Pinnacle Financial Partners Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 2025
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Item 8.01 Other Events.
As previously disclosed, on July 24, 2025, Pinnacle Financial Partners, Inc. (“Pinnacle”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Pinnacle, Synovus Financial Corp. (“Synovus”) and Steel Newco Inc., a newly formed Georgia corporation jointly owned by Pinnacle and Synovus (“Newco”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, Pinnacle and Synovus will each simultaneously merge with and into Newco (such mergers, collectively, the “Merger”), with Newco continuing as the surviving corporation in the Merger and named Pinnacle Financial Partners, Inc. The Merger Agreement provides that the number of directors that will comprise the full board of directors of Newco will be fifteen, eight of which will be members of the board of directors of Pinnacle as of immediately prior to the effective time of the Merger (the “Effective Time”), and seven of which will be members of the board of directors of Synovus as of immediately prior to the Effective Time.
On December 1, 2025, Pinnacle and Synovus issued a press release announcing the anticipated members of the board of directors of Newco as of the Effective Time. Pinnacle and Synovus have designated M. Terry Turner, Kevin S. Blair, Tim E. Bentsen, Robert A. McCabe, Jr., Abney S. Boxley III, Gregory L. Burns, Pedro Cherry, Thomas C. Farnsworth III, David B. Ingram, John H. Irby, Decosta E. Jenkins, Gregory Montana, Barry L. Storey, G. Kennedy Thompson and Teresa White as the anticipated members of the Newco board of directors as of the Effective Time, with M. Terry Turner expected to serve as non-executive chair and Tim E. Bentsen expected to serve as lead independent director.
A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
PINNACLE FINANCIAL PARTNERS, INC.
By: /s/ Harold R. Carpenter
Name: Harold R. Carpenter
Title: Executive Vice President and Chief Financial Officer
Date: December 1, 2025