Pinnacle Financial Partners Inc美股招股说明书(2026-05-14版)

$750,000,000Pinnacle Financial Partners, Inc.5.596% Fixed Rate / Floating Rate Senior Notes due 2032 We are offering $750,000,000 aggregate principal amount of our 5.596% Fixed Rate / Floating Rate Senior Notes due 2032 (which we refer to as the“notes”). The notes will mature on May 19, 2032. The notes will initially bear interest at 5.596% per annum, payable semi-annually in arrears on May19 and November 19 of each year, to, but excluding, May 19, 2031. Commencing on May 19, 2031, the notes will bear interest at a floating rate perannum equal to Compounded SOFR (determined with respect to each quarterly interest period using the SOFR Index as described herein under“Description ofNotes—Compounded SOFR”) plus 1.70%, payable quarterly in arrears on August 19, 2031, November 19, 2031, February 19, 2032and at the maturity date. Prior to May 19, 2031 (1 year prior to the maturity date), we may, at our option, redeem the notes, in whole or in part, at anytime and from time to time, by paying the aggregate principal amount of the notes to be redeemed plus a “make whole” premium (as described hereinunder “Description of Notes—Optional Redemption”) plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. OnMay 19, 2031 (one year prior to the maturity date), we may redeem the notes, in whole, but not in part, by paying the aggregate principal amount ofthe notes to be redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. At any time and from time to timeon or after April 19, 2032 (30 days prior to the maturity date), we may redeem the notes in whole or in part by paying the aggregate principal amountof the notes to be redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. There is no sinking fund for thenotes. The notes will be senior unsecured obligations of Pinnacle Financial Partners, Inc. and will rank equally with all of our other existing and futuresenior unsecured indebtedness. The notes will not be guaranteed by any of our subsidiaries. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-11of this prospectus supplement. The notes are not savings accounts, deposits or other obligations of our subsidiary bank, Pinnacle Bank, or any of our nonbank subsidiaries.The notes are not insured by the Federal Deposit Insurance Corporation, or “FDIC,” or any other governmental agency or public or privateinsurer. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes ordetermined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is acriminal offense. Public Offering PriceUnderwriting DiscountProceeds, Before Expenses, to Us(1)(1) (1)Plus accrued interest from May 19, 2026, if settlement occurs after that date. The notes will not be listed on any securities exchange. Currently, there is no public trading market for the notes. The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of itsparticipants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about May19, 2026. Joint Bookrunners Co-Managers TABLE OF CONTENTS Prospectus Supplement WHERE YOU CAN FIND MORE INFORMATIONFORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF NOTESMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSCERTAIN ERISA CONSIDERATIONSUNDERWRITING (CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSFORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEPINNACLE FINANCIAL PARTNERS, INC.RISK FACTORSUSE OF PROCEEDSDESCRIPTION OF SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF UNITSFORMS OF SECURITIESSELLING SHAREHOLDERSPLAN OF DISTRIBUTIONLEGAL OPINIONSEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT This document is comprised of two parts. The first part is this prospectus supplement, which describes the specific terms of thisoffering, the notes and certain other matters relating to us and our financial condition, and it adds to and updates information containedin the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus. The second part is the accompanying prospectus, dated January 2, 2026, which provides more general information aboutthe securities that we may offer from time to time, some of which may not apply to this offering. You should read carefully both thisprospectus supplement and the accompanying prospectus in their entirety, together with additional information described under theheading “Where You Can