Synovus (NYSE: SNV) investors shifted to Pinnacle Financial stock after merger

Rhea-AI Filing Summary

Synovus Financial Corp. has terminated the registration of its common and preferred stock because it has completed a merger into a new parent company. Synovus and Pinnacle Financial Partners, Inc., a Tennessee corporation, were merged into Pinnacle Financial Partners, Inc. (formerly Steel Newco Inc.), which continues as the surviving Georgia corporation under the Pinnacle Financial Partners, Inc. name.

At the merger’s effective time, each share of Synovus common stock was converted into the right to receive 0.5237 shares of New Pinnacle common stock. Each share of Synovus Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, became the right to receive one share of New Pinnacle Series A preferred stock, and each Synovus Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, became the right to receive one share of New Pinnacle Series B preferred stock. As a result, there are no remaining holders of record of the Synovus securities covered by this Form 15, and Synovus, now succeeded by Pinnacle Financial Partners, Inc., is ending its reporting obligations for these securities.

Insights

Bank M&A and Regulatory Filings Analyst

Synovus disappears as an SEC registrant after share-for-share merger into Pinnacle.

The content describes the technical clean-up after a completed merger among Synovus Financial Corp., a Georgia corporation, Pinnacle Financial Partners, Inc. (formerly Steel Newco Inc.), and a Tennessee Pinnacle entity. Synovus and the Tennessee Pinnacle company merged into the Georgia New Pinnacle, which now carries the Pinnacle Financial Partners, Inc. name. This Form 15 certifies that Synovus no longer has registered holders for the covered securities.

Economically, Synovus investors’ positions were converted rather than canceled. Each Synovus common share became the right to receive 0.5237 shares of New Pinnacle common stock. The preferred stocks converted on a one-for-one basis into new series of New Pinnacle preferred shares (Series D into Series A; Series E into Series B). The filing notes that there are no remaining holders of record of Synovus securities, supporting the termination of registration and suspension of reporting duties for those classes.

For investors, the key practical effect is that Synovus ceases to exist as a separate reporting company, and exposure is now through Pinnacle Financial Partners, Inc. going forward. Future financial and governance information for these legacy Synovus securities will flow through the surviving Pinnacle entity’s disclosures.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 001-10312

Synovus Financial Corp.

(Exact name of Issuer as specified in its charter)

c/o Pinnacle Financial Partners, Inc. (formerly Steel Newco Inc.)

3400 Overton Park Drive

Atlanta, GA  30339

(706) 641-6500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Common Stock, $1.00 par value

Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, no par value

Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, no par value

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under Section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)		☒
Rule 12g-4(a)(2)		☐
Rule 12h-3(b)(1)(i)		☒
Rule 12h-3(b)(1)(ii)		☐
Rule 15d-6		☐
Rule 15d-22(b)		☐

Approximate number of holders of record as of the certification or notice date:*

• Common Stock, $1.00 par value: Zero.

• Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, no par value: Zero.

• Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, no par value: Zero.

* As previously disclosed, 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. (formerly Steel Newco Inc.), a Georgia corporation (“New Pinnacle”), and Pinnacle Financial Partners, Inc., a Tennessee corporation (“Legacy Pinnacle”).  On January 1, 2026, pursuant to the terms of the Merger Agreement, Synovus and Legacy Pinnacle each simultaneously merged with and into New Pinnacle, with New Pinnacle continuing as the surviving corporation and changing its name to Pinnacle Financial Partners, Inc. (such mergers, collectively, the “Merger”).  At the effective time of the Merger (the “Effective Time”), (a) each share of the common stock, $1.00 par value, of Synovus issued and outstanding immediately prior to the Effective Time, other than certain shares held by Synovus and Legacy Pinnacle, was converted into the right to receive 0.5237 shares of common stock, par value $1.00 per share, of New Pinnacle, (b) each share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, no par value, of Synovus was converted into the right to receive one share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, no par value, of New Pinnacle, and (c) each share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, no par value, of Synovus was converted into the right to receive one share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, no par value, of New Pinnacle.  Accordingly, there are no holders of record of any class of securities covered by this Form 15.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Pinnacle Financial Partners, Inc., as successor by merger to Synovus Financial Corp., has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

		PINNACLE FINANCIAL PARTNERS, INC.
		as successor by merger to Synovus Financial Corp.
Date: January 12, 2026	By:	/s/ Allan E. Kamensky
	Name:	Allan E. Kamensky
	Title:	Executive Vice President and Chief Legal Officer

FAQ

What does Synovus Financial Corp.'s Form 15 filing mean for SNV stock?

The Form 15 shows that Synovus Financial Corp. has terminated the registration of its common and preferred stock because it merged into Pinnacle Financial Partners, Inc. Former Synovus common shares were converted into the right to receive 0.5237 shares of Pinnacle common stock, so investors now hold interests in the surviving Pinnacle entity rather than Synovus.

What happened to Synovus common stock in the Pinnacle merger?

At the merger's effective time, each share of Synovus common stock, $1.00 par value, issued and outstanding (excluding certain shares held by Synovus and Legacy Pinnacle) was converted into the right to receive 0.5237 shares of common stock of Pinnacle Financial Partners, Inc. (the surviving Georgia corporation).

How were Synovus preferred shares treated in the merger with Pinnacle?

Each share of Synovus Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D became the right to receive one share of Pinnacle's Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A. Each share of Synovus Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E became the right to receive one share of Pinnacle's Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B.

Why is Synovus ending its SEC reporting obligations with this Form 15?

Because all covered classes of Synovus securities were converted into Pinnacle securities in the merger, the company states there are no holders of record of those Synovus classes. This allows termination of registration under Section 12(g) and suspension of the duty to file reports under Sections 13 and 15(d) for those securities.

Who signed the Form 15 on behalf of Synovus after the merger?

The certification was signed by Pinnacle Financial Partners, Inc., as successor by merger to Synovus Financial Corp., through Allan E. Kamensky, who is identified as Executive Vice President and Chief Legal Officer.

Does Synovus still exist as an independent public company after this merger?

No. Synovus and the Tennessee Pinnacle entity each merged with and into Pinnacle Financial Partners, Inc. (formerly Steel Newco Inc.), with that Georgia corporation surviving and taking the Pinnacle Financial Partners, Inc. name. Synovus no longer exists as a separate SEC registrant for the securities covered by this Form 15.