PNFP director granted 1,490 restricted shares

Pinnacle Financial Partners director G. Kennedy Thompson received a stock-based compensation award.

Rhea-AI Filing Summary

Pinnacle Financial Partners director G. Kennedy Thompson received a stock-based compensation award. He acquired 1,490 shares of common stock as a grant at $97.33 per share, bringing his direct holdings to 34,862 shares. According to the footnote, these shares are subject to restricted stock units that vest on the earlier of the one-year anniversary of the grant date or the company's next annual shareholders meeting. The filing also reports indirect holdings by his spouse of common and preferred shares, which are shown as separate, indirect positions.

Insider Trade Summary

Grant/Award: 1,490 shares

Grant/Award 3 txns

Insider THOMPSON G KENNEDY

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,490	$97.33	$145K
holding	Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 34,862 shares (Direct); Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C — 20,000 shares (Indirect, By Spouse); Common Stock — 2,000 shares (Indirect, By Spouse)

Footnotes (1)

1. F1. These shares are subject to restricted stock units. The units vest on the earlier of the one-year anniversary of the grant date or the Company's next annual shareholders meeting.

Key Figures

Stock grant size: 1,490 shares Grant reference price: $97.33 per share Direct common holdings: 34,862 shares +2 more

5 metrics

Stock grant size 1,490 shares Common stock grant coded as acquisition (A)

Grant reference price $97.33 per share Price per share for the 1,490-share grant

Direct common holdings 34,862 shares Common stock held directly after the grant

Indirect common holdings 2,000 shares Common stock held indirectly by spouse

Indirect preferred holdings 20,000 shares Fixed-Rate Non-Cum Perpetual Preferred Stock Series C by spouse

Key Terms

restricted stock units, Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C, grant, award, or other acquisition, indirect, +1 more

5 terms

restricted stock units financial

"These shares are subject to restricted stock units. The units vest on the earlier of the one-year anniversary..."

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.

Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C financial

"Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C reported as indirectly owned by spouse..."

grant, award, or other acquisition financial

"Transaction code A is described as a grant, award, or other acquisition of common stock..."

indirect financial

"Indirect ownership is indicated with holdings reported as "By Spouse" for common and preferred shares..."

annual shareholders meeting financial

"The units vest on the earlier of the one-year anniversary of the grant date or the Company's next annual shareholders meeting..."

An annual shareholders meeting is a yearly gathering where owners of a company review its performance, hear presentations from management, ask questions, and vote on important items such as board members, executive pay, and dividend policies. Think of it as a company town hall where votes and discussions can change leadership, strategy or payouts—outcomes that can directly affect a stock’s future performance and an investor’s rights and returns.

FAQ

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

What did PNFP director G. Kennedy Thompson report in this Form 4?

He reported receiving a grant of 1,490 shares of Pinnacle Financial Partners common stock as stock-based compensation. The award increased his direct holdings to 34,862 shares and is structured as restricted stock units subject to future vesting conditions.

Is the 1,490-share PNFP transaction an open-market purchase or a grant?

The 1,490-share transaction is a grant, not an open-market purchase. It is coded as an acquisition under a "grant, award, or other acquisition" and is described in the footnote as restricted stock units that will vest at a later date.

When do the restricted stock units for PNFP director Thompson vest?

The restricted stock units vest on the earlier of two dates: the one-year anniversary of the grant date or Pinnacle Financial Partners' next annual shareholders meeting. This schedule ties the vesting to either a time-based milestone or the company’s regular governance cycle.

How many PNFP common shares does Thompson hold after this grant?

After the 1,490-share grant, G. Kennedy Thompson holds 34,862 shares of Pinnacle Financial Partners common stock directly. This figure reflects his direct ownership position, separate from any indirect holdings that are reported as being held by his spouse.

What indirect PNFP holdings related to Thompson are disclosed in this filing?

The filing discloses indirect ownership by his spouse of 2,000 shares of Pinnacle Financial Partners common stock and 20,000 shares of fixed-rate non-cumulative perpetual preferred stock, Series C. These positions are reported as indirect and are separate from Thompson’s direct common stock holdings.

Does this PNFP Form 4 show any insider sales of stock?

The Form 4 does not show any insider sales. It records one acquisition transaction as a stock grant and two holding entries for indirect positions by his spouse. No open-market sale or disposition transactions are reported in this filing.

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

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Accepted by SEC EDGAR 05/22/2026 - 04:13 PM EDT 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^*

THOMPSON G KENNEDY

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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	05/21/2026		A		1,490(1)	A	$97.33	34,862	D
Fixed-Rate Non-Cum Perpetual Preferred Stock Ser C								20,000	I	By Spouse
Common Stock								2,000	I	By Spouse

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 are subject to restricted stock units. The units vest on the earlier of the one-year anniversary of the grant date or the Company's next annual shareholders meeting.

Remarks:

	/s/ Mary Maurice Young	05/22/2026
	** 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)