Pinnacle Financial (PNFP) CFO makes open-market buy of 1,000 shares

Rhea-AI Filing Summary

Pinnacle Financial Partners Chief Financial Officer buys shares on the open market. On 02/12/2026, the CFO, Gregory Andrew J. Jr., purchased 1,000 shares of Pinnacle Financial Partners common stock at a price of $94.52 per share. After this open-market purchase, he directly owns 49,485 common shares.

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^*

GREGORY ANDREW J. JR.

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		P		1,000	A	$94.52	49,485	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:

Remarks:

	/s/ Mary Maurice Young	02/13/2026
	** 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 insider transaction did PNFP report in this Form 4?

Pinnacle Financial Partners (PNFP) reported that its Chief Financial Officer, Gregory Andrew J. Jr., made an open-market purchase of common stock. He bought 1,000 shares on 02/12/2026, indicating an increase in his direct ownership stake in the company.

How many PNFP shares did the CFO buy and at what price?

The Chief Financial Officer bought 1,000 shares of Pinnacle Financial Partners common stock at a price of $94.52 per share. This open-market purchase reflects a single reported transaction on 02/12/2026 under transaction code P for a purchase.

What is the CFO’s total PNFP share ownership after this transaction?

After the reported purchase, the Chief Financial Officer beneficially owns 49,485 shares of Pinnacle Financial Partners common stock. These shares are reported as directly held, meaning they are owned in his own name rather than through an intermediary entity.

What does transaction code P mean in the PNFP Form 4 filing?

Transaction code P in the Pinnacle Financial Partners Form 4 indicates a purchase transaction. In this case, it reflects an open-market or private purchase of 1,000 common shares by the Chief Financial Officer at a price of $94.52 per share.

Is the PNFP CFO’s ownership classified as direct or indirect in this filing?

The filing shows the Chief Financial Officer’s ownership as direct, coded as D. This means the 49,485 Pinnacle Financial Partners common shares are held in his own name, rather than through a trust, partnership, or other indirect ownership structure.