0001115055-24-000039.txt : 20240301 0001115055-24-000039.hdr.sgml : 20240301 20240301161028 ACCESSION NUMBER: 0001115055-24-000039 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240228 FILED AS OF DATE: 20240301 DATE AS OF CHANGE: 20240301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CARPENTER HAROLD R CENTRAL INDEX KEY: 0001248774 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39309 FILM NUMBER: 24709775 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE FINANCIAL PARTNERS INC CENTRAL INDEX KEY: 0001115055 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] ORGANIZATION NAME: 02 Finance IRS NUMBER: 621812853 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 THIRD AVENUE SOUTH STREET 2: SUITE 900 CITY: NASHVILLE STATE: TN ZIP: 37201 BUSINESS PHONE: 6157443700 MAIL ADDRESS: STREET 1: 150 THIRD AVENUE SOUTH STREET 2: SUITE 900 CITY: NASHVILLE STATE: TN ZIP: 37201 4 1 wk-form4_1709327408.xml FORM 4 X0508 4 2024-02-28 0 0001115055 PINNACLE FINANCIAL PARTNERS INC PNFP 0001248774 CARPENTER HAROLD R 150 THIRD AVE SOUTH SUITE 900 NASHVILLE TN 37201 0 1 0 0 EVP & CFO 0 PNFP Common Stock 2024-02-28 4 A 0 11969 0 A 59902 D PNFP Common Stock 2024-02-28 4 F 0 5763 83.28 D 54139 D PNFP Common Stock 13221 I 401(k) 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. 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. 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. 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. /s/ Harold R. Carpenter 2024-03-01