Form 8-K

8-K — Pinnacle Financial Partners, Inc.

Accession: 0002082866-26-000078

Filed: 2026-07-31

Period: 2026-07-29

CIK: 0002082866

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — pnfp-20260729.htm (Primary)

EX-3.1 (exhibit31.htm)

EX-10.1 (exhibit101.htm)

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GRAPHIC (exhibit101002.jpg)

GRAPHIC (exhibit101003.jpg)

GRAPHIC (exhibit31001.jpg)

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8-K

8-K (Primary)

Filename: pnfp-20260729.htm · Sequence: 1

pnfp-20260729

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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

July 29, 2026

Date of Report

(Date of Earliest Event Reported)

Pinnacle Financial Partners, Inc.

(Exact Name of Registrant as Specified in its Charter)

Georgia 001-43038 39-3738880

(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)

3400 Overton Park Drive, Atlanta, Georgia 30339

(Address of principal executive offices) (Zip Code)

(706) 641-6500

(Registrant’s telephone number, including area code)

__________________________

(Former name or former address, if changed since last report)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, $1.00 Par Value

PNFP

New York Stock Exchange

Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A

PNFP - PrA

New York Stock Exchange

Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B

PNFP - PrB

New York Stock Exchange

Depositary Shares, each representing 1/40 interest in a Share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock Series C

PNFP - PrC

New York Stock Exchange

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

Emerging growth company ☐

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. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 29, 2026, Pinnacle Financial Partners, Inc. (formerly Steel Newco Inc.), a Georgia corporation (the “Company”), Pinnacle Bank and Robert A. McCabe, Jr. entered into an amendment (the “Second Amendment”) to the letter agreement by and among Pinnacle Financial Partners, Inc., a Tennessee corporation (“Legacy Pinnacle”), Pinnacle Bank and Mr. McCabe, dated as of July 24, 2025, as amended on January 14, 2026. The Second Amendment provides for the extension of the term of Mr. McCabe’s service as Chief Banking Officer and Vice Chair of the Board from December 31, 2026 to December 31, 2027. The Second Amendment also provides that, during the two-year period in which Mr. McCabe serves as consultant to the Company following his service as Chief Banking Officer and Vice Chair of the Board, Mr. McCabe will receive an annual fee of $1,150,000.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 29, 2026, the board of directors of the Company approved an amendment to the Company’s bylaws effective July 29, 2026 (the “Bylaw Amendment”). The Bylaw Amendment amends certain governance provisions to provide for the extension of Mr. McCabe’s term as Chief Banking Officer and Vice Chair of the Board, as more fully described above.

The foregoing description of the Bylaw Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

3.1

Amendment to Bylaws of Pinnacle Financial Partners, Inc.

10.1

Second Amendment to Letter Agreement by and among Robert A. McCabe, Jr., Pinnacle Financial Partners, Inc., and Pinnacle Bank dated as of July 29, 2026

104 Cover Page Interactive Data File (formatted as Inline XBRL)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Pinnacle Financial Partners, Inc. has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PINNACLE FINANCIAL PARTNERS, INC.

Date: July 30, 2026

By: /s/ Allan E. Kamensky

Name: Allan E. Kamensky

Title: Executive Vice President and Chief Legal Officer

EX-3.1

Filename: exhibit31.htm · Sequence: 2

exhibit31

Exhibit 3.1 AMENDMENT TO BYLAWS OF PINNACLE FINANCIAL PARTNERS, INC. This Amendment is made to the bylaws of Pinnacle Financial Partners, Inc. (the “Corporation”) (the “Bylaws”) as of the 29th day of July, 2026. WHEREAS, the Corporation desires to amend the Bylaws in order to amend Article XIII, Section 2(ii)(iv)(x), which sets forth the Vice Chairman Succession Date applicable to Robert A. McCabe, and Article XIII, Section 2(iii), in each case to extend Mr. McCabe’s service as Vice Chairman of the Boards of Directors and as Chief Banking Officer of the Corporation and of Pinnacle Bank by an additional year; and WHEREAS, after consideration, the Board of Directors of the Corporation has unanimously determined that it is in the best interests of the Corporation, and its shareholders, to amend the Bylaws in this regard. NOW, THEREFORE, BE IT RESOLVED, that the Bylaws are hereby amended by deleting the phrase “first anniversary of the Effective Time and” set forth in Article XIII, Section 2(ii)(iv)(x) and replacing it with the phrase “second anniversary of the Effective Time and”. RESOLVED, that the Bylaws are hereby amended by deleting the phrase “(or in the case of Mr. McCabe, during the one-year period following the Effective Time)” set forth in Article XIII, Section 2(iii). As amended herein, the Bylaws shall remain in full force and effect. Pinnacle Financial Partners, Inc. By: /s/ Mary Maurice Young Name: Mary Maurice Young Its: Deputy General Counsel and Corporate Secretary

EX-10.1

Filename: exhibit101.htm · Sequence: 3

exhibit101

Exhibit 10.1 SECOND AMENDMENT TO LETTER AGREEMENT This Second Amendment (this “Amendment”) to the Letter Agreement dated July 24, 2025 by and among Robert A. McCabe, Jr. (the “Executive”), Pinnacle Financial Partners, Inc., a Tennessee corporation (“Pinnacle”) and Pinnacle Bank (the “Letter Agreement”), as amended by the First Amendment to the Letter Agreement dated January 14, 2026 (together with the Letter Agreement, the “Agreement”) is entered into as of July 29, 2026. WHEREAS, effective as of January 1, 2026, Pinnacle merged with and into Pinnacle Financial Partners, Inc. (formerly Steel Newco Inc.), a Georgia corporation (the “Company”), and the Company thereby succeeded to Pinnacle’s obligations under the Letter Agreement by operation of law; and WHEREAS, the Company, Pinnacle Bank and the Executive desire to enter into this Amendment to effect certain changes to the Agreement as set forth herein; NOW, THEREFORE, it is hereby mutually agreed that the Letter Agreement is hereby amended as follows: 1. Section 1 of the Letter Agreement is hereby amended and restated in its entirety as follows: At the Effective Time of the Merger, your employment as Chairman of the Pinnacle board of directors will cease and you will become employed as an executive officer of Company and appointed as a member of the board of directors of the Company (the “Board”). From the Effective Time until the second anniversary of the Closing Date (the “Initial Term”), you agree to serve as a member of the Board and Vice Chairman of the Board (“Vice Chairman”), and you will be nominated for reelection at any annual meeting of the Company’s shareholders that occurs during the Initial Term. During the Initial Term, you will also serve as an executive officer of the Company with the title of Chief Banking Officer of the Company (“Chief Banking Officer”). Effective as of the second anniversary of the Closing Date you will cease to serve as Vice Chairman and you will resign from the Board and, from that date until the fourth anniversary of the Closing Date (the “Consulting Term”, and together with Initial Term, the “Term”), you will serve as a consultant to the Company. The services you will provide in these roles are described on the attached Schedule A (the “Services”). 2. The following sentence is hereby added to the end of the first paragraph of Section 2(B) of the Letter Agreement: During the Company’s fiscal year 2027, the Annual Salary and Annual Bonus will be eligible for merit-based adjustments, as determined by the Company in its discretion, on the same basis as similarly-situated employees of the Company. 3. The second paragraph of Section 2(B) of the Letter Agreement is hereby amended and restated in its entirety as follows: During the Consulting Term, you will receive an annual cash fee equal to $1,150,000, payable to you in accordance with the Company’s payment practices for consultants as in effect from time to time (the “Consulting Fee”).

-2- 4. The definition of “Restricted Period” as set forth in Section 4(E) of the Letter Agreement is hereby amended and restated in its entirety as follows: “Restricted Period” means the Initial Term and the two-year period commencing on the last day of the Initial Term (without regard to any earlier termination of this Letter Agreement, the Term or the Services for any reason); provided, however, that this period will be tolled and will not run during any time you are in violation of this Section 4, it being the intent of the parties that the Restricted Period will be extended for any period of time in which you are in violation of this Section 4. Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect in accordance with its terms.

[Signature Page to Second Amendment to Letter Agreement] IN WITNESS WHEREOF, the Executive, the Company and Pinnacle Bank have executed this Amendment as of the date first above written. PINNACLE FINANCIAL PARTNERS, INC. By: /s/ Kevin S. Blair Name: Kevin S. Blair Title: Chief Executive Officer and President PINNACLE BANK By: /s/ Kevin S. Blair Name: Kevin S. Blair Title: Chief Executive Officer and President THE EXECUTIVE /s/ Robert A. McCabe, Jr. Robert A. McCabe, Jr.

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v3.26.1

Cover Page

Jul. 29, 2026

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