Pinnacle Financial Partners (PNFP) COO has RSU tax-withholding of 1,380 shares

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. Chief Operating Officer Daniel Zachary Bishop reported a tax-withholding disposition of 1,380 shares of common stock at $95.12 per share. These shares were automatically withheld when restricted stock units vested to cover tax obligations, rather than sold in an open-market transaction.

After this adjustment, Bishop directly holds 33,193 common shares, which the disclosure notes includes 219 shares that were acquired through dividend accruals. The filing reflects routine equity compensation and related tax handling for a senior executive.

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^*

Bishop Daniel Zachary

(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 Operating 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		F		1,380(1)	D	$95.12	33,193(2)	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

Explanation of Responses:

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

2. Includes 219 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).
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FAQ

What insider transaction did Pinnacle Financial Partners (PNFP) report for Daniel Zachary Bishop?

Pinnacle Financial Partners reported that COO Daniel Zachary Bishop had 1,380 common shares withheld to cover tax obligations on vested restricted stock units, a non-open-market tax-withholding disposition rather than a discretionary share sale.

How many Pinnacle Financial Partners (PNFP) shares were involved and at what price?

The transaction involved 1,380 shares of Pinnacle Financial Partners common stock at $95.12 per share. These shares were withheld automatically upon restricted stock unit vesting to satisfy tax liabilities, according to the Form 4 disclosure and accompanying footnote.

Was the Pinnacle Financial Partners (PNFP) COO’s Form 4 transaction an open-market sale?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the company when restricted stock units vested to pay required tax withholding, consistent with the transaction code F and the footnote explanation.

How many Pinnacle Financial Partners (PNFP) shares does Daniel Zachary Bishop hold after the transaction?

After the tax-withholding disposition, Daniel Zachary Bishop directly owns 33,193 Pinnacle Financial Partners common shares. The filing specifies this total includes 219 shares that were acquired through dividend accruals on existing equity awards.

What do the dividend accruals noted in the Pinnacle Financial Partners (PNFP) Form 4 mean?

The Form 4 notes that Bishop’s reported holdings include 219 shares acquired through dividend accruals. This means dividends on prior equity awards were credited in additional shares, which are now part of his total direct common stock ownership.