Robert A. Mccabe Jr - Apr 15, 2025 Form 4 Insider Report for PINNACLE FINANCIAL PARTNERS INC (PNFP)

Role: CHAIRMAN, Director
Signature: /s/ Robert A. McCabe, Jr.
Stock symbol: PNFP
Transactions as of: Apr 15, 2025
Transactions value $: $0
Form type: 4
Date filed: 4/17/2025, 04:19 PM
Previous 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	+60K	+30.02%	$0.00	260K	Apr 15, 2025	Direct	F1
holding	PNFP	PNFP Common Stock						32.5K	Apr 15, 2025	401K Plan
holding	PNFP	PNFP Common Stock						83K	Apr 15, 2025	McCabe Family 2020 GST Exempt Trust
holding	PNFP	PNFP Common Stock						2.65K	Apr 15, 2025	By Spouse
holding	PNFP	PNFP Common Stock						2.37K	Apr 15, 2025	IRA-Spouse
holding	PNFP	PNFP Common Stock						184	Apr 15, 2025	By Daughter
holding	PNFP	PNFP Common Stock						159	Apr 15, 2025	By Daughter
holding	PNFP	Depositary Shares						10K	Apr 15, 2025	By Spouse	F2
holding	PNFP	Depositary Shares						20K	Apr 15, 2025	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On Jan. 20, 2022, the reporting person was granted 60,000 performance units eligible to vest at target levels of performance (with vesting of less units possible) based on the performance of Pinnacle Financial Partners, Inc. (the Company) against certain performance metrics compared to a peer group for a performance period that commenced Jan. 1, 2022 & ended Dec. 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 & 2024 was not greater than 3.0%. Based on upon the performance of the Company for 2022, 2023 & 2024 and the average of the NPA ratio at December 31, 2022, 2023 & 2024, the reporting person earned 60,000 performance units, which units will settle, unless forfeited in accordance with the terms of the award agreement pursuant to which the units were granted, into a like number of shares of Company common stock in accordance with the terms of the agreement.
F2	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.

Content

On Jan. 20, 2022, the reporting person was granted 60,000 performance units eligible to vest at target levels of performance (with vesting of less units possible) based on the performance of Pinnacle Financial Partners, Inc. (the Company) against certain performance metrics compared to a peer group for a performance period that commenced Jan. 1, 2022 & ended Dec. 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 & 2024 was not greater than 3.0%. Based on upon the performance of the Company for 2022, 2023 & 2024 and the average of the NPA ratio at December 31, 2022, 2023 & 2024, the reporting person earned 60,000 performance units, which units will settle, unless forfeited in accordance with the terms of the award agreement pursuant to which the units were granted, into a like number of shares of Company common stock in accordance with the terms of the agreement.

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.