8-K - PNFP - Equibles

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

exhibit101mccabe-revised

Exhibit 10.1 FIRST AMENDMENT TO LETTER AGREEMENT This First Amendment (this “Amendment”) to the Letter Agreement dated July 24, 2025 by and among Robert A. McCabe, Jr. (the “Executive”), Pinnacle Financial Partners, Inc., a Tennessee corporation (“Pinnacle”) and Pinnacle Bank, is entered into as of January 14, 2026. WHEREAS, effective as of January 1, 2026, Pinnacle merged with and into Pinnacle Financial Partners, Inc. (formerly Steel Newco Inc.), a Georgia corporation (the “Company”), and the Company thereby succeeded to Pinnacle’s obligations under the Letter Agreement by operation of law; and WHEREAS, the Company, Pinnacle Bank and the Executive desire to enter into this Amendment to effect certain changes to the Letter Agreement as set forth herein; NOW, THEREFORE, it is hereby mutually agreed that the second and third sentences of the first paragraph of Section 2(B) of the Letter Agreement are hereby deleted and replaced in their entirety with the following: Your Annual Opportunity will be comprised of (i) a base salary equal to $3,465,000 (the “Annual Salary”), which will be payable to you in accordance with the Company’s payroll practices for executive officers as in effect from time to time, subject to applicable tax withholding, and (ii) a target annual bonus opportunity in an amount equal to $2,426,000, which will be payable to you within 30 days after the end of the Initial Term, subject to applicable tax withholding, with the amount of the bonus actually paid to you determined in the discretion of the compensation committee of the Board based on such factors as it deems appropriate (the “Annual Bonus”). Except as expressly amended by this Amendment, the Letter Agreement shall remain in full force and effect in accordance with its terms. [Signature page follows]

[Signature Page to First Amendment to Letter Agreement] IN WITNESS WHEREOF, the Executive, the Company and Pinnacle Bank have executed this Amendment as of the date first above written. PINNACLE FINANCIAL PARTNERS, INC. By: /s/ Mary Maurice Young Name: Mary Maurice Young Title: Deputy General Counsel and Corporate Secretary PINNACLE BANK By: /s/ Mary Maurice Young Name: Mary Maurice Young Title: Deputy General Counsel and Corporate Secretary THE EXECUTIVE /s/ Robert A. McCabe, Jr. Robert A. McCabe, Jr.

exhibit102haroldcarpente

Exhibit 10.2 PINNACLE FINANCIAL PARTNERS, INC. January 14, 2026 Harold R. Carpenter (at the address on file with the Company) Dear Harold: This letter agreement (this “Letter Agreement”) memorializes our recent discussions concerning your agreement not to compete with Pinnacle Financial Partners, Inc., a Georgia corporation (the “Company”). 1. Restrictive Covenants A. Noncompetition During the Restricted Period, you will not, without the prior written consent of the Company, in the Restricted Territory, on your own behalf, or on behalf of any other person: (i) assist or have an interest in (whether or not such interest is active), whether as partner, investor, advisor, stockholder, officer, director or as any type of principal whatsoever, any person, firm, partnership, association, corporation or business organization, entity or enterprise that is or is about to become directly or indirectly engaged in any business or activity (whether such enterprise is in operation or in the planning or development stage) that competes in any manner with the Business; provided, that you will be permitted to make passive investments in the stock of any mutual company or publicly traded business (including a competitive business), as long as the stock investment in any competitive business does not rise above 3% of the outstanding shares of such business; or (ii) enter into the employment of or act as an independent contractor, director or agent for or advisor or consultant to, any person, firm, partnership, association, corporation, business organization, entity or enterprise that is or is about to become directly or indirectly engaged in any business or activity (whether such enterprise is in operation or in the planning or development stage) that competes in any manner with the Business, or is a governmental regulator agency of the Business. B. Nonsolicitation During the Restricted Period, you will not, directly or indirectly, on your own behalf or on behalf of any other party: (i) induce, encourage, or attempt to induce or encourage any Customer to purchase or accept products or services that are similar to or competitive with those offered by the Company or its affiliates from any person or entity (other than the Company or its affiliates) engaging in the Business; (ii) induce, encourage, or attempt to induce or encourage any Customer to reduce, limit, or cancel its business with the Company or its affiliates; or

2 (iii) solicit, induce, or attempt to solicit or induce any Company Employee to terminate employment with the Company or its affiliates. C. Cooperation During the Restricted Period, you agree to thoroughly and dutifully cooperate with, and provide assistance to, the Company and its affiliates, as reasonably requested by the Company, which cooperation and assistance will include but is not limited to providing advice as reasonably requested by the Company and facilitating an orderly transition of your duties and responsibilities to such other persons as the Company will designate. You acknowledge and agree that you will receive no additional compensation for the time spent assisting the Company pursuant to this Section 1(B) other than the compensation and benefits provided for in this Letter Agreement. D. Definitions As used in this Section 1, the following terms have the meanings given to such terms below. “Business” means the business(es) in which the Company (including its predecessors Synovus Financial Corp., a Georgia corporation, and Pinnacle Financial Partners, Inc., a Tennessee corporation (the “Predecessors”)) and its affiliates (including affiliates of the Predecessors) were engaged as of the January 1, 2026. “Company Employee” means any person who is or was an employee of the Company (including the Predecessors) and its affiliates (including affiliates of the Predecessors) during the course of your provision of services to the Company (including the Predecessors) and its affiliates (including affiliates of the Predecessors). “Customer” means any person or entity who is or was a customer, supplier or client of the Company (including the Predecessors) or its affiliates (including affiliates of the Predecessors) with whom you had any contact or association for any reason and with whom you had dealings on behalf of the Company (including the Predecessors) or its affiliates (including affiliates of the Predecessors) in the course of your provision of services to the Company (including the Predecessors) and its affiliates (including affiliates of the Predecessors). “Restricted Period” means the period commencing on January 1, 2026 and ending on January 1, 2027; provided, however, that this period will be tolled and will not run during any time you are in violation of Sections 1(A) or 1(B), it being the intent of the parties that the Restricted Period will be extended for any period of time in which you are in violation of Sections 1(A) or 1(B). “Restricted Territory” means any state, county, city or any other geographic region in which the Business operates during the Restricted Period. 2. Restrictive Covenant Payment You will be entitled to receive a cash payment in the aggregate amount of $2,000,000 in consideration of your continued compliance with the restrictive covenants set forth in Section 1(A) and 1(B) above (the “Restrictive Covenant Payment”). The Restrictive Covenant Payment will be paid to you in two (2) equal installments, less applicable tax

3 withholding, with the first installment to be paid on or soon as soon as reasonably practicable following the date of this Letter Agreement, and the second installment to be paid on or immediately after January 1, 2027. It is the intent of the parties that the Restrictive Covenant Payment will be exempt from or otherwise comply with the provisions of Section 409A, and each payment under this Letter Agreement will be treated as a separate payment for purposes of Section 409A. In no event may you, directly or indirectly, designate the calendar year of payment. The parties intend that the terms and provisions of this Letter Agreement will be interpreted and applied in a manner that satisfies the requirements and exemptions of Section 409A. 3. Remedies and Enforcement You acknowledge and agree that the Company will suffer irreparable harm in the event that you materially breach any of your obligations under Sections 1(A) or 1(B) of this Letter Agreement and that monetary damages would be inadequate to compensate the Company for such breach. The parties acknowledge that the potential restrictions on your future employment or services imposed by Sections 1(A) and 1(B) are reasonable in both duration and geographic scope and in all other respects. Accordingly, you agree that, in the event of a breach by you of any of your obligations under Sections 1(A) or 1(B) of this Letter Agreement, the Company will be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief, and expedited discovery for the purpose of seeking relief, in order to prevent or to restrain any such breach. The Company will be entitled to recover its costs incurred in connection with any action to enforce Sections 1(A) or 1(B) of this Letter Agreement, including reasonable attorneys’ fees and expenses. In addition to the foregoing remedies, you acknowledge and agree that, if the Company makes a good-faith determination that you have materially breached the non- competition covenant set forth in Section 1(A), then you will forfeit your right to receive any unpaid portion of the Restrictive Covenant Payment, and you will repay any portion of the Restrictive Covenant Payment paid to you in full and promptly (and no later than ten days) following receipt of written notice from the Company of its determination. Should any part or provision of this Letter Agreement be held invalid, void, or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability will not render invalid, void, or unenforceable any other part or provision of this Letter Agreement. The parties further agree that if any portion of this Letter Agreement is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, territory, or other restrictions are deemed to be invalid or unreasonable in scope, the invalid or unreasonable terms will be replaced by terms that such court deems valid and enforceable and that come closest to expressing the intention of such invalid or unenforceable terms. In view of your importance to the Company, if you compete with the Company for some time after your employment, the Company will likely suffer significant harm. This Letter Agreement provides you with substantial additional benefits over your prior arrangements with the Company, including the substantial additional compensation referred to in Section 2. In return for the benefits you will receive from the Company, and in light of the potential harm you could cause the Company, you agree to the provisions of Section 1 and of this Section 3. 4. Miscellaneous This Letter Agreement will be governed and construed in accordance with the laws of the State of Georgia, without regard to conflict of laws principles thereof. This Letter

4 Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. This Letter Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, term sheets, promises, covenants, arrangements, communications, representations, or warranties, whether oral or written, by any officer, employee, or representative of any party hereto in respect of such subject matter. Upon the expiration or other termination of this Letter Agreement, the respective rights and obligations of the parties hereto will survive such expiration or other termination to the extent necessary to carry out the intentions of the parties hereunder. Any notices given under this Letter Agreement (i) by the Company to you will be in writing and will be given by hand delivery or by registered or certified mail, return receipt requested, postage prepaid, addressed to you at the address most recently on file with the Company as of the date of such notice or (ii) by you to the Company will be in writing and will be given by hand delivery or by registered or certified mail, return receipt requested, postage prepaid, addressed to the General Counsel of the Company at the Company’s corporate headquarters. The headings of this Letter Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Letter Agreement. This Letter Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Agreement by electronic transmission, including in portable document format (.pdf), shall be deemed as effective as delivery of an original executed counterpart of this Letter Agreement. [Signature Pages Follow]

[Signature Page to Letter Agreement] If this Letter Agreement correctly describes our understanding, please execute and deliver a counterpart of this signature page, which will become a binding agreement on our receipt. Sincerely, PINNACLE FINANCIAL PARTNERS, INC. By: /s/ Mary Maurice Young Name: Mary Maurice Young Title: Deputy General Counsel and Corporate Secretary

[Signature Page to Letter Agreement] Accepted and Agreed I hereby agree with and accept the terms and conditions of this Letter Agreement: /s/ Harold R. Carpenter Name: Harold R. Carpenter