Form 4: Pinnacle Financial Partners Director Acquires 60,000 Shares Through Performance Unit Vesting

Robert A. McCabe Jr., a director at Pinnacle Financial Partners, acquired 60,000 shares of PNFP common stock on April 15, 2025, following the vesting of performance units.

Summary

• On April 15, 2025, Robert A. McCabe Jr., a director at Pinnacle Financial Partners Inc. (PNFP), acquired 60,000 shares of PNFP common stock.
• This acquisition resulted from the vesting of performance units granted on January 20, 2022.
• The vesting was contingent upon Pinnacle Financial Partners' performance against certain metrics compared to a peer group over a performance period from January 1, 2022, to December 31, 2024.
• The vesting was also dependent on the average of Pinnacle Bank's nonperforming assets to its loans plus other real estate owned (NPA ratio) at December 31, 2022, 2023 & 2024 not exceeding 3.0%.
• McCabe also indirectly owns 32,506 shares through a 401K plan, 83,000 shares through the McCabe Family 2020 GST Exempt Trust, 2,652 shares through his spouse, 2,370 shares through his spouse's IRA, 184 shares through his daughter, and 159 shares through another daughter.
• He also indirectly owns 10,000 depositary shares through his spouse and directly owns 20,000 depositary shares.
• 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 sentiment is moderately positive as the vesting of performance units suggests the company met its performance targets. A director increasing their stake is also generally viewed favorably.

Positives

• The vesting of performance units indicates that Pinnacle Financial Partners achieved certain performance goals set by the company.
• The director's increased stake in the company could be seen as a positive signal to investors.

Future Outlook

The 60,000 performance units will settle into a like number of shares of Company common stock in accordance with the terms of the agreement, unless forfeited.

Industry Context

Directors acquiring shares in their own company is generally viewed positively in the financial industry, as it aligns management's interests with those of the shareholders.

Comparison to Industry Standards

• Comparing Pinnacle Financial Partners' performance metrics to its peer group is a standard practice in the financial industry to assess relative performance.
• The NPA ratio is a common metric used to evaluate the asset quality of banks, with lower ratios generally indicating better asset quality.
• Companies like Truist Financial (TFC), Regions Financial (RF), and Fifth Third Bancorp (FITB) are regional banks that could be considered peers for comparison.

Stakeholder Impact

• Shareholders may view the director's increased stake as a positive sign.
• Employees may be encouraged by the company's achievement of performance goals.

Key Dates

Keywords

PNFP, Pinnacle Financial Partners, Director, Stock Acquisition, Performance Units, Beneficial Ownership, SEC Form 4