Pinnacle Financial Partners (PNFP) COO gets 3 new grants of stock units

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. granted new equity-based awards to its Chief Operating Officer, Daniel Zachary Bishop. On January 14, 2026, he received 6,560 performance stock units that may vest after a three-year performance period based on two financial measures and a total shareholder return modifier, with potential payout from 0% to 200% of the target, subject to continued employment.

He was also granted 2,812 restricted stock units that vest in equal thirds over three years and 10,412 restricted stock units that vest in full after two years; both types are settled in cash upon vesting and require continued employment. Following these awards, he directly beneficially owns 34,354 shares of common stock.

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^*

Bishop Daniel Zachary

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2026

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								34,354	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
Performance Stock Units	(1)	01/14/2026		A		6,560		(1)	01/14/2029	Common Stock	6,560	$0	6,560	D
Restricted Stock Units	(2)	01/14/2026		A		2,812		(2)	01/14/2029	Common Stock	2,812	$0	2,812	D
Restricted Stock Units	(3)	01/14/2026		A		10,412		(3)	01/14/2028	Common Stock	10,412	$0	10,412	D

Explanation of Responses:

1. These shares are subject to performance stock units (the "PSUs"). The PSUs are eligible to vest based on the level of achievement of two performance measures (relative adjusted return on average tangible common equity and relative tangible book value per common share accretion) measured over a three-year performance period, with each measure impacting one-half of the PSUs awarded to the reporting person, subject to a relative TSR modifier and the reporting person's continued employment through the conclusion of the performance period (with certain exceptions). The actual payout of the PSUs may range from 0% to 200% of the target amount, subject to the TSR modifier, based upon the results of the two performance measures during the performance period compared to the performance objective approved by the Compensation and Human Capital Committee of Pinnacle's Board of Directors.

2. 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.

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

Remarks:

	/s/ Mary Maurice Young	01/16/2026
	** 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 for its COO on January 14, 2026?

Pinnacle Financial Partners, Inc. reported that Chief Operating Officer Daniel Zachary Bishop received grants of 6,560 performance stock units, 2,812 restricted stock units, and 10,412 restricted stock units on January 14, 2026.

How do the PNFP performance stock units granted to the COO vest?

The 6,560 performance stock units may vest after a three-year performance period, based on two performance measures and a relative total shareholder return modifier, and require the COO’s continued employment, with an actual payout that can range from 0% to 200% of target.

What are the vesting terms of the PNFP restricted stock units granted to the COO?

One restricted stock unit grant of 2,812 units vests one-third each year over three years, and another grant of 10,412 units vests in full after two years, in each case subject to the COO’s continued employment.

Are the PNFP restricted stock units granted to the COO settled in stock or cash?

Both restricted stock unit awards described for Pinnacle Financial Partners’ COO are settled in cash upon vesting rather than in shares.

How many PNFP common shares does the COO own after these awards?

After the reported grants, Chief Operating Officer Daniel Zachary Bishop directly beneficially owns 34,354 shares of Pinnacle Financial Partners common stock.

What conditions must be met for the COO’s PNFP performance stock units to pay out?

The performance stock units require achievement of two performance measures over a three-year period, application of a relative total shareholder return modifier, and the COO’s continued employment through the end of the performance period, subject to specified exceptions.