KAMENSKY ALLAN E 4

What Happened
Allan E. Kamensky, Chief Legal Officer of Pinnacle Financial Partners (PNFP), had restricted stock units converted/settled and an equal number of underlying shares disposed to the issuer (withheld/sold) on Feb 13, Feb 15 and Feb 16, 2026. The filing shows conversions (derivative code M) of 738, 1,094 and 807 units and corresponding dispositions to the issuer (code D) at $95.12 per share, generating proceeds of $70,199, $104,061 and $76,762 respectively — about $251,022 total. These transactions reflect RSU settlement/withholding rather than an open‑market decision to take fresh cash proceeds.

Key Details

• Transaction dates and amounts:
  • 2026-02-13: 738 shares converted (M) and disposed to issuer (D) at $95.12 — $70,199
  • 2026-02-15: 1,094 shares converted (M) and disposed to issuer (D) at $95.12 — $104,061
  • 2026-02-16: 807 shares converted (M) and disposed to issuer (D) at $95.12 — $76,762
• Total shares affected: 2,639; total proceeds shown: $251,022.
• Shares owned after transaction: not specified in the filing provided.
• Footnote: These are restricted stock units that will be settled in cash upon vesting. The units vest one‑third each year over a three‑year period subject to continued employment (Footnote F1).
• Transaction codes explained: M = exercise/conversion of a derivative (here RSUs/units); D = disposition to the issuer (shares withheld/sold to cover obligations).
• Timeliness: Form 4 filed 2026-02-18. The Feb 13 transaction appears to have been reported one business day late (due date would have been 2026-02-17); the Feb 15 and Feb 16 items appear to be reported on or within their respective deadlines.

Context
These entries reflect RSU settlement and shares withheld/sold to the issuer (commonly to satisfy tax withholding), which is routine and does not necessarily signal a discretionary sale of shares. The filing shows conversion/settlement followed by immediate disposition to the issuer (cash settlement/withholding), not an open‑market purchase or sale meant as a trading signal.