Pinnacle Financial Partners, Inc.PNFP
Pinnacle Financial Partners, Inc. Stock Compensation Disclosure
Note 14. Equity Compensation
On January 2, 2026, Pinnacle Financial completed the Merger with Synovus. Note 24. Subsequent Event contains additional disclosure relevant to the impact of the Merger on awards outstanding under the equity compensation plans of Pinnacle Financial as of consummation of the Merger. This footnote contains information as of and for the year ended December 31, 2025 prior to completion of the Merger. Pinnacle Financial's Second Amended and Restated 2018 Omnibus Equity Incentive Plan (the "2018 Plan") permits Pinnacle Financial to reissue outstanding awards that are subsequently forfeited, settled in cash, withheld by Pinnacle Financial to cover withholding taxes or expire unexercised and returned to the 2018 Plan. At December 31, 2025, there were approximately 1.4 million shares available for issuance under the 2018 Plan. The 2018 Plan was assumed by New Pinnacle effective upon consummation of the Merger.
Common Stock Options
Upon the acquisition of CapitalMark Bank & Trust (CapitalMark), Pinnacle Financial assumed approximately 858,000 stock options under the CapitalMark Option Plan. No further shares remain available for issuance under the CapitalMark Option Plan. At December 31, 2025, there are no remaining options outstanding under any equity incentive plan of Pinnacle Financial including those that were granted under the CapitalMark Option Plan.
A summary of stock option activity within the equity incentive plans during the year ended December 31, 2023 and information regarding expected vesting, contractual terms remaining, intrinsic values and other matters was as follows:
| Number | Weighted-Average Exercise Price | Weighted-Average Contractual Remaining Term (in years) | Aggregate Intrinsic Value (000's) | ||||||||||||||||||||
| Outstanding at December 31, 2022 | 40,188 | $ | 25.00 | ||||||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
Stock options exercised | (40,188) | 25.00 | |||||||||||||||||||||
| Forfeited | — | — | |||||||||||||||||||||
| Outstanding at December 31, 2023 | — | $ | — | ||||||||||||||||||||
During 2023, the aggregate intrinsic value of stock options exercised under Pinnacle Financial's equity incentive plans was $1.6 million determined using the quoted price of Pinnacle Financial common stock as of the date of option exercise.
There have been no options granted by Pinnacle Financial since 2008. All stock option awards granted by Pinnacle Financial were fully vested during 2013. Stock options granted under the CapitalMark Plan were fully vested at the time of acquisition. As such, there was no impact on the results of operations for stock-based compensation related to stock options for any year in the three-year period ended December 31, 2025, except for the tax impact recorded as a component of income tax expense upon exercise of any then outstanding options.
Restricted Shares
A summary of activity for unvested restricted share awards for the years ended December 31, 2025, 2024, and 2023 follows:
| Number | Grant Date Weighted-Average Cost | ||||||||||
| Unvested at December 31, 2022 | 675,611 | $ | 78.53 | ||||||||
| Shares awarded | 269,025 | 71.84 | |||||||||
| Restrictions lapsed and shares released to team members/directors | (206,956) | 73.17 | |||||||||
| Shares forfeited | (34,281) | 75.84 | |||||||||
| Unvested at December 31, 2023 | 703,399 | $ | 77.68 | ||||||||
| Shares awarded | 261,731 | 86.84 | |||||||||
| Restrictions lapsed and shares released to team members/directors | (229,056) | 73.03 | |||||||||
| Shares forfeited | (30,140) | 80.19 | |||||||||
| Unvested at December 31, 2024 | 705,934 | $ | 82.48 | ||||||||
| Number | Grant Date Weighted-Average Cost | ||||||||||
| Shares awarded | 188,508 | 116.00 | |||||||||
| Restrictions lapsed and shares released to team members/directors | (232,204) | 79.24 | |||||||||
| Shares forfeited | (32,971) | 90.20 | |||||||||
| Unvested at December 31, 2025 | 629,267 | $ | 93.32 | ||||||||
Pinnacle Financial grants restricted share awards to team members and outside directors with time-based vesting criteria. The following tables outline restricted stock grants that were made by grant year, grouped by similar vesting criteria, during the three-year period ended December 31, 2025. The table below reflects the life-to-date activity for these awards as of December 31, 2025:
| Grant year | Group (1) | Vesting period in years | Shares awarded | Restrictions lapsed and shares released to participants | Shares withheld for taxes by participants | Shares forfeited by participants (4) | Shares unvested | ||||||||||||||||||||||||||||||||||
| Time Based Awards | |||||||||||||||||||||||||||||||||||||||||
| 2023 | Team members (2) | 5 | 258,185 | 64,592 | 29,123 | 34,603 | 129,867 | ||||||||||||||||||||||||||||||||||
| 2024 | Team members (2) | 5 | 251,841 | 32,749 | 14,783 | 18,661 | 185,648 | ||||||||||||||||||||||||||||||||||
| 2025 | Team members (2) | 5 | 182,199 | 226 | 131 | 6,879 | 174,963 | ||||||||||||||||||||||||||||||||||
Outside Director Awards (3) | |||||||||||||||||||||||||||||||||||||||||
| 2023 | Outside directors | 1 | 10,840 | 9,167 | 1,673 | — | — | ||||||||||||||||||||||||||||||||||
| 2024 | Outside directors | 1 | 9,890 | 9,890 | — | — | — | ||||||||||||||||||||||||||||||||||
| 2025 | Outside directors | 1 | 6,309 | — | — | — | 6,309 | ||||||||||||||||||||||||||||||||||
(1)Groups include employees (referred to as team members above) and outside directors. When the restricted shares were awarded, a participant received voting rights and forfeitable dividend rights with respect to the shares, but was not able to transfer the shares until the restrictions lapsed. Once the restrictions lapse, the participant is taxed on the value of the award and may elect to sell some shares (or have Pinnacle Financial withhold some shares) to pay the applicable income taxes associated with the award. Alternatively, the recipient can pay the withholding taxes in cash. For time-based vesting restricted share awards, dividends paid on shares for which the forfeiture restrictions did not lapse will be recouped by Pinnacle Financial at the time of termination. For awards to Pinnacle Financial's directors, dividends were placed into escrow until the forfeiture restrictions on such shares lapsed.
(2)The forfeiture restrictions on these restricted share awards were originally scheduled to lapse in equal annual installments on the anniversary date of the grant. The restrictions on these shares lapsed as of the Effective Time of the Merger.
(3)Restricted share awards are issued to the outside members of the board of directors in accordance with their board compensation plan. Restrictions on the restricted shares awarded in 2025 were originally scheduled to lapse on March 1, 2026 based on each individual board member meeting attendance goals for the various board and board committee meetings to which each member was scheduled to attend. The restrictions on these shares lapsed as of the Effective Time of the Merger.
(4)These shares represent forfeitures resulting from recipients whose employment or board membership was terminated during the life-to-date period ended December 31, 2025. Any dividends paid on shares for which the forfeiture restrictions did not lapse were recouped by Pinnacle Financial at the time of termination or were distributed from escrow, as applicable.
Compensation expense associated with the time-based vesting restricted share awards is recognized over the time period that the restrictions associated with the awards lapse on a straight-line basis based on the total cost of the award.
Restricted Stock Unit Awards
A summary of activity for unvested restricted stock unit awards for the years ended December 31, 2025, 2024, and 2023 follows:
| Number | Grant Date Weighted-Average Cost | ||||||||||
| Unvested at December 31, 2022 | 73,983 | $ | 88.21 | ||||||||
| Restricted stock units awarded | 70,716 | 70.25 | |||||||||
| Restrictions lapsed and underlying shares released to team members | (34,465) | 83.75 | |||||||||
| Restricted stock units forfeited | (7,357) | 78.83 | |||||||||
| Unvested at December 31, 2023 | 102,877 | $ | 78.03 | ||||||||
| Restricted stock units awarded | 57,612 | 83.87 | |||||||||
| Restrictions lapsed and underlying shares released to team members | (49,280) | 78.54 | |||||||||
| Restricted stock units forfeited | (1,239) | 80.23 | |||||||||
| Unvested at December 31, 2024 | 109,970 | $ | 80.84 | ||||||||
| Restricted stock units awarded | 321,515 | 100.23 | |||||||||
| Restrictions lapsed and underlying shares released to team members | (51,625) | 82.93 | |||||||||
| Restricted stock units forfeited | (3,998) | 89.47 | |||||||||
| Unvested at December 31, 2025 | 375,862 | $ | 97.05 | ||||||||
Pinnacle Financial grants restricted stock units to its Named Executive Officers (NEOs) and leadership team members with time-based vesting criteria. Compensation expense associated with time-based vesting restricted stock unit awards is recognized over the time period that the restrictions associated with the awards lapse on a straight-line basis based on the total cost of the award. The following table outlines restricted stock unit grants that were made, grouped by similar vesting criteria, during the three-year period ended December 31, 2025. The table reflects the life-to-date activity as of December 31, 2025 for these awards:
| Grant year | Vesting period in years | Shares awarded(2) | Restrictions lapsed and shares released to participants | Shares withheld for taxes by participants | Shares forfeited by participants (1) | Shares unvested | ||||||||||||||
| 2023 | 3 | 70,716 | 30,504 | 14,501 | 5,500 | 20,211 | ||||||||||||||
| 2024 | 3 | 57,612 | 12,747 | 6,746 | 2,873 | 35,246 | ||||||||||||||
| 2025 | 3 | 321,515 | 28 | 11 | 1,071 | 320,405 | ||||||||||||||
(1)These shares represent forfeitures resulting from recipients whose employment was terminated during the life-to-date period ended December 31, 2025. Dividend equivalents are held in escrow for award recipients for dividends paid prior to the forfeiture restrictions lapsing. Such dividend equivalents were not released from escrow for the portion of an award that was forfeited.
(2)Outstanding RSUs granted in 2023 and 2024 and 38,564 of the outstanding RSUs granted in 2025 vested as of the Effective Time of the Merger.
Performance Stock Unit Awards
The following table details the performance stock unit awards outstanding at December 31, 2025:
| Grant year | Units Awarded | Applicable performance periods associated with each tranche (fiscal year) | Service period per tranche (in years) | Subsequent holding period per tranche (in years) | Period in which units to be settled into shares of common stock (2) | ||||||||||||||||||||||||
Named Executive Officers (NEOs) (1) | Leadership Team other than NEOs | ||||||||||||||||||||||||||||
| 2025 | 50,887 | — | 122,123 | 41,005 | 2025-2027 | 0 | 0 | 2028 | |||||||||||||||||||||
| 2024 | 80,211 | — | 192,499 | 53,710 | 2024-2026 | 0 | 0 | 2027 | |||||||||||||||||||||
| 2023 | 103,136 | — | 247,515 | 61,673 | 2023-2025 | 0 | 0 | 2026 | |||||||||||||||||||||
(1)The NEOs were awarded a range of awards that generally could be earned based on attainment of goals between a target level of performance and a maximum level of performance.
(2)Performance stock unit awards granted in or after 2023, if earned, were originally scheduled to be settled in shares of Pinnacle Financial common stock in the period noted in the table, if the performance criterion included in the applicable performance unit award agreement are met. At the Effective Time of the Merger, all then outstanding performance units became fully vested at the maximum payout level.
During the years ended December 31, 2025, 2024 and 2023, the restrictions associated with 480,036, 435,863 and 112,561 performance stock unit awards, respectively, granted in prior years lapsed, based on the terms of the applicable award agreement and approval by Pinnacle Financial's Human Resources and Compensation Committee, and were settled into shares of Pinnacle Financial common stock with 180,471, 158,112 and 39,139 shares, respectively, being withheld to pay the taxes associated with the settlement of those shares.
Additionally, during the year ended December 31, 2025, no performance stock unit awards were forfeited. During the years ended 2024 and 2023, 43,177 and 9,967 shares granted in prior years were forfeited due to the failure to reach performance targets as defined in the associated performance stock unit award agreements.
A summary of stock compensation expense, net of the impact of income taxes, related to restricted share awards, restricted stock unit awards and performance stock unit awards for each year in the three-year period ended December 31, 2025, follows (in thousands):
| 2025 | 2024 | 2023 | |||||||||||||||
| Restricted stock expense | $ | 43,626 | $ | 40,934 | $ | 41,879 | |||||||||||
Income tax benefit (1) | 10,907 | 10,234 | 10,470 | ||||||||||||||
| Restricted stock expense, net of income tax benefit | $ | 32,719 | $ | 30,700 | $ | 31,409 | |||||||||||
(1) Income tax benefit shown at statutory tax rate for each period presented. A portion of the restricted stock expense associated with awards to NEOs may be disallowed based on Federal income tax regulations.
As of December 31, 2025, compensation cost related to unvested restricted share awards, restricted stock unit awards and performance stock unit awards not yet recognized was $95.5 million. At December 31, 2025, this expense was expected to be recognized over a weighted-average period of 1.94 years.About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.