Synovus (SNV) EVP reports stock and award conversion in Pinnacle merger

Rhea-AI Filing Summary

Synovus Financial Corp. executive vice president and Chief Commercial Banking Officer Mary Maurice Young reported the conversion of her Synovus equity holdings in connection with the completion of a merger with Pinnacle Financial Partners, Inc. and a new Georgia corporation named Pinnacle Financial Partners, Inc. (f/k/a Steel Newco Inc.). 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 dated July 24, 2025.

The filing shows disposition of Synovus common stock, including shares held directly and indirectly through her spouse, and cancellation of performance stock units and restricted stock units at a stated price of $0 as they were converted into awards or rights over New Pinnacle common stock based on the same 0.5237 exchange ratio, with certain amounts reflecting additional shares from dividend accruals.

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^*

AKINS D WAYNE 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 Comm Banking Off.

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)		36,602(2)	D	(1)	0	D
Common Stock	01/01/2026		D(1)		3,481(3)	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	(4)	01/01/2026		D(4)			10,098(5)	(4)	(4)	Common Stock	10,098	$0	0	D
Performance Stock Units	(4)	01/01/2026		D(4)			11,341(6)	(4)	(4)	Common Stock	11,341	$0	0	D
Performance Stock Units	(4)	01/01/2026		D(4)			7,382(7)	(4)	(4)	Common Stock	7,382	$0	0	D
Restricted Stock Units	(4)	01/01/2026		D(4)			2,002	(4)	(4)	Common Stock	2,002	$0	0	D
Restricted Stock Units	(4)	01/01/2026		D(4)			4,774	(4)	(4)	Common Stock	4,774	$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 326 shares acquired through dividend accruals.

3. Includes 107 shares acquired through dividend accruals.

4. 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.

5. Includes 1,086 shares acquired through dividend accruals.

6. Includes 720 shares acquired through dividend accruals.

7. Includes 222 shares acquired through dividend accruals.

Remarks:

	/s/ Mary Maurice Young	01/02/2026
	** Signature of Reporting Person	Date
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FAQ

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

The Form 4 reports that Mary Maurice Young, an executive vice president and Chief Commercial Banking Officer of Synovus, disposed of Synovus common stock and related equity awards on January 1, 2026 in connection with a merger, as her holdings were converted into interests in New Pinnacle common stock.

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

At 11:59 p.m. ET on January 1, 2026, each share of Synovus common stock, $1.00 par value, was converted into 0.5237 shares of common stock of New Pinnacle, also $1.00 par value, in accordance with the merger agreement.

What happened to Mary Maurice Young’s Synovus common stock holdings?

The filing lists dispositions of Synovus common stock, including 36,602 shares held directly and 3,481 shares held indirectly through her wife, all reported as disposed of on January 1, 2026 in connection with the merger and conversion into New Pinnacle common stock.

How were Synovus performance stock units and restricted stock units treated?

At the effective time, each outstanding restricted stock unit (RSU) tied to Synovus common stock was assumed by New Pinnacle and adjusted by multiplying the underlying shares by the 0.5237 exchange ratio. Each performance stock unit (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 0.5237, less applicable tax withholdings.

Why do some share amounts in the Form 4 mention dividend accruals for SNV?

Several line items note that they include shares acquired through dividend accruals, such as 326 shares and 107 shares for common stock and additional shares for performance stock units, indicating that prior dividend equivalents increased the reported holdings before conversion.

What is the relationship of Mary Maurice Young to Synovus Financial Corp (SNV)?

Mary Maurice Young is identified as an officer of Synovus Financial Corp, serving as EVP, Chief Comm Banking Off., and the Form 4 is filed as a single reporting person filing.