Synovus provides supplemental disclosures on Pinnacle merger and related litigation

Synovus Financial Corp. (NYSE:SNV), a $6.3 billion market cap regional bank with a 52-year track record of consistent dividend payments, released supplemental disclosures Tuesday related to its proposed merger with Pinnacle Financial Partners, Inc. (NASDAQ:PNFP), according to a statement based on a Securities and Exchange Commission filing. According to InvestingPro analysis, Synovus currently shows signs of being slightly undervalued, with a modest P/E ratio of 8.51 and a dividend yield of 3.44%.

The merger, initially announced July 24, 2025, involves Synovus and Pinnacle merging with and into Steel Newco Inc., a jointly owned entity that will be renamed Pinnacle Financial Partners, Inc. Following the merger, Pinnacle Bank will become a member of the Federal Reserve System, and Synovus Bank will merge into Pinnacle Bank, which will remain the surviving bank. The boards of Synovus, Pinnacle, and Newco unanimously approved the agreement. InvestingPro data reveals that Synovus maintains a "GOOD" overall financial health score, suggesting strong fundamentals heading into the merger. Subscribers can access detailed merger analysis and 12+ additional ProTips about Synovus’s financial position.

In connection with the transaction, Newco filed a registration statement on Form S-4 with the SEC, which was declared effective on September 30, 2025. Both Synovus and Pinnacle began mailing the joint proxy statement/prospectus to shareholders around that time. Special meetings for shareholders of both companies to consider merger-related proposals are scheduled for November 6, 2025.

Following the merger announcement, three lawsuits challenging the merger were filed: one in Tennessee Chancery Court on October 14, 2025, and two in New York Superior Court on October 15 and 16, 2025. The lawsuits, along with several demand letters from shareholders, allege deficiencies or incomplete information in the joint proxy statement/prospectus.

Synovus and Pinnacle stated they believe the claims are without merit and that no further disclosures are legally required. To avoid delays or increased litigation costs, the companies are issuing supplemental disclosures as outlined in the SEC filing, without admitting any liability or wrongdoing.

The supplemental information includes additional details on comparable company analyses, analyst price targets, and financial advisor methodologies. Current InvestingPro data shows analyst targets for Synovus ranging from $50 to $63, with a consensus recommendation of 2.13 (moderate buy). For deeper insights into valuation metrics, merger implications, and comprehensive research reports covering both companies, investors can access InvestingPro’s extensive database of over 1,400 US stocks. Morgan Stanley provided further analysis on selected bank comparables and dividend discount models, detailing ranges of implied present values per share for both Synovus and Pinnacle.

The companies reiterated that the supplemental disclosures should be read alongside the joint proxy statement/prospectus. This article is based on a press release statement filed with the SEC.

In other recent news, Synovus Financial Corp reported a robust third quarter for 2025, with adjusted earnings per share of $1.46, surpassing the consensus forecast of $1.35. The company’s revenue also exceeded expectations, reaching $615.39 million compared to the forecasted $604.73 million. Despite these positive earnings results, analysts have adjusted their price targets for the company. RBC Capital lowered its price target to $58.00 from $65.00, maintaining an Outperform rating, citing solid revenue momentum and merger planning progress. Meanwhile, Stephens reduced its price target to $51.00 from $54.00, maintaining an Equal Weight rating, due to concerns over disappointing loan growth. Synovus reported a 2% loan-quarter-annualized growth, which fell short of consensus expectations, raising concerns about meeting its full-year 2025 guidance. These recent developments highlight mixed sentiments among analysts regarding Synovus Financial’s future performance.

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