Pinnacle (NASDAQ: PNFP) officer gifts 775 shares, retains large stake

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. director and Chief Banking Officer Robert A. McCabe Jr. reported a Form 4 showing a bona fide gift of 775 shares of common stock made for no consideration.

After the gift, he directly holds 314,220 common shares, plus additional indirect holdings through his spouse and a family trust.

Insider Trade Summary

775 shares gifted

Mixed 5 txns

Insider MCCABE ROBERT A JR

Role Chief Banking Officer

Type	Security	Shares	Price	Value
Gift	Common Stock	775	$0.00	--
holding	Common Stock	--	--	--
holding	Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C	--	--	--
holding	Common Stock	--	--	--
holding	Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C	--	--	--

Holdings After Transaction: Common Stock — 314,220 shares (Direct, null); Common Stock — 83,000 shares (Indirect, By McCabe Family 2020 GST Exempt Trust); Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C — 20,000 shares (Direct, null); Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C — 10,000 shares (Indirect, By Spouse)

Footnotes (1)

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Key Figures

Gifted common shares: 775 shares Direct common shares after gift: 314,220 shares Spouse common shares: 5,022 shares +3 more

6 metrics

Gifted common shares 775 shares Bona fide gift on 2026-05-27

Direct common shares after gift 314,220 shares Direct ownership following transaction

Spouse common shares 5,022 shares Indirect ownership by spouse

Spouse preferred shares Series C 10,000 shares Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C

Trust common shares 83,000 shares Indirect ownership by McCabe Family 2020 GST Exempt Trust

Direct preferred shares Series C 20,000 shares Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C

Key Terms

bona fide gift, Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C, indirect ownership, GST Exempt Trust

4 terms

bona fide gift financial

"The reporting person gifted the foregoing shares for no consideration."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

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

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

indirect ownership financial

"ownership_type: "indirect" with nature_of_ownership "By Spouse""

GST Exempt Trust financial

"nature_of_ownership: "By McCabe Family 2020 GST Exempt Trust""

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^*

MCCABE ROBERT A JR

(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
X	Officer (give title below)		Other (specify below)
	Chief Banking Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

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	05/27/2026		G		775(1)	D	$0	314,220	D
Common Stock								83,000	I	By McCabe Family 2020 GST Exempt Trust
Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C								20,000	D
Common Stock								5,022	I	By Spouse
Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C								10,000	I	By Spouse

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. The reporting person gifted the foregoing shares for no consideration.

Remarks:

	/s/ Mary Maurice Young	05/28/2026
	** 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 insider transaction did PNFP executive Robert A. McCabe Jr. report?

Robert A. McCabe Jr. reported a bona fide gift of 775 shares of Pinnacle Financial Partners common stock. The shares were given for no consideration, meaning he received no payment or other value in return for this transfer.

How many PNFP common shares does Robert A. McCabe Jr. hold after the reported gift?

After the 775-share gift, Robert A. McCabe Jr. directly holds 314,220 shares of Pinnacle Financial Partners common stock. This figure reflects his remaining direct ownership position as of the transaction date disclosed in the Form 4 filing.

Does Robert A. McCabe Jr. have indirect holdings of PNFP stock?

Yes. The filing shows indirect ownership of 5,022 common shares and 10,000 shares of Series C preferred stock through his spouse, plus 83,000 common shares held by the McCabe Family 2020 GST Exempt Trust, in addition to his direct holdings.

What type of PNFP preferred stock is reported in McCabe’s Form 4?

The Form 4 lists holdings of Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C. It reports 10,000 Series C preferred shares held indirectly through his spouse and 20,000 Series C preferred shares held directly in his own name.

Was the PNFP share transfer by Robert A. McCabe Jr. a sale?

No. The transaction is coded as a bona fide gift of 775 common shares with a price per share of zero. The footnote explicitly states the reporting person gifted the shares for no consideration, distinguishing it from an open-market or negotiated sale.