Pinnacle (NASDAQ: PNFP) CFO reports 5-share tax-withholding on RSU vesting

Rhea-AI Filing Summary

Pinnacle Financial Partners Chief Financial Officer Andrew J. Gregory Jr. reported a small tax-related share disposition. On this Form 4, 5 shares of common stock were withheld at $83.55 per share to cover tax obligations tied to vesting restricted stock units and related dividend payments.

After this withholding, he directly owns 48,742 shares of Pinnacle Financial Partners common stock. This was not an open-market sale but a routine tax-withholding event connected to equity compensation.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GREGORY ANDREW J. JR.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	5	$83.55	$417.75

Holdings After Transaction: Common Stock — 48,742 shares (Direct)

Footnotes (1)

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Key Figures

Tax-withheld shares: 5 shares Withholding price: $83.55 per share Shares held after transaction: 48,742 shares

3 metrics

Tax-withheld shares 5 shares Common stock withheld for tax obligations on RSU vesting

Withholding price $83.55 per share Value applied to 5 tax-withheld common shares

Shares held after transaction 48,742 shares Direct common stock ownership after tax withholding

Key Terms

restricted stock units, tax withholding obligations, Form 4

3 terms

restricted stock units financial

"upon the vesting of certain restricted stock units and subsequent payment"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"shares were withheld to pay tax withholding obligations upon the vesting"

Form 4 regulatory

"On this Form 4, 5 shares of common stock were withheld"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

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^*

GREGORY ANDREW J. JR.

(Last) (First) (Middle)

3400 OVERTON PARK DR SE

(Street)

ATLANTA GEORGIA 30339

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Pinnacle Financial Partners, Inc. [ PNFP ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

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

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

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

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
Common Stock	03/30/2026		F		5(1)	D	$83.55	48,742	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. These shares were withheld to pay tax withholding obligations upon the vesting of certain restricted stock units and subsequent payment of dividends on those units.

Remarks:

	/s/ Mary Maurice Young	04/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Pinnacle Financial Partners (PNFP) report for its CFO?

Pinnacle Financial Partners reported its CFO had 5 shares withheld for taxes. The shares were withheld upon vesting of restricted stock units and related dividend payments, reflecting a routine compensation-related tax withholding rather than an open-market stock sale.

How many Pinnacle Financial Partners (PNFP) shares were involved in the CFO’s Form 4?

The Form 4 shows 5 shares of Pinnacle Financial Partners common stock were withheld. The withholding covered tax liabilities from vesting restricted stock units and dividend payments, a standard mechanism that does not represent a discretionary market purchase or sale.

What price was used for the Pinnacle Financial Partners (PNFP) tax-withholding shares?

The tax-withholding disposition used a price of $83.55 per share. This value applies to the 5 common shares withheld to satisfy tax obligations arising from the vesting of restricted stock units and subsequent payment of dividends on those units.

How many Pinnacle Financial Partners (PNFP) shares does the CFO hold after this filing?

Following the tax-withholding transaction, the CFO directly holds 48,742 shares. This post-transaction balance, reported on the Form 4, shows that the 5-share withholding was very small relative to his overall Pinnacle Financial Partners equity position.

Was the Pinnacle Financial Partners (PNFP) CFO’s Form 4 an open-market stock sale?

No, the Form 4 reflects tax withholding rather than an open-market sale. The 5 shares were withheld by the company to pay tax obligations related to vesting restricted stock units and dividend payments, a common administrative step for equity compensation.