Form 4: Pinnacle Director Converts Shares in Synovus Merger

Pinnacle Financial Partners director Thomas C. Farnsworth III converted all his common and depositary shares into New Pinnacle securities as part of the Synovus merger effective January 1, 2026.

Summary

• Director Thomas C. Farnsworth III reported changes in beneficial ownership of Pinnacle Financial Partners Inc. (PNFP) securities.
• The transactions occurred on January 1, 2026, as a direct result of the completion of an Agreement and Plan of Merger dated July 24, 2025.
• 28,277 shares of PNFP Common Stock were converted into shares of New Pinnacle Common Stock.
• 2,000 Depositary Shares, representing interests in Pinnacle 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, were converted into equivalent New Pinnacle Series C depositary shares.
• Following these conversions, the reporting person beneficially owns 0 shares of the original PNFP common stock and depositary shares.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged sale or disposition plan.

Sentiment

Score: 7

Explanation: The filing reports the expected conversion of securities due to a pre-announced merger, indicating the successful completion of a strategic corporate action without introducing new positive or negative performance data.

Positives

• The completion of the merger agreement between Synovus Financial Corp. and Pinnacle Financial Partners, Inc. signifies the successful execution of a strategic corporate action.

Negatives

• No direct negatives related to company performance or financial health are indicated in this transactional filing.

Risks

• No specific risks are detailed in this Form 4 filing, which primarily reports a change in beneficial ownership due to a merger.

Future Outlook

The filing confirms the completion of the merger transactions contemplated by the Agreement and Plan of Merger dated July 24, 2025, effective January 1, 2026, resulting in the conversion of Pinnacle securities into New Pinnacle securities.

Industry Context

The filing indicates a completed merger in the financial services sector, specifically banking, involving Pinnacle Financial Partners and Synovus Financial Corp. This reflects ongoing consolidation trends within the banking industry, often driven by desires for increased scale, market share, and operational efficiencies.

Comparison to Industry Standards

• Mergers and acquisitions are a common strategic move in the financial services industry, often aimed at achieving economies of scale and expanding market reach. This transaction aligns with broader industry trends of consolidation among regional banks.

Corporate Governance

Stakeholder Impact

• Shareholders: Original Pinnacle shareholders had their shares converted into New Pinnacle shares as part of the merger.
• Director (Thomas C. Farnsworth III): His beneficial ownership of the original Pinnacle securities has been converted into equivalent New Pinnacle securities, reflecting his continued stake in the combined entity.

Next Steps

• No specific future actions or milestones for the company are mentioned in this Form 4 filing.

Key Dates

Recommendation

This Form 4 filing simply reports the expected conversion of a director's shares as a result of a previously announced merger. It does not contain new financial performance data, strategic shifts, or unexpected events that would warrant a change in investment recommendation. Investors would have already factored the merger into their valuation of Pinnacle Financial Partners.

Keywords

SEC Form 4, beneficial ownership, insider transaction, merger, Pinnacle Financial Partners, PNFP, Synovus Financial Corp., common stock, depositary shares, corporate governance, director