Synovus Financial (NYSE: SNV) insider details merger share conversion

Rhea-AI Filing Summary

Synovus Financial Corp reported an insider equity transaction tied to its merger with New Pinnacle. At 11:59 p.m. ET on January 1, 2026, each share of Synovus common stock with $1.00 par value was converted into 0.5237 shares of New Pinnacle common stock with $1.00 par value, under the merger agreement dated July 24, 2025.

The reporting person, an executive vice president and Chief Wholesale Bank Officer, shows disposition of Synovus common shares and derivative awards as part of this conversion. The filing notes a correction of 3,622 shares from a prior report and includes 368 additional shares from dividend accruals and an employee stock purchase plan, as well as 232 shares from dividend accruals on performance stock units.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Howard Kevin Joseph

Role EVP, Chief Wholesale Bank. Off

Type	Security	Shares	Price	Value
Disposition	Performance Stock Units	7,668	$0.00	--
Disposition	Restricted Stock Units	3,305	$0.00	--
Disposition	Common Stock	77,698	$0.00	--

Holdings After Transaction: Performance Stock Units — 0 shares (Direct); Restricted Stock Units — 0 shares (Direct); Common Stock — 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"). This number includes an additional 3,622 shares to correct an error in Form 4 filed by the reporting person on December 15, 2025, which overstated the number of shares withheld to satisfy tax withholding obligations in connection with the reported transactions. In addition, included are 368 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 232 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^*

Howard Kevin Joseph

(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 Wholesale Bank. 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)		77,698(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)			7,668(4)	(3)	(3)	Common Stock	7,668	$0	0	D
Restricted Stock Units	(3)	01/01/2026		D(3)			3,305	(3)	(3)	Common Stock	3,305	$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. This number includes an additional 3,622 shares to correct an error in Form 4 filed by the reporting person on December 15, 2025, which overstated the number of shares withheld to satisfy tax withholding obligations in connection with the reported transactions. In addition, included are 368 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 232 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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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

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

The filing reports an executive vice president and Chief Wholesale Bank Officer disposing of Synovus common stock and equity awards in connection with the merger into New Pinnacle at a fixed share exchange ratio.

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

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

When did the Synovus share conversion related to the merger occur?

The effective time for converting Synovus shares into New Pinnacle shares was 11:59 p.m. ET on January 1, 2026, which is also the earliest transaction date reported.

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

Each Synovus restricted stock unit was assumed by New Pinnacle and adjusted by multiplying the underlying Synovus shares by the 0.5237 exchange ratio. Each performance stock unit was converted into the right to receive New Pinnacle shares equal to the Synovus shares at maximum performance times the exchange ratio, less tax withholdings.

What corrections and additional shares are disclosed in the Synovus insider filing?

The filing states that the reported amount includes an additional 3,622 shares to correct an earlier error, 368 shares acquired through dividend accruals and the employee stock purchase plan, and 232 shares from dividend accruals on performance stock units.

Does this Synovus filing involve derivative securities like RSUs and PSUs?

Yes. The insider reports transactions in performance stock units and restricted stock units that were disposed of as Synovus awards and converted into adjusted awards or rights to receive New Pinnacle common stock using the 0.5237 exchange ratio.