ||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||||
Preceding period of retained earnings used in calculation of dividend payable | 2 years | |||
Retained earnings | $ 2,458,006,000 | $ 2,341,706,000 | ||
Quarterly common stock dividend (in dollar per share) | $ / shares | $ 0.22 | $ 0.18 | ||
Depositary Shares | shares | 9,000 | |||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ / shares | $ 16.88 | |||
Preferred Stock, Dividend Per Depositary Share | $ 0.422 | |||
Pinnacle Financial | ||||
Actual | ||||
Total capital to risk weighted assets | 4,720,387,000 | $ 4,584,292,000 | ||
Tier I capital to risk weighted assets | 3,992,847,000 | 3,888,100,000 | ||
Common equity Tier 1 capital to risk weighted assets | 3,775,599,000 | 3,670,851,000 | ||
Tier I capital to average assets | [1] | $ 3,992,847,000 | $ 3,888,100,000 | |
Actual | ||||
Total capital to risk weighted assets (as percent) | 0.124 | 0.124 | ||
Tier I capital to risk weighted assets (as percent) | 0.105 | 0.105 | ||
Common equity Tier 1 capital to risk weighted assets | 0.099 | 0.100 | ||
Tier I capital to average assets (as percent) | [1] | 0.096 | 0.097 | |
Minimum Capital Requirement | ||||
Total capital to risk weighted assets | $ 3,049,413,000 | $ 2,949,276,000 | ||
Tier I capital to risk weighted assets | 2,287,060,000 | 2,211,957,000 | ||
Common equity Tier 1 capital to risk weighted assets | 1,715,295,000 | 1,658,968,000 | ||
Tier I capital to average assets | [1] | $ 1,660,651,000 | $ 1,595,457,000 | |
Minimum Capital Requirement | ||||
Total capital to risk weighted assets (as percent) | 0.080 | 0.080 | ||
Tier I capital to risk weighted assets (as percent) | 0.060 | 0.060 | ||
Common Equity Tier I capital to risk weighted assets (as percent) | 0.045 | 0.045 | ||
Tier I capital to average assets (as percent) | [1] | 0.040 | 0.040 | |
Minimum To Be Well-Capitalized (1) | ||||
Total capital to risk weighted assets | $ 3,811,766,000 | $ 3,686,595,000 | ||
Tier I capital to risk weighted assets | $ 2,287,060,000 | $ 2,211,957,000 | ||
Minimum To Be Well-Capitalized (1) | ||||
Total capital to risk weighted assets (as percent) | 0.100 | 0.100 | ||
Tier I capital to risk weighted assets (as percent) | 0.060 | 0.060 | ||
Pinnacle Bank | ||||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||||
Cash dividends paid to Pinnacle Financial by Pinnacle Bank | $ 26,300,000 | |||
Retained earnings | 981,700,000 | |||
Actual | ||||
Total capital to risk weighted assets | 4,417,066,000 | $ 4,282,742,000 | ||
Tier I capital to risk weighted assets | 4,118,526,000 | 4,015,550,000 | ||
Common equity Tier 1 capital to risk weighted assets | 4,118,404,000 | 4,015,427,000 | ||
Tier I capital to average assets | [1] | $ 4,118,526,000 | $ 4,015,550,000 | |
Actual | ||||
Total capital to risk weighted assets (as percent) | 0.116 | 0.116 | ||
Tier I capital to risk weighted assets (as percent) | 0.108 | 0.109 | ||
Common equity Tier 1 capital to risk weighted assets | 0.108 | 0.109 | ||
Tier I capital to average assets (as percent) | [1] | 0.099 | 0.101 | |
Minimum Capital Requirement | ||||
Total capital to risk weighted assets | $ 3,041,133,000 | $ 2,941,082,000 | ||
Tier I capital to risk weighted assets | 2,280,849,000 | 2,205,812,000 | ||
Common equity Tier 1 capital to risk weighted assets | 1,710,637,000 | 1,654,359,000 | ||
Tier I capital to average assets | [1] | $ 1,656,143,000 | $ 1,591,502,000 | |
Minimum Capital Requirement | ||||
Total capital to risk weighted assets (as percent) | 0.080 | 0.080 | ||
Tier I capital to risk weighted assets (as percent) | 0.060 | 0.060 | ||
Common Equity Tier I capital to risk weighted assets (as percent) | 0.045 | 0.045 | ||
Tier I capital to average assets (as percent) | [1] | 0.040 | 0.040 | |
Minimum To Be Well-Capitalized (1) | ||||
Total capital to risk weighted assets | $ 3,801,416,000 | $ 3,676,353,000 | ||
Tier I capital to risk weighted assets | 3,041,133,000 | 2,941,082,000 | ||
Common equity Tier 1 capital to risk weighted assets | 2,470,920,000 | 2,389,629,000 | ||
Tier I capital to average assets | [1] | $ 2,070,179,000 | $ 1,989,378,000 | |
Minimum To Be Well-Capitalized (1) | ||||
Total capital to risk weighted assets (as percent) | 0.100 | 0.100 | ||
Tier I capital to risk weighted assets (as percent) | 0.080 | 0.080 | ||
Common Equity Tier I capital to risk weighted assets (as percent) | 0.065 | 0.065 | ||
Tier I capital to average assets (as percent) | [1] | 0.050 | 0.050 | |
[1](*) Average assets for the above calculations were based on the most recent quarter. |
Other borrowings (Details)
Other borrowings (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) subsidiary | Dec. 31, 2022 USD ($) | ||
Debt Instrument [Line Items] | |||
Number of wholly owned subsidiaries | subsidiary | 12 | ||
Term | 30 years | ||
Total Debt Outstanding | $ 424,276 | $ 424,055 | |
Debt issuance costs and fair value adjustments | $ (8,719) | ||
Pinnacle Statutory Trust I | |||
Debt Instrument [Line Items] | |||
Date Established | Dec. 29, 2003 | ||
Maturity | Dec. 30, 2033 | ||
Total Debt Outstanding | $ 10,310 | ||
Interest Rate (as percent) | [1] | 7.71% | |
Coupon Structure | 3-month LIBOR + 2.80% (1) | ||
Pinnacle Statutory Trust II | |||
Debt Instrument [Line Items] | |||
Date Established | Sep. 15, 2005 | ||
Maturity | Sep. 30, 2035 | ||
Total Debt Outstanding | $ 20,619 | ||
Interest Rate (as percent) | [1] | 6.56% | |
Coupon Structure | 3-month LIBOR + 1.40% (1) | ||
Pinnacle Statutory Trust III | |||
Debt Instrument [Line Items] | |||
Date Established | Sep. 07, 2006 | ||
Maturity | Sep. 30, 2036 | ||
Total Debt Outstanding | $ 20,619 | ||
Interest Rate (as percent) | [1] | 6.81% | |
Coupon Structure | 3-month LIBOR + 1.65% (1) | ||
Pinnacle Statutory Trust IV | |||
Debt Instrument [Line Items] | |||
Date Established | Oct. 31, 2007 | ||
Maturity | Sep. 30, 2037 | ||
Total Debt Outstanding | $ 30,928 | ||
Interest Rate (as percent) | [1] | 7.72% | |
Coupon Structure | 3-month LIBOR + 2.85% (1) | ||
BNC Capital Trust I | |||
Debt Instrument [Line Items] | |||
Date Established | Apr. 03, 2003 | ||
Maturity | Apr. 15, 2033 | ||
Total Debt Outstanding | $ 5,155 | ||
Interest Rate (as percent) | [1] | 8.08% | |
Coupon Structure | 3-month LIBOR + 3.25% (1) | ||
BNC Capital Trust II | |||
Debt Instrument [Line Items] | |||
Date Established | Mar. 11, 2004 | ||
Maturity | Apr. 07, 2034 | ||
Total Debt Outstanding | $ 6,186 | ||
Interest Rate (as percent) | [1] | 7.68% | |
Coupon Structure | 3-month LIBOR + 2.85% (1) | ||
BNC Capital Trust III | |||
Debt Instrument [Line Items] | |||
Date Established | Sep. 23, 2004 | ||
Maturity | Sep. 23, 2034 | ||
Total Debt Outstanding | $ 5,155 | ||
Interest Rate (as percent) | [1] | 7.23% | |
Coupon Structure | 3-month LIBOR + 2.40% (1) | ||
BNC Capital Trust IV | |||
Debt Instrument [Line Items] | |||
Date Established | Sep. 27, 2006 | ||
Maturity | Dec. 31, 2036 | ||
Total Debt Outstanding | $ 7,217 | ||
Interest Rate (as percent) | [1] | 6.86% | |
Coupon Structure | 3-month LIBOR + 1.70% (1) | ||
Valley Financial Trust I | |||
Debt Instrument [Line Items] | |||
Date Established | Jun. 26, 2003 | ||
Maturity | Jun. 26, 2033 | ||
Total Debt Outstanding | $ 4,124 | ||
Interest Rate (as percent) | [1] | 8.23% | |
Coupon Structure | 3-month LIBOR + 3.10% (1) | ||
Valley Financial Trust II | |||
Debt Instrument [Line Items] | |||
Date Established | Sep. 26, 2005 | ||
Maturity | Dec. 15, 2035 | ||
Total Debt Outstanding | $ 7,217 | ||
Interest Rate (as percent) | [1] | 6.36% | |
Coupon Structure | 3-month LIBOR + 1.49% (1) | ||
Valley Financial Trust III | |||
Debt Instrument [Line Items] | |||
Date Established | Dec. 15, 2006 | ||
Maturity | Jan. 30, 2037 | ||
Total Debt Outstanding | $ 5,155 | ||
Interest Rate (as percent) | [1] | 6.53% | |
Coupon Structure | 3-month LIBOR + 1.73% (1) | ||
Southcoast Capital Trust III | |||
Debt Instrument [Line Items] | |||
Date Established | Aug. 05, 2005 | ||
Maturity | Sep. 30, 2035 | ||
Total Debt Outstanding | $ 10,310 | ||
Interest Rate (as percent) | [1] | 6.66% | |
Coupon Structure | 3-month LIBOR + 1.50% (1) | ||
Pinnacle Financial Subordinated Notes | |||
Debt Instrument [Line Items] | |||
Date Established | Sep. 11, 2019 | ||
Maturity | Sep. 15, 2029 | ||
Total Debt Outstanding | $ 300,000 | ||
Interest Rate (as percent) | [2] | 4.13% | |
[1]Expected to transition to 3-month term SOFR plus a comparable tenor spread adjustment when 3-month LIBOR is no longer published on a future adjustment date.[2]Migrates to three month LIBOR + 2.775% (or an alternative benchmark rate plus comparable spread in the event that three month LIBOR is no longer published on such adjustment date) beginning September 15, 2024 through the end of the term. |