Synovus Financial (SNV) Proxy Filing summary

Executive summary

• Pinnacle Financial Partners and Synovus Financial Corp. propose a merger of equals, forming a new holding company, Newco, with simultaneous mergers of both entities into Newco, which will be named Pinnacle Financial Partners, Inc. after closing.

• Pinnacle shareholders will receive 1 share of Newco common stock per Pinnacle share; Synovus shareholders will receive 0.5237 shares of Newco common stock per Synovus share.

• The transaction is valued at $8.6 billion, representing a 10% premium to Synovus' unaffected share price, with Newco expected to issue approximately 150.3 million shares.

• After the merger, former Pinnacle shareholders will own about 51.5% and former Synovus shareholders about 48.5% of Newco.

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

Voting matters and shareholder proposals

• Pinnacle and Synovus will each hold virtual special meetings on November 6, 2025, for shareholders to vote on the merger, compensation, and adjournment proposals.

• Approval of the merger requires a majority of all votes entitled to be cast by holders of common stock.

• Advisory (non-binding) votes will be held on merger-related compensation for named executive officers.

• Adjournment proposals allow for meetings to be postponed if more time is needed to solicit proxies.

• Both boards unanimously recommend voting FOR all proposals.

Board of directors and corporate governance

• The combined company’s board will initially have 15 members: 8 from Pinnacle and 7 from Synovus.

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

• Board and committee composition, succession, and governance are detailed in the Newco bylaws, with supermajority requirements for certain changes during a transition period.

• Headquarters will be in Atlanta, Georgia (holding company) and Nashville, Tennessee (bank).