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Pinnacle Financial Partners, Inc. reported new equity-based awards for Chief Administrative Officer Jennifer Spinks Upshaw. On January 14, 2026, she received 5,102 performance stock units (PSUs) that may pay out between 0% and 200% of the target amount based on three-year performance measures, including relative adjusted return on average tangible common equity and relative tangible book value per share, subject to a relative total shareholder return modifier and continued employment.
She was also granted 2,187 restricted stock units that vest in three equal annual installments over three years and 10,412 restricted stock units that vest in full after two years, with both RSU awards to be settled in cash upon vesting and conditioned on continued employment. Following these awards, she reports beneficial ownership of 13,039 shares of Pinnacle common stock directly and 1,667 shares indirectly through her spouse.
Pinnacle Financial Partners, Inc. (PNFP) reported a new equity compensation grant to its Chief Legal Officer, Allan E. Kamensky. On January 14, 2026, he received 6,377 performance stock units (PSUs), which may pay out between 0% and 200% of the target amount based on three-year performance measures and a TSR modifier.
He also received 2,733 restricted stock units that vest in thirds over three years and 10,412 restricted stock units that vest in full after two years, with both types settled in cash upon vesting, subject to continued employment. Following these awards, he beneficially owns 48,940 shares of common stock directly and 2,666 shares indirectly through his spouse.
Pinnacle Financial Partners executive Dana M. Sanders, the Chief Audit Executive, reported new equity awards in a Form 4. On 01/14/2026, Sanders received 1,458 performance stock units, which may vest over a three-year period based on two performance measures and a relative total shareholder return modifier, with the actual payout ranging from 0% to 200% of the target amount.
Sanders was also granted 625 restricted stock units on the same date that vest in equal one-third installments over three years and will be settled in cash upon vesting, subject to continued employment. Following these awards, Sanders holds 15,696 shares of common stock directly.
Pinnacle Financial Partners Chief Accounting Officer Jill K. Hurley reported new equity-based awards and updated her holdings. She received 2,366 restricted stock units on January 2, 2026 that vest in full after a two-year period, and 1,302 restricted stock units on January 14, 2026 that vest in three equal annual installments. Both RSU awards will be settled in cash upon vesting, rather than in shares, and require her continued employment with Pinnacle. Following these transactions, she beneficially owned 3,195 shares of Pinnacle common stock directly.
Pinnacle Financial Partners reported equity awards for its Chief Risk Officer, Shellie Creson, in a Form 4 insider filing. Following the transactions, Creson beneficially owned 24,713 shares of Pinnacle common stock directly.
On January 14, 2026, Creson received 6,560 Performance Stock Units that may vest after a three-year performance period based on two financial performance measures and a relative TSR modifier. She was also granted 2,812 restricted stock units that vest in three equal annual installments and 10,412 restricted stock units that vest in full after two years. The restricted stock units are described as settling in cash upon vesting and are tied to Pinnacle common stock.
Pinnacle Financial Partners, Inc. reported executive compensation and non‑competition arrangements tied to its recent merger structure. The company amended a prior letter agreement with Chief Banking Officer Robert A. McCabe Jr., keeping his total target compensation opportunity at $5,890,000 but changing its mix. Under the amendment, his base salary is set at $3,465,000 and his target annual bonus opportunity at $2,426,000.
Pinnacle also entered into a one‑year restrictive covenant agreement with Harold R. Carpenter, effective from January 1, 2026 through January 1, 2027. In return for his agreement not to compete with or solicit customers or employees of the company and to cooperate on an as‑needed basis, he will receive a cash payment of $2,000,000, paid in two equal installments. These payments are subject to repayment or forfeiture if he breaches the non‑competition covenant.