Pinnacle Financial Partners, Inc.

8-K · pnfp-20260608.htm iXBRL

0002082866 2026-06-08 2026-06-08 0002082866 us-gaap:CommonStockMember 2026-06-08 2026-06-08 0002082866 us-gaap:SeriesAPreferredStockMember 2026-06-08 2026-06-08 0002082866 us-gaap:SeriesEPreferredStockMember 2026-06-08 2026-06-08 0002082866 us-gaap:SeriesCPreferredStockMember 2026-06-08 2026-06-08

 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

 June 8, 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 7.01 Regulation FD Disclosure.

 Pinnacle Financial Partners, Inc. (“Pinnacle”) will participate in a fireside chat at the Morgan Stanley US Financials Conference on June 9, 2026 at 2:30 p.m. ET. A copy of the presentation materials to be referenced by Pinnacle during its discussion is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in Item 7.01 of this Current Report by this reference. The presentation materials will also be available on Pinnacle’s website at investors.pnfp.com .

 The information contained in this Item 7.01, including the information set forth in the presentation materials furnished as Exhibit 99.1 to, and incorporated in, this Current Report, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section. The information in Exhibit 99.1 furnished pursuant to this Item 7.01 shall not be incorporated by reference into any registration statement or other documents pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.

 Item 9.01 Financial Statements and Exhibits

 (d) Exhibits

 Exhibit No. Description

 99.1 Presentation materials to be referenced June 9, 2026.

 104 Cover Page Interactive Data File (formatted as Inline XBRL)

 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: June 8, 2026 By: /s/ Allan E. Kamensky

 Name: Allan E. Kamensky
 Title: Executive Vice President and Chief Legal Officer