Pinnacle Financial Partners Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$PNFP
Major Banks
Finance
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
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(706 ) 641-6500
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Emerging growth company ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |||||||
Amendment to Letter Agreement with Robert A. McCabe, Jr.
On January 14, 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 “First 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 (the “Letter Agreement”), following Legacy Pinnacle’s merger with and into the Company. The Amendment provides for changes to the form, but not the aggregate amount, of his target compensation opportunity pursuant to the Letter Agreement in respect of his continued employment as Chief Banking Officer of Pinnacle.
Under the First Amendment, Mr. McCabe’s total compensation opportunity will remain $5,890,000, as set forth in the Letter Agreement, but his base salary will equal $3,465,000 and his target annual bonus opportunity will equal $2,426,000.
Non-Competition Agreement with Harold R. Carpenter
On January 14, 2026, the Company also entered into a restrictive covenant agreement (the “Restrictive Covenant Agreement”) with Harold R. Carpenter. Pursuant to the Restrictive Covenant Agreement, Mr. Carpenter has agreed not to compete with, or solicit the customers or employees of, the Company or any of its predecessors or affiliates for the period commencing on January 1, 2026 and ending on January 1, 2027. Mr. Carpenter has also agreed to cooperate with the Company on an as-needed basis for the same period of time.
In consideration for these covenants, the Company will pay Mr. Carpenter an amount in cash equal to $2,000,000, less applicable withholdings (the “Restrictive Covenant Payment”), payable in two equal installments, with the first installment to be paid on or as soon as reasonably practicable following the date of the Restrictive Covenant Agreement, and the second installment to be paid on or immediately after January 1, 2027. The Restrictive Covenant Payment is subject to repayment, to the extent paid, and forfeiture, to the extent unpaid, in the event that Mr. Carpenter breaches the noncompetition covenant contained in the Restrictive Covenant Agreement.
The foregoing descriptions of the First Amendment and the Restrictive Covenant Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the First Amendment and the Restrictive Covenant Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits | |||||||
| (d) | Exhibits | |||||||
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
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: January 15, 2026 | By: /s/ Allan E. Kamensky | ||||
| Name: Allan E. Kamensky | |||||
| Title: Executive Vice President Chief Legal Officer | |||||