Pinnacle Finl Partners Inc SEC Filings

Pinnacle Financial Partners director Abney S. Boxley III reported a disposition of 1,377 shares of PNFP common stock on December 11, 2025 at a stated price of $0 per share, coded as transaction type "G." After this transaction, he holds 22,330 PNFP shares directly.

The filing also shows additional indirect ownership: 6,971 shares held "By Children" and 13,087 shares held through "Boxley Family, LLC." The report is filed for one reporting person and lists no derivative securities activity.

Pinnacle Financial Partners (PNFP) filed an 8-K announcing that all required bank regulatory approvals have been received for its previously announced merger with Synovus Financial Corp. Under the Agreement and Plan of Merger, Pinnacle and Synovus will each merge into jointly owned Steel Newco Inc., which will continue as Pinnacle Financial Partners, Inc. Immediately after the corporate merger, Pinnacle Bank is expected to become a member of the Federal Reserve System and Synovus Bank will merge into Pinnacle Bank, which will remain the surviving bank. The companies expect to close the overall transaction on January 1, 2026, subject to remaining customary closing conditions.

Pinnacle Financial Partners (PNFP) reported the results of a special shareholder meeting on November 6, 2025 regarding its proposed combination with Synovus via mergers of both companies into Steel Newco Inc. Shareholders approved the merger agreement with 56,781,228 votes for, 4,002,574 against, and 755,109 abstentions.

The advisory vote on merger‑related compensation for named executive officers was not approved, with 20,158,672 for, 40,312,983 against, and 1,087,256 abstentions; this vote is non‑binding and not a condition to closing. An adjournment proposal passed with 54,437,995 for, 6,313,200 against, and 807,716 abstentions, but no adjournment was needed. A quorum was achieved, with 61,558,911 shares represented, or 79.37% of the 77,559,967 shares outstanding as of September 26, 2025.

Pinnacle Financial Partners (PNFP) reported stronger Q3 2025 results. Net income rose to $173.1 million, and diluted EPS reached $2.19. Net interest income increased to $396.9 million as interest income of $721.2 million outpaced interest expense of $324.4 million. The provision for credit losses was $31.9 million. Noninterest income improved to $147.9 million, helped by higher investment services and income from an equity method investment.

On the balance sheet, total assets were $56.0 billion at September 30, 2025. Loans were $37.9 billion and deposits were $45.7 billion, with noninterest-bearing deposits at $9.0 billion. Shareholders’ equity was $6.86 billion, including accumulated other comprehensive loss of $159.8 million. The company recorded merger-related expenses of $7.7 million in the quarter. As of October 31, 2025, there were 77,575,457 common shares outstanding.

Pinnacle Financial Partners (PNFP) filed a Rule 425 communication regarding its proposed merger with Synovus Financial Corp. via Steel Newco Inc. The filing highlights that Newco’s Form S-4, registering Newco common stock to be issued to Pinnacle and Synovus shareholders in the transaction, was declared effective on September 30, 2025. A joint proxy statement/prospectus was filed the same day, and mailing to shareholders commenced on or about September 30, 2025.

The communication includes extensive forward-looking statements and risk factors outlining potential integration challenges, regulatory approvals, costs, timing, and market conditions. Investors are urged to read the effective registration statement and definitive joint proxy statement/prospectus available from the SEC and the companies’ investor relations channels before making any voting or investment decision.

Pinnacle Financial Partners, Inc. (PNFP) filed a Form 13F-HR reporting institutional equity holdings. The filing lists a Form 13F Information Table Value Total of $4,753,029,212 and 1,060 information table entries, indicating the number of reportable positions. The report type is a 13F Holdings Report, meaning all of the manager’s reportable holdings are included.

The filing also notes 2 Other Included Managers: Pinnacle Bank and Pinnacle Wealth Advisors.

Pinnacle Financial Partners (PNFP) filed an 8‑K providing supplemental disclosures for its pending merger with Synovus via Newco. The S‑4 registration for Newco was declared effective on September 30, 2025, and both companies set special shareholder meetings for November 6, 2025. The updates address stockholder litigation and demand letters without admitting liability, aiming to avoid delays.

The filing summarizes valuation work referenced in the joint proxy/prospectus. Centerview noted analyst price targets for Synovus of $55.00–$70.00 (median $62.00) and for Pinnacle of $117.00–$145.00 (median $130.00). Morgan Stanley’s analyses indicated implied present values per share of $50.50–$61.50 for Synovus and $107.25–$130.00 for Pinnacle, based on terminal multiples and discount rates disclosed. Merger impact estimates show accretion to Pinnacle’s EPS by approximately 24% in 2026 and 21% in 2027, with dilution to tangible book value per share of 9% and to CET1 of 131 basis points.