Robert A. Mccabe Jr - Feb 24, 2025 Form 4 Insider Report for PINNACLE FINANCIAL PARTNERS INC (PNFP)

Signature
/s/ Robert A. McCabe, Jr.
Stock symbol
PNFP
Transactions as of
Feb 24, 2025
Transactions value $
-$6,265,478
Form type
4
Date filed
2/26/2025, 05:03 PM
Previous filing
Jan 31, 2025
Next filing
Mar 5, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PNFP PNFP Common Stock Sale -$2.72M -23.9K -19.47% $113.60 99.1K Feb 24, 2025 McCabe Family 2020 GST Exempt Trust F1
transaction PNFP PNFP Common Stock Sale -$1.77M -15.6K -15.7% $114.07 83.5K Feb 24, 2025 McCabe Family 2020 GST Exempt Trust F2
transaction PNFP PNFP Common Stock Sale -$57.8K -500 -0.6% $115.50 83K Feb 24, 2025 McCabe Family 2020 GST Exempt Trust
transaction PNFP PNFP Common Stock Award $0 +38.5K +24.7% $0.00 194K Feb 25, 2025 Direct F3, F4
transaction PNFP PNFP Common Stock Tax liability -$1.71M -15.2K -7.79% $113.02 179K Feb 25, 2025 Direct F5
holding PNFP PNFP Common Stock 32.5K Feb 24, 2025 401K Plan
holding PNFP PNFP Common Stock 2.37K Feb 24, 2025 IRA-Spouse
holding PNFP PNFP Common Stock 2.65K Feb 24, 2025 By Spouse
holding PNFP PNFP Common Stock 159 Feb 24, 2025 By Daughter
holding PNFP PNFP Common Stock 184 Feb 24, 2025 By Daughter
holding PNFP Depositary Shares 20K Feb 24, 2025 Direct F6
holding PNFP Depositary Shares 10K Feb 24, 2025 By Spouse F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported is a weighted average price. These shares were sold in multiple transactions at prices from $112.91 to $113.90. The reporting person undertakes to provide Pinnacle Financial Partners, Inc., any security holder of Pinnacle Financial Partners, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F2 The price reported is a weighted average price. These shares were sold in multiple transactions at prices from $113.91 to $114.785. The reporting person undertakes to provide Pinnacle Financial Partners, Inc., any security holder of Pinnacle Financial Partners, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F3 On January 23, 2020, the reporting person was granted 67,062 performance units eligible to vest at target levels of performance (with vesting of more or less units possible based on the performance) of Pinnacle Financial Partners, Inc. (the "Company") against certain performance metrics on a peer relative basis for 2020, 2021 and 2022 and so long as the ratio of Pinnacle Bank's nonperforming assets to its loans plus other real estate owned ("NPA ratio") at December 31, 2024 was not greater than 3.00%. Based upon the Company's performance for 2020, 2021 and 2022 and the NPA ratio at December 31, 2024, as reflected in the Company's Annual Report on Form 10-K for 2024, the reporting person earned 38,522 performance units, which units vested and were settled in shares of Company common stock. As described in footnote 3, a portion of those 38,522 shares of common stock were retained by the Company to cover withholding taxes owed by the reporting person.
F4 Performance units are settled in shares of common stock on a one-for-one basis. Accordingly, no purchase price was paid for the shares by the reporting person.
F5 Represents shares retained by the Company to cover withholding taxes due upon the vesting of the performance units and issuance of the common shares described in footnote 3.
F6 Each depositary share represents a 1/40th interest in a share of the Issuer's 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value per share. Depositary shares purchased in an underwritten public offering.