Pinnacle Financial Partners (PNFP) 8-A12BRegistration of securities on exchange

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

PINNACLE FINANCIAL PARTNERS, INC.

(Exact name of registrant as specified in its charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-238707

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of class)

The securities registered hereby are the depositary shares (the “Depositary Shares”), each of which represents a 1/40th ownership interest in a share of 6.75% Fixed-RateNon-Cumulative Perpetual Preferred Stock, Series B, $1,000 liquidation preference per share, of Pinnacle Financial Partners, Inc., a Tennessee corporation (the “Registrant”). The descriptions of the Series B Preferred Stock and the Depositary Shares are incorporated by reference to the information set forth under the caption “Description of the Depositary Shares” and “Description of the Series B Preferred Stock” in the prospectus supplement dated May 27, 2020 and filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, in the form in which it was filed with the Securities and Exchange Commission on May 28, 2020, posting publicly on EDGAR on May 28, 2020. The prospectus supplement supplements the prospectus contained in the Registrant’s registration statement on FormS-3 (File No. 333-238707) filed with the Securities and Exchange Commission on May 27, 2020. The Registrant has applied to list the Depositary Shares on the Nasdaq Global Select Market under the symbol “PNFPP.” If the application is approved, we expect trading of the Depositary Shares on the Nasdaq Global Select Market to begin within the30-day period after the initial delivery of the Depositary Shares. If any additional securities registered hereby are issued, a prospectus supplement relating to such securities will be filed with the Commission and will be incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.