Pinnacle Financial Partners, Synovus to Combine

Pinnacle Financial Partners (Nasdaq/NGS: PNFP) and Synovus Financial Corp. (NYSE: SNV) announced they have entered into a definitive agreement to combine in an all-stock transaction valued at $8.6 billion based on the unaffected closing prices of the two companies as of July 21, 2025.

Officials said the transaction creates the highest-performing regional bank focused on the fastest-growth markets in the Southeast. Each has several branches in South Carolina.

The combined company, which will operate under the Pinnacle Financial Partners and Pinnacle Bank name and brand, will be led by an experienced team with a shared growth mindset.

Kevin Blair, chairman, chief executive officer and president of Synovus, will serve as president and chief executive officer of the combined company, and Terry Turner, president and chief executive officer of Pinnacle, will serve as chairman of the board of directors of the combined company.

Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, the shares of Synovus and Pinnacle shareholders will be converted into shares of a new Pinnacle parent company based on a fixed exchange ratio of 0.5237 Synovus shares per Pinnacle share.

The exchange ratio represents a Synovus per share value of $61.18, a transaction value of $8.6 billion and an approximate 10 percent premium to Synovus on an unaffected basis.

Following the close of the transaction, Synovus shareholders will own approximately 48.5 percent and Pinnacle shareholders will own approximately 51.5 percent of the combined company.

The transaction is expected to be approximately 21 percent accretive to Pinnacle’s estimated operating EPS in 2027, with a rapid tangible book value per share earnback period of 2.6 years.

The transaction is expected to be tax-free to shareholders of both companies.

“Over the last 25 years, we have attracted extraordinary talent to a bank that closely partners with its clients, developing ‘raving fans’ and delivering industry-leading growth,” said Turner. “We are pleased to join forces with Synovus in a combination that prioritizes client experience and inspires associates.”

Turner added, “By combining Pinnacle’s operating model, which is anchored in a disciplined entrepreneurial spirit, with Synovus’ talented team and strong presence in attractive and fast-growing Southeastern markets, we will extend our legacy of building share in the most attractive markets nationally. I have tremendous admiration for Kevin and look forward to partnering with him and the rest of the Synovus team to bring our two banks together seamlessly.”

“We are two high-performing institutions with one powerful future,” said Blair. “Our belief in the success of this merger is grounded in a decade of strong results and proven execution from both companies, each delivering top-tier earnings and total shareholder returns. Building on a rich tradition of service and accelerating momentum, Synovus is well-positioned for growth. Together with Terry and the Pinnacle team, we are primed for continued outperformance, as we are not just combining forces – we are multiplying our impact.”

To position the combined company for continued market share gains, growth and shareholder value creation following the transaction close and over the long term, officials said Pinnacle and Synovus have already aligned on all key elements of the go-forward operating model, including board mix, executive management, regional leadership teams, brand, headquarters, operating and recruiting models, compensation structure and community commitments.

As a result, the officials said, the companies are well-positioned to move swiftly on integration planning and, following the close, integration execution.

Strategic Rationale

• This transaction creates the largest bank holding company in Georgia and the largest bank in Tennessee, with Pinnacle Financial Partners headquartered in Atlanta and Pinnacle Bank headquartered in Nashville.
• Officials said the combined company is positioned to win in the most attractive and high-growth markets in the U.S. These markets have a deposit-weighted projected household growth of 4.6 percent (2025-2030), which is the highest among peers and approximately 170 percent of the national average. Officials said Pinnacle and Synovus together have meaningful scale at the market level, including the top-5 position in 10 of their top-15 Southeastern metropolitan statistical areas, with significant room to grow and capture additional share.
• Synovus and Pinnacle rank #1 and #2, respectively, in associate satisfaction on Glassdoor among peers. They both have been consistently recognized as top workplaces, including by Forbes, Fortune and Great Place to Work,® as well as by local publications in the communities they serve. Both companies have long ranked among the top performers for customer satisfaction by J.D. Power and Coalition Greenwich. Collectively, Pinnacle and Synovus received a total of 45 Coalition Greenwich Best Bank Awards in 2025.
• Officials said that by aligning operating models within a geographic focus where local leaders are empowered to make decisions and associates are engaged at every level, as well as providing clients access to specialized expertise, the combined company is well-positioned to continue driving peer-leading loan and deposit growth, strong credit discipline and operating efficiency across its expanded footprint.
• Synovus’ management team has significant experience in leadership positions at larger financial institutions in critical areas, including enterprise risk, compliance, finance, technology and operations, favorably positioning the combined company to transition to a $100+ billion asset institution.

Following the close of the transaction:

• Turner will become chairman of the combined company’s board of directors;
• Blair will serve as president and chief executive officer of the combined company;
• Jamie Gregory, chief financial officer of Synovus, will serve as chief financial officer of the combined company;
• Rob McCabe, chairman of Pinnacle, will become vice chairman and chief banking officer of the combined company; and
• The combined company’s board mix will comprise 15 directors, eight of whom will be from the Pinnacle Board and seven of whom will be from the Synovus Board.

In addition, the following individuals will serve as regional leaders of their respective markets under McCabe:

• Georgia: Charlie Clark, president of the Community Bank at Synovus;
• Tennessee and Kentucky: Bryan Bean, senior lending officer at Pinnacle;
• Alabama: Chris Abele, executive director, Middle 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, executive director, Middle Market Banking at Synovus.

Its common stock will trade on the New York Stock Exchange under the ticker symbol PNFP.