Form 4: Pinnacle Financial Chairman's Stock Transaction

Pinnacle Financial Partners Chairman Robert A. McCabe Jr. reported a disposition of shares to cover tax withholdings related to performance unit settlement.

Summary

• Robert A. McCabe Jr., Chairman 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 to cover withholding taxes upon the settlement of 30,000 performance units granted on January 20, 2022, for which performance criteria had been met.
• Following the transaction, McCabe Jr. directly holds 178,895 shares of PNFP Common Stock and 20,000 Depositary Shares.
• Indirect holdings include 32,813 shares in a 401K Plan, 83,000 shares in the McCabe Family 2020 GST Exempt Trust, 2,652 shares by spouse, 2,370 shares in IRA-Spouse, 184 shares by daughter, 159 shares by daughter, and 10,000 Depositary Shares by spouse.
• 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.

Sentiment

Score: 7

Explanation: The transaction is a routine tax-related disposition of shares upon the settlement of earned performance units, reflecting successful achievement of compensation criteria. It is a neutral to slightly positive event as it confirms performance targets were met.

Positives

• The transaction indicates that performance criteria for 30,000 performance units granted in 2022 were satisfied, leading to their settlement.
• The disposition of shares was for tax withholding purposes, not a voluntary sale, which is a routine part of executive compensation.

Negatives

• A reduction of 23,610 shares in direct beneficial ownership, although for tax purposes related to compensation.

Future Outlook

This Form 4 filing does not contain specific forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

Form 4 filings are standard regulatory disclosures for executives and directors of publicly traded companies, detailing changes in their beneficial ownership. This specific filing reflects a routine compensation event, where performance-based equity awards are settled, and a portion is withheld for taxes.

Related Party Transactions

• The transaction involves the disposition of shares by a company director and officer (Robert A. McCabe Jr.) to the issuer (Pinnacle Financial Partners Inc.) to cover tax withholdings related to executive compensation.

Stakeholder Impact

• Shareholders: A minor, routine reduction in direct insider ownership due to tax obligations, which is a common occurrence with executive compensation plans. It confirms the vesting of performance units, which can be seen as a positive indicator of management performance.

Key Dates

Recommendation

This Form 4 reports a routine, tax-related disposition of shares by a key executive upon the settlement of performance units. It does not indicate a change in the company's fundamental outlook or the executive's long-term commitment, thus not warranting a change from a 'hold' recommendation based solely on this filing.

Keywords

Pinnacle Financial Partners, PNFP, Form 4, Insider Transaction, Stock Disposition, Performance Units, Executive Compensation, Tax Withholding, Robert A. McCabe Jr.