Pinnacle Financial Partners (PNFP) grants PSUs and cash-settled RSUs to officer

Rhea-AI Filing Summary

Pinnacle Financial Partners Chief Credit Officer Charissa D. Sumerlin reported new equity awards tied to the company’s performance and her continued employment. On January 14, 2026, she received 5,102 Performance Stock Units (PSUs), which 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 share accretion. A relative total shareholder return (TSR) modifier can adjust results, and the ultimate payout can range from 0% to 200% of the target amount.

She also received 2,187 Restricted Stock Units (RSUs) that will be settled in cash upon vesting, with one-third vesting each year over three years if she remains employed by Pinnacle. Following these awards, she beneficially owns 17,247 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^*

Sumerlin Charissa D

(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 Credit Officer

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								17,247	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		5,102		(1)	01/14/2029	Common Stock	5,102	$0	5,102	D
Restricted Stock Units	(2)	01/14/2026		A		2,187		(2)	01/14/2029	Common Stock	2,187	$0	2,187	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).
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FAQ

What insider transaction did Pinnacle Financial Partners (PNFP) report?

The filing shows that Chief Credit Officer Charissa D. Sumerlin received new equity-based awards on January 14, 2026, including performance stock units and restricted stock units tied to future vesting conditions.

How many Performance Stock Units did the PNFP executive receive?

Charissa D. Sumerlin received 5,102 Performance Stock Units (PSUs), which may vest over a three-year performance period based on specified financial performance measures and a relative TSR modifier.

What performance metrics determine vesting of the PSUs at Pinnacle Financial Partners?

The PSUs are tied to two measures over a three-year period: relative adjusted return on average tangible common equity and relative tangible book value per common share accretion, with a relative TSR modifier that can adjust the payout.

What is the potential payout range for the PNFP Performance Stock Units?

The actual payout for the PSUs can range from 0% to 200% of the target amount, subject to the TSR modifier and achievement of the two performance measures approved by the Compensation and Human Capital Committee.

What are the terms of the Restricted Stock Units granted to the PNFP executive?

The filing reports 2,187 Restricted Stock Units that will be settled in cash upon vesting. These units vest in three equal annual installments (1/3 each year) over three years, contingent on continued employment with Pinnacle.

How many Pinnacle Financial Partners common shares does the executive own after these awards?

After the reported transactions, Charissa D. Sumerlin beneficially owns 17,247 shares of Pinnacle common stock directly.