8-K12B
filed January 2, 2026, 6:59 PM ET
ticker PNFP
CIK 0002082866
M&A
confidence high
sentiment positive
materiality 1.00
Pinnacle Financial Partners, Inc. (PNFP): auditor change — Pinnacle Financial Partners closes merger with Synovus; trading on NYSE starts Jan 2
Pinnacle Financial Partners, Inc.
- Synovus shareholders receive 0.5237 New Pinnacle shares per SNV share; Legacy Pinnacle shares convert 1:1.
- New Pinnacle common (PNFP) and preferred series (PNFP-PrA, PrB, PrC) begin trading on NYSE Jan 2, 2026; legacy stocks delisted.
- Board expanded to 15 directors; M. Terry Turner named Non-Executive Chair, Tim Bentsen Lead Independent Director.
- KPMG appointed as New Pinnacle's independent auditor, effective Jan 1, 2026, replacing prior auditors.
- New Pinnacle assumes Synovus and Legacy Pinnacle debt obligations via supplemental indentures and assumption agreements.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Pinnacle Financial Partners, Inc. engaged KPMG LLP as its auditor.
- Action
- engagement
- Auditor
- KPMG LLP
Exact text from the filing
6 Item 4.01 Changes in Registrant’s Certifying Accountant In connection with the completion of the Merger, the New Pinnacle Board (as defined below) approved the appointment of KPMG LLP (“KPMG”) as New Pinnacle’s independent registered public accounting firm
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Pinnacle Financial Partners, Inc. amended senior notes with The Bank of New York Mellon, N.A. at 6.168% Fixed Rate / Floating Rate maturing due 2030.
- Instrument
- senior notes
- Counterparty
- The Bank of New York Mellon, N.A.
- Rate
- 6.168% Fixed Rate / Floating Rate
- Maturity
- due 2030
- Event
- amendment
Exact text from the filing
in connection with the completion of the Merger, New Pinnacle and The Bank of New York Mellon, N.A. (“BNY”), as trustee under each of the Series (as defined below), entered into supplemental indentures (collectively, the “Synovus Supplemental Indentures”) with respect to each of Synovus’: (i) 6.168% Fixed Rate / Floating Rate Senior Notes due 2030
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Pinnacle Financial Partners, Inc. amended senior notes with The Bank of New York Mellon, N.A. maturing due 2035.
- Instrument
- senior notes
- Counterparty
- The Bank of New York Mellon, N.A.
- Maturity
- due 2035
- Event
- amendment
Exact text from the filing
in connection with the completion of the Merger, New Pinnacle and The Bank of New York Mellon, N.A. (“BNY”), as trustee under each of the Series (as defined below), entered into supplemental indentures (collectively, the “Synovus Supplemental Indentures”) with respect to each of Synovus’: (i) 6.168% Fixed Rate / Floating Rate Senior Notes due 2030, (ii) 5.900% Fixed-to-Fixed Rate Subordinated Notes due 2029 and (iii) Junior Subordinated Debt Securities due 2035
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Pinnacle Financial Partners, Inc. amended senior notes with The Bank of New York Mellon, N.A. at 5.900% Fixed-to-Fixed Rate maturing due 2029.
- Instrument
- senior notes
- Counterparty
- The Bank of New York Mellon, N.A.
- Rate
- 5.900% Fixed-to-Fixed Rate
- Maturity
- due 2029
- Event
- amendment
Exact text from the filing
in connection with the completion of the Merger, New Pinnacle and The Bank of New York Mellon, N.A. (“BNY”), as trustee under each of the Series (as defined below), entered into supplemental indentures (collectively, the “Synovus Supplemental Indentures”) with respect to each of Synovus’: (i) 6.168% Fixed Rate / Floating Rate Senior Notes due 2030, (ii) 5.900% Fixed-to-Fixed Rate Subordinated Notes due 2029
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Pinnacle Financial Partners, Inc. amended senior notes with The Bank of New York Mellon, N.A. at 5.625% maturing due 2028.
- Instrument
- senior notes
- Counterparty
- The Bank of New York Mellon, N.A.
- Rate
- 5.625%
- Maturity
- due 2028
- Event
- amendment
Exact text from the filing
Pinnacle Bank and BNY, as agent under each of the respective Synovus Bank Series (as defined below), entered into assumption agreements (collectively, the “Assumption Agreements”) with respect to each of Synovus Bank’s: (i) 5.625% Senior Bank Notes due 2028
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Pinnacle Financial Partners, Inc. amended senior notes with The Bank of New York Mellon, N.A. at 5.957% Fixed-to-Fixed Rate maturing due 2036.
- Instrument
- senior notes
- Counterparty
- The Bank of New York Mellon, N.A.
- Rate
- 5.957% Fixed-to-Fixed Rate
- Maturity
- due 2036
- Event
- amendment
Exact text from the filing
Pinnacle Bank and BNY, as agent under each of the respective Synovus Bank Series (as defined below), entered into assumption agreements (collectively, the “Assumption Agreements”) with respect to each of Synovus Bank’s: (i) 5.625% Senior Bank Notes due 2028 and (ii) 5.957% Fixed-to-Fixed Rate Subordinated Bank Notes due 2036
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Pinnacle Financial Partners, Inc.: Amended and restated bylaws to reflect Merger-related changes (effective 2026-01-01).
- Change
- bylaw amendment
- Effective
- 2026-01-01
Exact text from the filing
Effective as of January 1, 2026, in connection with the Merger, New Pinnacle amended and restated its certificate of incorporation and its bylaws to reflect the changes contemplated by the Merger Agreement and described in the Joint Proxy Statement/Prospectus.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Pinnacle Financial Partners, Inc.: Amended and restated certificate of incorporation to reflect Merger-related changes (effective 2026-01-01).
- Change
- charter amendment
- Effective
- 2026-01-01
Exact text from the filing
Effective as of January 1, 2026, in connection with the Merger, New Pinnacle amended and restated its certificate of incorporation and its bylaws to reflect the changes contemplated by the Merger Agreement and described in the Joint Proxy Statement/Prospectus.
View on SEC.gov
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. and Legacy Pinnacle Financial Partners, Inc. (closed 2026-01-01).
- Action
- change of control
- Counterparty
- Synovus Financial Corp. and Legacy Pinnacle Financial Partners, Inc.
- Closing
- 2026-01-01
Exact text from the filing
Effective January 1, 2026 (the “Closing Date”), Pinnacle Financial Partners, Inc. (formerly Steel Newco Inc.), a Georgia corporation (“New Pinnacle”), completed the previously announced transactions contemplated by the Agreement and Plan of Merger, dated July 24, 2025 (the “Merger Agreement”), by and among Synovus Financial Corp., a Georgia corporation (“Synovus”), Pinnacle Financial Partners, Inc., a Tennessee corporation (“Legacy Pinnacle”), and New Pinnacle.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Pinnacle Financial Partners, Inc. entered into Synovus Supplemental Indentures with The Bank of New York Mellon, N.A..
- Action
- entry
- Agreement
- notes offering
- Counterparty
- The Bank of New York Mellon, N.A.
Exact text from the filing
entered into supplemental indentures (collectively, the “Synovus Supplemental Indentures”) with respect to each of Synovus’: (i) 6.168% Fixed Rate / Floating Rate Senior Notes due 2030, (ii) 5.900% Fixed-to-Fixed Rate Subordinated Notes due 2029 and (iii) Junior Subordinated Debt Securities due 2035
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Pinnacle Financial Partners, Inc. entered into Assumption Agreements with The Bank of New York Mellon, N.A..
- Action
- entry
- Agreement
- notes offering
- Counterparty
- The Bank of New York Mellon, N.A.
Exact text from the filing
entered into assumption agreements (collectively, the “Assumption Agreements”) with respect to each of Synovus Bank’s: (i) 5.625% Senior Bank Notes due 2028 and (ii) 5.957% Fixed-to-Fixed Rate Subordinated Bank Notes due 2036
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Pinnacle Financial Partners, Inc. entered into Legacy Pinnacle Supplemental Indenture with U.S. Bank Trust Company, National Association.
- Action
- entry
- Agreement
- notes offering
- Counterparty
- U.S. Bank Trust Company, National Association
Exact text from the filing
entered into a supplemental indenture (the “Legacy Pinnacle Supplemental Indenture”) with respect to Legacy Pinnacle’s 4.125% Fixed to Floating Rate Subordinated Notes due 2029
View on SEC.gov
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