Synovus Financial (NYSE: SNV) details joint Newco board in Pinnacle merger

Rhea-AI Filing Summary

Synovus Financial Corp. reports an update on its pending merger with Pinnacle Financial Partners under their Agreement and Plan of Merger dated July 24, 2025. Synovus and Pinnacle will each merge into a jointly owned Georgia corporation, Steel Newco Inc., which will continue as the surviving company named Pinnacle Financial Partners, Inc.

The combined company’s board will have fifteen directors, with eight coming from Pinnacle’s current board and seven from Synovus’s current board as of the merger’s effective time. On December 1, 2025, the companies announced the anticipated directors, including M. Terry Turner as expected non-executive chair and Tim E. Bentsen as expected lead independent director, along with thirteen other named members. The update is provided through a joint press release attached as an exhibit.

Insights

Bank M&A and Governance Analyst

Filing outlines expected board composition and leadership structure for the Synovus–Pinnacle merged holding company.

The filing updates prior merger disclosures by identifying the anticipated fifteen-member board for the post-merger holding company, Newco, which will be named Pinnacle Financial Partners, Inc. at closing. The board split follows the Merger Agreement framework: eight current Pinnacle directors and seven current Synovus directors as of immediately prior to the Effective Time. This confirms governance continuity from both legacy institutions and clarifies who is expected to oversee the combined company once the simultaneous mergers close.

The disclosure also specifies key leadership roles on the board: M. Terry Turner is expected to serve as non-executive chair, and Tim E. Bentsen is expected to serve as lead independent director. That structure signals a separation between board leadership and day-to-day management and highlights an independent leadership role within the board. The listed individuals span both companies, which aligns with the negotiated balance of representation described in the Merger Agreement.

The immediate, concrete item to watch is completion of the Merger and the Effective Time, as this is when these board appointments are expected to take effect. Until then, this announcement mainly reduces uncertainty about the future governance lineup and leadership roles of Newco, rather than changing operational or financial terms. The attached joint press release in Exhibit 99.1 provides the formal public communication of these anticipated appointments dated December 1, 2025.

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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

December 1, 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 8.01 Other Events

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, 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. The Merger Agreement provides that the number of directors that will comprise the full board of directors of Newco will be fifteen, eight of which will be members of the board of directors of Pinnacle as of immediately prior to the effective time of the Merger (the “Effective Time”), and seven of which will be members of the board of directors of Synovus as of immediately prior to the Effective Time.

On December 1, 2025, Synovus and Pinnacle issued a press release announcing the anticipated members of the board of directors of Newco as of the Effective Time. Synovus and Pinnacle have designated M. Terry Turner, Kevin S. Blair, Tim E. Bentsen, Robert A. McCabe, Jr., Abney S. Boxley III, Gregory L. Burns, Pedro Cherry, Thomas C. Farnsworth III, David B. Ingram, John H. Irby, Decosta E. Jenkins, Gregory Montana, Barry L. Storey, G. Kennedy Thompson and Teresa White as the anticipated members of the Newco board of directors as of the Effective Time, with M. Terry Turner expected to serve as non-executive chair and Tim E. Bentsen expected to serve as lead independent director.

A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01			Financial Statements and Exhibits
			(d)			Exhibits
			Exhibit No.			Description
			99.1			Joint Press Release of Synovus Financial Corp. and Pinnacle Financial Partners, Inc., dated December 1, 2025.
			104			Cover Page Interactive Data File (formatted as Inline XBRL)

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: December 1, 2025			By: /s/ Allan E. Kamensky
			Name: Allan E. Kamensky
			Title: Executive Vice President and General Counsel

FAQ

What merger involving Synovus Financial Corp. (SNV) is described here?

Synovus Financial Corp. and Pinnacle Financial Partners, Inc. entered into an Agreement and Plan of Merger under which both companies will simultaneously merge into Steel Newco Inc., a jointly owned Georgia corporation that will continue as the surviving company named Pinnacle Financial Partners, Inc.

How will the new board of directors be structured after the Synovus–Pinnacle merger?

The surviving company’s board of directors will have fifteen members, with eight directors drawn from Pinnacle’s board and seven from Synovus’s board, each as constituted immediately prior to the merger’s effective time.

Who are the expected leaders of the new board after the Synovus (SNV) and Pinnacle merger?

The companies designated M. Terry Turner as the anticipated non-executive chair of the new board and Tim E. Bentsen as the anticipated lead independent director as of the merger’s effective time.

Which directors have been identified for the Newco board in the Synovus–Pinnacle transaction?

The anticipated Newco board members are M. Terry Turner, Kevin S. Blair, Tim E. Bentsen, Robert A. McCabe, Jr., Abney S. Boxley III, Gregory L. Burns, Pedro Cherry, Thomas C. Farnsworth III, David B. Ingram, John H. Irby, Decosta E. Jenkins, Gregory Montana, Barry L. Storey, G. Kennedy Thompson and Teresa White.

What exhibit is attached to this Synovus Financial Corp. (SNV) Form 8-K?

The filing includes Exhibit 99.1, which is a joint press release of Synovus Financial Corp. and Pinnacle Financial Partners, Inc. dated December 1, 2025, along with Exhibit 104, the cover page interactive data file formatted as Inline XBRL.

Does this Synovus (SNV) update change the merger terms with Pinnacle?

The content describes the planned structure and membership of the new board of directors under the existing merger agreement and announces the anticipated directors and leadership roles, without changing the previously disclosed merger framework.