Pinnacle Financial Partners (NYSE: PNFP) updates CBO pay, $2M non-compete

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. reported executive compensation and non‑competition arrangements tied to its recent merger structure. The company amended a prior letter agreement with Chief Banking Officer Robert A. McCabe Jr., keeping his total target compensation opportunity at $5,890,000 but changing its mix. Under the amendment, his base salary is set at $3,465,000 and his target annual bonus opportunity at $2,426,000.

Pinnacle also entered into a one‑year restrictive covenant agreement with Harold R. Carpenter, effective from January 1, 2026 through January 1, 2027. In return for his agreement not to compete with or solicit customers or employees of the company and to cooperate on an as‑needed basis, he will receive a cash payment of $2,000,000, paid in two equal installments. These payments are subject to repayment or forfeiture if he breaches the non‑competition covenant.

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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

January 14, 2026

Date of Report

(Date of Earliest Event Reported)

Pinnacle Financial Partners, Inc.

(Exact Name of Registrant as Specified in its Charter)

Georgia			333-289866			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)

Steel Newco, Inc.

(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.

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			First Amendment, dated as of January 14, 2026, to the Letter Agreement by and among Pinnacle Financial Partners, Inc., Pinnacle Bank and Robert A. McCabe, Jr.
			10.2			Restrictive Covenant Agreement, dated as of January 14, 2026, by and between Pinnacle Financial Partners, Inc. and Harold R. Carpenter

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

FAQ

What executive compensation change did Pinnacle Financial Partners (PNFP) disclose?

Pinnacle disclosed a first amendment to a prior letter agreement with Chief Banking Officer Robert A. McCabe Jr.. His total target compensation opportunity remains $5,890,000, but it is now structured as base salary of $3,465,000 and a target annual bonus opportunity of $2,426,000.

Did Pinnacle Financial Partners (PNFP) increase Robert McCabe’s total pay?

No change in total target compensation was reported. The filing states that Mr. McCabe’s total compensation opportunity will remain at $5,890,000, with only the form of that compensation adjusted between base salary and target annual bonus.

What is the term of Harold R. Carpenter’s non-compete with Pinnacle Financial Partners (PNFP)?

Harold R. Carpenter agreed not to compete with or solicit customers or employees of Pinnacle Financial Partners, Inc. or its affiliates for the period from January 1, 2026 through January 1, 2027, and to cooperate with the company on an as‑needed basis during the same period.

How much will Pinnacle Financial Partners (PNFP) pay Harold Carpenter under the restrictive covenant agreement?

The company will pay Mr. Carpenter a total of $2,000,000 in cash, less applicable withholdings, in consideration for his restrictive covenants. This amount will be paid in two equal installments: one following the execution of the agreement and the second on or immediately after January 1, 2027.

Are Harold Carpenter’s non-compete payments subject to clawback by Pinnacle Financial Partners (PNFP)?

Yes. The filing states that the $2,000,000 restrictive covenant payment is subject to repayment to the extent already paid, and forfeiture to the extent unpaid, if Mr. Carpenter breaches the noncompetition covenant in the agreement.

How is Pinnacle Financial Partners (PNFP) related to Legacy Pinnacle in this filing?

The amendment for Robert A. McCabe Jr. follows the merger of Legacy Pinnacle (Pinnacle Financial Partners, Inc., a Tennessee corporation) with and into the current Georgia corporation, also named Pinnacle Financial Partners, Inc., and updates his compensation in respect of his continued employment as Chief Banking Officer.