UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 26, 2017

 

______________________________

 

CAPSTAR FINANCIAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Registrant’s telephone number, including area code    (615) 732-6400

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]

 

 

 

 

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Section 1 – Registrant’s Business Operations

 

Item 1.02.  Termination of a Material Definitive Agreement.

 

CapStar Financial Holdings, Inc. (the “Company”) and Dale W. Polley (“Mr. Polley”) previously entered into a Consulting Services Agreement, dated August 15, 2016 (“Consulting Agreement”).  Pursuant to the Consulting Agreement, Mr. Polley has provided the Company with advisory and consulting services related to, among other things, financial reporting, financial statement presentation and investor relations. In consideration for Mr. Polley’s services under the Consulting Agreement, the Company paid Mr. Polley a consulting fee of $2,500 per month (the “Consulting Fee”).

 

In connection with the appointment of Mr. Polley as a Vice Chair of the Board of Directors of the Company (the “Board”) which is more fully discussed in Item 8.01 of this Current Report on Form 8-K (this “Report”), the Company and Mr. Polley have entered into an Agreement to Terminate Consulting Services Agreement, dated April 26, 2017 (“Termination Agreement”). The Termination Agreement provides for the termination of the Consulting Agreement, including the payment of the Consulting Fee, effective as of April 26, 2017.

 

The foregoing descriptions of the Consulting Agreement and Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Consulting Agreement, which was filed as Exhibit 10.12 to the Company’s registration statement on Form S-1, as amended (File No. 333-213367), and which is incorporated herein by reference, and by reference to the full text of the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Report and which is incorporated herein by reference.  

 

Section 2 – Financial Information

 

Item 2.02.  Results of Operations and Financial Condition.

 

On April 26, 2017, the Company issued an earnings release announcing its financial results for the first quarter ended March 31, 2017.  A copy of the earnings release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.

 

Section 7 – Regulation FD

 

Item 7.01.  Regulation FD Disclosure.

 

The Company will conduct a conference call at 9:00 a.m. (Central Time) on April 27, 2017 to discuss its financial results for the first quarter ended March 31, 2017.  A copy of the presentation to be used for the conference call is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference.

 

Section 8 – Other Events

 

Item 8.01.  Other Events.

 

On April 26, 2017, the Board appointed Mr. Polley, the Chairman of the Company’s Risk Committee and a member of the Company’s Nominating, Governance and Community Affairs Committee, as a Vice Chair of the Board. Mr. Polley will serve as a Vice Chair along with Mrs. Julie D. Frist who will continue to serve as a Vice Chair and will serve as the Chair of the Board in the absence of Mr. Dennis C. Bottorff, the Chairman of the Board.

 

The Company’s Chairman and Vice Chairs will oversee the Board’s role in the Company’s strategic planning process, focusing on maintaining a direction that is sound in light of its financial and human resources while optimizing its future potential and providing sustainable, long-term returns to the Company’s shareholders. This group will oversee the process and personnel involved in the Company’s strategic planning sessions, which includes the continuation of an annual strategic planning session with the full Board. In addition, the Chairman and Vice Chairs will work with management, outside advisors and banking industry experts to explore opportunities and facilitate discussions among the Board and management concerning opportunities that are financially attractive and support the Company’s strategic vision.  The Chairman and Vice Chairs will also oversee the processes and personnel involved in implementing the various components of the Company’s strategic plan.

 

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Mr. Polley has served on the Company’s Board of Directors since 2011.  He has extensive experience within the financial services industry, having most recently served as Vice Chairman and President of First American Corporation. Before joining First American National Bank in 1991, Mr. Polley was Group Executive Vice President and Treasurer for C&S/Sovran Corporation after holding various executive positions within Sovran before its merger with Citizens and Southern Bank. Mr. Polley joined Sovran from Commerce Union Bank of Nashville, where he was Executive Vice President and Chief Financial Officer. Mr. Polley retired as a Vice Chairman and member of the board of directors of First American Corporation and First American National Bank in 2000. Mr. Polley is a member of Leadership Nashville, the Financial Executives Institute and the Tennessee Society of Certified Public Accountants. He is currently a member of the board of directors and audit committee of HealthStream, Inc., and member of the board of the Franklin American Music City Bowl. He has also served on the board, including the audit and executive committees, of Pinnacle Financial Partners, the board, including the audit committee, of O’Charley’s Inc., and the board of the Nashville branch of the Federal Reserve Bank of Atlanta. Mr. Polley received a bachelor’s degree from the University of Memphis.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01.  Financial Statements and Exhibits.

 

 

Forward Looking Statements

 

Certain statements in this Report are forward-looking statements that reflect the Company’s current views with respect to, among other things, future events and the Company’s financial and operational performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” ”achieve,” “seek,” “aspire,” “estimate,” “intend,” “plan,” “project,” “projection,” “forecast,” “roadmap,” “goal,” “target,” “would,” and “outlook,” or the negative version of those words or other comparable words of a future or forward-looking nature. These forward-looking statements include, without limitation, those statements relating to the duties and focus of the Chairman and the Vice Chairs in relation to the Company’s strategic planning processes and the Company’s implementation and execution of a strategic plan.

 

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These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about the Company’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates and projections will be achieved. Accordingly, the Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. There are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, any factors identified in this Report as well as those factors that are detailed from time to time in the Company’s periodic and current reports filed with the Securities and Exchange Commission, including those factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 under the heading “Item 1A. Risk Factors” and in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.   If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this Report, and the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

Date: April 26, 2017

 

 

 

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EXHIBIT INDEX

 

 

 

Exhibit 10.1

TERMINATION AGREEMENT

 

This Termination Agreement (this “Agreement”) is entered into effective as of April 26, 2017 (the “Effective Date”) by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and Dale W. Polley, an individual residing in the state of Tennessee (“Consultant”).  The Company and Consultant are referred to herein collectively as the “Parties” and each as a “Party”.

In consideration of the mutual promises and termination contained in this document, Consultant and the Company contract and agree as follows:

1.Consultant and the Company agree that the Consulting Services Agreement between them dated August 15, 2016 (the “Consulting Agreement”) and all rights associated therewith are hereby terminated as of the Effective Date, other than those terms of the Consulting Agreement which expressly survive termination of the Consulting Agreement.

2.Each Party acknowledges and agrees that, by agreeing to terminate the Consulting Agreement as of the Effective Date, such Party waives receipt of 90 days’ advance written notice of termination in accordance with Section 3 and Section 5 of the Consulting Agreement.

3.This Agreement may be executed in two or more counterparts, each of which shall be part of the same Agreement.

4.This Agreement contains the entire understanding of the Parties, superseding all prior or contemporaneous communications, agreements and understandings between the Parties with respect to the subject matter contained herein. No changes may be made to this Agreement unless they are made in writing and signed by both Parties.  

5.This Agreement shall be construed and enforced in accordance with the law of the State of Tennessee.  

 

[Signature page follows.]

 

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date.

Consultant:

 

Company:

 

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Exhibit 99.1

EARNINGS RELEASE

 

CONTACT

 

Rob Anderson

Chief Financial Officer and Chief Administrative Officer

(615) 732-6470

 

 

 

CAPSTAR FINANCIAL HOLDINGS, INC. ANNOUNCES FIRST QUARTER 2017 RESULTS

 

NASHVILLE, TN, April 26, 2017/GlobeNewswire/ -- CapStar Financial Holdings, Inc. (“CapStar”) (NASDAQ:CSTR) reported net income of $0.3 million, or $0.03 per share on a fully diluted basis for the three months ended March 31, 2017, compared to $1.6 million, or $0.15 per share on a fully diluted basis for the three months ended March 31, 2016.  Fully diluted earnings per share were impacted by $0.18 per share during the first quarter due to credit related issues.  

 

“While we are disappointed with the increase in nonperforming loans and net charge-offs during the first quarter, we are pleased with another strong quarter of loan and core deposit growth,” said Claire W Tucker, President and Chief Executive Officer of CapStar. “The changes in these credit metrics are a result of two borrowers that have been on our radar screen and classified for some time, “said Tucker. “We continue to believe the credit infrastructure and risk management systems we have in place will satisfactorily support our operations and will allow us to achieve our goal of delivering sound, profitable growth for our shareholders. We remain confident that overall asset quality remains solid, growth continues at a robust pace, and we are committed to delivering the profitability that will help us achieve our goal of 1.0% ROAA by the end of 2018.”

 

Soundness

 

 

 

 

Profitability

 

 

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“Although our margin was impacted by the increase in nonaccrual loans, our profitability roadmap is dependent on expanding existing and acquiring new relationships, which drives our loan and core deposit growth,” said Rob Anderson, chief financial officer and chief administrative officer of CapStar.  “While we typically lead with a loan opportunity, we continue to achieve success in obtaining the operating accounts and providing treasury management services to our commercial clients, as we focus on becoming their primary bank.”  

Growth

 

 

 

 

Conference Call and Webcast Information

 

CapStar will host a conference call and webcast at 9:00 a.m. Central Time on Thursday, April 27, 2017. During the call, management will review the first quarter results and operational highlights. Interested parties may listen to the call by dialing (844) 412-1002. The conference ID number is 6970312. A simultaneous webcast may be accessed on CapStar’s website at www.capstarbank.com. An archived version of the webcast will be available in the same location shortly after the live call has ended.

 

About CapStar Financial Holdings, Inc.

 

CapStar Financial Holdings, Inc. is a bank holding company headquartered in Nashville, Tennessee, and operates primarily through its wholly owned subsidiary, CapStar Bank, a Tennessee-chartered state bank.  CapStar Bank is a commercial bank that seeks to establish and maintain comprehensive relationships with its clients by delivering customized and creative banking solutions and superior client service.  As of March 31, 2017, on a consolidated basis, CapStar had total assets of $1.4 billion, gross loans of $1.0 billion, total deposits of $1.2 billion, and shareholders’ equity of $140.2 million.  Visit www.capstarbank.com for more information.

 

Forward-Looking Statements

 

Certain statements in this earnings release are forward-looking statements that reflect CapStar’s current views with respect to, among other things, future events and CapStar’s financial and operational performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “aspire,” “achieve,” “estimate,” “intend,” “plan,” “project,” “projection,” “forecast,” “roadmap”, “goal,” “target,” “would,” and “outlook,” or the negative version of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about CapStar’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and

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beyond CapStar’s control. The inclusion of these forward-looking statements should not be regarded as a representation by CapStar or any other person that such expectations, estimates and projections will be achieved. Accordingly, CapStar cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although CapStar believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. There are or will be important factors that could cause CapStar’s actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, any factors identified in this earnings release as well as those factors that are detailed from time to time in CapStar’s periodic and current reports filed with the Securities and Exchange Commission, including those factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 under the heading “Item 1A. Risk Factors” and in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.  If one or more events related to these or other risks or uncertainties materialize, or if CapStar’s underlying assumptions prove to be incorrect, actual results may differ materially from our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this earnings release, and CapStar does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for CapStar to predict their occurrence or how they will affect CapStar.

 

 

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CAPSTAR FINANCIAL HOLDINGS, INC. AND SUBSIDIARY

Consolidated Statements of Income (unaudited)

First Quarter 2017 Earnings Release

 

This information is preliminary and based on company data available at the time of the presentation.

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CAPSTAR FINANCIAL HOLDINGS, INC. AND SUBSIDIARY

Selected Quarterly Financial Data (unaudited)

First Quarter 2017 Earnings Release

 

(1) CapStar Financial Holdings, Inc. completed its initial public offering during the third quarter of 2016.  As such, market values per share of common stock are not provided for previous periods.

 

This information is preliminary and based on company data available at the time of the presentation.

 

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CAPSTAR FINANCIAL HOLDINGS, INC. AND SUBSIDIARY

Selected Quarterly Financial Data (unaudited)

First Quarter 2017 Earnings Release

 

 

This information is preliminary and based on company data available at the time of the presentation.

 

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CAPSTAR FINANCIAL HOLDINGS, INC. AND SUBSIDIARY

Analysis of Interest Income and Expense, Rates and Yields (unaudited) (dollars in thousands)

First Quarter 2017 Earnings Release

 

 

This information is preliminary and based on company data available at the time of the presentation.

First Quarter 2017 Earnings Call April 27, 2017 Exhibit 99.2

Terminology The terms “we,” “our,” “us,” “the Company,” “CSTR” and “CapStar” that appear in this presentation refer to CapStar Financial Holdings, Inc. and its wholly-owned subsidiary, CapStar Bank. The terms “CapStar Bank,” “the bank” and “our bank” that appear in this presentation refer CapStar Bank. Contents of Presentation Except as is otherwise expressly stated in this presentation, the contents of this presentation are presented as of the date on the front cover of this presentation. Market Data Market data used in this presentation has been obtained from government and independent industry sources and publications available to the public, sometimes with a subscription fee, as well as from research reports prepared for other purposes. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. CSTR did not commission the preparation of any of the sources or publications referred to in this presentation. CSTR has not independently verified the data obtained from these sources, and, although CSTR believes such data to be reliable as of the dates presented, it could prove to be inaccurate. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements in this presentation. Non-GAAP Disclaimer This presentation includes the following financial measures that have been prepared other than in accordance with generally accepted accounting principles in the United States (“non-GAAP financial measures”): pre-tax, pre-provision net income, pre-tax, pre-provision return on average assets, tangible equity, tangible common equity, tangible assets, return on average tangible equity, return on average tangible common equity, book value per share (as adjusted), tangible book value per share (as reported and as adjusted), tangible equity to tangible assets and adjusted shares outstanding at end of period. CSTR non-GAAP financial measures (i) provide useful information to management and investors that is supplementary to its financial condition, results of operations and cash flows computed in accordance with GAAP, (ii) enable a more complete understanding of factors and trends affecting the Company’s business, and (iii) allow investors to evaluate the Company’s performance in a manner similar to management, the financial services industry, bank stock analysts and bank regulators; however, CSTR acknowledges that its non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other companies use. See the Appendix to this presentation for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures. Disclaimer

Certain statements in this presentation are forward-looking statements that reflect our current views with respect to, among other things, future events and our financial and operational performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “aspire”, “estimate,” “intend,” “plan,” “project,” “projection,” “forecast,” “ roadmap,” “goal,” “target,” “would,” and “outlook,” or the negative version of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. The inclusion of these forward-looking statements should not be regarded as a representation by us or any other person that such expectations, estimates and projections will be achieved. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following: Economic conditions (including interest rate environment, government economic and monetary policies, the strength of global financial markets and inflation and deflation) that impact the financial services industry as a whole and/or our business; the concentration of our business in the Nashville metropolitan statistical area (“MSA”) and the effect of changes in the economic, political and environmental conditions on this market; increased competition in the financial services industry, locally, regionally or nationally, which may adversely affect pricing and the other terms offered to our clients; our dependence on our management team and board of directors and changes in our management and board composition; our reputation in the community; our ability to execute our strategy and to achieve our loan ROAA and efficiency ratio goals, hire seasoned bankers, loan and deposit growth through organic growth and strategic acquisitions; credit risks related to the size of our borrowers and our ability to adequately identify, assess and limit our credit risk; our concentration of large loans to a small number of borrowers; the significant portion of our loan portfolio that originated during the past two years and therefore may less reliably predict future collectability than older loans; the adequacy of reserves (including our allowance for loan and lease losses) and the appropriateness of our methodology for calculating such reserve; non-performing loans and leases; non-performing assets; charge-offs, non-accruals, troubled debt restructurings, impairments and other credit-related issues; adverse trends in the healthcare service industry, which is an integral component of our market’s economy; our management of risks inherent in our commercial real estate loan portfolio, and the risk of a prolonged downturn in the real estate market, which could impair the value of our collateral and our ability to sell collateral upon any foreclosure; governmental legislation and regulation, including changes in the nature and timing of the adoption and effectiveness of new requirements under the Dodd-Frank Act of 2010, as amended, Basel guidelines, capital requirements, accounting regulation or standards and other applicable laws and regulations; the loss of large depositor relationships, which could force us to fund our business through more expensive and less stable sources; operational and liquidity risks associated with our business, including liquidity risks inherent in correspondent banking; volatility in interest rates and our overall management of interest rate risk, including managing the sensitivity of our interest-earning assets and interest-bearing liabilities to interest rates, and the impact to our earnings from a change in interest rates; the potential for our bank’s regulatory lending limits and other factors related to our size to restrict our growth and prevent us from effectively implementing our business strategy; strategic acquisitions we may undertake to achieve our goals; the sufficiency of our capital, including sources of capital and the extent to which we may be required to raise additional capital to meet our goals; fluctuations in the fair value of our investment securities that are beyond our control; deterioration in the fiscal position of the U.S. government and downgrades in Treasury and federal agency securities; potential exposure to fraud, negligence, computer theft and cyber-crime; the adequacy of our risk management framework; our dependence on our information technology and telecommunications systems and the potential for any systems failures or interruptions; our dependence upon outside third parties for the processing and handling of our records and data; our ability to adapt to technological change; the financial soundness of other financial institutions; our exposure to environmental liability risk associated with our lending activities; our engagement in derivative transactions; our involvement from time to time in legal proceedings and examinations and remedial actions by regulators; the susceptibility of our market to natural disasters and acts of God; and the effectiveness of our internal controls over financial reporting and our ability to remediate any future material weakness in our internal controls over financial reporting. The foregoing factors should not be construed as exhaustive and should be read in conjunction with those factors that are detailed from time to time in the Company’s periodic and current reports filed with the Securities and Exchange Commission, including those factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 under the heading “Item 1A. Risk Factors” and in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this presentation, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for us to predict their occurrence or how they will affect us. Safe Harbor Statements

Net Income of $0.3MM, Fully Diluted EPS at $0.03 for the quarter primarily driven by two credits. The EPS impact of these two items was $0.18 for the quarter. Growth remains strong and we are committed to achieving a 1.00% ROAA by the end of 2018. The following are first quarter highlights vs. the same period last year: Pretax, Pre-Provision Income up 11%, 18% excluding non-accrual items Average Loan growth up 19% Average Deposit growth up 11% Average DDA and NOW (combined) up 38% Net Interest Margin at 3.12%, down 5 bps vs. 4Q16 Proactively dealing with two credits: Both credits were placed on non accrual One credit was charged off for $1.1MM and remaining balance was subsequently paid off A $2.0MM specific reserve was placed on the second credit 1Q17 Financial Highlights

1Q17 Summary Results/Financial Highlights Soundness Profitability Growth 19% Growth 11% Growth 38% Growth

Our profitability roadmap is dependent on expanding existing relationships and acquiring new relationships. With loans typically leading the relationship, a full relationship typically consists of the following: Operating account (DDA or NOW) Treasury Management Loan We continue to build share of wallet with current customer base. We continue to build full relationships 38% Growth 19% Growth 46% Growth

Summary Financials 1Q17 CapStar continues to experience balance sheet growth over the prior year. Pre-tax, Pre-Provision income increased 11% over the prior year. *Reconciliation provided in non-GAAP tables   Three Months Ended March 31, $ in millions 2017 2016 % Change Balance Sheet (Period Averages) Loans (Excl HFS) $ 974 $ 822 19% Deposits 1,144 1,027 11% Total Transaction Deposits (DDA + Now) 541 393 38% Total Assets 1,340 1,181 13%         Income Statement Net Interest Income $ 9.9 $ 9.0 11% Non Interest Income 2.1 2.4 -10% Total Revenue 12.1 11.3 7% Provision for Loan and Lease Losses 3.4 0.9 263% Non Interest Expense 8.4 8.0 5% Income before Income Taxes 0.3 2.4 -88% Income Tax Expense (0.0) 0.8 -106% Net Income 0.3 1.6 -79%         Pre-tax Pre-Provision Income* 3.7 3.3 11% Pre-tax Pre-Provision Income Adjusted for non-accrual 3.9 3.3 18%         Relationship driven products Core earnings growth Operating Leverage of 1.4x Slightly lower Mortgage income and Loan Fees

Loan Growth 19% Growth     % Change Vs. $ in millions Q1-17 Q4-16 Q1-16 Balance Sheet (Quarter Averages) C&I - Healthcare $ 191 11% 15% C&I - All Other 216 34% 9% Commercial and Industrial 407 23% 11% Commercial Real Estate 317 37% 23% Consumer Real Estate 97 -8% 5% Construction and Land Development 97 9% 82% Consumer 5 -128% -37% Other 52 -73% 12% Total $ 975 15% 18% Less Net Unearned Income (1) -113% -40% Total Loans (Net of Unearned Income) $ 974 15% 19%

Q1 Production was 26% higher than 4th quarter and prior year. Payoff and paydowns normalized during the quarter. Line utilization continues to provide opportunity for future loan fundings. New Loan production at highest level in the last five quarters ¹Source: Internal CapStar records. New loans include new fundings to new and existing clients as well as increases in lines of credit. Pay offs and pay downs include line decreases, payoffs of existing loans and loan amortization. Loan Balances are EOP and exclude HFS loans.

Loan Yields Absent the loans placed on non-accrual, our loan yield would have increased to 4.33%. Our variable rate loans are repricing as expected. Lower loan fees and yields on new loan production negatively impacted our overall portfolio yield for the quarter. Loan Yield Rollforward     4Q16 (Avg) 4.32% New Loan Production -0.02% Loans Paid Off 0.02% Loans to Non-Accrual -0.09% Lower Loan Fees -0.07% Repricing of Remaining Portfolio 0.08% 1Q17 (Avg) 4.24%

Deposit Growth and Costs 11% Growth     % Change Vs. $ in millions Q1-17 Q4-16 Q1-16 Balance Sheet (Quarter Averages) Non-Interest Bearing $ 210 30% 11% Interest Checking (NOW) 331 62% 63% Savings & Money Market 434 -19% -3% Time Deposit's under $100K 41 -17% -11% Time Deposit's over $100K 128 -79% -11% Deposits $ 1,144 2% 11% * * Annualized % Change from Q4-16 to Q1-17 Fed Funds 0.50% Fed Funds 0.75% Fed Funds 1.00%

Net Interest Margin and Interest Rate Sensitivity Absent the loans placed on non-accrual, our NIM would have increased to 3.19%. Our net interest margin was impacted by yields on new production, runoff and loans placed on non-accrual status. We continue to improve our balance sheet mix and loan/deposit ratio. Net Interest Margin     4Q16 (Avg) 3.17% Loan placed on non-accrual status -0.07% Loan Volumes, Coupon 0.10% Lower loan fees -0.02% Increased deposit costs -0.09% Other (Lower Cash, Higher Yield on Investment Securities) 0.03% 1Q17 (Avg) 3.12%

Service charges have steadily increased as we gain share of wallet with our client base. Loan fees are in line with expectations but lower than 1Q16 due to several one-time fees. Mortgage fees seasonally lower than last quarter. TriNet (net gain on sale of loans) producing meaningful fee income. Non-Interest Income   Three Months Ended (Dollars in thousands) March 31, December 31, September 30, June 30, March 31, 2017 2016 2016 2016 2016 Non Interest Income           Service Charges on Deposit Accounts $ 329 $ 303 $ 277 $ 303 $ 225 Loan Commitment Fees 236 217 329 143 430 Mortgage Fees 1,216 2,033 2,339 1,655 1,347 Wealth Management 42 30 25 27 31 Gain on OREO - - - 85 73 BOLI 144 150 151 150 150 Net Gain (Loss) on Sale of Securities (6) - (4) 86 39 Net Gain (Loss) on Sale of Loans 82 125 - 9 - Other 91 95 74 111 76 Total Non Interest Income $ 2,134 $ 2,954 $ 3,191 $ 2,568 $ 2,371 Average Assets $ 1,340,237 $ 1,324,620 $ 1,296,871 $ 1,247,077 $ 1,181,428 Non Interest Income / Average Assets 0.65% 0.89% 0.98% 0.83% 0.81%            

Total Production ($mm) Mortgage Operations Purchase vs. Refinance (% of Total Production) Acquisition of Farmington Financial closed 2/3/14 Data as of or for the twelve months ended 12/31 each respective year Data as of or for the three months ended 3/31 each respective year The acquisition of Farmington Financial in February 2014 added mortgage origination services to CapStar’s product offering and enhanced fee income generation. Farmington’s strategy is to originate conforming loans which are sold into the secondary mortgage market. As of March 2017, approximately 72% of originated loans represent new loan originations as opposed to refinancings. (1) (2) (2) (1) (2) (2) (3) (3) (3)

Non-Interest Expense   Three Months Ended (Dollars in thousands) March 31, December 31, September 30, June 30, March 31, 2017 2016 2016 2016 2016 Non Interest Expense           Salaries and Employee Benefits $ 5,086 $ 5,185 $ 5,119 $ 4,938 $ 5,218 Data Processing & Software 621 542 627 635 568 Professional Fees 365 406 391 426 331 Occupancy 449 366 352 371 410 Equipment 496 443 458 436 407 Regulatory Fees 307 348 250 265 227 Advertising & Marketing 143 88 56 84 140 Mortgage Earnout – Contingent Liability 50 774 661 123 123 Other 859 489 612 672 586 Total Non Interest Expense $ 8,375 $ 8,642 $ 8,527 $ 7,951 $ 8,010 Efficiency Ratio 69.4% 65.8% 64.0% 67.6% 70.7%             Overall expense base of $8.3MM trended down as guided from last quarter. Efficiency ratio elevated but impacted by revenue, not an increase in expense. Other non-interest expenses increased due to one-time expenses related to moving our headquarters, and an increase in special asset expense.

Credit Quality

With our initial public offering in September 2016, CapStar continues to have capital ratios well above regulatory guidelines. Capital *Reconciliation provided in non-GAAP tables Capital Ratios Q1-17   Q4-16   Q3-16   Q2-16   "Well Capitalized" Guidelines                     Tangible Equity / Tangible Assets* 9.74%   10.01%   10.07%   8.28%   NA Tangible Common Equity / Tangible Assets* 9.08%   9.34%   9.39%   7.02%   NA Tier 1 Leverage Ratio 10.37%   10.46%   10.47%   8.90%   ≥ 5.00% Tier 1 Risk Based Capital Ratio 11.01%   11.61%   11.46%   9.73%   ≥ 8.00% Total Risk Based Capital Ratio 12.13%   12.60%   12.45%   10.67%   ≥ 10.00%

CapStar’s strategy remains one of sound, profitable growth We are disappointed in first quarter performance Proactively re-evaluating and refining our Healthcare strategy Focused on consistently driving performance throughout the company We remain committed to achieving a 1.0% ROAA by the end of 2018 Strategic M&A is a focus Key Takeaways

Appendix: Historical Financials

Historical Financials * Reconciliation provided in non-GAAP tables   Three Months Ended Twelve Months Ended December 31, March 31, (Dollars in thousands, except per share information) 2017 2016 2016 2015 2014 2013 2012 2011 STATEMENT OF INCOME DATA                 Interest Income $ 11,979 $ 10,598 $ 45,395 $ 40,504 $ 38,287 $ 41,157 $ 33,966 $ 23,454 Interest Expense 2,047 1,642 6,932 5,731 5,871 6,576 6,682 7,146 Net Interest Income 9,932 8,956 38,463 34,773 32,416 34,581 27,284 16,308 Provision for Loan and Lease Losses 3,405 937 2,829 1,651 3,869 938 3,968 1,897 Non-Interest Income 2,134 2,371 11,084 8,884 7,419 1,946 1,935 874 Non-Interest Expense 8,375 8,010 33,129 30,977 28,562 25,432 19,021 13,211 Income before Income Taxes 285 2,380 13,590 11,029 7,404 10,157 6,230 2,073 Income Tax Expense (47) 796 4,493 3,470 2,412 3,749 (3,168) - Net Income 332 1,584 9,097 7,559 4,992 6,408 9,398 2,073 Pre-Tax Pre-Provision Net Income * 3,690 3,317 16,419 12,680 11,273 11,095 10,197 3,970

Historical Financials * Reconciliation provided in non-GAAP tables   Three Months Ended Twelve Months Ended December 31, March 31, (Dollars in thousands, except per share information) 2017 2016 2016 2015 2014 2013 2012 2011 BALANCE SHEET (AT PERIOD END)                 Cash & Due From Banks $ 60,039 $ 76,707 $ 80,111 $ 100,185 $ 73,934 $ 44,793 $ 113,282 $ 44,043 Investment Securities 241,915 238,179 235,250 221,890 285,514 305,291 280,115 236,837 Loans Held for Sale 35,371 29,530 42,111 35,729 15,386 - - - Gross Loans and Leases (Net of Unearned Income) 1,003,434 837,690 935,251 808,396 713,077 626,382 624,328 430,329 Total Intangibles 6,276 6,330 6,290 6,344 6,398 284 317 - Total Assets 1,381,703 1,223,180 1,333,675 1,206,800 1,128,395 1,009,485 1,031,755 711,183 Deposits 1,157,995 1,086,337 1,128,722 1,038,460 981,057 879,165 919,782 621,212 Borrowings and Repurchase Agreements 75,000 15,000 55,000 48,755 34,837 29,494 7,452 12,622 Total Liabilities 1,241,491 1,112,321 1,194,468 1,098,214 1,025,744 913,294 931,277 636,613 Common Equity 131,211 94,359 130,207 92,086 86,151 79,691 83,977 58,070 Preferred Equity 9,000 16,500 9,000 16,500 16,500 16,500 16,500 16,500 Total Shareholders' Equity 140,211 110,859 139,207 108,586 102,651 96,191 100,478 74,570 Tangible Equity * 133,935 104,528 132,918 102,242 96,253 95,907 100,160 74,570

Historical Financials * Reconciliation provided in non-GAAP tables ** Efficiency ratio is non-interest expense divided by the sum of net interest income and non-interest income.   Three Months Ended Twelve Months Ended December 31, March 31, (Dollars in thousands, except per share information) 2017 2016 2016 2015 2014 2013 2012 2011 SELECTED PERFORMANCE RATIOS                 Return on Average Assets (ROAA) 0.10% 0.54% 0.72% 0.66% 0.47% 0.62% 1.11% 0.34% Pre-Tax Pre-Provision Return on Average Assets (PTPP ROAA) * 1.12% 1.13% 1.30% 1.11% 1.06% 1.08% 1.20% 0.65% Return on Average Equity (ROAE) 0.95% 5.75% 7.57% 7.08% 4.94% 6.46% 10.56% 2.94% Return on Average Tangible Equity (ROATE) * 1.00% 6.10% 7.99% 7.53% 5.30% 6.48% 10.70% 2.94% Return on Average Tangible Common Equity (ROATCE) * 1.07% 7.24% 9.16% 9.01% 6.43% 7.78% 13.17% 3.83% Net Interest Margin 3.12% 3.18% 3.17% 3.19% 3.20% 3.45% 3.30% 2.73% Efficiency Ratio ** 69.42% 70.71% 66.86% 70.96% 71.70% 69.62% 65.10% 76.89% Non-Interest Income / Average Assets 0.65% 0.81% 0.88% 0.78% 0.70% 0.19% 0.23% 0.14% Non-Interest Expense / Average Assets 2.53% 2.73% 2.62% 2.72% 2.68% 2.47% 2.25% 2.16% Loan and Lease Yield 4.24% 4.39% 4.33% 4.53% 4.74% 5.48% 5.50% 5.02% Deposit Cost 0.67% 0.61% 0.59% 0.56% 0.62% 0.71% 0.89% 1.34%

Historical Financials * Reconciliation provided in non-GAAP tables   Three Months Ended Twelve Months Ended December 31, March 31, (Dollars in thousands, except per share information) 2017 2016 2016 2015 2014 2013 2012 2011 PER SHARE OUSTANDING DATA                 Basic Net Earnings per Share $0.03 $0.18 $0.98 $0.89 $0.59 $0.75 $1.20 $0.29 Diluted Net Earnings per Share $0.03 $0.15 $0.81 $0.73 $0.49 $0.62 $1.00 $0.24 Book Value Per Share, Reported $11.70 $10.87 $11.62 $10.74 $10.17 $9.54 $9.65 $8.13 Tangible Book Value Per Share, Reported $11.14 $10.14 $11.06 $10.00 $9.41 $9.51 $9.61 $8.13 Book Value Per Share, Adjusted * $11.59 $10.78 $11.52 $10.66 $10.18 $9.65 $9.74 $8.52 Tangible Book Value Per Share, Adjusted * $11.07 $10.16 $11.00 $10.04 $9.55 $9.63 $9.71 $8.52 Shares of Common Stock Outstanding at End of Period 11,218,328 8,677,902 11,204,515 8,577,051 8,471,516 8,353,087 8,705,283 7,142,783 CAPITAL RATIOS (AT PERIOD END)                 Tier 1 Leverage Ratio 10.37% 9.16% 10.46% 9.33% 8.56% 8.96% 9.22% 10.31% Common Equity Tier 1 Capital (Cet1) 10.32% 8.75% 10.90% 8.89% - - - - Tier 1 Risk-Based Capital 11.01% 10.26% 11.61% 10.41% 10.32% 11.14% 11.77% 13.47% Total Risk-Based Capital Ratio 12.13% 11.26% 12.60% 11.42% 11.54% 12.19% 12.86% 14.68% Total Shareholders' Equity to Total Assets Ratio 10.15% 9.06% 10.44% 9.00% 9.10% 9.54% 9.74% 10.49% Tangible Equity to Tangible Assets * 9.74% 8.59% 10.01% 8.52% 8.58% 9.51% 9.71% 10.49%

Historical Financials * Reconciliation provided in non-GAAP tables   Three Months Ended Twelve Months Ended December 31, March 31, (Dollars in thousands, except per share information) 2017 2016 2016 2015 2014 2013 2012 2011 NON-PERFORMING ASSETS (NPA)                 Non-Performing Loans $13,624 $ 5,587 $ 3,619 $ 2,689 $ 7,738 $ 6,552 $ 8,784 $ 141 Troubled Debt Restructurings 1,256 - 1,272 125 2,618 - - 141 Other Real Estate and Repossessed Assets - - - 216 575 1,451 1,822 - Non-Preforming Assets 13,624 5,587 3,619 2,905 8,313 8,003 10,606 141 ASSET QUALITY RATIOS                 Non-Performing Assets / Assets 0.99% 0.46% 0.27% 0.24% 0.74% 0.79% 1.03% 0.02% Non-Performing Loans / Loans 1.36% 0.67% 0.39% 0.33% 1.09% 1.05% 1.41% 0.03% Non-Performing Assets / Loans + OREO 1.36% 0.67% 0.39% 0.36% 1.16% 1.27% 1.69% 0.03% Net Charge-Offs to Average Loans (Periods Annualized) 0.43% 0.38% 0.15% 0.38% 0.15% 0.11% 0.40% 0.14% Allowance for Loan and Lease Losses to Total Loans and Leases 1.39% 1.23% 1.24% 1.25% 1.58% 1.35% 1.32% 1.45% Allowance for Loan and Lease Losses to Non-Performing Loans 102.7% 184.3% 321.4% 376.8% 145.8% 129.1% 93.5% 4415.6%

Historical Financials * Reconciliation provided in non-GAAP tables   As of March 31, As of December 31, (Dollars in thousands, except per share information) 2017 2016 2016 2015 2014 2013 2012 2011 COMPOSITION OF LOANS HELD FOR INVESTMENT               Commercial Real Estate $ 360,955 $ 265,710 $ 302,322 $ 251,196 $ 219,793 $ 182,392 $ 177,584 $ 135,855 Consumer Real Estate 99,952 90,393 97,015 93,785 77,688 61,174 73,637 51,256 Construction and Land Development 74,007 52,480 94,491 52,522 46,193 30,217 35,674 24,676 Commercial and Industrial 420,825 381,548 379,620 353,442 332,914 312,527 279,755 175,518 Consumer 4,495 8,291 5,974 8,668 7,910 7,939 10,749 12,687 Other Loans 43,200 39,268 55,829 48,782 28,578 32,132 46,929 30,337 DEPOSIT COMPOSITION                 Non-Interest Bearing 223,450 220,686 197,788 190,580 157,355 135,448 102,786 66,641 Interest Checking 335,572 260,007 299,621 189,983 115,915 84,028 60,663 12,655 Savings & Money Market 421,203 435,680 447,686 437,214 484,600 427,312 544,762 404,775 Time Deposits Less Than $100,000 40,014 45,223 41,128 45,902 51,813 46,819 52,844 21,563 Time Deposits Greater Than or Equal to $100,000 137,757 124,740 142,500 174,781 171,373 185,482 158,778 115,578

Historical Financials   Three Months Ended Twelve Months Ended December 31,   March 31, (Dollars in thousands, except per share information) 2017 2016 2016 2015 2014 2013 2012 2011 REAL ESTATE - COMMERCIAL AND CONSTRUCTION CONCENTRATIONS             Construction and Development $ 74,007 $ 52,480 $ 94,491 $ 52,522 $ 46,193 $ 30,217 $ 35,674 $ 24,676 Commercial Real Estate and Construction 334,469 219,169 282,513 198,285 172,803 146,258 150,253 109,988 Construction and Development to Total Risk Based Capital (Reg. 100%) 48.5% 44.5% 63.2% 45.3% 42.8% 30.1% 36.7% 32.3% Coml. Real Estate and Const. to Total Risk Based Capital (Reg. 300%) 219.4% 185.7% 188.8% 170.9% 160.0% 145.8% 154.6% 144.0% MORTGAGE METRICS                 Total Origination Volume $ 93,162 $ 85,108 $ 522,037 $ 422,323 $ 253,099 - - - Total Mortgage Loans Sold 101,118 92,654 523,031 407,941 245,891 - - - Purchase Volume as a % of Originations 72% 64% 67% 72% 76% - - - Mortgage Fees/Gain on Sale of Loans 1,216 1,347 7,375 5,962 4,067 - - - Mortgage Fees/Gain on Sale as a % of Loans Sold 1.20% 1.45% 1.41% 1.46% 1.65% - - - Mortgage Fees/Gain on Sale as a % of Total Revenue 10.1% 11.9% 14.9% 13.7% 10.2% - - -

  Three Months Ended March 31, Twelve Months Ended December 31, (Dollars in thousands, except per share information) 2017 2016 2016 2015 2014 2013 2012 2011 PRE-TAX PRE-PROVISION NET INCOME Pre-Tax Income $ 285 $ 2,380 $ 13,590 $ 11,029 $ 7,404 $ 10,157 $ 6,230 $ 2,073 Add: Provision for Loan and Lease Losses 3,405 937 2,829 1,651 3,869 938 3,968 1,897 Pre-Tax Pre-Provision Net Income 3,690 3,317 16,419 12,680 11,273 11,095 10,197 3,970 PRE-TAX PRE-PROVISION RETURN ON AVERAGE ASSETS Total Average Assets $1,340,237 $1,181,428 $1,262,763 $ 1,140,760 $ 1,064,705 $ 1,028,709 $ 846,901 $ 612,775 Pre-Tax Pre-Provision Net Income 3,690 3,317 16,419 12,680 11,273 11,095 10,197 3,970 Pre-Tax Pre-Provision Return on Average Assets 1.12% 1.13% 1.30% 1.11% 1.06% 1.08% 1.20% 0.65% Non-GAAP Financial Measures

  As of March 31, As of December 31, (Dollars in thousands, except per share information) 2017 2016 2016 2015 2014 2013 2012 2011 TANGIBLE EQUITY Total Shareholders’ Equity $ 140,211 $ 110,859 $ 139,207 $ 108,586 $ 102,651 $ 96,191 $ 100,477 $ 74,570 Less: Intangible Assets 6,276 6,330 6,290 6,344 6,398 284 317 - Tangible Equity 133,935 104,528 132,918 102,242 96,253 95,907 100,160 74,570 TANGIBLE COMMON EQUITY Tangible Equity $ 133,935 $ 104,528 $ 132,918 $ 102,242 $ 96,253 $ 95,907 $ 100,160 $ 74,570 Less: Preferred Equity 9,000 16,500 9,000 16,500 16,500 16,500 16,500 16,500 Tangible Common Equity 124,935 88,028 123,918 85,742 79,753 79,407 83,660 58,070 TANGIBLE EQUITY TO TANGIBLE ASSETS Tangible Equity $ 133,935 $ 104,528 $ 132,918 $ 102,242 $ 96,253 $ 95,907 $ 100,160 $ 74,570 Total Assets 1,381,703 1,223,180 1,333,675 1,206,800 1,128,395 1,009,485 1,031,755 711,183 Less: Intangible Assets 6,276 6,330 6,290 6,344 6,398 284 317 - Tangible Assets 1,375,426 1,216,849 1,327,385 1,200,456 1,121,997 1,008,425 1,031,437 711,183 Tangible Equity to Tangible Assets 9.74% 8.59% 10.01% 8.52% 8.58% 9.51% 9.71% 10.49% TANGIBLE COMMON EQUITY TO TANGIBLE ASSETS Tangible Common Equity $ 124,935 $ 88,028 $ 132,918 $ 85,742 $ 79,753 $ 79,407 $ 83,660 $ 58,070 Tangible Assets 1,375,426 1,216,849 1,327,385 1,200,456 1,121,997 1,008,425 1,031,437 711,183 Tangible Common Equity to Tangible Assets 9.08% 7.23% 9.34% 7.14% 7.11% 7.87% 8.11% 8.17% Non-GAAP Financial Measures

  Three Months Ended March 31, Twelve Months Ended December 31, (Dollars in thousands, except per share information) 2017 2016 2016 2015 2014 2013 2012 2011 RETURN ON AVERAGE TANGIBLE EQUITY (ROATE) Total Average Shareholder’s Equity $ 141,551 $ 110,820 $ 120,123 $ 106,727  $ 101,030 $ 99,153 $ 88,990 $ 70,625 Less: Average Intangible Assets 6,285 6,338 6,318 6,371 6,855 301 1,151 - Average Tangible Equity 135,266 104,481 113,805 100,356 94,175 98,852 87,838 70,625 Net Income to Shareholders 332 1,584 9,097 7,559 4,992 6,408 9,398 2,073 Return on Average Tangible Equity (ROATE) 1.00% 6.10% 7.99% 7.53% 5.30% 6.48% 10.70% 2.94% RETURN ON AVERAGE TANGIBLE COMMON EQUITY (ROATCE) Average Tangible Equity $ 135,266 $ 104,481 $ 113,805 $ 100,356 $ 94,175 $ 98,852 $ 87,838 $ 70,625 Less: Preferred Equity 9,000 16,500 14,533 16,500 16,500 16,500 16,500 16,500 Average Tangible Common Equity 126,266 87,981 99,273 83,856 77,675 82,352 71,338 54,125 Net Income to Shareholders 332 1,584 9,097 7,559 4,992 6,408 9,398 2,073 Return on Average Tangible Common Equity (ROATCE) 1.07% 7.24% 9.16% 9.01% 6.43% 7.78% 13.17% 3.83% ADJUSTED SHARES OUTSTANDING AT END OF PERIOD Shares of Common Stock Outstanding 11,218,328 8,677,902 11,204,515 8,577,051 8,471,516 8,353,087 8,705,283 7,142,783 Shares of Preferred Stock Outstanding 878,049 1,609,756 878,049 1,609,756 1,609,756 1,609,756 1,609,756 1,609,756 Adjusted Shares Outstanding at End of Period 12,096,377 10,287,658 12,082,564 10,186,807 10,081,272 9,962,843 10,315,039 8,752,539 Non-GAAP Financial Measures

  As of March 31, As of December 31, (Dollars in thousands, except per share information) 2017 2016 2016 2015 2014 2013 2012 2011 BOOK VALUE PER SHARE, ADJUSTED Total Shareholders Equity $ 140,211 $ 110,859 $ 139,207 $ 108,586 $ 102,651 $ 96,191 $ 100,477 $ 74,570 Adjusted Shares Outstanding at End of Period 12,096,377 10,287,658 12,082,564 10,186,807 10,081,272 9,962,843 10,315,039 8,752,539 Book Value Per Share, Adjusted $11.59 $10.78 $11.52 $10.66 $10.18 $9.65 $9.74 $8.52 TANGIBLE BOOK VALUE PER SHARE, REPORTED Tangible Common Equity $ 124,935 $ 88,028 $ 123,918 $ 85,742 $ 79,753 $ 79,407 $ 83,660 $ 58,070 Shares of Common Stock Outstanding 11,218,328 8,677,902 11,204,515 8,577,051 8,471,516 8,353,087 8,705,283 7,142,783 Tangible Book Value Per Share, Reported $ 11.14 $ 10.14 $11.06 $10.00 $9.41 $9.51 $9.61 $8.13 TANGIBLE BOOK VALUE PER SHARE, ADJUSTED Tangible Equity $ 133,935 $ 104,528 $ 132,918 $ 102,242 $ 96,253 $ 95,907 $ 100,160 $ 74,570 Adjusted Shares Outstanding at End of Period 12,096,377 10,287,658 12,082,564 10,186,807 10,081,272 9,962,843 10,315,039 8,752,539 Tangible Book Value Per Share, Adjusted $ 11.07 $ 10.16 $11.00 $10.04 $9.55 $9.63 $9.71 $8.52 Non-GAAP Financial Measures

Historical C&D and CRE & Construction as a Percentage of Risk-Based Capital C&D and CRE & Construction Concentration Data as of 12/31 each respective year (2011-2016); Data as of 3/31/17 Blue line designates recommended limits from the regulators for CRE loans to risk-based capital Gold line designates recommended limits from the regulators for C&D loans to risk-based capital

CapStar Financial Holdings, Inc. 1201 Demonbreun Street, Suite 700 Nashville, TN 37203 Mail: P.O. Box 305065 Nashville, TN 37230-5065 (615) 732-6400 Telephone www.capstarbank.com (615) 732-6455 Email: ir@capstarbank.com Contact Information Investor Relations Executive Leadership Claire W. Tucker President and Chief Executive Officer CapStar Financial Holdings, Inc. (615) 732-6402 Email: ctucker@capstarbank.com Rob Anderson Chief Financial and Administrative Officer CapStar Financial Holdings, Inc. (615) 732-6470 Email: randerson@capstarbank.com Corporate Headquarters