Form 4: Pinnacle Financial Director Reports Merger-Related Share Conversion

Pinnacle Financial Partners director G. Kennedy Thompson reported the conversion of his and his spouse's Pinnacle shares and depositary shares into New Pinnacle securities following the merger with Synovus Financial Corp. effective January 1, 2026.

Summary

• G. Kennedy Thompson, a director of Pinnacle Financial Partners Inc. (PNFP), reported changes in beneficial ownership.
• These changes resulted from the completion of the Agreement and Plan of Merger, dated July 24, 2025, among Synovus Financial Corp., Pinnacle Financial Partners, Inc., and Pinnacle Financial Partners, Inc. (f/k/a Steel Newco Inc.) (New Pinnacle).
• Effective at 11:59 p.m. ET on January 1, 2026, each share of Pinnacle Common Stock was converted into one share of New Pinnacle Common Stock.
• Each depositary share representing a 1/40th interest in Pinnacle 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, was converted into one depositary share representing a 1/40th interest in New Pinnacle 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C.
• Thompson directly disposed of 33,372 shares of PNFP Common Stock.
• Thompson indirectly disposed of 2,000 shares of PNFP Common Stock and 20,000 Depositary Shares through his spouse.
• Following these transactions, beneficial ownership of the original PNFP securities reported in this filing is 0.

Sentiment

Score: 5

Explanation: The filing is a factual report of a mandatory insider transaction resulting from a previously announced merger, thus it carries a neutral sentiment.

Future Outlook

The filing confirms the completion of the merger transactions as contemplated by the Agreement and Plan of Merger dated July 24, 2025, indicating the strategic integration of Pinnacle Financial Partners into New Pinnacle.

Industry Context

This transaction reflects ongoing consolidation within the financial services sector, where regional banks often merge to achieve greater scale, expand market reach, and enhance competitive positioning. The conversion of securities is a standard procedural outcome following such mergers.

Stakeholder Impact

• Shareholders of Pinnacle Financial Partners Inc. had their common stock and depositary shares converted into equivalent securities of New Pinnacle as a result of the merger.

Key Dates

Keywords

Merger, Acquisition, Form 4, Insider Transaction, Beneficial Ownership, PNFP, Synovus, G. Kennedy Thompson, Director, Common Stock, Depositary Shares, Corporate Governance