Synovus Financial Corp (SNV) director logs Synovus-to-New Pinnacle share swap

Rhea-AI Filing Summary

Synovus Financial Corp director reports share conversions tied to the completion of the Pinnacle merger. 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 previously signed merger agreement. The reporting director disposed of 50,699 shares of Synovus common stock held directly and 14,285 shares held indirectly through a trust, reflecting their conversion into New Pinnacle common shares. The filing notes that these holdings included 328 shares acquired through dividend accruals. In addition, 4,400 shares of Synovus Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D, and 1,000 shares of Synovus Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, were converted into corresponding New Pinnacle preferred stock series on a one-for-one basis.

Insights

Bank M&A and capital structure analyst

Form 4 confirms closing mechanics of the Synovus–Pinnacle share exchange.

This disclosure shows how a Synovus director’s holdings were converted when the merger with Pinnacle closed at the Effective Time on January 1, 2026. Each Synovus common share became 0.5237 New Pinnacle common shares, while Series D and Series E Synovus preferred shares converted into New Pinnacle Series A and Series B preferred shares on a one-for-one basis. The transactions are reported as dispositions of Synovus securities because the issuer in this form is Synovus.

From a shareholder perspective, this clarifies the economic treatment set by the merger agreement dated July 24, 2025, rather than introducing new terms. The 0.5237 exchange ratio and 1:1 preferred conversions define how Synovus equity interests roll into New Pinnacle but do not change aggregate consideration versus what was previously agreed. The impact on investors depends on New Pinnacle’s post‑merger performance and any future disclosures from the combined company.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Storey Barry L.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	50,699	$0.00	--
Disposition	Common Stock	14,285	$0.00	--
Disposition	Fixed/Floating Rate Non-Cum Perpetual Preferred Stock Ser D	4,400	$0.00	--
Disposition	Fixed-Rate Reset Non Cum Perpetual Preferred Stock Ser E	1,000	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Trust); Fixed/Floating Rate Non-Cum Perpetual Preferred Stock Ser D — 0 shares (Direct); Fixed-Rate Reset Non Cum Perpetual Preferred Stock Ser E — 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"). Includes 328 shares acquired through dividend accruals. At the Effective Time, (a) each Synovus share of Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D, no par value, was converted into the right to receive one share of New Pinnacle's Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A, no par value, and (b) each Synovus share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, no par value, was converted into the right to receive one share of New Pinnacle's Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, no par value.

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^*

Storey Barry L.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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)		50,699(2)	D	(1)	0	D
Common Stock	01/01/2026		D(1)		14,285	D	(1)	0	I	By Trust
Fixed/Floating Rate Non-Cum Perpetual Preferred Stock Ser D	01/01/2026		D(3)		4,400	D	(3)	0	D
Fixed-Rate Reset Non Cum Perpetual Preferred Stock Ser E	01/01/2026		D(3)		1,000	D	(3)	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

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 328 shares acquired through dividend accruals.

3. At the Effective Time, (a) each Synovus share of Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D, no par value, was converted into the right to receive one share of New Pinnacle's Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A, no par value, and (b) each Synovus share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, no par value, was converted into the right to receive one share of New Pinnacle's Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, no par value.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does this Synovus Financial Corp (SNV) filing disclose about the Pinnacle merger?

The filing shows that at 11:59 p.m. ET on January 1, 2026, in connection with completing the merger under the July 24, 2025 Merger Agreement, each share of Synovus common stock was converted into shares of New Pinnacle common stock using a fixed exchange ratio, and Synovus preferred shares were converted into corresponding New Pinnacle preferred shares.

What exchange ratio applied to Synovus (SNV) common stock in this merger-related transaction?

Each share of Synovus common stock, $1.00 par value per share, was converted into 0.5237 shares of New Pinnacle common stock, also with $1.00 par value per share, as defined by the Synovus Exchange Ratio in the Merger Agreement.

How many Synovus common shares did the reporting director dispose of in this Form 4?

The director reported dispositions of 50,699 shares of Synovus common stock held directly and 14,285 shares held indirectly through a trust. These dispositions reflect the conversion of those Synovus shares into New Pinnacle common shares at the stated exchange ratio.

How were Synovus preferred stock Series D and Series E treated in the Pinnacle merger?

At the Effective Time, each Synovus share of Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D was converted into the right to receive one share of New Pinnacle Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A. Each Synovus share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E was converted into one share of New Pinnacle's Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B.

Were dividend accruals included in the Synovus (SNV) share amounts reported?

Yes. The explanation states that the common stock holdings include 328 shares that were acquired through dividend accruals, which were part of the reported amounts converted at the Effective Time.

What types and amounts of Synovus preferred shares did the director report as disposed of?

The reporting person disclosed dispositions of 4,400 shares of Synovus Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D and 1,000 shares of Synovus Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, corresponding to their conversion into New Pinnacle preferred stock series.