PINNACLE FINANCIAL PARTNERS INC 8-K

What Happened

• Pinnacle Financial Partners, Inc. (PNFP) filed an 8‑K on Jan 2, 2026 announcing the closing of its previously disclosed merger with Synovus Financial Corp., effective Jan 1, 2026. At closing, Steel Newco Inc. changed its name to Pinnacle Financial Partners, Inc. (Newco) and became the parent holding company for the combined organization.
• As part of the transaction, Pinnacle Common Stock was converted 1-for-1 into Newco common shares and each Synovus common share was converted into 0.5237 shares of Newco common stock (fractional shares paid in cash). Several preferred and depositary share series were converted into Newco preferred/depositary share series per the merger agreement.
• Pinnacle Bank became a member of the Federal Reserve System; immediately after Federal Reserve membership became effective, Synovus Bank merged into Pinnacle Bank (surviving bank). Newco is headquartered in Atlanta, GA; Pinnacle Bank continues to operate as “Pinnacle Bank” and remains headquartered in Nashville, TN.

Key Details

• Effective date of merger: January 1, 2026; 8‑K filed Jan 2, 2026.
• Exchange ratio: Pinnacle shares 1.0000 → Newco common; Synovus shares 0.5237 → Newco common (fractional shares cashed out).
• Newco listing: Newco common and preferred/depositary securities will trade on the NYSE as: PNFP (common), PNFP‑PrA, PNFP‑PrB, PNFP‑PrC (depositary shares).
• Nasdaq/deregistration: Pinnacle notified Nasdaq of filing Articles/Certificates of Merger and requested suspension and withdrawal of Pinnacle securities from Nasdaq effective Jan 2, 2026; Newco intends to file Form 15 to deregister Pinnacle’s securities and suspend Pinnacle’s reporting obligations.
• Governance and leadership: At the Effective Time, prior Pinnacle directors and executive officers ceased in their roles; the combined company’s board was constituted with 15 directors drawn from both Pinnacle and Synovus (listed in the filing).
• Compensation/agreements: Separation agreement for Harold Carpenter; Richard D. Callicutt II to receive a $3,000,000 time‑vested RSU award (vests on 2nd anniversary, subject to continued employment) plus certain severance/bonus payments; Charissa Sumerlin to receive a $850,000 RSU award with similar vesting terms.

Why It Matters

• For shareholders: Holders of Pinnacle and Synovus common and preferred securities exchanged their holdings for Newco securities (or cash for fractional shares). Shareholders should expect their positions to be reflected as Newco securities under the NYSE tickers above — confirm with brokers or the depositary agent for exact mechanics and timing.
• For trading and reporting: Pinnacle’s Nasdaq listing will be withdrawn and Pinnacle’s SEC reporting obligations will be suspended/deregistered once Newco completes the Form 15 process; investors should follow Newco (PNFP on NYSE) for ongoing public disclosures and filings.
• For bank customers and regional banking investors: The combined organization reconfigures the bank holding and charter structure (Pinnacle Bank now FRS member and surviving bank), which may affect regulatory status, branch operations, and integration plans disclosed in future filings.