Pinnacle Financial (PNFP) CAO granted PSUs and RSUs on Jan. 14 2026

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. reported new equity-based awards for Chief Administrative Officer Jennifer Spinks Upshaw. On January 14, 2026, she received 5,102 performance stock units (PSUs) that may pay out between 0% and 200% of the target amount based on three-year performance measures, including relative adjusted return on average tangible common equity and relative tangible book value per share, subject to a relative total shareholder return modifier and continued employment.

She was also granted 2,187 restricted stock units that vest in three equal annual installments over three years and 10,412 restricted stock units that vest in full after two years, with both RSU awards to be settled in cash upon vesting and conditioned on continued employment. Following these awards, she reports beneficial ownership of 13,039 shares of Pinnacle common stock directly and 1,667 shares indirectly through her spouse.

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

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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^*

Upshaw Jennifer Spinks

(Last) (First) (Middle)

3400 OVERTON PARK DR. SE

(Street)

ATLANTA GA 30339

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2026

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
Common Stock								13,039	D
Common Stock								1,667	I	By Spouse

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
Performance Stock Units	(1)	01/14/2026		A		5,102		(1)	01/14/2029	Common Stock	5,102	$0	5,102	D
Restricted Stock Units	(2)	01/14/2026		A		2,187		(2)	01/14/2029	Common Stock	2,187	$0	2,187	D
Restricted Stock Units	(3)	01/14/2026		A		10,412		(3)	01/14/2028	Common Stock	10,412	$0	10,412	D

Explanation of Responses:

1. These shares are subject to performance stock units (the "PSUs"). The PSUs are eligible to vest based on the level of achievement of two performance measures (relative adjusted return on average tangible common equity and relative tangible book value per common share accretion) measured over a three-year performance period, with each measure impacting one-half of the PSUs awarded to the reporting person, subject to a relative TSR modifier and the reporting person's continued employment through the conclusion of the performance period (with certain exceptions). The actual payout of the PSUs may range from 0% to 200% of the target amount, subject to the TSR modifier, based upon the results of the two performance measures during the performance period compared to the performance objective approved by the Compensation and Human Capital Committee of Pinnacle's Board of Directors.

2. These shares are subject to restricted stock units that will be settled in cash upon vesting. The units vest 1/3 each year over a three-year period subject to the reporting person's continued employment with Pinnacle.

3. These shares are subject to restricted stock units that will be settled in cash upon vesting. The units vest in full after a two-year period subject to the reporting person's continued employment with Pinnacle.

Remarks:

	/s/ Mary Maurice Young	01/16/2026
	** Signature of Reporting Person	Date
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