[Form 4] Pinnacle Financial Partners In Insider Trading Activity

Rhea-AI Filing Summary

Insider purchases reported for Pinnacle Financial Partners (PNFP). Director David B. Ingram executed purchases of PNFP common stock on 08/07/2025 totaling 22,000 shares at a weighted average price of $90.09, with individual trade prices ranging from $89.68 to $90.50. The filing discloses that these purchases were made in multiple transactions and that further breakdowns are available on request.

The filing also shows beneficial ownership after the transactions of 63,692 shares held directly, 79,728 shares held indirectly via the Ingram Trust, and 2,000 shares held indirectly by spouse. In addition, 120,000 depositary shares were purchased in an underwritten public offering; each depositary share represents a 1/40th interest in the Issuer’s 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B.

Positive

• Director purchase disclosed: 22,000 PNFP common shares acquired, showing insider buying activity.
• Transparent pricing: Weighted average price of $90.09 with explicit trade range of $89.68–$90.50.
• Depositary shares acquired: 120,000 depositary shares purchased in an underwritten public offering, each representing 1/40th of the Series B preferred.
• Ownership detail provided: Post-transaction holdings disclosed as 63,692 direct, 79,728 indirect (Ingram Trust), and 2,000 indirect (spouse).

Negative

• None.

Insights

Securities Analyst

TL;DR: A director made modest common-stock purchases and acquired depositary shares; disclosure clarifies pricing ranges and ownership totals.

This Form 4 reports a routine insider purchase by a company director: 22,000 common shares bought at a weighted average of $90.09 with trades between $89.68 and $90.50, plus 120,000 depositary shares from an underwritten offering. The filing specifies direct and indirect beneficial ownership levels, which helps investors map insider exposure. The transactions are disclosed clearly and appear compliant with Rule 16 reporting requirements; the size of the purchases relative to total outstanding shares is not provided in the filing, so materiality for valuation cannot be gauged from this form alone.

Corporate Governance Expert

TL;DR: Insider buying by a director signals alignment but the filing provides only ownership counts and purchase prices, not broader context.

The report shows Director David B. Ingram increasing his holdings through multiple executions and an underwritten depositary-share purchase. Disclosure includes a weighted average price and the explicit price range, which strengthens transparency. The separate identification of direct versus indirect holdings (Ingram Trust and spouse) is useful for governance reporting. The filing contains no indication of a 10b5-1 plan or other prearranged plan for these purchases in the visible content.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

INGRAM DAVID B

(Last) (First) (Middle)

21 PLATFORM WAY SOUTH

SUITE 2300

(Street)

NASHVILLE TN 37203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PINNACLE FINANCIAL PARTNERS INC [ PNFP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
PNFP Common Stock	08/07/2025		P		22,000	A	$90.09(1)	63,692	D
PNFP Common Stock								79,728	I	Ingram Trust
PNFP Common Stock								2,000	I	By Spouse
Depositary Shares(2)								120,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices from $89.68 to $90.5. The reporting person undertakes to provide Pinnacle Financial Partners, Inc., any security holder of Pinnacle Financial Partners, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

2. Each depositary share represents a 1/40th interest in a share of the Issuer's 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value per share. Depositary shares purchased in an underwritten public offering.

Remarks:

	/s/ David B. Ingram	08/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions were reported for PNFP in this Form 4?

Director David B. Ingram purchased 22,000 common shares and 120,000 depositary shares, as disclosed in the filing.

On what date did the PNFP insider purchases occur?

Transaction date reported: 08/07/2025 for the common-stock purchases; the filing provides that date for the earliest transaction.

What price did the insider pay for PNFP common shares?

Weighted average price: $90.09 with purchases executed at prices ranging from $89.68 to $90.50.

How many PNFP shares does David B. Ingram beneficially own after the transactions?

Beneficial ownership reported: 63,692 shares directly, 79,728 shares indirectly via the Ingram Trust, and 2,000 shares indirectly by spouse.

What are the depositary shares purchased and what do they represent?

120,000 depositary shares purchased in an underwritten public offering, each representing a 1/40th interest in the issuer's 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B.