Pinnacle Financial (PNFP) CRO nets shares after RSU vesting

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. Chief Risk Officer Shellie Creson reported RSU vesting and related share movements. On February 13, 2026, 706 Restricted Stock Units were exercised and converted into 706 shares of common stock at $0.00 per share.

Of these, 706 common shares were disposed to the issuer at $95.12 per share and 830 common shares were withheld at $95.12 per share to cover tax obligations. Following the transactions, Creson directly owned 24,040 common shares and 1,409 Restricted Stock Units, which vest in thirds annually over three years and will be settled in cash, including 157 shares attributed to dividend accruals.

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^*

Creson Shellie

(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 Risk 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)		706	A	$0	25,576	D
Common Stock	02/13/2026		D(1)		706	D	$95.12	24,870	D
Common Stock	02/13/2026		F		830(2)	D	$95.12	24,040(3)	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)	02/13/2026		M			706	(1)	02/13/2028	Common Stock	706	$0	1,409	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.

2. These shares were withheld upon the vesting of restricted stock units to pay tax withholding obligations.

3. Includes 157 shares acquired through dividend accruals.

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 transactions did PNFP Chief Risk Officer Shellie Creson report on this Form 4?

Shellie Creson reported the vesting and exercise of 706 Restricted Stock Units into common stock, a disposition of 706 shares back to Pinnacle, and the withholding of 830 shares to satisfy tax obligations, all dated February 13, 2026.

How many Pinnacle Financial (PNFP) shares does Shellie Creson hold after these transactions?

After these transactions, Shellie Creson directly holds 24,040 shares of Pinnacle common stock and 1,409 Restricted Stock Units. The RSUs vest in three annual installments and include 157 shares credited through dividend accruals as disclosed in the footnotes.

Were Shellie Creson’s Form 4 dispositions in PNFP open-market sales?

The dispositions were not reported as open-market sales. One 706-share transaction is classified as a disposition to the issuer, and an 830-share transaction was for tax withholding, meaning shares were delivered to cover obligations rather than sold on the market.

What price per share was used in Shellie Creson’s Pinnacle (PNFP) Form 4 transactions?

For the non-derivative common stock transactions, the Form 4 discloses a price of $95.12 per share for both the 706-share disposition to the issuer and the 830-share tax-withholding transaction related to the vesting and exercise of Restricted Stock Units.

How do Shellie Creson’s Restricted Stock Units in PNFP vest and settle?

Creson’s Restricted Stock Units vest in three equal annual installments over a three-year period, subject to continued employment with Pinnacle. According to the footnotes, these RSUs are settled in cash upon vesting rather than by delivering additional shares of Pinnacle common stock.

What is the nature of the tax-withholding transaction reported by Shellie Creson in PNFP stock?

The Form 4 shows 830 Pinnacle common shares were withheld upon the vesting of Restricted Stock Units to pay tax withholding obligations. This is reported as a disposition coded “F,” meaning shares were surrendered to cover taxes instead of Creson receiving them as freely owned stock.