Pinnacle Financial (PNFP) CAO reports 3 tax-withheld shares after RSU vesting

Rhea-AI Filing Summary

Pinnacle Financial Partners, Inc. Chief Administrative Officer Jennifer Spinks Upshaw reported a small tax-related share disposition. On the vesting of certain restricted stock units and related dividend equivalents, 3 shares of common stock were withheld at $83.55 per share to satisfy tax withholding obligations, leaving her with 12,525 directly owned shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Upshaw Jennifer Spinks

Role Chief Administrative Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3	$83.55	$250.65

Holdings After Transaction: Common Stock — 12,525 shares (Direct)

Footnotes (1)

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Key Figures

Tax-withheld shares: 3 shares Withholding price: $83.55 per share Shares held after transaction: 12,525 shares

3 metrics

Tax-withheld shares 3 shares Withheld to cover tax obligations on RSU vesting

Withholding price $83.55 per share Value used for the 3 tax-withheld common shares

Shares held after transaction 12,525 shares Directly owned common stock after tax-withholding event

Key Terms

restricted stock units, tax withholding obligations, Form 4, Common Stock

4 terms

restricted stock units financial

"upon the vesting of certain restricted stock units and subsequent payment"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"shares were withheld to pay tax withholding obligations upon the vesting"

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 GEORGIA 30339

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

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

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

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

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	03/30/2026		F		3(1)	D	$83.55	12,525	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 to pay tax withholding obligations upon the vesting of certain restricted stock units and subsequent payment of dividends on those units.

Remarks:

	/s/ Mary Maurice Young	04/01/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did PNFP executive Jennifer Spinks Upshaw report in this Form 4?

Chief Administrative Officer Jennifer Spinks Upshaw reported that 3 shares of Pinnacle Financial Partners common stock were withheld to cover tax obligations tied to restricted stock unit vesting and related dividends, a routine compensation-related adjustment rather than an open-market stock sale.

Was the PNFP Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Three shares were withheld by the company to satisfy tax withholding obligations when certain restricted stock units vested and dividend equivalents were paid.

How many PNFP shares does Jennifer Spinks Upshaw hold after this transaction?

After the tax-withholding event, Chief Administrative Officer Jennifer Spinks Upshaw directly holds 12,525 shares of Pinnacle Financial Partners common stock, according to the Form 4, reflecting her position following the restricted stock unit vesting-related adjustment.

What price per share was used for the PNFP tax-withholding shares?

The 3 Pinnacle Financial Partners shares withheld for tax obligations were valued at $83.55 per share. This price is used solely for reporting the value of the compensation-related withholding tied to restricted stock unit vesting and associated dividend payments.

What triggered the tax-withholding share disposition reported for PNFP?

The disposition was triggered when certain restricted stock units vested and dividends on those units were paid. To cover associated tax withholding obligations, 3 shares of Pinnacle Financial Partners common stock were withheld instead of being sold on the open market.