secwatch / observer
8-K filed January 2, 2026, 6:59 PM ET CIK 0001115055
M&A confidence high sentiment positive materiality 0.85

Pinnacle and Synovus complete merger, creating $117.2B regional bank

PINNACLE FINANCIAL PARTNERS INC

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

Machine-readable event card

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PINNACLE FINANCIAL PARTNERS INC
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JSON Markdown Plain text

Source-grounded claims

79b9acb2b740797caa6a7e57fc2679de7b65dca7

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.

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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

f978e93f375cc4ca83f63ec064cb82dbf0620508

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

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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

df8812d255e64e0a0bd65a61a661ccba3c229f4a

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).

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

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

Comparable filings

APAD

Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M

Enhanced Group Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 5.06, 3.02, 9.01, 4.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.05, 7.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This 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.

Comparable filing

As a result of the Business Combination, the Company ceased being a shell company

Filing page SEC filing

CHRN

Ekso Bionics completes reverse merger with Applied Digital subsidiary; renames to ChronoScale Corp.

EKSO BIONICS HOLDINGS, INC. May 5, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 2.02, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This 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.

Comparable filing

on May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada with a delayed effective date and time of 3:00 a.m. (Eastern Time) on May 5, 2026.

Filing page SEC filing

FFIC

OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares

FLUSHING FINANCIAL CORP June 1, 2026, 5:21 PM ET m_and_a Items 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This 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.

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Filing page SEC filing

EWCZ

European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted

European Wax Center, Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.02, 5.03, 5.01, 8.01, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share

Filing page SEC filing

PKST

Brookfield completes $1.2B acquisition of Peakstone Realty Trust at $21.00/share

Peakstone Realty Trust May 6, 2026, 7:59 PM ET m_and_a Items 2.01, 3.01, 3.02, 5.03, 3.03, 5.01, 5.02, 8.01, 9.01

same fact type: governance_change same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This 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.

Comparable filing

In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.

Filing page SEC filing

GYRE

Gyre Therapeutics completes $300M all-stock acquisition of Cullgen; appoints Ying Luo as CEO

GYRE THERAPEUTICS, INC. May 4, 2026, 7:59 PM ET m_and_a Items 2.01, 5.03, 1.01, 3.02, 3.03, 5.02, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This 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.

Comparable filing

The Company has filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Company Preferred Stock (the “Certificate of Designation”) in connection with the Merger referenced in Item 1.01 above.

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

Source: SEC EDGAR
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