Pinnacle Financial Partners (PNFP) Proxy Filing summary

Executive summary

• Pinnacle and Synovus propose a merger of equals, forming Newco, with simultaneous mergers into Newco and subsequent bank merger, creating a leading Southeast financial institution.

• Pinnacle shareholders receive 1 Newco share per Pinnacle share; Synovus shareholders receive 0.5237 Newco shares per Synovus share, with cash in lieu of fractional shares.

• Newco will be listed on NYSE as "PNFP"; preferred stock and depositary shares will be converted into Newco equivalents with similar terms.

• The merger is expected to close in Q1 2026, subject to shareholder and regulatory approvals.

• Both boards unanimously recommend voting in favor of the merger and related proposals.

Voting matters and shareholder proposals

• Pinnacle and Synovus shareholders will vote on: (1) approval of the merger, (2) advisory approval of merger-related executive compensation, and (3) adjournment/postponement of the meeting if needed.

• Approval of the merger requires a majority of all votes entitled to be cast; compensation and adjournment proposals require a majority of votes cast.

• Abstentions and broker non-votes have the same effect as votes against the merger proposal.

• No appraisal or dissenters' rights are available to shareholders.

Board of directors and corporate governance

• The combined company board will have 15 members: 8 from Pinnacle, 7 from Synovus, with a transition plan reducing the board size over two years.

• Mr. Turner will serve as non-executive Chairman for two years, succeeded by Mr. Blair, who will be CEO and then Chairman.

• Committees will be equally composed of legacy Pinnacle and Synovus directors during the transition period.

• Headquarters will be in Atlanta, GA (holding company) and Nashville, TN (bank).