Jennifer Spinks Upshaw - 14 Jan 2026 Form 4 Insider Report for Pinnacle Financial Partners, Inc.

Role: Chief Administrative Officer
Signature: /s/ Mary Maurice Young
Issuer symbol: PNFP, PNFP-PA, PNFP-PB, PNFP-PC on NYSE
Transactions as of: 14 Jan 2026
Net transactions value: $0
Form type: 4
Filing time: 16 Jan 2026, 16:06:44 UTC
Previous filing: 05 Jan 2026
Next filing: 18 Feb 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Upshaw Jennifer Spinks	Chief Administrative Officer	3400 OVERTON PARK DR. SE, ATLANTA	/s/ Mary Maurice Young	16 Jan 2026	0002102090

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PNFP	Common Stock						13,039	14 Jan 2026	Direct
holding	PNFP	Common Stock						1,667	14 Jan 2026	By Spouse

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PNFP	Performance Stock Units	Award	$0	+5,102		$0.000000	5,102	14 Jan 2026	Common Stock	5,102		Direct	F1
transaction	PNFP	Restricted Stock Units	Award	$0	+2,187		$0.000000	2,187	14 Jan 2026	Common Stock	2,187		Direct	F2
transaction	PNFP	Restricted Stock Units	Award	$0	+10,412		$0.000000	10,412	14 Jan 2026	Common Stock	10,412		Direct	F3

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

Explanation of Responses:

Id	Content
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.