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

Robert A. McCabe Jr., a director at Pinnacle Financial Partners, acquired 33,863 shares of common stock through the vesting of performance units, while also disposing of shares to cover withholding taxes.

Summary

• On March 11, 2025, Robert A. McCabe Jr., Chairman at Pinnacle Financial Partners, acquired 33,863 shares of PNFP common stock upon the vesting of performance units.
• These performance units were granted on January 20, 2022, and their vesting was contingent on Pinnacle Financial Partners' performance against certain metrics compared to peers 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 and 2024 not exceeding 3.00%.
• The reporting person also disposed of 13,326 shares to cover withholding taxes due upon the vesting of the performance units at a price of $99.42 per share.
• Following these transactions, McCabe directly owns 199,869 shares of PNFP common stock.
• McCabe also indirectly owns 83,000 shares through the McCabe Family 2020 GST Exempt Trust, 32,506 shares through a 401K Plan, 2,370 shares through an IRA-Spouse, 2,652 shares by spouse, 184 shares by daughter, and 159 shares by daughter.
• Additionally, McCabe indirectly owns 10,000 depositary shares by spouse, each representing 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. The disposal of shares for tax purposes is neutral.

Positives

• The vesting of performance units indicates that Pinnacle Financial Partners achieved certain performance goals, suggesting positive operational results over the performance period from January 1, 2022, to December 31, 2024.
• McCabe's increased equity stake in the company could be interpreted as a sign of confidence in the company's future prospects.

Negatives

• The disposal of 13,326 shares to cover withholding taxes, while a standard practice, represents a reduction in McCabe's overall holdings, although it is not necessarily indicative of a negative outlook.

Risks

• The vesting of performance units was contingent on the average of Pinnacle Bank's nonperforming assets to its loans plus other real estate owned (NPA ratio) at December 31, 2022, 2023 and 2024 not exceeding 3.00%; failure to maintain this ratio in the future could impact future performance unit vesting.

Industry Context

This filing reflects standard executive compensation practices within the financial services industry, where performance-based equity awards are used to align management's interests with those of shareholders. The vesting of performance units suggests that Pinnacle Financial Partners has met certain performance benchmarks relative to its peers.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among publicly traded financial institutions.
• Companies like Truist Financial (TFC) and Regions Financial (RF) also utilize performance-based equity awards for their executives.
• The specific metrics used for vesting, such as NPA ratio and total shareholder return, are typical indicators of financial health and shareholder value creation in the banking sector.
• The 6.75% fixed-rate on the depositary shares is within the typical range for preferred stock offerings by financial institutions.

Stakeholder Impact

• Shareholders may view the vesting of performance units positively, as it indicates the company has achieved certain performance goals.
• Employees may be motivated by the company's success in meeting its performance targets.

Key Dates