Robert A. Mccabe Jr - Mar 11, 2025 Form 4 Insider Report for PINNACLE FINANCIAL PARTNERS INC (PNFP)

Signature
/s/ Robert A. McCabe, Jr.
Stock symbol
PNFP
Transactions as of
Mar 11, 2025
Transactions value $
-$1,324,871
Form type
4
Date filed
3/12/2025, 10:43 AM
Previous filing
Mar 5, 2025
Next filing
Apr 17, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PNFP PNFP Common Stock Award $0 +33.9K +18.88% $0.00 213K Mar 11, 2025 Direct F1, F2
transaction PNFP PNFP Common Stock Tax liability -$1.32M -13.3K -6.25% $99.42 200K Mar 11, 2025 Direct F3
holding PNFP PNFP Common Stock 83K Mar 11, 2025 McCabe Family 2020 GST Exempt Trust
holding PNFP PNFP Common Stock 32.5K Mar 11, 2025 401K Plan
holding PNFP PNFP Common Stock 2.37K Mar 11, 2025 IRA-Spouse
holding PNFP PNFP Common Stock 2.65K Mar 11, 2025 By Spouse
holding PNFP PNFP Common Stock 184 Mar 11, 2025 By Daughter
holding PNFP PNFP Common Stock 159 Mar 11, 2025 By Daughter
holding PNFP Depositary Shares 20K Mar 11, 2025 Direct F4
holding PNFP Depositary Shares 10K Mar 11, 2025 By Spouse F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On January 20, 2022, the reporting person was granted 44,883 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 a performance period commencing January 1, 2022 and ended December 31, 2024 and so long as the average of the ratio of Pinnacle Bank's nonperforming assets to its loans plus other real estate owned (NPA ratio) at December 31, 2022, 2023 and 2024 was not greater than 3.00%. Based upon the performance of the Company for 2022, 2023 and 2024 and the average of the NPA ratio at December 31, 2022, 2023 and 2024 as well as total shareholder return for the Company for the period from January 20, 2022 through January 23, 2025, the reporting person earned 33,863 performance units, which units vested and were settled in shares of Company common stock.
F2 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.
F3 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.
F4 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.