M. Terry Turner - 11 Mar 2025 Form 4 Insider Report for PINNACLE FINANCIAL PARTNERS INC (PNFP)

Signature
/s/ M. Terry Turner
Issuer symbol
PNFP
Transactions as of
11 Mar 2025
Net transactions value
-$1,593,140
Form type
4
Filing time
12 Mar 2025, 10:45:42 UTC
Previous filing
27 Feb 2025
Next filing
17 Apr 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PNFP PNFP Common Stock Award $0 +35,577 +15% $0.000000 270,552 11 Mar 2025 Direct F1, F2
transaction PNFP PNFP Common Stock Tax liability $1,391,880 -14,000 -5.2% $99.42 256,552 11 Mar 2025 Direct F3
transaction PNFP PNFP Common Stock Sale $201,260 -2,000 -0.78% $100.63 254,552 12 Mar 2025 Direct F4
transaction PNFP PNFP Common Stock Gift $0 -3,580 -1.4% $0.000000 250,972 12 Mar 2025 Direct
holding PNFP PNFP Common Stock 34,280 11 Mar 2025 401K
holding PNFP PNFP Common Stock 22,000 11 Mar 2025 IRA
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On January 20, 2022, the reporting person was granted 47,156 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 compared to peers for a performance period commencing January 1, 2022 and ended December 31, 2024 and so long as the average of the ratio of Pinnacle Bank's nonperforming assets to its loans plus other real estate owned (NPA ratio) at December 31, 2022, 2023 and 2024 was not greater than 3.00%. Based upon the performance of the Company for 2022, 2023 and 2024 and the average of the NPA ratio at December 31, 2022, 2023 and 2024 as well as total shareholder return for the Company for the period from January 20, 2022 through January 23, 2025, the reporting person earned 35,577 performance units, which units vested and were settled in shares of Company common stock.
F2 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.
F3 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.
F4 The price reported is a weighted average price. These shares were sold in multiple transactions at prices from $100.29 to $101.12. The reporting person undertakes to provide Pinnacle Financial Partners, Inc., any security holder of Pinnacle Financial Partners, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.