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, Inc. (PNFP): auditor change — Pinnacle Financial Partners closes merger with Synovus; trading on NYSE starts Jan 2

Pinnacle Financial Partners, Inc.

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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Pinnacle Financial Partners, Inc. filing history →

Source: SEC EDGAR
accession 0001140361-26-000050
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