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Pinnacle Financial (PNFP-PA) extends McCabe term, sets fee

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. extended Robert A. McCabe Jr.’s term as Chief Banking Officer and Vice Chair of the Board from December 31, 2026 to December 31, 2027 through a Second Amendment to their existing letter agreement.

After his executive service, McCabe will serve as a consultant to the company for two years, receiving an annual fee of $1,150,000. The board also approved a Bylaw Amendment effective July 29, 2026 to reflect the extension of his leadership roles.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Consulting annual fee $1,150,000 Annual fee during two-year consulting period following executive service
New executive term end date December 31, 2027 End date for McCabe’s service as Chief Banking Officer and Vice Chair under Second Amendment
Prior executive term end date December 31, 2026 Original end date for McCabe’s term before the Second Amendment
Consulting period length 2 years Duration of McCabe’s consulting role after his executive service ends
Second Amendment regulatory
"entered into an amendment (the Second Amendment) to the letter"
A second amendment is the second formal change made to a company’s legal agreement or contract—such as a loan, lease, shareholder pact, or merger document—and updates the rules that govern that relationship. For investors, it matters because these changes can alter payment terms, deadlines, rights or protections (like who controls decisions or how much debt a company can take), which can affect a company’s risk, cash flow and value; think of it as the second revised rulebook that stakeholders must follow.
Bylaw Amendment regulatory
"approved an amendment to the Company’s bylaws (the Bylaw Amendment)"
Inline XBRL technical
"Cover Page Interactive Data File (formatted as Inline XBRL)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What executive agreement did Pinnacle Financial Partners (PNFP-PA) change on July 29, 2026?
Pinnacle Financial Partners amended a prior letter agreement with Robert A. McCabe Jr. through a Second Amendment dated July 29, 2026. It extends his term as Chief Banking Officer and Vice Chair and defines compensation for a subsequent consulting role with the company.

How long will Robert A. McCabe Jr. serve in leadership roles at Pinnacle Financial Partners (PNFP-PA)?
Robert A. McCabe Jr. will now serve as Chief Banking Officer and Vice Chair of the Board through December 31, 2027. Afterward, he is scheduled to serve as a consultant to the company for an additional two-year period under the amended agreement.

What compensation will McCabe receive as a consultant to Pinnacle Financial Partners (PNFP-PA)?
During his two-year consulting period with Pinnacle Financial Partners, Robert A. McCabe Jr. will receive an annual fee of $1,150,000. This consulting arrangement begins after his service as Chief Banking Officer and Vice Chair ends on December 31, 2027.

Does the Pinnacle Financial Partners (PNFP-PA) report mention any impact on other executives?
The report focuses on Robert A. McCabe Jr., extending his executive term and setting a consulting arrangement. It also notes a related Bylaw Amendment but does not describe changes to the roles or compensation of other specific executives.

Which exhibits are associated with the McCabe amendments for Pinnacle Financial Partners (PNFP-PA)?
The report lists Exhibit 3.1 as the Amendment to Bylaws of Pinnacle Financial Partners, Inc. and Exhibit 10.1 as the Second Amendment to the letter agreement among McCabe, Pinnacle Financial Partners, Inc., and Pinnacle Bank.
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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)
Georgia001-4303839-3738880
(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 classTrading SymbolName 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 9.01Financial 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
104Cover 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


Source: View Original Filing on SEC EDGAR

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