Synovus, Pinnacle Financial to combine in all-stock transaction valued at $8.6B

Pinnacle Financial Partners (PNFP) and Synovus Financial Corp. (SNV) announced that they have entered into a definitive agreement to combine in an all-stock transaction valued at $8.6B based on the unaffected closing prices of the two companies as of July 21, 2025. The combined company, which will operate under the Pinnacle Financial Partners and Pinnacle Bank name and brand, will be led by a highly 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. This exchange ratio represents a Synovus per share value of $61.18, a transaction value of $8.6B and an approximate 10% premium to Synovus on an unaffected basis. Following the close of the transaction, Synovus shareholders will own approximately 48.5% and Pinnacle shareholders will own approximately 51.5% of the combined company. The transaction is expected to be approximately 21% 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. The transaction is expected to close in the first quarter of 2026, subject to the receipt of required regulatory approvals, approval by Pinnacle and Synovus shareholders and the satisfaction of other customary closing conditions.