Pinnacle Financial (PNFP) CEO logs RSU share exercises and disposals

Rhea-AI Filing Summary

Pinnacle Financial Partners CEO Kevin S. Blair reported several equity award transactions. On February 13, 15, and 16, he exercised restricted stock unit awards, converting them into a total of 15,860 shares of common stock at a stated price of $0.00 per share. On each of those dates, he then disposed of the same 15,860 common shares back to the issuer at $95.12 per share under a disposition-to-issuer arrangement. After these transactions, he directly held 149,832 shares of common stock and 2,000 shares of fixed/floating rate non-cumulative perpetual preferred stock, Series A. A footnote explains that the underlying restricted stock units are scheduled to be settled in cash upon vesting over three years, subject to his continued employment.

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^*

Blair Kevin S.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M(1)		4,744	A	$0	154,576	D
Common Stock	02/13/2026		D(1)		4,744	D	$95.12	149,832	D
Common Stock	02/15/2026		M(1)		6,276	A	$0	156,108	D
Common Stock	02/15/2026		D(1)		6,276	D	$95.12	149,832	D
Common Stock	02/16/2026		M(1)		4,840	A	$0	154,672	D
Common Stock	02/16/2026		D(1)		4,840	D	$95.12	149,832	D
Fixed/Floating Rate Non-Cum Perpetual Preferred Stock Ser A								2,000	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
Restricted Stock Units	(1)	02/13/2026		M			4,744	(1)	02/13/2028	Common Stock	4,744	$0	9,485	D
Restricted Stock Units	(1)	02/15/2026		M			6,276	(1)	02/15/2027	Common Stock	6,276	$0	6,275	D
Restricted Stock Units	(1)	02/16/2026		M			4,840	(1)	02/16/2026	Common Stock	4,840	$0	0	D

Explanation of Responses:

1. These shares are subject to restricted stock units that will be settled in cash upon vesting. The units vest 1/3 each year over a three-year period subject to the reporting person's continued employment with Pinnacle.

Remarks:

	/s/ Mary Maurice Young	02/18/2026
	** 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 transactions did PNFP CEO Kevin S. Blair report in this Form 4?

Kevin S. Blair reported exercising restricted stock unit awards into 15,860 shares of Pinnacle Financial Partners common stock, then disposing of the same 15,860 shares back to the issuer at $95.12 per share across three transaction dates.

How many PNFP common shares does the CEO hold after these transactions?

Following the reported transactions, Kevin S. Blair directly holds 149,832 shares of Pinnacle Financial Partners common stock. This reflects his position after exercising equity awards and disposing of an equal number of shares back to the company.

What price was used for the PNFP CEO’s share dispositions in this filing?

Each reported disposition of Pinnacle Financial Partners common stock by Kevin S. Blair was to the issuer at a price of $95.12 per share, according to the Form 4’s non-derivative transaction entries for the three transaction dates.

What do the restricted stock unit awards in the PNFP Form 4 represent?

The restricted stock units represent awards that, according to the footnote, will be settled in cash upon vesting. The units vest in three equal annual installments over three years, contingent on Kevin S. Blair’s continued employment with Pinnacle Financial Partners.

Did the PNFP CEO’s transactions involve derivative exercises or open-market buys?

The filing describes the CEO’s activity as exercises or conversions of derivative securities, specifically restricted stock units, into common stock, followed by dispositions to the issuer. The transactions are not reported as open-market purchases or sales.

What preferred stock holdings does the PNFP CEO report in this Form 4?

Kevin S. Blair reports direct ownership of 2,000 shares of Pinnacle Financial Partners Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, as of the latest reported holding line in the Form 4’s non-derivative and derivative holdings section.