Form 4 for PNFP Pinnacle Financial Partners, Inc.

Accepted 2026-01-05 00:00:00 ET · period of report 2026-01-01 · accession 0002102090-26-000002 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
I	2026-01-05	2026-01-01	PNFP	Upshaw Jennifer Spinks	Chief Administrative Off	A - Grant	—	+1,667	1,667	New	—
	2026-01-05	2026-01-01	PNFP	Upshaw Jennifer Spinks	Chief Administrative Off	A - Grant	—	+17.0K	17.0K	New	—
	2026-01-05	2026-01-01	PNFP	Upshaw Jennifer Spinks	Chief Administrative Off	F - Tax	$95.41	-4,002	13.0K	-23%	-$381.8K

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2026-01-01	A	A	1,667	—	1,667	I	—	—	(F1) 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").
2	Common	Common Stock	2026-01-01	A	A	17,041	—	17,041	D By Spouse	—	—	(F1) 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"). (F2) 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.
3	Common	Common Stock	2026-01-01	F	D	4,002	$95.41	13,039	D	—	—	(F3) These shares were withheld upon the vesting of performance stock units to pay tax withholding obligations.