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Pinnacle Financial Partners, Inc.

For the period ended May 21, 2026. Filed Apr 9, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2026 · Filed Apr 9, 2026

PNFP$100.64-0.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

PINNACLE FINANCIAL PARTNERS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 9, 2026

Dear Fellow Shareholder:

On behalf of our Board of Directors, you are cordially invited to attend the 2026 Annual Meeting of Shareholders, which will be held virtually on Thursday, May 21, 2026, at 10:00 a.m., Eastern Time. You are receiving this invitation and this Proxy Statement as a shareholder of record as of March 26, 2026.

The 2026 Annual Meeting of Shareholders will be the first opportunity for our shareholders to meet after the merger of Pinnacle Financial Partners, Inc., a Tennessee corporation ("Legacy Pinnacle"), and Synovus Financial Corp., a Georgia corporation ("Synovus"), with and into the Company on January 1, 2026 (the "Merger"). More information about the Merger is available in the respective Form 10-K filings for each of Legacy Pinnacle and Synovus that accompany these proxy materials. We look forward to meeting with our shareholders following this important transaction so we can share our perspective on the combined company and the opportunities ahead as we build the Southeast’s highest-performing regional bank.

As we execute the Merger and its integration alongside our broader strategic initiatives, we remain committed to the long-standing belief shared by both organizations that strong companies are built by serving the communities where they operate. That commitment has guided how we invest in our team members, support local economies, and contribute to the strength of the markets we serve. Over the past year, we continued making meaningful workforce investments and maintained strong governance across our companies, driven by our long-standing commitment to responsible corporate citizenship and stewardship of the legacies we are carrying forward. While the external environment will continue to evolve, our focus remains unchanged: doing the right thing for our team members, clients, and communities because we believe that approach ultimately produces the strongest long-term results for shareholders.

This year's meeting will be completely virtual, conducted via live webcast. You will be able to vote your shares electronically and submit questions during the meeting by visitingwww.virtualshareholdermeeting.com/PNFP2026. Details regarding how to attend the meeting online and the business to be conducted are more fully described in the accompanying Notice of the 2026 Annual Meeting of Shareholders.

We are providing proxy materials to our shareholders primarily through the Internet. We believe this process contributes to our efficiency and sustainability efforts while offering our shareholders a convenient way to access important information about the matters on which we will vote at the Meeting.

Your vote is important to us. Even if you plan to attend the meeting virtually, we encourage you to vote your shares in advance by following the voting instructions provided.

We look forward to continuing to deliver value to our clients, shareholders, and communities. We are grateful for your continued support of our Board and Pinnacle Financial Partners.

Sincerely,

M. Terry TurnerCHAIRKevin S. BlairCHIEF EXECUTIVE OFFICER AND PRESIDENT

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 21, 2026

The annual meeting of shareholders (the “Meeting”) of Pinnacle Financial Partners, Inc. (the “Company”) will be held virtually on May 21, 2026, at 10:00 a.m., Eastern Time for the following purposes:

1.To elect 15 persons to serve as directors for a term of one year and until the due election and qualification of their successors;
2.To approve the Pinnacle Financial Partners, Inc. 2026 Omnibus Plan;
3.To hold an advisory vote on the compensation of the Company's named executive officers (Say on Pay proposal);
4.To hold an advisory vote on the frequency of the advisory vote on executive compensation;
5.To ratify the appointment of KPMG LLP ("KPMG") as the Company’s independent auditor for the year 2026; and
6.To transact any other business as may properly come before the Meeting or any adjournment thereof.

The Board of Directors has set the close of business on March 26, 2026 as the record date (the “Record Date”) for determining the common shareholders who are entitled to notice of, and to vote at, the Meeting.

We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to many of our common shareholders instead of paper copies of our Proxy Statement and our Annual Report. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how common shareholders can receive a paper copy of our proxy materials, including the Proxy Statement, the 2025 Annual Report (which includes the Form 10-Ks for the year ended December 31, 2025 for each of Legacy Pinnacle and Synovus), and proxy card.

We will host the Meeting via webcast. If you were a shareholder of record on March 26, 2026, or you hold a valid proxy for the Meeting, you may attend virtually atwww.virtualshareholdermeeting.com/PNFP2026 and vote online at the Meeting. Detailed instructions on how to attend and participate via the Internet are provided below.

We hope that you will be able to attend the Meeting. We ask, however, whether or not you plan to attend the Meeting, that you vote as soon as possible. Prompt voting will help ensure that the greatest number of common shareholders are present whether in person virtually or by proxy. You may vote in one of the following ways:

  1. Call 1-800-690-6903 and follow the recorded instructions. You will need to enter the 16-digit control number that appears on your proxy card;

  2. Visitwww.proxyvote.com and enter the 16-digit control number that appears on your proxy card;

  3. Mark, sign, date, and promptly return the enclosed proxy card in the postage-paid envelope provided; or

  4. Vote at the meeting by visitingwww.virtualshareholdermeeting.com/PNFP2026 and entering the 16-digit control number that appears on your proxy card, your Notice, or the instructions included with your proxy materials. If you attend the Meeting in person virtually, you may revoke your proxy at the Meeting and vote your shares in person virtually. You also may revoke your proxy at any time before the proxy is exercised and voted. Should you desire to revoke your proxy, you may do so as provided in the accompanying Proxy Statement.

By Order of the Board of Directors,

Mary Maurice Young

CORPORATE SECRETARY

ATLANTA, GEORGIA

APRIL 9, 2026

TABLE OF CONTENTS
RECOMMENDATION:
Proxy Statement Summary1
Important Meeting and Voting Information2
Corporate Governance4
Proposal #1: Election of Directors21
Proposal #2: Approval of Pinnacle Financial Partners, Inc.'s 2026 Omnibus Plan30
Proposal #3: Advisory Vote on Compensation of the Company’s Named Executive Officers37
Proposal #4: Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation39
Proposal #5: Ratification of the Appointment of the Independent Auditor40
Information About Our Executive Officers41
Security Ownership of Certain Beneficial Owners and Management43
Certain Relationships and Related Transactions46
Independent Auditor47
Report of the Audit Committee48
General Information49
Appendix A: Director Independence StandardsA-1
Appendix B: 2026 Omnibus PlanB-1
Appendix C-1: Legacy Pinnacle Executive CompensationC-1
Appendix C-2: Synovus Executive CompensationC-39
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.