Form 4: Pinnacle Financial Chairman Sells Shares

Pinnacle Financial Partners Inc. Chairman Robert A. McCabe Jr. reported the sale of 6,775 shares of common stock for approximately $93 per share.

Summary

• Robert A. McCabe Jr., Chairman and Director of Pinnacle Financial Partners Inc. (PNFP), reported the sale of 6,775 shares of PNFP Common Stock.
• The transaction occurred on November 26, 2025, at a weighted average price of $93 per share, with individual sales ranging from $92.89 to $93.12.
• This sale was executed pursuant to a Rule 10b5-1 pre-arranged trading plan.
• Following the transaction, Mr. McCabe directly beneficially owns 202,505 shares of PNFP Common Stock.
• Indirect beneficial ownership includes 32,506 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 an IRA-Spouse account, 184 shares by one daughter, and 159 shares by another daughter.
• Mr. McCabe also directly owns 20,000 Depositary Shares and indirectly owns 10,000 Depositary Shares by spouse, each representing a 1/40th interest in the Issuer's 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While an insider sale typically carries a negative connotation, the fact that it was executed under a Rule 10b5-1 plan mitigates concerns that the sale is based on new, adverse non-public information. It represents a pre-planned portfolio adjustment rather than an immediate vote of no confidence.

Positives

• The sale was made pursuant to a Rule 10b5-1 plan, indicating it was a pre-scheduled transaction and not based on new, non-public information.

Negatives

• The transaction represents a reduction in direct beneficial ownership by a key insider (Chairman and Director), which can sometimes be perceived negatively by the market.

Future Outlook

This filing is a report of an insider transaction and does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This insider transaction is specific to Pinnacle Financial Partners Inc. and its Chairman. It does not inherently reflect broader industry trends or competitive dynamics, though insider activity is always monitored by market participants.

Stakeholder Impact

• Shareholders may interpret the insider sale as a signal, though the 10b5-1 plan reduces the potential for negative speculation.

Key Dates

Recommendation

The sale by the Chairman, while notable, was conducted under a pre-arranged Rule 10b5-1 plan. This suggests the transaction is part of a personal financial strategy rather than a reaction to new company-specific information. Therefore, it does not provide a strong signal for a 'buy' or 'sell' recommendation, warranting a 'hold' position as investors should consider broader company fundamentals and market conditions.

Keywords

PNFP, Pinnacle Financial Partners, insider trading, Form 4, stock sale, Robert A. McCabe Jr., Chairman, Director, 10b5-1 plan