Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)



2023 Equity Awards. Effective January 19, 2023, the Human Resources and
Compensation Committee (the "Committee") of the Board of Directors of Pinnacle
Financial Partners, Inc. (the "Company") granted time-based restricted share
units ("Restricted Share Units") and performance-based restricted share units
("Performance Units") under the Company's Amended and Restated 2018 Omnibus
Equity Incentive Plan (the "Plan") to those employees that are expected to be
identified as the Company's "Named Executive Officers" in the Company's proxy
statement for its 2023 annual meeting of shareholders (the "Named Executive
Officers"), which will entitle the Named Executive Officers to earn the
following number of shares of the Company's common stock, par value $1.00 per
share ("Common Stock"), at target and maximum levels of performance over a
three-year performance period in the case of the Performance Units and a
three-year pro rata vesting period in the case of the Restricted Share Units:
                                       Restricted Share Units -               Performance Units -                         Performance Units -
Employee                                   Number of Shares                 Target Number of Shares                    Maximum Number of Shares*
M. Terry Turner                                     14,520                               33,880                                       81,310
Robert A. McCabe, Jr.                               13,794                               32,186                                       77,245
Richard D. Callicutt, II                             5,467                               12,755                                       30,611
Hugh M. Queener                                      3,844                                8,968                                       21,524
Harold R. Carpenter                                  3,951                                9,218                                       22,121

* Includes a full 20% upward adjustment for the Relative TSR Modifier (as defined below).



2023 Restricted Share Unit Awards. Effective January 19, 2023, the Committee
adopted and approved the form of Restricted Share Unit Award Agreement (the "RSU
Award Agreement"), pursuant to which the Restricted Share Units disclosed above
were granted to the Named Executive Officers. The Restricted Share Units vest
ratably over three (3) years from January 19, 2023 (each such date, a "RSU
Vesting Date"), and will be settled when vested in a like number of shares of
Common Stock, less any shares withheld to cover the Named Executive Officer's
tax obligations with respect to such shares.

In the event that a Named Executive Officer's employment terminates by reason of
retirement, with the prior approval of the Committee, or its designee, the Named
Executive Officer will be entitled to receive a pro rata portion of the
Restricted Share Units that were scheduled to vest on the next RSU Vesting Date
immediately following the retirement based on the number of days worked since
the most recent RSU Vesting Date or the date of grant if no RSU Vesting Date had
yet occurred. In the event that a Named Executive Officer's employment
terminates by reason of death or disability, all then unvested and outstanding
Restricted Share Units shall be deemed vested. In the event that a Named
Executive Officer's employment is terminated other than for death, disability or
retirement, unless otherwise determined by the Committee, the Named Executive
Officer shall forfeit all Restricted Share Units for which the forfeiture
restrictions have not lapsed prior to the date of such termination.

No Named Executive Officer shall have voting rights with respect to the
Restricted Share Units prior to such units' settlement, if any, into shares of
Common Stock. The Restricted Share Units may not be assigned, transferred,
pledged, hypothecated or otherwise encumbered or disposed of prior to the date
the forfeiture restrictions with respect to such units have lapsed, if at all.

Any dividends paid by the Company on shares of Common Stock while the Restricted
Share Units remain unvested shall accrue for the benefit of the Named Executive
Officers but shall not be paid to the Named Executive Officers until such time
as the shares of Common Stock issuable in settlement of such Restricted Share
Units, if any, shall be issued (and then only to the extent that the dividends
are attributable to such shares).

In the event that a Change in Control (as defined in the Plan) occurs, all then
unvested and outstanding Restricted Share Units shall vest immediately prior to
the consummation of such Change in Control. Such Restricted Share Units shall be
settled in a like number of shares of Common Stock, less any shares withheld to
cover the Named Executive Officer's tax obligations with respect to such shares,
that shall not be subject to any further forfeiture restrictions.

The foregoing summary of the RSU Award Agreements is qualified in its entirety
by reference to the form of RSU Award Agreement, a copy of which is filed
herewith as Exhibit 10.1 and is incorporated herein by reference, and to the
Plan, which is attached as an appendix to the proxy statement for the Company's
2021 Annual Meeting of Shareholders.



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2023 Performance Unit Awards. Effective January 19, 2023, the Committee adopted
and approved the form of Named Executive Officer Performance Unit Award
Agreement (the "2023 PSU Award Agreement"), pursuant to which the Performance
Units disclosed above were granted to the Named Executive Officers. Pursuant to
the terms of the 2023 PSU Award Agreements, the Performance Units will be
earned, if at all, based on the Company's performance over the three year
performance period ending December 31, 2025 (the "Performance Period") for
average return on average tangible common equity for each of the fiscal years in
the Performance Period ("ROATCE") and tangible book value per share plus
dividends accretion for the Performance Period ("TBV Accretion") (in each case,
which may be adjusted for the impact of items described in more detail in the
2023 PSU Award Agreement) measured against ROATCE ("Relative ROATCE") and TBV
Accretion ("Relative TBV Accretion") for a group of peer companies over the same
Performance Period, and as such earned units may be adjusted positively or
negatively by up to 20% based on the Company's Total Shareholder Return
performance against the KBW Regional Bank Index over the period from January 19,
2023 through January 22, 2026 (the "Relative TSR Modifier"). Such Performance
Units will be settled, if earned, in a like number of shares of Common Stock
following certification of the Company's results compared to the peer companies
in the peer group and determination by the Committee subsequent to the
Performance Period that the average ratio of Pinnacle Bank's nonperforming
assets to its loans plus other real estate owned ("NPA Ratio") as of each of the
three years ended December 31, 2023, 2024 and 2025 is less than or equal to the
targeted NPA Ratio established by the Committee and described in the 2023 PSU
Award Agreement.

All Performance Units that are earned under the 2023 PSU Award Agreements will
be settled in a like number of shares of Common Stock, less any shares withheld
to cover the Named Executive Officer's tax obligations with respect to such
shares, as soon as practicable following the Committee's certification of the
Company's results compared to the peer companies in the peer group. In the event
that a Named Executive Officer's employment terminates by reason of retirement
prior to December 31, 2025, the Named Executive Officer shall be entitled to
receive the number of Performance Units that the Named Executive Officer would
have earned had his employment not so terminated based on a pro rata calculation
of the number of days the Named Executive Officer was employed during the
Performance Period. In the event that a Named Executive Officer's employment is
terminated by reason of death or disability prior to December 31, 2025, the
Named Executive Officer (or his estate or heirs) shall be entitled to receive
the greater of (a) the number of Performance Units that the Committee
determines, based on the Company's performance during the portion of the
Performance Period ending on the last day of the fiscal quarter preceding such
termination, and (b) the number of Performance Units that the Named Executive
Officer would earn based on target level of performance. In the event that a
Named Executive Officer's employment is terminated other than for death,
disability or retirement, the Named Executive Officer, unless otherwise
determined by the Committee, shall forfeit all Performance Units granted under
the 2023 PSU Award Agreement.

If the NPA Ratio is above the targeted ratio, the Performance Units granted
under the 2023 PSU Award Agreement will be immediately forfeited following the
determination of such ratio by the Committee and the Named Executive Officer
will have no further rights with respect to such Performance Units or the
underlying shares of Common Stock (including any dividends attributable
thereto); provided, however, that if the Committee determines that an event has
occurred which is outside the ordinary course and has impacted the NPA Ratio,
the Committee will have the right to increase or decrease the vesting target to
reflect such event for purposes of determining whether shares of Common Stock
shall be issuable in settlement of such Performance Units otherwise earned.

No Named Executive Officer shall have voting rights with respect to the
Performance Units granted under the 2023 PSU Award Agreement prior to such
units' settlement, if any, into shares of Common Stock. The Performance Units
granted under the 2023 PSU Award Agreements may not be assigned, transferred,
pledged, hypothecated or otherwise encumbered or disposed of other than by the
laws of descent and distribution prior to the date the forfeiture restrictions
with respect to such units have lapsed (including the achievement of the NPA
Ratio), if at all.

Any dividends paid by the Company on shares of Common Stock while the
Performance Units granted under the 2023 PSU Award Agreements remain outstanding
shall accrue for the benefit of the Named Executive Officers but shall not be
paid to the Named Executive Officers until such time as the shares of Common
Stock issuable in settlement of such Performance Units, if any, shall be issued
(and then only to the extent that the dividends are attributable to such
shares).

In the event that a Change in Control (as defined in the Plan) occurs prior to
December 31, 2025, the Committee shall determine, based on the Company's
performance during the portion of the Performance Period ending on the last day
of the fiscal quarter immediately preceding the Change in Control, the number of
Performance Units that would be expected to be earned by a Named Executive
Officer over the entire Performance Period and the Named Executive Officer will
be vested in the greater of such number of Performance Units and the number of
Performance Units that the Named Executive Officer would earn based on target
level of performance. Such Performance Units shall be settled in a like number
of shares of Common Stock, less any shares withheld to cover the Named Executive
Officer's tax obligations with respect to such shares, that shall not be subject
to any further forfeiture restrictions.


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The foregoing summary of the 2023 PSU Award Agreements is qualified in its
entirety by reference to the form of 2023 PSU Award Agreement, a copy of which
is filed herewith as Exhibit 10.2 and is incorporated herein by reference, and
to the Plan, which is attached as an appendix to the proxy statement for the
Company's 2021 Annual Meeting of Shareholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

10.1 Form of 2023 Restricted Share Unit Award Agreement

10.2 Form of Named Executive Officers 202 3 Performance Unit Award Agreement

10.3 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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