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Pinnacle Financial Partners, Inc. (NASDAQ:PNFP), a $6.69 billion market cap financial institution currently trading below its InvestingPro Fair Value, and Synovus Financial Corp. have issued supplemental disclosures related to their pending merger, according to a statement filed with the Securities and Exchange Commission on Tuesday. Pinnacle has demonstrated strong financial performance with 21.58% revenue growth over the last twelve months and has maintained dividend payments for 13 consecutive years.
The companies previously announced an agreement and plan of merger dated July 24, 2025, under which both Pinnacle and Synovus will merge with and into a jointly owned entity, Steel Newco Inc., which will be renamed Pinnacle Financial Partners, Inc. Following the merger, Pinnacle Bank will become a member of the Federal Reserve System and subsequently merge with Synovus Bank, with Pinnacle Bank as the surviving entity. The boards of directors of Pinnacle, Synovus, and Newco unanimously approved the agreement.
A registration statement covering the issuance of Newco shares to Pinnacle and Synovus shareholders was declared effective by the SEC on September 30, 2025. Both companies are scheduled to hold special shareholder meetings on November 6, 2025, to consider proposals related to the merger.
Since the merger announcement, three lawsuits have been filed challenging the transaction. The suits, filed between October 14 and October 16 in Tennessee and New York courts, allege deficiencies or incomplete information in the joint proxy statement/prospectus. Both companies have also received demand letters from shareholders’ counsel raising similar concerns.
According to the SEC filing, Pinnacle and Synovus state that they believe the claims are without merit and that additional disclosures are not legally required. Nonetheless, to avoid potential delays and minimize litigation risks, the companies have provided supplemental disclosures, including expanded financial analyses, updated comparable company data, and additional details on analyst price targets and valuation methodologies.
The supplemental disclosures include updated comparable company analyses for both Pinnacle and Synovus, as well as expanded information on analyst share price targets and dividend discount analyses. The companies also disclosed that the merger is projected to be accretive to Pinnacle’s estimated 2026 and 2027 earnings per share by approximately 24% and 21%, respectively, and dilutive to tangible book value per share and common equity Tier 1 ratio by approximately 9% and 131 basis points, respectively, based on financial advisor analyses.
All information is based on a statement filed with the Securities and Exchange Commission.
In other recent news, Pinnacle Financial Partners announced quarterly dividends for both common and preferred stock. Common shareholders will receive a cash dividend of $0.24 per share, payable on November 28, 2025. Additionally, the company declared a quarterly dividend of approximately $3.8 million on its Series B Non-Cumulative Perpetual Preferred Stock, with payment set for December 1, 2025. Meanwhile, Pinnacle’s planned acquisition of Synovus Financial Corp is drawing attention, with the transaction expected to close in the first quarter of 2026. Fitch Ratings revised the company’s outlook to negative, citing the acquisition announcement as a factor. Analyst firms have also adjusted their positions on Pinnacle. Stephens lowered its price target to $97.00 due to concerns about leadership transition and execution risks. Keefe, Bruyette & Woods reduced their price target to $95.00, highlighting integration risks related to the Synovus merger. Despite these concerns, earnings estimates for the combined entity have been raised.
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