Transaction Details

Footnotes

On 11:59 p.m. ET on January 1, 2026 (the "Effective Time"), in accordance with the completion of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 24, 2025, by and among Synovus Financial Corp., a Georgia corporation, Pinnacle Financial Partners, Inc. ("Pinnacle"), a Tennessee corporation, and Pinnacle Financial Partners, Inc. (f/k/a Steel Newco Inc.), a Georgia corporation ("New Pinnacle"), and subject to the terms and upon the conditions set forth in the Merger Agreement, each share of common stock of Pinnacle, $1.00 par value per share ("Pinnacle Common Stock"), was converted into one share of common stock of New Pinnacle, $1.00 par value per share ("New Pinnacle Common Stock"). | At the Effective Time, each performance stock unit ("PSU") and restricted stock unit ("RSU") of Pinnacle, respectively, was converted into the right to receive a number of shares of New Pinnacle Common Stock equal to the number of shares of Pinnacle Common Stock subject to such PSU (based on maximum performance) and RSU, respectively, immediately prior to the Effective Time and an amount of cash equal to the amount of all dividend equivalents accrued by unpaid as of the Effective Time with respect to such award. | These shares were withheld upon the vesting of performance stock units and restricted stock unites to pay tax withholding obligations. | At the Effective Time, each share of Pinnacle's Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value, was converted into the right to receive one share of New Pinnacle's Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value.