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

Richard D. Callicut II, Chairman-Carolinas & Virginia at Pinnacle Financial Partners, acquired 12,080 shares of common stock through the vesting of performance units, while also having shares withheld for taxes.

Summary

• Richard D. Callicut II, a director and Chairman-Carolinas & Virginia at Pinnacle Financial Partners Inc., reported changes in beneficial ownership of the company's stock.
• On March 11, 2025, Callicut acquired 12,080 shares of PNFP common stock through the vesting of performance units granted on January 20, 2022.
• These performance units vested based on the company's performance against certain metrics compared to peers over a performance period from January 1, 2022, to December 31, 2024, and the average NPA ratio.
• Additionally, 5,279 shares were withheld by the company to cover withholding taxes due upon the vesting of the performance units.
• Following these transactions, Callicut directly owns 99,498 shares of PNFP common stock and 12,000 depositary shares.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The vesting of performance units suggests the company met its performance targets, which is a positive sign. However, the tax withholding is a neutral event.

Positives

• The vesting of performance units indicates that Pinnacle Financial Partners met certain performance goals, suggesting positive operational results over the performance period.

Negatives

• The withholding of 5,279 shares to cover taxes reduces the net gain for the reporting person.

Risks

• Future performance unit vesting will depend on the company's ability to continue meeting performance metrics.

Industry Context

This filing is a routine disclosure of insider transactions, which are common in publicly traded companies. It provides transparency into the actions of company executives and directors.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice in the financial industry to align executive incentives with shareholder value.
• Vesting schedules and performance metrics vary across companies, but typically include measures of profitability, growth, and shareholder return.
• Comparing Pinnacle Financial Partners' performance metrics and vesting schedules to those of its peers (e.g., Truist Financial, Regions Financial) would provide a better understanding of its compensation practices.

Stakeholder Impact

• The vesting of performance units aligns management's interests with those of shareholders, potentially driving long-term value creation.

Key Dates