On January 23, 2017, Pinnacle Financial Partners, Inc. (the
“Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with J.P. Morgan Securities LLC, as
the underwriter (the “Underwriter”), to which the Company
agreed to issue and sell to the Underwriter and the Underwriter
agreed to purchase, subject to and upon terms and conditions set
forth in the Underwriting Agreement, a total of 2,800,000 shares
of the Company’s common stock, par value $1.00 per share (the
“Common Stock”), plus an option to purchase up to 420,000
additional shares of Common Stock. The offering was made to the
Company’s shelf registration statement on Form S-3 (Registration
No. 333-215654) and is expected to close on January 27, 2017,
subject to customary closing conditions. For a complete
description of the terms and conditions of the Underwriting
Agreement, please refer to the Underwriting Agreement, which is
incorporated herein by reference and attached to this Current
Report on Form 8-K as Exhibit 1.1.

Item 8.01 Other Events.

On January 23, 2017, the Company issued a press release
announcing that it had priced its public offering of 2,800,000
shares of Common Stock plus an option to purchase up to 420,000
additional shares of Common Stock. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits