What is the record date and share count for Pinnacle Financial’s 2026 meeting?

The record date is March 26, 2026. As of that date, Pinnacle Financial had 151,089,045 shares of common stock outstanding, each entitled to one vote. Outstanding preferred stock series are listed but are not entitled to vote on the meeting’s proposals.

Pinnacle Financial (PNFP) outlines 2026 post‑merger votes on board, pay and plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

DEF 14A

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. is asking shareholders to vote at its virtual 2026 annual meeting on May 21, 2026. This is the first shareholder meeting after the January 1, 2026 merger of Legacy Pinnacle and Synovus, creating a combined regional bank focused on the Southeast.

Shareholders will elect 15 directors for one-year terms, vote on approval of the 2026 Omnibus Plan, and cast advisory votes on executive compensation and how often to hold future Say on Pay votes. They will also vote on ratifying KPMG LLP as independent auditor for 2026.

The company reports 151,089,045 common shares outstanding as of the March 26, 2026 record date, each with one vote. The board highlights a governance framework featuring a non‑independent chair, an independent lead director, fully independent key committees, robust risk oversight, stock ownership guidelines for directors and executives, and a mandatory clawback policy effective January 1, 2026.

Key Figures

Annual meeting date: May 21, 2026, 10:00 a.m. ET Record date: March 26, 2026 Common shares outstanding: 151,089,045 shares +5 more

8 metrics

Annual meeting date May 21, 2026, 10:00 a.m. ET Virtual shareholder meeting at www.virtualshareholdermeeting.com/PNFP2026

Record date March 26, 2026 Shareholders of record eligible to vote at the 2026 annual meeting

Common shares outstanding 151,089,045 shares Common stock outstanding as of the March 26, 2026 record date

Preferred shares Series A 8,000,000 shares Series A preferred stock outstanding, non‑voting on meeting matters

Board size 15 directors Number of board seats to be elected for one‑year terms

Director annual cash retainer $95,000 Base annual cash retainer for non‑management directors in 2026

Director equity award $145,000 in RSUs Grant date fair value of restricted stock units for non‑management directors

CEO stock ownership guideline 6x base salary Required minimum common stock holding level for the Chief Executive Officer

Key Terms

Say on Pay, 2026 Omnibus Plan, Lead Director, audit committee financial expert, +2 more

6 terms

Say on Pay financial

"To hold an advisory vote on the compensation of the Company's named executive officers (Say on Pay proposal);"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

2026 Omnibus Plan financial

"To approve the Pinnacle Financial Partners, Inc. 2026 Omnibus Plan;"

Lead Director financial

"Because our Chair is not an independent director, the Company also has a Lead Director."

A lead director is a board member chosen by other independent directors to coordinate the board’s independent oversight of company management, acting like a team captain or referee who organizes meetings, leads discussions without the CEO present, and serves as a primary contact between independent directors and company leadership. Investors care because a strong lead director helps prevent conflicts of interest, improves decision-making and accountability, and signals that the board is actively watching how management runs the business.

audit committee financial expert financial

"has determined that each of Tim E. Bentsen, Pedro Cherry, Decosta E. Jenkins, and Gregory Montana is an “audit committee financial expert”"

A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.

Risk Committee financial

"The Risk Committee was formed for the purpose of assisting the Board in its general oversight of the Company’s risk management processes"

A risk committee is a group, usually part of a company’s board or senior leadership, tasked with spotting, assessing and guiding how the company manages threats to its finances, operations and compliance—think of it as a regular safety inspection for the business. Investors care because the committee’s work influences how likely the company is to avoid big losses, regulatory trouble or surprises that can hurt earnings and share value.

Clawback Policy financial

"The Company approved a Clawback Policy effective January 1, 2026, as required under SEC and NYSE rules."

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

Proxy Statements (DEF 14A): Pay, Votes, and Board Changes →

04/09/2026 - 08:46 AM

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

PINNACLE FINANCIAL PARTNERS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒			No fee required.


☐			Fee paid previously with preliminary materials.


☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 9, 2026

Dear Fellow Shareholder:

On behalf of our Board of Directors, you are cordially invited to attend the 2026 Annual Meeting of Shareholders, which will be held virtually on Thursday, May 21, 2026, at 10:00 a.m., Eastern Time. You are receiving this invitation and this Proxy Statement as a shareholder of record as of March 26, 2026.

The 2026 Annual Meeting of Shareholders will be the first opportunity for our shareholders to meet after the merger of Pinnacle Financial Partners, Inc., a Tennessee corporation ("Legacy Pinnacle"), and Synovus Financial Corp., a Georgia corporation ("Synovus"), with and into the Company on January 1, 2026 (the "Merger"). More information about the Merger is available in the respective Form 10-K filings for each of Legacy Pinnacle and Synovus that accompany these proxy materials. We look forward to meeting with our shareholders following this important transaction so we can share our perspective on the combined company and the opportunities ahead as we build the Southeast’s highest-performing regional bank.

As we execute the Merger and its integration alongside our broader strategic initiatives, we remain committed to the long-standing belief shared by both organizations that strong companies are built by serving the communities where they operate. That commitment has guided how we invest in our team members, support local economies, and contribute to the strength of the markets we serve. Over the past year, we continued making meaningful workforce investments and maintained strong governance across our companies, driven by our long-standing commitment to responsible corporate citizenship and stewardship of the legacies we are carrying forward. While the external environment will continue to evolve, our focus remains unchanged: doing the right thing for our team members, clients, and communities because we believe that approach ultimately produces the strongest long-term results for shareholders.

This year's meeting will be completely virtual, conducted via live webcast. You will be able to vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/PNFP2026. Details regarding how to attend the meeting online and the business to be conducted are more fully described in the accompanying Notice of the 2026 Annual Meeting of Shareholders.

We are providing proxy materials to our shareholders primarily through the Internet. We believe this process contributes to our efficiency and sustainability efforts while offering our shareholders a convenient way to access important information about the matters on which we will vote at the Meeting.

Your vote is important to us. Even if you plan to attend the meeting virtually, we encourage you to vote your shares in advance by following the voting instructions provided.

We look forward to continuing to deliver value to our clients, shareholders, and communities. We are grateful for your continued support of our Board and Pinnacle Financial Partners.

Sincerely,

M. Terry Turner

CHAIR

Kevin S. Blair

CHIEF EXECUTIVE OFFICER AND PRESIDENT



NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 21, 2026

The annual meeting of shareholders (the “Meeting”) of Pinnacle Financial Partners, Inc. (the “Company”) will be held virtually on May 21, 2026, at 10:00 a.m., Eastern Time for the following purposes:


1.			To elect 15 persons to serve as directors for a term of one year and until the due election and qualification of their successors;
2.			To approve the Pinnacle Financial Partners, Inc. 2026 Omnibus Plan;
3.			To hold an advisory vote on the compensation of the Company's named executive officers (Say on Pay proposal);
4.			To hold an advisory vote on the frequency of the advisory vote on executive compensation;
5.			To ratify the appointment of KPMG LLP ("KPMG") as the Company’s independent auditor for the year 2026; and
6.			To transact any other business as may properly come before the Meeting or any adjournment thereof.

The Board of Directors has set the close of business on March 26, 2026 as the record date (the “Record Date”) for determining the common shareholders who are entitled to notice of, and to vote at, the Meeting.

We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to many of our common shareholders instead of paper copies of our Proxy Statement and our Annual Report. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how common shareholders can receive a paper copy of our proxy materials, including the Proxy Statement, the 2025 Annual Report (which includes the Form 10-Ks for the year ended December 31, 2025 for each of Legacy Pinnacle and Synovus), and proxy card.

We will host the Meeting via webcast. If you were a shareholder of record on March 26, 2026, or you hold a valid proxy for the Meeting, you may attend virtually at www.virtualshareholdermeeting.com/PNFP2026 and vote online at the Meeting. Detailed instructions on how to attend and participate via the Internet are provided below.

We hope that you will be able to attend the Meeting. We ask, however, whether or not you plan to attend the Meeting, that you vote as soon as possible. Prompt voting will help ensure that the greatest number of common shareholders are present whether in person virtually or by proxy. You may vote in one of the following ways:

1.Call 1-800-690-6903 and follow the recorded instructions. You will need to enter the 16-digit control number that appears on your proxy card;

2.Visit www.proxyvote.com and enter the 16-digit control number that appears on your proxy card;

3.Mark, sign, date, and promptly return the enclosed proxy card in the postage-paid envelope provided; or

4.Vote at the meeting by visiting www.virtualshareholdermeeting.com/PNFP2026 and entering the 16-digit control number that appears on your proxy card, your Notice, or the instructions included with your proxy materials. If you attend the Meeting in person virtually, you may revoke your proxy at the Meeting and vote your shares in person virtually. You also may revoke your proxy at any time before the proxy is exercised and voted. Should you desire to revoke your proxy, you may do so as provided in the accompanying Proxy Statement.

By Order of the Board of Directors,

Mary Maurice Young

CORPORATE SECRETARY

ATLANTA, GEORGIA

APRIL 9, 2026


TABLE OF CONTENTS
RECOMMENDATION:
Proxy Statement Summary		1
Important Meeting and Voting Information		2
Corporate Governance		4
	Proposal #1: Election of Directors	21
	Proposal #2: Approval of Pinnacle Financial Partners, Inc.'s 2026 Omnibus Plan	30
	Proposal #3: Advisory Vote on Compensation of the Company’s Named Executive Officers	37
	Proposal #4: Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation	39
	Proposal #5: Ratification of the Appointment of the Independent Auditor	40
Information About Our Executive Officers		41
Security Ownership of Certain Beneficial Owners and Management		43
Certain Relationships and Related Transactions		46
Independent Auditor		47
Report of the Audit Committee		48
General Information		49
Appendix A: Director Independence Standards		A-1
Appendix B: 2026 Omnibus Plan		B-1
Appendix C-1: Legacy Pinnacle Executive Compensation		C-1
Appendix C-2: Synovus Executive Compensation		C-39



PROXY STATEMENT SUMMARY

The Meeting will be held virtually via www.virtualshareholdermeeting.com/PNFP2026 on Thursday, May 21, 2026 at 10:00 a.m. Eastern Time for the following purposes:


1.			To elect 15 persons to serve as directors for a term of one year and until the due election and qualification of their successors;
2.			To approve Pinnacle Financial Partners, Inc. 2026 Omnibus Plan;
3.			To hold an advisory vote on the compensation of the Company's named executive officers (Say on Pay proposal);
4.			To hold an advisory vote on the frequency of the advisory vote on executive compensation;
5.			To ratify the appointment of KPMG as the Company’s independent auditor for the year 2026; and
6.			To transact any other business as may properly come before the Meeting or any adjournment thereof.

The close of business on March 26, 2026 is the record date (the “Record Date”) for the determination of common shareholders entitled to notice of, and to vote at, the Meeting. We first mailed the Notice to our common shareholders on or about April 9, 2026.

As of the close of business on the Record Date, the Company had 151,089,045 issued and outstanding shares of common stock, $1.00 par value per share (the “Common Stock”), 8,000,000 issued and outstanding shares of the Company's fixed-to-floating rate non-cumulative perpetual preferred stock, Series A ("Series A Preferred Stock"), 14,000,000 issued and outstanding shares of the Company's fixed-rate reset non-cumulative perpetual preferred stock, Series B ("Series B Preferred Stock"), and 225,000 issued and outstanding shares of the Company’s 6.75% fixed rate, non-cumulative perpetual preferred stock, Series C (the "Series C Preferred Stock"). Each issued and outstanding share of Common Stock is entitled to one vote on all matters properly presented at the Meeting. The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock are not entitled to vote on any of the matters to be presented at the Meeting, nor are the depositary shares we have issued that relate to the Series C Preferred Stock.

2026 Proxy Statement 1


IMPORTANT MEETING AND VOTING INFORMATION

PROXY VOTING PROCEDURES

If you properly vote and submit your proxy card, the persons appointed as proxies will vote your shares according to the instructions you have specified on the proxy card. If you submit your executed proxy card but do not specify how the persons appointed as proxies are to vote your shares, your proxy will be voted as follows:

•FOR the election of each of the 15 director nominees;

•FOR the approval of the Pinnacle Financial Partners, Inc. 2026 Omnibus Plan;

•FOR the approval of the advisory vote on the compensation of the Company's named executive officers;

•FOR the approval of the advisory vote on holding Say on Pay votes annually (as opposed to every two years or three years);

•FOR the ratification of the appointment of KPMG as the Company’s independent auditor for 2026; and

•In the best judgment of the persons appointed as proxies as to all other matters properly brought before the Meeting.

If prior to the election and qualification of the director nominees at the Meeting, any nominee for election to the Board named in this Proxy Statement becomes unavailable or unwilling to serve for any reason, the proxy will be voted FOR a substitute nominee selected by the Board, or, alternatively, the Board may vote to reduce the size of the Board.

You may also vote during the Meeting to be held at 10:00 a.m. Eastern Time on Thursday, May 21, 2026. If you hold your shares through a broker, bank, or other nominee and wish to vote at the Meeting, you must obtain a “legal proxy” from your broker, bank, or other nominee for you to vote at the Meeting.

REVOCABILITY OF PROXIES

If you are a shareholder of record and vote by proxy, you may revoke that proxy at any time before it is voted at the Meeting. You may do this by (1) signing another proxy card with a later date and returning it to us prior to the Meeting, (2) voting again by telephone or on the Internet prior to 11:59 P.M., Eastern Time, on May 20, 2026, or (3) attending the Meeting virtually and casting a ballot.

If your shares are held by a bank, broker, or other nominee, you must follow the instructions provided by the bank, broker, or other nominee if you wish to change or revoke your vote.

SHAREHOLDER APPROVAL REQUIREMENTS

A quorum will be present at the Meeting if a majority of the issued and outstanding shares of Common Stock as of the Record Date are represented in person virtually or by valid proxy at the Meeting. According to Georgia law and the Company’s Amended and Restated Articles of Incorporation (the "Company's Articles of Incorporation") and Amended and Restated Bylaws (the "Company's Bylaws"), the aggregate number of votes entitled to be cast by all common shareholders present in person virtually or represented by proxy at the Meeting, whether those shareholders vote “for” or “against” or “abstain” from voting, together with all broker non-votes, will be counted for purposes of determining whether a quorum is present.

2 Pinnacle Financial Partners, Inc.

Important Meeting and Voting Information

Vote Required to Elect Directors

The number of affirmative votes required to approve each of the proposals to be considered at the Meeting is described below:

To be elected, each of the 15 director nominees named in this Proxy Statement must receive more votes cast “for” such nominee’s election than votes cast “against” such nominee’s election. If a nominee who currently is serving as a director does not receive the required vote for re-election, Georgia law provides that such director will continue to serve on the Board of Directors as a “holdover” director. However, pursuant to the Company's Corporate Governance Guidelines, each holdover director has tendered an irrevocable resignation that would be effective upon the Board’s acceptance of such resignation. In that situation, our Corporate Governance and Nominating Committee would consider the resignation and make a recommendation to the Board of Directors about whether to accept or reject such resignation and publicly disclose its decision within 90 days following certification of the shareholder vote.

Frequency of Advisory Vote on Executive Compensation

The option of 1 year, 2 years, or 3 years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. The Compensation and Human Capital Committee (which administers the Company's executive compensation program) values the opinions expressed by shareholders in these votes and will continue to consider the outcome of these votes in making its decisions on executive compensation. However, because this vote is advisory and not binding on the Board or the Company in any way, the Board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders.

Vote Required on All Other Proposals

For all of the other proposals described in this Proxy Statement, the affirmative vote of a majority of the votes cast is required to approve each such proposal.

Abstentions and Broker Non-Votes

Under certain circumstances, including the election of directors, the approval of an equity plan, matters involving executive compensation, and other matters considered non-routine, banks and brokers are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the bank or broker. This is generally referred to as a “broker non-vote.” In these cases, as long as a routine matter is also being voted on, and in cases where the shareholder does not vote on such routine matter, those shares will be counted for the purpose of determining if a quorum is present, but will not be included as votes cast with respect to those matters. Whether a bank or broker has authority to vote its shares on uninstructed matters is determined by stock exchange rules. We expect that brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions only with respect to Proposal 5 but not with respect to any of the other proposals to be voted on at the Meeting.

For all proposals, abstentions and broker non-votes will have no effect on the proposal to be considered at the Meeting.

2026 Proxy Statement 3


CORPORATE GOVERNANCE

CORPORATE GOVERNANCE PHILOSOPHY

The business affairs of the Company are managed under the direction of the Board of Directors in accordance with the Georgia Business Corporation Code, as implemented by the Company's Articles of Incorporation and the Company's Bylaws. The role of the Board of Directors, or the Board, is to effectively govern the affairs of the Company for the benefit of its shareholders. The Board strives to ensure the success and continuity of the Company's business through the appointment of qualified executive management. It is also responsible for ensuring that the Company's activities are conducted in a responsible and ethical manner. The Company and its Board of Directors are committed to sound corporate governance. The Company's Board and management believe that good corporate governance practices promote long-term interests of all shareholders and strengthen Board and management accountability.

The Board, under the leadership of the Corporate Governance and Nominating Committee, continually monitors and considers additional and evolving changes to the Company's corporate governance practices.

DIRECTOR INDEPENDENCE

The NYSE listing standards provide that a director does not qualify as independent unless the Board of Directors affirmatively determines that the director has no material relationship with the Company. The Board has established categorical standards of independence to assist it in determining director independence which conform to the independence requirements in the NYSE listing standards. The categorical standards of independence are incorporated within our Corporate Governance Guidelines, are attached to this Proxy Statement as Appendix A, and are also available in the Corporate Governance section of our website at investors.pnfp.com.

The Board, upon recommendation of the Corporate Governance and Nominating Committee, has determined that each of the following directors is an “independent director” in accordance with the NYSE listing standards:



Tim E. Bentsen	Abney S. Boxley, III	Gregory L. Burns
Pedro Cherry	Thomas C. Farnsworth, III	David B. Ingram
John H. Irby	Decosta E. Jenkins	Gregory Montana
Barry L. Storey	G. Kennedy Thompson	Teresa White

BOARD COMPOSITION AND BOARD SKILLS MATRIX



			The Company’s Board is currently composed of 15 individuals. During 2026, the Board was composed of 1 woman (or 6.7% of the total Board) and 3 persons of color (or 20% of the total Board).

Pursuant to the Company's Bylaws, the Board shall consist of not less than 8 nor more than 25 directors, with such number to be set either by the Board or shareholders representing at least a majority of the votes entitled to be cast by the holders of all of the Company's issued and outstanding shares. Currently, the size of the Board is set at 15 members. The Corporate Governance and Nominating Committee, and the full Board, routinely evaluate the size of the Board and whether to add new directors, including as existing Board members reach the age limits for service on the Board set out in the Company’s Corporate Governance Guidelines, or reduce the size of the Board.

4 Pinnacle Financial Partners, Inc.

Corporate Governance

BOARD SKILLS MATRIX

Our Board believes that having a diverse mix of directors with complementary qualifications, expertise, and attributes is essential to meeting its oversight responsibility. The following matrix provides information regarding these qualifications and attributes that our Board believes are relevant to our business and industry. The matrix does not encompass all the qualifications, skills, and experiences of our nominees, and the fact that a particular attribute is not listed does not mean that a nominee does not possess it. In addition, the absence of a particular attribute with respect to any of our directors does not mean that the nominee in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill, and experience listed below may vary among the members of the Board. In addition, directors gain substantial experience through service on the Board, which involves significant exposure to the complex regulations and changing landscape of the banking industry.

QUALIFICATIONS, SKILLS, AND EXPERIENCE

BENTSEN

BLAIR

BOXLEY

BURNS

CHERRY

FARNSWORTH

INGRAM

IRBY

JENKINS

MCCABE

MONTANA

STOREY

THOMPSON

TURNER

WHITE

Accounting/Financial Expertise

Business Development and M&A

Business Operations

Communications/Marketing/Branding

Corporate Governance

C-Suite/Executive Leadership

Digital Innovation/Emerging Technologies/AI

Enterprise Risk Management/Complex Risk Management

Executive Compensation/Human Capital

Financial Services/Industry Experience

Information Technology/Cybersecurity

Legal and Regulatory

Public Company/Capital Markets

Real Estate

2026 Proxy Statement 5

Corporate Governance

MEETINGS AND COMMITTEES OF THE BOARD

Directors are expected to attend all scheduled Board and committee meeting under the Company’s Corporate Governance Guidelines. All incumbent directors attended either in-person or virtually at least 75% of the total number of meetings of the Legacy Pinnacle or Synovus Board and committees thereof on which he or she served during the time period when the director was a member of the Legacy Pinnacle or Synovus board in 2025.

The Company's Board has established five principal standing committees in accordance with the Company’s Corporate Governance Guidelines - an Audit Committee, a Compensation and Human Capital Committee, a Corporate Governance and Nominating Committee, a Risk Committee, and an Executive Committee. Each committee has a written charter that sets forth the responsibilities of such committee, a copy of which is available on the "Governance Documents" link under the "Investor Relations" section of the "About Pinnacle" tab on the Company's website at www.pnfp.com.

As of March 1, 2026, the members of each committee are the same for the Company and Pinnacle Bank as identified below:

AUDIT

COMMITTEE

COMPENSATION & HUMAN CAPITAL

COMMITTEE

CORPORATE

GOVERNANCE & NOMINATING

COMMITTEE

RISK

COMMITTEE

EXECUTIVE

COMMITTEE

Tim E. Bentsen

(Lead Independent Director)

Kevin S. Blair

Abney S. Boxley, III

Gregory L. Burns

Pedro Cherry

Thomas C. Farnsworth, III

David B. Ingram

John Irby

Decosta E. Jenkins

Robert A. McCabe, Jr.

Gregory Montana

Barry Storey

G. Kennedy Thompson

M. Terry Turner

Teresa White


			MEMBER						CHAIR

6 Pinnacle Financial Partners, Inc.

Corporate Governance

AUDIT COMMITTEE

MEMBERS:

Decosta E. Jenkins
(Chair)

Tim E. Bentsen

Abney S. Boxley, III

Pedro Cherry

David Ingram

Gregory Montana

The Audit Committee’s charter provides that the Audit Committee shall consist of at least three members, all of whom shall be “independent.” Members of the Audit Committee shall be considered independent so long as they meet the applicable requirements for independence set forth under the NYSE Listing Rules and as required by the rules and regulations of the SEC, including Rule 10A-3 promulgated under the Exchange Act. All members of the Audit Committee are independent within the NYSE Listing Rules as well as Rule 10A-3 promulgated under the Exchange Act. The Audit Committee charter also provides that the members of the Audit Committee shall be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and statement of cash flows. The Company believes that the members of the Audit Committee meet these requirements. Additionally, the rules and the regulations of the SEC require the Company to disclose whether it has an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC. The Company’s Board has determined that each of Tim E. Bentsen, Pedro Cherry, Decosta E. Jenkins, and Gregory Montana is an “audit committee financial expert” as that term is defined by the SEC and that each is “independent” as defined by the rules and regulations of the SEC. Moreover, the Audit Committee Charter provides that at least one member of the Audit Committee must also be a member of the Company's Risk Committee. Decosta E. Jenkins and Gregory Montana each satisfy this requirement through their service on the Risk Committee.

ROLES AND RESPONSIBILITIES

The primary functions of the Audit Committee consist of:

•Monitoring the integrity of the Company's financial statements, the Company's systems of internal controls, and the Company's compliance with regulatory and legal requirements;

•Overseeing the risks relating to financial reporting, litigation, credit, and related matters;

•Reviewing and discussing with the Company's management and the independent auditor the Company's financial statements and related information, including non-GAAP financial information, critical audit matters, and other disclosures included in the Company's earnings releases and quarterly and annual reports on Form 10-Q and Form 10-K prior to filing or furnishing with the SEC;

•Monitoring the independence, qualifications, and performance of the Company's independent auditor and internal audit function; and

•Providing an avenue of communication among the independent auditor, management, internal audit, and the Board of Directors.

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Corporate Governance

COMPENSATION AND HUMAN CAPITAL COMMITTEE

MEMBERS:

Teresa White

(Chair)

Tim E. Bentsen

Gregory L. Burns

Thomas C. Farnsworth, III

John Irby

G. Kennedy Thompson

The Compensation and Human Capital Committee's ("CHCC") charter provides that the CHCC shall consist of at least three members, all of whom shall be “independent” under the NYSE Listing Standards and the rules and regulations of the SEC. All members of the CHCC are independent in accordance with the CHCC's charter.

ROLES AND RESPONSIBILITIES

The primary functions of the CHCC include:

•Approving and overseeing the Company's executive compensation program;

•Reviewing and approving annual corporate goals and objectives for the Chief Executive Officer, evaluating the CEO's performance in light of those goals and objectives, and determining the CEO's compensation level based on such evaluation;

•Approving non-CEO executive compensation, including base salary and short-term, and long-term compensation;

•Overseeing all compensation and benefit programs in which broad-based employees of the Company are eligible to participate;

•Reviewing the Company's incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk-taking and reviewing and discussing, at least annually, the relationship between risk management and incentive compensation;

•Developing and recommending to the Board compensation for non-employee directors;

•Monitoring and reviewing the talent management and succession planning processes for the CEO and the Company's other key executives;

•Providing oversight of the Company's broader talent management processes and initiatives;

•Assisting the Board in its oversight of all other human capital management strategies, practices, and risks; and

•Coordinating as necessary with the Corporate Governance and Nominating Committee in its oversight role of corporate responsibility.

The CHCC considers many factors, including the ongoing performance of the Company, advice received from third party consultants, and results of shareholder votes on “Say on Pay” and other similar votes. The CHCC receives recommendations from the Chief Executive Officer in connection with the determination concerning compensation for executive officers other than the Chief Executive Officer. Except to the extent prohibited by law or regulation, the CHCC may delegate matters within its power and responsibility to individuals or subcommittees when it deems appropriate.

In addition, the CHCC has the authority under its charter to retain outside advisors to assist the CHCC in the performance of its duties. For 2026, the CHCC has retained the services of Meridian Compensation Partners, LLC ("Meridian") to:

•Provide ongoing recommendations regarding executive and director compensation consistent with the Company's business needs, pay philosophy, market trends, and the latest legal and regulatory considerations;

•Provide market data for base salary, short-term incentive, and long-term incentive decisions; and

•Advise the CHCC as to best practices and market developments.

The CHCC evaluates whether the work provided by Meridian raises any conflict of interest. The CHCC considered various factors, including the six factors mandated by SEC rules, and determined that no conflict of interest was raised by the work of Meridian described in this Proxy Statement. Meridian was engaged directly by the CHCC, although the CHCC also directed that Meridian work with the Company's management to facilitate the CHCC’s review of compensation practices and management’s recommendations. The

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Company's Chief Administrative Officer develops executive compensation recommendations for the CHCC’s consideration in conjunction with the Company's CEO and with the advice of Meridian.

The agenda for meetings of the CHCC is determined by its chair with the assistance of the Company’s Chief Executive Officer and Chief Administrative Officer. CHCC meetings are regularly attended by the Chief Executive Officer, the Chief Financial Officer, and the Chief Administrative Officer. Independent advisors and the Company’s human resources department support the CHCC in its duties and, along with the Chief Executive Officer, Chief Financial Officer, and Chief Administrative Officer, may be delegated authority to fulfill certain administrative duties regarding the compensation programs. The CHCC has authority under its charter to retain, approve fees for and terminate advisors, consultants, and agents as it deems necessary to assist in the fulfillment of its responsibilities. The CHCC reviews, among other things, the total fees paid to advisors and outside compensation consultants by the Company, the nature of any other services provided by the advisors and compensation consultants, any business or personal relationships between the Company and the advisors and compensation consultants, and any stock of the Company owned by the advisors and consultants to ensure that the advisors and consultants maintain their objectivity and independence when rendering advice to the committee.

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Corporate Governance

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

MEMBERS:

Tim E. Bentsen

(Chair)

Abney S. Boxley, III

Thomas C. Farnsworth, III

Barry Storey

The Corporate Governance and Nominating Committee’s charter provides that the Corporate Governance and Nominating Committee shall consist of at least three members, all of whom shall be “independent” within the the rules and regulations of the NYSE and SEC. All members of the Corporate Governance and Nominating Committee are independent in accordance with the Corporate Governance and Nominating Committee charter.

ROLES AND RESPONSIBILITIES

The primary functions of the Corporate Governance and Nominating Committee consist of:

•Recommending to the Board the leadership structure of the Board and the composition and leadership of Board committees;

•Overseeing the annual review and evaluation of the performance of the Board and its committees;

•Developing and recommending to the Board updates to our corporate governance documents;

•Identifying qualified individuals to become Board members;

•Recommending to the Board the director nominees for each annual meeting of shareholders and director nominees to be elected by the Board to fill interim director vacancies;

•Reviewing and assessing shareholders’ feedback related to our governance practices and shareholder engagement process; and

•Overseeing the Company’s strategy, initiatives, and policies related to corporate responsibility.

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RISK COMMITTEE

MEMBERS:

Gregory L. Burns

(Chair)

John Irby

Decosta E. Jenkins

Gregory Montana

G. Kennedy Thompson

Teresa White

The Risk Committee was formed for the purpose of assisting the Board in its general oversight of the Company’s risk management processes and is responsible for an integrated effort to identify, assess, and manage or mitigate material risks facing the Company, including credit, liquidity, strategic, operational, compliance, brand/reputational, capital, cybersecurity, and certain other risks. The Company’s Board has determined that each of Gregory L. Burns, Gregory Montana, G. Kennedy Thompson, and Teresa White is a “risk committee expert” as that term is defined by the SEC.

ROLES AND RESPONSIBILITIES

The primary functions of the Risk Committee consist of:

•Monitoring and reviewing the enterprise risk management and compliance framework policies and processes;

•Monitoring and reviewing emerging risks and the adequacy of risk management and compliance functions;

•Overseeing the Company's liquidity planning, capital planning, and stress test results;

•Supporting Board governance related to the Company's resolution planning process and submission to supervisory authorities;

•Overseeing risk management initiatives and activities related to corporate responsibility including management of risks pertaining to climate change and sustainability in coordination with the Corporate Governance and Nominating Committee;

•Monitoring the independence and authority of the enterprise risk management function and reviewing the qualifications and background of the Chief Risk Officer and other senior risk officers; and

•Providing recommendations to the Board in order to effectively manage risks.

The Risk Committee’s charter provides that the committee shall consist of no fewer than three independent non-management members of the Board that meet the independence requirements of the Dodd-Frank Act, as amended, and the rules of the Federal Reserve Board promulgated thereunder. All members of the Risk Committee satisfy this requirement and are also independent within the meaning of the NYSE Listing Rules and the rules and regulations of the SEC. Moreover, the Risk Committee Charter provides that at least one member of the Risk Committee must also be a member of the Company's Audit Committee. Decosta E. Jenkins and Gregory Montana each satisfy this requirement through their service on the Audit Committee.

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Corporate Governance

EXECUTIVE COMMITTEE

MEMBERS:

Kevin S. Blair

(Chair)

M. Terry Turner

Robert A. McCabe, Jr.

Tim E. Bentsen

Gregory L. Burns

Decosta E. Jenkins

Teresa White

The Executive Committee's Charter provides that the Executive Committee shall be comprised of the chairs of the principal standing committees of the Board and Board of Directors of Pinnacle Bank, the Chief Executive Officer, the Chair of the Board, the Lead Director, and the Vice Chair of the Board.

ROLES AND RESPONSIBILITIES

During intervals between meetings of the Board, the Executive Committee possesses and may exercise any and all of the powers of the Board in the management and direction of the business and affairs of the Company with respect to which specific direction has not been previously given by the Board, unless Board action is required by the Company's governing documents, law, or rule.

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BOARD LEADERSHIP STRUCTURE

Our current Board leadership structure consists of:

•A non-independent Chair of the Board;

•An independent Lead Director;

•Committees chaired by independent directors; and

•Active engagement by all directors.

Our Corporate Governance Guidelines and governance framework provide the Board with flexibility to select the appropriate leadership structure for the Company. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company's shareholders. In accordance with the Company's Bylaws, our Board of Directors elects our Chair and CEO, and both of these positions may be held by the same person or may be held by two persons. Under our Corporate Governance Guidelines, the Board does not have a policy, one way or the other, on whether the roles of the Chair and CEO should be separate and, if it is to be separate, whether the Chair should be selected from the non-employee directors or be an employee. However, our Corporate Governance Guidelines require that, if the Chair of the Board is not an independent director, the Corporate Governance and Nominating Committee shall nominate, and a majority of the independent directors shall elect, a Lead Director. Under its charter, the Corporate Governance and Nominating Committee periodically reviews and recommends to the Board the leadership structure of the Board and, if necessary, nominates the Lead Director candidate from the independent directors. Currently, one individual serves as our Chair and another serves as our CEO. Because our Chair is not an independent director, the Company also has a Lead Director. The Board currently believes that these roles provide consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy and is important in unifying the Company's strategy behind a single vision.

The Chair of the Board is responsible for chairing Board meetings and meetings of shareholders, setting the agendas for Board meetings in consultation with the CEO and Lead Director, and providing information to Board members in advance of meetings and between meetings.

Pursuant to the Company's Corporate Governance Guidelines, the duties of the Lead Director include the following:

•Working with the Chair of the Board, Board, and Corporate Secretary to set the agenda for Board meetings;

•Calling meetings of the independent and non-management directors, as needed;

•Ensuring Board leadership in times of crisis;

•Developing the agenda for and chairing executive sessions of the independent directors and executive sessions of the non-management directors;

•Acting as liaison between the independent directors and the Chair of the Board on matters raised in such executive sessions;

•Chairing Board meetings when the Chair of the Board is not in attendance;

•Attending meetings of the committees of the Board, as necessary or at his/her discretion, and communicating regularly with the chairs of the principal standing committees of the Board;

•Working with the Chair of the Board to ensure the conduct of Board meetings provides adequate time for serious discussion of appropriate issues and that appropriate information is made available to Board members on a timely basis;

•Performing such other duties as may be requested from time-to-time by the Board, the independent directors, or the Chair of the Board; and

•Being available, upon request, for consultation and direct communication with major shareholders.

After careful consideration, the Corporate Governance and Nominating Committee has determined that the Company's current Board structure is the most appropriate leadership structure for the Company and its shareholders at this time. Moreover, as part of the Board’s annual self-evaluation, the performance of the Chair of the Board and Lead Director are evaluated, and the Board continues to believe that the current Board structure is appropriate and effective.

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Corporate Governance

MEETINGS OF NON-MANAGEMENT AND INDEPENDENT DIRECTORS

The non-management and independent directors of the Company meet separately after each regularly scheduled meeting of the Board of Directors and at such other times as may be requested by the Lead Director or any director. Mr. Bentsen, as Lead Director, presides at the meetings of non-management and independent directors.

DIRECTOR QUALIFICATIONS

The Company's Corporate Governance Guidelines contain Board membership criteria considered by the Corporate Governance and Nominating Committee in recommending nominees for a position on the Company's Board. The Committee believes that, at a minimum, a director candidate must possess personal and professional integrity, sound judgment, and forthrightness. A director candidate must also have sufficient time and energy to devote to the affairs of the Company, must be free from conflicts of interest with the Company, must not have reached the retirement age for Company directors, and must be willing to make, and be financially capable of making, the required investment in the Company's stock pursuant to the Company's Director Stock Ownership Guidelines. The Committee also considers the following criteria when reviewing director candidates and existing directors:

•The extent of the director’s/potential director’s educational, business, non-profit, or professional acumen and experience;

•Whether the director/potential director assists in achieving a mix of Board members that represents a diversity of background, perspective, and experience, including with respect to age, gender, race, place of residence, and specialized experience;

•Whether the director/potential director meets the independence requirements of the listing standards of the NYSE and the Board’s director independence standards;

•Whether the director/potential director has the financial acumen or other professional, educational, or business experience relevant to an understanding of the Company's business;

•Whether the director/potential director would be considered a “financial expert” or “financially literate” as defined in the listing standards of the NYSE or applicable law and/or whether the director/potential director would be considered a "risk committee expert" as defined under the Federal Reserve's enhanced prudential standards;

•Whether the director/potential director, by virtue of particular technical expertise, experience, or specialized skill relevant to the Company's current or future business, will add specific value as a Board member; and

•Whether the director/potential director possesses a willingness to challenge and stimulate management and the ability to work as part of a team in an environment of trust.

The Corporate Governance and Nominating Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. In addition to the criteria set forth above, the Committee considers how the skills and attributes of each individual candidate or incumbent director work together to create a board that is collegial, engaged, and effective in performing its duties. Although the Board does not have a formal policy on diversity, the Board and the Committee believe that the background and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge, and abilities that will contribute to Board diversity and allow the Board to effectively fulfill its responsibilities. For a discussion of the specific backgrounds and qualifications of our director nominees, see “Corporate Governance—Board Composition and Board Skills Matrix" and "Proposal 1—Election of Directors—Nominees for Election to the Board” of this Proxy Statement.

BOARD AND COMMITTEE SELF-EVALUATIONS

The Board’s annual self-evaluation is a key component of its director nomination process and succession planning. In fact, the Corporate Governance and Nominating Committee will use the input from these self-evaluations to recommend changes to the Company's corporate governance practices and areas of focus for the following year and to plan for an orderly succession of the Board and its committees. The Board values the contributions of directors who have developed extensive experience and insight into the Company during the course of their service on the Legacy Pinnacle or Synovus boards and as such, the Board does not believe arbitrary term limits on directors’ service are appropriate. At the same time, the Board recognizes the importance of Board refreshment to help ensure an appropriate balance of experience and perspectives on the Board.

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IDENTIFYING AND EVALUATING NOMINEES

The Corporate Governance and Nominating Committee has two primary methods for identifying director candidates (other than those proposed by the Company's shareholders, as discussed below). First, on a periodic basis, the Committee solicits ideas for possible candidates from a number of sources, including members of the Board, the Company's executives, and individuals personally known to the members of the Board. Second, the Committee, as authorized under its charter, retains at the Company's expense one or more search firms to identify candidates.

The Committee will consider all director candidates identified through the processes described above, as well as any candidates identified by shareholders through the process described below, and will evaluate each of them, including incumbents, based on the same criteria. The director candidates are evaluated at regular or special meetings of the Committee and may be considered at any point during the year. If based on the Committee’s initial evaluation a director candidate continues to be of interest to the Committee, the Chair of the Committee will interview the candidate and communicate his or her evaluation to the other Committee members and executive management. Additional interviews are conducted, if necessary, and ultimately the Committee will meet to finalize its list of recommended candidates for the Board’s consideration.

SHAREHOLDER CANDIDATES

The Corporate Governance and Nominating Committee will consider candidates for nomination as a director submitted by shareholders. Although the Committee does not have a separate policy that addresses the consideration of director candidates recommended by shareholders, the Board does not believe that such a separate policy is necessary, as the Company's Bylaws permit shareholders to nominate candidates and as one of the duties set forth in the Corporate Governance and Nominating Committee charter is to review and consider director candidates submitted by shareholders. The Committee evaluates individuals recommended by shareholders for nomination as directors according to the criteria discussed above and in accordance with the Company's Bylaws and the procedures described under “Shareholder Proposals for Next Year's Meeting” of this Proxy Statement.

SHAREHOLDER ENGAGEMENT

The Company and the Board believe that accountability to our shareholders is key to sound corporate governance principles, and as such, regular and transparent communication with our shareholders is essential to our long-term success. Throughout the year, members of our management team meet regularly with a significant number of our shareholders to discuss our corporate strategy, financial performance, long-term objectives, credit risks, capital management, enterprise risk management, corporate governance, corporate responsibility, and executive compensation. In regularly engaging with our shareholders, we provide perspective on our governance policies and executive compensation practices and seek input from these shareholders to ensure that we are addressing their questions and concerns.

Our on-going shareholder engagement program encompasses a number of initiatives, including:

•Regularly scheduled in-person and virtual meetings with our larger institutional shareholders;

•In-person and virtual meetings with certain large institutional shareholders, with participation by our Lead Director and certain other members of our Board as requested;

•Responses to institutional and retail shareholder correspondence and inquiries;

•Engagement with proxy advisory services such as Glass Lewis and ISS;

•Attendance and participation industry conferences each year;

•In-person and telephonic meetings with rating agencies including Standard & Poor’s, Fitch, and Moody’s;

•Regular engagement with sell-side analysts who cover the Company to reinforce key themes related to our business strategy and financial performance; and

•Regularly scheduled non-deal road shows in certain larger markets.

Throughout the year, we contact, virtually and telephonically, many of the Company's largest shareholders. This allows us to better understand and address shareholder questions and concerns related to such issues as our financial performance, the interest rate environment, our strategic objectives, and our long-term growth strategy. Feedback and perspectives shared during these engagement meetings were discussed by executive management and the Board and influenced several changes and disclosure enhancements.

We look forward to continued enhancement of our shareholder engagement program throughout 2026. We are committed to an open dialogue where investor views and priorities may be gathered and discussed, thereby informing and guiding a deliberative decision-making process with a diverse shareholder base in mind.

2026 Proxy Statement 15

Corporate Governance

STRATEGIC DIRECTION

One of our Board’s most important functions is to provide oversight and direction as to the Company's strategy, including business and organizational initiatives, potential growth opportunities, risks, and challenges. As such, the Board incorporates strategic topics into each meeting agenda and monitors strategic progress and emerging risks quarterly through the Risk Committee. Management provides the Board with a detailed review of the strategic plan, including the short-term and long-term initiatives and targets. As a part of this process, the Board and its committees carefully consider whether the strategic plan aligns with the Company's risk appetite and risk profile. Moreover, the Board has at least one extended session annually focused on a deeper dive into emerging industry trends and the correlation to the Company's strategic direction.

The Board monitors the execution of the strategic plan throughout the year at its regularly scheduled meetings and continually assesses and guides management on the strategic direction and initiatives.

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RISK OVERSIGHT

The Company places great emphasis on risk oversight beginning with its Board of Directors. The Board and members of senior management have identified the following major categories of risk: capital risk, liquidity risk, credit risk, market/interest rate risk, strategic risk, brand risk, information security risk, corporate responsibility risk, compliance risk (including BSA/AML risk), legal risk, operational risk, asset liability management risk, and human capital risk. The flow of risk oversight at the Company is as follows:

BOARD OF DIRECTORS

•The Board is responsible for providing oversight of the Company's risk management processes and in doing so seeks to achieve an appropriate balance between risk and return.

•In its oversight role of our risk management function, the Board, acting principally, but not exclusively, through a Risk Committee of the Board, which is comprised solely of independent directors, focuses on the strategies, analyses and conclusions of management relating to identifying, understanding and managing risks so as to seek to optimize total shareholder return, while balancing prudent business and safety and soundness considerations.

BOARD COMMITTEES

RISK COMMITTEE

•The Risk Committee fulfills the general oversight role for the risk management process, including approving risk appetite and tolerance levels, risk policies and limits, monitoring key and emerging risks, and reviewing risk assessment results.

•In carrying out its responsibilities, the Risk Committee works closely with the Company's Chief Risk Officer and other members of the Company's senior risk management and leadership team.

•The Risk Committee meets at least quarterly with the Chief Risk Officer and other members of management and receives a comprehensive report on risk management, including management's assessment of risk exposures (including risks related to liquidity, credit, operations and regulatory compliance, among others), and the processes in place to monitor and control such exposures.

•The Risk Committee periodically reports on risk management to the full Board.

COMPENSATION AND HUMAN CAPITAL COMMITTEE

The Compensation and Human Capital Committee considers the risks that may be implicated by our executive compensation and human capital programs.

AUDIT COMMITTEE

The Audit Committee takes into account risk assessment in its review of the Company's internal and external audit programs, including risks related to financial reporting.

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

The Corporate Governance and Nominating Committee takes into account risk assessment in its review of the Company's activities around governance and corporate responsibility.

MANAGEMENT

While our Board and certain of its committees seek to monitor and exercise oversight over our risk management processes, our team members, whether they are on the front lines engaging with clients on a daily basis or in more dedicated risk oversight roles like those in our enterprise-wide risk management or internal audit groups, are tasked with operating our bank within our risk tolerances. We separate out our team members into three lines of defense. These lines and their responsibilities around managing our risk tolerances are as follows:

LINE 1

•Represents management, including the Chief Executive Officer, Chief Financial Officer, and Chief Credit Officer. Executes day-to-day operation of the business including the management of key areas of risk as noted above.

LINE 2

•Represents the enterprise-wide risk management function including the Chief Risk Officer. Provides expertise, support, monitoring, and challenge on risk-related matters involving the Company.

LINE 3

•Represents the internal audit function and is led by the Chief Audit Executive, who reports to the Audit Committee. Provides independent and objective assurance and advice on all matters related to the achievement of the risk objectives of the Company.

For a discussion of the review of the Company’s compensation plans and employee compensation plans and the risks associated with these plans, see Appendix C-1 and Appendix C-2 of this Proxy Statement.

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Corporate Governance

CODE OF BUSINESS CONDUCT AND ETHICS

The Company has a Code of Business Conduct and Ethics that applies to the Company’s team members and directors. The purpose of the Code of Business Conduct and Ethics is, among other things, to provide written standards that are reasonably designed to deter wrongdoing and to promote honest and ethical conduct; full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and other public communications by the Company; compliance with applicable governmental laws, rules, and regulations; prompt internal reporting of violations of the Code of Business Conduct and Ethics; and accountability for adherence to the Code of Business Conduct and Ethics.

Under the Sarbanes-Oxley Act of 2002 and the SEC’s related rules, the Company is required to disclose whether it has adopted a Code of Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company’s Chief Executive Officer and senior financial officers are bound by the Company’s Code of Business Conduct and Ethics which contains provisions consistent with the SEC’s description of a Code of Ethics.

A copy of the Company’s Code of Business Conduct and Ethics can be obtained on the “Governance Documents” link in the “Investor Relations” section under the “About Pinnacle” tab of the Company’s website at www.pnfp.com. The Company intends to disclose any amendments to, or waivers from, the Code of Business Conduct and Ethics with respect to its directors and officers that are required to be disclosed in accordance with the rules and regulations of the SEC and the NYSE. If such disclosure is made on the Company’s website it will be located in the “Investor Relations” section under the “About Pinnacle” tab of the Company’s website at www.pnfp.com.

CORPORATE GOVERNANCE GUIDELINES

The Company’s Board has established a set of Corporate Governance Guidelines which address such matters as director qualifications, director nominations, board independence, board composition, director meetings, board leadership, board committees, and other governance-related matters. The Corporate Governance Guidelines require that any director that is over the age of 75 at the time of the annual meeting of shareholders shall not continue to serve on the Board following that meeting. The Corporate Governance and Nominating Committee may waive this age limit as to any director if it believes it is in the best interests of the Company. The Board believes such guidelines to be appropriate for the Company in its effort to maintain “best practices” as to corporate governance. You may access a copy of the Company’s Corporate Governance Guidelines on the “Governance Documents” link in the “Investor Relations” section of the “About Pinnacle” tab of the Company’s website at www.pnfp.com. Also, the Company has included other corporate governance documents such as the Board Committee charters and the Code of Business Conduct and Ethics on the Company’s website as well.

STOCK OWNERSHIP GUIDELINES

The Company's Corporate Governance Guidelines require all directors to accumulate shares of Company stock equal in value to at least five times the value of their annual retainer. Directors have five years to attain this level of total stock ownership, but must attain a share ownership threshold of one times the amount of the director’s annual retainer within three years. These stock ownership guidelines are designed to align the interests of the Company's directors to that of the Company's shareholders and the long-term performance of the Company. The restricted stock unit awards to directors assist and facilitate directors’ fulfillment of their stock ownership requirements. All of the Company's directors were in compliance with the guidelines as of January 1, 2026.

To align the interests of its executives with shareholders, the Company implemented stock ownership guidelines for its executives. Under the guidelines, executives are required to maintain ownership of Common Stock equal to at least a specified multiple of base salary, as set forth in the table below:


NAMED EXECUTIVE OFFICER			OWNERSHIP LEVEL (AS MULTIPLE OF BASE SALARY)
Chief Executive Officer			6x
All Other Executive Officers			3x

Until the guideline is achieved, executives are required to retain 75% of all net shares received upon the exercise of stock options or vesting of other stock-based awards, excluding shares used to pay an option’s exercise price and any taxes due upon exercise or vesting

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Corporate Governance

of an award. In the event of a severe financial hardship, the guidelines permit the development of an alternative ownership plan by the Chief Executive Officer and Chair of the CHCC.

All named executive officers were in compliance with the requirements of the guidelines as of January 1, 2026 either through ownership of the specified number of shares or retention of 75% of all net shares.

HOLD UNTIL RETIREMENT PROVISION

The Company has also adopted a “hold until retirement” policy that applies to all unexercised stock options and unvested restricted stock and restricted stock units awarded to our Chief Executive Officer. Under this policy, after the Chief Executive Officer has attained the stock ownership guidelines described above, he is also required to retain ownership of 50% of all Common Stock acquired through the Company's equity compensation plans (after taxes and transaction costs and excluding awards settled in cash) until his retirement or other termination of employment. The “hold until retirement” requirement further aligns the interests of our Chief Executive Officer with shareholders.

MANDATORY AND DISCRETIONARY CLAWBACK POLICIES

The Company approved a Clawback Policy effective January 1, 2026, as required under SEC and NYSE rules. The Clawback Policy requires covered executives to repay to the Company any erroneously awarded incentive compensation in the event of an accounting restatement (as such terms are defined in the policy). Moreover, in the event of an accounting restatement, the Clawback Policy requires any incentive compensation paid to the Company's executive officers that is based upon materially inaccurate performance metrics or financial statements, or material failures in the management of Company financial, operational, or reputational risks that result in or are reasonably expected to result in a material adverse impact to the Company or a business unit to be repaid. The Clawback Policy is administered by the CHCC.

ANTI-HEDGING AND ANTI-PLEDGING POLICY

The Company does not allow directors or executive officers to hedge or pledge the value of the Company's equity securities held directly or indirectly by the director or executive officer. The Company's policy prohibits the purchase or sale of puts, calls, options, or other derivative securities based on the Company's securities, as well as hedging or monetization transactions, such as zero-cost collars and forward sale contracts or other derivative securities based on the Company's securities. The anti-hedging policy does not extend to all employees of the Company but is limited to our directors and executive officers.

INSIDER TRADING POLICIES AND PROCEDURES

The Board has adopted the Pinnacle Financial Partners, Inc. Insider Trading Policy (the "Insider Trading Policy"). The Company has adopted policies and procedures that we believe are designed to promote compliance by us and our directors and employees with insider trading laws, rules and regulations, and the NYSE listing standards. The Insider Trading Policy prohibits the Company's employees and related persons and entities from trading in certain securities while in possession of material, nonpublic information. The Insider Trading Policy also prohibits the Company's employees from disclosing material, nonpublic information related to the Company, or another company about whom the individual learns of information in his or her capacity as an employee or director of the Company, to others who may trade on the basis of that information. The Insider Trading Policy requires that our directors and certain officers of the Company and other designated employees only transact in Company securities during an open window period, subject to limited exceptions. The foregoing summary of the Company's insider trading policies and procedures does not purport to be complete and is qualified by reference to the Company's Insider Trading Policy.

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Corporate Governance

GRANT PRACTICES AND TIMING OF EQUITY AWARDS

The CHCC reviews and approves the value and amount of the equity compensation to be awarded to executive officers in accordance with the annual performance and compensation review process. The grant of approved equity awards then occurs that same day based on the closing price of the Common Stock on the NYSE. The CHCC does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Instead, the timing of grants is in accordance with the yearly compensation cycle, with awards grants at the start of the new fiscal year to incentive the executives to deliver on the Company’s strategic objectives for the new fiscal year.

BOARD MEMBER ATTENDANCE AT ANNUAL MEETING

The Company encourages each member of the Board to attend the Meeting. All of the Legacy Pinnacle directors (except for one) and all of the Synovus directors who served at that time attended their respective 2025 annual meeting of shareholders.

20 Pinnacle Financial Partners, Inc.


PROPOSAL 1 ELECTION OF DIRECTORS

The Company’s Bylaws provide that the Board shall consist of not less than eight (8) nor more than twenty-five (25) directors, with such number to be set either by the Board or shareholders representing at least a majority of the votes entitled to be cast by the holders of all of the Company's issued and outstanding shares. Currently, the Board is set at 15 members.

The terms for all of the Company’s incumbent directors expire at the Meeting. Each of the Corporate Governance and Nominating Committee and the Board has determined that all eligible candidates, with the exception of Kevin S. Blair, M. Terry Turner, and Robert A. McCabe, Jr., qualify as independent under NYSE Listing Standards requiring that a majority of the Board meet required independence criteria. Directors are elected until their respective successors are duly elected and qualified. Directors elected by the Board to fill board vacancies are required to stand for election by the shareholders at the next annual meeting following their election. The nomination of each of the nominees has been approved by the Corporate Governance and Nominating Committee.

Unless a proxy specifies otherwise, the persons named in the proxy will vote the shares covered thereby “FOR” each of the nominees as listed. Each nominee has consented to be a candidate and to serve, if elected. While the Board has no reason to believe that any nominee will be unavailable or unwilling to serve, if such an event should occur, it is intended that shares represented by proxies will be voted for substitute nominee(s) as selected by the Board or, alternatively, the Board may vote to reduce the size of the Board.

All of the Company’s directors also currently serve as directors of Pinnacle Bank and are expected to continue so serving following the Meeting.



			THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSED DIRECTOR NOMINEES.