Every 8-K that Pinnacle Financial Partners, Inc. (PNFP) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PNFP and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PNFP filings page.
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.
Pinnacle Financial Partners reported strong results for the quarter ended June 30, 2026, its second quarter after closing the merger with Synovus on January 1, 2026. Net income available to common shareholders was $313 million, or $2.07 per diluted share, up sharply from $135 million and $0.89 in the prior quarter. Adjusted net income available to common shareholders was $379 million, or $2.50 per diluted share, compared with $363 million and $2.39 in first quarter 2026.
Total revenue was $1.20 billion, with net interest income of $956 million and non-interest revenue of $247 million; on an adjusted taxable-equivalent basis, revenue was $1.24 billion. Period-end loans reached $88.1 billion, up 3% from the prior quarter, and deposits were $100.9 billion, up 1%. The net interest margin was 3.44%, down from 3.53% in first quarter 2026. Credit metrics remained solid, with a quarterly net charge-off ratio of 0.22%, a non-performing asset ratio of 0.50%, and an allowance for credit losses equal to 1.17% of loans. The preliminary Common Equity Tier 1 capital ratio improved to 9.93% from 9.81%.
Pinnacle Financial Partners filed an 8-K noting it will join a fireside chat at the Morgan Stanley US Financials Conference, with its investor presentation furnished as Exhibit 99.1 and posted on its website. The slides outline post-merger expectations following the combination of Synovus and Legacy Pinnacle, including loan, deposit, revenue and expense outlooks for 2Q26 and full-year 2026, along with use of non-GAAP measures and standard forward-looking statement and risk disclosures.
Pinnacle Financial Partners, Inc. reported results of its 2026 Annual Meeting of Shareholders held on May 21, 2026. Shareholders elected 15 director nominees by majority vote and recorded 17,015,646 broker non-votes for each director.
Investors approved the 2026 Omnibus Plan with 114,920,161 votes for, 2,070,438 against, and 1,316,624 abstentions. They also approved the advisory say-on-pay resolution with 113,808,058 votes for, 3,438,487 against, and 1,060,678 abstentions.
On say-on-pay frequency, shareholders most strongly supported an annual vote, with 111,729,694 votes for one year. They ratified KPMG LLP as independent auditor for the year ended December 31, 2026, with 134,009,570 votes for, 383,499 against, and 929,800 abstentions.
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%.
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.
Pinnacle Financial Partners, Inc. is providing updated unaudited pro forma condensed combined financial information reflecting its merger with Synovus Financial Corp. as if completed at the start of 2025. The pro forma balance sheet shows total assets of $120,326,738k and total deposits of $98,712,114k.
The preliminary purchase price for Synovus is $7,575,978k, generating estimated goodwill of $1,629,339k based on Synovus net assets at fair value of $5,946,639k. Pro forma 2025 net income attributable to shareholders is $1,077,303k, with basic net income per common share of $6.80 on 149,602k weighted average shares. The company emphasizes these figures are illustrative, rely on preliminary fair value estimates and accounting assumptions, and may change materially as valuation and policy-conformance work is finalized.
Pinnacle Financial Partners, Inc. reported first quarter 2026 results that reflect its January 1 merger with Synovus. Net income available to common shareholders was $135 million, or $0.89 diluted EPS, versus $1.77 a year earlier. Excluding merger-related items and securities impacts, adjusted net income available to common shareholders was $363 million, or $2.39 diluted EPS, up from $1.90 in first quarter 2025.
Loans reached $85.2 billion and deposits $100.1 billion at March 31, 2026, with management highlighting strong organic loan and core deposit growth on a combined basis. Net interest income was $933 million and the net interest margin expanded to 3.53%, helped by purchase accounting accretion and fixed-rate asset repricing.
Non-interest revenue totaled $284 million, with adjusted non-interest revenue of $282 million driven by core banking, wealth management and capital markets fees plus income from the BHG equity investment. Credit quality remained solid, with a net charge-off ratio of 0.23%, a non-performing asset ratio of 0.58%, and an allowance for credit losses equal to 1.19% of loans. The preliminary Common Equity Tier 1 capital ratio was 9.83% at quarter-end.
Pinnacle Financial Partners, Inc. completed its previously announced merger on January 1, 2026, combining Synovus Financial Corp. and Legacy Pinnacle into a new Georgia corporation now named Pinnacle Financial Partners, Inc. New Pinnacle is the surviving parent of the combined organization.
The company reports that Synovus Bank was merged into Pinnacle Bank on January 2, 2026, after Pinnacle Bank became a member of the Federal Reserve System. Synovus shareholders received 0.5237 New Pinnacle common shares per Synovus share, while Legacy Pinnacle shareholders received one New Pinnacle share per Legacy Pinnacle share.
The filing also notes that New Pinnacle’s common and preferred stock now trade on the NYSE under the PNFP family of symbols, and that Synovus securities have been delisted and deregistered. As an exhibit, the company includes the 2025 Form 10‑K of Legacy Synovus, which details Synovus’ pre‑merger operations, financial condition, and regulatory capital ratios, including total assets of $61.36 billion and deposits of $51.32 billion as of December 31, 2025.
Pinnacle Financial Partners, Inc. furnished updated financial communications related to its recent mergers with Synovus Financial Corp. and Legacy Pinnacle. The company attached press releases with financial results for the three- and twelve-month periods ended December 31, 2025 for both Synovus and Legacy Pinnacle, which each merged into Pinnacle effective January 1, 2026 under a merger agreement dated July 24, 2025.
The company also provided supplemental information and an investor slide presentation prepared for use with these press releases and scheduled an investor call and webcast for 8:30 a.m. ET on January 22, 2026. The results releases and presentation are being furnished, not filed, which limits how they are incorporated into other securities law filings.
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.