Federal Reserve Grants Approval for Pinnacle Financial Partners‑Synovus Merger

PNFP
November 26, 2025

Pinnacle Financial Partners and Synovus Financial Corp. received regulatory approval from the Federal Reserve Board of Governors on November 26, 2025, clearing the final hurdle for the $8.6 billion all‑stock merger that was announced earlier this year.

The transaction values Pinnacle at a 10% premium to Synovus on an unaffected basis, with a fixed exchange ratio of 0.5237 Synovus shares for each Pinnacle share. After the deal closes, Synovus shareholders will own roughly 48.5% of the combined company and Pinnacle shareholders 51.5%, creating a bank holding company with about $116 billion in assets and positioning it as the largest regional bank in Georgia and the largest in Tennessee.

Strategically, the merger is designed to build a “Southeast Growth Champion” that can compete with national banks and fintechs by leveraging scale to invest in technology, talent, and product innovation. Crossing the $100 billion asset threshold places the new entity under a stricter regulatory category, but the combined balance sheet also provides a stronger capital base and a broader branch network across nine states.

Financially, the deal is expected to be approximately 21% accretive to Pinnacle’s operating earnings per share in 2027, with a tangible book value per share earnback period of 2.6 years. These metrics suggest that the merger will deliver shareholder value through both revenue synergies and cost efficiencies, while the integration plan is slated to complete full system and brand conversions in the first half of 2027.

Kevin Blair, the future President and CEO of the combined company, said the approval “brings us one step closer to combining two strong organizations with a shared commitment to people.” Terry Turner, the future Chairman of the Board, added that the teams are “pulling in the same direction toward the end goal, which is to create a bank that’s bigger, stronger and better able to serve the needs of our clients and communities.”

The merger reflects a broader trend of consolidation in the regional banking sector, driven by the need for scale to compete with national banks and agile fintechs. By expanding its footprint in high‑growth Southeast markets, the combined bank aims to capture demographic and economic tailwinds while maintaining a strong focus on community banking values.

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