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
Date of Report (Date of earliest event reported): November 26, 2025 (November 25, 2025)
PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of registrant as specified in charter)
Tennessee
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001-39309
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62-1812853
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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21 Platform Way South, Suite 2300
Nashville, Tennessee, 37203
(Address of principal executive offices)
(615) 744-3700
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Name of Each Exchange on
Which Registered
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Common Stock (par value $1.00 per share)
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PNFP
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The Nasdaq Stock Market LLC
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Depositary Shares (each representing a 1/40th interest in a share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B)
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PNFPP
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The Nasdaq Stock Market LLC
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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. ☐
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Item 7.01.
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Regulation FD Disclosure.
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As previously disclosed, on July 24, 2025, Pinnacle
Financial Partners, Inc. (“Pinnacle”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Pinnacle, Synovus Financial Corp. (“Synovus”) and Steel Newco Inc., a
newly formed Georgia corporation jointly owned by Pinnacle and Synovus (“Newco”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, (i) Pinnacle
and Synovus 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., (ii) 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 (iii) 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”, and together with the Merger, the “Transaction”), with Pinnacle Bank continuing as the
surviving entity in the Bank Merger.
On November 25, 2025, Pinnacle and Synovus issued a joint investor presentation providing supplemental information regarding the Transaction. A copy of
the joint investor presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 7.01 of this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this report, including Exhibit 99.1, shall not be incorporated by reference into
any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference
to such filing.
On November 25, 2025, Pinnacle and Synovus issued a joint press release announcing that Pinnacle and Synovus have received approvals from the Board
of Governors of the Federal Reserve System to complete the Merger, the FRS Membership and the Bank Merger.
On November 25, 2025 and November 26, 2025, Synovus and Pinnacle also received approvals from the Tennessee
Department of Financial Institutions and the Georgia Department of Banking and Finance, respectively, which constitute the remaining bank regulatory approvals required to complete the Transaction. The closing of the Transaction is expected to
occur on January 1, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions set forth in the Merger Agreement.
A copy of the joint press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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99.1
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Joint Informational Presentation of Pinnacle Financial Partners, Inc. and Synovus Financial Corp., dated November 25, 2025.
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99.2
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Joint Press Release of Pinnacle Financial Partners, Inc. and Synovus Financial Corp., dated November 25, 2025.
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104
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Cover Page Interactive Data File (formatted as Inline XBRL).
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Forward-Looking Statements
This communication 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 Pinnacle and Synovus, including future financial and operating results (including the anticipated impact of the proposed transaction on Pinnacle’s and Synovus’ 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 Pinnacle’s, Synovus’ or the 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 Pinnacle, Synovus 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, Pinnacle or Synovus 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 communication. Many of these factors are beyond Pinnacle’s,
Synovus’ 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 Pinnacle’s business and to Synovus’ 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 amount of the costs, fees, expenses and charges related to the transaction, (5) reputational risk and the
reaction of each company’s customers, suppliers, employees or other business partners to the proposed transaction, (6) 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, (7) the dilution caused by the issuance of shares of the combined company’s common stock in the transaction,
(8) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (9) risks related to management and oversight of the expanded business and operations of
the combined company following the closing of the proposed transaction, (10) 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, (11) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Pinnacle, Synovus or the combined
company and (12) general competitive, economic, political and market conditions and other factors that may affect future results of Pinnacle and Synovus 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 Pinnacle and Synovus can be found in Pinnacle’s or Synovus’ filings with the Securities and Exchange Commission (the “SEC”), including in 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, and 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. 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. Pinnacle and Synovus 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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PINNACLE FINANCIAL PARTNERS, INC.
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| Date: November 26, 2025 |
By: |
/s/ Harold R. Carpenter |
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Name: |
Harold R. Carpenter |
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Title: |
Executive Vice President and Chief Financial Officer |
