M. TERRY TURNER - 01 Jan 2026 Form 4 Insider Report for Pinnacle Financial Partners, Inc.

Signature
/s/ Mary Maurice Young
Issuer symbol
PNFP, PNFP-PA, PNFP-PB, PNFP-PC on NYSE
Transactions as of
01 Jan 2026
Net transactions value
-$8,010,051
Form type
4
Filing time
05 Jan 2026, 17:49:25 UTC
Previous filing
29 Dec 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
TURNER M TERRY Director, Chair of the Board 3400 OVERTON PARK DR. SE, ATLANTA /s/ Mary Maurice Young 05 Jan 2026 0001248768

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PNFP Common Stock Award +536,640 536,640 01 Jan 2026 Direct F1, F2
transaction PNFP Common Stock Tax liability $8,010,051 -83,954 -16% $95.41 452,686 01 Jan 2026 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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 performance stock unit ("PSU") and restricted stock unit ("RSU") of Pinnacle, respectively, was converted into the right to receive a number of shares of New Pinnacle Common Stock equal to the number of shares of Pinnacle Common Stock subject to such PSU (based on maximum performance) and RSU, respectively, immediately prior to the Effective Time and an amount of cash equal to the amount of all dividend equivalents accrued by unpaid as of the Effective Time with respect to such award.
F3 These shares were withheld upon the vesting of performance stock units and restricted stock unites to pay tax withholding obligations.