Pinnacle (NASDAQ: PNFP) CFO awarded new performance and RSU units

Rhea-AI Filing Summary

Pinnacle Financial Partners Chief Financial Officer Gregory Andrew J. Jr. reported new equity-based awards tied to the company’s common stock. On January 14, 2026, he received 13,301 performance stock units that may vest over a three-year period based on two financial performance measures and a total shareholder return modifier, subject to continued employment.

He was also granted 5,701 restricted stock units that vest in three equal annual installments and 18,220 restricted stock units that vest in full on December 31, 2027. The restricted stock units will be settled in cash upon vesting. Following these awards, he reports 48,485 shares of common stock held 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^*

GREGORY ANDREW J. JR.

(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 Financial 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								48,485	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		13,301		(1)	01/14/2029	Common Stock	13,301	$0	13,301	D
Restricted Stock Units	(2)	01/14/2026		A		5,701		(2)	01/14/2029	Common Stock	5,701	$0	5,701	D
Restricted Stock Units	(3)	01/14/2026		A		18,220		(3)	12/31/2027	Common Stock	18,220	$0	18,220	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 on December 31, 2027, 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).
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FAQ

What insider activity did PNFP disclose for its CFO?

Pinnacle Financial Partners disclosed that its Chief Financial Officer, Gregory Andrew J. Jr., received new equity awards in the form of performance stock units and restricted stock units on January 14, 2026.

How many performance stock units did the PNFP CFO receive?

The Chief Financial Officer received 13,301 performance stock units, which are eligible to vest over three years based on two performance measures and a total shareholder return modifier, subject to continued employment.

What restricted stock unit grants were reported in the PNFP Form 4?

The filing shows grants of 5,701 restricted stock units that vest 1/3 each year over three years and 18,220 restricted stock units that vest in full on December 31, 2027, both subject to the CFO’s continued employment.

Are the PNFP restricted stock units for the CFO settled in stock or cash?

According to the filing, the restricted stock units granted to the Chief Financial Officer will be settled in cash upon vesting, rather than in shares.

What triggers vesting of the PNFP performance stock units granted to the CFO?

The performance stock units may vest based on the level of achievement of two measures—relative adjusted return on average tangible common equity and relative tangible book value per common share accretion—over a three-year performance period, with a relative total shareholder return modifier and continued employment requirements.

How many PNFP common shares does the CFO report owning after these awards?

After the reported transactions, the Chief Financial Officer reports 48,485 shares of Pinnacle Financial Partners common stock held directly.