Pinnacle Financial (PNFP) CAO disposes 593 shares to cover taxes

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. Chief Administrative Officer Jennifer Spinks Upshaw reported a Form 4 transaction in which 593 shares of common stock were disposed of on February 13, 2026 at $95.12 per share to cover tax withholding obligations upon the vesting of restricted stock units. After this tax-withholding disposition, she directly owns 12,528 common shares, including 82 shares acquired through dividend accruals.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Upshaw Jennifer Spinks

(Last) (First) (Middle)

3400 OVERTON PARK DR. SE

(Street)

ATLANTA GA 30339

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Pinnacle Financial Partners, Inc. [ PNFP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Administrative Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		F		593(1)	D	$95.12	12,528(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were withheld upon the vesting of restricted stock units to pay tax withholding obligations.

2. Includes 82 shares acquired through dividend accruals.

Remarks:

	/s/ Mary Maurice Young	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did PNFP’s Chief Administrative Officer report?

Pinnacle Financial’s Chief Administrative Officer, Jennifer Spinks Upshaw, reported a tax-withholding disposition of 593 common shares. The shares were withheld upon vesting of restricted stock units to satisfy tax obligations rather than sold in an open-market transaction.

At what price were the 593 PNFP shares withheld for taxes?

The 593 Pinnacle Financial common shares were withheld at a price of $95.12 per share. This tax-withholding disposition occurred in connection with the vesting of restricted stock units, as reported in the Form 4 insider transaction filing.

How many PNFP shares does Jennifer Spinks Upshaw own after the transaction?

After the reported tax-withholding disposition, Jennifer Spinks Upshaw directly owns 12,528 shares of Pinnacle Financial common stock. This total includes 82 shares that were previously acquired through dividend accruals, as disclosed in the Form 4 footnotes.

Was the PNFP insider transaction an open-market sale or tax withholding?

The Pinnacle Financial insider transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld upon vesting of restricted stock units to cover tax obligations, consistent with transaction code F and the accompanying Form 4 footnote.

What does transaction code F mean in the PNFP Form 4 filing?

Transaction code F in the Pinnacle Financial Form 4 indicates payment of an exercise price or tax liability by delivering securities. Here, 593 shares were withheld upon restricted stock unit vesting to satisfy tax withholding obligations, rather than being sold on the market.

Do dividend accruals affect Jennifer Spinks Upshaw’s PNFP share count?

Yes. The Form 4 footnotes state that her holdings include 82 shares acquired through dividend accruals. These dividend-related shares are part of her total direct ownership of 12,528 Pinnacle Financial common shares following the tax-withholding disposition.