Pinnacle Financial Partners Amends Restrictive Covenant Agreement with Harold R. Carpenter

Summary of Filing: Form 8-K (Item 5.02)

On September 9, 2026, Pinnacle Financial Partners, Inc. entered into an Amended and Restated Letter Agreement with Harold R. Carpenter, modifying the original agreement dated January 14, 2026.

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Key Terms & Highlights

1. Extended Restrictive Covenants:

   • Mr. Carpenter agreed to extend his non-compete and non-solicitation (customers and employees) covenants through March 31, 2027.
   • Extended cooperation and transition assistance obligations through March 31, 2027, including as-needed conversion support directed by Robert A. McCabe.

2. Compensatory Terms:

   • Payment Acceleration: Accelerated the scheduled second installment payment of $1,000,000 from January 1, 2027 to October 1, 2026.
   • Additional Cash Consideration: An additional $500,000 cash payment payable on or immediately after March 31, 2027.
   • Total aggregate restrictive covenant payments under the agreement equal $2,500,000 (paid in three installments: $1.0M initial, $1.0M on Oct 1, 2026, and $0.5M on March 31, 2027).

3. Clawback / Forfeiture:

   • The payments remain subject to repayment and forfeiture in the event of any material breach of the non-competition covenant.

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Investment & Trading Assessment

• Trading Significance: Low. The amendment represents standard corporate housekeeping and transitional executive covenant management without direct material financial impact on company earnings or operations.