Form 4: Synovus CEO's Holdings Convert in Pinnacle Merger

Synovus Financial Corp. CEO Kevin S. Blair's equity and derivative holdings were converted into New Pinnacle securities following the merger effective January 1, 2026.

Summary

• Kevin S. Blair, President and CEO of Synovus Financial Corp., reported changes in his beneficial ownership of securities due to the merger with Pinnacle Financial Partners, Inc. (now New Pinnacle).
• Effective January 1, 2026, each share of Synovus Common Stock was converted into 0.5237 shares of New Pinnacle Common Stock.
• Blair's 164,378 shares of Synovus Common Stock were disposed of (converted) as part of this transaction, resulting in 0 shares of Synovus Common Stock beneficially owned.
• His 2,000 shares of Synovus Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D, were converted into one share of New Pinnacle's Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A, per Synovus preferred share.
• Outstanding Synovus Restricted Stock Units (RSUs) were assumed by New Pinnacle, with the number of underlying shares adjusted by the 0.5237 exchange ratio.
• Synovus Performance Stock Units (PSUs) were converted into New Pinnacle Common Stock based on maximum performance and the 0.5237 exchange ratio, less applicable tax withholdings.
• Blair disposed of 46,664 PSUs (including 5,074 from dividend accruals), 57,616 PSUs (including 3,694 from dividend accruals), and 42,037 PSUs (including 1,280 from dividend accruals).
• He also disposed of 9,242 RSUs, 23,965 RSUs, and 27,171 RSUs.

Sentiment

Score: 5

Explanation: The filing is a factual report of an insider's equity conversion due to a pre-announced and completed merger, thus neutral in sentiment regarding company performance or new strategic developments.

Positives

• The orderly conversion of Synovus equity and derivative holdings into New Pinnacle securities demonstrates the successful completion of the merger as planned.
• The conversion ensures the continuity of the executive's equity interest in the combined entity, aligning management incentives with the new company's performance.

Negatives

• No direct negatives are presented in this Form 4, as the reported transactions are a mechanical consequence of a pre-announced merger.

Future Outlook

NA

Industry Context

This filing reflects a common occurrence in the financial services industry, where mergers and acquisitions lead to the consolidation of assets and the conversion of securities for executives and other insiders. Such transactions are part of the integration process following a strategic combination of financial institutions.

Comparison to Industry Standards

• The conversion of common stock, preferred stock, and equity awards (RSUs, PSUs) as a result of a merger is a standard and expected process in corporate M&A, particularly within the banking sector.
• The specified exchange ratio (0.5237 shares of New Pinnacle Common Stock for each Synovus Common Stock) is a typical mechanism for valuing and combining equity interests in such transactions.

Stakeholder Impact

• Shareholders of Synovus Financial Corp. have had their holdings converted into shares of New Pinnacle, impacting their future investment exposure and potential returns.
• Employees, particularly executives like Kevin S. Blair, have their equity-based compensation awards transitioned to the new entity, maintaining their long-term incentives within the combined company.

Key Dates

Keywords

Synovus Financial Corp, Pinnacle Financial Partners, New Pinnacle, Merger, Form 4, Insider Transaction, Beneficial Ownership, Common Stock, Preferred Stock, Restricted Stock Units, Performance Stock Units, Equity Conversion