PINNACLE FINANCIAL PARTNERS INC: M&A transaction — Pinnacle and Synovus complete merger, creating $117.2B regional bank

PINNACLE FINANCIAL PARTNERS INC

Combined bank has $117.2B assets, $95.7B deposits, $80.4B loans as of Sept. 30, 2025.
Synovus shareholders receive 0.5237 shares of new Pinnacle common stock per share.
Newco shares trade on NYSE under PNFP; legacy Pinnacle and Synovus delisted.
Kevin Blair named CEO/President; Terry Turner board chair; board of 15 directors from both firms.
Systems and brand conversion expected early 2027; bank operates under both brands until then.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PINNACLE FINANCIAL PARTNERS INC: The Amended and Restated Articles of Incorporation of Pinnacle were replaced by new Amended and Restated Articles of Incorporation of Pinnacle Financial Partners, Inc.

Change: charter amendment

Exact text from the filing

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Effective Time, the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of Pinnacle ceased to be in effect by operation of law. The Articles of Incorporation of Newco and the Bylaws of Newco, in each case as in effect immediately prior to the Effective Time, were amended and restated by the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of Pinnacle Financial Partners, Inc., which are attached hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PINNACLE FINANCIAL PARTNERS INC: The Amended and Restated Bylaws of Pinnacle were replaced by new Amended and Restated Bylaws of Pinnacle Financial Partners, Inc.

Change: bylaw amendment

Exact text from the filing

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Effective Time, the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of Pinnacle ceased to be in effect by operation of law. The Articles of Incorporation of Newco and the Bylaws of Newco, in each case as in effect immediately prior to the Effective Time, were amended and restated by the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of Pinnacle Financial Partners, Inc., which are attached hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

PINNACLE FINANCIAL PARTNERS INC underwent a change of control involving Synovus Financial Corp. for 0.5237 shares of Newco Common Stock (closed 2026-01-01).

Action: change of control
Counterparty: Synovus Financial Corp.
Consideration: 0.5237 shares of Newco Common Stock
Closing: 2026-01-01

Exact text from the filing

prior to the Effective Time (other than certain shares held by Synovus or Pinnacle, in each case as specified in the Merger Agreement) was converted into the right to receive 0.5237 shares of Newco Common Stock. Each holder of Synovus Common Stock who otherwise would have been entitled to receive a fractional share of Newco Common Stock (after taking into

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Source: SEC EDGAR

accession 0001115055-26-000002

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