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 depositary share representing a 1/40th interest in a share of Pinnacle 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value per share, was converted into the right to receive one depositary share representing a 1/40th interest in a share of New Pinnacle 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share.