Upshaw Jennifer Spinks 4

What Happened

• Jennifer Spinks Upshaw, Chief Administrative Officer of Pinnacle Financial Partners (PNFP), had 593 shares withheld to satisfy tax withholding obligations when restricted stock units vested. The withholding was recorded at $95.12 per share for a total value of approximately $56,406. This was a tax-withholding disposal (code F), not an open-market sale.

Key Details

• Transaction date: 2026-02-13; Filing date: 2026-02-18 (filed within the required two business-day window).
• Withheld shares: 593; Price used for withholding: $95.12; Approximate value: $56,406.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes: F1 — shares were withheld upon vesting of restricted stock units to pay tax withholding obligations; F2 — the total includes 82 shares acquired through dividend accruals.
• Transaction type: F (tax withholding on RSU vesting), which is a routine administrative disposition.

Context

• This action reflects the company withholding newly vested RSU shares to cover taxes (a common, non-market transaction) rather than the insider selling shares on the open market. Such withholdings are routine and do not by themselves indicate the insider’s view on the stock.