secwatch / observer
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 closes merger with Synovus; trading on NYSE starts Jan 2

Pinnacle Financial Partners, Inc.

item 1.01item 2.01item 2.03item 3.01item 3.03item 5.03item 4.01item 5.01item 5.02item 8.01item 9.01

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Pinnacle Financial Partners, Inc.
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2026-01-02T23:59:59+00:00
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JSON Markdown Plain text

Source-grounded claims

8e38b07122f4d24cd1d45785270a28bd80fd4a14

Pinnacle Financial Partners, Inc. engaged KPMG LLP as its auditor.

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

SEC 8-K Item 4.01/4.02 confidence 0.9 SEC evidence

0b06ef2d4ebf20d1c8c82e2b6472f483990f2ed2

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.

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

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

1f025f8201757cba5a5e97d788d6f398fb6ba0d7

Pinnacle Financial Partners, Inc. amended senior notes with The Bank of New York Mellon, N.A. maturing due 2035.

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

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

a2c77b87817f4e5238d5dc858ab90475b54a6cf9

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.

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

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

b7e0600823cf7beec91111c29e57539139a687fd

Pinnacle Financial Partners, Inc. amended senior notes with The Bank of New York Mellon, N.A. at 5.625% maturing due 2028.

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

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

cb1d6696bd8591fd92e0587bfa8bb74bd8d62843

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.

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

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

1631281ab01afaeabaa84cea2669aa78dd6e26ba

Pinnacle Financial Partners, Inc.: Amended and restated bylaws to reflect Merger-related changes (effective 2026-01-01).

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.

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

6c869cc729f416c53efee174065eaba5b84f8918

Pinnacle Financial Partners, Inc.: Amended and restated certificate of incorporation to reflect Merger-related changes (effective 2026-01-01).

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.

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

603ab7088bb623aa704f855a56e67642b2771e48

Pinnacle Financial Partners, Inc. underwent a change of control involving Synovus Financial Corp. and Legacy Pinnacle Financial Partners, Inc. (closed 2026-01-01).

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.

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

4615b5ab37b2d211d1797cf645342aa8519fd1f1

Pinnacle Financial Partners, Inc. entered into Synovus Supplemental Indentures with The Bank of New York Mellon, N.A..

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

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

8e80912dcfc36914e51ee5e36782b3c89fd9eb9f

Pinnacle Financial Partners, Inc. entered into Assumption Agreements with The Bank of New York Mellon, N.A..

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

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

c3d11bc914e8c9ff70eb458f4901ee190ba4e112

Pinnacle Financial Partners, Inc. entered into Legacy Pinnacle Supplemental Indenture with U.S. Bank Trust Company, National Association.

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

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

Comparable filings

Enviri II Corp

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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: debt_financing, governance_change, ma_transaction, material_agreement same SEC item: 1.01, 2.03, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

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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: debt_financing, ma_transaction same SEC item: 1.01, 2.01, 2.03, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

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CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement 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

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.

Comparable filing

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

This 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.

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BRUN

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same fact type: auditor_change same SEC item: 1.01, 2.01, 3.01, 3.03, 4.01, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This 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

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Emerald Holding, Inc. May 11, 2026, 7:59 PM ET m_and_a Items 1.01, 5.07, 8.01, 9.01

same fact type: material_agreement same SEC item: 1.01, 8.01, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

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Filing page SEC filing

EWCZ

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same fact type: debt_financing, ma_transaction, material_agreement same SEC item: 1.01, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a

This 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

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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: 1.01, 2.01, 3.01, 3.03, 4.01, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a

This 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.

Comparable filing

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Filing page SEC filing

Source: SEC EDGAR
accession 0001140361-26-000050
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