Pinnacle Financial Partners, Inc. Sample Contracts
PINNACLE FINANCIAL PARTNERS, INC.Restricted Share Unit Award Agreement • May 6th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Tennessee
by and between Pinnacle Financial Partners, Inc., a Georgia corporation (the "Company"), and [ ] (the "Grantee"). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Pinnacle Financial Partners, Inc. Second Amended and Restated 2018 Omnibus Equity Incentive Plan (the "Plan").
SEPARATION AGREEMENTSeparation Agreement • January 2nd, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Tennessee
This Separation Agreement (this “Agreement”) is entered into this 1st day of January, 2026 (the “Effective Date”) by and among Pinnacle Financial Partners, Inc., a Tennessee corporation (“PNFP”), Pinnacle Bank, a Tennessee state-chartered banking corporation (“Pinnacle”) and Harold R. Carpenter (the “Employee”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Employment Agreement (as defined below).
SYNOVUS FINANCIAL CORP., as Issuer, PINNACLE FINANCIAL PARTNERS, INC., as Successor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SUPPLEMENTAL INDENTURE Dated as of January 1, 2026 to INDENTURE Dated as of December 7, 2015Supplemental Indenture • January 2nd, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • New York
SUPPLEMENTAL INDENTURE, dated as of January 1, 2026 (this “Supplemental Indenture”), by and among Synovus Financial Corp., a Georgia corporation (herein called the “Company”), Pinnacle Financial Partners, Inc. (f/k/a Steel Newco Inc.), a Georgia corporation (herein called “Newco”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (herein called the “Trustee”).
PINNACLE FINANCIAL PARTNERS, INC. ASSOCIATE TIME-VESTED RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • January 2nd, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Tennessee
THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (the "Agreement") is by and between Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company"), and [___] (the "Grantee"). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Pinnacle Financial Partners, Inc. Second Amended and Restated 2018 Omnibus Equity Incentive Plan (the "Plan").
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 6th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Georgia
THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between PINNACLE FINANCIAL PARTNERS, INC., a Georgia corporation (the “Corporation”), and [Participant Name] (“Executive”).
SPECIAL RETENTION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 6th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Georgia
THIS SPECIAL RETENTION RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between SYNOVUS FINANCIAL CORP., a Georgia corporation (the “Corporation”), and [Participant Name] (“Executive”).
at the address on file with Pinnacle)Letter Agreement • January 2nd, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks
This letter (this “Letter Agreement”) memorializes our agreement concerning your continued employment with Steel Newco Inc. (the “Company”) and Pinnacle Bank (the “Bank”), following the completion of the merger (the “Merger”) contemplated by the Agreement and Plan of Merger between Synovus Financial Corp. and Pinnacle Financial Partners, Inc. (“Pinnacle”), dated as of July 24, 2025 (the “Merger Agreement”). References to the “Company” herein will also be deemed to include the Bank as your co-employer during such period. If the Merger Agreement is terminated for any reason without the completion of the Merger (the “Closing”), or if your employment with Pinnacle terminates for any reason before the Closing, this Letter Agreement will be null and void ab initio and of no further force and effect. Capitalized terms used but not defined herein will have the meaning ascribed to them in that certain Employment Agreement, by and between you, the Bank and Pinnacle, dated January 22, 2017 (the “
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 4th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Georgia
THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between PINNACLE FINANCIAL PARTNERS, INC., a Georgia corporation (the “Company”), and [Participant Name] (“Executive”).
ContractNon-Compete Agreement • January 15th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks
ContractNote Agreement • May 19th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • New York
THIS NOTE IS A REGISTERED GLOBAL SECURITY WHICH IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT IN THE LIMITED CIRCUMSTANCES PROVIDED BY THE INDENTURE.
RETENTION RESTRICTED STOCK UNIT AGREEMENTRetention Restricted Stock Unit Agreement • August 4th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Georgia
THIS RETENTION RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between PINNACLE FINANCIAL PARTNERS, INC., a Georgia corporation (the “Company”), and [Participant Name] (“Executive”).
PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • May 6th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Tennessee
THIS PERFORMANCE STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between PINNACLE FINANCIAL PARTNERS, INC., a Georgia corporation (the “Corporation”), and _[Participant Name] (“Executive”).
ContractNon-Compete Agreement • September 10th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks
CASH-SETTLED RESTRICTED STOCK UNIT AGREEMENTCash-Settled Restricted Stock Unit Agreement • May 6th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Georgia
THIS CASH-SETTLED RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between PINNACLE FINANCIAL PARTNERS, INC., a Georgia corporation (the “Corporation”), and [Participant Name] (“Executive”).
2- 4. The definition of “Restricted Period” as set forth in Section 4(E) of the Letter Agreement is hereby amended and restated in its entirety as follows: “Restricted Period” means the Initial Term and the two-year period commencing on the last day...Letter Agreement • July 31st, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks
ASSUMPTION AGREEMENTAssumption Agreement • January 2nd, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • New York
THIS ASSUMPTION AGREEMENT (this “Assumption Agreement”) is dated as of January 2, 2026, by and among Pinnacle Bank, a Tennessee state-chartered bank (“Pinnacle”), Synovus Bank, a Georgia state-chartered bank (“Synovus”) and The Bank of New York Mellon Trust Company, N.A., as issuing and paying agent and note registrar (the “Issuing and Paying Agent”).
Signature Page to First Amendment to Letter Agreement] IN WITNESS WHEREOF, the Executive, the Company and Pinnacle Bank have executed this Amendment as of the date first above written. PINNACLE FINANCIAL PARTNERS, INC. By: /s/ Mary Maurice Young Name:...Letter Agreement • January 15th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks
DIRECTOR RESTRICTED STOCK UNIT AGREEMENTDirector Restricted Stock Unit Agreement • August 4th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Georgia
THIS DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between PINNACLE FINANCIAL PARTNERS, INC., a Georgia corporation (the “Company”), and [Participant Name] (“Director”).
ASSUMPTION AGREEMENTAssumption Agreement • January 2nd, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • New York
THIS ASSUMPTION AGREEMENT (this “Assumption Agreement”) is dated as of January 2, 2026, by and among Pinnacle Bank, a Tennessee state-chartered bank (“Pinnacle”), Synovus Bank, a Georgia state-chartered bank (“Synovus”) and The Bank of New York Mellon Trust Company, N.A., as issuing and paying agent and note registrar (the “Issuing and Paying Agent”).
SPECIAL RETENTION CASH-SETTLED RESTRICTED STOCK UNIT AGREEMENTSpecial Retention Cash-Settled Restricted Stock Unit Agreement • May 6th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Georgia
THIS SPECIAL RETENTION CASH-SETTLED RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between PINNACLE FINANCIAL PARTNERS, INC., a Georgia corporation (the “Corporation”), and [Participant Name] (“Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 6th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Georgia
THIS AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of January, 2026, by and between PINNACLE FINANCIAL PARTNERS, INC., a Georgia corporation (the “Company”), and [DIRECTOR/OFFICER NAME] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 16.
Pinnacle Financial Partners, Inc.Underwriting Agreement • May 14th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • New York
Pinnacle Financial Partners, Inc., a Georgia corporation (the “Company”), confirms its agreement with Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Goldman Sachs & Co. LLC (together, the “Representatives”) on behalf of the several Underwriters listed in Schedule I hereto (together, the “Underwriters”), with respect to the issue and sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule I of $750,000,000 in aggregate principal amount of the Company’s 5.596% Fixed Rate / Floating Rate Senior Notes due 2032 (the “Securities”). The Securities are to be issued pursuant to an indenture, dated as of February 13, 2012 (the “Indenture”), by and between the Company and the Bank of New York Mellon Trust Company, N.A., as trustee.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 2nd, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Georgia
THIS AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of January, 2026, by and between PINNACLE FINANCIAL PARTNERS, INC., a Georgia corporation (the “Company”), and [__________] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 16.
CASH-SETTLED RESTRICTED STOCK UNIT AGREEMENTCash-Settled Restricted Stock Unit Agreement • May 6th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Tennessee
THIS CASH-SETTLED RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between PINNACLE FINANCIAL PARTNERS, INC., a Georgia corporation (the “Corporation”), and (“Executive”).
CASH-SETTLED RESTRICTED STOCK UNIT AGREEMENTCash-Settled Restricted Stock Unit Agreement • August 4th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Georgia
THIS CASH-SETTLED RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between PINNACLE FINANCIAL PARTNERS, INC., a Georgia corporation (the “Company”), and [Participant Name] (“Executive”).
FIRST AMENDMENT TO DEPOSIT AGREEMENTDeposit Agreement • January 2nd, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks
This First Amendment (this “Amendment”), effective as of January 1, 2026 (the “Effective Date”), by and among Pinnacle Financial Partners (the “Corporation”), Steel Newco Inc. (“Newco”), Computershare Inc. (“Computershare”), Computershare Trust Company, N.A. (the “Trust Company”), and Broadridge Corporate Issuer Solutions, LLC (“Broadridge”), amends that certain Deposit Agreement (as amended, the “Agreement”), dated as of June 3, 2020, by and among (i) the Corporation, (ii) Computershare and its wholly owned subsidiary, the Trust Company, jointly as Depositary, and (iii) the holders from time to time of the depositary receipts described therein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • January 2nd, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • New York
THIS SECOND SUPPLEMENTAL INDENTURE dated as of January 1, 2026 is by and between U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee (herein, together with its successors in interest, the “Trustee”) and Pinnacle Financial Partners, Inc., a Georgia corporation (the “Successor Company”), under the Indenture referred to below.
PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • May 6th, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • Georgia
THIS PERFORMANCE STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between PINNACLE FINANCIAL PARTNERS, INC., a Georgia corporation (the “Corporation”), and [Participant Name] (“Executive”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • January 2nd, 2026 • Pinnacle Financial Partners, Inc. • National commercial banks • New York
THIS SECOND SUPPLEMENTAL INDENTURE dated as of January 1, 2026 is by and among The Bank of New York Mellon Trust Company, N.A., a national banking association (herein, together with its successors in interest, the “Trustee”), Synovus Financial Corp., a Georgia corporation (“Synovus”), and Pinnacle Financial Partners, Inc. (f/k/a Steel Newco Inc.), a Georgia corporation (the “Company”).