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. ("Synovus"), a Georgia corporation, Pinnacle Financial Partners, Inc., 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 Synovus, $1.00 par value per share ("Synovus Common Stock"), was converted into 0.5237 shares (the "Synovus Exchange Ratio") 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") of Synovus was converted into the right to receive a number of shares of New Pinnacle Common Stock equal to the number of shares of Synovus Common Stock subject to such PSU (based on maximum performance) immediately prior to the Effective Time multiplied by the Synovus Exchange Ratio. | These shares were withheld upon the vesting of performance stock units to pay tax withholding obligations. | At the Effective Time, (a) each share of Synovus' Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D, no par value, was converted into the right to receive one share of New Pinnacle's Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A, no par value, and (b) each share of Synovus' Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, no par value, was converted into the right to receive one share of New Pinnacle's Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, no par value. | At the Effective Time, each outstanding restricted stock unit ("RSU") in respect of Synovus Common Stock (each, a "Synovus RSU Award") was assumed by New Pinnacle, with each assumed Synovus RSU Award relating solely to a number of shares of New Pinnacle Common Stock determined by multiplying the number of shares of Synovus Common Stock underlying each assumed Synovus RSU Award immediately prior to the Effective Time by the Synovus Exchange Ratio. Each assumed Synovus RSU Award is subject to the same terms and conditions, including vesting schedule, as each underlying RSU.