Pinnacle Financial (PNFP) officer logs minor 3-share tax withholding

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. reported a small insider tax-related transaction by its Chief Accounting Officer, Jill K. Hurley. On March 30, 2026, 3 shares of common stock were disposed of at $83.55 per share to cover tax withholding tied to vesting restricted stock units and related dividends. After this routine withholding, Hurley directly holds 2,662 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hurley Jill K

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3	$83.55	$250.65

Holdings After Transaction: Common Stock — 2,662 shares (Direct)

Footnotes (1)

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Key Figures

Tax-withheld shares: 3 shares Withholding price: $83.55 per share Shares owned after transaction: 2,662 shares

3 metrics

Tax-withheld shares 3 shares Common Stock withheld on March 30, 2026

Withholding price $83.55 per share Value used for tax-withholding disposition

Shares owned after transaction 2,662 shares Direct common stock held by Jill K. Hurley after withholding

Key Terms

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

3 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"

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" describing the Form 4 code F event"

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^*

Hurley Jill K

(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 Accounting 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		3(1)	D	$83.55	2,662	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 PNFP’s Chief Accounting Officer report on this Form 4?

The filing reports that PNFP Chief Accounting Officer Jill K. Hurley had 3 shares of common stock withheld on March 30, 2026. These shares were used to satisfy tax withholding obligations from vesting restricted stock units and related dividend payments, not an open-market sale.

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

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Three shares were withheld by the issuer at $83.55 per share to cover tax obligations arising from vesting restricted stock units and subsequent dividend payments on those units.

How many PNFP shares does Jill K. Hurley hold after this transaction?

After the tax-withholding disposition, Jill K. Hurley directly holds 2,662 shares of Pinnacle Financial Partners common stock. This figure reflects her remaining direct ownership following the withholding of 3 shares to satisfy tax obligations associated with vesting equity awards and dividends.

What does transaction code “F” mean in the PNFP Form 4 filing?

Transaction code “F” indicates a tax-withholding disposition, where shares are surrendered to cover exercise price or tax liabilities. In this PNFP filing, 3 shares were withheld to pay tax withholding obligations tied to vesting restricted stock units and dividend payments.

What was the price per share used for the PNFP tax-withholding transaction?

The tax-withholding disposition used a price of $83.55 per share for the 3 common shares. This price is the value applied to calculate how many shares were needed to cover the tax obligations arising from vested restricted stock units and associated dividends.

Does this PNFP Form 4 indicate any remaining derivative or option positions?

No remaining derivative or option positions are listed in the derivative summary of this Form 4. The filing only reports a small non-derivative tax-withholding event involving 3 common shares, with no additional derivative securities disclosed in the provided data.