Pinnacle Financial CFO has PNFP shares withheld for tax obligations

Pinnacle Financial Partners EVP and CFO Harold R. Carpenter reported an equity compensation-related share withholding.

Rhea-AI Filing Summary

Pinnacle Financial Partners EVP and CFO Harold R. Carpenter reported an equity compensation-related share withholding. On December 26, 2025, the company retained 11,805 shares of PNFP common stock at $101.3 per share to cover withholding taxes due when 30,000 performance units, granted on January 20, 2022, were settled into the same number of PNFP shares.

Following this tax withholding transaction, Carpenter beneficially owns 93,245 PNFP shares directly and an additional 13,631 PNFP shares indirectly through a 401(k) account.

Insider Trade Summary

Exercise Price or Tax Liability: 11,805 shares

Exercise Price or Tax Liability 2 txns

Insider CARPENTER HAROLD R

Role EVP & CFO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	PNFP Common Stock	11,805	$101.30	$1.20M
holding	PNFP Common Stock	--	--	--

Holdings After Transaction: PNFP Common Stock — 93,245 shares (Direct); PNFP Common Stock — 13,631 shares (Indirect, 401(k))

Footnotes (1)

1. F1. Represents shares retained by the Company to cover withholding taxes due upon the settlement of 30,000 performance units granted to the reporting person on January 20, 2022, for which the performance criteria had previously been satisfied and which were settled into a like number of shares of Company common stock on December 26, 2025.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Pinnacle Financial Partners (PNFP) report for its CFO?

The EVP and CFO, Harold R. Carpenter, reported that 11,805 shares of PNFP common stock were retained by the company on December 26, 2025 to cover withholding taxes related to equity compensation.

How many Pinnacle Financial Partners (PNFP) shares were tied to the CFO’s performance units?

The transaction relates to 30,000 performance units granted to Harold R. Carpenter on January 20, 2022, which were settled into 30,000 PNFP shares on December 26, 2025.

At what price were the Pinnacle Financial Partners (PNFP) shares withheld for taxes?

The company retained 11,805 PNFP shares at a price of $101.3 per share to satisfy withholding tax obligations upon settlement of the performance units.

How many Pinnacle Financial Partners (PNFP) shares does the CFO own after this transaction?

After the reported transaction, Harold R. Carpenter beneficially owns 93,245 PNFP shares directly and 13,631 PNFP shares indirectly through a 401(k) plan.

What was the nature of the equity award reported by Pinnacle Financial Partners (PNFP)?

The filing describes the settlement of 30,000 performance units previously granted to the CFO, for which the performance criteria had been satisfied, and which were converted into an equal number of PNFP common shares on December 26, 2025.

Who is the reporting insider in this Pinnacle Financial Partners (PNFP) Form 4 filing?

The reporting person is Harold R. Carpenter, who serves as EVP & CFO of Pinnacle Financial Partners, Inc.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/29/2025 - 09:40 AM Learn about SEC filing dates

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^*

CARPENTER HAROLD R

(Last) (First) (Middle)

21 PLATFORM WAY S

SUITE 2300

(Street)

NASHVILLE TN 37203

(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)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2025

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
PNFP Common Stock	12/26/2025		F		11,805(1)	D	$101.3	93,245	D
PNFP Common Stock								13,631	I	401(k)

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. Represents shares retained by the Company to cover withholding taxes due upon the settlement of 30,000 performance units granted to the reporting person on January 20, 2022, for which the performance criteria had previously been satisfied and which were settled into a like number of shares of Company common stock on December 26, 2025.

Remarks:

	/s/ Harold R. Carpenter	12/29/2025
	** 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.