Form 4: Pinnacle Financial Partners EVP & CFO Harold Carpenter Reports Changes in Beneficial Ownership

Harold Carpenter, EVP & CFO of Pinnacle Financial Partners, reports changes in beneficial ownership of PNFP common stock due to vesting of performance units, tax withholding, and transfer to a former spouse.

Summary

• Harold Carpenter, the EVP & CFO of Pinnacle Financial Partners Inc. (PNFP), filed a Form 4 detailing changes in his beneficial ownership of the company's common stock.
• On February 25, 2025, Carpenter acquired 11,473 shares of PNFP common stock upon the vesting of performance units granted on January 23, 2020.
• These performance units vested based on the company's performance against certain metrics from 2020-2022 and the NPA ratio at December 31, 2024.
• 4,872 shares were withheld by the company to cover withholding taxes due upon the vesting of the performance units at a price of $113.02.
• 904 shares were transferred to Carpenter's former spouse pursuant to a domestic relations order.
• Following these transactions, Carpenter directly owns 68,263 shares and indirectly owns 13,503 shares through a 401(k).
• The reporting person no longer reports as beneficially owned any securities owned by his former spouse.

Sentiment

Score: 6

Explanation: The document is a standard regulatory filing detailing changes in beneficial ownership. It doesn't contain any information that would significantly impact investor sentiment positively or negatively. The vesting of performance units is a neutral event, and the tax withholding and transfer to a former spouse are routine.

Industry Context

This filing is a routine disclosure related to executive compensation and ownership changes, which is common in the financial services industry. It provides transparency into the executive's holdings and aligns their interests with those of the shareholders.

Comparison to Industry Standards

• Executive compensation packages often include performance-based equity awards to incentivize executives to achieve specific financial and operational goals.
• The vesting conditions tied to performance metrics and NPA ratio are typical in the banking industry to ensure prudent risk management and profitability.
• Tax withholding on equity awards is a standard practice across publicly traded companies.
• Similar filings are regularly made by executives at comparable financial institutions like Truist Financial (TFC) and Regions Financial (RF).

Stakeholder Impact

• The vesting of performance units aligns executive compensation with company performance, potentially benefiting shareholders.
• The tax withholding has no direct impact on stakeholders.
• The transfer of shares to a former spouse is a personal matter and does not affect stakeholders.

Key Dates