Pinnacle Financial plans $1.5M noncompete payout
PNFP extended Harold Carpenter’s noncompete and cooperation obligations to March 31, 2027 in exchange for $1.5 million of cash payments, including an accelerated installment.
Rhea-AI Filing Summary
Pinnacle Financial Partners, Inc. (PNFP) amended and restated its letter agreement with former executive Harold R. Carpenter on September 9, 2026, extending his noncompetition and non-solicitation obligations, as well as his agreement to cooperate and assist the company, through March 31, 2027. In exchange, Pinnacle will accelerate a previously scheduled $1,000,000 payment to October 1, 2026 and pay an additional $500,000 in cash on or after March 31, 2027, both subject to applicable withholdings. These “Restrictive Covenant Payments” are subject to repayment or forfeiture if Mr. Carpenter breaches the noncompetition covenant.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Accelerated installment payment: $1,000,000
Additional cash payment: $500,000
Noncompete and cooperation period end date: March 31, 2027
3 metrics
Accelerated installment payment
$1,000,000
Second installment accelerated from on/after January 1, 2027 to October 1, 2026
Additional cash payment
$500,000
To be paid on or immediately after March 31, 2027
Noncompete and cooperation period end date
March 31, 2027
End date for Mr. Carpenter’s noncompetition, non-solicitation, and cooperation obligations
Key Terms
noncompetition covenant, Restrictive Covenant Payments, amended and restated, non-solicitation
4 terms
noncompetition covenant regulatory
"in the event that Mr. Carpenter breaches the noncompetition covenant contained"
Restrictive Covenant Payments financial
"together, the “Restricted Covenant Payments”"
amended and restated regulatory
"amended and restated the letter agreement (the “Amended Letter Agreement”)"
non-solicitation regulatory
"not to compete with, or solicit the customers or employees of, the Company"
A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What agreement did PNFP amend with Harold R. Carpenter?
Pinnacle Financial Partners, Inc. (PNFP) amended and restated a letter agreement with Harold R. Carpenter originally dated January 14, 2026, extending his noncompetition, non-solicitation, and cooperation obligations under a new Restrictive Covenant Letter Agreement dated September 9, 2026.
How long does Harold R. Carpenter’s noncompete with PNFP now last?
Under the Amended Letter Agreement, Harold R. Carpenter agreed not to compete with or solicit customers or employees of PNFP or its affiliates, and to cooperate with the company, through March 31, 2027.
What payments will PNFP make to Harold R. Carpenter under the amended agreement?
PNFP will accelerate the second installment of $1,000,000, originally due on or after January 1, 2027, to October 1, 2026, and will pay an additional $500,000 in cash on or immediately after March 31, 2027, both less applicable withholdings.
What are the “Restrictive Covenant Payments” in PNFP’s filing?
The “Restrictive Covenant Payments” are the accelerated $1,000,000 installment due October 1, 2026 and the additional $500,000 cash payment due on or after March 31, 2027, provided to Harold R. Carpenter as consideration for his restrictive covenants.
Are the payments to Harold R. Carpenter from PNFP subject to clawback?
Yes. The filing states that the Restrictive Covenant Payments are subject to repayment, to the extent paid, and forfeiture, to the extent unpaid, if Harold R. Carpenter breaches the noncompetition covenant in the Restrictive Covenant Agreement.
What kind of assistance must Harold R. Carpenter provide PNFP under this agreement?
Harold R. Carpenter agreed to cooperate and assist PNFP through March 31, 2027, including certain as-needed conversion-related duties and support as determined and directed by Robert A. McCabe.
AI-generated analysis. How Rhea-AI works. Not financial advice.
