[Form 5] John B. Sanfilippo & SON Annual Statement of Beneficial Ownership

Rhea-AI Filing Summary

Pinnacle Financial Partners (PNFP) signed an Agreement and Plan of Merger on 24 Jul 2025 with Synovus Financial Corp.. Both companies will merge into newly formed Steel Newco Inc., which will retain the Pinnacle name.

Exchange terms: each PNFP common share converts into 1.0 Newco share, while each Synovus share converts into 0.5237 Newco share; cash paid for fractional shares. Outstanding Series B, D and E preferred stock will become economically equivalent Newco series.

The combined entity will have a 15-member board (8 PNFP, 7 Synovus). Synovus CEO Kevin S. Blair will serve as CEO & President; PNFP CEO M. Terry Turner becomes Non-Executive Chair; headquarters move to Atlanta, with Pinnacle Bank remaining in Nashville.

Closing is conditioned on shareholder approval, multiple bank-regulator consents, NYSE listing of Newco securities and an effective Form S-4. Either party could owe a $425 million termination fee if the deal is terminated under specified circumstances.

Turner and Chairman Robert A. McCabe Jr. entered contingent agreements featuring $22.8 million and $8.1 million non-compete payments, accelerated vesting, cash compensation and aircraft perks, subject to up to 75% clawback on breach. Non-compete and non-solicitation covenants last four years.

The transaction seeks scale and geographic diversification, but faces integration, regulatory and execution risks highlighted in forward-looking statements.

Insights

M&A Specialist

TL;DR All-stock merger gives PNFP equal footing in larger franchise; exchange ratio favors Pinnacle, but execution and $425 m break fee carry risk.

Strategic fit: Combines two high-growth Southeast banks, potentially lifting market share, funding breadth and fee income without immediate cash outlay. PNFP holders retain 100 % economic participation via 1-for-1 share swap.
Governance: Balanced board (8/7 split) and PNFP chair role preserve influence, while Synovus gains day-to-day control through CEO position and Atlanta HQ.
Economics: Stock consideration avoids tangible book dilution for PNFP; integration synergies (not quantified here) could be sizable given overlapping markets. Termination fee is large but customary for $10-15 bn-range deals.
Risks: Regulatory approvals across two states and the Fed, systems conversion, and cultural integration. Generous retention packages may provoke shareholder scrutiny. Overall, transaction appears accretive on scale and cost-of-capital grounds.

Bank Equity Analyst

TL;DR Merger expands balance sheet, but dilution for Synovus holders and rich executive payouts temper near-term upside.

The 0.5237 exchange ratio implies Synovus investors cede majority ownership; for PNFP, parity limits premium upside but removes takeover discount. Integration timelines and regulatory hurdles could delay synergy realization, while a combined Atlanta/Nashville footprint may yield branch overlap costs. Executive packages (>$40 m) and aircraft perks may attract ISS/Glass Lewis criticism. With no quantified EPS accretion or cost saves in the filing, market reaction likely neutral until pro-forma financials are disclosed.

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Pronitcheva Julia A

(Last) (First) (Middle)

1703 N. RANDALL ROAD

(Street)

ELGIN IL 60123-7820

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SANFILIPPO JOHN B & SON INC [ JBSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP Human Resources

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	11/13/2024		P	7	A	$84.9	8,053	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/Gina Lakatos as Power of Attorney	07/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What do PNFP shareholders receive in the Synovus merger?

Each Pinnacle share converts into one share of Newco common stock; preferred shares become equivalent Newco series.

Is there a cash component for Synovus (SNV) shareholders?

Synovus holders get 0.5237 Newco shares per SNV share plus cash only for fractional shares.

What is the termination fee associated with the PNFP-Synovus merger?

Either party may owe a $425 million fee if the merger is terminated under specified conditions.

Who will lead the combined company after the merger closes?

Synovus CEO Kevin S. Blair becomes CEO & President; PNFP’s M. Terry Turner serves as Non-Executive Chairman.

When and where will shareholders vote on the merger?

Votes will occur after the SEC declares the Form S-4 effective; dates will be detailed in the joint proxy statement/prospectus.

Where will the new company be headquartered?

Headquarters will be in Atlanta, Georgia, while Pinnacle Bank will remain based in Nashville.