Synovus Financial (NYSE: SNV) insider shows all shares converted in merger

Rhea-AI Filing Summary

Synovus Financial Corp reported that its Executive Vice President and Chief Risk Officer had all Synovus holdings converted in connection with the completed merger into New Pinnacle. 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. As a result, the officer’s 28,684 Synovus common shares were disposed of, leaving 0 Synovus shares directly owned.

Equity awards were also converted. Outstanding performance stock units and restricted stock units tied to Synovus common stock were assumed by New Pinnacle or converted into rights to receive New Pinnacle common stock based on the same 0.5237 exchange ratio, with applicable tax withholding. Following these transactions, the Form 4 shows no remaining Synovus derivative securities beneficially owned.

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^*

Creson Shellie

(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 Chief Risk 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)		28,684(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)			7,536(4)	(3)	(3)	Common Stock	7,536	$0	0	D
Performance Stock Units	(3)	01/01/2026		D(3)			8,460(5)	(3)	(3)	Common Stock	8,460	$0	0	D
Performance Stock Units	(3)	01/01/2026		D(3)			6,245(6)	(3)	(3)	Common Stock	6,245	$0	0	D
Restricted Stock Units	(3)	01/01/2026		D(3)			4,039	(3)	(3)	Common Stock	4,039	$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 1,426 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 812 shares acquired through dividend accruals.

5. Includes 535 shares acquired through dividend accruals.

6. Includes 186 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 does this Form 4 filing show for Synovus Financial (SNV)?

The filing shows that an Executive Vice President and Chief Risk Officer disposed of all Synovus common stock and related equity awards as part of the completed merger into New Pinnacle, resulting in 0 Synovus shares and derivative securities beneficially owned.

What exchange ratio was used in the Synovus (SNV) merger with New Pinnacle?

Each share of Synovus common stock, $1.00 par value, was converted into 0.5237 shares of New Pinnacle common stock, $1.00 par value, at the effective time of the merger.

How many Synovus (SNV) common shares did the reporting officer dispose of?

The officer disposed of 28,684 shares of Synovus common stock on January 1, 2026, in a transaction coded as a disposition, leaving 0 Synovus common shares beneficially owned afterward.

What happened to Synovus performance stock units and restricted stock units in this filing?

Outstanding performance stock units and restricted stock units tied to Synovus common stock were converted at the effective time into awards or rights based on New Pinnacle common stock using the 0.5237 exchange ratio, with amounts such as 7,536, 8,460, and 6,245 performance stock units and 4,039 restricted stock units reduced to 0 Synovus derivative securities held after the transactions.

Was the Synovus (SNV) merger already defined by an agreement?

Yes. The conversion occurred under the Agreement and Plan of Merger dated July 24, 2025, among Synovus Financial Corp., Pinnacle Financial Partners, Inc. (Tennessee), and Pinnacle Financial Partners, Inc. (f/k/a Steel Newco Inc.), a Georgia corporation.

Does the reporting person still own any Synovus (SNV) securities after the merger?

No. The Form 4 shows 0 Synovus common shares and 0 derivative securities beneficially owned by the reporting person following the reported merger-related transactions.