SNV 8-K: Synovus & Pinnacle to Merge; 0.5237x Exchange Ratio

Q: What is the Synovus (SNV) exchange ratio in the merger?

Each SNV common share will convert into 0.5237 shares of Newco , with cash paid for fractional shares.

Q: How will Pinnacle shareholders be compensated?

Each Pinnacle common share converts on a one-for-one basis into Newco common stock.

Q: Who will lead the combined company after closing?

Kevin Blair becomes CEO & President, Jamie Gregory CFO, and M Terry Turner non-executive Chair.

Q: Is there a break-up fee if the deal is terminated?

Yes, either party may owe a US$425 million termination fee under specified circumstances.

[8-K] Synovus Financial Corp. Reports Material Event

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Synovus Financial (SNV) filed an 8-K disclosing a merger-of-equals with Pinnacle Financial Partners. Both holding companies will merge into newly created Steel Newco Inc., which will take the Pinnacle Financial Partners name and continue trading on the NYSE.

Consideration: each Synovus common share converts into 0.5237 Newco shares; each Pinnacle share converts one-for-one. Cash will be paid for fractional shares. All Series D and E Synovus preferred and Pinnacle Series B preferred convert into economically similar Newco preferred.

Governance & management: a 15-member board (8 Pinnacle, 7 Synovus) will be chaired by Pinnacle founder M Terry Turner (non-executive). Synovus CEO Kevin Blair becomes CEO and President; Jamie Gregory becomes CFO; Robert McCabe becomes Vice Chair and Chief Banking Officer. Headquarters: Newco in Atlanta; Pinnacle Bank in Nashville.

Key terms: closing requires shareholder approvals, Federal Reserve and state banking consents, NYSE listing and effective Form S-4. Either party owes a 425 million USD break-up fee if certain termination events occur. Separate two-year employment contracts lock in Blair (1.15 m USD base, 170 pct bonus target, 5.8 m USD LTI) and Gregory (0.675 m USD base, 120 pct bonus, 1.825 m USD LTI).

Synovus Financial(SNV)電� Pinnacle Financial Partners鞕€鞚� 霃欕摫頃╇硲鞚� 瓿奠嫓頃橂姅 8-K毳� 鞝滌稖頄堨姷雼堧嫟. 霊� 歆€欤柬殞靷姅靸堧 靹る霅� Steel Newco Inc.搿� 頃╇硲霅橂┌, 鞚� 須岇偓電� Pinnacle Financial Partners霛茧姅鞚措鞚� 靷毄頃橁碃 NYSE鞐愳劀瓿勳啀瓯半灅霅� 鞓堨爼鞛呺媹雼�.

雽赌臧赌: Synovus 氤错喌欤� 1欤茧姅 Newco 欤检嫕 0.5237欤茧 鞝勴櫂霅橂┌, Pinnacle 欤检嫕鞚€ 1雽€1搿� 鞝勴櫂霅╇媹雼�. 靻岇垬欤检嫕鞐� 雽€頃挫劀電� 順勱笀鞚� 歆€旮夒惄雼堧嫟. Synovus鞚� D, E 鞁滊Μ歃� 鞖办劆欤检檧 Pinnacle鞚� B 鞁滊Μ歃� 鞖办劆欤茧姅瓴届牅鞝侅溂搿� 鞙犾偓頃� Newco 鞖办劆欤茧 鞝勴櫂霅╇媹雼�.

歆€氚瓣惮臁� 氚� 瓴届榿歆�: 15氇� 鞚挫偓須�(8氇� Pinnacle, 7氇� Synovus)臧€ 甑劚霅橂┌, Pinnacle 彀诫鞛� M Terry Turner臧€ 牍勳儊鞛� 鞚橃灔鞙茧 靹犾瀯霅╇媹雼�. Synovus CEO Kevin Blair臧€ CEO 瓴� 靷灔鞚� 霅橁碃, Jamie Gregory臧€ CFO, Robert McCabe臧€ 攵€須岇灔瓴� 斓滉碃鞚€頄夓眳鞛勳瀽臧€ 霅╇媹雼�. 氤胳偓電� Newco電� 鞎犿媭霝滍儉, Pinnacle Bank電� 雮挫妶牍岇棎鞙勳箻頃╇媹雼�.

欤检殧臁瓣贝: 瓯半灅膦呺電� 欤检＜鞀轨澑, 鞐半癌欷€牍勳牅霃�(Federal Reserve) 氚� 欤� 鞚€頄� 雼龟淡鞚� 鞀轨澑, NYSE 靸侅灔氚� S-4 鞏戩嫕鞚� 須牓鞚� 頃勳殧搿� 頃╇媹雼�. 韸轨爼膦呺 靷湢氚滌儩鞁� 鞏措姁頃� 飒届潃 4鞏� 2,500毵� 雼煬鞚� 鞙勳暯旮堨潉歆€攵堩暣鞎� 頃╇媹雼�. 氤勲弰鞚� 2雲� 瓿犾毄瓿勳暯鞙茧 Blair(旮半掣旮� 115毵� 雼煬, 氇╉憸氤措剤鞀� 170%, 鞛リ赴鞚胳劶韹半笇 580毵� 雼煬)瓿� Gregory(旮半掣旮� 67.5毵� 雼煬, 氤措剤鞀� 120%, 鞛リ赴鞚胳劶韹半笇 182.5毵� 雼煬)毳� 頇曤炒頃╇媹雼�.

Positive

All-stock structure preserves liquidity and capital for the combined entity.
Balanced governance with 15-member board (8 Pinnacle, 7 Synovus) reduces control disputes.
Defined executive slate provides continuity, mitigating management turnover risk.
Preferred shareholders protected via equivalent Newco series.

Negative

US$425 million termination fee is sizable and could pressure either party if conditions change.
Regulatory approvals from multiple banking agencies introduce timing and conditionality risk.
Substantial share issuance dilutes Synovus owners (0.5237 exchange ratio).
No quantified cost synergies or earnings accretion guidance provided.

Insights

TL;DR positive, transformative Southeast banking combination with clear leadership and balanced board.

The structured share exchange gives Pinnacle a slight control premium while capping dilution for Synovus at roughly 47 pct of Newco equity. Equal board representation and defined management roles reduce execution uncertainty. Break-up fee at 425 m USD is material but typical for a 20 bn-plus market cap deal, signalling high commitment. No cash component preserves capital ratios and should ease regulatory clearance. Overall, the filing signals a strategically coherent merger that could create one of the region鈥檚 largest super-community banks.

TL;DR neutral; deal faces heavy regulatory, integration and dilution risks.

Value creation hinges on cost synergies that are not quantified in the 8-K. Federal Reserve, Georgia and Tennessee banking approvals could take 6-9 months and may impose capital or divestiture conditions. Share issuance dilutes Synovus holders by almost half; meanwhile, a high 425 m USD fee limits flexibility if macro conditions worsen. Large cultural integration task鈥�15 directors, dual headquarters鈥攁dds complexity. Until financial targets are disclosed, risk-reward remains balanced.

07/25/2025 - 05:17 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

July 25, 2025 (July 24, 2025)

Date of Report (Date of earliest event reported)

SYNOVUS FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Georgia	001-10312	58-1134883
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

33 W. 14th Street

Columbus, Georgia 31901

(Address of principal executive offices)

(706) 641-6500

(Registrant’s telephone number, including area code)

(Not applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock (par value $1.00 per share)	SNV	New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D	SNV-PrD	New York Stock Exchange
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E	SNV-PrE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 24, 2025, Synovus Financial Corp., a Georgia corporation (“Synovus”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pinnacle Financial Partners, Inc., a Tennessee corporation (“Pinnacle”) and Steel Newco Inc., a newly formed Georgia corporation jointly owned by Synovus and Pinnacle (“Newco”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Synovus and Pinnacle will each simultaneously merge with and into Newco (such mergers, collectively, the “Merger”), with Newco continuing as the surviving corporation in the Merger and named Pinnacle Financial Partners, Inc. Upon the terms and subject to the conditions set forth in the Merger Agreement, immediately following the effective time of the Merger (the “Effective Time”), Pinnacle Bank, a Tennessee-chartered bank (“Pinnacle Bank”), will become a member bank of the Federal Reserve System (the “FRS Membership”), and immediately following the effectiveness of the FRS Membership, Synovus Bank, a Georgia-chartered bank (“Synovus Bank”), will merge with and into Pinnacle Bank (the “Bank Merger”), with Pinnacle Bank continuing as the surviving entity in the Bank Merger. The Merger Agreement was unanimously approved by the boards of directors of each of Synovus, Pinnacle and Newco.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of common stock, par value $1.00 per share, of Synovus (“Synovus Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Synovus or Pinnacle, will be converted into the right to receive 0.5237 shares (“Exchange Ratio”) of common stock of Newco (“Newco Common Stock”), and each share of common stock, par value $1.00 per share, of Pinnacle (“Pinnacle Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Synovus or Pinnacle, will be converted into the right to receive one share of Newco Common Stock. Holders of Synovus Common Stock will receive cash in lieu of fractional shares.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, (i) each share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, no par value, of Synovus (“Synovus Series D Preferred Stock”), (ii) each share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, no par value, of Synovus (“Synovus Series E Preferred Stock”), and (iii) each share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value, of Pinnacle (“Pinnacle Preferred Stock”), in each case outstanding immediately prior to the Effective Time, will be converted into the right to receive one share of an applicable newly created series of preferred stock of Newco having terms that are not materially less favorable than the Synovus Series D Preferred Stock, Synovus Series E Preferred Stock or Pinnacle Preferred Stock, respectively.

The Merger Agreement provides that, (i) effective as of the Effective Time, the number of directors that will comprise the board of directors of each of Newco and Pinnacle Bank will be fifteen (15), (ii) eight (8) members of the board of directors of Pinnacle (including M. Terry Turner, Robert A. McCabe, Jr and G. Kennedy Thompson) as of immediately prior to the Effective Time will become directors of Newco and Pinnacle Bank as of the Effective Time, and (iii) seven (7) members of the board of directors of Synovus (including Kevin S. Blair and Tim E. Bentsen) as of immediately prior to the Effective Time will become directors of Newco and Pinnacle Bank as of the Effective Time. The Merger Agreement also provides that, effective as of the Effective Time, Mr. Turner will serve as Non-Executive Chairman of the boards of directors of Newco and Pinnacle Bank and Mr. Bentsen will serve as Lead Independent Director of the boards of directors of Newco and Pinnacle Bank.

The Merger Agreement provides that, effective as of the Effective Time, Mr. Blair will serve as Chief Executive Officer and President of Newco and Pinnacle Bank, A. Jamie Gregory, Jr. will serve as Chief Financial Officer of Newco and Pinnacle Bank, and Mr. McCabe will serve as Vice Chairman of the boards of directors and Chief Banking Officer of Newco and Pinnacle Bank. The headquarters of Newco will be in Atlanta, Georgia, and the headquarters of Pinnacle Bank will be in Nashville, Tennessee.

The Merger Agreement contains customary representations and warranties of both Synovus and Pinnacle, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time, (2) its obligations to call a meeting of its shareholders to adopt the Merger Agreement and the transactions contemplated thereby (such approval, in the case of Synovus, the “Requisite Synovus Vote”, and in the case of Pinnacle, the “Requisite Pinnacle Vote”) and, subject to certain exceptions, for the board of directors of each of Synovus and Pinnacle to recommend that its shareholders vote in favor of such approvals, and (3) its non-solicitation obligations relating to alternative acquisition proposals. Synovus and Pinnacle have also agreed to use their reasonable best efforts to obtain all necessary permits, consents, approvals and authorizations for consummation of the transactions contemplated by the Merger Agreement.

The completion of the Merger is subject to customary conditions, including (1) receipt of the Requisite Pinnacle Vote and the Requisite Synovus Vote, (2) authorization for listing on the New York Stock Exchange of the shares of Newco Common Stock and Newco Preferred Stock (or, as applicable, depositary shares in respect thereof) to be issued in the Merger, subject to official notice of issuance, (3) receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Commissioner of the Tennessee Department of Financial Institutions and the Georgia Department of Banking and Finance, (4) effectiveness of the registration statement on Form S-4 for the shares of Newco Common Stock and Newco Preferred Stock (or, as applicable, depositary shares in respect thereof) to be issued in the Merger, and (5) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger, the Bank Merger or any of the other transactions contemplated by the Merger Agreement or making the completion of the Merger, the Bank Merger or any of the other transactions contemplated by the Merger Agreement illegal. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (1) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (2) performance in all material respects by the other party of its obligations under the Merger Agreement and (3) receipt by such party of an opinion from its counsel to the effect that such party’s merger with and into Newco will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

The Merger Agreement provides certain termination rights for both Synovus and Pinnacle and further provides that a termination fee of $425,000,000 will be payable by either Synovus or Pinnacle, as applicable, in the event of a termination of the Merger Agreement under certain circumstances.

The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (1) will not survive consummation of the Merger and (2) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding Synovus or Pinnacle, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Synovus, Pinnacle, their respective affiliates or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a joint proxy statement of Synovus and Pinnacle and a prospectus of Newco, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that each of Synovus and Pinnacle makes with the Securities and Exchange Commission (the “SEC”).

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, on July 24, 2025, Kevin S. Blair, the Company’s President and Chief Executive Officer, and A. Jamie Gregory, Jr., the Company’s Executive Vice President and Chief Financial Officer, each entered into an executive employment agreement with Synovus and Synovus Bank (the “Blair Agreement” and “Gregory Agreement”, as applicable). Each of the Blair Agreement and the Gregory Agreement will become effective as of, and contingent upon the occurrence of, the Effective Time and will have a term ending on the day after the second anniversary of the Effective Time (the “Employment Period”).

Executive Employment Agreement with Mr. Blair

The Blair Agreement provides that Mr. Blair will be employed as President and Chief Executive Officer of Newco and Pinnacle Bank and serve as a member of the Newco board of directors (the “Board”) and Pinnacle Bank board of directors (the “Bank Board”) during the Employment Period. Beginning on the second anniversary of the Effective Time (or at such earlier time when M. Terry Turner ceases to serve as Chairman for any reason), Mr. Blair will serve as Chairman of the Board and Bank Board in addition to President and Chief Executive Officer. Upon the expiration of the Employment Period, Mr. Blair’s employment as President, Chief Executive Officer and Chairman will continue on an “at-will” basis.

Pursuant to the Blair Agreement, Mr. Blair will receive an annual base salary of $1,150,000, will be eligible for an annual cash incentive award with a target opportunity of 170% of his base salary, will be granted annual long-term incentive awards with a target grant date fair value of $5,800,000, and will be provided employee benefits and perquisites no less favorable than those provided to other Newco executive officers and those provided to Mr. Blair prior to the Effective Time.

Mr. Blair’s employment may not be terminated and he may not be removed from the positions of President, Chief Executive Officer and, as applicable, Chairman during the Employment Period without an affirmative vote of 75% of the members of the Board. Upon Mr. Blair’s termination of employment by Newco without cause or by Mr. Blair for good reason (in each case, as defined in the Blair Agreement) during the Employment Period, Mr. Blair will be entitled to the severance benefits provided under his existing change of control agreement with the Company, which are incorporated into the Blair Employment Agreement, as well as accelerated vesting of his outstanding equity awards, with performance-based vesting criteria deemed achieved based on the greater of target and actual performance.

Executive Employment Agreement with Mr. Gregory

The Gregory Agreement provides that Mr. Gregory will be employed as Executive Vice President and Chief Financial Officer of Newco and Pinnacle Bank during the Employment Period. Upon the expiration of the Employment Period, Mr. Gregory’s employment as Executive Vice President and Chief Financial Officer will continue on an “at-will” basis.

Pursuant to the Gregory Agreement, Mr. Gregory will receive an annual base salary of $675,000, will be eligible for an annual cash incentive award with a target opportunity of 120% of his base salary, will be granted annual long-term incentive awards with a target grant date fair value of $1,825,000, and will be provided employee benefits and perquisites no less favorable than those provided to other Newco executive officers and those provided to Mr. Gregory prior to the Effective Time.

Mr. Gregory’s employment may not be terminated and he may not be removed from the positions of Executive Vice President and Chief Financial Officer during the Employment Period without an affirmative vote of 75% of the members of the Board. Upon Mr. Gregory’s termination of employment by Newco without cause or by Mr. Gregory for good reason (in each case, as defined in the Gregory Agreement) during the Employment Period, Mr. Gregory will be entitled to severance benefits provided under his existing change of control agreement with Synovus, which are incorporated into the Blair Employment Agreement, as well as accelerated vesting of his outstanding equity awards, with performance-based vesting criteria deemed achieved based on the greater of target and actual performance.

The foregoing descriptions of the Blair Agreement and the Gregory Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Blair Agreement and the Gregory Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of July 24, 2025, by and among Synovus, Pinnacle and Steel Newco Inc.
10.1		Employment Agreement, dated as of July 24, 2025, by and among Synovus, Synovus Bank, and Kevin Blair.
10.2		Employment Agreement, dated as of July 24, 2025, by and among Synovus, Synovus Bank, and Jamie Gregory.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction between Synovus Financial Corp. (“Synovus”) and Pinnacle Financial Partners, Inc. (“Pinnacle”), including future financial and operating results (including the anticipated impact of the proposed transaction on Synovus’ and Pinnacle’s respective earnings and tangible book value), statements related to the expected timing of the completion of the proposed transaction, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. You can identify these forward-looking statements through the use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the outlook for Synovus’, Pinnacle’s or combined company’s future businesses and financial performance and/or the performance of the banking industry and economy in general.

Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Synovus, Pinnacle or the combined company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, Synovus or Pinnacle and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this Current Report on Form 8-K. Many of these factors are beyond Synovus’, Pinnacle’s or the combined company’s ability to control or predict. These factors include, among others, (1) the risk that the cost savings and synergies from the proposed transaction may not be fully realized or may take longer than anticipated to be realized, (2) disruption to Synovus’ business and to Pinnacle’s business as a result of the announcement and pendency of the proposed transaction, (3) the risk that the integration of Pinnacle’s and Synovus’ respective businesses and operations will be materially delayed or will be more costly or difficult than expected, including as a result of unexpected factors or events, (4) the failure to obtain the necessary approvals by the shareholders of Synovus or Pinnacle, (5) the amount of the costs, fees, expenses and charges related to the transaction, (6) the ability by each of Synovus and Pinnacle to obtain required governmental approvals of the proposed transaction on the timeline expected, or at all, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company after the closing of the proposed transaction or adversely affect the expected benefits of the proposed transaction, (7) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the proposed, (8) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the proposed transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (9) the dilution caused by the issuance of shares of the combined company’s common stock in the transaction, (10) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (11) risks related to management and oversight of the expanded business and operations of the combined company following the closing of the proposed transaction, (12) the possibility the combined company is subject to additional regulatory requirements as a result of the proposed transaction or expansion of the combined company’s business operations following the proposed transaction, (13) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Synovus, Pinnacle or the combined company and (14) general competitive, economic, political and market conditions and other factors that may affect future results of Synovus and Pinnacle including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; and capital management activities. Additional factors which could affect future results of Synovus and Pinnacle can be found in Synovus’ or Pinnacle’s filings with the Securities and Exchange Commission (the “SEC”), including in Synovus’ Annual Report on Form 10-K for the year ended December 31, 2024, under the captions “Forward-Looking Statements” and “Risk Factors,” and Synovus’ Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and Pinnacle’s Annual Report on Form 10-K for the year ended December 31, 2024, under the captions “Forward-Looking Statements” and “Risk Factors,” and in Pinnacle’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. Synovus and Pinnacle do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.

Important Information About the Merger and Where to Find It

Steel Newco Inc. (“Newco”) intends to file a registration statement on Form S-4 with the SEC to register the shares of Newco common stock that will be issued to Pinnacle shareholders and Synovus shareholders in connection with the proposed transaction. The registration statement will include a joint proxy statement of Synovus and Pinnacle that also constitutes a prospectus of Newco. The definitive joint proxy statement/prospectus will be sent to the shareholders of each of Synovus and Pinnacle in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Synovus, Pinnacle or Newco through the website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of Synovus or Pinnacle at:

	Synovus Financial Corp.	Pinnacle Financial Partners, Inc.
	33 West 14th Street	21 Platform Way South
	Columbus, GA 31901	Nashville, TN 37203
	Attention: Investor Relations	Attention: Investor Relations
	[email protected] (706) 641-6500	[email protected] (615) 743-8219

Before making any voting or investment decision, investors and security holders of Synovus and Pinnacle are urged to read carefully the entire registration statement and joint proxy statement/prospectus when they become available, including any amendments thereto, because they will contain important information about the proposed transaction. Free copies of these documents may be obtained as described above.

Participants in Solicitation

Synovus and Pinnacle and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Synovus’ shareholders and Pinnacle’s shareholders in respect of the proposed transaction under the rules of the SEC. Information regarding Synovus’ directors and executive officers is available in Synovus’ proxy statement for its 2025 annual meeting of shareholders, filed with the SEC on March 12, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018349/000001834925000057/syn-20250312.htm) (the “Synovus 2025 Proxy”), under the headings “Corporate Governance and Board Matters,” “Director Compensation,” “Proposal 1 Election of Directors,” “Executive Officers,” “Stock Ownership of Directors and Named Executive Officers,” “Executive Compensation,” “Compensation and Human Capital Committee Report,” “Summary Compensation Table,” and “Certain Relationships and Related Transactions,” and in Synovus’ Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018349/000001834925000049/syn-20241231.htm), and in other documents subsequently filed by Synovus with the SEC, which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of Synovus’ securities by Synovus’ directors or executive officers from the amounts described in the Synovus 2025 Proxy have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Synovus 2025 Proxy and are available at the SEC’s website at www.sec.gov. Information regarding Pinnacle’s directors and executive officers is available in Pinnacle’s proxy statement for its 2025 annual meeting of shareholders, filed with the SEC on March 3, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1115055/000111505525000063/pnfp-20250303.htm) (the “Pinnacle 2025 Proxy”), under the headings “Environmental, Social and Corporate Governance,” “Proposal 1 Election of Directors,” “Information About Our Executive Officers,” “Executive Compensation,” “Security Ownership of Certain Beneficial Owners and Management,” and “Certain Relationships and Related Transactions,” and in Pinnacle’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1115055/000111505525000042/pnfp-20241231.htm), and in other documents subsequently filed by Pinnacle with the SEC, which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of Pinnacle’s securities by Pinnacle’s directors or executive officers from the amounts described in the Pinnacle 2025 Proxy have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Pinnacle 2025 Proxy and are available at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be included in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	SYNOVUS FINANCIAL CORP.

Dated: July 25, 2025	By:	/s/ Allan E. Kamensky
		Name:	Allan E. Kamensky
		Title:	Executive Vice President and General Counsel

Source:

FAQ

What is the Synovus (SNV) exchange ratio in the merger?

Each SNV common share will convert into 0.5237 shares of Newco, with cash paid for fractional shares.

How will Pinnacle shareholders be compensated?

Each Pinnacle common share converts on a one-for-one basis into Newco common stock.

What happens to Synovus and Pinnacle preferred stock?

Series D & E Synovus and Series B Pinnacle preferred shares convert into economically similar Newco preferred on a 1-for-1 basis.

Who will lead the combined company after closing?

Kevin Blair becomes CEO & President, Jamie Gregory CFO, and M Terry Turner non-executive Chair.

Is there a break-up fee if the deal is terminated?

Yes, either party may owe a US$425 million termination fee under specified circumstances.

What approvals are required before the merger closes?

Shareholder votes, Federal Reserve, Georgia and Tennessee banking approvals, NYSE listing and an effective Form S-4 registration statement.

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[8-K] Synovus Financial Corp. Reports Material Event

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What is the Synovus (SNV) exchange ratio in the merger?

How will Pinnacle shareholders be compensated?

What happens to Synovus and Pinnacle preferred stock?

Who will lead the combined company after closing?

Is there a break-up fee if the deal is terminated?

What approvals are required before the merger closes?

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[8-K] Synovus Financial Corp. Reports Material Event

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FAQ

What is the Synovus (SNV) exchange ratio in the merger?

How will Pinnacle shareholders be compensated?

What happens to Synovus and Pinnacle preferred stock?

Who will lead the combined company after closing?

Is there a break-up fee if the deal is terminated?

What approvals are required before the merger closes?

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