Form 4: Pinnacle Director Converts Shares in Synovus Merger

Pinnacle Financial Partners director David B. Ingram converted his common stock and depositary shares into New Pinnacle shares as part of the Synovus merger effective January 1, 2026.

Summary

• Director David B. Ingram reported changes in beneficial ownership of Pinnacle Financial Partners (PNFP) securities.
• The transactions occurred on January 1, 2026, at 11:59 p.m. ET, as the effective time of a merger agreement.
• Ingram's 63,692 direct shares of PNFP Common Stock were converted into one share of common stock of New Pinnacle for each Pinnacle share.
• An additional 79,728 shares held indirectly via Ingram Trust and 2,000 shares held indirectly by his spouse were also converted into New Pinnacle Common Stock.
• 120,000 direct depositary shares of Pinnacle 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, were converted into one depositary share of New Pinnacle 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C.
• All conversions were reported with a transaction price of $0, indicating an exchange of securities rather than a sale.
• The merger agreement was dated July 24, 2025, and involved Synovus Financial Corp., Pinnacle Financial Partners, Inc., and Pinnacle Financial Partners, Inc. (f/k/a Steel Newco Inc., now New Pinnacle).

Sentiment

Score: 6

Explanation: The filing reports a routine conversion of securities by a director as part of a pre-announced merger, indicating the successful completion of a strategic corporate action rather than a discretionary sale. This is generally neutral to slightly positive as it confirms a planned event.

Positives

• The transaction represents a conversion of securities due to a merger, not a sale, indicating continued ownership in the combined entity.
• The successful completion of the merger, as implied by this filing, suggests a strategic corporate action has been executed as planned.

Future Outlook

The filing reports the completion of a merger, indicating a change in the corporate structure and the nature of the securities held by insiders. It does not provide forward-looking statements beyond the merger's effective date.

Industry Context

The reported merger transaction reflects ongoing consolidation within the financial services sector, a common trend where regional banks seek to achieve greater scale, market share, and operational efficiencies through strategic combinations.

Comparison to Industry Standards

• This Form 4 is a standard regulatory disclosure for an insider reporting a change in beneficial ownership resulting from a corporate action, specifically a merger-related conversion of securities. Such filings are routine following major corporate events like mergers and acquisitions in the banking industry.

Related Party Transactions

• David B. Ingram's indirect beneficial ownership includes 79,728 shares held by Ingram Trust and 2,000 shares held by his spouse, which were also converted as part of the merger.

Stakeholder Impact

• Shareholders of Pinnacle Financial Partners had their common stock and depositary shares converted into equivalent securities of New Pinnacle, reflecting the completion of the merger.
• Director David B. Ingram's beneficial ownership was converted, aligning his equity interest with the new combined entity.

Key Dates

Keywords

Pinnacle Financial Partners, PNFP, Synovus Financial Corp, Merger, Stock Conversion, Form 4, Insider Transaction, David B. Ingram, Director, Common Stock, Depositary Shares, Corporate Action