Pinnacle (NASDAQ: PNFP) CRO receives RSU, PSU stock grants disclosed

Rhea-AI Filing Summary

Pinnacle Financial Partners reported equity awards for its Chief Risk Officer, Shellie Creson, in a Form 4 insider filing. Following the transactions, Creson beneficially owned 24,713 shares of Pinnacle common stock directly.

On January 14, 2026, Creson received 6,560 Performance Stock Units that may vest after a three-year performance period based on two financial performance measures and a relative TSR modifier. She was also granted 2,812 restricted stock units that vest in three equal annual installments and 10,412 restricted stock units that vest in full after two years. The restricted stock units are described as settling in cash upon vesting and are tied to Pinnacle common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Creson Shellie

Role Chief Risk Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units	6,560	$0.00	--
Grant/Award	Restricted Stock Units	2,812	$0.00	--
Grant/Award	Restricted Stock Units	10,412	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Stock Units — 6,560 shares (Direct); Restricted Stock Units — 2,812 shares (Direct); Common Stock — 24,713 shares (Direct)

Footnotes (1)

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. 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. 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.

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^*

Creson Shellie

(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 Risk 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								24,713	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
Performance Stock Units	(1)	01/14/2026		A		6,560		(1)	01/14/2029	Common Stock	6,560	$0	6,560	D
Restricted Stock Units	(2)	01/14/2026		A		2,812		(2)	01/14/2029	Common Stock	2,812	$0	2,812	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
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 activity did Pinnacle Financial Partners (PNFP) report in this Form 4?

The filing shows that Chief Risk Officer Shellie Creson received equity-based awards on January 14, 2026, including performance stock units and restricted stock units tied to Pinnacle common stock, and that she beneficially owned 24,713 shares of common stock afterward.

How many Performance Stock Units were granted to Shellie Creson at Pinnacle Financial Partners (PNFP)?

Creson was granted 6,560 Performance Stock Units, which may vest based on two performance measures over a three-year performance period and a relative TSR modifier, subject to her continued employment.

What restricted stock unit awards did the Pinnacle (PNFP) Chief Risk Officer receive?

The Chief Risk Officer received two restricted stock unit grants: 2,812 units that vest in 1/3 increments each year over three years, and 10,412 units that vest in full after two years, in each case subject to continued employment and described as settling in cash upon vesting.

Are Shellie Creson’s Pinnacle (PNFP) equity awards settled in stock or cash?

The restricted stock units are described as awards that will be settled in cash upon vesting and are tied to Pinnacle common stock. The Performance Stock Units reference payout based on performance results and a TSR modifier, tied to Pinnacle common stock.

What performance conditions apply to the Pinnacle (PNFP) Performance Stock Units granted to the CRO?

The Performance Stock Units are eligible to vest based on two measures: relative adjusted return on average tangible common equity and relative tangible book value per common share accretion over a three-year period, with a relative TSR modifier and continued employment. The payout may range from 0% to 200% of the target amount, subject to the TSR modifier.

What does this Form 4 indicate about Shellie Creson’s ownership in Pinnacle Financial Partners (PNFP)?

The Form 4 indicates that after the reported transactions, Shellie Creson directly and beneficially owned 24,713 shares of Pinnacle common stock, in addition to the newly reported Performance Stock Units and restricted stock units.