Harold R. Carpenter - Feb 28, 2024 Form 4 Insider Report for PINNACLE FINANCIAL PARTNERS INC (PNFP)

Role
EVP & CFO
Signature
/s/ Harold R. Carpenter
Stock symbol
PNFP
Transactions as of
Feb 28, 2024
Transactions value $
-$479,943
Form type
4
Date filed
3/1/2024, 04:10 PM
Previous filing
Jan 22, 2024
Next filing
Mar 14, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PNFP PNFP Common Stock Award $0 +12K +24.97% $0.00 59.9K Feb 28, 2024 Direct F1, F2, F3
transaction PNFP PNFP Common Stock Tax liability -$480K -5.76K -9.62% $83.28 54.1K Feb 28, 2024 Direct F4
holding PNFP PNFP Common Stock 13.2K Feb 28, 2024 401(k)
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On January 17, 2019, the reporting person was granted 22,149 performance units eligible to vest at target levels of performance (with vesting of more or less units possible based on the performance) of Pinnacle Financial Partners, Inc. (the "Company") against certain performance metrics on an absolute basis for 2019 and 2022 and compared to peers for 2021 and so long as the ratio of Pinnacle Bank's nonperforming assets to its loans plus other real estate owned ("NPA ratio") at December 31, 2023 was not greater than 3.00%. Based upon the Company's performance for 2019, 2020 and 2021 and the NPA ratio at December 31, 2023, as reflected in the Company's Annual Report on Form 10-K for 2023, the reporting person earned 14,642 performance units, which units vested and were settled in 14,642 shares of Company common stock. As described in footnote 3, a portion of those 14,642 shares of common stock were retained by the Company to cover withholding taxes owed by the reporting person.
F2 Following the share withholding noted in footnote 3 above, 2,673 shares of Pinnacle Financial Partners, Inc. common stock was transferred to the reporting person's former spouse pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his former spouse.
F3 Performance units are settled in shares of common stock on a one-for-one basis. Accordingly, no purchase price was paid for the shares by the reporting person.
F4 Represents shares retained by the Company to cover withholding taxes due upon the vesting of the performance units and issuance of the common shares described in footnote 1.