Pinnacle Financial to issue $750M 2032 notes

Pinnacle Financial Partners, Inc. agreed to sell $750 million aggregate principal amount of its 5.596% Fixed Rate / Floating Rate Senior Notes due 2032 to a syndicate of underwriters led by Morgan Stanley, RBC Capital Markets and Goldman Sachs.

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. agreed to sell $750 million aggregate principal amount of its 5.596% Fixed Rate / Floating Rate Senior Notes due 2032 to a syndicate of underwriters led by Morgan Stanley, RBC Capital Markets and Goldman Sachs.

The notes are being offered under the company’s existing shelf registration statement on Form S-3. The transaction is documented in an Underwriting Agreement containing customary representations, covenants, indemnities and closing conditions. The company expects the senior notes offering to close on May 19, 2026, subject to customary closing conditions.

Insights

Bank capital structure analyst

Pinnacle adds $750M of term senior debt at 5.596% due 2032.

Pinnacle Financial Partners is issuing $750 million of 5.596% Fixed Rate / Floating Rate Senior Notes due 2032 via an underwritten offering. The deal uses the existing Form S-3 shelf, a common tool for repeat issuers to access capital markets efficiently.

The Underwriting Agreement with Morgan Stanley, RBC Capital Markets and Goldman Sachs includes customary covenants, indemnities and conditions, which helps define rights and obligations for both the issuer and underwriters. Cash-flow treatment and capital use are not detailed in the excerpt.

The expected closing on May 19, 2026, subject to customary conditions, means execution still depends on standard market and legal steps. Subsequent company filings may provide more detail on how this senior debt fits into overall funding and maturity profiles.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Senior notes size: $750 million aggregate principal amount Coupon rate: 5.596% Maturity year: 2032 +2 more

5 metrics

Senior notes size $750 million aggregate principal amount 5.596% Fixed Rate / Floating Rate Senior Notes due 2032

Coupon rate 5.596% Fixed Rate / Floating Rate Senior Notes due 2032

Maturity year 2032 Senior Notes due 2032

Shelf registration file number File No. 333-292650 Form S-3 shelf registration statement

Expected closing date May 19, 2026 Expected closing of the notes offering

Key Terms

Underwriting Agreement, shelf registration statement, Form S-3, Senior Notes, +1 more

5 terms

Underwriting Agreement financial

"entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Company and Morgan Stanley & Co. LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

shelf registration statement regulatory

"The offering of the Notes was made 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.

Form S-3 regulatory

"shelf registration statement on Form S-3 (File No. 333-292650)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

Senior Notes financial

"its 5.596% Fixed Rate / Floating Rate Senior Notes due 2032 (the “Notes”)"

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.

aggregate principal amount financial

"the Company agreed to sell to the Underwriters $750 million aggregate principal amount of its 5.596% Fixed Rate / Floating Rate Senior Notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

Offering Details

shelf · $750 million aggregate principal amount

Offering

Offering Type shelf

Securities Offered 5.596% Fixed Rate / Floating Rate Senior Notes due 2032

Offering Amount $750 million aggregate principal amount

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt securities is Pinnacle Financial Partners (PNFP) issuing in this 8-K?

Pinnacle Financial Partners is issuing $750 million aggregate principal amount of 5.596% Fixed Rate / Floating Rate Senior Notes due 2032. These senior notes are being sold to a syndicate of underwriters under the company’s existing Form S-3 shelf registration statement.

Who are the underwriters for Pinnacle Financial Partners’ $750 million senior notes?

The senior notes are underwritten by Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Goldman Sachs & Co. LLC as representatives of the several underwriters. Their Underwriting Agreement includes customary representations, covenants, indemnification and termination provisions.

What is the interest structure and maturity of PNFP’s new senior notes?

The company’s new senior securities are 5.596% Fixed Rate / Floating Rate Senior Notes due 2032. They carry a fixed/floating interest structure and a stated maturity in 2032, providing term funding over several years for Pinnacle Financial Partners.

When is the Pinnacle Financial Partners senior notes offering expected to close?

Pinnacle Financial Partners expects the senior notes offering to close on May 19, 2026, subject to customary closing conditions. These conditions typically cover legal opinions, officer certificates and the absence of material adverse market or company developments.

Under which registration statement is PNFP offering the 2032 senior notes?

The $750 million 5.596% Senior Notes due 2032 are being offered under Pinnacle Financial Partners’ shelf registration statement on Form S-3, identified as File No. 333-292650. Shelf registration allows the company to access capital markets efficiently when needed.

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

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Accepted by SEC EDGAR 05/14/2026 - 04:40 PM EDT Learn about SEC filing dates

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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 12, 2026

Date of Report

(Date of Earliest Event Reported)

Pinnacle Financial Partners, Inc.

(Exact Name of Registrant as Specified in its Charter)

Georgia			001-43038			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)

__________________________

(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 1.01 Entry into a Material Definitive Agreement

On May 12, 2026, Pinnacle Financial Partners, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Company and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters $750 million aggregate principal amount of its 5.596% Fixed Rate / Floating Rate Senior Notes due 2032 (the “Notes”). The offering of the Notes was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-292650).

The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, and termination and other customary provisions.

The Company expects the offering of the Notes to close on May 19, 2026, subject to customary closing conditions.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 9.01			Financial Statements and Exhibits
(d)			Exhibits
Exhibit No.			Description
1.1			Underwriting Agreement, dated May 12, 2026, among the Company and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, pertaining to the offer and sale of the Notes.

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 12, 2026			By: /s/ Allan E. Kamensky
			Name: Allan E. Kamensky
			Title: Executive Vice President Chief Legal Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 251.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 29.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.4 KB