[8-K] PINNACLE FINANCIAL PARTNERS INC Reports Material Event

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. (PNFP) filed an 8-K to furnish its press release announcing results of operations for the three and nine months ended September 30, 2025. The press release was issued on October 15, 2025 and is attached as Exhibit 99.1.

The filing is made under Item 2.02 (Results of Operations and Financial Condition). PNFP’s common stock trades on Nasdaq under PNFP, and its depositary shares representing a 1/40th interest in Series B preferred trade under PNFPP.

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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): October 15, 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

N/A

(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 a 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 2.02. Results of Operations and Financial Condition.

      This Current Report on Form 8-K is being furnished to disclose the press release issued by Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company"), on October 15, 2025. The press release, which is furnished as Exhibit 99.1 hereto pursuant to Item 2.02 of Form 8-K, announced the Company's results of operations for the three and nine months ended September 30, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			Press release issued by Pinnacle Financial Partners, Inc. dated October 15, 2025.
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: October 16, 2025

FAQ

What did PNFP disclose in its 8-K?

PNFP furnished a press release announcing results for the three and nine months ended September 30, 2025, attached as Exhibit 99.1.

Under which item was the PNFP 8-K filed?

The report was filed under Item 2.02 (Results of Operations and Financial Condition).

When was the PNFP press release issued?

The press release was issued on October 15, 2025.

Which periods does the press release cover?

It covers the three and nine months ended September 30, 2025.

What exhibits are included with the PNFP 8-K?

The filing includes Exhibit 99.1 (press release) and Exhibit 104 (Cover Page Interactive Data File).

What are PNFP’s Nasdaq trading symbols?

Common stock trades as PNFP; depositary shares for Series B preferred trade as PNFPP.