Pinnacle Financial Partners (PNFP) grants PSUs, RSUs to CLO Kamensky

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. (PNFP) reported a new equity compensation grant to its Chief Legal Officer, Allan E. Kamensky. On January 14, 2026, he received 6,377 performance stock units (PSUs), which may pay out between 0% and 200% of the target amount based on three-year performance measures and a TSR modifier.

He also received 2,733 restricted stock units that vest in thirds over three years and 10,412 restricted stock units that vest in full after two years, with both types settled in cash upon vesting, subject to continued employment. Following these awards, he beneficially owns 48,940 shares of common stock directly and 2,666 shares indirectly through his spouse.

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^*

KAMENSKY ALLAN E

(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 Legal 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								48,940	D
Common Stock								2,666	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
Performance Stock Units	(1)	01/14/2026		A		6,377		(1)	01/14/2029	Common Stock	6,377	$0	6,377	D
Restricted Stock Units	(2)	01/14/2026		A		2,733		(2)	01/14/2029	Common Stock	2,733	$0	2,733	D
Restricted Stock Units	(3)	01/14/2026		A		10,412		(3)	01/14/2028	Common Stock	10,412	$0	10,412	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.

3. 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.

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.
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FAQ

What insider transaction did PNFP report for Allan E. Kamensky?

The filing shows that Allan E. Kamensky, Chief Legal Officer of Pinnacle Financial Partners, received new equity awards in the form of performance stock units and restricted stock units on January 14, 2026.

How many performance stock units were granted to PNFPs Chief Legal Officer?

Allan E. Kamensky was granted 6,377 performance stock units (PSUs), which vest based on three-year performance metrics and a TSR modifier.

What restricted stock units were granted in this PNFP Form 4?

The Chief Legal Officer received 2,733 restricted stock units that vest 1/3 each year over three years and 10,412 restricted stock units that vest in full after two years, both settled in cash upon vesting.

What performance conditions apply to the PSUs reported by PNFP?

The PSUs vest based on two measures over three years: relative adjusted return on average tangible common equity and relative tangible book value per share accretion, with a relative TSR modifier and payout from 0% to 200% of target.

How many PNFP common shares does the reporting person own after these awards?

After the reported awards, Allan E. Kamensky beneficially owns 48,940 shares of common stock directly and 2,666 shares indirectly through his spouse.

Are the restricted stock units in the PNFP filing settled in stock or cash?

According to the disclosure, both sets of restricted stock units will be settled in cash upon vesting, subject to the reporting persons continued employment.