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[Form 4] SYNOVUS FINANCIAL CORP Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Synovus Financial Corp’s President and CEO filed a Form 4 detailing equity changes tied to the completion of a merger effective at 11:59 p.m. ET 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. The filing reports the disposition of 164,378 shares of Synovus common stock and 2,000 shares of fixed-to-floating non-cumulative perpetual preferred stock, Series D, both at a price of $0, reflecting conversion rather than an open-market sale.

The report also shows the disposition of multiple blocks of performance stock units and restricted stock units, all at a derivative security price of $0, as these awards were assumed or converted into rights to receive New Pinnacle common stock based on the same 0.5237 exchange ratio. Some of the performance stock units include shares previously accumulated through dividend accruals. Overall, this filing records the automatic conversion of the executive’s Synovus equity into New Pinnacle equity as a result of the merger.

Positive

  • None.

Negative

  • None.
Insider Blair Kevin S.
Role President and CEO
Type Security Shares Price Value
Disposition Performance Stock Units 46,664 $0.00 --
Disposition Performance Stock Units 57,616 $0.00 --
Disposition Performance Stock Units 42,037 $0.00 --
Disposition Restricted Stock Units 9,242 $0.00 --
Disposition Restricted Stock Units 23,965 $0.00 --
Disposition Restricted Stock Units 27,171 $0.00 --
Disposition Common Stock 164,378 $0.00 --
Disposition Fixed/Floating Rate Non-Cum Perpetual Preferred Stock Ser D 2,000 $0.00 --
Holdings After Transaction: Performance Stock Units — 0 shares (Direct); Restricted Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct); Fixed/Floating Rate Non-Cum Perpetual Preferred Stock Ser D — 0 shares (Direct)
Footnotes (1)
  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"). At the Effective Time, each Synovus share of Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D, no par value, was converted into the right to receive one share of New Pinnacle's Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A, no par value. 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. Includes 5,074 shares acquired through dividend accruals. Includes 3,694 shares acquired through dividend accruals. Includes 1,280 shares acquired through dividend accruals.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Blair Kevin S.
(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)
President and CEO
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) 164,378 D (1) 0 D
Fixed/Floating Rate Non-Cum Perpetual Preferred Stock Ser D 01/01/2026 D(2) 2,000 D (2) 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) 46,664(4) (3) (3) Common Stock 46,664 $0 0 D
Performance Stock Units (3) 01/01/2026 D(3) 57,616(5) (3) (3) Common Stock 57,616 $0 0 D
Performance Stock Units (3) 01/01/2026 D(3) 42,037(6) (3) (3) Common Stock 42,037 $0 0 D
Restricted Stock Units (3) 01/01/2026 D(3) 9,242 (3) (3) Common Stock 9,242 $0 0 D
Restricted Stock Units (3) 01/01/2026 D(3) 23,965 (3) (3) Common Stock 23,965 $0 0 D
Restricted Stock Units (3) 01/01/2026 D(3) 27,171 (3) (3) Common Stock 27,171 $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. At the Effective Time, each Synovus share of Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D, no par value, was converted into the right to receive one share of New Pinnacle's Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A, no par value.
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 5,074 shares acquired through dividend accruals.
5. Includes 3,694 shares acquired through dividend accruals.
6. Includes 1,280 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Synovus Financial Corp (SNV) report in this Form 4?

The President and CEO of Synovus Financial Corp reported the disposition of 164,378 shares of Synovus common stock and 2,000 shares of Series D preferred stock at a price of $0 per share, along with related equity awards, all in connection with the completion of a merger and share conversion.

Why were Synovus Financial Corp (SNV) shares reported as disposed of at $0?

The common and preferred shares were shown as disposed of at $0 because they were converted into shares or rights to receive shares of New Pinnacle common stock under the merger agreement, rather than sold for cash on the open market.

What was the Synovus to New Pinnacle share exchange ratio in this transaction?

Each share of Synovus common stock was converted into 0.5237 shares of New Pinnacle common stock at the effective time of the merger.

How were Synovus preferred shares treated in the merger?

Each Synovus share of Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D was converted into the right to receive one share of New Pinnacle’s Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A.

What happened to Synovus performance stock units (PSUs) and restricted stock units (RSUs)?

At the effective time, each outstanding Synovus RSU was assumed by New Pinnacle and adjusted based on the 0.5237 exchange ratio, and each Synovus PSU was converted into the right to receive New Pinnacle common stock equal to the Synovus shares subject to the PSU (based on maximum performance) multiplied by the exchange ratio, less tax withholdings.

Did the equity awards include shares from dividend accruals for Synovus (SNV)?

Yes. The filing notes that certain performance stock unit awards include shares acquired through dividend accruals, including 5,074 shares, 3,694 shares, and 1,280 shares in specific PSU blocks.

Who filed this Synovus Financial Corp (SNV) Form 4 and in what capacity?

The Form 4 was signed by Mary Maurice Young, identified as the President and CEO of Synovus Financial Corp, filing as one reporting person.