Pinnacle, Synovus seek to sell pending merger to investors

Pinnacle Financial Partners and Synovus Financial are trying to reassure skeptics that they will be able to pull off their pending merger and create a fast-growing, profitable Southeast bank.

Ahead of upcoming industry conferences, the banks provided an update for investors on Thursday that seeks to reinforce the strategic rationale behind the $8.6 billion deal, remind the market of Pinnacle’s past success in integrating acquisitions, and suggest the potential for share repurchases.

The presentation also lays out the combined company’s executive leadership structure and its hiring plans, and offers details about how it’s preparing to cross the $100 billion-asset threshold. Post-merger, the company would have about $116 billion of assets, making it a Category IV bank under regulatory standards.

The update from Pinnacle and Synovus comes one month after the deal’s announcement drew market backlash, reflecting a sense of investor apprehension about so-called “mergers of equals.” Shares of each bank initially tumbled and then began a slight uptick, but haven’t fully recovered.

“I think they’re reinforcing what they believe is the pro forma strength of the franchise,” said Michael Rose, an analyst at Raymond James, in reference to the companies’ presentation on Thursday. “But they’re also saying, ‘Hey, you may have doubted us, but this is what we did in the past, and this is what we think we can do in the future.'”

The Pinnacle-Synovus pairing is the largest U.S. bank merger or acquisition announced so far this year. The combined company would operate under the Pinnacle name and brand, and Synovus CEO Kevin Blair is set to be the CEO of both a newly formed holding company, Steel Newco, and the bank.

Steel Newco will be headquartered in Atlanta. Meanwhile, the bank will be based in Nashville, where Pinnacle has had its headquarters since its founding 25 years ago.

The deal, which still needs regulatory approval, is expected to close in the first quarter of 2026.

In Thursday’s update, the two banks laid out the executive organizational chart, including 27 individuals who have already been identified as top leaders within the combined organization. The chart shows 14 legacy Synovus executives, including the 54-year-old Blair, and Jamie Gregory, who would retain his chief financial officer role. It lists 13 legacy Pinnacle executives, including Rob McCabe, Pinnacle’s current board chairman, who is slated to serve as vice chairman and chief banking officer.

The presentation also seeks to show how past Pinnacle acquisitions have fared well. Specifically, it highlights analysts’ concerns about Pinnacle’s 2017 acquisition of BNC Bancorp in High Point, North Carolina, and then includes graphs showing subsequent and steady loan and deposit growth since that deal closed, and notes the higher-than-peer returns that Pinnacle achieved after mid-2018.

The two merging banks also shared information about their future hiring plans. In 2026, they’re planning for 35 revenue-producing hires. The year after, they’re expecting to add more than 35 new employees in that category.

Most importantly, according to Rose, the banks seem to be indicating that the combined company would be positioned to repurchase up to $1.9 billion of its stock, based on the excess capital that could be available if the combined firm achieves a Common Equity Tier 1 ratio of 9.2%.

Right now, the market consensus does not show buybacks for Pinnacle, Rose said.

“I think what they’re trying to show here is that they’re disappointed in the reaction of the stock, they’re pointing out that it’s cheap, they’re showing that people underestimated them in the past and now saying, ‘Hey, FYI, we’re going to have lots of excess capital in this transition. And if we were to use that and get down to peer-level CET1, that would be pretty supportive of stock repurchases,” said Rose, who plans to meet with executives from Pinnacle and Synovus next week during a conference sponsored by Raymond James.

Jared Shaw, an analyst at Barclays, is also on deck to meet with executives from the two banks, who will make a joint presentation next month at the Barclays Global Financial Services Conference. Shaw said Thursday’s update is a way for Pinnacle and Synovus to “take control of the narrative” of the deal.

“I think they’re trying to show positive aspects of this, whereas right after the deal they were on the defense, trying to deal with the narrative,” Shaw said.