Pinnacle Financial CFO gifts 8,000 shares

PNFP’s chief financial officer gifted 8,000 shares to children’s irrevocable trusts but still directly holds over forty thousand shares.

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. (PNFP) reported that its Chief Financial Officer, Andrew J. Gregory Jr., made a bona fide gift of 8,000 shares of common stock on September 10, 2026. The shares were transferred to irrevocable trusts for his children, and he has no investment or voting power over those trust-held shares. Following the gift, he continues to hold 40,742 shares directly.

Insider Trade Summary

8,000 shares gifted

Gift 1 txn

Insider GREGORY ANDREW J. JR.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Gift	Common Stock F1	8,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 40,742 shares (Direct)

Footnotes (1)

1. F1. On September 10, 2026, the reporting person gifted these shares to certain irrevocable trusts established for the benefit of his children. Each trust has an independent trustee; accordingly, the reporting person does not possess investment or voting power over the shares held by the trusts.

Key Figures

Shares gifted: 8,000 shares Price per share for gift: $0.00 per share Shares held after transaction: 40,742 shares

3 metrics

Shares gifted 8,000 shares Bona fide gift of common stock on September 10, 2026

Price per share for gift $0.00 per share Reported for the 8,000-share bona fide gift

Shares held after transaction 40,742 shares Direct holdings of the CFO following the gift

Key Terms

bona fide gift, irrevocable trusts, voting power

3 terms

bona fide gift regulatory

"The transaction is coded as a bona fide gift of common stock"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

irrevocable trusts financial

"Shares were gifted to certain irrevocable trusts for his children"

voting power regulatory

"The reporting person does not possess investment or voting power"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did PNFP’s CFO report on this Form 4?

The chief financial officer, Andrew J. Gregory Jr., reported a bona fide gift of 8,000 shares of Pinnacle Financial Partners, Inc. common stock on September 10, 2026, transferring them to certain irrevocable trusts established for the benefit of his children.

How many PNFP shares does the CFO hold after the reported gift?

After the gift, the chief financial officer directly holds 40,742 shares of Pinnacle Financial Partners, Inc. common stock. The 8,000 gifted shares are held by irrevocable trusts and are not included in his reported direct holdings.

Who controls the PNFP shares transferred by the CFO on September 10, 2026?

The 8,000 gifted shares are held by certain irrevocable trusts for the benefit of the CFO’s children. Each trust has an independent trustee, and the reporting person does not possess investment or voting power over the shares held by the trusts.

Was the PNFP CFO’s 8,000-share gift made under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 plan is reported for this transaction, and the document-level checkbox for such a plan is not marked as being in effect for the reported gift.

What was the reported price per share for the PNFP stock gifted by the CFO?

The transaction reports a price per share of $0.00 for the 8,000 shares. This reflects that the transfer was a bona fide gift to the irrevocable trusts, rather than a market sale or purchase.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 04:09 PM Accepted by SEC EDGAR 09/11/2026 - 04:09 PM Learn about SEC filing dates

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)
09/10/2026

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	09/10/2026		G		8,000(1)	D	$0	40,742	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. On September 10, 2026, the reporting person gifted these shares to certain irrevocable trusts established for the benefit of his children. Each trust has an independent trustee; accordingly, the reporting person does not possess investment or voting power over the shares held by the trusts.

Remarks:

	/s/ Mary Maurice Young	09/11/2026
	** 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)