SNV and Pinnacle gain final bank approvals for planned merger

Rhea-AI Filing Summary

Synovus Financial Corp. and Pinnacle Financial Partners report that their planned merger has received key bank regulatory approvals, clearing the way for closing. The Federal Reserve Board approved the holding company merger, Pinnacle Bank’s membership in the Federal Reserve System, and the subsequent merger of Synovus Bank into Pinnacle Bank. The Tennessee Department of Financial Institutions and the Georgia Department of Banking and Finance also approved the transaction.

The combined transaction structure has Synovus and Pinnacle merging into a jointly owned Newco, which will be renamed Pinnacle Financial Partners, Inc., followed by the merger of Synovus Bank into Pinnacle Bank, with Pinnacle Bank as the surviving bank. The companies currently expect the transaction to close on January 1, 2026, subject to remaining customary closing conditions. Synovus and Pinnacle issued a joint investor presentation and a joint press release, furnished as Exhibits 99.1 and 99.2.

Insights

Banking M&A analyst

Synovus and Pinnacle clear major regulatory hurdles and target a January 1, 2026 closing for their bank merger.

Synovus Financial Corp. and Pinnacle Financial Partners have obtained approvals from the Federal Reserve, the Tennessee Department of Financial Institutions and the Georgia Department of Banking and Finance for their multi-step merger. The structure combines both holding companies into a jointly owned Newco, then merges Synovus Bank into Pinnacle Bank, with Pinnacle Bank remaining as the surviving institution.

These approvals remove a significant execution risk tied to regulatory review and allow the parties to focus on satisfying remaining customary closing conditions. The companies now expect the transaction to close on January 1, 2026. A joint investor presentation and press release outline anticipated benefits, while also highlighting typical bank-merger risks such as integration complexity, cost of the deal, potential reputational impacts and the possibility that projected cost savings and synergies may not be fully realized.

The forward-looking statements section also notes dilution from issuing combined company common stock and broader macro and industry risks, including interest rate changes, credit quality trends, technology changes and capital markets conditions. Overall impact on shareholders will depend on how integration, cost management and revenue initiatives develop after closing, with more detail likely to emerge in future SEC reports and investor updates following the expected January 1, 2026 completion.

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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

November 26, 2025

Date of Report

(Date of Earliest Event Reported)

Synovus Financial Corp.

(Exact Name of Registrant as Specified in its Charter)

Georgia			1-10312			58-1134883
(State of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

33 W. 14th Street,, Columbus, Georgia 31901

(Address of principal executive offices) (Zip Code)

(706) 641-6500

(Registrant’s telephone number, including area code)

________________________________________________

(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)

    ☐    Pre-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, $1.00 Par Value			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 7.01 Regulation FD Disclosure

As previously disclosed, on July 24, 2025, Synovus Financial Corp. (“Synovus”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Synovus, Pinnacle Financial Partners, Inc. (“Pinnacle”) and Steel Newco Inc., a newly formed Georgia corporation jointly owned by Synovus and Pinnacle (“Newco”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, (i) 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., (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, Synovus and Pinnacle 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.

Item 8.01 Other Events

On November 25, 2025, Synovus and Pinnacle issued a joint press release announcing that Synovus and Pinnacle 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.

Item 9.01			Financial Statements and Exhibits
			(d)			Exhibits
			Exhibit No.			Description
			99.1			Joint Informational Presentation of Synovus Financial Corp. and Pinnacle Financial Partners, Inc., dated November 25, 2025.
			99.2			Joint Press Release of Synovus Financial Corp. and Pinnacle Financial Partners, Inc., dated November 25, 2025.
			104			Cover Page Interactive Data File (formatted as Inline XBRL)

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 Synovus and 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 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 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 communication. 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 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 Synovus, Pinnacle or the combined company and (12) 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.

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.

			SYNOVUS FINANCIAL CORP.
Date: November 26, 2025			By: /s/ Allan E. Kamensky
			Name: Allan E. Kamensky
			Title: Executive Vice President and General Counsel

FAQ

What did Synovus Financial Corp. (SNV) announce in this 8-K?

Synovus Financial Corp. reported that, together with Pinnacle Financial Partners, it has received key regulatory approvals from the Federal Reserve, the Tennessee Department of Financial Institutions and the Georgia Department of Banking and Finance to complete their planned holding company and bank mergers. The companies also furnished a joint investor presentation and joint press release as Exhibits 99.1 and 99.2.

How is the Synovus and Pinnacle merger structured?

Under the merger agreement, Synovus and Pinnacle will each merge into a jointly owned Georgia corporation called Steel Newco Inc., which will be renamed Pinnacle Financial Partners, Inc. After that, Pinnacle Bank will become a member of the Federal Reserve System, and then Synovus Bank will merge into Pinnacle Bank, with Pinnacle Bank continuing as the surviving bank.

What regulatory approvals have Synovus (SNV) and Pinnacle obtained for the transaction?

The companies received approvals from the Board of Governors of the Federal Reserve System for the holding company merger, the Federal Reserve membership of Pinnacle Bank, and the subsequent bank merger. They also obtained approvals from the Tennessee Department of Financial Institutions and the Georgia Department of Banking and Finance, which constitute the remaining bank regulatory approvals required to complete the transaction.

When do Synovus and Pinnacle expect their merger to close?

Synovus and Pinnacle state that 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.

What risks and uncertainties are associated with the Synovus–Pinnacle transaction?

The communication highlights risks that cost savings and synergies may not be fully realized or may take longer than expected, potential disruption to both businesses during the merger process, integration challenges and costs, reputational risk and stakeholder reactions, possible failure of closing conditions, dilution from issuing combined company stock, additional regulatory requirements, outcomes of legal or regulatory proceedings, and general economic, competitive and market conditions affecting future results.

What exhibits are included with this Synovus (SNV) 8-K filing?

The filing lists Exhibit 99.1 as a joint informational presentation of Synovus Financial Corp. and Pinnacle Financial Partners, Inc. dated November 25, 2025, Exhibit 99.2 as a joint press release dated November 25, 2025, and Exhibit 104 as the cover page interactive data file formatted as Inline XBRL.