Pinnacle Financial (PNFP) CLO exercises awards and surrenders shares

Rhea-AI Filing Summary

Pinnacle Financial Partners Chief Legal Officer Allan E. Kamensky reported a series of equity award transactions. On February 13–16, 2026, he exercised restricted stock units into common stock in three blocks of 738, 1,094 and 807 shares at $0 per share as derivative exercises. He then disposed of equal blocks of 738, 1,094 and 807 common shares back to the issuer at $95.12 per share, ending with 48,940 common shares held directly.

He also reports 2,666 common shares held indirectly by his spouse as of February 13, 2026. A related footnote states that certain restricted stock units are settled in cash upon vesting, with one-third vesting each year over three years, subject to continued employment.

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^*

KAMENSKY ALLAN E

(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 Legal 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		M(1)		738	A	$0	49,678	D
Common Stock	02/13/2026		D(1)		738	D	$95.12	48,940	D
Common Stock	02/15/2026		M(1)		1,094	A	$0	50,034	D
Common Stock	02/15/2026		D(1)		1,094	D	$95.12	48,940	D
Common Stock	02/16/2026		M(1)		807	A	$0	49,747	D
Common Stock	02/16/2026		D(1)		807	D	$95.12	48,940	D
Common Stock								2,666	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
Restricted Stock Units	(1)	02/13/2026		M			738	(1)	02/13/2028	Common Stock	738	$0	1,474	D
Restricted Stock Units	(1)	02/15/2026		M			1,094	(1)	02/15/2027	Common Stock	1,094	$0	1,093	D
Restricted Stock Units	(1)	02/16/2026		M			807	(1)	02/16/2026	Common Stock	807	$0	0	D

Explanation of Responses:

1. 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.

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 transactions did Pinnacle Financial (PNFP) disclose for Allan E. Kamensky?

Allan E. Kamensky reported exercising restricted stock units into common stock, then disposing of the same share amounts back to Pinnacle. Transactions occurred in three blocks of 738, 1,094 and 807 shares between February 13 and 16, 2026, at stated prices.

How many Pinnacle Financial (PNFP) shares does Allan E. Kamensky hold after these Form 4 transactions?

After the reported transactions, Allan E. Kamensky directly holds 48,940 shares of Pinnacle Financial common stock. The filing also shows 2,666 shares held indirectly through his spouse as of February 13, 2026, reflecting both direct and indirect ownership positions.

What prices were involved in Allan E. Kamensky’s Pinnacle Financial (PNFP) share dispositions?

The dispositions to the issuer were reported at a transaction price of $95.12 per share. These involved three separate common stock blocks of 738, 1,094 and 807 shares, following derivative exercises that converted restricted stock units into common shares at zero exercise price.

What do the "M" and "D" transaction codes mean in the PNFP Form 4 for Allan E. Kamensky?

In this Form 4, code “M” reflects exercise or conversion of derivative securities, turning restricted stock units into common shares. Code “D” represents dispositions to the issuer, where the same amounts of common stock were transferred back to Pinnacle Financial at a stated per-share price.

How are Allan E. Kamensky’s restricted stock units in Pinnacle Financial (PNFP) structured?

A footnote explains certain restricted stock units are settled in cash upon vesting, not as shares. These units vest in three equal annual installments over a three-year period, and vesting is conditioned on Mr. Kamensky’s continued employment with Pinnacle Financial during that timeframe.