Pinnacle Financial Partners (PNFP) awards performance and restricted units

Rhea-AI Filing Summary

Pinnacle Financial Partners executive Dana M. Sanders, the Chief Audit Executive, reported new equity awards in a Form 4. On 01/14/2026, Sanders received 1,458 performance stock units, which may vest over a three-year period based on two performance measures and a relative total shareholder return modifier, with the actual payout ranging from 0% to 200% of the target amount.

Sanders was also granted 625 restricted stock units on the same date that vest in equal one-third installments over three years and will be settled in cash upon vesting, subject to continued employment. Following these awards, Sanders holds 15,696 shares of common stock directly.

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^*

SANDERS DANA M.

(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 Audit Executive

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								15,696	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		1,458		(1)	01/14/2029	Common Stock	1,458	$0	1,458	D
Restricted Stock Units	(2)	01/14/2026		A		625		(2)	01/14/2029	Common Stock	625	$0	625	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.

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.
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FAQ

What insider activity did PNFP report for Dana M. Sanders?

The filing reports that Dana M. Sanders, Chief Audit Executive of Pinnacle Financial Partners, received 1,458 performance stock units and 625 restricted stock units on 01/14/2026, and directly holds 15,696 shares of common stock after these transactions.

How many performance stock units were granted to the PNFP Chief Audit Executive?

On 01/14/2026, the Chief Audit Executive, Dana M. Sanders, was granted 1,458 performance stock units, which may pay out between 0% and 200% of the target amount depending on performance.

What are the vesting conditions for PNFP performance stock units granted to Dana M. Sanders?

The 1,458 performance stock units can vest over a three-year performance period based on two measures: relative adjusted return on average tangible common equity and relative tangible book value per common share accretion, subject to a relative TSR modifier and continued employment, with a potential payout from 0% to 200% of target.

How do the restricted stock units for the PNFP executive vest and settle?

The 625 restricted stock units granted to Dana M. Sanders vest in 1/3 increments each year over three years and will be settled in cash upon vesting, contingent on continued employment with Pinnacle.

How many PNFP common shares does Dana M. Sanders own after these awards?

After the reported transactions, the Form 4 shows that Dana M. Sanders directly beneficially owns 15,696 shares of Pinnacle Financial Partners common stock.

Does the PNFP Form 4 indicate whether these insider awards were direct or indirect holdings?

The Form 4 reports the performance stock units, restricted stock units, and the 15,696 common shares as direct (D) holdings of Dana M. Sanders, with no indirect ownership entity listed.