Synovus (SNV) CFO converts stock and awards in Pinnacle merger deal

Rhea-AI Filing Summary

Synovus Financial Corp EVP & CFO Mary Maurice Young reported the automatic conversion of her Synovus equity holdings in connection with the completed merger with Pinnacle Financial Partners using a New Pinnacle merger vehicle. As of the 11:59 p.m. ET Effective Time on January 1, 2026, each share of Synovus common stock was converted into 0.5237 shares of New Pinnacle common stock under the merger agreement.

Young disposed of 58,514 shares of Synovus common stock, which included 294 shares acquired through the employee stock purchase plan, and all remaining Synovus shares are shown as no longer beneficially owned. Multiple blocks of Synovus performance stock units and restricted stock units were also converted into rights to receive New Pinnacle common stock based on the 0.5237 exchange ratio, with accrued dividend shares included in certain awards.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GREGORY ANDREW J. JR.

(Last) (First) (Middle)

P.O. BOX 120

(Street)

COLUMBUS GA 31902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SYNOVUS FINANCIAL CORP [ SNV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/01/2026		D(1)		58,514(2)	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(3)	01/01/2026		D(3)			12,439(4)	(3)	(3)	Common Stock	12,439	$0	0	D
Performance Stock Units	(3)	01/01/2026		D(3)			16,579(5)	(3)	(3)	Common Stock	16,579	$0	0	D
Performance Stock Units	(3)	01/01/2026		D(3)			11,928(6)	(3)	(3)	Common Stock	11,928	$0	0	D
Restricted Stock Units	(3)	01/01/2026		D(3)			2,464	(3)	(3)	Common Stock	2,464	$0	0	D
Restricted Stock Units	(3)	01/01/2026		D(3)			7,711	(3)	(3)	Common Stock	7,711	$0	0	D

Explanation of Responses:

1. On 11:59 p.m. ET on January 1, 2026 (the "Effective Time"), in accordance with the completion of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 24, 2025, by and among Synovus Financial Corp. ("Synovus"), a Georgia corporation, Pinnacle Financial Partners, Inc., a Tennessee corporation, and Pinnacle Financial Partners, Inc. (f/k/a Steel Newco Inc.), a Georgia corporation ("New Pinnacle"), and subject to the terms and upon the conditions set forth in the Merger Agreement, each share of common stock of Synovus, $1.00 par value per share ("Synovus Common Stock"), was converted into 0.5237 shares (the "Synovus Exchange Ratio") of common stock of New Pinnacle, $1.00 par value per share ("New Pinnacle Common Stock").

2. Includes 294 shares acquired in the ordinary course through Synovus' Employee Stock Purchase Plan.

3. At the Effective Time, (a) each outstanding restricted stock unit ("RSU") in respect of Synovus Common Stock (each, a "Synovus RSU Award") was assumed by New Pinnacle, with each assumed Synovus RSU Award relating solely to a number of shares of New Pinnacle Common Stock determined by multiplying the number of shares of Synovus Common Stock underlying each assumed Synovus RSU Award immediately prior to the Effective Time by the Synovus Exchange Ratio and (b) each performance stock unit ("PSU") of Synovus was converted into the right to receive a number of shares of New Pinnacle Common Stock equal to the number of shares of Synovus Common Stock subject to such PSU (based on maximum performance) immediately prior to the Effective Time multiplied by the Synovus Exchange Ratio, less applicable tax withholdings.

4. Includes 1,348 shares acquired through dividend accruals.

5. Includes 1,056 shares acquired through dividend accruals.

6. Includes 362 shares acquired through dividend accruals.

Remarks:

	/s/ Mary Maurice Young	01/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Synovus (SNV) disclose for its EVP & CFO?

The EVP & Chief Financial Officer Mary Maurice Young reported the disposition of 58,514 shares of Synovus common stock and the conversion of multiple performance and restricted stock unit awards as part of the merger with Pinnacle Financial Partners.

How were Synovus (SNV) common shares converted in the Pinnacle merger?

Each share of Synovus common stock was converted into 0.5237 shares of New Pinnacle common stock at the Effective Time of the merger on January 1, 2026.

What happened to the Synovus performance stock units and RSUs held by the CFO?

At the Effective Time, each outstanding Synovus RSU was assumed by New Pinnacle and adjusted by the 0.5237 exchange ratio, while each PSU was converted into the right to receive New Pinnacle common stock based on maximum performance and the same exchange ratio, less applicable tax withholdings.

What specific Synovus equity awards for the CFO were affected by the merger?

The report lists several Synovus equity awards converted, including 12,439, 16,579, and 11,928 performance stock units and restricted stock units of 2,464 and 7,711 shares, all tied to Synovus common stock and converted to New Pinnacle common stock.

Did the Synovus CFO still hold Synovus securities after the merger conversion?

Following the reported transactions effective January 1, 2026, the Form 4 shows 0 Synovus common shares and 0 Synovus derivative securities beneficially owned by the CFO, reflecting the conversion into New Pinnacle equity.

Were dividend accruals included in the Synovus equity awards for the CFO?

Yes. The explanations note that certain performance stock unit positions include 1,348, 1,056, and 362 shares acquired through dividend accruals, which were part of the awards converted at the merger Effective Time.