Pinnacle director granted 1,490 shares of PNFP stock

Irby John H. reported acquisition or exercise transactions in this Form 4 filing.

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Form Type

Rhea-AI Filing Summary

Irby John H. reported acquisition or exercise transactions in this Form 4 filing.

Pinnacle Financial Partners director John H. Irby reported an equity award in the company’s common stock. He received 1,490 shares as a grant at $97.33 per share, structured as 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.

Following this compensation-related award, Irby holds 12,933 shares directly, in addition to indirect holdings through several family trusts. The filing does not show any open-market buying or selling, only this grant and updated trust holdings.

Insider Trade Summary

Grant/Award: 1,490 shares

Grant/Award 5 txns

Insider Irby John H.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,490	$97.33	$145K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 12,933 shares (Direct); Common Stock — 2,190 shares (Indirect, By Virginia Bradley Irby Equalization Trust); Common Stock — 5,177 shares (Indirect, By Sarah C. Irby Revocable Trust); Common Stock — 19,753 shares (Indirect, By Sarah C. Irby 2011 Family Trust); Common Stock — 2,190 shares (Indirect, By Elizabeth Neal Irby Equalization Trust)

Footnotes (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

Equity grant size: 1,490 shares Grant price: $97.33 per share Direct holdings after grant: 12,933 shares +4 more

7 metrics

Equity grant size 1,490 shares Common Stock grant to John H. Irby on May 21, 2026

Grant price $97.33 per share Price for restricted stock unit grant

Direct holdings after grant 12,933 shares Common Stock directly owned by John H. Irby after the award

Elizabeth Neal Irby Equalization Trust holdings 2,190 shares Indirect Common Stock ownership via trust

Sarah C. Irby 2011 Family Trust holdings 19,753 shares Indirect Common Stock ownership via family trust

Sarah C. Irby Revocable Trust holdings 5,177 shares Indirect Common Stock ownership via revocable trust

Virginia Bradley Irby Equalization Trust holdings 2,190 shares Indirect Common Stock ownership via trust

Key Terms

restricted stock units, grant, award, or other acquisition, indirect ownership, annual shareholders meeting

4 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.

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

indirect ownership financial

"ownership_type: indirect, nature_of_ownership: By Sarah C. Irby 2011 Family Trust"

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 insider transaction did John H. Irby report at Pinnacle Financial Partners (PNFP)?

John H. Irby reported receiving 1,490 shares of Pinnacle Financial Partners common stock as a grant. The award is in the form of restricted stock units and reflects compensation, not an open-market purchase or sale of existing shares.

At what price were John H. Irby’s new PNFP shares granted?

The 1,490 Pinnacle Financial Partners shares were granted at $97.33 per share. This price applies to the equity award reported, which is structured as restricted stock units that will vest based on the specified time and meeting conditions.

How many Pinnacle Financial Partners shares does John H. Irby hold directly after this Form 4?

After the reported grant, John H. Irby holds 12,933 shares of Pinnacle Financial Partners common stock directly. The Form 4 also lists additional indirect holdings through several family-related trusts that are reported separately from his direct ownership.

What vesting schedule applies to John H. Irby’s restricted stock units in PNFP?

The restricted stock units vest on the earlier of two events: the one-year anniversary of the grant date or Pinnacle Financial Partners’ next annual shareholders meeting. This time-based vesting conditions when the granted units become fully owned shares.

Are John H. Irby’s PNFP transactions open-market buys or sells?

No open-market buys or sells are reported. The Form 4 shows a grant of 1,490 shares as a compensation award and multiple indirect holdings through family trusts, rather than active market purchases or sales of Pinnacle Financial Partners stock.

What indirect PNFP holdings are associated with John H. Irby?

Indirect holdings include shares held by the Elizabeth Neal Irby Equalization Trust, the Sarah C. Irby 2011 Family Trust, the Sarah C. Irby Revocable Trust, and the Virginia Bradley Irby Equalization Trust. Each trust’s Pinnacle Financial Partners share balance is reported separately.

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

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Accepted by SEC EDGAR 05/22/2026 - 04:14 PM EDT

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^*

Irby John H.

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/21/2026		A		1,490⁽¹⁾	A	$97.33	12,933	D
Common Stock								2,190	I	By Virginia Bradley Irby Equalization Trust
Common Stock								5,177	I	By Sarah C. Irby Revocable Trust
Common Stock								19,753	I	By Sarah C. Irby 2011 Family Trust
Common Stock								2,190	I	By Elizabeth Neal Irby Equalization Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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)

Source: View Original Filing on SEC EDGAR