Pinnacle Financial (PNFP) CAO disposes shares for tax withholding

Rhea-AI Filing Summary

Pinnacle Financial Partners Chief Accounting Officer Jill K. Hurley reported a tax-related share disposition. On the vesting of restricted stock units, 630 shares of common stock at $95.12 were withheld to satisfy tax withholding obligations, rather than sold on the market. After this, she directly holds 2,665 shares, including 100 shares acquired through dividend accruals.

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^*

Hurley Jill K

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		F		630(1)	D	$95.12	2,665(2)	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 upon the vesting of restricted stock units to pay tax withholding obligations.

2. Includes 100 shares acquired through dividend accruals.

Remarks:

	/s/ Mary Maurice Young	02/18/2026
	** 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 transaction did PNFP executive Jill K. Hurley report?

Jill K. Hurley reported a tax-withholding disposition of 630 Pinnacle Financial Partners (PNFP) common shares. The shares were withheld upon vesting of restricted stock units to cover tax obligations, rather than being sold in an open-market transaction, according to the Form 4 footnotes.

Was the PNFP insider Form 4 a market sale of shares?

No, the PNFP Form 4 does not show an open-market sale. It reports 630 shares withheld upon vesting of restricted stock units to pay tax withholding obligations, meaning the shares were retained by the company to satisfy taxes instead of being sold to third-party buyers.

How many PNFP shares does Jill K. Hurley own after this Form 4?

After the tax-withholding disposition, Jill K. Hurley directly owns 2,665 Pinnacle Financial Partners (PNFP) common shares. This total includes 100 shares acquired through dividend accruals, as disclosed in the Form 4 footnotes, reflecting her remaining direct ownership position.

What price per share was used for the PNFP tax-withholding shares?

The 630 Pinnacle Financial Partners (PNFP) shares withheld for tax purposes were valued at $95.12 per share. This figure is disclosed in the Form 4 and is used to determine the value of shares applied toward the reporting person’s tax withholding obligations on vesting.

What does transaction code F mean in the PNFP Form 4 filing?

Transaction code F in the PNFP Form 4 indicates shares were used to pay the exercise price or tax liability. Here, 630 shares were withheld upon vesting of restricted stock units to satisfy tax withholding obligations, rather than representing a discretionary buy or sell decision.

Does the PNFP Form 4 show direct or indirect ownership for these shares?

The PNFP Form 4 shows direct ownership for Jill K. Hurley. The disposition involves 630 directly held common shares withheld for taxes, and after the transaction she directly owns 2,665 shares, including 100 acquired through dividend accruals, with no intermediary entity noted in the filing.