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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): April 7, 2025
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| PINNACLE FINANCIAL PARTNERS, INC. |
| (Exact name of registrant as specified in charter) |
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| Tennessee |
000-31225 |
62-1812853 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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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
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| 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:
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| Title of Each Class |
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Trading Symbol |
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Name of Exchange on which Registered |
| Common Stock par value $1.00 |
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PNFP |
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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) |
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PNFPP |
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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.
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By: |
/s/Harold R. Carpenter |
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Name: |
Harold R. Carpenter |
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Title: |
Executive Vice President and |
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Chief Financial Officer |
Date: April 11, 2025
EX-3.1
2
exhibit31charteramendment.htm
EX-3.1
Document
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED CHARTER
OF
PINNACLE FINANCIAL PARTNERS, INC.
In accordance with the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment (the "Articles of Amendment") to its Amended and Restated Charter, as previously amended (the "Charter"):
1. The name of the corporation is Pinnacle Financial Partners, Inc. (the “Corporation”).
2. Article 3 of the Charter is hereby deleted and shall read in its entirety as follows:
“The name and address of the Registered Agent and Registered Office of the Corporation are: Robert A. McCabe, Jr., 21 Platform Way South, Suite 2300, Nashville, (Davidson County) Tennessee 37203.”
3. Article 5 of the Charter is hereby deleted and shall read in its entirety as follows:
“The mailing address of the principal office of the Corporation is: 21 Platform Way South, Suite 2300, Nashville, Tennessee 37203.”
4. Except as amended by these Articles of Amendment, the Charter of the Corporation shall remain in full force and effect.
5. These Articles of Amendment were duly adopted by the Board of Directors of the on March 11, 2025 without shareholder approval as such approval was not required.
6. These Articles of Amendment to the Charter of the Corporation will be effective upon the filing thereof with the Secretary of State of the State of Tennessee.
[Remainder of Page Intentionally Left Blank]
Date: April 3, 2025
PINNACLE FINANCIAL PARTNERS, INC.
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By: |
/s/ M. Terry Turner |
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Name: |
M. Terry Turner |
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Title: |
President and |
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Chief Executive Officer |
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