Form 4: Pinnacle Financial Chairman Reports Merger-Related Stock Conversion

Pinnacle Financial Partners Chairman Robert A. McCabe Jr. reported the conversion of his PNFP shares and depositary shares into New Pinnacle shares and depositary shares, effective January 1, 2026, as part of a merger.

Summary

• Robert A. McCabe Jr., a Director and Chairman of Pinnacle Financial Partners Inc. (PNFP), reported changes in his beneficial ownership of securities.
• The transaction date for these changes was January 1, 2026, which was the effective time of a merger.
• Each share of Pinnacle Common Stock was converted into one share of common stock of 'New Pinnacle' (f/k/a Steel Newco Inc.), a Georgia corporation.
• Each depositary share representing a 1/40th interest in Pinnacle 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, was converted into one depositary share representing a 1/40th interest in New Pinnacle 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C.
• McCabe's direct beneficial ownership of PNFP Common Stock, totaling 178,895 shares, was converted.
• Indirect beneficial ownership of PNFP Common Stock, including 32,813 shares in a 401K Plan, 83,000 shares in the McCabe Family 2020 GST Exempt Trust, 2,652 shares by Spouse, 2,370 shares in an IRA-Spouse account, 184 shares by Daughter, and 159 shares by Daughter, were also converted.
• Indirect beneficial ownership of 10,000 depositary shares by Spouse and 20,000 direct depositary shares were converted.

Sentiment

Score: 5

Explanation: The filing is a routine report of a stock conversion due to a merger, reflecting a procedural change in beneficial ownership rather than a new operational or financial event.

Positives

• The successful completion of the merger transactions, as evidenced by the conversion of securities, indicates the strategic plan is proceeding as intended.

Future Outlook

The filing confirms the completion of the transactions contemplated by the Agreement and Plan of Merger, indicating the transition of Pinnacle Financial Partners into the new entity, New Pinnacle, has occurred as planned.

Industry Context

This filing is a standard insider transaction report within the financial services industry, reflecting the procedural changes in beneficial ownership following a corporate merger. Such mergers are common for strategic growth and consolidation in the banking sector.

Stakeholder Impact

• Shareholders of Pinnacle Financial Partners Inc. (PNFP) now hold equivalent shares and depositary shares in the newly formed entity, New Pinnacle, following the merger.

Key Dates

Recommendation

This Form 4 reports a routine, expected conversion of securities following a previously announced merger. It does not introduce new information that would alter the fundamental investment thesis for the company, thus a 'hold' recommendation is appropriate based solely on this filing.

Keywords

SEC Form 4, insider ownership, stock conversion, merger, Pinnacle Financial Partners, PNFP, Synovus Financial Corp., New Pinnacle, Robert A. McCabe Jr., beneficial ownership