Form 4: Pinnacle Financial Partners CEO M. Terry Turner Reports Stock Transactions

CEO M. Terry Turner reports acquisition of shares from vested performance units and subsequent sales of Pinnacle Financial Partners stock.

Summary

• M. Terry Turner, CEO of Pinnacle Financial Partners, reported transactions involving PNFP common stock.
• On February 25, 2025, Turner acquired 40,544 shares related to performance units that vested based on company performance between 2020 and 2022 and an NPA ratio at December 31, 2024.
• These performance units were settled in shares of common stock on a one-for-one basis at $0 cost.
• Also on February 25, 2025, 15,955 shares were retained by the company to cover withholding taxes at $113.02 per share.
• On February 26, 2025, Turner disposed of 5,470 shares at $0 cost.
• Turner sold 6,700 shares at a weighted average price of $112.68 and 3,300 shares at a weighted average price of $113.60.
• Following these transactions, Turner directly owns 234,975 shares and indirectly owns 34,280 shares through a 401K and 22,000 shares through an IRA.
• The reporting person undertakes to provide Pinnacle Financial Partners, Inc., any security holder of Pinnacle Financial Partners, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes.

Sentiment

Score: 6

Explanation: Neutral sentiment. The vesting of performance units is a positive sign, but the subsequent sale of shares introduces a slightly negative element. Overall, the transactions appear routine.

Positives

• The vesting of performance units indicates that Pinnacle Financial Partners met certain performance metrics compared to peers for 2020, 2021 and 2022 and the NPA ratio at December 31, 2024 was not greater than 3.00%.

Negatives

• The sale of shares by the CEO could be interpreted negatively by some investors, although it may be for personal financial management.

Risks

• Executive stock sales can sometimes signal a lack of confidence in the company's future performance, although this is not necessarily the case here.

Industry Context

Insider trading activity is always closely watched in the financial industry as it can provide insights into management's perspective on the company's valuation and future prospects. However, routine sales for diversification or tax purposes are common.

Comparison to Industry Standards

• Comparing Turner's transactions to those of other bank CEOs would require analyzing their Form 4 filings.
• Generally, the sale of a small percentage of holdings is not unusual, but larger sales might raise concerns.
• It's important to consider the context of these transactions within the broader industry trends and regulatory environment.

Stakeholder Impact

• The transactions could have a minor impact on shareholders, depending on how they interpret the CEO's stock sales.
• Employees may view the vesting of performance units positively as it reflects the company's achievement of its goals.

Key Dates