Director Thompson G Kennedy returned 20,000 units of Depositary Shares to the company and returned 35,372 units of PNFP Common Stock to the company, closing all direct ownership in the company (SEC Form 4)
$PNFP
Major Banks
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PINNACLE FINANCIAL PARTNERS INC [ PNFP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/01/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| PNFP Common Stock | 01/01/2026 | D(1) | 33,372 | D | (1) | 0 | D | |||
| PNFP Common Stock | 01/01/2026 | D(1) | 2,000 | D | (1) | 0 | I | By Spouse | ||
| Depositary Shares | 01/02/2026 | D(2) | 20,000 | D | (2) | 0 | I | By Spouse | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. 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). |
| 2. 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. |
| Remarks: |
| /s/ G. Kennedy Thompson | 01/02/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||