# PNFP CAPITAL MARKETS, INC. X-17A-5 (2026-03-09) — Broker-dealer annual report - Company: PNFP CAPITAL MARKETS, INC. - Form: X-17A-5 - Filed: 2026-03-09 - Period: 2025-12-31 - Accession: 0001637543-26-000004 - CIK: 1637543 - File #: 8-69608 - Type: Broker-dealer - Material weakness: No - Auditor: LBMC, PC - Auditor location: Brentwood, TN - Contact: Gary Wunderlich - Phone: 901-270-3107 - Email: gary.wunderlich@pnfp.com - Website: pnfp.com - Signed by: Gary Wunderlich (President/CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1637543/000163754326000004/pnfpaud.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** # **ANNUAL REPORTS FORM X-17A-5 PART** Ill 0MB APPROVAL 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 SEC FILE NUMBER 8-69608 **FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and lSa-7 under the Securities Exchange Act of 1934** FILING FOR THE PERIOD BEGINNING **O 1/01 /25** MM/DD/YY AND ENDING **12/3 1 /25** MM/DD/YY **A. REGISTRANT IDENTIFICATION** NAMEOFFIRM : PNFP CAPITAL MARKETS, INC. TYPE OF REG ISTRANT {check all applicable boxes): C!J Broker-dealer □ Securit y-based sw ap dealer □ Check here if respondent is also an OTC derivatives dealer □ Major security-based swap participant **ADDRESS OF PRINCIPAL PLACE OF BUSINESS: {Do not use a P.O. box no.)** 21 Platform Way South, Suite 2300 (No. and Street) Nashville TN 37203 (City) (Stat e) (Zip Code) PERSON TO CONTACT WITH REGARD TO THIS FI LI NG Gary Wunderlich 901-270-3107 gary.wunderlich@pnfp.com (Name) (Area Code - Telephone Number) (Email Address) **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT w hose reports are contained in t his f iling\* LBMC, PC (Name - if individual, state last, first, and middle name) 201 FRANKLIN RD, BOX 1869 Brentwood TN 37024 (Address) (City) (State) (Zip Code) 10/20/03 450 **FOR OFFICIAL USE ONLY** \* Claims for exemption from the requirement that t he annua l reports be covered by the reports of an independent public accou ntant must be supported by a statement of facts and circumstances relied on as the basis of the exempt ion . See 17 CFR 240.17a-S(e)(l)(ii), if applica ble. **Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number.** {1}------------------------------------------------ #### OATH OR AFFIRMATION | I, Gary Wunderlich | swear (or affirm) that, to the best of my knowledge and belief, the | | |-----------------------------------------------------------------------|-----------------------------------------------------------------------------------------|-------| | financial report pertaining to the firm of PNFP CAPITAL MARKETS, INC. | | as of | | 12/31 | 2~
is true and correct. I further swear (or affirm) that neither the company nor any | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. | | ✓ Signed by: | | |---------------|--------------|----------------| | Signature: | | l:,:,t,~:;~(1, | | Title: | | | | President/CEO | | | #### **This filing\*\* contains (check all applicable boxes):** - **iii** (a) Statement of financial condition. - □ (b) Notes to consolidated statement of financial condit ion. - **iii** (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in§ 210.1-02 of Regu lation S-X). - **iii** (d) Statement of cash flows. - **iii** (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - □ (f) Statement of changes in liabilities subordinated to claims of cred itors. - **iii** (g) Notes to consolidated financial statements. - **iii** (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as appl icable. - □ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - □ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - □ (k) Computation for determination of security-based swap reserve requirements pursuant to Exh ibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - □ (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - □ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - □ (n) Information relating to possession or control requ irements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - **iii** (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capita l or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requ irements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as appl icable, if material differences exist, or a statement that no material differences exist. - □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - iii (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as appl icable. - **iii** (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (t) Independent public accountant's report based on an examination of the statement of financial cond it ion. - **iii** (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as appl icable. - □ (v) Independent public accountant's report based on an examination of certain statements in the compl iance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (w) Independent publ ic accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - iii (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - □ (y) Report describing any material inadequacies found to exist or found to have existed since the date of t he previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). □ (z) other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3} or 17 CFR 240.18a-7{d}(2), as applicable. {2}------------------------------------------------ # PNFP CAPITAL MARKETS, INC. Financial Statements For the Fiscal Year End December 31 , 2025 With Report of Independent Registered Public Accounting Firm {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Stockholder of PNFP Capital Markets, Inc.: #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of PNFP Capital Markets, Inc. as of December 31, 2025, the related statements of income, changes in stockholder's equity, and cash flows for the year then ended, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of PNFP Capital Markets, Inc. as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** These financial statements are the responsibility of PNFP Capital Markets, lnc.'s management. Our responsibility is to express an opinion on PNFP Capital Markets, lnc.'s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to PNFP Capital Markets, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. #### **Auditor's Report on Supplemental Information** The supplemental information on Page 11 has been subjected to audit procedures performed in conjunction with the audit of PNFP Capital Markets, lnc.' s financial statements. The supplemental information is the responsibility of PNFP Capital Markets, lnc.'s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. *LB MC,PC* We have served as PNFP Capital Markets, lnc.'s auditor since 2016. Brentwood, Tennessee March 4, 2026 {4}------------------------------------------------ ### **PNFP CAPITAL MARKETS, INC. Statement of Financial Condition December 31, 2025** | Assets | | |--------------------------------------------------------------|------------------| | Cash and cash equivalents | \$
7,427,179 | | Clearing deposit | 428,699 | | Prepaid expenses and other assets | 254,194 | | Goodwill | 2,287,000 | | Intangible asset, net of amortization of \$46,150 | 166,850 | | Total Assets | \$
10,563,922 | | | | | Liabilities and Stockholder's Equity | | | Liabilities | | | Accounts payable | \$
10,125 | | Payable to Parent, net | 238,697 | | Total Liabilities | 248,822 | | Stockholder's equity | | | Common stock, no par value, 100 shares authorized and issued | | | Additional paid-in capital | 8,750,000 | | Retained earnings | 1,565,100 | | Total Stockholder's Equity | 10,315,100 | | | | | Total Liabilities and Stockholder's Equity | \$
10,563,922 | {5}------------------------------------------------ ### **PNFP CAPITAL MARKETS, INC. Statement of Income For the Year Ended December 31, 2025** | Revenues | | |-------------------------------------|-----------------| | Investment banking fees | \$
3,495,134 | | Interest | 1,825 | | | | | Total revenues | 3,496,959 | | | | | Expenses | | | Personnel compensation and benefits | 2,164,095 | | Business insurance | 214,737 | | Occupancy and equipment | 523,378 | | IT, data and communications | 266,690 | | Administrative and office expense | 259,467 | | Professional services | 123,036 | | Travel , meals and entertainment | 120,629 | | Clearing charges | 112,650 | | Licenses and registration | 24,232 | | Other expenses | 116,955 | | | | | Total expenses | 3,925,869 | | | | | Loss before income taxes | (428,910) | | Income taxes benefit | (102,938) | | | | | Net loss | \$
(325,972} | {6}------------------------------------------------ ### **PNFP CAPITAL MARKETS, INC. Statement of Changes in Stockholder's Equity For the Year Ended December 31, 2025** | | | Common Stock | Additional Paid | | Retained
Earnings | | | | |----------------------------------|--------|--------------|-----------------|------------|----------------------|------------|----|------------------------| | | Shares | Par Value | | in Capital | | (Deficit) | | Total | | | | | | | | | | | | Balance at December 31, 2024 | 100 | \$0 | \$ | 3,750,000 | \$ | 1,891 ,072 | \$ | 5,641 ,072 | | Capital contribution
Net loss | | | | 5,000,000 | | (325,972) | | 5,000,000
(325,972) | | Balance at December 31, 2025 | 100 | \$0 | \$ | 8,750,000 | \$ | 1,565,100 | | \$ 10,315,100 | {7}------------------------------------------------ ### **PNFP CAPITAL MARKETS, INC. Statement of Cash Flows For the Year Ended December 31, 2025** | Cash flows used by operating activities | | |-------------------------------------------------------------------------|-----------------| | Net loss | \$
(325,972) | | Adjustments to reconcile net loss to cash used in operating activities: | | | Amortization | 42,600 | | Changes in operating assets and liabilities: | | | Change in accounts receivable | 47,196 | | Change in prepaid expenses and other assets | (47,359) | | Change in clearing deposit | (275,082) | | Change in accounts payable | 2,152 | | Change in payable to Parent | (75,417) | | Net cash used by operating activities | (631 ,882) | | | | | Cash flows from financing activities | | | Proceeds from capital contribution | 5,000,000 | | Net cash provided by financing activities: | 5,000,000 | | | | | Net increase in cash and cash equivalents | 4,368,118 | | | | | Cash and cash equivalents | | | Beginning of period | 3,059,061 | | | | | End of period | \$
7,427,179 | {8}------------------------------------------------ #### **1. Organization** PNFP Capital Markets, Inc. (the "Company"), a wholly-owned subsidiary of Pinnacle Bank ("Parent" or "Stockholder"), incorporated in Tennessee in February 2015. The Company is a securities broker-dealer registered with the Securities and Exchange Commission ("SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"), since October 2015. The Company's primary business is investment banking services. In April of 2023, the Company received FINRA approval to expand its business to include corporate securities underwriting. It operates under the provisions of Rule 15c3-3 under the Securities Exchange Act of 1934, pursuant to 15c3-3 (k2)(ii) (the "exemption provisions ") and of the 2013 Release adopting amendments to Rule 17a-5, including Footnote 74 of the 2013 Release. The Company does not hold funds or securities for customers and does not carry customer accounts. #### **2. Summary of Significant Accounting Policies** #### **Cash and Cash Equivalents** The Company considers all cash and money market instruments with a maturity of 90 days or less to be cash and cash equivalents. The Company maintains its bank account in a high credit quality institution. Deposits at times may exceed federally insured limits. #### **Receivables and Deposits from Clearing Broker** The Company has entered into a clearing agreement with Hilltop Securities Inc. (the 'Clearing Broker'), which clears all of the Company's securities transactions. The Company is required to maintain a deposit in cash or securities, and this deposit is refundable if, and when, the Company ceases doing business with the Clearing Broker. #### **Allocation of Expenses** The Company entered into an expense-sharing agreement with its Parent in 2015. In accordance with that agreement, certain expenses relating to the personnel, general and administrative expenses and the shared facility in Nashville, Tennessee are allocated to the Company from its Parent. The allocation method is consistent with the business goals and objectives of the entities, and all expenses are allocated on a reasonable basis (one that attempts to equate the proportional cost of a service or product to the proportional use of or benefit derived from the service or product). Allocations are re-evaluated in the event there are significant changes to the expenses at any time during the year. See Note 3. #### **Income Taxes** The Company entered into a tax-sharing agreement with Parent effective January 1, 2016. Under the tax sharing agreement, the Company is a member of the affiliated group. The allocation of taxes is based on each individual member's taxable income (loss), credits to tax and benefit of a deduction to the member who provided such deduction to the consolidated return. If the member incurs a tax loss that it cannot carry-back on a separate taxpayer basis, but may use as a carry-forward , and the tax loss is used to reduce the current consolidated liability, the member must record a current tax benefit and either receive payment from its Parent or offset payables owed to its Parent. {9}------------------------------------------------ #### **2. Summary of Significant Accounting Policies (continued)** #### **Use of Estimates** The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates including those related to income taxes. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. #### **Revenue Recognition** In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, resulting in a comprehensive new revenue recognition standard that supersedes most existing revenue recognition guidance under GAAP (FASB Accounting Standards Codification 606). The standard's core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 prescribes a five-step process to accomplish this core principle, including: - Identification of the contract with the customer; - Identification of the performance obligation(s) under the contract; - Determination of transaction price; - Allocation of the transaction price to the identified performance obligation(s); and - Recognition of revenue as (or when) an entity satisfies the identified performance obligation(s). The Company earns revenue from the following advisory services: Merger & Acquisition; Private Placement of Debt & Equity; Underwriter or selling group participant (corporate securities)- firm commitment offering; and Other Advisory & Consulting. The Company recognizes revenue for these advisory services as follows: Merger and Acquisition Advisory: Revenue is based on the scope of work outlined in the engagement letter and generally includes a success fee based on a percentage of the transaction price and/or a retainer fee. Success fee revenue is recognized when the scope of work is completed , normally at the closing of the transaction. Retainer fee revenue is recognized as the scope of work is completed , normally at the transfer of services. Private Placements of Debt and Equity: Revenue is based on the scope of work outlined in the engagement letter and generally includes a success fee based on a percentage of the transaction amount and/or a retainer fee. Success fee revenue is recognized when the scope of work is completed normally at the closing of the transaction. Retainer fee revenue is recognized as the scope of work is completed , normally at the transfer of services. Underwriting or selling group offerings: primarily consists of fees earned from managing public securities offerings, including initial public offerings. These fees are recognized when the performance obligation is satisfied , which generally occurs on the trade date of the offering, when the underwriting agreement becomes legally binding and the Company has performed its underwriting services. {10}------------------------------------------------ #### **2. Summary of Significant Accounting Policies (continued)** #### **Revenue Recognition (continued)** Other Advisory and Consulting: Revenue is based on the scope of work outlined in the engagement letter and is generally structured as an engagement fee or retainer fee. Engagement or retainer fee revenue is recognized as the scope of work is completed. Revenue from all services is recognized as outlined above and in accordance with the Company's revenue recognition policy. #### **Accounts Receivable** Accounts receivable are non-interest-bearing uncollateralized obligations receivable in accordance with the terms agreed upon with each client. The carrying amount of accounts receivable is reduced by a valuation allowance that reflects management's best estimate of the amounts that will not be collected. Management individually reviews all delinquent accounts receivable balances and, based on an assessment of current credit worthiness, estimates the portion, if any, of the balance that will not be collected. Generally, customer receivables are believed to be fully collectible. #### **Goodwill and intangible assets** The goodwill and intangible assets recognized in the Company's financial statements arose from the acquisition of certain assets of a business providing merger and acquisition and capitalization advisory services. The asset purchase occurred on November 18, 2024, for a cash consideration of \$2,500,000. The acquisition facilitates the transition of key business employees, along with their accumulated industry knowledge, expertise, contacts, and reputation in the mergers and acquisitions industry. Intangible assets primarily consist of a customer contract list and identifiable customer relationships. Goodwill primarily reflects: - **Industry Knowledge and Expertise:** The specialized knowledge and know-how of the transitioning employees in the broker-dealer industry. - **Professional Contacts and Networks:** Established relationships and networks within the industry that are expected to enhance future business opportunities. - **Reputation and Status:** The strong reputation and standing of the transitioning employees, which is anticipated to contribute to the Company's competitive positioning and client acquisition capabilities. Further breakdown of Goodwill and intangible assets can be found on Note 7. Goodwill and intangible assets are reviewed annually for impairment or more frequently if events or circumstances indicate a potential reduction in its fair value. As of December 31, 2025, no impairment indicators were identified. #### **Segment Reporting** The Company adopted Accounting Standards Update (ASU) 2023-7, Disclosure of Financial Information for a Single Segment Entity. Under this guidance, the Company is required to disclose specific financial information for its single reportable segment. The Company operates as a single reportable segment, focusing on broker dealer activities, mainly investment banking. All material financial information, including revenue, expenses, and assets, is reviewed and managed by the Company's Chief Operating Decision Maker (CODM). {11}------------------------------------------------ #### **2. Summary of Significant Accounting Policies (continued)** #### **Segment Reporting (continued)** As a result of operating as a single segment entity, the Company's financial statements reflect its overall performance without disaggregation into multiple segments. #### **Date of Management's Review** Subsequent events were evaluated through March 4, 2026 , the date the financial statements were available to be issued. #### **3. Related Party Transactions** The Company has an expense sharing agreement with its Parent. Under the terms of this agreement, the Company pays the Parent monthly for allocated expenses such as personnel services, occupancy and other administrative costs provided to the Company. Allocated expenses amounted to \$2,979,992 for the year ended December 31 , 2025. The Company also purchases insurance policies from a related party. As of December 31 , 2025, the prepaid balance for insurance purchased from the related party was \$165,873, which is included in prepaid expenses and other assets in the statement of financial condition. Also, in accordance with the tax sharing agreement, the Company either receives payments from its Parent for current tax benefits (refer to Note 4) or offsets payables owed to its Parent. As of December 31 , 2025, the Company had a net payable to Parent of \$238,697. #### **4. Income Tax** The Company does not have any material differences between the rate it provides for income taxes and the statutory rate. The provision for income taxes benefit is composed of the following: | Current | | |---------|---------------| | Federal | \$
90,071 | | State | 12,867 | | | \$
102,938 | #### **5. Net Capital** As a registered broker- dealer, the Company is subject to the SEC Uniform Net Capital Rule (Rule 15c3- 1 (a)(1 )(ii)), which requires the net minimum net capital of \$250,000. The Company elected the net capital rule alternative standard and is no longer subject to the aggregate indebtedness standard of paragraph (a)(1 )(i) of Rule 15c3-1. As of December 31 , 2025, the Company had net capital of \$7,607,056 which was \$7,357,056 in excess of its required net capital of \$250,000. #### **6. Concentration of Revenue** Sixty-five (65%) percent of the revenue was earned from two customers. {12}------------------------------------------------ #### **7. Goodwill and intangible assets** The Company's intangible assets as of December 31 , 2025, are summarized as follows: | Intangible Assets: | | |-------------------------------------|-----------------| | Customer contract list | \$
38,000 | | Identifiable customer relationships | 175,000 | | Goodwill | 2,287,000 | | | 2,500,000 | | Accumulated amortization | (46,150) | | Net carrying amount | \$
2,453,850 | | | | | Accumulated amortization breakdown: | | | Customer contract list | \$
38,000 | | Identifiable customer relationships | 175,000 | | | 213,000 | | Accumulated Amortization | (46,150) | | | \$
166,850 | The Intangible assets are amortized over a period of 60 months. The Company reviews intangibles for impairment annually and whenever events or changes in circumstances indicate that the carrying value of such assets may not recoverable. No impairment charges were recorded during the year ended December 31 , 2025. #### **8. Contingencies** The Company is subject to litigation in the normal course of business. The Company has no litigation in progress through December 31 , 2025. {13}------------------------------------------------ #### **PNFP CAPITAL MARKETS, INC.** ### **SCHEDULE I COMPUTATION OF NET CAPITAL PURSUANT TO RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1934 AS OF DECEMBER 31, 2025** #### NET CAPITAL: | Total stockholder's equity | \$
10,315,100 | |---------------------------------------------------|----------------------| | Less: | | | Prepaid expenses and other assets | 254,194 | | Goodwill | 2,287,000 | | Intangible asset, net of amortization of \$46,150 | 166,850 | | | 2,708,044 | | Net capital before haircuts | 7,607,056 | | Less haircuts | | | Net capital
Minimum net capital required | 7,607,056
250,000 | | Excess net capital | \$
7,357,056 | Reconciliation with Company's computation of net capital included in Part IIA of Form X-17A-5 as of December 31 , 2025. There was no significant difference between net capital in the FOCUS Part IIA form and the computation above. {14}------------------------------------------------ #### **PNFP CAPITAL MARKETS, INC.** ### **SCHEDULE II COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2025** In accordance with the exemptive provisions of SEC Rule 15c3-3, especially exemption k(2)(ii), the Company is exempt from the computation for determination of reserve requirements and the information relating to the possession or control requirements. All customer transactions are cleared through another broker-dealer on a fully disclosed basis. The Company holds no customer funds or securities. Any such funds or securities are promptly transmitted to the clearing broker-dealer. # **SCHEDULE Ill INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2025** In accordance with the exemptive provisions of SEC Rule 15c3-3, especially exemption k(2)(ii), the Company is exempt from the computation for determination of reserve requirements and the information relating to the possession or control requirements. All customer transactions are cleared through another broker-dealer on a fully disclosed basis. The Company holds no customer funds or securities. Any such funds or securities are promptly transmitted to the clearing broker-dealer. {15}------------------------------------------------ #### **EXEMPTION REPORT SEA RULE 17a-5(d)(4)** March 4, 2026 LBMC, PC 201 Franklin Road PO Box 1869 Brentwood , TN 37024 To Whom It May Concern: The below information is designed to meet the Exemption Report criteria pursuant to SEA Rule 17a-5(d)(4): PNFP Capital Markets, Inc. is a broker/dealer registered with the SEC and FINRA. Pursuant to paragraph k(2)(ii) of SEC Rule 15c3-3, the Company is claiming an exemption from SEC Rule 15c3-3 for the fiscal year ended December 31 , 2025. The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 are limited to private placements and investment advisory services and the Company (1) does not directly or indirectly receive, hold or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Exchange Act Rule 15c2-4 ("Rule 15c2-4"); (2) does not carry accounts of or for customers; and (3) does not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year and therefore is covered by Footnote 7 4 of the 2013 Rel ease. The Company has met the identified exemption provisions throughout the most recent fiscal year without exception. The above statement is true and correct to the best of my and the Company's knowledge. Name: Gary Wunderlich Title: PresidenUCEO {16}------------------------------------------------ ![](_page_16_Picture_0.jpeg) ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Stockholder of PNFP Capital Markets, Inc.: We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) PNFP Capital Markets, Inc. (the Company) identified the following provision of 17 C.F.R. §15c3-3(k) under which the Company claimed the following exemption from 17 C.F.R. §240.15c3-3: (k)(2)(ii), and (2) the Company stated that the Company met the identified exemption provisions throughout the most recent fiscal year without exception. The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.l 7a-5 are limited to private placements and investment advisory services (receiving transactionbased compensation for identifying potential merger and acquisition opportunities for clients). In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. PNFP Capital Markets, lnc.'s management is responsible for compliance with the exemption provisions and its statements, as well as the provisions contemplated by Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 and related SEC Staff Frequently Asked Questions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about the Company's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based upon the provisions set for in paragraph (k)(2)(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934 and the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34- 70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC Staff Frequently Asked Questions. *LB MC,PC* Brentwood, Tennessee March 4, 2026 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.