Pinnacle Financial Partners, Inc.

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

About this filing

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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Contents

Proxy Statement Summary

The Meeting will be held virtually viawww.virtualshareholdermeeting.com/PNFP2026 on Thursday, 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 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 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 close of business on March 26, 2026 is the record date (the “Record Date”) for the determination of common shareholders entitled to notice of, and to vote at, the Meeting. We first mailed the Notice to our common shareholders on or about April 9, 2026.

As of the close of business on the Record Date, the Company had 151,089,045 issued and outstanding shares of common stock, $1.00 par value per share (the “Common Stock”), 8,000,000 issued and outstanding shares of the Company's fixed-to-floating rate non-cumulative perpetual preferred stock, Series A ("Series A Preferred Stock"), 14,000,000 issued and outstanding shares of the Company's fixed-rate reset non-cumulative perpetual preferred stock, Series B ("Series B Preferred Stock"), and 225,000 issued and outstanding shares of the Company’s 6.75% fixed rate, non-cumulative perpetual preferred stock, Series C (the "Series C Preferred Stock"). Each issued and outstanding share of Common Stock is entitled to one vote on all matters properly presented at the Meeting. The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock are not entitled to vote on any of the matters to be presented at the Meeting, nor are the depositary shares we have issued that relate to the Series C Preferred Stock.

2026 Proxy Statement 1

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.