4//SEC Filing
GREGORY ANDREW J. JR. 4
Accession 0001779272-26-000003
CIK 0002082866other
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 5:44 PM ET
Size
12.5 KB
Accession
0001779272-26-000003
Insider Transaction Report
Form 4
GREGORY ANDREW J. JR.
Chief Financial Officer
Transactions
- Award
Common Stock
2026-01-01+62,814→ 62,814 total - Tax Payment
Common Stock
2026-01-01$95.41/sh−14,329$1,367,130→ 48,485 total - Award
Restricted Stock Units
2026-01-01+1,291→ 1,291 total→ Common Stock (1,291 underlying) - Award
Restricted Stock Units
2026-01-01+4,038→ 4,038 total→ Common Stock (4,038 underlying)
Footnotes (4)
- [F1]On 11:59 p.m. ET on January 1, 2026 (the "Effective Time"), in accordance with the completion of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 24, 2025, by and among Synovus Financial Corp. ("Synovus"), a Georgia corporation, Pinnacle Financial Partners, Inc., a Tennessee corporation, and Pinnacle Financial Partners, Inc. (f/k/a Steel Newco Inc.), a Georgia corporation ("New Pinnacle"), and subject to the terms and upon the conditions set forth in the Merger Agreement, each share of common stock of Synovus, $1.00 par value per share ("Synovus Common Stock"), was converted into 0.5237 shares (the "Synovus Exchange Ratio") of common stock of New Pinnacle, $1.00 par value per share ("New Pinnacle Common Stock").
- [F2]At the Effective Time, each performance stock unit ("PSU") of Synovus was converted into the right to receive a number of shares of New Pinnacle Common Stock equal to the number of shares of Synovus Common Stock subject to such PSU (based on maximum performance) immediately prior to the Effective Time multiplied by the Synovus Exchange Ratio.
- [F3]These shares were withheld upon the vesting of performance stock units to pay tax withholding obligations.
- [F4]At the Effective Time, each outstanding restricted stock unit ("RSU") in respect of Synovus Common Stock (each, a "Synovus RSU Award") was assumed by New Pinnacle, with each assumed Synovus RSU Award relating solely to a number of shares of New Pinnacle Common Stock determined by multiplying the number of shares of Synovus Common Stock underlying each assumed Synovus RSU Award immediately prior to the Effective Time by the Synovus Exchange Ratio. Each assumed Synovus RSU Award is subject to the same terms and conditions, including vesting schedule, as each underlying RSU.
Documents
Issuer
Pinnacle Financial Partners, Inc.
CIK 0002082866
Entity typeother
Related Parties
1- filerCIK 0001779272
Filing Metadata
- Form type
- 4
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 5:44 PM ET
- Size
- 12.5 KB