GREGORY ANDREW J. JR. 4

What Happened Gregory Andrew J. Jr., Chief Financial Officer of Pinnacle Financial Partners (PNFP), exercised/converted derivative awards (restricted stock units) and the filing shows dispositions of those shares back to the issuer. The filing reports conversions of 1,347 shares on 2026-02-13 and 1,291 shares on 2026-02-16. Dispositions to the issuer were recorded at $95.12 per share: $128,127 on 2/13 and $122,800 on 2/16, a combined $250,927. Separately, 859 shares were withheld to satisfy tax-withholding obligations (value reported $81,708).

Key Details

• Transaction dates and amounts:
  • 2026-02-13: conversion/exercise of 1,347 shares; disposition to issuer 1,347 shares @ $95.12 = $128,127.
  • 2026-02-13: 859 shares withheld for tax withholding @ $95.12 = $81,708.
  • 2026-02-16: conversion/exercise of 1,291 shares; disposition to issuer 1,291 shares @ $95.12 = $122,800.
• Total shares disposed to issuer: 2,638 shares for $250,927 (per filing lines provided).
• Filing date: 2026-02-18 covering transactions dated 2026-02-13 and 2026-02-16. The Form 4 was filed on 2/18 (the second business day after the 2/13 transaction, accounting for the Presidents Day holiday), so the filing appears timely.
• Shares owned after the transactions are not specified in the provided excerpt.
• Footnotes:
  • F1: 859 shares were withheld upon RSU vesting to pay tax withholding obligations.
  • F2: Includes 121 shares acquired through dividend accruals.
  • F3: Some referenced units are restricted stock units that will be settled in cash upon vesting; they vest 1/3 each year over three years, subject to continued employment.

Context

• These entries reflect exercise/conversion of equity awards and immediate disposition/withholding activity (commonly a net or cashless settlement pattern for vested RSUs). The filing lists both the derivative-conversion entries (code M) and disposals/withholding (codes D and F); for retail investors, exercises followed by immediate disposition or withholding are typically administrative actions to cover taxes or convert awards to cash rather than open-market trading that signals a directional bet.