Form 4: Pinnacle Financial Partners Director Reports Changes in Beneficial Ownership

Richard D. Callicut II, a director at Pinnacle Financial Partners, reports the acquisition of 40,000 shares and disposal of 6,000 depositary shares due to performance unit vesting and a domestic relations order.

Summary

• Richard D. Callicut II, Chairman-Carolinas & Virginia and a director at Pinnacle Financial Partners Inc., filed a Form 4 detailing changes in his beneficial ownership.
• On April 15, 2025, Callicut acquired 40,000 shares of PNFP common stock related to performance units that vested.
• These performance units were granted on January 20, 2022, and were contingent on 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%.
• Callicut also disposed of 6,000 depositary shares.
• Additionally, certain shares of Pinnacle Financial Partners, Inc. common stock were transferred to the reporting person's former spouse pursuant to a domestic relations order.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The vesting of performance units suggests the company met its performance goals. The disposal of depositary shares and transfer of stock due to a domestic relations order are unlikely to have a significant impact.

Positives

• The vesting of 40,000 performance units indicates that Pinnacle Financial Partners met the performance metrics set out in the grant agreement.

Negatives

• The disposal of 6,000 depositary shares could be seen as a slight negative, although the reason for disposal is not specified.

Risks

• The document does not explicitly mention any risks.
• However, the transfer of shares due to a domestic relations order could potentially lead to further changes in ownership structure.

Industry Context

Form 4 filings are a routine part of corporate governance, providing transparency into the transactions of company insiders.

Stakeholder Impact

• The vesting of performance units aligns management's interests with those of shareholders.
• The transfer of shares due to a domestic relations order may have a minor impact on the shareholder base.

Key Dates

Keywords

beneficial ownership, Form 4, Pinnacle Financial Partners, PNFP, performance units, depositary shares, Richard D. Callicut II, domestic relations order