Synovus Financial Corp. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Major Banks
Finance
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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| Item 8.01 | Other Events | ||||
As previously disclosed, on July 24, 2025, Synovus Financial Corp. (“Synovus”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Synovus, Pinnacle Financial Partners, Inc. (“Pinnacle”) and Steel Newco Inc., a newly formed Georgia corporation jointly owned by Synovus and Pinnacle (“Newco”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, Synovus and Pinnacle 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, Synovus and Pinnacle issued a press release announcing the anticipated members of the board of directors of Newco as of the Effective Time. Synovus and Pinnacle 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 | |||||||
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SYNOVUS FINANCIAL CORP. | |||||
| Date: December 1, 2025 | By: /s/ Allan E. Kamensky | ||||
| Name: Allan E. Kamensky | |||||
| Title: Executive Vice President and General Counsel | |||||