[Form 4] Pinnacle Financial Partners, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. reported a new equity award for its Chief Executive Officer and director, Blair Kevin S., on a Form 4. On January 14, 2026, he was granted 42,270 performance stock units and 18,116 restricted stock units, both tied to Pinnacle common stock at a stated price of $0 per unit.

The performance stock units are eligible to vest over a three-year period based on two measures: relative adjusted return on average tangible common equity and relative tangible book value per common share accretion, subject to a relative total shareholder return modifier. The payout can range from 0% to 200% of the target amount, subject to that modifier and continued employment. The restricted stock units will be settled in cash and vest in three equal annual installments over three years, also requiring continued employment.

Following these grants, Blair Kevin S. beneficially owns 149,832 shares of common stock and 2,000 shares of Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock Series A, in addition to the derivative awards reported.

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^*

Blair Kevin S.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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								149,832	D
Fixed/Floating Rate Non-Cum Perpetual Preferred Stock Ser A								2,000	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		42,270		(1)	01/14/2029	Common Stock	42,270	$0	42,270	D
Restricted Stock Units	(2)	01/14/2026		A		18,116		(2)	01/14/2029	Common Stock	18,116	$0	18,116	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.

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.
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 did Pinnacle Financial Partners (PNFP) report in this Form 4?

The filing reports that Chief Executive Officer and director Blair Kevin S. received new equity-based awards on January 14, 2026. He was granted 42,270 performance stock units and 18,116 restricted stock units tied to Pinnacle common stock, with no purchase price listed for the awards.

How many performance stock units did the PNFP CEO receive and how can they vest?

The CEO received 42,270 performance stock units (PSUs). These units are eligible to vest over a three-year performance period based on two measures: relative adjusted return on average tangible common equity and relative tangible book value per common share accretion, with each measure affecting half of the PSUs. A relative TSR modifier can adjust the payout, which may range from 0% to 200% of the target amount, subject to continued employment and the approved performance objectives.

What are the terms of the restricted stock units granted to the PNFP CEO?

The CEO received 18,116 restricted stock units (RSUs). These RSUs will be settled in cash upon vesting and vest 1/3 each year over a three-year period, conditioned on his continued employment with Pinnacle. The RSUs are referenced as underlying common stock in the derivative table.

What is the CEO’s Pinnacle common and preferred stock ownership after these transactions?

After the reported awards, the Form 4 shows that the CEO beneficially owns 149,832 shares of Pinnacle common stock directly. He also directly holds 2,000 shares of Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock Series A. These positions are reported separately from the performance stock units and restricted stock units.

Do the performance stock units and restricted stock units require the PNFP CEO to pay an exercise price?

No exercise price is listed for either award. The table shows a price of $0 for both the 42,270 performance stock units and the 18,116 restricted stock units, indicating they are granted without a cash exercise cost, subject to their vesting and performance conditions.

Over what period are the PNFP CEO’s equity awards scheduled to vest or be measured?

The performance stock units are measured over a three-year performance period, with vesting and payout based on performance against specified metrics and a relative TSR modifier. The restricted stock units vest in three equal annual installments over a three-year period, assuming the CEO remains employed with Pinnacle.