Harold R. Carpenter - Feb 25, 2025 Form 4 Insider Report for PINNACLE FINANCIAL PARTNERS INC (PNFP)

Role
EVP & CFO
Signature
/s/ Harold R. Carpenter
Stock symbol
PNFP
Transactions as of
Feb 25, 2025
Transactions value $
-$550,633
Form type
4
Date filed
2/27/2025, 04:27 PM
Previous filing
Jan 31, 2025
Next filing
Mar 12, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PNFP PNFP Common Stock Award $0 +11.5K +18.61% $0.00 73.1K Feb 25, 2025 Direct F1, F2, F3
transaction PNFP PNFP Common Stock Tax liability -$551K -4.87K -6.66% $113.02 68.3K Feb 25, 2025 Direct F4
holding PNFP PNFP Common Stock 13.5K Feb 25, 2025 401(k)
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On January 23, 2020, the reporting person was granted 21,548 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 compared to peers 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 12,377 performance units, which units vested and were settled in 12,377 shares of Company common stock. As described in footnote 3, a portion of those 12,377 shares of common stock were retained by the Company to cover withholding taxes owed by the reporting person.
F2 Following the share withholding noted in footnote 4 above, 904 shares of Pinnacle Financial Partners, Inc. common stock was transferred to the reporting person's former spouse pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his former spouse.
F3 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.
F4 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 1.