Pinnacle Financial Partners (PNFP) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates the largest bank holding company in Georgia and the largest bank in Tennessee, forming a leading commercial bank in high-growth Southeast markets with complementary branch networks and minimal market overlap.

• The combined company will operate under the Pinnacle brand, leveraging Pinnacle's go-to-market strategy and Synovus' corporate infrastructure, with a focus on maintaining strong local leadership and client relationships.

• Both organizations share high employee satisfaction, strong cultures, and a commitment to client service and community engagement, aiming to remain an employer of choice.

• The merger is positioned as a strategic expansion to boost scale, brand awareness, and market density in core growth corridors, enhancing the ability to invest and drive top-tier returns.

• Leadership and operating models are fully aligned, with a proven management team and a history of successful transactions and profitable growth.

Financial terms and conditions

• All-stock transaction valued at $8.6B, with a fixed exchange ratio of 0.5237 Synovus shares per Pinnacle share, representing a 10% premium to Synovus on an unaffected basis.

• Synovus shareholders will own 48.5% and Pinnacle shareholders 51.5% of the combined company.

• Transaction expected to be tax-free to shareholders of both companies.

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

• One-time pre-tax merger costs are estimated at $675M, plus $45M for large financial institution-related expenses, and a $425M breakup fee.

Synergies and expected cost savings

• $250M in run-rate net expense savings, or up to 10% of combined non-interest expense, mainly from back office, systems, technology, and real estate.

• $285M gross run-rate expense savings, offset by $35M ongoing LFI non-interest expense.

• Cost synergies will be realized at 50% in year one, 75% in year two, and 100% by year three post-close.

• Revenue synergies are anticipated but not included in the financial model.

• Only 5% of the combined workforce expected to be impacted, with limited front-line and branch overlap.