Pinnacle Financial (PNFP) director granted 1,490 restricted stock units

Rhea-AI Filing Summary

INGRAM DAVID B reported acquisition or exercise transactions in this Form 4 filing.

Pinnacle Financial Partners director David B. Ingram received a grant of 1,490 shares of common stock at $97.33 per share. The award is in the form of restricted stock units that vest on the earlier of the one-year anniversary of the grant date or the company’s next annual shareholders meeting. Following this grant, he holds 65,182 common shares directly, in addition to indirect common stock holdings through a trust and spouse, plus 120,000 shares of Series C preferred stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider INGRAM DAVID B

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,490	$97.33	$145K
holding	Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 65,182 shares (Direct, null); Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C — 120,000 shares (Direct, null); Common Stock — 2,000 shares (Indirect, By Spouse)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant size: 1,490 shares Grant reference price: $97.33 per share Direct common shares after grant: 65,182 shares +3 more

6 metrics

RSU grant size 1,490 shares Restricted stock unit grant of common stock

Grant reference price $97.33 per share Price per share for the RSU grant

Direct common shares after grant 65,182 shares Direct common stock holdings following award

Trust common shares 79,728 shares Common stock held indirectly by Ingram Trust

Spouse common shares 2,000 shares Common stock held indirectly by spouse

Series C preferred shares 120,000 shares Fixed-Rate Non-Cumulative Perpetual Preferred Stock Series C

Key Terms

restricted stock units, Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C, annual shareholders meeting, indirect, +1 more

5 terms

restricted stock units financial

"These shares are subject to restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C financial

"Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C"

annual shareholders meeting financial

"the Company's next annual shareholders meeting."

An annual shareholders meeting is a yearly gathering where owners of a company review its performance, hear presentations from management, ask questions, and vote on important items such as board members, executive pay, and dividend policies. Think of it as a company town hall where votes and discussions can change leadership, strategy or payouts—outcomes that can directly affect a stock’s future performance and an investor’s rights and returns.

indirect financial

"ownership_type": "indirect""

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

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^*

INGRAM DAVID B

(Last) (First) (Middle)

3400 OVERTON PARK DR. SE

(Street)

ATLANTA GEORGIA 30339

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Pinnacle Financial Partners, Inc. [ PNFP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/21/2026		A		1,490(1)	A	$97.33	65,182	D
Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C								120,000	D
Common Stock								2,000	I	By Spouse
Common Stock								79,728	I	By Ingram Trust

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 are subject to restricted stock units. The units vest on the earlier of the one-year anniversary of the grant date or the Company's next annual shareholders meeting.

Remarks:

	/s/ Mary Maurice Young	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Pinnacle Financial Partners (PNFP) director David B. Ingram report on this Form 4?

He reported receiving a grant of 1,490 shares of Pinnacle Financial Partners common stock at $97.33 per share. The filing also updates his direct and indirect ownership in common and preferred shares held personally, by a trust, and by his spouse.

What type of shares were granted to David B. Ingram in the latest PNFP filing?

He received 1,490 shares of common stock in the form of restricted stock units. These units vest based on time, rather than immediate ownership, aligning his compensation with Pinnacle Financial Partners’ long-term performance and shareholder interests over the vesting period.

When do David B. Ingram’s new restricted stock units in PNFP vest?

The restricted stock units vest on the earlier of the one-year anniversary of the grant date or the company’s next annual shareholders meeting. This time-based schedule links the award to ongoing board service and upcoming shareholder governance milestones.

How many Pinnacle Financial Partners common shares does David B. Ingram own directly after the grant?

After the grant, he directly holds 65,182 shares of Pinnacle Financial Partners common stock. This direct position is separate from additional indirect holdings reported through an Ingram trust and his spouse, which are disclosed as indirect ownership interests.

What indirect holdings in PNFP stock are associated with David B. Ingram?

Indirectly, 79,728 common shares are held by the Ingram Trust and 2,000 common shares are held by his spouse. These positions are reported as indirect ownership, reflecting beneficial interests associated with, but not directly titled to, David B. Ingram.

Does David B. Ingram hold any Pinnacle Financial Partners preferred stock?

Yes. He directly holds 120,000 shares of Pinnacle Financial Partners Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C. This preferred position is reported separately from his common stock holdings and reflects a different class of the company’s equity securities.