Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On July 29, 2026, Pinnacle Financial Partners, Inc. (formerly Steel Newco Inc.), a Georgia corporation (the “Company”), Pinnacle Bank and Robert A. McCabe, Jr.…
Pinnacle Financial Partners, Inc. (“Pinnacle”) is a $117.2 billion asset regional bank which provides a full range of banking, investment, trust, mortgage and insurance products and services for commercial and consumer clients who want a comprehensive relationship with their financial institution. The firm joined forces with Synovus Financial Corp. in 2026, bringing together more than 160 years of combined banking service. Pinnacle is the largest bank headquartered in Tennessee and the largest bank holding company headquartered in Georgia. The firm is No. 1 in deposit market share* in the Nashville MSA and No. 4 in the Atlanta MSA with offices in Tennessee, Georgia, Florida, North Carolina, South Carolina, Alabama, Kentucky, Virginia and Maryland.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 29, 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 “Second 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, as amended on January 14, 2026. The Second Amendment provides for the extension of the term of Mr. McCabe’s service as Chief Banking Officer and Vice Chair of the Board from December 31, 2026 to December 31, 2027. The Second Amendment also provides that, during the two-year period in which Mr. McCabe serves as consultant to the Company following his service as Chief Banking Officer and Vice Chair of the Board, Mr. McCabe will receive an annual fee of $1,150,000.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 29, 2026, the board of directors of the Company approved an amendment to the Company’s bylaws effective July 29, 2026 (the “Bylaw Amendment”). The Bylaw Amendment amends certain governance provisions to provide for the extension of Mr. McCabe’s term as Chief Banking Officer and Vice Chair of the Board, as more fully described above.
The foregoing description of the Bylaw Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.