Pinnacle Financial Partners, Inc. 8-K

What Happened Pinnacle Financial Partners, Inc. (filed Jan 15, 2026) announced two personnel-related agreements dated January 14, 2026. The company amended the July 24, 2025 letter agreement with Robert A. McCabe Jr. to change the form (but not the aggregate amount) of his compensation in connection with his continued role as Chief Banking Officer following Legacy Pinnacle’s merger into the company. Separately, Pinnacle entered a restrictive covenant (non‑compete) agreement with Harold R. Carpenter covering January 1, 2026 through January 1, 2027, under which Carpenter will receive a cash payment in exchange for non‑competition and cooperation.

Key Details

• McCabe amendment: total target compensation remains $5,890,000; new split is base salary $3,465,000 and target annual bonus $2,426,000.
• Restrictive covenant (Carpenter): $2,000,000 cash payment (less tax withholdings), payable in two equal installments (first soon after agreement date, second on or after Jan 1, 2027).
• Carpenter covenants run from Jan 1, 2026 to Jan 1, 2027 and include non‑competition and non‑solicitation of the company’s customers and employees, plus an obligation to cooperate as needed.
• The $2.0M payment is subject to repayment (if paid) or forfeiture (if unpaid) if Carpenter breaches the non‑compete.

Why It Matters These filings show Pinnacle is actively managing executive compensation and transition arrangements after the merger with Legacy Pinnacle. For investors, the McCabe amendment preserves the company’s total committed compensation for a senior banker while shifting the pay mix (more defined base salary vs. bonus), which could affect near‑term cash vs. incentive payouts. The $2.0M non‑compete with Carpenter is a one‑time cash expense aimed at protecting client and employee relationships during a one‑year transition; repayment/forfeiture terms reduce some breach risk.