Synovus (NYSE: SNV) outlines Pinnacle merger EPS boost and capital hit
Filing Impact
Filing Sentiment
Form Type
8-K
Synovus Financial Corp. outlines new details on its pending merger with Pinnacle Financial Partners and related shareholder litigation. Three lawsuits and several stockholder demand letters claim the joint proxy statement/prospectus omits or inadequately describes information about the merger. Synovus, Pinnacle and Newco deny any wrongdoing or legal need for extra disclosure but are issuing supplemental proxy disclosures to avoid delays and reduce litigation risk.
The filing also summarizes valuation work by Centerview and Morgan Stanley. Analysts’ share price targets for Synovus range from $55.00 to $70.00, with a $62.00 median, while Pinnacle targets range from $117.00 to $145.00, with a $130.00 median. Morgan Stanley’s models imply Synovus is valued at 9.9x 2026E EPS and 1.7x tangible book value, and Pinnacle at 13.3x 2026E EPS and 2.0x tangible book value. The merger is estimated to increase Pinnacle’s 2026 and 2027 earnings per share by about 24% and 21%, respectively, but reduce its tangible book value per share by about 9% and its common equity Tier 1 capital ratio by roughly 131 basis points.
Positive
- Projected earnings accretion: Morgan Stanley estimates the merger will increase Pinnacle’s earnings per share by approximately 24% in 2026 and 21% in 2027, reflecting anticipated cost synergies and financial benefits from combining the two banking franchises.
Negative
- Capital and book value dilution: The merger is expected to reduce Pinnacle’s tangible book value per share by about 9% and lower its common equity Tier 1 capital ratio by roughly 131 basis points at closing, indicating a meaningful capital impact.
Insights
Merger is EPS-accretive for Pinnacle but dilutive to capital and book value.
The transaction between Synovus and Pinnacle is framed as strategically attractive on earnings. Morgan Stanley estimates Pinnacle’s earnings per share could rise by about 24% in 2026 and 21% in 2027, supported by forecast cost synergies and combined scale.
That upside is offset by capital and balance sheet pressure. The deal is projected to reduce Pinnacle’s tangible book value per share by roughly 9% and lower its common equity Tier 1 ratio by about 131 basis points as of closing. These effects come on top of integration, regulatory approval and execution risks highlighted in the forward-looking statements.
The filing also notes three shareholder lawsuits and multiple demand letters challenging disclosures in the joint proxy statement/prospectus. Synovus, Pinnacle and Newco dispute the claims but are adding supplemental disclosures to limit delay risk to the merger process ahead of the November 6, 2025 stockholder meetings.
8-K Event Classification
Item 8.01 — Other Events
1 item
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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New York Stock Exchange
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New York Stock Exchange
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 8.01
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Other Events.
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As previously disclosed, Synovus Financial Corp., a Georgia corporation (“Synovus”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”), dated as of July 24, 2025, with Pinnacle Financial Partners, Inc., a Tennessee corporation (“Pinnacle”) and Steel Newco Inc., a Georgia corporation jointly owned by Synovus and Pinnacle (“Newco”). The Merger Agreement provides that,
upon the terms and subject to the conditions set forth therein, Synovus and Pinnacle will each simultaneously merge with and into Newco (such mergers, collectively, the “Merger”), with Newco continuing as the surviving corporation in the Merger and
named Pinnacle Financial Partners, Inc. Upon the terms and subject to the conditions set forth in the Merger Agreement, immediately following the effective time of the Merger (the “Effective Time”), Pinnacle Bank, a Tennessee-chartered bank
(“Pinnacle Bank”), will become a member bank of the Federal Reserve System (the “FRS Membership”), and immediately following the effectiveness of the FRS Membership, Synovus Bank, a Georgia-chartered bank (“Synovus Bank”), will merge with and into
Pinnacle Bank (the “Bank Merger”), with Pinnacle Bank continuing as the surviving bank in the Bank Merger. The Merger Agreement was unanimously approved by the boards of directors of each of Synovus, Pinnacle and Newco.
In connection with the proposed Merger, Newco filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, as
amended, to register the shares of Newco common stock that will be issued to Synovus shareholders and Pinnacle shareholders in connection with the Merger. The registration statement contains a joint proxy statement of Synovus and Pinnacle that also
constitutes a prospectus of Newco. The registration statement was declared effective on September 30, 2025. Newco filed a prospectus on September 30, 2025, and Synovus and Pinnacle each filed a definitive proxy statement on September 30, 2025.
Synovus and Pinnacle each commenced mailing of the definitive joint proxy statement/prospectus (the “joint proxy statement/prospectus”) to their respective stockholders on or about September 30, 2025.
Synovus and Pinnacle will each hold a special meeting of stockholders on November 6, 2025 to consider certain proposals related to the Merger
Agreement as further described in the joint proxy statement/prospectus.
Litigation Related to the Mergers
Following the announcement of the Merger Agreement, as of the date of this Current Report on Form 8-K, three lawsuits challenging the Merger have been
filed (each, a “Lawsuit” and, collectively, the “Lawsuits”). The first Lawsuit, captioned Drulias v. Abney
Boxley, III et al. (No. 25-1439-I), was filed in Tennessee Chancery Court on October 14, 2025. The second Lawsuit, Weiss v. Synovus Financial Corp. et al. (No. 659143/2025) was filed in New York Superior Court on October 15, 2025. The third Lawsuit, Jones v. Synovus Financial Corp. et al. (No. 659151/2025) was filed in New York Superior Court on October 16, 2025. In addition, Synovus and Pinnacle have received demand letters from
counsel representing purported stockholders of Synovus or Pinnacle, respectively (the “Demand Letters” and, together with the Lawsuits, the “Matters”). The Matters each allege that, among other things, the joint proxy statement/prospectus contains
certain disclosure deficiencies and/or incomplete information regarding the Merger.
Synovus and Pinnacle believe that the claims asserted in the Matters are without merit and supplemental disclosures are not required or necessary
under applicable laws. However, in order to avoid the risk that the Matters delay or otherwise adversely affect the Merger, and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing,
Synovus, Pinnacle and Newco are supplementing the joint proxy statement/prospectus as described in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under
applicable laws of any of the disclosures set forth herein. To the contrary, Synovus, Pinnacle and Newco specifically deny all allegations in the Matters that any additional disclosure was or is required.
Supplemental Disclosures to the Joint Proxy Statement/Prospectus
The additional disclosures (the “supplemental disclosures”) in this Current Report on Form 8-K supplement the disclosures contained in the joint proxy
statement/prospectus and should be read in conjunction with the disclosures contained in the joint proxy statement/prospectus, which should be read in its entirety. To the extent that information set forth in the supplemental disclosures differs
from or updates information contained in the joint proxy statement/prospectus, the information in this Current Report on Form 8-K shall supersede or supplement the information contained in the joint proxy statement/prospectus. All page references
are to the joint proxy statement/prospectus and terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the joint proxy statement/prospectus. For clarity, new text within restated paragraphs and tables from the
joint proxy statement/prospectus is underlined, while deleted text is stricken-through.
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| 1. |
The disclosure under the heading “The Merger—Opinion of Pinnacle’s Financial Advisor—Summary of Centerview Financial Analysis—Selected Public Comparable
Companies Analysis” is hereby amended and supplemented by adding the following text to the charts labeled “Synovus Comparables” and “Pinnacle Comparables” on page 94 as follows:
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Synovus Comparables
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Market Cap ($Bn)
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2026E P/E
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BankUnited, Inc.
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2.9
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11.2x
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BOK Financial Corporation
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6.8
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12.0x
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Cadence Bancorporation
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6.5
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10.4x
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Comerica Incorporated
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8.6
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11.6x
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Cullen/Frost Bankers, Inc.
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8.8
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14.5x
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F.N.B. Corporation
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5.8
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9.4x
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First Horizon Corporation
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11.4
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11.8x
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Hancock Whitney Corp.
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5.2
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10.2x
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Pinnacle Financial Partners, Inc.
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9.2
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13.3x
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SouthState Corporation
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10.0
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10.7x
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UMB Financial Corporation
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8.2
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9.6x
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Zions Bancorporation, National Association
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8.4
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9.8x
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Pinnacle Comparables
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Market Cap ($Bn)
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2026E P/E
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BankUnited, Inc.
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2.9
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11.2x
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BOK Financial Corporation
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6.8
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12.0x
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Cadence Bancorporation
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6.5
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10.4x
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Comerica Incorporated
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8.6
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11.6x
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Cullen/Frost Bankers, Inc.
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8.8
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14.5x
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F.N.B. Corporation
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5.8
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9.4x
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First Horizon Corporation
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11.4
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11.8x
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Hancock Whitney Corp.
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5.2
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10.2x
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Pinnacle Financial Partners, Inc.
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10.0
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10.7x
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SouthState Corporation
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7.8
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9.9x
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UMB Financial Corporation
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8.2
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9.6x
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Zions Bancorporation, National Association
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8.4
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9.8x
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| 2. |
The disclosure under the heading “The Merger—Opinion of Pinnacle’s Financial Advisor—Other Factors” is hereby amended and supplemented by adding the following
text to the bullet point on page 97 beginning with “Synovus Analyst Price Target Analysis”:
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Centerview reviewed analyst share price targets for Synovus common stock in recently published, publicly available research analysts’ reports, with share price targets
ranging from $55.00 to $70.00 and a median share price target of $62.00.
| 3. |
The disclosure under the heading “The Merger—Opinion of Pinnacle’s Financial Advisor—Other Factors” is hereby amended and supplemented by adding the following
text to the bullet point on page 97 beginning with “Pinnacle Analyst Price Target Analysis”:
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Centerview reviewed analyst share price targets for Pinnacle common stock in recently published, publicly available research analysts’ reports, with share price targets
ranging from $117.00 to $145.00 and a median share price target of $130.00.
-2-
| 4. |
The disclosure under the heading “The Merger—Opinion of Synovus’ Financial Advisor—Comparable Companies Analysis” is hereby amended and supplemented by
replacing the first paragraph under the heading on page 100 with the following text:
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Morgan Stanley performed a public trading comparables analysis for each of Synovus and Pinnacle, which is designed to provide an implied trading value of a company by
comparing each of Synovus and Pinnacle to a group of selected companies with similar characteristics to Synovus and Pinnacle, respectively. Morgan Stanley compared certain financial information of Synovus and Pinnacle with publicly available
information for the applicable group of selected companies 18 U.S. publicly-traded banks or bank holding companies (the “Selected
Companies”) that had assets between $35 billion and $85 billion, but excluding specialty finance companies and Puerto Rican banks described below. The selected companies were chosen based on Morgan Stanley’s knowledge of the industry
and because these companies have businesses that may be considered similar to the business of Synovus or Pinnacle, respectively.
| 5. |
The disclosure under the heading “The Merger—Opinion of Synovus’ Financial Advisor—Comparable Companies Analysis” is hereby amended and supplemented by deleting
the existing text on page 101 and replacing it with the following text:
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The group of selected companies (“Selected Companies”) consisted of the following U.S. publicly-traded banks or bank holding companies that had assets between
$35 billion and $85 billion, but excluding specialty finance companies and Puerto Rican banks:
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Associated Banc-Corp
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Bank OZK
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BOK Financial Corporation
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Cadence Bank
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Columbia Banking System, Inc.
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Comerica Incorporated
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Cullen/Frost Bankers, Inc.
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East West Bancorp, Inc.
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First Horizon Corporation
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F.N.B Corporation
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Old National Bancorp
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Prosperity Bancshares, Inc.
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SouthState Corporation
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UMB Financial Corporation
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Valley National Bancorp
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Webster Financial Corporation
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Western Alliance Bancorporation
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Wintrust Financial Corporation
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With respect to the Selected Companies, Synovus and Pinnacle, Morgan Stanley reviewed:
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| • |
multiple of price to estimated earnings per share for 2026, or Price/2026E EPS;
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multiple of price to estimated earnings per share for 2027, or Price/2027E EPS; and
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multiple of price to tangible book value per share, or Price/TBV.
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In all instances, multiples were based on closing stock prices on July 21, 2025. Financial and market data for the Selected Companies were based
on the most recent publicly available information and mean equity research consensus estimates. Financial information for Synovus and Pinnacle was based on the Street Forecasts.
The following table presents the results of this analysis:
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Selected Companies
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Bottom
Quartile
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Median
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Top
Quartile
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Maximum
Value
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Synovus
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Pinnacle
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Price/2026E EPS
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8.7x
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10.0x
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11.4x
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14.6x
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9.9x
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13.3x
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Price/2027E EPS
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8.1x
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9.3x
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10.4x
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14.9x
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8.9x
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12.2x
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Price/TBV
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1.4x
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1.6x
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1.8x
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2.7x
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1.7x
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2.0x
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With respect to the Selected Companies, Synovus and Pinnacle, Morgan Stanley reviewed:
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multiple of price to estimated earnings per share for 2026, or Price/2026E EPS;
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multiple of price to estimated earnings per share for 2027, or Price/2027E EPS; and
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multiple of price to tangible book value per share, or Price/TBV.
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In all instances, multiples were based on closing stock prices on July 21, 2025. Financial and market data for the Selected Companies were based on the most recent
publicly available information and mean equity research consensus estimates. Financial information for Synovus and Pinnacle was based on the Street Forecasts.
The following table presents the results of this analysis:
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Selected Company
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Price/2026E EPS
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Price/2027E EPS
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Price/TBV
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Associated Banc-Corp
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9.5x
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8.4x
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1.3x
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Bank OZK
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7.8x
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7.5x
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1.2x
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BOK Financial Corporation
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12.1x
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11.8x
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1.5x
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Cadence Bank
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10.3x
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9.4x
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1.6x
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Columbia Banking System, Inc.
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8.0x
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7.7x
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1.4x
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Comerica Incorporated
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11.3x
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10.4x
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1.3x
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Cullen/Frost Bankers, Inc.
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14.6x
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14.9x
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2.7x
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East West Bancorp, Inc.
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11.4x
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10.5x
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2.0x
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First Horizon Corporation
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11.8x
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10.9x
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1.6x
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F.N.B. Corporation
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9.5x
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9.0x
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1.4x
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Old National Bancorp
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8.6x
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7.3x
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1.8x
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Prosperity Bancshares, Inc.
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11.3x
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10.0x
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1.7x
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SouthState Corporation
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10.5x
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9.5x
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1.9x
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UMB Financial Corporation
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9.7x
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9.1x
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1.9x
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Valley National Bancorp
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8.3x
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8.0x
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1.0x
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Webster Financial Corporation
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9.2x
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8.6x
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1.7x
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Western Alliance Bancorporation
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7.7x
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7.1x
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1.4x
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Wintrust Financial Corporation
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11.7x
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10.4x
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1.7x
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Bottom Quartile
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8.7x
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8.1x
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1.4x
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Median
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10.0x
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9.3x
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1.6x
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Top Quartile
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11.4x
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10.4x
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1.8x
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Synovus
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9.9x
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8.9x
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1.7x
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Pinnacle
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13.3x
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12.2x
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2.0x
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-4-
| 6. |
The disclosure under the heading “The Merger—Opinion of Synovus’ Financial Advisor—Dividend Discount Analysis—Synovus Dividend Discount Analysis” is hereby
amended and supplemented by replacing the text of the third full paragraph under the heading on page 103 with the following text:
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Morgan Stanley based its analysis on a range of terminal forward multiples of 9.4x to 11.4x to the terminal year 2030 estimated forward earnings (determined based on considerations Morgan Stanley deemed relevant in its professional judgment) and a range of discount rates of 11.1% to 13.1% (determined using the capital asset pricing model
and utilizing inputs based on considerations Morgan Stanley deemed relevant in its professional judgment including a market risk premium, a
risk-free rate of return and predicted beta). Based on information provided by Synovus management, Morgan Stanley also assumed a 4.5% opportunity cost of cash. Utilizing the foregoing range of discount rates and terminal value
multiples, Morgan Stanley derived a range of implied present values per share of Synovus common stock of $50.50 to $61.50.
| 7. |
The disclosure under the heading “The Merger—Opinion of Synovus’ Financial Advisor—Dividend Discount Analysis—Pinnacle Dividend Discount Analysis” is hereby
amended and supplemented by replacing the text of the third full paragraph under the heading on pages 103 and 104 with the following text:
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Morgan Stanley based its analysis on a range of terminal forward multiples of 13.3x to 15.3x to the terminal year 2030 estimated forward earnings (determined based on considerations Morgan Stanley deemed relevant in its professional judgment) and a range of discount rates of 10.5% to 12.5% (determined using the capital asset pricing model
and utilizing inputs based on considerations Morgan Stanley deemed relevant in its professional judgment including a market risk premium, a
risk-free rate of return and predicted beta). Based on information provided by Synovus management, Morgan Stanley also assumed a 4.5% opportunity cost of cash. Utilizing the foregoing range of discount rates and terminal value
multiples, Morgan Stanley derived a range of implied present values per share of Pinnacle common stock of $107.25 to $130.00.
| 8. |
The disclosure under the heading “The Merger—Opinion of Synovus’ Financial Advisor—Illustrative Pro Forma Financial Impact Analysis” is hereby amended and
supplemented by replacing the last full paragraph on page 104 with the following text:
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Morgan Stanley reviewed and analyzed the estimated impact of the merger on (a) projected earnings per share for holders of Pinnacle common stock for 2026,
including fully phased in cost synergies, but excluding costs associated with the merger, (b) projected earnings per share for holders of Pinnacle common stock for 2027, including fully phased in cost synergies, but excluding costs associated with
the merger as described under “—Certain Unaudited Prospective Financial Information—Certain
Estimated Synergies Attributable to the Merger”, (c) the tangible book value per share of Pinnacle common stock as of the closing date, and (d) Pinnacle’s common equity Tier 1 ratio as of the closing date and, in each case, based on
the Street Estimates. This analysis indicated that the merger would be accretive to Pinnacle’s 2026E earnings per share and 2027E earnings per share by approximately 24% and 21%,
respectively, and dilutive to Pinnacle’s tangible book value per share and common equity Tier 1 ratio by approximately 9% and 131 basis points, respectively. Any
such estimates are not indicative of future results or actual values, which may be significantly more or less favorable than those suggested by the estimates.
Forward-Looking Statements
This Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of, and subject to the protections
of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements
include, but are not limited to, statements about the benefits of the proposed transaction between Synovus Financial Corp. (“Synovus”) and Pinnacle Financial Partners, Inc. (“Pinnacle”), including future financial and operating results (including
the anticipated impact of the proposed transaction on Synovus’ and Pinnacle’s respective earnings and tangible book value), statements related to the expected timing of the completion of the proposed transaction, the combined company’s plans,
objectives, expectations and intentions, and other statements that are not historical facts. You can identify these forward-looking statements through the use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,”
“predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the outlook for Synovus’, Pinnacle’s or combined company’s future
businesses and financial performance and/or the performance of the banking industry and economy in general.
-5-
Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks
and uncertainties which may cause the actual results, performance or achievements of Synovus, Pinnacle or the combined company to be materially different from the future results, performance or achievements expressed or implied by such
forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, Synovus or Pinnacle and are subject to significant risks and uncertainties. Actual results may differ materially
from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this Current Report on Form 8-K. Many of these factors are
beyond Synovus’, Pinnacle’s or the combined company’s ability to control or predict. These factors include, among others, (1) the risk that the cost savings and synergies from the proposed transaction may not be fully realized or may take longer
than anticipated to be realized, (2) disruption to Synovus’ business and to Pinnacle’s business as a result of the announcement and pendency of the proposed transaction, (3) the risk that the integration of Pinnacle’s and Synovus’ respective
businesses and operations will be materially delayed or will be more costly or difficult than expected, including as a result of unexpected factors or events, (4) the failure to obtain the necessary approvals by the shareholders of Synovus or
Pinnacle, (5) the amount of the costs, fees, expenses and charges related to the transaction, (6) the ability by each of Synovus and Pinnacle to obtain required governmental approvals of the proposed transaction on the timeline expected, or at all,
and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company after the closing of the proposed transaction or adversely affect the expected benefits of the proposed transaction, (7)
reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the proposed transaction, (8) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in
closing the proposed transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (9) the dilution caused by the issuance of shares of the combined company’s common stock
in the transaction, (10) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (11) risks related to management and oversight of the expanded business
and operations of the combined company following the closing of the proposed transaction, (12) the possibility the combined company is subject to additional regulatory requirements as a result of the proposed transaction or expansion of the combined
company’s business operations following the proposed transaction, (13) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Synovus, Pinnacle or the
combined company and (14) general competitive, economic, political and market conditions and other factors that may affect future results of Synovus and Pinnacle including changes in asset quality and credit risk; the inability to sustain revenue and
earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; and capital management activities. Additional factors
which could affect future results of Synovus and Pinnacle can be found in Synovus’ or Pinnacle’s filings with the Securities and Exchange Commission (the “SEC”), including in Synovus’ Annual Report on Form 10-K for the year ended December 31, 2024,
under the captions “Forward-Looking Statements” and “Risk Factors,” and Synovus’ Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and Pinnacle’s Annual Report on Form 10-K for the year ended December 31, 2024, under the captions
“Forward-Looking Statements” and “Risk Factors,” and in Pinnacle’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Undue reliance should not be placed on any forward-looking statements, which are based on current expectations and
speak only as of the date that they are made. Synovus and Pinnacle do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.
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Important Information About the Merger and Where to Find It
Steel Newco Inc. (“Newco”) filed a registration statement on Form S-4 (File No. 333-289866) with the SEC on August 26, 2025, and an amendment on
September 29, 2025, to register the shares of Newco common stock that will be issued to Pinnacle shareholders and Synovus shareholders in connection with the proposed transaction. The registration statement includes a joint proxy statement of
Synovus and Pinnacle that also constitutes a prospectus of Newco. The registration statement was declared effective on September 30, 2025. Newco filed a prospectus on September 30, 2025, and Synovus and Pinnacle each filed a definitive proxy
statement on September 30, 2025. Synovus and Pinnacle each commenced mailing of the definitive joint proxy statement/prospectus to their respective shareholders on or about September 30, 2025. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT AND DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (AND ANY OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC
by Synovus, Pinnacle or Newco through the website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of Synovus or Pinnacle at:
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Synovus Financial Corp.
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Pinnacle Financial Partners, Inc.
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33 West 14th Street
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21 Platform Way South
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Columbus, GA 31901
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Nashville, TN 37203
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Attention: Investor Relations
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Attention: Investor Relations
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InvestorRelations@Synovus.com
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Investor.Relations@pnfp.com
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(706) 641-6500
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(615) 743-8219
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Before making any voting or investment decision, investors and security holders of Synovus and Pinnacle are urged to read carefully
the entire registration statement and definitive joint proxy statement/prospectus, including any amendments thereto, because they contain important information about the proposed transaction. Free copies of these documents may be obtained as
described above.
Participants in Solicitation
Synovus and Pinnacle and their respective directors and executive officers and other members of management and employees may be deemed to be participants
in the solicitation of proxies from Synovus’ shareholders and Pinnacle’s shareholders in respect of the proposed transaction under the rules of the SEC. Information regarding Synovus’ directors and executive officers is available in Synovus’ proxy
statement for its 2025 annual meeting of shareholders, filed with the SEC on March 12, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018349/000001834925000057/syn-20250312.htm) (the “Synovus 2025 Proxy”), under the
headings “Corporate Governance and Board Matters,” “Director Compensation,” “Proposal 1 Election of Directors,” “Executive Officers,” “Stock Ownership of Directors and Named Executive Officers,” “Executive Compensation,” “Compensation and Human
Capital Committee Report,” “Summary Compensation Table,” and “Certain Relationships and Related Transactions,” and in Synovus’ Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025 (and available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018349/000001834925000049/syn-20241231.htm), and in other documents subsequently filed by Synovus with the SEC, which can be obtained free of charge through the website maintained by the SEC at
http://www.sec.gov. Any changes in the holdings of Synovus’ securities by Synovus’ directors or executive officers from the amounts described in the Synovus 2025 Proxy have been or will be reflected on Initial Statements of Beneficial Ownership of
Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Synovus 2025 Proxy and are available at the SEC’s website at www.sec.gov. Information regarding Pinnacle’s directors and
executive officers is available in Pinnacle’s proxy statement for its 2025 annual meeting of shareholders, filed with the SEC on March 3, 2025 (and available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1115055/000111505525000063/pnfp-20250303.htm) (the “Pinnacle 2025 Proxy”), under the headings “Environmental, Social and Corporate Governance,” “Proposal 1 Election of Directors,” “Information About Our
Executive Officers,” “Executive Compensation,” “Security Ownership of Certain Beneficial Owners and Management,” and “Certain Relationships and Related Transactions,” and in Pinnacle’s Annual Report on Form 10-K for the year ended December 31, 2024,
filed with the SEC on February 25, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1115055/000111505525000042/pnfp-20241231.htm), and in other documents subsequently filed by Pinnacle with the SEC, which can be obtained free of
charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of Pinnacle’s securities by Pinnacle’s directors or executive officers from the amounts described in the Pinnacle 2025 Proxy have been or will be
reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Pinnacle 2025 Proxy and are available at the SEC’s website at
www.sec.gov. Additional information regarding the interests of such participants is included in the definitive joint proxy statement/prospectus and will be included in other relevant materials to be filed with the SEC.
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No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
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SYNOVUS FINANCIAL CORP. | ||
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| Date: October 28, 2025 |
By: | /s/ Allan E. Kamensky | |
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Name: | Allan E. Kamensky |
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Title: |
Executive Vice President and General Counsel
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FAQ
What merger is Synovus Financial Corp. (SNV) discussing in this filing?
Synovus is detailing its planned merger with Pinnacle Financial Partners via Newco. Synovus and Pinnacle will each merge into Steel Newco Inc., which will be renamed Pinnacle Financial Partners, Inc., followed by a bank merger of Synovus Bank into Pinnacle Bank.
What shareholder litigation is associated with the Synovus–Pinnacle merger?
Three lawsuits and several demand letters challenge the merger disclosures. Cases were filed in Tennessee Chancery Court and New York courts, alleging deficiencies in the joint proxy statement/prospectus. Synovus and Pinnacle dispute these claims but are issuing supplemental disclosures to reduce delay and litigation risk.
How is the Synovus–Pinnacle merger expected to affect Pinnacle’s earnings?
The merger is projected to be strongly earnings-accretive for Pinnacle. Morgan Stanley estimates Pinnacle’s earnings per share could rise by about 24% in 2026 and 21% in 2027, assuming fully phased-in cost synergies and excluding merger-related costs.
What impact will the merger have on Pinnacle’s tangible book value and capital ratios?
The transaction is expected to dilute Pinnacle’s tangible book value and capital. Projections show roughly 9% dilution to tangible book value per share and about a 131-basis-point decline in the common equity Tier 1 ratio at closing, reflecting issuance and integration effects.
What valuation work did advisors perform for Synovus (SNV) and Pinnacle?
Centerview and Morgan Stanley conducted trading and discounted cash flow analyses. They reviewed comparable banks’ valuation multiples, analyst price targets and long-term forecasts, deriving implied Synovus values of roughly $50.50–$61.50 per share and Pinnacle values of about $107.25–$130.00 per share.
When will Synovus and Pinnacle shareholders vote on the proposed merger?
Both companies scheduled special shareholder meetings for November 6, 2025. Definitive joint proxy statement/prospectus materials were mailed around September 30, 2025, and shareholders will consider proposals related to approving the merger agreement and related transactions.