0001115055FALSE--12-3100011150552025-04-072025-04-070001115055us-gaap:CommonClassAMember2025-04-072025-04-070001115055us-gaap:NoncumulativePreferredStockMember2025-04-072025-04-07
UNITED STATES
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
Date of Report (Date of earliest event reported): April 7, 2025
| | | | | | | | | | | |
| PINNACLE FINANCIAL PARTNERS, INC. |
| (Exact name of registrant as specified in charter) |
| | |
| Tennessee | 000-31225 | 62-1812853 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | |
21 Platform Way South, Suite 2300, Nashville, Tennessee 37203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 744-3700 | | |
| 150 Third Avenue South, Suite 900, Nashville, TN 37201 |
(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 (see General Instruction A.2. below):
☐ 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 Exchange Act:
| | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbol | | Name of Exchange on which Registered |
| Common Stock par value $1.00 | | PNFP | | The Nasdaq Stock Market LLC |
| Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B) | | PNFPP | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.03 Amendments to Articles of Incorporation or Bylaws.
Pinnacle Financial Partners, Inc. (the “Company”) filed Articles of Amendment to the Amended and Restated Charter of the Company, as amended (the “Articles of Amendment”), with the Secretary of State of the State of Tennessee effective April 7, 2025. The Articles of Amendment changed (i) the Company’s mailing address to “21 Platform Way South, Suite 2300, Nashville, Tennessee 37203” and (ii) the name and office of the Company’s registered agent to “Robert A. McCabe, Jr., 21 Platform Way South, Suite 2300, Nashville, Tennessee 37203”.
The foregoing summary of the changes implemented by the adoption of the Articles of Amendment is qualified in its entirety by reference to the full text of the Articles of Amendment, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PINNACLE FINANCIAL PARTNERS, INC.
| | | | | | | | |
| | By: | /s/Harold R. Carpenter |
| | Name: | Harold R. Carpenter |
| | Title: | Executive Vice President and |
| | | Chief Financial Officer |
Date: April 11, 2025