Form 4: Synovus Director Reports Merger-Related Stock Conversion
Insider Transaction Report (Form 4)
A Synovus Financial Corp. director reported the conversion of common and preferred stock into New Pinnacle shares following a merger effective January 1, 2026.
Summary
- Tim E. Bentsen, a Director of Synovus Financial Corp. (SNV), reported changes in beneficial ownership following the completion of the merger with Pinnacle Financial Partners, Inc.
- The merger became effective at 11:59 p.m. ET on January 1, 2026, with Pinnacle Financial Partners, Inc. becoming New Pinnacle.
- Each share of Synovus Common Stock, $1.00 par value, was converted into 0.5237 shares of New Pinnacle Common Stock, $1.00 par value.
- Mr. Bentsen's 41,735 shares of Synovus Common Stock were converted, which included 313 shares acquired through dividend accruals.
- Each Synovus Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D, no par value, was converted into one share of New Pinnacle's Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A, no par value.
- Mr. Bentsen's 8,000 shares of Synovus Preferred Stock Series D were converted.
Sentiment
Score: 5
Explanation: The filing is a factual report of a completed transaction (merger-related stock conversion) and does not contain information that would inherently sway sentiment positively or negatively.
Positives
- The successful completion of the transactions contemplated by the Agreement and Plan of Merger between Synovus Financial Corp. and Pinnacle Financial Partners, Inc. (now New Pinnacle) as planned.
Negatives
- No specific negative aspects are detailed in this Form 4 filing, which primarily reports a completed transaction.
Risks
- No specific risks are detailed in this Form 4 filing, which reports the outcome of a merger rather than ongoing risks.
Future Outlook
This filing reports a completed transaction and does not contain forward-looking statements or guidance regarding future performance or strategic initiatives beyond the merger's completion.
Management Comments
- No direct quotes from company management are provided in this Form 4; the filing is signed by Mary Maurice Young as attorney-in-fact for Tim E. Bentsen.
Industry Context
This transaction reflects consolidation within the financial services industry, where mergers and acquisitions are common strategies for growth, market expansion, and achieving economies of scale. The formation of 'New Pinnacle' suggests a strategic repositioning following the combination of Synovus and Pinnacle Financial Partners.
Comparison to Industry Standards
- Merger exchange ratios vary widely across the financial sector, depending on valuation, strategic fit, and market conditions at the time of the agreement. Without specific details on the financial terms of the merger beyond the exchange ratio, a direct comparison to other specific bank mergers (e.g., Truist Financial Corporation's merger of BB&T and SunTrust, or PNC Financial Services Group's acquisition of BBVA USA) is not feasible based solely on this Form 4. This filing reports the outcome of a previously announced merger.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | NA | NA | NA | No specific management changes for Tim E. Bentsen are detailed in this Form 4, which only identifies him as a Director. The merger implies a new corporate structure for the combined entity, but this filing does not specify changes to Mr. Bentsen's role. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Merger-related structural change | The completion of the merger between Synovus Financial Corp. and Pinnacle Financial Partners, Inc. (now New Pinnacle) inherently involves significant corporate governance changes for the combined entity. However, this Form 4 filing does not detail those specific changes to bylaws, committees, policies, or procedures. | 01/01/2026 | The merger creates a new corporate structure under New Pinnacle, which would necessitate a revised governance framework. Specific details are not provided in this filing. |
Legal Proceedings
- No litigation or regulatory matters are mentioned in this Form 4 filing.
Related Party Transactions
- No specific related party dealings are disclosed beyond the merger itself, which is the subject of the stock conversion.
Stakeholder Impact
- Shareholders of Synovus Financial Corp. had their common and preferred stock converted into shares of New Pinnacle Common Stock and Preferred Stock, respectively, as a direct result of the merger, altering their ownership in the new combined entity.
Next Steps
- No specific future actions, events, or milestones are mentioned in this Form 4 filing.
Key Dates
| Date | Description |
|---|---|
| 07/24/2025 | Date of the Agreement and Plan of Merger between Synovus Financial Corp. and Pinnacle Financial Partners, Inc. |
| 01/01/2026 | Effective Time of the merger and transaction date for stock conversions. |
| 01/02/2026 | Date the Form 4 was signed by the reporting person's attorney-in-fact. |
Keywords
Synovus Financial Corp., SNV, Pinnacle Financial Partners, New Pinnacle, merger, stock conversion, Form 4, insider transaction, beneficial ownership, financial services
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