Pinnacle Monetary Companions and Synovus to Mix to Create the Southeast Progress Champion

Builds Quickest-Rising, Highest-Return Regional Financial institution

Positioned to Stay Employer of Alternative, with Trade-Main Buyer Service and Deep Roots in Native Communities

Full Alignment on Technique, Management, Model and Working Mannequin to Proceed Lengthy Observe Report of Worthwhile Progress

Compelling Monetary Profile with 20+% EPS Accretion and Earnback Interval of two.6 Years

Firms to Host Joint Convention Name Right this moment at 5:30 p.m. ET

NASHVILLE, Tenn. & COLUMBUS, Ga., July 24, 2025–(BUSINESS WIRE)–Pinnacle Monetary Companions (Nasdaq/NGS: PNFP) and Synovus Monetary Corp. (NYSE: SNV) right now introduced that they’ve entered right into a definitive settlement to mix in an all-stock transaction valued at $8.6 billion primarily based on the unaffected closing costs of the 2 firms as of July 21, 2025. This transaction creates the highest-performing regional financial institution targeted on the fastest-growth markets within the Southeast.

The mixed firm, which is able to function below the Pinnacle Monetary Companions and Pinnacle Financial institution identify and model, will probably be led by a extremely skilled crew with a shared progress mindset. Kevin Blair, Chairman, Chief Government Officer and President of Synovus, will function President and Chief Government Officer of the mixed firm, and Terry Turner, President and Chief Government Officer of Pinnacle, will function Chairman of the Board of Administrators of the mixed firm.

Beneath the phrases of the settlement, which has been unanimously authorised by the Boards of Administrators of each firms, the shares of Synovus and Pinnacle shareholders will probably be transformed into shares of a brand new Pinnacle mum or dad firm primarily based on a set change ratio of 0.5237 Synovus shares per Pinnacle share. This change ratio represents a Synovus per share worth of $61.18, a transaction worth of $8.6 billion and an approximate 10% premium to Synovus on an unaffected foundation.¹ Following the shut of the transaction, Synovus shareholders will personal roughly 48.5% and Pinnacle shareholders will personal roughly 51.5% of the mixed firm.

The transaction is predicted to be roughly 21% accretive to Pinnacle’s estimated working EPS in 2027,² with a fast tangible guide worth per share earnback interval of two.6 years. The transaction is predicted to be tax-free to shareholders of each firms.

“During the last 25 years, we’ve attracted extraordinary expertise to a financial institution that carefully companions with its shoppers, creating ‘raving followers’ and delivering industry-leading progress,” stated Mr. Turner. “We’re happy to hitch forces with Synovus in a mixture that prioritizes consumer expertise and conjures up associates. By combining Pinnacle’s working mannequin, which is anchored in a disciplined entrepreneurial spirit, with Synovus’ proficient crew and powerful presence in enticing and fast-growing Southeastern markets, we’ll prolong our legacy of constructing share in essentially the most enticing markets nationally. I’ve super admiration for Kevin and stay up for partnering with him and the remainder of the Synovus crew to deliver our two banks collectively seamlessly.”

“We’re two high-performing establishments with one highly effective future,” stated Mr. Blair. “Our perception within the success of this merger is grounded in a decade of sturdy outcomes and confirmed execution from each firms, every delivering top-tier earnings and complete shareholder returns. Constructing on a wealthy custom of service and accelerating momentum, Synovus is well-positioned for progress. Along with Terry and the Pinnacle crew, we’re primed for continued outperformance, as we’re not simply combining forces – we’re multiplying our influence.”

To place the mixed firm for continued market share beneficial properties, progress and shareholder worth creation following the transaction shut and over the long run, Pinnacle and Synovus have already aligned on all key components of the go-forward working mannequin, together with Board combine, government administration, regional management groups, model, headquarters, working and recruiting fashions, compensation construction and neighborhood commitments. In consequence, the businesses are well-positioned to maneuver swiftly on integration planning and, following the shut, integration execution.

Compelling Strategic Rationale

• Excessive-growth footprint anchored in two capitals of the South: This transaction creates the most important financial institution holding firm in Georgia and the most important financial institution in Tennessee, with Pinnacle Monetary Companions headquartered in Atlanta and Pinnacle Financial institution headquartered in Nashville. The mixed firm is positioned to win in essentially the most enticing and high-growth markets within the U.S. These markets have a deposit-weighted projected family progress of 4.6% (2025-2030), which is the very best amongst friends and roughly 170% of the nationwide common. Pinnacle and Synovus collectively have significant scale on the market stage, together with the top-5 place in 10 of our top-15 Southeastern metropolitan statistical areas, with important room to develop and seize further share.

• Great spot to work, good spot to financial institution: Synovus and Pinnacle rank #1 and #2, respectively, in Affiliate Satisfaction on Glassdoor amongst friends. They each have been constantly acknowledged as prime workplaces, together with by Forbes, Fortune and Nice Place to Work^®, in addition to by native publications within the communities they serve. This tradition {of professional} excellence delivers extraordinary consumer service, and each firms have lengthy ranked among the many prime performers for buyer satisfaction by J.D. Energy and Coalition Greenwich. Collectively, Pinnacle and Synovus acquired a complete of 45 Coalition Greenwich Finest Financial institution Awards in 2025.

• Easy, extremely aligned working mannequin: By aligning working fashions inside a geographic focus the place native leaders are empowered to make choices and associates are engaged at each stage, in addition to offering shoppers entry to specialised experience, the mixed firm is well-positioned to proceed driving peer-leading mortgage and deposit progress, sturdy credit score self-discipline and working effectivity throughout its expanded footprint.

• Management crew with important giant monetary establishment expertise: Synovus’ administration crew has important expertise in management positions at bigger monetary establishments in essential areas, together with enterprise danger, compliance, finance, expertise and operations, favorably positioning the mixed firm to transition to a $100+ billion asset establishment.

Management, Governance, Headquarters and Group Advantages

The mixed firm’s management will mirror the strengths and capabilities of each Pinnacle and Synovus. This confirmed crew has greater than 120 years of mixed expertise within the monetary companies {industry} and has efficiently executed plenty of important transactions.

Following the shut of the transaction:

• Mr. Turner will turn out to be Chairman of the mixed firm’s Board of Administrators;

• Mr. Blair will function President and Chief Government Officer of the mixed firm;

• Jamie Gregory, Chief Monetary Officer of Synovus, will function Chief Monetary Officer of the mixed firm;

• Rob McCabe, Chairman of Pinnacle, will turn out to be Vice Chairman and Chief Banking Officer of the mixed firm; and

• The mixed firm’s Board combine will comprise 15 administrators, eight of whom will probably be from the Pinnacle Board and 7 of whom will probably be from the Synovus Board.

As well as, the next people will function regional leaders of their respective markets below Mr. McCabe:

• Georgia: Charlie Clark, President of the Group Financial institution at Synovus;

• Tennessee and Kentucky: Bryan Bean, Senior Lending Officer at Pinnacle;

• Alabama: Chris Abele, Government Director, Center Market Banking at Synovus;

• The Carolinas and Virginia: Rick Callicutt, Chairman of the Carolinas and Virginia at Pinnacle;

• North and Central Florida: Scott Keith, Regional President at Pinnacle; and

• South Florida: Mike Walker, Government Director, Center Market Banking at Synovus.

The mixed firm will function with a sustained dedication to associates and native communities, together with Columbus, Georgia, by philanthropic giving and different impactful initiatives. Its widespread inventory will commerce on the New York Inventory Trade below the ticker image PNFP.

Each Pinnacle and Synovus have sturdy observe data of constructing important constructive impacts on their communities, and that dedication will probably be maintained with this transaction. Along with retaining sturdy native presences throughout the Southeast, the mixed firm will proceed its important employment and philanthropic commitments in Columbus, Nashville, Atlanta and throughout the Southeast, in addition to its sturdy neighborhood growth initiatives targeted on reasonably priced housing, small enterprise help and financial prosperity, amongst different worthwhile causes.

Timing and Approvals

The transaction is predicted to shut within the first quarter of 2026, topic to the receipt of required regulatory approvals, approval by Pinnacle and Synovus shareholders and the satisfaction of different customary closing circumstances.

Convention Name and Extra Supplies

Pinnacle and Synovus will host a joint convention name and webcast right now at 5:30 p.m. ET to debate the transaction. A dwell webcast of the convention name and related presentation supplies will probably be accessible on the investor relations part of every firm’s web site at https://buyers.pnfp.com/ and https://investor.synovus.com/corporate-profile/default.aspx.

Advisors

Centerview Companions LLC is serving as lead monetary advisor to Pinnacle and Sullivan & Cromwell LLP is serving as lead authorized advisor, assisted by Bass, Berry & Sims, PLC. Piper Sandler & Co. additionally served as monetary advisor to Pinnacle.

Morgan Stanley & Co. LLC is serving as lead monetary advisor to Synovus and Wachtell, Lipton, Rosen & Katz is serving as authorized advisor. Keefe, Bruyette & Woods, a Stifel Firm, additionally served as monetary advisor to Synovus.

About Pinnacle

Pinnacle Monetary Companions offers a full vary of banking, funding, belief, mortgage and insurance coverage services designed for companies and their house owners and people excited about a complete relationship with their monetary establishment. The agency is the No. 1 financial institution within the Nashville-Murfreesboro-Franklin MSA, in response to 2024 deposit information from the FDIC. Pinnacle is No. 9 on FORTUNE journal’s 2025 listing of 100 Finest Firms to Work For® within the U.S., its ninth consecutive look and was acknowledged by American Banker as one in all America’s Finest Banks to Work For 12 years in a row and No. 1 amongst banks with greater than $10 billion in belongings in 2024.

The agency started operations in a single location in downtown Nashville, TN in October 2000 and has since grown to roughly $54.8 billion in belongings as of June 30, 2025. Because the second-largest financial institution holding firm headquartered in Tennessee, Pinnacle operates in a number of primarily city markets throughout the Southeast.

Extra info regarding Pinnacle, which is included within the Nasdaq Monetary-100 Index, may be accessed at www.pnfp.com.

About Synovus

Synovus Monetary Corp. is a monetary companies firm primarily based in Columbus, Georgia, with roughly $61 billion in belongings. Synovus offers business and client banking and a full suite of specialised services, together with wealth companies, treasury administration, mortgage companies, premium finance, asset-based lending, structured lending, capital markets and worldwide banking. As of June 30, 2025, Synovus has 244 branches in Georgia, Alabama, Florida, South Carolina and Tennessee. Synovus is a Nice Place to Work-Licensed Firm. Study extra about Synovus at synovus.com.

Ahead-Wanting Statements

This communication incorporates statements that represent “forward-looking statements” throughout the that means of, and topic to the protections of, Part 27A of the Securities Act of 1933, as amended, and Part 21E of the Securities Trade Act of 1934, as amended. All statements apart from statements of historic reality are forward-looking statements. These forward-looking statements embody, however will not be restricted to, statements about the advantages of the proposed transaction between Synovus Monetary Corp. (“Synovus”) and Pinnacle Monetary Companions, Inc. (“Pinnacle”), together with future monetary and working outcomes (together with the anticipated influence of the proposed transaction on Synovus’ and Pinnacle’s respective earnings and tangible guide worth), statements associated to the anticipated timing of the completion of the proposed transaction, the mixed firm’s plans, targets, expectations and intentions, and different statements that aren’t historic details. You possibly can establish these forward-looking statements by the usage of phrases resembling “believes,” “anticipates,” “expects,” “might,” “will,” “assumes,” “ought to,” “predicts,” “might,” “would,” “intends,” “targets,” “estimates,” “tasks,” “plans,” “potential” and different comparable phrases and expressions of the long run or in any other case concerning the outlook for Synovus’, Pinnacle’s or mixed firm’s future companies and monetary efficiency and/or the efficiency of the banking {industry} and economic system on the whole.

Potential buyers are cautioned that any such forward-looking statements will not be ensures of future efficiency and contain identified and unknown dangers and uncertainties which can trigger the precise outcomes, efficiency or achievements of Synovus, Pinnacle or the mixed firm to be materially completely different from the long run outcomes, efficiency or achievements expressed or implied by such forward-looking statements. Ahead-looking statements are primarily based on the knowledge identified to, and present beliefs and expectations of, Synovus or Pinnacle and are topic to important dangers and uncertainties. Precise outcomes might differ materially from these contemplated by such forward-looking statements. A variety of elements might trigger precise outcomes to vary materially from these contemplated by the forward-looking statements on this communication. Many of those elements are past Synovus’, Pinnacle’s or the mixed firm’s capability to regulate or predict. These elements embody, amongst others, (1) the danger that the associated fee financial savings and synergies from the proposed transaction might not be absolutely realized or might take longer than anticipated to be realized, (2) disruption to Synovus’ enterprise and to Pinnacle’s enterprise on account of the announcement and pendency of the proposed transaction, (3) the danger that the combination of Pinnacle’s and Synovus’ respective companies and operations will probably be materially delayed or will probably be extra pricey or troublesome than anticipated, together with on account of surprising elements or occasions, (4) the failure to acquire the required approvals by the shareholders of Synovus or Pinnacle, (5) the quantity of the prices, charges, bills and expenses associated to the transaction, (6) the flexibility by every of Synovus and Pinnacle to acquire required governmental approvals of the proposed transaction on the timeline anticipated, or in any respect, and the danger that such approvals might consequence within the imposition of circumstances that would adversely have an effect on the mixed firm after the closing of the proposed transaction or adversely have an effect on the anticipated advantages of the proposed transaction, (7) reputational danger and the response of every firm’s prospects, suppliers, workers or different enterprise companions to the proposed, (8) the failure of the closing circumstances within the merger settlement to be happy, or any surprising delay in closing the proposed transaction or the prevalence of any occasion, change or different circumstances that would give rise to the termination of the merger settlement, (9) the dilution attributable to the issuance of shares of the mixed firm’s widespread inventory within the transaction, (10) the likelihood that the proposed transaction could also be costlier to finish than anticipated, together with on account of surprising elements or occasions, (11) dangers associated to administration and oversight of the expanded enterprise and operations of the mixed firm following the closing of the proposed transaction, (12) the likelihood the mixed firm is topic to further regulatory necessities on account of the proposed transaction or growth of the mixed firm’s enterprise operations following the proposed transaction, (13) the end result of any authorized or regulatory proceedings or governmental inquiries or investigations that could be at present pending or later instituted towards Synovus, Pinnacle or the mixed firm and (14) common aggressive, financial, political and market circumstances and different elements which will have an effect on future outcomes of Synovus and Pinnacle together with adjustments in asset high quality and credit score danger; the lack to maintain income and earnings progress; adjustments in rates of interest and capital markets; inflation; buyer borrowing, reimbursement, funding and deposit practices; the influence, extent and timing of technological adjustments; and capital administration actions. Extra elements which might have an effect on future outcomes of Synovus and Pinnacle may be present in Synovus’ or Pinnacle’s filings with the Securities and Trade Fee (the “SEC”), together with in Synovus’ Annual Report on Type 10-Ok for the yr ended December 31, 2024, below the captions “Ahead-Wanting Statements” and “Threat Components,” and Synovus’ Quarterly Stories on Type 10-Q and Present Stories on Type 8-Ok, and Pinnacle’s Annual Report on Type 10-Ok for the yr ended December 31, 2024, below the captions “Ahead-Wanting Statements” and “Threat Components,” and in Pinnacle’s Quarterly Stories on Type 10-Q and Present Stories on Type 8-Ok. Undue reliance shouldn’t be positioned on any forward-looking statements, that are primarily based on present expectations and converse solely as of the date that they’re made. Synovus and Pinnacle don’t assume any obligation to replace any forward-looking statements on account of new info, future developments or in any other case, besides as in any other case could also be required by legislation.

Essential Data In regards to the Merger and The place to Discover It

Metal Newco Inc. (“Newco”) intends to file a registration assertion on Type S-4 with the SEC to register the shares of Newco widespread inventory that will probably be issued to Pinnacle shareholders and Synovus shareholders in reference to the proposed transaction. The registration assertion will embody a joint proxy assertion of Synovus and Pinnacle that additionally constitutes a prospectus of Newco. The definitive joint proxy assertion/prospectus will probably be despatched to the shareholders of every of Synovus and Pinnacle in reference to the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED TRANSACTION AND RELATED MATTERS. Buyers and safety holders might acquire free copies of those paperwork and different paperwork filed with the SEC by Synovus, Pinnacle or Newco by the web site maintained by the SEC at http://www.sec.gov or by contacting the investor relations division of Synovus or Pinnacle at:

Earlier than making any voting or funding resolution, buyers and safety holders of Synovus and Pinnacle are urged to learn rigorously your complete registration assertion and joint proxy assertion/prospectus after they turn out to be accessible, together with any amendments thereto, as a result of they may comprise essential details about the proposed transaction. Free copies of those paperwork could also be obtained as described above.

Contributors in Solicitation

Synovus and Pinnacle and their respective administrators and government officers and different members of administration and workers could also be deemed to be individuals within the solicitation of proxies from Synovus’ shareholders and Pinnacle’s shareholders in respect of the proposed transaction below the foundations of the SEC. Data concerning Synovus’ administrators and government officers is on the market in Synovus’ proxy assertion for its 2025 annual assembly of shareholders, filed with the SEC on March 12, 2025 (and accessible at https://www.sec.gov/ix?doc=/Archives/edgar/information/0000018349/000001834925000057/syn-20250312.htm) (the “Synovus 2025 Proxy”), below the headings “Company Governance and Board Issues,” “Director Compensation,” “Proposal 1 Election of Administrators,” “Government Officers,” “Inventory Possession of Administrators and Named Government Officers,” “Government Compensation,” “Compensation and Human Capital Committee Report,” “Abstract Compensation Desk,” and “Sure Relationships and Associated Transactions,” and in Synovus’ Annual Report on Type 10-Ok for the yr ended December 31, 2024, filed with the SEC on February 21, 2025 (and accessible at https://www.sec.gov/ix?doc=/Archives/edgar/information/0000018349/000001834925000049/syn-20241231.htm), and in different paperwork subsequently filed by Synovus with the SEC, which may be obtained freed from cost by the web site maintained by the SEC at http://www.sec.gov. Any adjustments within the holdings of Synovus’ securities by Synovus’ administrators or government officers from the quantities described within the Synovus 2025 Proxy have been or will probably be mirrored on Preliminary Statements of Useful Possession of Securities on Type 3 or on Statements of Change in Possession on Type 4 filed with the SEC subsequent to the submitting date of the Synovus 2025 Proxy and can be found on the SEC’s web site at www.sec.gov. Data concerning Pinnacle’s administrators and government officers is on the market in Pinnacle’s proxy assertion for its 2025 annual assembly of shareholders, filed with the SEC on March 3, 2025 (and accessible at https://www.sec.gov/ix?doc=/Archives/edgar/information/1115055/000111505525000063/pnfp-20250303.htm) (the “Pinnacle 2025 Proxy”), below the headings “Environmental, Social and Company Governance,” “Proposal 1 Election of Administrators,” “Data About Our Government Officers,” “Government Compensation,” “Safety Possession of Sure Useful House owners and Administration,” and “Sure Relationships and Associated Transactions,” and in Pinnacle’s Annual Report on Type 10-Ok for the yr ended December 31, 2024, filed with the SEC on February 25, 2025 (and accessible at https://www.sec.gov/ix?doc=/Archives/edgar/information/1115055/000111505525000042/pnfp-20241231.htm), and in different paperwork subsequently filed by Pinnacle with the SEC, which may be obtained freed from cost by the web site maintained by the SEC at http://www.sec.gov. Any adjustments within the holdings of Pinnacle’s securities by Pinnacle’s administrators or government officers from the quantities described within the Pinnacle 2025 Proxy have been or will probably be mirrored on Preliminary Statements of Useful Possession of Securities on Type 3 or on Statements of Change in Possession on Type 4 filed with the SEC subsequent to the submitting date of the Pinnacle 2025 Proxy and can be found on the SEC’s web site at www.sec.gov. Extra info concerning the pursuits of such individuals will probably be included within the joint proxy assertion/prospectus and different related supplies to be filed with the SEC.

No Supply or Solicitation

This communication doesn’t represent a proposal to promote or the solicitation of a proposal to purchase any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction by which such provide, solicitation or sale can be illegal previous to registration or qualification below the securities legal guidelines of any such jurisdiction. No provide of securities shall be made besides by the use of a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended.

 

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Contacts

Synovus Contacts

Buyers
Jennifer H. Demba, CFA
Senior Director, Investor Relations
jenniferdemba@synovus.com

Media
Audria Belton
Director, Exterior Communications
media@synovus.com

Pinnacle Contacts

Buyers
Harold Carpenter
Chief Monetary Officer
harold.carpenter@pnfp.com

Media
Joe Bass
Director of Exterior Relations
joe.bass@pnfp.com

Tim Lynch / Aura Reinhard / Haley Salas
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449