Form 4: Pinnacle Financial Executive Converts Shares Post-Merger

Richard D. Callicutt II converted all his Pinnacle Financial Partners common stock and depositary shares into equivalent New Pinnacle shares following a merger effective January 1, 2026.

Summary

• Richard D. Callicutt II, a Director and Chairman-Carolinas & Virginia of Pinnacle Financial Partners Inc. (PNFP), reported changes in his beneficial ownership.
• On January 1, 2026, 125,352 shares of PNFP Common Stock were converted into shares of New Pinnacle Common Stock.
• Additionally, 6,000 depositary shares of Pinnacle's 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, were converted into depositary shares of New Pinnacle's 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C.
• These transactions occurred at 11:59 p.m. ET on January 1, 2026, as part of the merger contemplated by an Agreement and Plan of Merger dated July 24, 2025, involving Synovus Financial Corp., Pinnacle, and New Pinnacle (f/k/a Steel Newco Inc.).
• Following these conversions, Callicutt beneficially owns 0 shares of the original Pinnacle Financial Partners securities.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.
• Callicutt is no longer subject to Section 16 obligations for Pinnacle Financial Partners Inc.

Sentiment

Score: 7

Explanation: Neutral to slightly positive. The filing reports a routine, pre-planned conversion of securities due to a merger, which is a strategic corporate event. It's not a sale, indicating continued executive interest in the combined entity. The 'no longer subject to Section 16' indicates the executive is now associated with the new entity, not a negative for the merger itself.

Positives

• The transaction represents a conversion of securities due to a merger, not a sale, indicating continuity of ownership interest in the combined entity.
• The transaction was pre-planned under a Rule 10b5-1(c) plan, demonstrating adherence to corporate governance best practices for executive stock transactions.

Future Outlook

The filing indicates the completion of a merger, suggesting a new corporate structure and potentially new strategic directions for the combined entity, 'New Pinnacle.'

Industry Context

This filing reflects consolidation within the financial services sector, where mergers and acquisitions are common strategies for growth, market expansion, and efficiency gains. The conversion of shares indicates the finalization of such a strategic move.

Comparison to Industry Standards

• Mergers and acquisitions are a standard practice in the banking and financial services industry for achieving scale and market share.
• The conversion of shares as part of a merger agreement is a typical mechanism for integrating shareholder interests into the new entity.
• The use of a Rule 10b5-1(c) plan for executive transactions is a common corporate governance practice to avoid insider trading allegations.

Corporate Governance

Stakeholder Impact

• Shareholders: Pinnacle shareholders (including Mr. Callicutt) had their shares converted into shares of the new entity, New Pinnacle, as per the merger agreement, impacting their future investment in the combined entity.

Next Steps

• Richard D. Callicutt II will now hold shares in 'New Pinnacle' (Pinnacle Financial Partners, Inc. f/k/a Steel Newco Inc.).
• Future beneficial ownership filings for Mr. Callicutt would likely be related to 'New Pinnacle'.

Key Dates

Recommendation

This Form 4 details the conversion of an executive's shares in Pinnacle Financial Partners into shares of the newly formed entity, New Pinnacle, as a result of a previously announced merger. This is an expected administrative action following a corporate restructuring and does not provide new fundamental information about the company's performance or future prospects that would warrant an alteration of an investment recommendation. Investors should continue to evaluate the combined entity's performance and strategic outlook.

Keywords

Pinnacle Financial Partners, PNFP, Richard D. Callicutt II, Form 4, Beneficial Ownership, Merger, Synovus Financial Corp., New Pinnacle, Common Stock, Depositary Shares, Corporate Governance, Executive Compensation