Form 4: Pinnacle Financial CEO Sells Shares for Tax Obligations

Pinnacle Financial Partners CEO M. Terry Turner disposed of 23,610 shares of common stock to cover tax liabilities related to performance unit settlement.

Summary

• M. Terry Turner, CEO and Director of Pinnacle Financial Partners Inc. (PNFP), reported a transaction on December 26, 2025.
• 23,610 shares of PNFP Common Stock were disposed of at a price of $101.3 per share.
• This disposition was made to cover withholding taxes due upon the settlement of 30,000 performance units.
• The performance units were granted on January 20, 2022, and their performance criteria had been satisfied, leading to their settlement into common stock.
• Following this transaction, M. Terry Turner directly owns 287,362 shares, and indirectly owns 34,605 shares in a 401K and 22,000 shares in an IRA.

Sentiment

Score: 6

Explanation: The transaction is a routine disposition of shares to cover tax obligations upon the settlement of performance units, indicating the successful achievement of performance criteria. It does not reflect a discretionary sale by the insider and is generally neutral to slightly positive due to the vesting event.

Positives

• Performance criteria for 30,000 units granted on January 20, 2022, were satisfied, leading to their settlement into common stock.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The transaction represents a routine compensation event and tax withholding, which is generally neutral to the company's valuation.
• Employees (specifically M. Terry Turner): Realization of previously granted equity compensation, reflecting successful achievement of performance goals.

Key Dates

Recommendation

This Form 4 reports a non-discretionary sale of shares by the CEO to cover tax obligations upon the vesting of performance units. It does not signal a change in management's confidence or a strategic shift. The underlying event (vesting of performance units) is a positive for the executive, indicating performance goals were met. Therefore, this filing alone does not warrant a change in investment recommendation, maintaining a 'hold' position based solely on this information.

Keywords

Pinnacle Financial Partners, PNFP, M. Terry Turner, CEO, Director, Insider Transaction, Form 4, Stock Sale, Tax Withholding, Performance Units, Equity Compensation