Form 4: PNFP CFO Sells Shares for Tax Withholding

Pinnacle Financial Partners' EVP & CFO, Harold R. Carpenter, disposed of 11,805 shares of common stock to cover tax withholding obligations related to settled performance units.

Summary

• Harold R. Carpenter, Executive Vice President and Chief Financial Officer of Pinnacle Financial Partners Inc. (PNFP), reported a transaction involving company common stock.
• On December 26, 2025, Mr. Carpenter disposed of 11,805 shares of PNFP Common Stock at a price of $101.3 per share.
• This disposition was made to cover withholding taxes due upon the settlement of 30,000 performance units.
• These performance units were granted to Mr. Carpenter on January 20, 2022, and the performance criteria had previously been satisfied, leading to their settlement into an equal number of common shares on December 26, 2025.
• Following this transaction, Mr. Carpenter directly beneficially owns 93,245 shares of PNFP Common Stock.
• Additionally, Mr. Carpenter indirectly beneficially owns 13,631 shares of PNFP Common Stock through a 401(k) plan.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating it was a pre-arranged sale.

Sentiment

Score: 5

Explanation: The transaction is a routine, non-discretionary sale of shares by an executive to cover tax withholding obligations upon the settlement of performance units. It is a neutral event that does not reflect a change in the executive's investment conviction or the company's operational fundamentals.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This Form 4 filing reports a routine executive stock transaction, specifically a sale to cover tax obligations upon the vesting of performance-based equity. Such transactions are common across all industries, particularly in financial services where executive compensation often includes significant equity components. It does not provide insights into broader industry trends or competitive positioning.

Stakeholder Impact

• Shareholders: Minimal impact, as this is a routine, non-discretionary transaction for tax purposes and does not signal a change in management's confidence or company fundamentals.
• Employees: No direct impact mentioned.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary sale of shares by an executive to cover tax withholding obligations upon the settlement of performance units. It does not reflect a change in the executive's investment conviction or the company's fundamentals, thus maintaining a 'hold' recommendation. The transaction is consistent with standard executive compensation practices and pre-arranged trading plans.

Keywords

PNFP, Pinnacle Financial Partners, Form 4, insider transaction, executive compensation, stock sale, tax withholding, 10b5-1 plan