Pinnacle Financial Partners Inc.
05/19/2026 | Press release | Distributed by Public on 05/19/2026 14:38
Financial Obligation (Form 8-K)
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On May 19, 2026, Pinnacle Financial Partners, Inc. (the "Company") completed its previously-announced public offering of $750 million aggregate principal amount of its 5.596% Fixed Rate / Floating Rate Senior Notes due 2032 (the "Notes"). The Notes were registered pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-292560).
The Notes were issued under the Senior Indenture, dated February 13, 2012 (the "Base Indenture"), between the Company as successor to Synovus Financial Corp. ("Synovus") and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), as supplemented by the Supplemental Indenture, dated January 1, 2026, among the Company, Synovus and the Trustee (together with the Base Indenture, the "Indenture"). The Notes will bear interest (i) from and including May 19, 2026 to but excluding May 19, 2031 at a fixed rate of 5.596% per annum, payable semi-annually; and (ii) from and including May 19, 2031 to but excluding May 19, 2032 in accordance with the formula for Secured Overnight Financing Rate described in the prospectus supplement dated May 12, 2026, plus 1.70%, payable quarterly.
The foregoing descriptions of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the documents, which are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.
A copy of the opinions of Wachtell, Lipton, Rosen & Katz and Allan E. Kamensky, Executive Vice President and Chief Legal Officer of the Company, relating to the validity of the Notes, are filed as Exhibits 5.1 and 5.2, respectively, hereto.
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