Synovus (SNV) EVP reports stock and PSU conversion in Pinnacle deal

Rhea-AI Filing Summary

Synovus Financial Corp executive vice president for technology, operations and security reported changes in equity holdings tied to the company’s merger with Pinnacle Financial Partners. As of January 1, 2026, each share of Synovus common stock was converted into 0.5237 shares of New Pinnacle common stock under the merger agreement. The filing reports the disposition of 43,460 shares of Synovus common stock and the cancellation of multiple Synovus performance stock unit awards, each tied to Synovus common stock. These awards were converted into rights to receive New Pinnacle common stock based on the exchange ratio and maximum performance, subject to tax withholding. Following these transactions, the reporting person shows no remaining Synovus common stock or performance stock units.

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^*

Bishop Daniel Zachary

(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, Tech., Ops., & Sec.

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)		43,460	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	(2)	01/01/2026		D(2)			9,322(3)	(2)	(2)	Common Stock	9,322	$0	0	D
Performance Stock Units	(2)	01/01/2026		D(2)			10,470(4)	(2)	(2)	Common Stock	10,470	$0	0	D
Performance Stock Units	(2)	01/01/2026		D(2)			6,814(5)	(2)	(2)	Common Stock	6,814	$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. 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.

3. Includes 1,004 shares acquired through dividend accruals.

4. Includes 666 shares acquired through dividend accruals.

5. Includes 204 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 (SNV) report in this Form 4?

The filing reports that an executive vice president of Synovus Financial Corp disposed of 43,460 shares of Synovus common stock and all reported performance stock units as part of the closing mechanics of the merger with Pinnacle Financial Partners.

How were Synovus (SNV) shares converted in the Pinnacle merger?

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, according to the merger agreement.

What happened to Synovus performance stock units (PSUs) for the reporting person?

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

Were Synovus restricted stock units (RSUs) also affected by the merger?

Yes. Each outstanding Synovus restricted stock unit award was assumed by New Pinnacle and adjusted to relate solely to a number of New Pinnacle common shares determined by multiplying the Synovus underlying shares by the 0.5237 exchange ratio.

Does the Synovus (SNV) reporting person hold any Synovus securities after this Form 4?

After the reported transactions, the Form 4 shows 0 Synovus common shares and 0 derivative securities beneficially owned, reflecting the conversion into New Pinnacle equity under the merger agreement.

What specific performance stock unit amounts were reported for Synovus (SNV)?

The filing lists performance stock unit positions tied to 9,322, 10,470, and 6,814 underlying shares of Synovus common stock, each disposed of and converted into rights to receive New Pinnacle common stock at the stated exchange ratio.