Pinnacle Financial (PNFP) COO settles tax on RSU vesting with 7 shares

Rhea-AI Filing Summary

Pinnacle Financial Partners Chief Operating Officer Daniel Zachary Bishop reported a small tax-related share disposition. On this Form 4, 7 shares of common stock were withheld at $83.55 per share to cover tax withholding obligations tied to vesting restricted stock units and related dividends. After this transaction, he directly holds 33,186 shares of Pinnacle Financial Partners common stock, indicating the event is a routine compensation and tax-settlement matter rather than an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Bishop Daniel Zachary

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	7	$83.55	$584.85

Holdings After Transaction: Common Stock — 33,186 shares (Direct)

Footnotes (1)

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Key Figures

Tax-withholding shares: 7 shares Implied share value: $83.55 per share Post-transaction holdings: 33,186 shares

3 metrics

Tax-withholding shares 7 shares Shares withheld to cover tax obligations on RSU vesting

Implied share value $83.55 per share Price used for 7-share tax-withholding disposition

Post-transaction holdings 33,186 shares COO’s direct common stock holdings after withholding

Key Terms

restricted stock units, tax withholding obligations, Form 4, tax-withholding disposition

4 terms

restricted stock units financial

"upon the vesting of certain restricted stock units and subsequent payment"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"These shares were withheld to pay tax withholding obligations upon the vesting"

Form 4 regulatory

"On this Form 4, 7 shares of common stock were withheld"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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^*

Bishop Daniel Zachary

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

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	03/30/2026		F		7(1)	D	$83.55	33,186	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 to pay tax withholding obligations upon the vesting of certain restricted stock units and subsequent payment of dividends on those units.

Remarks:

	/s/ Mary Maurice Young	04/01/2026
	** 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 Pinnacle Financial Partners (PNFP) report for its COO?

Pinnacle Financial Partners reported that COO Daniel Zachary Bishop had 7 common shares withheld to cover tax obligations. The shares were tied to vesting restricted stock units and associated dividends, making this a routine compensation-related withholding rather than an open-market trade.

Was the PNFP COO’s Form 4 transaction a market sale of shares?

No, the PNFP COO’s Form 4 shows a tax-withholding disposition, not a market sale. The company withheld 7 shares to satisfy tax obligations from vesting restricted stock units and dividend payments, so there was no discretionary open-market selling activity reported in this filing.

How many Pinnacle Financial Partners (PNFP) shares does the COO hold after this filing?

After the tax-withholding disposition, COO Daniel Zachary Bishop directly holds 33,186 shares of Pinnacle Financial Partners common stock. This remaining position provides context that the 7 withheld shares represent a very small portion of his overall direct equity stake in the company.

What does the F transaction code mean in the PNFP COO’s Form 4?

The F transaction code indicates shares were used to pay an exercise price or tax liability. In this case, 7 Pinnacle Financial Partners shares were withheld to satisfy tax withholding obligations triggered by vested restricted stock units and dividends, rather than being sold on the open market.

Why were 7 PNFP shares withheld from the COO’s holdings?

The 7 shares were withheld to cover tax withholding obligations associated with vesting restricted stock units and subsequent dividend payments. Instead of paying taxes in cash, a small number of Pinnacle Financial Partners shares were retained, which is a common mechanism for equity-based compensation.