Upshaw Jennifer Spinks 4

4 · Pinnacle Financial Partners, Inc. · Filed Jan 16, 2026

Form 4

Period: 2026-01-14

Chief Administrative Officer

Transactions

Award
Performance Stock Units
[F1]
2026-01-14+5,102→ 5,102 total
Exp: 2029-01-14→ Common Stock (5,102 underlying)
Award
Restricted Stock Units
[F2]
2026-01-14+2,187→ 2,187 total
Exp: 2029-01-14→ Common Stock (2,187 underlying)
Award
Restricted Stock Units
[F3]
2026-01-14+10,412→ 10,412 total
Exp: 2028-01-14→ Common Stock (10,412 underlying)

Holdings

Footnotes (3)

[F1]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.
[F2]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.
[F3]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.

Signature

/s/ Mary Maurice Young|2026-01-16

Documents

1 file