SYNOVUS FINANCIAL CORP 8-K

What Happened

• Synovus Financial Corp and Pinnacle Financial Partners completed their previously announced merger effective January 1, 2026. Steel Newco Inc. changed its name to Pinnacle Financial Partners, Inc. (the “Newco”), which became the parent holding company of the combined organization and will trade on the NYSE under the ticker PNFP.
• Under the merger terms, each Synovus common share was converted into the right to receive 0.5237 shares of Newco common stock; each Pinnacle common share converted 1-for-1 into Newco common stock. Synovus and Pinnacle common and preferred shares converted into Newco common and Newco preferred series (including Newco Series A, B and C preferred stock and depositary shares). Synovus Bank merged into Pinnacle Bank (Pinnacle Bank remains headquartered in Nashville); Pinnacle Bank became a Federal Reserve System member prior to the bank merger.
• All Synovus directors and executive officers ceased serving at the Effective Time; the combined company’s board was populated per the merger agreement with representatives from both legacy firms (listed in the filing). Synovus requested NYSE delisting and will pursue deregistration and suspension of SEC reporting for Synovus securities.

Key Details

• Effective date: January 1, 2026 (Closing Date / Effective Time). Newco corporate headquarters: Atlanta, Georgia.
• Exchange ratio: Synovus common → 0.5237 shares of Newco common; Pinnacle common → 1.0 share of Newco common. Fractional Newco shares payable in cash.
• Employee awards: Synovus PSUs vested at maximum and converted into Newco shares; Synovus RSUs/options and Pinnacle awards were converted or paid per the agreement (including cash for accrued dividend equivalents where specified).
• NYSE listings: Newco common = PNFP; Newco Series A preferred = PNFP-PrA; Series B = PNFP-PrB; Series C depositary shares = PNFP-PrC. Synovus common and Synovus preferred series will be withdrawn from NYSE and deregistered.

Why It Matters

• For Synovus retail shareholders: your Synovus common and preferred shares ceased to exist at the Effective Time and were converted into Newco securities (or cash for fractional shares). Review the 0.5237 exchange ratio and any tax/withholding provisions; restricted and performance awards were converted or settled as described in the filing.
• For investors tracking market access: trading will move to the new NYSE listings under PNFP (and the new preferred tickers). Synovus securities will be delisted and deregistered, and Synovus will seek suspension of its SEC reporting obligations.
• For bank customers and regulators: the combined bank operates under Pinnacle Bank (Nashville HQ) and Pinnacle Bank became a Federal Reserve System member, which may affect regulatory status and operations going forward.

For full legal and conversion details (including the merger agreement and treatment of each equity award type), see the exhibits referenced in the 8-K.