Synovus Financial (SNV) officer reports share and PSU conversion in Pinnacle deal

Rhea-AI Filing Summary

Synovus Financial Corp executive reports share conversion tied to Pinnacle merger. A Synovus officer (EVP, Corporate & Investment Banking) filed a Form 4 for transactions effective at 11:59 p.m. ET on January 1, 2026, when Synovus completed merger-related steps with Pinnacle Financial Partners and New Pinnacle. Each share of Synovus common stock was converted into 0.5237 shares of New Pinnacle common stock under the merger agreement.

The filing shows disposition of 21,745 Synovus common shares and three blocks of Synovus performance stock units (8,159; 9,159; and 5,961 units), each at a stated price of $0, leaving zero Synovus common or related derivative securities beneficially owned after the transactions. The explanations clarify that these changes reflect the agreed exchange ratio and treatment of restricted stock units and performance stock units at the effective time, including shares previously accumulated through dividend accruals and the employee stock purchase plan.

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^*

Dierdorff Thomas T

(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, Corp. & Inv. Banking

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)		21,745(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)			8,159(4)	(3)	(3)	Common Stock	8,159	$0	0	D
Performance Stock Units	(3)	01/01/2026		D(3)			9,159(5)	(3)	(3)	Common Stock	9,159	$0	0	D
Performance Stock Units	(3)	01/01/2026		D(3)			5,961(6)	(3)	(3)	Common Stock	5,961	$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 791 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 880 shares acquired through dividend accruals.

5. Includes 580 shares acquired through dividend accruals.

6. Includes 178 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 transaction did Synovus Financial Corp (SNV) report in this Form 4?

The Form 4 reports that an officer of Synovus Financial Corp disposed of 21,745 shares of Synovus common stock and three blocks of performance stock units (8,159, 9,159 and 5,961 units), all effective January 1, 2026, leaving zero Synovus shares and derivative securities beneficially owned afterward.

How were Synovus Financial Corp (SNV) shares treated in the Pinnacle merger?

At the effective time of the merger, each share of Synovus common stock was converted into 0.5237 shares of New Pinnacle common stock, as provided in the merger agreement among Synovus, Pinnacle Financial Partners, Inc. and New Pinnacle.

What happened to the executive’s Synovus performance stock units in this filing for SNV?

The executive’s performance stock units tied to Synovus were shown as disposed of in three blocks of 8,159, 9,159 and 5,961 units at a price of $0, with zero derivative securities beneficially owned afterward, reflecting the merger-related conversion mechanics described in the explanations.

How were Synovus restricted stock units (RSUs) handled in connection with the Pinnacle transaction?

At the effective time, each outstanding Synovus RSU was assumed by New Pinnacle, and each award was adjusted to represent a number of New Pinnacle shares equal to the Synovus shares underlying the RSU multiplied by the 0.5237 exchange ratio, subject to the terms of the merger agreement.

How were Synovus performance stock units (PSUs) converted under the merger agreement?

Each Synovus PSU was converted into the right to receive a number of New Pinnacle common shares equal to the number of Synovus shares subject to the PSU (based on maximum performance) multiplied by the Synovus exchange ratio of 0.5237, less applicable tax withholdings.

Did dividend accruals affect the share and unit counts reported for Synovus (SNV)?

Yes. The explanations state that the reported holdings included shares acquired through dividend accruals, including 791 shares in common stock and additional shares included in the performance stock unit amounts (880, 580 and 178 shares respectively).

What is the reporting person’s role at Synovus Financial Corp (SNV)?

The reporting person is listed as an officer of Synovus, with the title EVP, Corporate & Investment Banking, and the Form 4 is filed by one reporting person.