Form 4: Pinnacle Financial Insider Tax Withholding on Performance Units

Pinnacle Financial Partners Director and Officer Richard D. Callicutt II reported shares withheld for taxes upon settlement of performance units.

Summary

• Richard D. Callicutt II, a Director and Officer (Chairman-Carolinas & Virginia) of Pinnacle Financial Partners Inc. (PNFP), reported a transaction involving the company's common stock.
• The company retained 17,480 shares to cover withholding taxes due upon the settlement of 40,000 performance units.
• These performance units were granted on January 20, 2022, had previously satisfied their performance criteria, and settled into an equal number of common stock shares on December 26, 2025.
• The shares retained for tax purposes were valued at $101.3 per share.
• Following this transaction, Callicutt beneficially owns 94,739 shares of PNFP Common Stock and 6,000 Depositary Shares.

Sentiment

Score: 5

Explanation: Neutral. The filing reports a routine tax withholding transaction related to the settlement of performance units, which is a standard event for equity compensation and does not inherently indicate positive or negative sentiment about the company's prospects.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The transaction reflects a slight reduction in direct beneficial ownership for tax purposes, which is a common occurrence with equity compensation. The underlying performance unit settlement indicates successful achievement of performance criteria, which is generally positive for shareholders.

Key Dates

Keywords

Pinnacle Financial Partners, PNFP, Form 4, Insider Transaction, Stock Award, Performance Units, Tax Withholding, Richard D. Callicutt II, Director, Officer, Equity Compensation