Pinnacle Financial Partners (PNFP) CAO granted cash-settled RSUs

Rhea-AI Filing Summary

Pinnacle Financial Partners Chief Accounting Officer Jill K. Hurley reported new equity-based awards and updated her holdings. She received 2,366 restricted stock units on January 2, 2026 that vest in full after a two-year period, and 1,302 restricted stock units on January 14, 2026 that vest in three equal annual installments. Both RSU awards will be settled in cash upon vesting, rather than in shares, and require her continued employment with Pinnacle. Following these transactions, she beneficially owned 3,195 shares of Pinnacle 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^*

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)
01/02/2026

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								3,195	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
Restricted Stock Units	(1)	01/02/2026		A		2,366		(1)	01/02/2028	Common Stock	2,366	$0	2,366	D
Restricted Stock Units	(2)	01/14/2026		A		1,302		(2)	01/14/2029	Common Stock	1,302	$0	1,302	D

Explanation of Responses:

1. 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.

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.
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 Chief Accounting Officer Jill K. Hurley report?

Jill K. Hurley, Chief Accounting Officer of Pinnacle Financial Partners, reported the grant of two awards of restricted stock units and updated her direct common stock holdings.

How many restricted stock units did PNFP executive Jill K. Hurley receive and when?

She received 2,366 restricted stock units on January 2, 2026 and 1,302 restricted stock units on January 14, 2026, both reported as acquisitions at a price of $0 per unit.

What are the vesting terms of Jill K. Hurley’s new RSU awards at Pinnacle Financial Partners (PNFP)?

The 2,366-unit award vests in full after a two-year period, subject to continued employment. The 1,302-unit award vests one-third each year over three years, also contingent on her continued employment with Pinnacle.

Will Jill K. Hurley’s RSUs at PNFP be settled in stock or cash?

Both RSU grants are described as restricted stock units that will be settled in cash upon vesting, rather than delivering shares of Pinnacle common stock.

How many shares of Pinnacle Financial Partners (PNFP) common stock does Jill K. Hurley own after these transactions?

After the reported transactions, she beneficially owned 3,195 shares of Pinnacle common stock directly.

Did Jill K. Hurley sell any Pinnacle Financial Partners (PNFP) shares in this Form 4?

No sales are shown. The Form 4 reflects acquisitions of restricted stock units and an updated line showing 3,195 common shares beneficially owned directly.