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Stock Options, Restricted Shares and Restricted Share Units (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

A summary of stock option activity within the equity incentive plans during the years ended December 31, 2023 and 2022 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, 2021			56,147						$	24.51
Granted			—						—
Stock options exercised			(15,959)						23.28
Forfeited			—						—
Outstanding at December 31, 2022			40,188						$	25.00
Granted			—						—
Stock options exercised			(40,188)						25.00
Forfeited			—						—
Outstanding at December 31, 2023			—						$	—

.

Summary of Activity for Unvested Restricted Share Awards

A summary of activity for unvested restricted share awards for the years ended December 31, 2024, 2023, and 2022 follows:

			Number						Grant Date Weighted-Average Cost
Unvested at December 31, 2021			613,335						$	64.93
Shares awarded			286,445						98.06
Restrictions lapsed and shares released to associates/directors			(188,394)						64.53
Shares forfeited			(35,775)						75.35
Unvested at December 31, 2022			675,611						$	78.53
Shares awarded			269,025						71.84
Restrictions lapsed and shares released to associates/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 associates/directors			(229,056)						73.03
Shares forfeited			(30,140)						80.19
Unvested at December 31, 2024			705,934						$	82.48

Pinnacle Financial grants restricted share awards to associates (including certain members of executive management) 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, 2024. The table below reflects the life-to-date activity for these awards:

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
2022						Associates (2)			3			—			5						276,965						73,027						30,684						23,319						149,935
2023						Associates (2)			3			—			5						258,185						33,379						14,503						26,587						183,716
2024						Associates (2)			3			—			5						251,841						253						154						7,538						243,896
Outside Director Awards (3)
2022						Outside directors			1												9,480						7,740						1,740						—						—
2023						Outside directors			1												10,840						9,167						1,673						—						—
2024						Outside directors			1												9,890						—						—						—						9,890

(1)Groups include employees (referred to as associates above) and outside directors. When the restricted shares are awarded, a participant receives voting rights and forfeitable dividend rights with respect to the shares, but is not able to transfer the shares until the restrictions have 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 do not lapse will be recouped by Pinnacle Financial at the time of termination. For awards to Pinnacle Financial's directors, dividends are placed into escrow until the forfeiture restrictions on such shares lapse.

(2)The forfeiture restrictions on these restricted share awards lapse in equal annual installments on the anniversary date of the grant.

(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 2024 lapse on March 1, 2025 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.

(4)These shares represent forfeitures resulting from recipients whose employment or board membership was terminated during the life-to-date period ended December 31, 2024. Any dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination or will not be distributed from escrow, as applicable.

Restricted Share Unit Awards Outstanding

Restricted Stock Unit Awards

A summary of activity for unvested restricted stock unit awards for the years ended December 31, 2024, 2023, and 2022 follows:

			Number						Grant Date Weighted-Average Cost
Unvested at December 31, 2021			56,368						$	71.22
Restricted stock units awarded			38,133						104.80
Restrictions lapsed and underlying shares released to associates			(18,897)						71.24
Restricted stock units forfeited			(1,621)						85.50
Unvested at December 31, 2022			73,983						$	88.21
Restricted stock units awarded			70,716						70.25
Restrictions lapsed and underlying shares released to associates			(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 associates			(49,280)						78.54
Restricted stock units forfeited			(1,239)						80.23
Unvested at December 31, 2024			109,970						$	80.84

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, 2024. The table reflects the life-to-date activity for these awards:

Grant year			Vesting period in years			Shares awarded			Restrictions lapsed and shares released to participants			Shares withheld for taxes by participants			Shares forfeited by participants (1)			Shares unvested
2022			3			38,133			16,768			7,710			2,433			11,222
2023			3			70,716			16,710			7,392			4,877			41,737
2024			3			57,612			24			8			569			57,011

(1)These shares represent forfeitures resulting from recipients whose employment was terminated during the life-to-date period ended December 31, 2024. Dividend equivalents are held in escrow for award recipients for dividends paid prior to the forfeiture restrictions lapsing. Such dividend equivalents are not released from escrow for the portion of an award that is forfeited.

Performance Stock Unit Awards

The following table details the performance stock unit awards outstanding at December 31, 2024:

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
2024						80,211			—			192,499			53,710			2024-2026			0			0			2027
2023						103,136			—			247,515			61,673			2023-2025			0			0			2026
2022						56,465			—			135,514			32,320			2022-2024			0			0			2025
2022						—			—			230,000			—			2022-2024			0			1			2026
2020						136,137			—			204,220			59,648			2020			2			3			2025
																		2021			2			2			2025
																		2022			2			1			2025

(1)The named executive officers are awarded a range of awards that generally may be earned based on attainment of goals between a target level of performance and a maximum level of performance. The 230,000 performance units awarded to the NEOs in 2022 may be earned based on target level performance and do not include maximum level payout.

(2)Performance stock unit awards granted in or after 2022, if earned, will 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. Performance stock unit awards granted in 2020, to the extent earned, will be settled into shares of Pinnacle Financial Common Stock effective upon the filing of the Annual Report on Form 10-K in which these notes appear.

Schedule of Share Based Compensation Expense

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, 2024, follows (in thousands):

			2024						2023						2022
Restricted stock expense			$	40,934					$	41,879					$	39,552
Income tax benefit (1)			10,234						10,470						10,339
Restricted stock expense, net of income tax benefit			$	30,700					$	31,409					$	29,213

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Tabular disclosure of the changes in outstanding nonvested restricted stock units.

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Tabular disclosure of activity for award under share-based payment arrangement. Includes, but is not limited to, outstanding award at beginning and end of year, granted, exercised, forfeited, and weighted-average grant date fair value.

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Tabular disclosure of the number and weighted-average exercise prices (or conversion ratios) for stock options and stock appreciation rights that were outstanding at the beginning and end of the year, exercisable at the end of the year, and the number of stock options and stock appreciation rights that were granted, exercised or converted, forfeited, and expired during the year.

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