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$750M Pinnacle Financial (PNFP) fixed-to-floating senior notes completed

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

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. completed a public offering of $750 million aggregate principal amount of 5.596% Fixed Rate / Floating Rate Senior Notes due 2032. The notes were issued under the company’s existing senior indenture and registered on a shelf registration statement on Form S-3.

The notes pay a fixed interest rate of 5.596% per year from May 19, 2026 to May 19, 2031, with interest paid semi-annually. From May 19, 2031 to May 19, 2032, interest will reset quarterly based on the Secured Overnight Financing Rate formula described in a May 12, 2026 prospectus supplement, plus 1.70%.

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Insights

Pinnacle adds $750M of term senior debt with fixed-to-floating interest.

Pinnacle Financial Partners completed a $750 million senior notes offering maturing in 2032. The notes carry a fixed 5.596% coupon for five years, then switch to a floating rate tied to Secured Overnight Financing Rate plus 1.70%. This extends term funding at a defined cost profile.

The financing is issued under an existing senior indenture and uses the company’s Form S-3 shelf registration, indicating standardized legal and documentation terms. Actual balance sheet impact will depend on how the proceeds are deployed relative to current funding and lending activities.

Future periodic reports for periods after May 19, 2026 should show these notes within total debt, interest expense, and maturity schedules, helping investors gauge funding mix and sensitivity to interest-rate changes once the floating-rate period begins in 2031.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes principal $750 million Aggregate principal amount of notes issued
Fixed interest rate 5.596% per annum From May 19, 2026 to May 19, 2031
Floating spread SOFR formula + 1.70% From May 19, 2031 to May 19, 2032
Maturity year 2032 Final maturity of senior notes
Fixed-rate period May 19, 2026–May 19, 2031 Semi-annual interest payments
Floating-rate period May 19, 2031–May 19, 2032 Quarterly interest payments
Senior Notes financial
"public offering of $750 million aggregate principal amount of its 5.596% Fixed Rate / Floating Rate Senior Notes due 2032"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
shelf registration statement regulatory
"The Notes were registered pursuant to the Company’s shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Senior Indenture financial
"The Notes were issued under the Senior Indenture, dated February 13, 2012"
Supplemental Indenture financial
"as supplemented by the Supplemental Indenture, dated January 1, 2026"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
Secured Overnight Financing Rate financial
"in accordance with the formula for Secured Overnight Financing Rate described in the prospectus supplement"
A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.
Emerging growth company regulatory
"Emerging growth company Item 2.03Creation of a Direct Financial Obligation"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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FAQ

What type of securities did Pinnacle Financial Partners (PNFP) issue in this 8-K?
Pinnacle Financial Partners issued 5.596% Fixed Rate / Floating Rate Senior Notes due 2032 with an aggregate principal amount of $750 million. These senior notes are unsecured debt obligations issued under the company’s existing senior indenture and registered on its Form S-3 shelf.

What is the interest rate structure of Pinnacle Financial (PNFP) $750 million senior notes?
The notes pay a fixed 5.596% annual interest rate from May 19, 2026 to May 19, 2031, with interest paid semi-annually. From May 19, 2031 to May 19, 2032, the rate becomes floating, based on a Secured Overnight Financing Rate formula plus 1.70%, paid quarterly.

When do Pinnacle Financial Partners (PNFP) new senior notes mature?
The newly issued senior notes by Pinnacle Financial Partners mature in 2032. They pay a fixed 5.596% coupon until May 19, 2031, then convert to a floating rate tied to Secured Overnight Financing Rate plus 1.70% for the final year until maturity.

Under what registration statement were the Pinnacle Financial (PNFP) notes issued?
The $750 million senior notes were issued under Pinnacle Financial Partners’ shelf registration statement on Form S-3, file number 333-292560. Using a shelf registration allows the company to offer securities more efficiently without preparing a separate registration each time.

Which indenture governs the new Pinnacle Financial (PNFP) senior notes?
The notes are governed by a Senior Indenture dated February 13, 2012, as supplemented by a Supplemental Indenture dated January 1, 2026. The Bank of New York Mellon Trust Company, N.A. acts as trustee under these combined indenture documents.

How often will Pinnacle Financial (PNFP) pay interest on the new notes?
Pinnacle will pay interest on the notes semi-annually during the fixed-rate period from May 19, 2026 to May 19, 2031. During the floating-rate period from May 19, 2031 to May 19, 2032, interest payments switch to a quarterly schedule based on the SOFR formula plus 1.70%.
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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
May 19, 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 ValuePNFPNew York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series APNFP - PrANew York Stock Exchange
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series BPNFP - PrBNew York Stock Exchange
Depositary Shares, each representing 1/40 interest in a Share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock Series CPNFP - PrCNew 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 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On May 19, 2026, Pinnacle Financial Partners, Inc. (the “Company”) completed its previously-announced public offering of $750 million aggregate principal amount of its 5.596% Fixed Rate / Floating Rate Senior Notes due 2032 (the “Notes”). The Notes were registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-292560).
The Notes were issued under the Senior Indenture, dated February 13, 2012 (the “Base Indenture”), between the Company as successor to Synovus Financial Corp. (“Synovus”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Supplemental Indenture, dated January 1, 2026, among the Company, Synovus and the Trustee (together with the Base Indenture, the “Indenture”). The Notes will bear interest (i) from and including May 19, 2026 to but excluding May 19, 2031 at a fixed rate of 5.596% per annum, payable semi-annually; and (ii) from and including May 19, 2031 to but excluding May 19, 2032 in accordance with the formula for Secured Overnight Financing Rate described in the prospectus supplement dated May 12, 2026, plus 1.70%, payable quarterly.
The foregoing descriptions of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the documents, which are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.
A copy of the opinions of Wachtell, Lipton, Rosen & Katz and Allan E. Kamensky, Executive Vice President and Chief Legal Officer of the Company, relating to the validity of the Notes, are filed as Exhibits 5.1 and 5.2, respectively, hereto.


Item 9.01Financial Statements and Exhibits
(d)Exhibits
Exhibit No.Description
4.1
Senior Indenture, dated February 13, 2012, between the Company, as successor to Synovus, and the Trustee, incorporated by reference to Exhibit 4.1 of Synovus’ Current Report on Form 8-K dated February 8, 2012, as filed with the SEC on February 13, 2012.
4.2
Supplemental Indenture, dated as of January 1, 2026, to the Senior Indenture, among the Company, Synovus and the Trustee, incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K12B dated January 2, 2026, as filed with the SEC on January 2, 2026.
4.3
Form of Note.
5.1
Opinion of Wachtell, Lipton, Rosen & Katz, counsel to the Company, as to the validity of the Notes.
5.2
Opinion of Allan E. Kamensky, Executive Vice President and Chief Legal Officer of the Company, as to the validity of the Notes.
23.1
Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1 hereof).
23.2
Consent of Allan E. Kamensky (included in Exhibit 5.2 hereof).
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: May 19, 2026By:
/s/ Allan E. Kamensky
Name: Allan E. Kamensky
Title: Executive Vice President Chief Legal Officer

Source: View Original Filing on SEC EDGAR

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