Synovus Financial Corp (SNV) EVP details share and award conversion

Rhea-AI Filing Summary

Synovus Financial Corp executive reports share conversion tied to merger. The company’s EVP and General Counsel, a reporting insider, disclosed that each share of Synovus common stock was converted into 0.5237 shares of New Pinnacle common stock at 11:59 p.m. ET on January 1, 2026, under a previously signed merger agreement. Following this effective time, 73,206 shares of Synovus common stock held directly and 5,090 shares held indirectly through the insider’s spouse were reported as disposed of because they were converted into New Pinnacle stock.

The insider also reported the disposition of multiple Synovus performance stock units and restricted stock units, covering 7,770, 10,032 and 6,528 performance stock units and 1,540, 4,176 and 4,223 restricted stock units, which were similarly converted into rights to receive New Pinnacle common stock using the same 0.5237 exchange ratio. Several awards include additional shares accumulated through dividend accruals and employee stock purchase plan participation.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider KAMENSKY ALLAN E

Role EVP and General Counsel

Type	Security	Shares	Price	Value
Disposition	Performance Stock Units	7,770	$0.00	--
Disposition	Performance Stock Units	10,032	$0.00	--
Disposition	Performance Stock Units	6,528	$0.00	--
Disposition	Restricted Stock Units	1,540	$0.00	--
Disposition	Restricted Stock Units	4,176	$0.00	--
Disposition	Restricted Stock Units	4,223	$0.00	--
Disposition	Common Stock	73,206	$0.00	--
Disposition	Common Stock	5,090	$0.00	--

Holdings After Transaction: Performance Stock Units — 0 shares (Direct); Restricted Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Wife)

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"). Includes 1,326 shares acquired through dividend accruals and in the ordinary course through Synovus' Employee Stock Purchase Plan. 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 838 shares acquired through dividend accruals. Includes 636 shares acquired through dividend accruals. Includes 194 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^*

KAMENSKY ALLAN E

(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 and General Counsel

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)		73,206(2)	D	(1)	0	D
Common Stock	01/01/2026		D(1)		5,090	D	(1)	0	I	By Wife

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)			7,770(4)	(3)	(3)	Common Stock	7,770	$0	0	D
Performance Stock Units	(3)	01/01/2026		D(3)			10,032(5)	(3)	(3)	Common Stock	10,032	$0	0	D
Performance Stock Units	(3)	01/01/2026		D(3)			6,528(6)	(3)	(3)	Common Stock	6,528	$0	0	D
Restricted Stock Units	(3)	01/01/2026		D(3)			1,540	(3)	(3)	Common Stock	1,540	$0	0	D
Restricted Stock Units	(3)	01/01/2026		D(3)			4,176	(3)	(3)	Common Stock	4,176	$0	0	D
Restricted Stock Units	(3)	01/01/2026		D(3)			4,223	(3)	(3)	Common Stock	4,223	$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 1,326 shares acquired through dividend accruals and 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 838 shares acquired through dividend accruals.

5. Includes 636 shares acquired through dividend accruals.

6. Includes 194 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).
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FAQ

What insider transaction did Synovus Financial Corp (SNV) report?

The EVP and General Counsel of Synovus Financial Corp reported that all of their Synovus common shares and equity awards were converted into New Pinnacle common stock in connection with the completion of a merger at 11:59 p.m. ET on January 1, 2026.

How many Synovus Financial Corp (SNV) common shares were affected for this insider?

The filing shows 73,206 shares of Synovus common stock held directly and 5,090 shares held indirectly through the insider’s spouse were reported as disposed, reflecting their conversion into New Pinnacle common stock.

What was the exchange ratio for Synovus Financial Corp shares in the merger?

Each share of Synovus common stock was converted into 0.5237 shares of New Pinnacle common stock, described as the Synovus Exchange Ratio, at the merger effective time.

What happened to the Synovus performance stock units and restricted stock units?

At the effective time, each Synovus restricted stock unit (RSU) and performance stock unit (PSU) was assumed or converted into rights relating to New Pinnacle common stock, based on multiplying the Synovus share amounts by the 0.5237 exchange ratio, subject to tax withholding.

How many derivative Synovus awards were reported for the Synovus EVP and General Counsel?

The filing lists 7,770, 10,032 and 6,528 Synovus performance stock units, and 1,540, 4,176 and 4,223 restricted stock units, all reported as disposed because they were converted into New Pinnacle equity at the merger closing.

Did dividend accruals affect the reported Synovus Financial Corp holdings?

Yes. The filing notes that 1,326 common shares and portions of certain performance stock unit awards (838, 636 and 194 shares) were acquired through dividend accruals or an employee stock purchase plan before being converted in the merger.