Richard D. Callicutt II - 01 Jan 2026 Form 4 Insider Report for PINNACLE FINANCIAL PARTNERS INC (PNFP)

Role: Chairman-Carolinas & Virginia, Director
Signature: /s/ Richard D. Callicut, II
Issuer symbol: PNFP
Transactions as of: 01 Jan 2026
Net transactions value: $0
Form type: 4
Filing time: 02 Jan 2026, 18:36:28 UTC
Previous filing: 31 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
CALLICUTT RICHARD D II	Chairman-Carolinas & Virginia, Director	21 PLATFORM WAY SOUTH, SUITE 2300, NASHVILLE	/s/ Richard D. Callicut, II	02 Jan 2026	0001231143

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PNFP	PNFP Common Stock	Disposed to Issuer		-125,352	-100%		0	01 Jan 2026	Direct	F1
transaction	PNFP	Depositary Shares	Disposed to Issuer		-6,000	-100%		0	01 Jan 2026	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Richard D. Callicutt II is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On 11:59 p.m. ET on January 1, 2026 (the Effective Time), in accordance with the completion of the transactions contemplated by the Agreement and Plan of Merger (the Merger Agreement), dated as of July 24, 2025, by and among Synovus Financial Corp., a Georgia corporation, Pinnacle Financial Partners, Inc. (Pinnacle), a Tennessee corporation, and Pinnacle Financial Partners, Inc. (f/k/a Steel Newco Inc.), a Georgia corporation (New Pinnacle), and subject to the terms and upon the conditions set forth in the Merger Agreement, each share of common stock of Pinnacle, $1.00 par value per share (Pinnacle Common Stock), was converted into one share of common stock of New Pinnacle, $1.00 par value per share (New Pinnacle Common Stock).
F2	At the Effective Time, each depositary share representing a 1/40th interest in a share of Pinnacle 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value per share, was converted into the right to receive one depositary share representing a 1/40th interest in a share of New Pinnacle 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share.

Content

On 11:59 p.m. ET on January 1, 2026 (the Effective Time), in accordance with the completion of the transactions contemplated by the Agreement and Plan of Merger (the Merger Agreement), dated as of July 24, 2025, by and among Synovus Financial Corp., a Georgia corporation, Pinnacle Financial Partners, Inc. (Pinnacle), a Tennessee corporation, and Pinnacle Financial Partners, Inc. (f/k/a Steel Newco Inc.), a Georgia corporation (New Pinnacle), and subject to the terms and upon the conditions set forth in the Merger Agreement, each share of common stock of Pinnacle, $1.00 par value per share (Pinnacle Common Stock), was converted into one share of common stock of New Pinnacle, $1.00 par value per share (New Pinnacle Common Stock).

At the Effective Time, each depositary share representing a 1/40th interest in a share of Pinnacle 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value per share, was converted into the right to receive one depositary share representing a 1/40th interest in a share of New Pinnacle 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share.