Pinnacle Financial Partners Files 8-K

TL;DR

PNFP filed an 8-K, something big happened.

AI Summary

Pinnacle Financial Partners, Inc. filed an 8-K on October 28, 2025, reporting an event under "Other Events." The filing does not contain specific details about the nature of the event, dollar amounts, or other parties involved, but it is a standard disclosure for significant corporate occurrences.

Why It Matters

This filing indicates a significant event has occurred for Pinnacle Financial Partners, Inc., requiring public disclosure to investors and the market.

Risk Assessment

Risk Level: low — The filing is a standard disclosure and does not contain information that inherently increases risk.

Key Players & Entities

• PINNACLE FINANCIAL PARTNERS INC (company) — Registrant
• October 28, 2025 (date) — Date of earliest event reported
• 6157443700 (phone_number) — Registrant's telephone number
• 21 PLATFORM WAY SOUTH (address) — Principal executive offices
• Nashville (city) — Principal executive offices
• Tennessee (state) — Principal executive offices
• 37203 (zip_code) — Principal executive offices

FAQ

Key Financial Figures

• $1.00 — ich Registered Common Stock (par value $1.00 per share) PNFP The Nasdaq Stock Ma
• $55.00 — , with share price targets ranging from $55.00 to $70.00 and a median share price targ
• $70.00 — re price targets ranging from $55.00 to $70.00 and a median share price target of $62.
• $62.00 — 0.00 and a median share price target of $62.00 . 3. The disclosure under the headin
• $117.00 — , with share price targets ranging from $117.00 to $145.00 and a median share price tar
• $145.00 — e price targets ranging from $117.00 to $145.00 and a median share price target of $130
• $130.00 — 5.00 and a median share price target of $130.00 . -2- 4. The disclosure under the
• $35 billion — ted Companies") that had assets between $35 billion and $85 billion, but excluding specialt
• $85 b — that had assets between $35 billion and $85 billion, but excluding specialty finance
• $50.50 — es per share of Synovus common stock of $50.50 to $61.50. 7. The disclosure under t
• $61.50 — re of Synovus common stock of $50.50 to $61.50. 7. The disclosure under the heading
• $107.25 — s per share of Pinnacle common stock of $107.25 to $130.00. 8. The disclosure under

Filing Documents

• ef20057774_8k.htm (8-K) — 143KB
• 0001140361-25-039526.txt ( ) — 324KB
• pnfp-20251028.xsd (EX-101.SCH) — 4KB
• pnfp-20251028_def.xml (EX-101.DEF) — 18KB
• pnfp-20251028_lab.xml (EX-101.LAB) — 27KB
• pnfp-20251028_pre.xml (EX-101.PRE) — 20KB
• ef20057774_8k_htm.xml (XML) — 7KB

01

Item 8.01 Other Events. As previously disclosed, Pinnacle Financial Partners, Inc., a Tennessee corporation ("Pinnacle") entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 24, 2025, with Synovus Financial Corp., a Georgia corporation ("Synovus") and Steel Newco Inc., a Georgia corporation jointly owned by Synovus and Pinnacle ("Newco"). The Merger Agreement provides that, 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. Upon the terms and subject to the conditions set forth in the Merger Agreement, immediately following the effective time of the Merger (the "Effective Time"), Pinnacle Bank, a Tennessee-chartered bank ("Pinnacle Bank"), will become a member bank of the Federal Reserve System (the "FRS Membership"), and immediately following the effectiveness of the FRS Membership, Synovus Bank, a Georgia-chartered bank ("Synovus Bank"), will merge with and into Pinnacle Bank (the "Bank Merger"), with Pinnacle Bank continuing as the surviving bank in the Bank Merger. The Merger Agreement was unanimously approved by the boards of directors of each of Pinnacle, Synovus and Newco. In connection with the proposed Merger, Newco filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4, as amended, to register the shares of Newco common stock that will be issued to Synovus shareholders and Pinnacle shareholders in connection with the Merger. The registration statement contains a joint proxy statement of Pinnacle and Synovus that also constitutes a prospectus of Newco. The registration statement was declared effective on September 30, 2025. Newco filed a prospectus on September 30, 2025, and Pinnacle and Synovus each filed a definitive proxy statement on Sept

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains statements that constitute "forward-looking statements" within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction between Synovus Financial Corp. ("Synovus") and Pinnacle Financial Partners, Inc. ("Pinnacle"), including future financial and operating results (including the anticipated impact of the proposed transaction on Synovus' and Pinnacle's respective earnings and tangible book value), statements related to the expected timing of the completion of the proposed transaction, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. You can identify these forward-looking statements through the use of words such as "believes," "anticipates," "expects," "may," "will," "assumes," "should," "predicts," "could," "would," "intends," "targets," "estimates," "projects," "plans," "potential" and other similar words and expressions of the future or otherwise regarding the outlook for Synovus', Pinnacle's or combined company's future businesses and financial performance and/or the performance of the banking industry and economy in general. -5- Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Synovus, Pinnacle or the combined company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information kno

View Full Filing

View this 8-K filing on SEC EDGAR