Blair Kevin S. 4

What Happened Kevin S. Blair, CEO of Pinnacle Financial Partners (PNFP), had restricted stock units vest and be cash‑settled in mid‑February 2026. Across vesting events on Feb 13, Feb 15 and Feb 16, 2026, a total of 15,860 RSU-equivalent shares were converted and disposed to the issuer at $95.12 per share, producing aggregate cash proceeds of approximately $1,508,603. The filing shows conversion/settlement (derivative code M) and disposition to issuer (code D) rather than open‑market sales.

Key Details

• Dates and amounts:
  • 2026-02-13: 4,744 shares converted/settled → disposed to issuer at $95.12; proceeds $451,249
  • 2026-02-15: 6,276 shares converted/settled → disposed to issuer at $95.12; proceeds $596,973
  • 2026-02-16: 4,840 shares converted/settled → disposed to issuer at $95.12; proceeds $460,381
  • Total: 15,860 shares; total proceeds ≈ $1,508,603
• Price shown for dispositions: $95.12 per share.
• Shares acquired at $0.00 (conversion of RSUs), then disposed to issuer for cash (cash settlement).
• Footnote: These represent restricted stock units that will be settled in cash upon vesting; units vest one‑third each year over three years subject to continued employment.
• Shares owned after the transactions are not specified in the provided summary; the Form 4 filing would list post‑transaction holdings if reported.
• Filing date: 2026-02-18 covering transactions dated 2026-02-13 to 2026-02-16. (No late-filing flag provided in the supplied data.)

Context

• These were cash‑settled RSU vesting events (conversion of derivative awards) followed by disposition to the issuer for cash, not open‑market sales. That typically reflects routine compensation/vesting rather than a discretionary market sale.
• For retail investors: purchases and open‑market insider buys can be more indicative of confidence; cash settlements of compensation-related RSUs are common and do not necessarily signal a change in management’s view of the company.