Richard D. Callicutt II - Apr 15, 2025 Form 4 Insider Report for PINNACLE FINANCIAL PARTNERS INC (PNFP)

Signature
/s/ Richard D. Callicut, II
Stock symbol
PNFP
Transactions as of
Apr 15, 2025
Transactions value $
$0
Form type
4
Date filed
4/17/2025, 04:22 PM
Previous filing
Mar 12, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PNFP PNFP Common Stock Award $0 +40K +55.39% $0.00 112K Apr 15, 2025 Direct F1, F2
holding PNFP Depositary Shares 6K Apr 15, 2025 Direct F2, F3
* 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 40,000 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 40,000 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 Certain shares of Pinnacle Financial Partners, Inc. common stock were 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 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.