DEF 14A of Pinnacle Financial Partners, Inc., Apr 9, 2026

DEF 14A of Pinnacle Financial Partners, Inc.

Filed Apr 9, 2026 · FY20250002082866-26-000031

Open on EDGAR

  1. NOMINEES FOR ELECTION TO THE BOARD

    NOMINEES FOR ELECTION TO THE BOARD The biographies of each of our Board nominees appearing below contain information, as required by SEC regulations, regarding the person’s service as a director, business experience, service currently or at any time during the last five years on the boards of other companies that are SEC registered public companies, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes, or skills that caused the Corporate Governance and Nominating Committee and the Board to determine that the person should serve as a director for the Company.

  2. NOMINEES FOR ELECTION TO THE BOARD

    | TIM E. BENTSEN (72) | | LEAD INDEPENDENT DIRECTOR | | | Tim E. Bentsen is a former audit partner and practice leader of KPMG, a U.S. based global audit, tax, and advisory services firm, a position he retired from in 2012. Over his 37 years with KPMG, he served as an audit partner for numerous banks and other financial services companies and served in a variety of leadership roles, including Southeast Area Managing Partner and Atlanta office Managing Partner. Mr. Bentsen also served on national leadership teams for the financial services and audit practice as well as on the firm’s national Operations Committee. Mr. Bentsen has been a frequent speaker on corporate governance matters across the country and served in a leadership role for KPMG’s Audit Committee Institute. Mr. Bentsen joined the Synovus board of directors in 2014 and served as its lead director beginning in 2023. Mr. Bentsen also served as a member of the board of directors, chair of the audit committee, and member of the finance committee of CatchMark Timber Trust, Inc., a public timberland real estate investment company. He holds a bachelor’s degree in business administration from Texas Tech University. Mr. Bentsen practiced as a certified public accountant for 40 years. He is the Company's Lead Director and the Chair of the Corporate Governance and Nominating Committee. Mr. Bentsen’s extensive audit and accounting experience in the financial services industry coupled with his corporate governance, risk management, and financial acumen enhances the Board’s knowledge in these areas. | |

  3. NOMINEES FOR ELECTION TO THE BOARD

    | KEVIN S. BLAIR (55) | | DIRECTOR | | | Kevin S. Blair is the Chief Executive Officer and President of Pinnacle Financial Partners, Inc., a position he has held since the closing of the Merger. Prior to that time and since January 2023, he served as Synovus' Chair of the Board. Mr. Blair also served as Synovus' Chief Executive Officer and President beginning in April 2021. Prior to that time and since December 2019, Mr. Blair served as President and Chief Operating Officer and as Senior Executive Vice President and Chief Operating Officer of Synovus from December 2018 until December 2019. Mr. Blair joined Synovus in August 2016 and served as Executive Vice President and Chief Financial Officer until he became Chief Operating Officer in 2018. Prior to joining Synovus, Mr. Blair served as Corporate Treasurer of SunTrust Bank and served in various leadership roles in such areas as credit risk management, corporate strategy, finance, and line management during his nearly 20-year career with SunTrust. He began his banking career at Signet Bank in Richmond, Virginia in 1995, having received a bachelor’s degree in economics and management from James Madison University and a master’s degree in business from George Washington University. Mr. Blair serves on the boards of such non-profit organizations as the United Way of the Chattahoochee Valley, the Georgia Research Alliance, and the Columbus Chamber of Commerce. Mr. Blair’s financial acumen, extensive banking experience in the Southeast, and his first-hand knowledge of our lines of business and corporate strategy provide our Board a valuable resource for understanding the day-to-day operations and strategic direction of the Company and the industry. | |

  4. NOMINEES FOR ELECTION TO THE BOARD

    | ABNEY S. BOXLEY, III (68) | | DIRECTOR | | | Abney S. Boxley, III is the Chair of Boxley Ready Mix, a ready mix concrete manufacturer, and Boxley Family, LLC, as well as a consultant to Summit Materials, Inc., a SEC-registered public construction materials company. From January 2021 through his retirement in December 2021, Mr. Boxley served as Executive Vice President of Summit Materials, and from October 2018 to December 2020, Mr. Boxley served as East Region President of Summit Materials. From 1988 to October 2018, Mr. Boxley served as President and Chief Executive Officer of Boxley Materials Company, a construction materials producer. He was a founding director of Valley Financial Corporation ("Valley"), a SEC registered public bank holding company, and Valley Bank, which BNC Bancorp ("BNC") acquired in July 2015, and served as chairman of the Valley board and chairman of that board’s executive committee. Mr. Boxley served as a director of BNC, a SEC registered public bank holding company from July 2015 until June 2017, when Legacy Pinnacle acquired BNC and Mr. Boxley then joined the Legacy Pinnacle board. During the last five years, Mr. Boxley has also served as a director of such entities as Carilion Clinic, the Business Council, Roanoke Regional Partnership, the Roanoke Valley Development Foundation, the Virginia Western Community College Educational Foundation, and Go Virginia Regional Council. Since 1994, Mr. Boxley has also served on the board of directors of RGC Resources, Inc., a SEC registered public natural gas company, where he serves on the audit committee and the compensation committee, and since March 2018 has served on the board of directors of Insteel Industries, Inc., a SEC registered public steel wire manufacturing company, where he is currently serving as the nominating and governance committee chair. He received his bachelor’s degree in economics from Washington and Lee University and his master’s in business administration from the University of Virginia. Mr. Boxley served as Legacy Pinnacle's Lead Director at the time of the Merger. In addition to his significant board oversight experience, Mr. Boxley has extensive financial management, governance, and strategic analysis expertise, having been involved in numerous merger and acquisition activities. This breadth of experience informs and strengthens our Board in a number of ways as we integrate Legacy Pinnacle and Synovus and drive strategic growth and financial performance over the short and long-term. | |

  5. NOMINEES FOR ELECTION TO THE BOARD

    | GREGORY L. BURNS (71) | | DIRECTOR | | | Gregory L. Burns is President of Gregory Burns Consulting Group, LLC. Previously he was founder, President, and Chief Executive Officer of NeighborMD Management, LLC, a developer and operator of NeighborMD Urgent Care centers, which was started in 2010 and was acquired by Urgent Care Enterprises, a joint venture between Tri-Star Health and Care Spot Express Healthcare in April 2013. Prior to his retirement in February 2009, Mr. Burns served as Chairman of the Board and Chief Executive Officer for O’Charley’s Inc., then a SEC registered public restaurant company, headquartered in Nashville, Tennessee. Mr. Burns joined O’Charley’s in 1983 as Controller, and later held the positions of Executive Vice President, Chief Financial Officer, and President before becoming Chief Executive Officer in February 1994. Prior to joining O’Charley’s, he served as Chief Financial Officer for the Nashville Banner Publishing Company, a newspaper publisher, and a senior accountant for Price Waterhouse. Mr. Burns was also a member of the Legacy Pinnacle board, which he joined in 2015. Mr. Burns currently serves on the advisory board of the University of Kentucky Gatton School of Business and in 2021 retired from his position on the board of the Nashville Public Education Foundation where he was past chairman and served for twenty years. His other civic activities have included serving as chair and board member of the Nashville Chapter of the American Cancer Society and the Nashville Sports Council, the board of The Dan and Margaret Maddox charitable fund, and as a board member of the Nashville Ballet, the Music City Bowl, the Vanderbilt Ingram Cancer Center, the Nashville Area Red Cross, and the Nashville Symphony. Mr. Burns was also inducted into the University of Kentucky Gatton College of Business and Economics Alumni Hall of Fame in 2000. Mr. Burns' broad understanding of the financial, operational, and strategic issues facing public companies and his accounting and financial acumen provide the Board with valuable insight and skills as the Company navigates its future as a large complex financial organization. | |

  6. NOMINEES FOR ELECTION TO THE BOARD

    | PEDRO CHERRY (55) | | DIRECTOR | | | Pedro Cherry is the Chairman, President, and Chief Executive Officer of Mississippi Power, overseeing all aspects of operations for the electric utility and subsidiary of Southern Company, a public company and one of the largest generators of electricity. Prior to becoming Chairman and Chief Executive Officer in August 2025, and since March 2025, he served as President of Mississippi Power. From August 2020 to March 2025, Mr. Cherry served as the President and Chief Executive Officer of Atlanta Gas Light and Chattanooga Gas, two regional natural gas utilities and subsidiaries of Southern Company. From February 2017 to August 2020, he served as Executive Vice President of Customer Service and Operations of Georgia Power, the largest subsidiary of Southern Company. From 2006 to 2017, Mr. Cherry served in various other leadership positions within the Southern Company family of companies, including Senior Vice President of the Metro Atlanta Region of Georgia Power, Metro West Region manager, and Vice President of Community and Economic Development of Georgia Power. Prior to 2006, he spent nine years in finance-related leadership positions, including Chief Financial Officer - International Division, with Southern Energy Inc., a Southern Company subsidiary that later became Mirant Corp. He began his career as an engineering and business analyst for Carolina Power and Light Corp. In addition to his current role at Mississippi Power, Mr. Cherry serves on the board of directors and board of governors for the Mississippi Business Alliance, the board of directors and executive committee for the Gulf Coast Business Council, and the board of directors for the Boys and Girls Club of America's Southeast Region. He is also NACD Directorship Certified, a CFA charter holder, and a member of the CFA Institute and the Auburn’s Alumni Engineering Advisory Council. Previously, Mr. Cherry was a member of the Synovus board, which he joined in 2020. Mr. Cherry’s extensive leadership experience within finance operations and customer service divisions of a complex public organization provides our Board with a valuable resource and perspective. | |

  7. NOMINEES FOR ELECTION TO THE BOARD

    | THOMAS C. FARNSWORTH, III (59) | | DIRECTOR | | | Thomas C. Farnsworth, III has spent his entire business career at Farnsworth Investment Company, a real estate development firm, and serves as its President and owner. Mr. Farnsworth is involved in the development of Harmony Reserve, an active retirement community in Vero Beach, Florida. In addition to serving on the Board, Mr. Farnsworth serves on the board as a legacy member of the Assisi Foundation of Memphis, and is its vice-chairman, and recently served as chairman of the board of Memphis Zoo, Inc. He earned a bachelor’s degree in economics from Southern Methodist University. Previously, Mr. Farnsworth was a member of the Legacy Pinnacle board, which he joined in 2015. Mr. Farnsworth also served as a director of Magna Bank from 2004 until its merger with Pinnacle Bank in September 2015. Mr. Farnsworth’s business experience throughout our footprint provides valuable knowledge regarding commercial real estate activities and trends. | |

  8. NOMINEES FOR ELECTION TO THE BOARD

    | DAVID B. INGRAM (63) | | DIRECTOR | | | David B. Ingram has served in a variety of positions since 1996 at Ingram Entertainment Inc., including as Chairman and Chief Executive Officer. The company was previously the nation's largest distributor of DVDs and video games, but is currently winding down operations due to changes in technology in the delivery of these products. Mr. Ingram also served as Chairman of DBI Beverage Inc., an operator of beverage distributorships in nine major markets in California, since he founded that company in February 2002. In September 2019, Mr. Ingram sold DBI Beverage Inc., which was then the second largest beer distributor in the state of California. Mr. Ingram previously served as a member of the Legacy Pinnacle board, which he joined in 2016. Mr. Ingram also served as a director of Avenue Financial Holdings, Inc., a SEC registered public bank holding company, and Avenue Bank, its wholly owned bank subsidiary, from 2006 until July 2016, when it was acquired by Legacy Pinnacle. Prior to these roles, he served as assistant to the treasurer of Ingram Industries Inc. and as a development officer at Duke University. Mr. Ingram is a past board chairman for, and current board member of, Montgomery Bell Academy. He is also a member of the board of directors of Vanderbilt University and president of The Golf Club of Tennessee. Mr. Ingram’s extensive leadership experience and his business acumen in the Nashville community make him a valuable member of the Board as the Company focuses on Merger integration and strategic growth. | |

  9. NOMINEES FOR ELECTION TO THE BOARD

    | JOHN H. IRBY (63) | | DIRECTOR | | | John H. Irby is a commercial real estate investor and attorney with Atlanta-based Wilson Brock & Irby, LLC, specializing in commercial estate transactions, corporate transactions, commercial litigation, and general business matters. He has practiced law for over 30 years and is also the managing partner of Tall Pines Properties, LLC and Equity Resource Partners, LLC, entities which are engaged in the acquisition, management, and redevelopment of commercial real property and timberland in the Southeast. Mr. Irby currently serves as a director on a number of boards, including the Georgia Lottery Corporation where he serves as Chair and W.C. Bradley Company. Previously, Mr. Irby was a member of the Synovus board, which he joined in 2022. His past board service also includes service on the boards of the Georgia Department of Corrections, Darlington School, Atlanta Steeple Chase, and the Bradley-Turner Foundation, among others. Mr. Irby’s legal background, commercial real estate expertise, and deeply rooted community engagement provides our Board with meaningful expertise in such matters as well as valuable leadership skills. | |

  10. NOMINEES FOR ELECTION TO THE BOARD

    | DECOSTA E. JENKINS (70) | | DIRECTOR | | | Decosta E. Jenkins is the former President and Chief Executive Officer of Nashville Electric Service ("NES"), one of the largest public utilities in the United States, from which he retired in June 2022. He joined NES in 1991, serving as a Senior Vice President and Chief Financial Officer before being appointed CEO in 2004. Prior to that, he spent 11 years at Deloitte working in the audit department for private and public companies. Mr. Jenkins is a certified public accountant and earned an accounting degree from the University of Tennessee. Mr. Jenkins serves on the board of Blue Cross Blue Shield of Tennessee and HG Hill Realty Company and is a member of the board of directors for i3 Verticals, Inc., a SEC-registered public company. In addition, he is a member of the board of trustees of the University of Tennessee. He is the former chair of the board of the American Public Power Association ("APPA"), and former chairman of the Community Foundation of Middle Tennessee and serves as a member of the trustees council for the Community Foundation of Middle Tennessee. Prior to his retirement from NES, he served on several local, regional, and national committees addressing civic, energy, and climate issues including the APPA CEO Climate Change and Generation Policy Task Force and the Tennessee Valley Authority's Customer Planning Council. Mr. Jenkins previously served as a member of the Legacy Pinnacle board, which he joined in 2021. Mr. Jenkins is a prominent civic and business leader within the Nashville community with deep financial and operational expertise and experience; the Company believes his knowledge, expertise, and experience and long history of community involvement as well as his background in accounting makes him a valuable member of our Board. | |

  11. NOMINEES FOR ELECTION TO THE BOARD

    | ROBERT A. MCCABE, JR. (75) | | DIRECTOR | | | Robert A. McCabe, Jr. is one of the founders of Legacy Pinnacle and Pinnacle Bank and currently serves as the Company's Chief Banking Officer and Vice Chair, positions he has held since the Merger. Prior to that time, Mr. McCabe served as Chair of the Board of Legacy Pinnacle and Pinnacle Bank, beginning with their formation in 2000. He began his banking career with the former Park National Bank of Knoxville, Tennessee as an officer trainee in 1976 following four years of military service. From 1976 to 1984, Mr. McCabe held various positions with Park National Bank in Knoxville, including Senior Vice President, until the acquisition of Park National by First American National Bank in 1985. Mr. McCabe joined First American as an Executive Vice President of the retail bank of First American National Bank of Nashville, a position he held until 1987 when First American promoted him to President and Chief Operating Officer of the First American Bank of Knoxville. In 1989, Mr. McCabe was given added responsibility by being named President and Chief Operating Officer for First American’s east Tennessee region. Mr. McCabe continued in that position until 1991, when First American selected him as President of First American’s Corporate Banking division, and shortly thereafter, as President of its General Banking division. In 1994, First American appointed Mr. McCabe as a Vice Chairman of First American Corporation. In March 1999, Mr. McCabe was appointed by First American to manage all banking and non-banking operations, a position he held until First American’s merger with AmSouth Bancorporation in October 1999. Mr. McCabe also serves as a director of NES, and as Chairman of National Health Investors of Murfreesboro, Tennessee, a SEC-registered public healthcare real estate investment company. Mr. McCabe was also a director of Goldleaf Financial Solutions, Inc., a SEC-registered public company that was a provider of financial products to community banks, from 2002 until its sale in 2009. In addition, he was a director of SSC Services of Knoxville, Tennessee which was sold in 2010. Mr. McCabe has been active in various civic organizations within his community, including Leadership Knoxville and Leadership Nashville. He is a member of the World President’s Organization, Chief Executives Organization, served as the chairman of the board of trustees of The Ensworth School and Cheekwood Botanical Gardens and Museum of Art. He is also a past chairman of the Middle Tennessee Boy Scout Council, The Nashville Symphony, and the Nashville Downtown Partnership. Mr. McCabe is also a past chairman of the Nashville Area Chamber of Commerce. Mr. McCabe’s extensive banking and business development experience and his expertise managing all day-to-day banking operations, and company-wide programs for wealth management, capital markets, and corporate services provide the Board with knowledge and insight into the Company’s operations. Additionally, his active involvement with the Company since its inception provides the Board with invaluable institutional knowledge and a comprehensive understanding of the Company’s mission. | |

  12. NOMINEES FOR ELECTION TO THE BOARD

    | GREGORY MONTANA (57) | | DIRECTOR | | | Gregory Montana is the former Executive Vice President and Chief Risk Officer of Fidelity National Information Services, Inc. ("FIS"), having retired from that position in April 2023. During his 11-year tenure at FIS, Mr. Montana managed and mitigated FIS’ key risks including those related to cybersecurity, operations, credit, compliance, regulatory, corporate responsibility, business continuity, crisis management, third party, and fraud for all business segments, including banking, payments, and capital markets. Mr. Montana is a certified Chief Information Security Officer and former board member of the Internet Security Alliance and the Financial Service Information Sharing and Analysis Center (FS-ISAC) Sheltered Harbor Organization and holds a cyber risk oversight certificate from the National Association of Corporate Directors. Prior to his time at FIS, Mr. Montana managed risk in various leadership positions at such companies as Bank of America, PayPal, Lloyds Banking, Deloitte Consulting, and JPMorgan Chase Bank. He serves on the board of directors for the United Way of Northeast Florida and is an active member and former board chair of Jacksonville Catholic Charities. Mr. Montana previously served as a member of the Synovus board, which he joined in 2025. Mr. Montana holds an MBA from the Wharton School of the University of Pennsylvania and received a BA from Boston College. Mr. Montana’s expertise in risk management and extensive financial acumen, as well as his significant experience with complex public corporations in the financial services industry, provide our Board with a valued perspective and resource as we evolve our corporate strategy and mature our risk management framework. | |

  13. NOMINEES FOR ELECTION TO THE BOARD

    | BARRY L. STOREY (66) | | DIRECTOR | | | Barry L. Storey is the Principal of BLS Holdings Group, LLC, an Augusta, Georgia-based company with the primary focus of managing a portfolio of retail real estate properties and various alternative assets. Prior to January 2015, he was the Founding Partner of Hull Storey Gibson Companies, LLC, a retail acquisition and development real estate company founded in 1992. The company owned and operated over 13 million square feet of retail strip centers and enclosed mall properties in the Southeast. Prior to 1992, Mr. Storey worked as a project manager in the Mall Development Division for CBL & Associates Properties, Inc. Mr. Storey holds a bachelor’s degree from the University of Georgia. He has extensive experience with and commitment to philanthropic and community service. In 2010, Mr. Storey received the “Outstanding Philanthropist Award” from the Young Professionals of Augusta and in 2014, was inducted into the Business Hall of Fame of the Central Savannah River Area ("CSRA"). He is past president of the Exchange Club of Augusta, past president of the Family Y board of directors, past chair of the Community Foundation for the CSRA, and past chair of the UGA Terry College of Business Dean’s Advisory Council. Mr. Storey also served as a trustee of the University of Georgia Foundation. Currently, he serves as a director on a number of boards, including Aruna Bio, a privately-owned biomedical company, and the University of Georgia Athletic Association. Mr. Storey is also a trustee for the Georgia Research Alliance and serves on the advisory boards of our Athens and Augusta markets. Mr. Storey previously served as a member of the Synovus board, which he joined in 2013. His extensive experience and expertise in real estate acquisition, development, and management and his background in the markets in which we serve provides our Board with significant insight, particularly as we continue to refine and execute our growth strategies for the future. | |

  14. NOMINEES FOR ELECTION TO THE BOARD

    | G. KENNEDY THOMPSON (75) | | DIRECTOR | | | G. Kennedy Thompson served as a Principal of Aquiline Capital Partners LLC, a New York based financial services private equity firm, from 2009 until his retirement in April 2019. Prior to that time, Mr. Thompson was President and Chief Executive Officer of Wachovia Corporation (“Wachovia”) from 1999 to 2008. He worked at Wachovia and First Union Corporation for 32 years. Mr. Thompson served in numerous industry leadership positions, including Chairman of The Clearing House, Chairman of The Financial Services Roundtable, Chairman of the Financial Services Forum, and President of the International Monetary Conference. He served on the Federal Advisory Council of the Federal Reserve Board for three years and was president in 2007. Mr. Thompson served on the board of Hewlett-Packard Company, a SEC-registered public technology company, from 2006 until May 2013, and Carolinas Healthcare System. Mr. Thompson currently serves on the boards of Lending Tree, Inc. and Insteel Industries, Inc., both of which are SEC-registered public companies. Mr. Thompson previously served as a member of the Legacy Pinnacle board, which he joined in 2017. Mr. Thompson received a B.A. from the University of North Carolina at Chapel Hill and an M.B.A. from Wake Forest University. The Board believes that Mr. Thompson’s expertise in analyzing companies in the financial services industry and extensive knowledge of the Company’s industry and its competition and his involvement in community activities in his home state of North Carolina make him a valuable member of the Board. | |

  15. NOMINEES FOR ELECTION TO THE BOARD

    | M. TERRY TURNER (71) | | DIRECTOR | | | M. Terry Turner is one of the founders of Legacy Pinnacle and Pinnacle Bank and currently serves as the Company's non-executive Chair of the Board, a position he has held since the Merger. Prior to that time, Mr. Turner served as President and Chief Executive Officer of Legacy Pinnacle and Pinnacle Bank, beginning with their formation in 2000. Mr. Turner is a graduate of the Georgia Institute of Technology where he received his bachelor’s degree in Industrial Management in 1976. Following his graduation, Mr. Turner worked for Arthur Andersen & Company as a consultant in Atlanta, Georgia, and joined one of his clients, Park National Bank in Knoxville, Tennessee in 1979 where he held various management positions. In 1985, Mr. Turner joined First American National Bank in Nashville, Tennessee as a result of its acquisition of Park National Bank. Mr. Turner served from January 1994 until November 1998 as President of the General Bank of First American National Bank. From November 1998 until October 1999, he served as President of the Investment Services Group of First American Corporation. Mr. Turner’s banking career at First American in Nashville covered 14 years, and entailed executive level responsibilities for almost all aspects of its banking, trust, and investment operations. During Mr. Turner’s tenure in Nashville, he has served as chairman of the board of the Nashville Sports Council, chairman of the board of trustees for Brentwood Academy, advisory board chairman for the Salvation Army, vice chairman for the Southern Baptist Foundation, member of the board of trustees of Belmont University, member of the Federal Reserve Bank of Atlanta (Nashville branch), and a member of the board of governors of the Nashville Chamber of Commerce. Mr. Turner is an active member of the Chief Executive’s Organization and the World President’s Organization. He is also a member of numerous local clubs and organizations including Leadership Nashville. Mr. Turner’s extensive banking experience and his experience managing the day-to-day operations of Legacy Pinnacle's business provide the Board with knowledge and insight into the Company’s operations. Additionally, his active involvement with Legacy Pinnacle since its inception provides the Board with invaluable institutional knowledge as the Company navigates Merger integration. | |

  16. NOMINEES FOR ELECTION TO THE BOARD

    | TERESA WHITE (59) | | DIRECTOR | | | Teresa White is President Emeritus of Aflac U.S., which constitutes the operating U.S. insurance businesses for Aflac Incorporated, a publicly held company. Prior to moving into that role in January 2023 and since October 2014, she served as President of Aflac U.S. As President, Ms. White’s responsibilities included marketing, sales and distribution, information technology, corporate communications, operations, US financial management, and shared services. She oversaw the company’s extensive distribution network of individual agents and brokers across the country, as well as nearly 5,000 employees. Prior to becoming President, Ms. White served in various leadership positions with Aflac, including Chief Operating Officer from July 2013 to September 2014, Executive Vice President and Chief Services Officer from October 2012 to July 2013, and Executive Vice President and Chief Administrative Officer from March 2008 to October 2012, among others. Ms. White serves on the Board of Landstar and serves on its nominating and corporate governance committee, audit committee, compensation committee, safety and risk committee, and strategic planning committee. Ms. White previously served as a member of the Synovus board, which she joined in 2019. She is active in her community, having served on the boards of various non-profit and professional organizations, including the Georgia Chamber Board of Governors, NeighborWorks Columbus, and Americas Health Insurance Plans. Ms. White has been recognized for her leadership with a number of awards, including three consecutive years as Black Enterprise’s Most Powerful Women in Business, Bizwomen’s 2016 Women to Watch, Atlanta Business Chronicle’s Women Who Mean Business, and numerous recognitions by American Business Awards. She holds a bachelor’s degree in business administration from the University of Texas at Arlington and a master’s degree in management from Troy State University. She is also NACD Directorship Certified. Ms. White’s extensive operational and strategic background, coupled with her marketing, sales, talent, and risk management experience at the executive level in the financial services industry, guides the Company in its long-term strategic and operational planning and adds a valuable resource to the Board. | |

  17. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The CHCC is responsible for the oversight and administration of the Company's director compensation program. The CHCC reviews the director compensation program annually with the assistance of its independent compensation consultant, who provides a report evaluating the program relative to peer and broader market practices. The following is a description of the director compensation program for 2026, as approved by the CHCC after the Merger. Director compensation paid in 2025 by Legacy Pinnacle and Synovus may be found in Appendix C-1 and Appendix C-2, respectively. During 2026, non-management directors of the Company, other than Mr. Turner, will receive an annual cash retainer of $95,000, with: •Audit Committee and Risk Committee members receiving an additional cash retainer of $15,000 (with the Chairs of these committees also receiving an additional cash retainer of $25,000); •CHCC members receiving an additional cash retainer of $12,500 (with the Chair of this committee also receiving an additional cash retainer of $20,000); •Corporate Governance and Nominating Committee members receiving an additional cash retainer of $10,000 (with the Chair of this committee also receiving an additional cash retainer of $17,500); and •the Lead Director receiving an additional cash retainer of $50,000. Members of the Executive Committee do not receive any additional compensation for their service on that committee. In addition, directors who are employees of the Company do not receive any additional compensation for their service on the Board. We also plan to grant awards of restricted stock units with a grant date fair market value of $145,000 to each of the non-management members of the Board, other than Mr. Turner, elected to serve as directors for a term ending in 2027. The director restricted stock units will become fully vested and transferable upon the earlier to occur of the completion of one year of service following the grant date and the date the holder reaches mandatory retirement, as set forth in the Corporate Governance Guidelines. These restricted stock unit awards will be designed to create equity ownership and to focus directors on the long-term performance of the Company. By paying directors an annual retainer, the Company compensates each director for his or her role and judgment as an advisor to the Company, rather than for his or her attendance or effort at individual meetings. In so doing, directors with added responsibility are recognized with higher cash compensation. For example, members of the Audit Committee and Risk Committee receive a higher cash retainer based upon the enhanced duties, time commitment, and responsibilities of service on those committees. The Board believes that this additional cash compensation is appropriate. In addition, directors may from time to time receive compensation for serving on advisory committees of the Company's Board. The members of the Board are compensated for their service on the Board from the date of the annual meeting to the following year’s annual meeting. Mr. Turner’s compensation for his service as Chair of the Board is set forth in a letter agreement filed as an exhibit to Legacy Pinnacle’s Form 8‑K filed with the SEC on July 25, 2025. Directors who previously served on the Synovus board may elect to defer all or a portion of their cash compensation under the Company's Directors’ Deferred Compensation Plan (the "Deferred Comp Plan"). The Deferred Comp Plan does not provide directors with an “above market” rate of return. Instead, the deferred amounts mirror the return of one or more investment funds selected by the director. In so doing, the plan is designed to allow directors to defer the income taxation of a portion of their compensation and to receive an investment return on those deferred amounts. All deferred fees are payable only in cash. In addition, directors who previously served on the Synovus board may elect to defer all of their equity compensation under the Deferred Comp Plan. All deferred equity awards are payable in the form of shares of Company stock. The Company plans to make this Deferred Comp Plan available to those directors who previously served on the Legacy Pinnacle board in 2027.

  18. DIRECTOR COMPENSATION

    | | THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSED DIRECTOR NOMINEES. |

  19. DIRECTOR COMPENSATION

    | PROPOSAL 2 APPROVAL OF PINNACLE'S 2026 OMNIBUS PLAN |

  20. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The table below sets forth a summary of the compensation awarded to, earned by or paid to each of (i) the Company’s Chief Executive Officer during 2025; (ii) the Company’s Chief Financial Officer during 2025; and (iii) the other three highest paid executive officers of the Company whose total compensation exceeded $100,000 for fiscal 2025 and who were employed as executive officers at December 31, 2025 (collectively, the “Named Executive Officers”). This table is presented as required by SEC rules. However, it includes amounts that may be realized in completely different amounts in the future depending on a variety of factors such as performance of the business, fluctuations in share price, etc.

  21. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  22. 2025 Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | | BONUS ($) | | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(1) | | STOCK AWARDS ($)(2) | | OPTION AWARDS ($) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(3) | | ALL OTHER COMPENSATION ($)(4) | | TOTAL ($) | | | M. Terry Turner President and Chief Executive Officer | 2025 | | $1,256,000 | | $ — | | $1,961,829 | | $3,273,598 | $— | | $ — | | $120,027 | | $6,611,454 | | | 2024 | | $1,219,000 | | $ — | | $1,314,082 | | $3,526,372 | $— | | $ — | | $128,865 | | $6,188,319 | | | 2023 | | $1,217,000 | | $ — | | $829,994 | | $3,504,450 | $— | | $ — | | $126,121 | | $5,677,565 | | Robert A. McCabe, Jr. Chairman of the Board and Chairman of Tennessee | 2025 | | $1,193,000 | | $ — | | $1,863,656 | | $3,110,484 | $— | | $ — | | $119,781 | | $6,286,921 | | | 2024 | | $1,158,000 | | $ — | | $1,245,324 | | $3,350,053 | $— | | $ — | | $140,503 | | $5,893,880 | | | 2023 | | $1,156,000 | | $ — | | $788,392 | | $3,329,228 | $— | | $ — | | $132,075 | | $5,405,695 | | Richard D. Callicutt, II Chairman of the Carolinas and Virginia | 2025 | | $821,000 | | $ — | | $923,631 | | $4,195,395 | $— | | $ — | | $23,974 | | $5,964,000 | | | 2024 | | $797,000 | | $ — | | $624,848 | | $1,327,652 | $— | | $ — | | $42,379 | | $2,791,879 | | | 2023 | | $765,000 | | $ — | | $379,440 | | $1,319,381 | $— | | $293,248 | | $20,033 | | $2,777,102 | | Harold R. Carpenter Chief Financial Officer | 2025 | | $644,000 | | $ — | | $724,266 | | $935,333 | $— | | $ — | | $34,180 | | $2,337,779 | | | 2024 | | $625,000 | | $ — | | $490,031 | | $1,037,210 | $— | | $ — | | $24,260 | | $2,176,501 | | | 2023 | | $600,000 | | $ — | | $297,600 | | $953,514 | $— | | $ — | | $20,033 | | $1,871,147 | | Charissa D. Sumerlin Chief Credit Officer | 2025 | | $517,500 | | $ — | | $388,125 | | $1,577,645 | $— | | $ — | | $13,071 | | $2,496,341 | | | 2024 | | $434,500 | | $ — | | $170,297 | | $26,007 | $— | | $ — | | $10,123 | | $640,927 |

  23. 2025 Summary Compensation Table

    (1)Non-Equity Incentive Plan Compensation - Reflects for each of the Named Executive Officers compensation attributable to the Company’s AIP. The table below sets forth for each Named Executive Officer the actual and target payouts under the 2025 AIP, 2024 AIP and 2023 AIP, as applicable, expressed as a percentage of base salary. Actual payouts for 2025 equated to 125% of the target award amounts available under the 2025 AIP. Payout of cash incentive compensation occurs upon achievement of certain soundness and Company performance thresholds as determined by the Compensation Committee.

  24. 2025 Summary Compensation Table

    | | PAYOUT AWARDS AS A PERCENTAGE OF BASE SALARY | | | | | | | TURNER | MCCABE | CALLICUTT | CARPENTER | SUMERLIN | | 2025% Target Payout | 125% | 125% | 90% | 90% | 60% | | 2025% Actual Payout (125% of Target) | 156.25% | 156.25% | 112.5% | 112.5% | 75% | | 2024% Target Payout | 110% | 110% | 80% | 80% | 40% | | 2024% Actual Payout (98% of Target) | 108% | 108% | 79% | 79% | 39% | | 2023% Target Payout | 110% | 110% | 80% | 80% | NA | | 2023% Actual Payout (62% of Target) | 68% | 68% | 50% | 50% | NA |

  25. 2025 Summary Compensation Table

    (2)Stock Awards. For fiscal years 2025, 2024 and 2023, the "Stock Awards" column represents the aggregate grant date fair value of the time-based vesting restricted stock units ("RSUs") and the performance-based vesting restricted stock units ("PSUs") granted in January 2025, January 2024 and January 2023, respectively. To calculate the grant date fair value of the PSUs granted in 2025, 2024 and 2023 which include peer relative performance metrics and, for awards to each of the NEOs other than Ms. Sumerlin for 2023 and 2024, a relative TSR modifier, the Company utilized a Monte Carlo valuation prepared by an independent third party and multiplied the adjusted closing price of the Company’s common stock on the date of grant resulting from the Monte Carlo valuation ($129.19 for 2025, $88.32 for 2024, $73.33 for 2023) by the number of performance units that were expected to vest based on the probable outcome of the performance results (i.e., target level of performance). The grant date fair value of the PSUs granted in 2025, 2024 and 2023 was calculated in accordance with the requirements of Accounting Standards Codification Topic 718 (ASC 718). There is no post-vest holding period applicable to the PSUs granted in 2025, 2024 and 2023 and, accordingly, there was no illiquidity discount applied to the calculation of the grant date fair value of these PSUs. PSUs reported are subject to forfeiture if the applicable minimum performance thresholds are not achieved. The PSUs are also subject to forfeiture if the average of the Bank’s NPA ratio at December 31, 2025, 2026 and 2027 for the PSUs granted in 2025, the average of the Bank’s NPA ratio at December 31, 2024, 2025 and 2026 for the PSUs granted in 2024 and the average of the Bank's NPA ratio at December 31, 2023, 2024 and 2025 for the PSUs granted in 2023 is not less than a level established by the Compensation Committee at the time of the grant. The reported amounts included in the column above with respect to the PSUs do not necessarily reflect the actual amounts that were paid to or that could have been realized by the Named Executive Officer at December 31, 2025. For Mr. Callicutt and Ms. Sumerlin, for fiscal year 2025 the “Stock Awards” column also represents the grant date fair value of time-based restricted share units granted December 30, 2025 (the “2025 Retention RSUs”), which, in the case of Mr. Callicutt, were granted pursuant to the letter agreement he entered into with the Company in December 2025 as described in more detail in “EXECUTIVE COMPENSATION – MERGER-RELATED COMPENSATION ACTIONS – Letter Agreement with Richard D. Callicutt II” beginning on page 163 of this Annual Report on Form 10-K. The 2025 Retention RSUs contain forfeiture restrictions that lapse in full on January 2, 2028, the second anniversary of the closing date of the Merger. The RSUs granted in each of 2025 (other than the 2025 Retention RSUs), 2024 and 2023 contain forfeiture restrictions that lapse in one-third pro rata increments on each of the first three anniversaries of the grant date of the award. Consequently, to calculate the grant date fair value of these awards in accordance with the requirements of ASC 718, the Company multiplied the closing price of the Company’s common stock on the date of grant by the number of RSUs granted. The following table summarizes the elements included in the "Stock Awards" column reported for fiscal year 2025:

  26. 2025 Summary Compensation Table

    | | Aggregate Grant Date Fair Value of the PSU & RSU Awards Granted in 2025 ($) | | M. Terry Turner | $3,273,598 consisting of: | | | •$2,328,521 for 2025 PSUs | | | •$945,077 for 2025 RSUs | | Robert A. McCabe, Jr. | $3,110,484 consisting of: | | | •$2,212,508 for 2025 PSUs | | | •$897,976 for 2025 RSUs | | Richard D. Callicutt, II | $4,195,395 consisting of: | | | •$850,199 for 2025 PSUs | | | •$345,122 for 2025 RSUs | | | •$3,000,074 for 2025 Retention RSUs | | Harold R. Carpenter | $935,333 consisting of: | | | •$665,329 for 2025 PSUs | | | •$270,004 for 2025 RSUs | | Charissa D. Sumerlin | $1,577,645 consisting of: | | | •$517,535 for 2025 PSUs | | | •$210,058 for 2025 RSUs | | | •$850,052 for 2025 Retention RSUs |

  27. 2025 Summary Compensation Table

    The amounts for the PSUs reported in the table above reflect the grant date fair value computed in accordance with ASC 718 based upon the probable outcome of the performance conditions as of the grant date (i.e. target level of performance), as applicable. Assuming the maximum level of performance achievement as of the grant date, the aggregate grant date fair value of the PSUs granted in 2025 would have been: Mr. Turner - $5,588,372, Mr. McCabe - $5,309,838, Mr. Callicutt - $2,040,298, Mr. Carpenter - $1,596,659 and Ms. Sumerlin - $1,241,903. For a more complete description of the RSUs and the PSUs granted in 2025, please see "EXECUTIVE COMPENSATION-2025 EXECUTIVE COMPENSATION - Long Term Incentive (LTI) Equity Awards". (3)In connection with the closing of the Company’s acquisition of BNC, Pinnacle Bank assumed the Salary Continuation Agreement dated as of December 12, 2016, between Mr. Callicutt and Bank of North Carolina (the “Salary Continuation Agreement”), and the benefits and obligations thereunder. Mr. Callicutt was fully vested in the full benefit payable under the Salary Continuation Agreement upon consummation of the merger. Under the Salary Continuation Agreement, upon his attainment of the age of 65, which occurred on February 3, 2024, Mr. Callicutt became entitled to receive an initial payment of $325,000 annually, payable in equal monthly installments. This benefit is payable for life and will increase by 1.50% annually. The Compensation Committee does not consider these accruals and benefits when it makes current year compensation decisions. Of the amounts in this column, $243,161 reflects the year-over-year change in the actuarial present value of the accumulated benefit under the Salary Continuation Agreement in 2023. The amount for 2025 and 2024 each reflect $0 due to the initiation of payments to Mr. Callicutt in the aggregate amount of $329,569 and $271,250 under the Salary Continuation Agreement in 2025 and 2024, respectively, which offset a $80,864 and $114,141 increase in the actuarial present value, respectively, resulting in a net decrease of $248,705 and $157,109, respectively, in actuarial present value of the accumulated benefit. For more information regarding this plan see “Employment, Salary Continuation and Change of Control Agreements” below. In settlement of certain of Mr. Callicutt’s benefits under his employment agreement with BNC, he was paid by BNC an initial cash payment of $1,996,667 prior to the closing of the BNC merger and, upon his termination of employment from the Company and Pinnacle Bank, the Company and Pinnacle Bank are obligated under the terms of the employment agreement to pay Mr. Callicutt an additional cash payment of $763,333 (the “Deferred Payment”) payable in ten equal monthly installments commencing on the first business day on or after the 90th day following the date of termination. Between June 16, 2017, the effective date of his employment agreement, and the full payment of the Deferred Payment, interest accrues on the unpaid portion of the Deferred Payment. The interest rate utilized in 2025 was equal to the 30-day SOFR rate as in effect from time to time plus 150 basis points. Of the amounts in this column, $45,000, $51,590 and $50,087 reflect the interest accrued on the Deferred Payment in 2025, 2024 and 2023, respectively. (4)Other Compensation - The Company provides the Named Executive Officers with other forms of compensation. The following is a listing of various types of other compensation that the Company has not used ever (except in the case of supplemental retirement plans assumed in connection the Company’s acquisitions), but may consider in the future to award its executives. As discussed above, Mr. Callicutt is a party to the Salary Continuation Agreement that he entered into with BNC and is entitled to a certain amount of deferred compensation under his employment agreement. We believe that including a listing of forms of compensation that we currently do not use is beneficial to investors as they compare our compensation elements to those of other organizations.

  28. 2025 Summary Compensation Table

    | | TURNER | MCCABE | CALLICUTT | CARPENTER | SUMERLIN | | Supplemental retirement plans | NA | NA | Yes | NA | NA | | Pension plan | NA | NA | NA | NA | NA | | Deferred compensation | NA | NA | Yes | NA | NA | | Board fees | No | No | No | NA | NA |

  29. 2025 Summary Compensation Table

    Group benefit package - All Company team members, including the Named Executive Officers, participate in the Company’s group benefit package which includes customary medical and dental benefits, group life, group disability, healthcare and dependent care reimbursement plans, 401k plan, etc. The Named Executive Officers receive no incremental employee benefits that are not offered to other Company team members, other than each Named Executive Officer has an enhanced long-term disability policy that provides incremental coverage over the group policy maximums, and the Company pays premiums on an additional $500,000 term life insurance policy for Mr. Turner and an additional $500,000 term life insurance policy for Mr. McCabe. The premiums for those additional life insurance policies were $3,740 and $5,310, respectively, in 2025. The following is a summary of the expense the Company incurred during 2025, 2024 and 2023 to provide a 401k plan match to our Named Executive Officers, the cost of the enhanced long-term disability policies in 2025, 2024 and 2023 and the cost of premiums on life insurance policies for the Named Executive Officers, including the additional policies discussed above:

  30. 2025 Summary Compensation Table

    | | TURNER | | MCCABE | | CALLICUTT | | CARPENTER | | SUMERLIN | | | 2025 | | | | | | | | | | | | 401k match | | $14,000 | | $14,000 | | $14,000 | | $14,000 | | $11,213 | | Long-term disability policy | | 616 | | 616 | | 616 | | 616 | | 616 | | Life Insurance | | 11,124 | | 11,124 | | 6,858 | | 6,858 | | 1,242 | | 2024 | | | | | | | | | | | | 401k match | | $13,800 | | $13,800 | | $13,800 | | $13,800 | | $8,211 | | Long-term disability policy | | 616 | | 616 | | 616 | | 616 | | 616 | | Life Insurance | | 6,858 | | 11,124 | | 6,858 | | 6,858 | | 810 | | 2023 | | | | | | | | | | | | 401k match | | $13,200 | | $13,200 | | $13,200 | | $13,200 | | NA | | Long-term disability policy | | 769 | | 769 | | 769 | | 769 | | NA | | Life Insurance | | 6,858 | | 11,124 | | 3,564 | | 3,564 | | NA |

  31. 2025 Summary Compensation Table

    Paid time off - Each Named Executive Officer receives an allotment of 30 days for paid time off each year (excluding holidays). The Company does not provide sick leave for any associate, including the Named Executive Officers. Additionally, team members, including the Named Executive Officers, are not permitted to carry over unused paid time off into a subsequent fiscal year. Other Executive perquisites - The Company provided the following perquisites to the Named Executive Officers in 2025:

  32. 2025 Summary Compensation Table

    | | TURNER | | MCCABE | | CALLICUTT | | CARPENTER | | SUMERLIN | | | Company provided vehicles | | No | | No | | No | | No | | No | | Automobile allowance | | $13,200/year | | $13,200/year | | No | | No | | No | | Parking allowances | | No | | No | | No | | No | | No | | Personal tax return fees | | $2,500 | | $2,500 | | $2,500 | | $2,500 | | No | | Health club membership | | No | | No | | No | | No | | No | | Country club membership | | No | | No | | No | | No | | No | | Corporate aircraft(a) | | $78,587 | | $78,341 | | $ — | | $10,206 | | $ — |

  33. 2025 Summary Compensation Table

    (a)The Company has acquired aircraft to be used primarily for corporate purposes. The Board of Directors has also authorized personal use of the aircraft by Messrs. Turner, McCabe, Callicutt and Carpenter. In 2025, each of these executives was permitted to use the corporate aircraft for personal travel in amounts not to exceed $100,000 for Mr. Turner, $95,000 for Mr. McCabe, $25,000 for Mr. Callicutt and $15,000 for Mr. Carpenter. The Company’s policy is that when considering the amount of executive compensation awarded for personal aircraft use of the Company's aircraft the Company will include the average hourly costs of fuel, warranty programs, repairs and maintenance, landing and parking fees, costs for repositioning the aircraft, crew expenses, and supplies. Fixed costs that would be incurred in any event to operate the aircraft, such as aircraft purchase costs, aircraft management fees, flight crew salaries and training, and aircraft insurance are not included in the incremental cost. For tax purposes, income for personal use is imputed based on a multiple of the Standard Industry Fare Level rates. Messrs. Turner, McCabe, Callicutt and Carpenter are each responsible for any taxes in connection with his personal use of the corporate aircraft and are not reimbursed for these taxes.

  34. GRANTS OF PLAN-BASED AWARDS IN 2025

    GRANTS OF PLAN-BASED AWARDS IN 2025 The following table provides information about plan-based awards granted to the Named Executive Officers during 2025.

  35. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025

  36. Grants of Plan-Based Awards in 2025

    | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | | | | | | NAME AND PRINCIPAL POSITION | AWARD TYPE | GRANT DATE | THRESHOLD | TARGET | MAXIMUM | | THRESHOLD | TARGET | MAXIMUM | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | ALL OTHER STOCK AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SHARE) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(5) | | M. Terry Turner President and Chief Executive Officer | Annual Cash Incentive | NA | — | $1,570,000 | | $1,962,500 | — | — | — | — | — | — | $ — | | | RSUs | 1/23/2025 | — | — | | — | — | — | — | 7,725 (3) | — | — | 945,077 | | | PSUs | 1/23/2025 | — | — | | — | — | 18,024 | 43,257 | — | — | — | 2,328,521 | | Robert A. McCabe, Jr. Chairman of the Board | Annual Cash Incentive | NA | — | $1,491,250 | | $1,864,063 | — | — | — | — | — | — | $ — | | | RSUs | 1/23/2025 | — | — | | — | — | — | — | 7,340 (3) | — | — | 897,976 | | | PSUs | 1/23/2025 | — | — | | — | — | 17,126 | 41,101 | — | — | — | 2,212,508 | | Richard D. Callicutt, II Chairman of the Carolinas and Virginia | Annual Cash Incentive | NA | — | $738,900 | | $923,625 | — | — | — | — | — | — | $ — | | | RSUs | 1/23/2025 | — | — | | — | — | — | — | 2,821 (3) | — | — | 345,122 | | | RSUs | 12/30/2025 | — | — | | — | — | — | — | 30,613 (4) | — | — | 3,000,074 | | | PSUs | 1/23/2025 | — | — | | — | — | 6,581 | 15,793 | — | — | — | 850,199 | | Harold R. Carpenter Chief Financial Officer | Annual Cash Incentive | NA | — | $579,600 | | $724,500 | — | — | — | — | — | — | $ — | | | RSUs | 1/23/2025 | — | — | | — | — | — | — | 2,207 (3) | — | — | 270,004 | | | PSUs | 1/23/2025 | — | — | | — | — | 5,150 | 12,359 | — | — | — | 665,329 | | Charissa D. Sumerlin Chief Credit Officer | Annual Cash Incentive | NA | — | $310,500 | | $388,125 | — | — | — | — | — | — | $ — | | | RSUs | 1/23/2025 | — | — | | — | — | — | — | 1,717 (3) | — | — | 210,058 | | | RSUs | 12/30/2025 | — | — | | — | — | — | — | 8,674 (4) | — | — | 850,052 | | | PSUs | 1/23/2025 | — | — | | — | — | 4,006 | 9,613 | — | — | — | 517,535 |

  37. Grants of Plan-Based Awards in 2025

    (1)This column shows separately the possible payouts to the Named Executive Officers under the 2025 AIP assuming target and maximum levels of performance. Actual amounts paid in December 2025 to the Named Executive Officers under the 2025 AIP are reflected in the Summary Compensation Table above under the column “Non-Equity Incentive Plan Compensation.” Pursuant to the terms of the 2025 AIP, the Compensation Committee had the authority to increase or decrease the amount paid to the Named Executive Officer under the plan by up to 10% based on individual performance of the Named Executive Officer, but did not do so related to payouts under the 2025 AIP. (2)For the PSUs granted in 2025, the amounts set forth in the “target” and “maximum” columns, could be earned, if at all, based on the Company’s performance over the three-year performance period ending December 31, 2027 for each of average annual return on average tangible common equity (“ROATCE”) and tangible book value per share accretion for the three-year performance period (“TBV Accretion") measured against ROATCE (“Relative ROATCE”) and TBV Accretion (“Relative TBV Accretion”) for a group of peer companies over the same performance period. Such earned units, thereafter, could be adjusted positively or negatively by up to 20% based on the Company’s total shareholder return performance against the KBW Regional Banking Index over the period from January 23, 2025 through January 24, 2028 (the “Relative TSR Modifier”). At "maximum" level of performance, each Named Executive Officer, could earn 200% of the "target" amount of the PSUs disclosed above before the application of the Relative TSR Modifier. Amounts reported above for the PSUs granted in 2025 for “target” level payout assume no positive or negative adjustment on account of the Relative TSR Modifier, where applicable, while the amounts reported for “maximum” level payout for the 2025 PSUs assume a full 20% positive adjustment on account of the Relative TSR Modifier. Such PSUs, if earned, were to be settled in a like number of shares of the Company’s common stock following certification of the Company’s results compared to the peer companies in the peer group and determination by the Compensation Committee subsequent to the performance period that the average ratio of Pinnacle Bank’s nonperforming assets to its loans plus other real estate owned (“NPA Ratio”) as of each of the three years ended December 31, 2025, 2026 and 2027 is not in excess of the targeted NPA Ratio described in the award agreement. (3)Reflects awards of time-based vesting restricted stock units which were to vest ratably, subject to continued employment, each year over a three year period from the date of the grant. See "EXECUTIVE COMPENSATION - MERGER-RELATED COMPENSATION ACTIONS - Equity Grants in Connection with Merger" beginning on page 163 of this Annual Report on Form 10-K. (4)Reflects awards of 2025 Retention RSUs to Mr. Callicutt and Ms. Sumerlin which vest, subject to continued employment, on January 2, 2028, the second anniversary of the closing date of the Merger. (5)Amounts in this column were calculated in accordance with ASC 718 based upon the probable outcome of the performance conditions as of the grant date (i.e., target level of performance), as applicable. Assuming the maximum level of performance achievement as of the grant date, the aggregate grant date fair value of the PSUs would have been: Mr. Turner - $5,588,372, Mr. McCabe - $5,309,838, Mr. Callicutt - $2,040,298, Mr. Carpenter - $1,596,659 and Ms. Sumerlin - $1,241,903. For a more complete description of the RSUs and PSUs granted in 2025, please see "EXECUTIVE COMPENSATION-2025 EXECUTIVE COMPENSATION- Long Term Incentive (LTI) Equity Awards" and "EXECUTIVE COMPENSATION - MERGER-RELATED COMPENSATION ACTIONS" elsewhere in this Annual Report on Form 10-K. In connection with the consummation of the Merger and pursuant to the terms of the Merger Agreement, the Compensation Committee approved the vesting of all outstanding and unvested time-based restricted share units (other than the 2025 Retention RSUs granted to Mr. Callicutt and Ms. Sumerlin) and performance-based restricted share units, with the performance-based share units vesting at maximum payout levels, in each case, as of the Effective Time of the Merger.

  38. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END The following table summarizes information with respect to equity award holdings by the Named Executive Officers as of December 31, 2025.

  39. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End

  40. Outstanding Equity Awards at 2025 Fiscal Year End

    | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(3) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2) | | | M. Terry Turner | — | — | — | — | — | 20,673 | | $1,972,411 | 192,673 | | $18,382,931 | | Robert A. McCabe, Jr. | — | — | — | — | — | 19,640 | | 1,873,852 | 183,047 | | 17,464,514 | | Richard D. Callicutt, II | — | — | — | — | — | 38,308 | | 3,654,966 | 72,044 | | 6,873,718 | | Harold R. Carpenter | — | — | — | — | — | 5,908 | | 563,682 | 54,512 | | 5,200,990 | | Charissa D. Sumerlin | — | — | — | — | — | 10,487 | | 1,000,565 | 10,071 | | 960,874 |

  41. Outstanding Equity Awards at 2025 Fiscal Year End

    (1)Includes RSUs granted in January 2023, January 2024 and January 2025 that were to vest in three equal annual installments beginning on January 19, 2024 in the case of the RSUs granted in January 2023, January 18, 2025 in the case of the RSUs granted in January 2024 and January 23, 2026 in the case of the RSUs granted in January 2025. Also includes 2025 Retention RSUs granted to Mr. Callicutt and Ms. Sumerlin on December 30, 2025. (2)Market value is determined by multiplying the closing market price of the Company’s common stock ($95.41) on December 31, 2025 by the number of shares. With respect to unvested PSUs, represents the market value as of December 31, 2025 of the number of shares issuable upon achievement of the maximum performance goal (including, if applicable, full application of the 20% positive adjustment based on the TSR modifier). In connection with the consummation of the Merger and pursuant to the terms of the Merger Agreement, the Compensation Committee approved the vesting of all outstanding RSUs (other than the 2025 Retention RSUs granted to Mr. Callicutt and Ms. Sumerlin) and PSUs, with the PSUs vesting at maximum payout levels, in each case, as of the Effective Time of the Merger. (3)The following information details the vesting status of the unvested RSUs and PSUs as of December 31, 2025 for the Named Executive Officers:

  42. Outstanding Equity Awards at 2025 Fiscal Year End

    | GRANT DATE AND UNVESTED AWARDS | | VESTING CRITERIA | | 1/19/23 RSU Award | | Represents time-based vesting restricted stock units granted on January 19, 2023 of which 33.33% vested on January 19, 2024 and January 19, 2025 and of which the remaining 33.33% vested on January 1, 2026 with the approval of the Compensation Committee in connection with the consummation of the Merger. | | Turner | 4,840 | | | McCabe | 4,598 | | | Callicutt | 1,822 | | | Carpenter | 1,317 | | | Sumerlin | 36 | | | 1/19/23 PSU Award | | Represents PSUs granted on January 19, 2023 for which the three-year performance period ended December 31, 2025. Other than the awards for Ms. Sumerlin, whose awards could not be earned above target level of performance and did not include the TSR modifier, maximum levels of performance are assumed for the entire amount of this award for purposes of this presentation, including application of a full 20% positive adjustment based on the TSR Modifier. In connection with the consummation of the Merger, the Compensation Committee approved the vesting of the maximum number of PSUs effective January 1, 2026. | | Turner | 81,310 | | | McCabe | 77,245 | | | Callicutt | 30,611 | | | Carpenter | 22,121 | | | Sumerlin | 249 | | | 1/18/24 RSU Award | | Represents time-based vesting restricted stock units granted on January 18, 2024 of which 33.33% vested on January 18, 2025 and of which the remaining units vested on January 1, 2026 with the approval of the Compensation Committee in connection with the consummation of the Merger. | | Turner | 8,108 | | | McCabe | 7,702 | | | Callicutt | 3,052 | | | Carpenter | 2,384 | | | Sumerlin | 60 | | | 1/18/24 PSU Award | | Represents PSUs granted on January 18, 2024 for which the three-year performance period had not been completed at December 31, 2025. Other than the awards for Ms. Sumerlin, whose awards could not be earned above target level of performance and did not include the TSR modifier, maximum levels of performance are assumed for the entire amount of this award for purposes of this presentation, including application of a full 20% positive adjustment based on the TSR Modifier. In connection with the consummation of the Merger, the Compensation Committee approved the vesting of the maximum number of PSUs effective January 1, 2026. | | Turner | 68,106 | | | McCabe | 64,701 | | | Callicutt | 25,640 | | | Carpenter | 20,032 | | | Sumerlin | 209 | | | 1/23/25 RSU Award | | Represents time-based vesting restricted stock units granted on January 23, 2025 which 100% vested on January 1, 2026 with the approval of the Compensation Committee in connection with the consummation of the Merger. | | Turner | 7,725 | | | McCabe | 7,340 | | | Callicutt | 2,821 | | | Carpenter | 2,207 | | | Sumerlin | 1,717 | | | 1/23/25 PSU Award | | Represents PSUs granted on January 23, 2025 for which the three-year performance period had not been completed at December 31, 2025. Maximum levels of performance are assumed for the entire amount of this award for purposes of this presentation, including application of a full 20% positive adjustment based on the TSR Modifier. In connection with the consummation of the Merger, the Compensation Committee approved the vesting of the maximum number of PSUs effective January 1, 2026. | | Turner | 43,257 | | | McCabe | 41,101 | | | Callicutt | 15,793 | | | Carpenter | 12,359 | | | Sumerlin | 9,613 | | | 12/30/25 Retention RSU Award | | Represents time-based restricted share units granted on December 30, 2025 which will vest, subject to continued employment, on January 2, 2028, the second anniversary of the closing date of the Merger. | | Callicutt | 30,613 | | | Sumerlin | 8,674 | |

  43. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table summarizes information for the Named Executive Officers concerning vesting of RSUs and PSUs during the fiscal year ended December 31, 2025, including (i) the number of shares of stock received from the vesting of PSUs earned based on fiscal 2025 performance; and (ii) the aggregate dollar value realized upon the vesting of such RSUs and PSUs. No Named Executive Officer exercised any stock options in fiscal 2025. For additional information see "EXECUTIVE COMPENSATION-Compensation Discussion and Analysis- 2025's Impact on Previously Issued Performance Unit Awards."

  44. OPTION EXERCISES AND STOCK VESTED

    | | OPTION AWARDS | | STOCK AWARDS | | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#)(1)(2) | VALUE REALIZED ON VESTING ($)(3) | | | M. Terry Turner | — | — | 147,822 | | $15,600,415 | | Robert A. McCabe, Jr. | — | — | 143,507 | | $15,132,055 | | Richard D. Callicutt, II | — | — | 70,362 | | $7,348,866 | | Harold R. Carpenter | — | — | 55,183 | | $5,777,880 | | Charissa D. Sumerlin | — | — | 304 | | $32,701 |

  45. OPTION EXERCISES AND STOCK VESTED

    (1)Includes RSUs issued in January 2022, 2023 and 2024 and PSUs issued prior to 2025 (including the Special PSUs granted to the NEOs, other than Ms. Sumerlin, on January 20, 2022), but which were released to the NEOs during 2025.) Excludes PSUs previously issued for which the performance periods were not yet completed as of December 31, 2025. (2)Values reported include shares withheld to cover withholding tax obligations in the following amounts: Mr. Turner - 58,224 shares; Mr. McCabe - 56,528 shares; Mr. Callicutt - 30,166; Mr. Carpenter -20,730 shares and Ms. Sumerlin - 69 shares. The share price utilized for purposes of calculating the number of shares to withhold was the closing sales price of the Company’s Common Stock on the date immediately preceding the vesting date. (3)“Value Realized on Vesting” is determined by multiplying the number of shares received upon the vesting of the RSUs and PSUs by the closing sales price of the Company’s Common Stock on the vesting date.

  46. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information for the year ended December 31, 2025: •The median of the annual total compensation of all our employees (other than our CEO), was $108,907; and the annual total compensation of Mr. Turner, our President and Chief Executive Officer was $6,611,454. •Based on this information, for 2025, the ratio of the annual total compensation of our President and Chief Executive Officer to the median of the annual total compensation of all employees is 61 to 1. We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO: •SEC rules allow us to identify our median employee once every three years unless there has been a change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure. We believe there have been no changes in our employee population or employee compensation arrangements since 2023 that would result in a significant change to this pay ratio disclosure. •The median employee was identified for 2023 based on the employee population on December 31, 2023, which consisted of all full-time, part-time, temporary, and seasonal employees employed on that date. •To find the median of the annual total compensation of our employees (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2023. •We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. •Compensation for this employee, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K was $108,907 for 2025. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table appearing on page 169 of this Annual Report on Form 10-K, which is also in accordance with the requirements of Item 402(c)(2)(x).

  47. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  48. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for M. Terry Turner1 ($) | Compensation Actually Paid to M. Terry Turner1, 2, ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Thousands) | TBV Accretion⁵ | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 6,604,554 | 16,687,487 | 4,266,510 | 9,096,298 | 156.09 | 152.71 | 641,865 | 13.3% | | 2024 | 6,188,319 | 15,460,083 | 2,590,457 | 5,701,565 | 185.33 | 143.39 | 457,056 | 9.5% | | 2023 | 5,677,565 | 10,193,859 | 2,140,252 | 3,087,649 | 139.91 | 126.67 | 562,152 | 14.8% | | 2022 | 10,891,661 | 1,868,022 | 6,436,622 | 1,432,359 | 116.14 | 127.17 | 560,742 | 5.1% | | 2021 | 6,826,962 | 16,108,634 | 3,684,459 | 7,899,479 | 149.52 | 136.64 | 527,323 | 14.2% |

  49. PAY VERSUS PERFORMANCE DISCLOSURE

    (1)M. Terry Turner was our PEO for each year presented. The individuals comprising the Non-PEO named executive officers for each year presented are listed below.

  50. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2021 - 2022 | 2023 | 2024 | 2025 | | Robert A. McCabe, Jr. | Robert A. McCabe, Jr. | Robert A. McCabe, Jr. | Robert A. McCabe, Jr. | | Richard D. Callicutt | Richard D. Callicutt | Richard D. Callicutt | Richard D. Callicutt | | Harold R. Carpenter | Harold R. Carpenter | Harold R. Carpenter | Harold R. Carpenter | | Hugh M. Queener | Hugh M. Queener | Charissa Sumerlin | Charissa Sumerlin | | | J. Harvey White | J. Harvey White | | | | Timothy H. Huestis | | |

  51. PAY VERSUS PERFORMANCE DISCLOSURE

    (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. There was no pension service cost for services rendered during 2025, as reflected in the tables below.

  52. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for M. Terry Turner ($) | Exclusion of Change in Pension Value for M. Terry Turner ($) | Exclusion of Stock Awards for M. Terry Turner ($) | Inclusion of Pension Service Cost for M. Terry Turner ($) | Inclusion of Equity Values for M. Terry Turner ($) | Compensation Actually Paid to M. Terry Turner ($) | | 2025 | 6,604,554 | — | (3,273,597) | — | 13,356,530 | 16,687,487 |

  53. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 4,266,510 | — | (2,454,714) | — | 7,284,502 | 9,096,298 |

  54. PAY VERSUS PERFORMANCE DISCLOSURE

    The amounts in the Inclusion of Equity Values in the tables above for 2025 are derived from the amounts set forth in the following tables:

  55. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for M. Terry Turner ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for M. Terry Turner ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for M. Terry Turner ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for M. Terry Turner | Equity Values for M. Terry Turner | | 2025 | 9,081,812 | 1,030,072 | — | 3,244,646 | — | 13,356,530 |

  56. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 5,076,595 | 406,954 | — | 1,800,953 | — | 7,284,502 |

  57. PAY VERSUS PERFORMANCE DISCLOSURE

    (4)The Peer Group TSR set forth in this table utilizes the KBW Regional Banking Index (“KRX”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the KRX, respectively and that all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined tangible-book value per share accretion (“TBV Accretion”) to be the most important financial measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. For years 2021 through 2023, the amount shown for TBV Accretion also included the impact of dividends paid on the Company’s Common Stock. More information on TBV Accretion and the decision to exclude dividends from the calculation of the Company’s and peer group companies’ TBV Accretion beginning in 2024 can be found in the Compensation Discussion and Analysis. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return ("TSR") The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company and the Peer Group. Relationship Between Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during each of the five most recently completed fiscal years. Description of Relationship Between Compensation Actually Paid and TBV Accretion The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our TBV Accretion during each of the five most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2025 to Company performance. The measures in this table are not ranked.

  58. PAY VERSUS PERFORMANCE DISCLOSURE

    | TBV Accretion | | Earnings Per Share | | Total Revenue | | Return On Average Tangible Common Equity | | Classified Asset Ratio | | Non-Performing Asset Ratio |

  59. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION During 2025, it was the role of the Compensation Committee, on behalf of the Board, to review and recommend to the Board the compensation of the Company’s non-employee directors. In performing this role, the Compensation Committee regularly met with and received reports and information (including peer data) from McLagan, its independent compensation consultant. The Board and the Compensation Committee believe that director compensation should attract and retain qualified directors and compensate them for the significant time commitment and substantial contributions they are expected to make in their capacities as directors and that the compensation should include elements that align the directors’ interests with the long-term interests of the Company’s shareholders. The compensation program for the Company’s non-employee directors in 2025 was a combination of cash and equity and was assessed and reviewed relative to the peer group utilized by the Company for compensation purposes (as described below) at least annually. In addition, our Second Amended and Restated 2018 Equity Incentive Plan imposes a maximum limit on the aggregate value of all compensation that may be paid or granted, as applicable, to any one non-employee director in any calendar year, including equity-based awards and cash fees paid by the Company to such director, of $500,000. Directors of the Company and the Bank who are employees of the Company and/or the Bank receive no additional compensation for being a director of the Company or the Bank or for serving on a committee of the Board. Additionally, directors do not receive separate compensation for serving on the Bank’s Board. In July 2024, the Compensation Committee reviewed a report prepared by McLagan with respect to the Company’s average director compensation for 2024 compared to the average director compensation program for 2023 for a peer group jointly selected by McLagan and the Compensation Committee. In this report, McLagan and the Compensation Committee selected the size of the peers in the peer group in terms of total assets, with the upper limit to include financial institutions with up to $100.0 billion in total assets and the lower limit to be approximately $25.0 billion. The group consisted of 21 firms with the 50th percentile for total assets being $44.9 billion as of December 31, 2023. This report reflected that the Company’s average director’s total compensation for 2024 was near the 74th percentile of the peer group with the total cash component approximating the 85th percentile while the equity-based component was near the 50th percentile. After taking into account the information contained in this report, the Compensation Committee determined it was appropriate to recommend to the Board the same compensation structure and amounts for the non-employee directors for the Board compensation period commencing March 1, 2025 as had been in place for the compensation period commencing March 1, 2024. The following tables outline the director compensation schedule in effect for the period from March 1, 2025 through the closing of the Merger:

  60. DIRECTOR COMPENSATION

    | RETAINER FEES: | | | Restricted shares(1) | $80,000 | | Cash(2) | 65,000 | | Lead Director Cash(2) | 35,000 | | Annual committee chair retainers(2): | | | Audit | 18,000 | | Human Resources and Compensation | 10,000 | | Nominating and Corporate Governance | 12,500 | | Risk | 15,000 | | Trust | 10,000 | | Community Affairs | 6,250 | | Climate Sustainability | 6,250 | | Committee member retainers(2): | | | Executive | 12,000 | | Audit | 12,000 | | Human Resources and Compensation | 10,000 | | Nominating and Corporate Governance | 7,500 | | Risk | 10,000 | | Trust | 7,500 | | Community Affairs | 7,500 | | Climate Sustainability | 7,500 |

  61. DIRECTOR COMPENSATION

    (1)Restricted shares awarded on March 1 of the current year with restrictions scheduled to lapse as of March 1 the following year. The number of restricted shares issued is equal to the dollar amount reflected in the table divided by the closing price of the Company’s Common Stock on the grant date. These restricted shares were fully vested as of the Effective Time of the Merger. (2)Cash fees and retainers are paid in quarterly installments. The following table sets forth the compensation of the Company’s directors for services rendered during 2025:

  62. DIRECTOR COMPENSATION

    | NAME | FEES EARNED OR PAID IN CASH | | STOCK AWARDS - GRANT DATE FAIR VALUE(2) | | TOTAL | | | Abney S. Boxley, III | | $161,500 | | $80,000 | | $241,500 | | Charles E. Brock | | $97,500 | | $80,000 | | $177,500 | | Renda J. Burkhart | | $116,500 | | $80,000 | | $196,500 | | Gregory L. Burns | | $124,000 | | $80,000 | | $204,000 | | Richard D. Callicutt II(1) | | $ — | | $ — | | $ — | | Thomas C. Farnsworth, III | | $119,000 | | $80,000 | | $199,000 | | Glenda Baskin Glover | | $108,250 | | $80,000 | | $188,250 | | David B. Ingram | | $95,000 | | $80,000 | | $175,000 | | Decosta E. Jenkins | | $132,000 | | $80,000 | | $212,000 | | Robert A. McCabe, Jr.(1) | | $ — | | $ — | | $ — | | G. Kennedy Thompson | | $118,250 | | $80,000 | | $198,250 | | M. Terry Turner(1) | | $ — | | $ — | | $ — |

  63. DIRECTOR COMPENSATION

    (1)Messrs. Callicutt, McCabe, and Turner were employees of the Company and, thus did not receive any compensation for serving as a director in 2025. (2)All non-employee directors were awarded 701 restricted share awards effective March 1, 2025. The amounts in the column captioned “Stock Awards” reflects the grant date fair value of these restricted shares. For a description of the assumptions used by the Company in valuing these awards please see “Note 14. Equity Compensation” of the notes to the Company’s consolidated financial statements included herein. The restrictions on these shares lapsed at the Effective Time of the Merger.

  64. Director Compensation Program

    Director Compensation Program The CHCC is responsible for the oversight and administration of the Synovus director compensation program. The CHCC reviews the director compensation program annually with the assistance of its independent compensation consultant, who provides a report evaluating the program relative to peer and broader market practices. The following is a description of the director compensation program for 2025.

  65. Cash Compensation of Directors

    Cash Compensation of Directors As reflected in the “Fees Earned or Paid in Cash” column of the Director Compensation Table, during 2025, non-management directors of Synovus received an annual cash retainer of $75,000, with: •Audit Committee and Risk Committee members receiving an additional cash retainer of $15,000 (with the Chairs of these committees also receiving an additional cash retainer of $20,000); •CHCC members receiving an additional cash retainer of $12,500 (with the Chair of this committee also receiving an additional cash retainer of $17,500); •Corporate Governance and Nominating Committee members receiving an additional cash retainer of $10,000 (with the Chair of this committee also receiving an additional cash retainer of $15,000); and •the Lead Director receiving an additional cash retainer of $40,000. Members of the Executive Committee did not receive any additional compensation for their service on that committee. In addition, directors who are employees of Synovus do not receive any additional compensation for their service on the Board. By paying directors an annual retainer, Synovus compensates each director for his or her role and judgment as an advisor to Synovus, rather than for his or her attendance or effort at individual meetings. In so doing, directors with added responsibility are recognized with higher cash compensation. For example, members of the Audit Committee and Risk Committee receive a higher cash retainer based upon the enhanced duties, time commitment, and responsibilities of service on those committees. The Board believes that this additional cash compensation is appropriate. In addition, directors may from time to time receive compensation for serving on advisory committees of the Synovus Board. The members of the Board are compensated each April for their service on the Board from the date of the annual meeting to the following year’s annual meeting. As such, the Board was compensated in 2025 for the full year of service beginning on the April 24, 2025 shareholders meeting date. Directors may elect to defer all or a portion of their cash compensation under the Synovus Directors’ Deferred Compensation Plan. The Directors’ Deferred Compensation Plan does not provide directors with an “above market” rate of return. Instead, the deferred amounts mirror the return of one or more investment funds selected by the director. In so doing, the plan is designed to allow directors to defer the income taxation of a portion of their compensation and to receive an investment return on those deferred amounts. All deferred fees are payable only in cash. Ms. Apter, Dr. Pastides, Mr. Storey, and Ms. Villoch elected to defer all or a portion of his or her 2025 cash compensation under this plan.

  66. Equity Compensation of Directors

    Equity Compensation of Directors During 2025, non-management directors also received awards of restricted stock units under the Synovus 2021 Omnibus Plan. Effective on April 23, 2025, the Board approved grants of 2,540 restricted stock units ($110,000 grant date fair market value) to each of the non-management members of the Board elected on April 24, 2025 to serve as directors for a term ending on the 2026 annual meeting date. The director restricted stock units become fully vested and transferable upon the earlier to occur of the completion of three years of service following the grant date and the date the holder reaches mandatory retirement, as set forth in the Corporate Governance Guidelines. These restricted stock unit awards are designed to create equity ownership and to focus directors on the long-term performance of Synovus. All outstanding restricted stock unit awards held by directors who did not continue on the Newco board vested at the Effective Time. Directors may elect to defer all of their equity compensation under the Synovus Directors’ Deferred Compensation Plan. All deferred equity awards are payable in the form of shares of Synovus stock. Ms. Apter, Dr. Pastides, Mr. Storey, and Ms. Villoch elected to defer his or her 2025 equity compensation under the plan. Synovus’ Director Stock Purchase Plan is a non-qualified, contributory stock purchase plan pursuant to which qualifying Synovus directors may purchase, with the assistance of contributions from Synovus, presently issued and outstanding shares of Synovus stock. Under the terms of the Director Stock Purchase Plan, qualifying directors may elect to contribute up to $5,000 per calendar quarter to make purchases of Synovus stock, and Synovus contributes an additional amount (equal to 15% of the directors’ cash contributions in 2024). Participants in the Director Stock Purchase Plan are fully vested in all shares of Synovus stock purchased for their benefit under the Plan and may request that the shares purchased under the Plan be released to them at any time. Synovus’ contributions under this Plan are included in the “All Other Compensation” column of the Director Compensation Table below. Synovus’ contributions under the Director Stock Purchase Plan provide directors the opportunity to buy and maintain an equity interest in Synovus and to share in the capital appreciation of Synovus.

  67. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation paid by Synovus to non-management directors for the year ended December 31, 2025.

  68. Director Compensation Table

    | Name** | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Stacy Apter | $100,000 | $110,000 | $3,000(3) | $213,000 | | Tim E. Bentsen | 160,000 | 110,000 | 3,000(3) | 273,000 | | Pedro Cherry | 125,000 | 110,000 | 9,000(3)(4) | 244,000 | | John H. Irby | 102,500 | 110,000 | 3,000(3) | 215,500 | | Gregory Montana | 105,000 | 110,000 | 2,250(3) | 217,250 | | Diana M. Murphy | 127,500 | 110,000 | 3,000(3) | 240,500 | | Harris Pastides | 120,000 | 110,000 | 3,000(3) | 233,000 | | Barry L. Storey | 97,500 | 110,000 | 7,950(3)(4) | 215,450 | | Alexandra Villoch | 102,500 | 110,000 | — | 212,500 | | Teresa White | 102,500 | 110,000 | — | 212,500 |

  69. Director Compensation Table

    **Mr. Blair did not receive additional compensation for serving as a director. His 2025 compensation is described under the Summary Compensation Table of this Report. (1)For each director reflects fees paid in 2025 for service on the Board from April 24, 2025 to the 2026 annual shareholders meeting date. (2)The grant date fair value of the shares of restricted stock units awarded to each director in 2025 was $110,000 as determined in accordance with FASB ASC Topic 718. For a discussion of the restricted stock units reported in this column, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 15 - Share-based Compensation and Other Employment Benefit Plans" of this Report. As of December 31, 2025, each of the directors, other than Mr. Montana, held 9,683 restricted stock units. Mr. Montana held 3,291 restricted stock units. (3)Includes contributions made by Synovus under Synovus’ Director Stock Purchase Plan of the following amounts for the following directors: $2,250 for Mr. Montana and $3,000 for Ms. Apter and Ms. Murphy and each of Messrs. Bentsen, Cherry, Irby, Pastides, and Storey. As described more fully above, in 2025 qualifying directors could elect to contribute up to $5,000 per calendar quarter to make purchases of Synovus stock, and in 2025, Synovus contributed an additional amount equal to 15% of the directors’ cash contributions under the plan. (4)Includes compensation of $6,000 for Mr. Cherry and $4,950 for Mr. Storey for service as an advisory director of certain of Synovus’ market advisory boards.

  70. CD&A Overview

    | Compensation Philosophy and Key Considerations | How Our Program Aligns with Our Philosophy | | Competitive Program: | | | •Compensation plans are designed to allow us to compete in the markets in which we seek executive talent. •Competitive pay opportunities facilitate recruitment, retention, and motivation of top-level executive talent. | •Target pay opportunities are assessed relative to the median of market pay practices. | | Emphasis on Performance: | | | •A significant portion of total compensation should be at risk based on short and long-term performance. •Pay outcomes vary based on performance: average pay for average performance, above average pay for above average performance, and below average pay for lower performance. •Compensation generally should be earned by an executive while actively employed. | •A majority of compensation is at risk based on performance. •Payouts from the annual incentive plan vary based on results versus our annual financial goals and strategic and individual objectives. •Long-term incentives are provided entirely through equity awards, with 60% granted as PSUs, and the ultimate value delivered will vary based on financial results and shareholder return. | | Support Strategic Goals: Compensation plans are designed to support corporate strategic goals and drive the creation of shareholder value. | •Annual incentive plan aligns with strategic goals of earnings performance and increasing our return on assets, while PSUs are based on increasing ROATCE performance and relative TSR. •The qualitative component of the annual incentive plan includes an assessment of progress on key strategic and individual objectives outlined at the beginning of the year. •Long-term incentives also reward shareholder value creation by providing all awards in equity-based vehicles and varying payouts of PSUs based on performance. | | Alignment with Long-Term Shareholders: Executives should have meaningful equity stakes that focus them on creating long-term shareholder value. | •Over half of incentives are awarded through equity awards vesting over multiple years. •Stock ownership guidelines as well as CEO requirement to retain 50% of net shares until retirement ensure strong and increasing alignment with shareholders. •Our Corporate Governance Guidelines prohibit hedges and pledges of our stock by directors and executive officers. | | Discourage Excessive Risk-Taking: Plans should ensure executives are not incentivized to take unnecessary or excessive risks that threaten the value of Synovus. | •The CHCC meets annually with the Chief Risk Officer to discuss a risk assessment of our plans. •Both the annual and long-term incentive plans have specific methods for evaluating risk performance and adjusting payouts if necessary. |

  71. CD&A Overview

    | Compensation Element | Objective | Key Features | | Base Pay | Compensate an executive for performing his or her job on a daily basis. | Fixed cash salary generally targeted within a range of the median (50th percentile) of market data (based on companies with similar size and scope of banking operations) for similar positions. In establishing salaries, the CHCC also considers each executive’s performance, experience, and responsibilities as well as internal equity considerations. | | Short-Term Incentives | •Provide an incentive for executives to meet critical annual goals that support our long-term strategy. •Promote pay for performance. •Ensure a competitive program given the marketplace prevalence of short-term incentive compensation. | The formulaic performance goals under our cash-based annual incentive plan for 2025 were based 50% on adjusted EPS, 25% on adjusted ROAA, and 25% on strategic and individual objectives. The award payout may range from 0% to 175% of the target for each executive based upon performance. For 2025, executives had target annual incentive opportunities ranging from 75% to 135% of base salary. | | Long-Term Incentives | •Provide an incentive for our executives to provide exceptional shareholder return to Synovus’ shareholders by tying a significant portion of their compensation opportunity to growth in shareholder value. •Align the interests of executives with shareholders by awarding executives equity in Synovus. •Ensure a competitive compensation program given the market prevalence of long-term incentive compensation. •Include a vesting schedule designed to retain our executives. | We granted PSUs and RSUs in 2025 so that all of our long-term incentive awards are linked to stock price performance. The “mix” of long-term incentive awards is 60% PSUs and 40% RSUs. The PSUs have a three-year performance period and also require three years of service, with payouts that may range from 0% to 150% of the target award based on Synovus’ average ROATCE (as adjusted) and relative TSR during the performance period. The RSUs have a three-year service requirement (one-third vest each year) based on continued employment with Synovus. | | Perquisites | •Small component of pay intended to provide an economic benefit to executives to promote their recruitment and retention. •Align our compensation plan with competitive practices. | Perquisites in 2025 were limited to financial planning, executive physicals, housing allowances, limited spousal air travel, the actuarial value of salary continuation life insurance coverage, and security alarm and cybersecurity monitoring. | | Retirement Plans | Defined contribution plans designed to provide income following an executive’s retirement, combined with a deferred compensation plan to replace benefits lost under Synovus’ qualified plans. | Plans offered include a 401(k) savings plan and a deferred compensation plan. | | Change of Control Agreements | Provide orderly transition and continuity of management following a change of control of Synovus. | Upon “double trigger” (change of control followed by qualifying termination within two years), agreements provide for two to three times the executive’s base salary and bonus. Since June 2012, the CHCC has prohibited any new change of control agreements from including excise tax gross-ups. |

  72. Base Pay Decisions in 2025

    Base Pay Decisions in 2025 Mr. Blair received a 7% increase in his base salary to $1,150,000, effective March 2, 2025, based upon the CHCC’s review of Mr. Blair’s performance and review of market comparisons of compensation levels among CEOs at peer companies. The CHCC also reviewed market comparisons for other executives and recognized that some base salaries for other named executive officers should be better aligned with similar positions at peer companies. As a result, Ms. Goodwine, Mr. Gregory, Mr. Howard, and Ms. Weislogel received base salary increases of 3%, 5.6%, 3%, and 5.9% respectively, effective March 2, 2025.

  73. Short-Term Incentive Decisions in 2025

    Short-Term Incentive Decisions in 2025 We target our short-term incentive plan opportunities to approximate the median of peer practices. Each year, the CHCC determines the appropriate performance measures that best support our business strategy and establishes target goals based upon management’s confidential business plan and corresponding annual budget for that year. Actual payouts under the plan may vary from 0% to 175% of the target based upon Synovus and each executive’s performance compared to the performance goals. Target awards for 2025, expressed as a percentage of base salary, were 135% for Mr. Blair, 90% for Mr. Gregory, 75% for each of Mr. Howard and Ms. Weislogel, and 70% for Ms. Goodwine. For 2025, the CHCC established that short-term incentives would be based on adjusted EPS, adjusted ROAA, and performance on strategic and individual objectives. The CHCC selected adjusted EPS and adjusted ROAA to align with our focus on earnings growth and profitability, incorporating revenue growth, expense management, and generating sufficient returns on our balance sheet. For the strategic and individual objectives component, the CHCC determined the primary focus areas would be our key strategic priorities (relationship deepening, growing the bank, and enhancing talent and culture), as well as quality of earnings, risk management, and total shareholder return with consideration of external factors. The CHCC established the financial goals for the 2025 short-term incentive plan based on the 2025 budget, which reflected expectations as we entered the year. Key drivers of these expectations included the forecasted interest rate environment, credit expectations, and variables such as the equity markets and economic activity which impact fee income. The following chart summarizes the threshold, target, and maximum goals established for the financial performance metrics, as well as the actual performance results and resulting payout as a percentage of target determined by the CHCC.

  74. Short-Term Incentive Decisions in 2025

    | | Weight | Threshold | Target | Maximum | Actual(1) | Percent of Target | | Adjusted EPS(2) | 50% | $3.66 | $4.57 | $5.40 | $5.69 | 175% | | Adjusted ROAA(2) | 25% | 0.97% | 1.14% | 1.30% | 1.40% | 175% | | Strategic and Individual Objectives | 25% | See discussion below | | | | 125% | | Total Payout | | | | | | 162.5% |

  75. Short-Term Incentive Decisions in 2025

    (1)Due to timing of the Merger and the Effective Time, the CHCC approved short-term incentive payouts using adjusted EPS and adjusted ROAA, in each case estimated as of December 11, 2025, which were $5.74 and 1.41%, respectively. The CHCC subsequently reviewed the estimated numbers as compared to actual numbers as of December 31, 2025 and determined that its use of estimated numbers resulted in the same payouts as a percentage of target as if the actual results provided above had been used. (2)For a reconciliation of adjusted EPS and adjusted ROAA to GAAP measures, see "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" of this Report.

  76. Payout Determination

    Payout Determination In determining 2025 annual incentive payouts, the CHCC considered the results of the formulaic payout goals as well as our corporate strategic objectives as described above. With respect to strategic objectives, the CHCC reviewed the substantial progress made during the year in executing the Company’s strategy and business plans, while also effectively preparing for Merger close and integration. After careful deliberation, including consideration of individual performance, the CHCC approved an annual incentive award payout of 162.5% of target for Mr. Blair and annual incentive award payouts ranging from 156.25% to 163.75% for the other named executive officers. The CHCC considered the recommendation of the CEO when determining payouts for named executive officers other than the CEO. The annual short-term incentive award payout amount for each named executive officer is set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table set forth in this Report.

  77. Long-Term Incentive Decisions in 2025

    Long-Term Incentive Decisions in 2025 The Company granted all long-term incentive awards in equity to link the value of the awards to Company performance. In 2025, our annual long-term incentive awards were made 60% in PSUs to support the performance-based nature of our program. The remaining annual awards were granted as RSUs. As described below, PSUs are subject to downward discretionary adjustment if the CHCC determines risks were not properly considered in achieving the performance results. In addition, the PSUs and RSUs are subject to the Company’s mandatory and discretionary clawback policies. Individual annual long-term incentive award amounts were determined after the CHCC reviewed market comparisons for similarly-situated positions. The awards granted in 2025 to the Company’s named executive officers are set forth in the Grants of Plan-Based Awards Table in this Report.

  78. Performance Stock Units (PSUs)

    Performance Stock Units (PSUs) The PSUs granted in 2025 have both a performance vesting component and a service vesting component. Under the performance vesting component for 2025, Synovus’ average ROATCE (as adjusted) and relative TSR is measured over a three-year performance period (2025-2027). The CHCC uses ROATCE as a performance measure given its focus in our communications with shareholders and due to its incorporation of both earnings and capital management. ROATCE is calculated based on our adjusted earnings divided by our average tangible shareholder’s equity less preferred stock, goodwill, and other intangibles. The CHCC uses relative TSR as a performance measure because it is a direct measure of the Company’s return to shareholders relative to the Company’s competitors. The comparator TSR is based on TSR of the banks in the KBW Nasdaq Regional Banking Index at the beginning and end of the applicable performance period. The actual payout of the PSUs may range from 0% to 150% of the target amount based upon Synovus’ adjusted and relative TSR during the performance period compared to the performance formula approved by the CHCC. The service vesting component specifies that shares earned based on performance results will vest after three years of service. The ROATCE performance targets set by the CHCC are based upon assumptions that are contained in our confidential business plan for the three-year performance period. Because these performance targets are based on our non-public business plan, the Company does not publicly disclose the actual performance targets until the completion of the performance period. The portion of PSUs based on our relative TSR pay 50% of target for performance at the 25th percentile, 100% of target for performance at the 50th percentile, and 150% of target for performance at the 75th percentile. See "Merger-Related Compensation Actions" below for a discussion of the treatment of the PSUs granted in 2025, 2024, and 2023 (for the 2025-2027, 2024-2026 and 2023-2025 performance periods, respectively) in connection with the Merger.

  79. Restricted Stock Units (RSUs)

    Restricted Stock Units (RSUs) The RSUs have a service-based vesting schedule, with the RSUs vesting one-third each year over a three-year period subject to each executive’s continued employment with Synovus. The RSUs are granted as stock-settled RSUs for executives who had not yet achieved their required ownership under our stock ownership guidelines, and as cash-settled RSUs for executives who had stock holdings in excess of their ownership guidelines at the time of grant. For 2025, the RSUs granted to Messrs. Blair, Gregory, and Howard will be settled in cash. See "Merger-Related Compensation Actions" below for a discussion of the treatment of outstanding RSUs in connection with the Merger.

  80. Potential Reductions to Equity Awards Due to Risk Concerns

    Potential Reductions to Equity Awards Due to Risk Concerns The PSUs, as well as the RSUs beginning with the 2025 grant, are subject to downward adjustment if future results suggest risk was not properly considered in achieving the results on which the number of units awarded were based. The CHCC will consider if reductions are warranted if any of the following occur during the vesting period: (1) Synovus or a line of business experiences a material loss, (2) Synovus or an individual executive fails to comply with risk policies or properly address risk concerns, or (3) regulatory capital falls below regulatory capital requirements. The CHCC did not exercise downward discretion with respect to the PSUs that vested during 2025. The PSUs and RSUs are also subject to the Company’s mandatory and discretionary clawback policies, which provide for both potential forfeitures of unvested awards and recoupments of vested awards.

  81. Retirement and Deferred Compensation Plans

    Prior to entering into the Merger Agreement, Synovus did not generally enter into employment agreements with its executives, except in unusual circumstances such as acquisitions and for succession and transition planning. For 2025, none of the named executive officers had employment agreements, other than those described below under "Merger- Related Compensation Actions." Synovus uses change of control arrangements with its executives to ensure: (1) the retention of executives and an orderly transition during a change of control, (2) that executives would be financially protected in the event of a change of control so they continue to act in the best interests of Synovus while continuing to manage Synovus during a change of control, and (3) a competitive compensation package because such arrangements are common in the market and it was determined that such agreements were important in recruiting executive talent. The change of control agreements in place for the named executive officers provide for a lump sum payment equal to two to three years of base salary and the affected executive’s average bonus for the past three years, as well as two to three years of health and welfare benefits. These payments and benefits are paid only in the event of a “double trigger,” requiring a change of control followed by termination of an executive’s employment by Synovus for any reason other than “cause,” death or disability, or by the executive for “good reason,” within two years of the change of control. For more information, see “Potential Payouts upon Termination or Change of Control” of this Report. In June 2012, the CHCC adopted a policy prohibiting tax gross-ups from any new change of control agreements.

  82. Retirement and Deferred Compensation Plans

    | Competitive Market Data |

  83. Retirement and Deferred Compensation Plans

    The CHCC historically has evaluated comparative data relating to total direct compensation (salary, short-term incentive opportunities, and long-term incentive opportunities) to assess the executive compensation practices of competitor companies. The CHCC continued this practice in 2025, with the assistance of Meridian. Findings from this comparative evaluation were used to assist the CHCC in establishing the compensation opportunities for executives in 2025. For 2025, the CHCC used a peer group of 16 banks as part of its evaluation. When originally approved by the CHCC, the peer group included eight banks with higher assets and eight banks with lower assets than Synovus and none of the peer banks had more than three times Synovus’ assets. As part of its evaluation of market practices, the CHCC reviewed the most recent proxy data available for the banks listed below, as well as data appropriate to our industry and company size from external market surveys. When reviewing this data to establish target pay levels, the CHCC focused on total direct compensation opportunities, not necessarily the amount of compensation actually paid, which varies depending upon each companies’ performance results.

  84. Hold Until Retirement Provision

    Hold Until Retirement Provision Synovus also adopted a “hold until retirement” policy that applies to all unexercised stock options and unvested restricted stock and restricted stock units awarded to our Chief Executive Officer. Under this policy, after the Chief Executive Officer has attained the stock ownership guidelines described above, he is also required to retain ownership of 50% of all common stock acquired through Synovus’ equity compensation plans (after taxes and transaction costs and excluding awards settled in cash) until his retirement or other termination of employment. The “hold until retirement” requirement further aligns the interests of our Chief Executive Officer with shareholders.

  85. Timing of Equity Awards

    Timing of Equity Awards The Company’s longstanding practice has been to grant equity awards on a predetermined schedule. At the first quarterly meeting of any new fiscal year, the CHCC reviews and approves the value and amount of the equity compensation to be awarded to executive officers in accordance with the annual performance and compensation review process. The grant of approved equity awards then occurs that same day based on the closing price of Synovus’ common stock on the NYSE. The first quarterly meeting of the CHCC typically occurs after the Company’s release of the financial results for the prior fiscal year through filing of a Current Report on Form 8-K and accompanying earnings release and earnings call but before the filing of the Company’s Annual Report on Form 10-K for that fiscal year. The CHCC does not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and Synovus does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Instead, the timing of grants is in accordance with the yearly compensation cycle, with awards grants at the start of the new fiscal year to incentive the executives to deliver on the Company’s strategic objectives for the new fiscal year. If the CHCC is taking action to approve equity awards on or near the date that Synovus’ annual earnings are released, for example, the CHCC has established the grant date for equity awards to executives as: (a) the last business day of the month in which earnings are released or, if later, (b) one complete business day following the date of the earnings release. This policy ensures that the annual earnings release has time to be absorbed by the market before equity awards are granted. The timing of equity awards in 2025 was not impacted by this policy as equity awards were not granted to executives at or near the date that earnings were released.

  86. Role of Compensation and Human Capital Committee and Compensation Consultant in Compensation Process

    Role of Compensation and Human Capital Committee and Compensation Consultant in Compensation Process The roles of the CHCC and its compensation consultant in the compensation process are described in detail in this Report under “Corporate Governance and Board Matters—Committees of the Board—Compensation and Human Capital Committee.”

  87. Tally Sheets

    Tally Sheets The CHCC historically has used annual tally sheets to add up all components of compensation for the Chief Executive Officer and the other named executive officers, including base salary, short-term incentives, long-term incentives, accumulative realized and unrealized stock options and restricted stock gains, the dollar value of perquisites, and the total cost to the Company, and earnings and accumulated payment obligations under Synovus’ nonqualified deferred compensation program. Tally sheets also provide estimates of the amounts payable to each executive upon the occurrence of potential future events, such as a change of control, retirement, voluntary or involuntary termination, death, and disability. Tally sheets are used to provide the CHCC with total compensation amounts for each executive so that the CHCC can determine whether the amounts are in line with our compensation strategy. The CHCC reviewed tally sheets for the Chief Executive Officer and for Synovus’ other named executive officers in October 2025 and concluded that their total compensation is fair and reasonable.

  88. 280G Mitigation Actions with Respect to Certain Named Executive Officers

    280G Mitigation Actions with Respect to Certain Named Executive Officers The Merger is treated as a change in control of the Company for purposes of the golden parachute rules under Section 280G and 4999 of the Code. These rules impose an excise tax on "excess parachute payments" and deny the employer's compensation deduction for such amounts. On December 11, 2025, the CHCC evaluated these potential adverse tax impacts on the Company and each of Mr. Howard, Ms. Goodwine, and Ms. Weislogel and, to mitigate these potential adverse tax impacts, approved certain reasonable actions to pay amounts in 2025 that would have otherwise been paid in 2026. The CHCC determined that it was in the best interests of Synovus and its employees to approve the following (collectively, the "Accelerated Amounts"): •Accelerate the vesting and settlement of PSUs granted in 2023 and 2024 that were scheduled to vest and settle at Closing pursuant to the terms of the Merger Agreement; •Accelerate the vesting and settlement of certain RSUs granted in 2023 that were scheduled to vest and settle in February 2026; and •Accelerate the payment of the 2025 short term incentive award that would otherwise have been paid in 2026. The CHCC based its approval of the Accelerated Amounts based on estimated results. However, in each instance, the amounts accelerated or paid early ultimately did not exceed the amounts to which the applicable named executive officers were entitled based on actual results as of December 31, 2025. The cash and equity portions of the Accelerated Amounts are included in the Summary Compensation Table and the Option Exercises and Stock Vested Table for Fiscal Year 2025.

  89. Employment Agreements

    Employment Agreements In connection with the Merger, on July 24, 2025, Synovus and Synovus Bank entered into employment agreements with each of Mr. Blair and Mr. Gregory, with each such employment agreement to become effective as of, and contingent upon the occurrence of, the closing of the Merger. Each of these employment agreements has a term ending on the day after the second anniversary of the Effective Time. The employment agreement by and among Synovus, Synovus Bank, and Mr. Blair provides that Mr. Blair will be employed as President and Chief Executive Officer of Newco and Pinnacle Bank and will serve as a member of the Newco board of directors and Pinnacle Bank board of directors during the employment period. Beginning on the second anniversary of the Effective Time (or at such earlier time when M. Terry Turner ceases to serve as Chairman of the Pinnacle Board of Directors for any reason), Mr. Blair will serve as Chairman of the Board and Bank Board in addition to President and Chief Executive Officer. Upon the expiration of the Employment Period, Mr. Blair’s employment as President, Chief Executive Officer, and Chairman will continue on an “at-will” basis. Pursuant to Mr. Blair's employment agreement, Mr. Blair will receive an annual base salary of $1,150,000, will be eligible for an annual cash incentive award with a target opportunity of 170% of his base salary, will be granted annual long-term incentive awards with a target grant date fair value of $5,800,000, and will be provided employee benefits and perquisites no less favorable than those provided to other Newco executive officers and those provided to Mr. Blair prior to the Effective Time. Mr. Blair’s employment may not be terminated and he may not be removed from the positions of President, Chief Executive Officer and, as applicable, Chairman during the employment period without an affirmative vote of 75% of the members of the Board. Upon Mr. Blair’s termination of employment by Newco without cause or by Mr. Blair for good reason (in each case, as defined in the employment agreement) during the Employment Period, Mr. Blair will be entitled to the severance benefits provided under his existing change of control agreement with the Company, which are incorporated into the employment agreement, as well as accelerated vesting of his outstanding equity awards, with performance-based vesting criteria deemed achieved based on the greater of target and actual performance. The employment agreement by and among Synovus, Synovus Bank, and Mr. Gregory provides that Mr. Gregory will be employed as Executive Vice President and Chief Financial Officer of Newco and Pinnacle Bank during the employment period. Upon the expiration of the Employment Period, Mr. Gregory’s employment as Executive Vice President and Chief Financial Officer will continue on an “at-will” basis. Pursuant to this employment agreement, Mr. Gregory will receive an annual base salary of $675,000, will be eligible for an annual cash incentive award with a target opportunity of 120% of his base salary, will be granted annual long-term incentive awards with a target grant date fair value of $1,825,000, and will be provided employee benefits and perquisites no less favorable than those provided to other Newco executive officers and those provided to Mr. Gregory prior to the Effective Time. Mr. Gregory’s employment may not be terminated and he may not be removed from the positions of Executive Vice President and Chief Financial Officer during the Employment Period without an affirmative vote of 75% of the members of the Board. Upon Mr. Gregory’s termination of employment by Newco without cause or by Mr. Gregory for good reason (in each case, as defined in the employment agreement) during the employment period, Mr. Gregory will be entitled to severance benefits provided under his existing change of control agreement with Synovus, which are incorporated into the employment agreement, as well as accelerated vesting of his outstanding equity awards, with performance-based vesting criteria deemed achieved based on the greater of target and actual performance. For additional information as to these employment agreements, please see the agreements attached as exhibits to this Report.

  90. Restricted Stock Units

    Restricted Stock Units Pursuant to the terms of the Merger Agreement, other than those outstanding RSUs included in the Accelerated Amounts described above, the parties agreed that at the Effective Time, each outstanding award of RSUs would be automatically assumed by Newco and converted into an award of restricted stock units relating to Newco Common Stock, with the number of shares of Newco Common Stock underlying each such award equal to the product of (x) the number of shares of Synovus common stock subject to such RSU immediately prior to the Effective Time and (y) 0.5237, rounded up to the nearest whole share and otherwise subject to the same terms and conditions as applied immediately prior to the Effective Time.

  91. Performance Shares

    Performance Shares Pursuant to the terms of the Merger Agreement, other than those outstanding PSUs included in the Accelerated Amounts described above, the parties to the Merger agreed that at the Effective Time, each outstanding award of PSUs would vest in full, with performance goals deemed achieved at the maximum level, and would convert into the right to receive, without interest and less applicable tax withholdings, a number of shares of Newco Common Stock equal to (x) the maximum number of shares of Synovus Common Stock subject to such award immediately prior to the Effective Time multiplied by (y) 0.5237, rounded up to the nearest whole share. As such, all PSUs outstanding as of January 1, 2026 paid out at the maximum level of 150% on January 1, 2026, regardless of actual performance. The Merger Agreement provision to pay out PSUs at max was established to enhance comparable treatment relative to Legacy Pinnacle awards and to recognize the strong performance on the outstanding awards, which were tracking at approximately 140% of target on average at the time of the Merger Agreement.

  92. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below summarizes the compensation for each of our named executive officers for each of the last three fiscal years.

  93. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Kevin S. Blair Chairman of the Board, Chief Executive Officer, and President | 2025 | $1,135,577 | — | $3,754,447 | — | $2,522,813 | — | $128,805(2)(3) | $7,541,642 | | | 2024 | 1,065,385 | — | 3,366,890 | — | 2,301,231 | — | 136,054 | 6,869,560 | | | 2023 | 1,015,385 | — | 3,121,483 | — | 1,128,346 | — | 45,749 | 5,310,963 | | Andrew Jamieson Gregory, Jr. Executive Vice President and Chief Financial Officer | 2025 | 653,269 | — | 1,065,459 | — | 972,675 | — | 39,882(2)(3) | 2,731,285 | | | 2024 | 625,000 | — | 969,267 | — | 970,313 | — | 45,702 | 2,610,282 | | | 2023 | 620,192 | — | 832,413 | — | 503,019 | — | 57,359 | 2,012,983 | | Kevin J. Howard Executive Vice President and Chief Wholesale Banking Officer | 2025 | 563,529 | — | 1,018,567 | — | 664,161 | — | 2,123,018(2)(3)(4) | 4,369,275 | | | 2024 | 550,000 | — | 688,701 | — | 618,750 | — | 42,797 | 1,900,248 | | | 2023 | 540,385 | — | 702,363 | — | 342,651 | — | 39,385 | 1,624,784 | | Sharon Goodwine Executive Vice President and Chief Human Resources Officer | 2025 | 450,500 | — | 725,652 | — | 495,469 | — | 1,495,024(2)(3)(4) | 3,166,645 | | Katherine M. Weislogel(5) Executive Vice President and Head of Treasury and Payment Solutions | 2025 | 445,192 | — | 747,435 | — | 527,344 | — | 1,413,104(2)(3)(4) | 3,133,075 |

  94. SUMMARY COMPENSATION TABLE

    (1)Amounts reflect the grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the PSU and RSU awards are set forth in "Part II - Item 8. Financial Statements and Supplementary Data - Note 15 - Share-based Compensation and Other Employment Benefit Plans" of this Report. If the highest level of performance were assumed in the valuation of PSU awards granted in 2025, the grant date fair market value of such PSU awards would have been $3,411,664 for Mr. Blair, $968,161 for Mr. Gregory, $622,449 for Mr. Howard, $438,039 for Ms. Goodwine, and $461,061 for Ms. Weislogel. If the highest level of performance were assumed in the valuation of the PSU awards granted in 2024, the grant date fair market value of such PSU awards would have been $3,070,319 for Mr. Blair, $883,878 for Mr. Gregory, and $628,048 for Mr. Howard. If the highest level of performance were assumed in the valuation of the PSU awards granted in 2023, the grant date fair market value of such PSU awards would have been $2,882,187 for Mr. Blair, $768,602 for Mr. Gregory, and $648,510 for Mr. Howard. Amounts for Mr. Howard, Ms. Goodwine, and Ms. Weislogel also include the incremental fair value of the RSUs and PSUs resulting from the modifications thereto to accelerate the vesting and settlement of such awards, as detailed above under "280G Mitigation Actions." Such amounts are included in the Grants of Plan-Based Awards Table below as well. (2)Amount includes executive physicals of $3,500 and $2,400 for Ms. Goodwine and Ms. Weislogel, respectively; housing allowance of $44,879 for Mr. Blair; spousal air travel of $4,942 and $731 for Messrs. Blair and Gregory, respectively; and the actuarial value of salary continuation life insurance coverage of $1,639 for Mr. Howard. The named executive officers, other than Mr. Howard, also received certain cyber related monitoring services for which there is no incremental cost to the Company, and Messrs. Blair and Gregory received security alarm monitoring for which there is no incremental cost to the Company. (3)Amount includes Company contributions by Synovus to nonqualified deferred compensation plans of $78,984, $39,151, $27,383, and $18,430 for each of Messrs. Blair, Gregory, and Howard and Ms. Goodwine, respectively. (4) Amount includes the intrinsic value of the acceleration of PSUs and RSUs as detailed above under "280G Mitigation Actions" as follows: Mr. Howard, $2,093,996; Ms. Goodwine, $1,473,094; and Ms. Weislogel, $1,410,704. (5) Ms. Weislogel separated from the Company effective February 2, 2026.

  95. Grants of Plan-Based Awards for Fiscal Year 2025

    Grants of Plan-Based Awards for Fiscal Year 2025 The table below sets forth the short-term and long-term incentive compensation (granted in the form of cash-based awards, PSUs, and RSUs) awarded to the named executive officers for 2025. All grants were made under the 2021 Omnibus Plan. There were no stock options granted to the named executive officers for 2025.

  96. Grants of Plan-Based Awards for Fiscal Year 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) ($) | | Name | Grant Date | Action Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Kevin S. Blair | 2-13-25 (Cash Incentive) | 2-13-25 | $776,250 | $1,552,500 | $2,716,875 | — | — | — | — | — | | | 2-13-25 (PSUs) | 2-13-25 | — | — | — | 20,379 | 40,758 | 61,137 | — | $2,274,443 | | | 2-13-25 (RSUs) | 2-13-25 | — | — | — | — | — | — | 27,171(4) | 1,480,004 | | Andrew Jamieson Gregory, Jr. | 2-13-25 (Cash Incentive) | 2-13-25 | 297,000 | 594,000 | 1,039,500 | — | — | — | — | — | | | 2-13-25 (PSUs) | 2-13-25 | — | — | — | 5,783 | 11,566 | 17,349 | — | 645,441 | | | 2-13-25 (RSUs) | 2-13-25 | — | — | — | — | — | — | 7,711(4) | 420,018 | | Kevin J. Howard | 2-13-25 (Cash Incentive) | 2-13-25 | 212,532 | 425,063 | 743,860 | — | — | — | — | — | | | 12-11-25 (Modification of RSUs and PSUs) | | | | | | | | (5) | 333,593 | | | 2-13-25 (PSUs) | 2-13-25 | — | — | — | 3,718 | 7,436 | 11,154 | — | 414,966 | | | 2-13-25 (RSUs) | 2-13-25 | — | — | — | — | — | — | 4,957(4) | 270,008 | | Sharon Goodwine | 2-13-25 (Cash Incentive) | 2-13-25 | 158,550 | 317,100 | 554,925 | — | — | — | — | — | | | 12-11-25 (Modification of RSUs and PSUs) | | | | | | | | (5) | 243,580 | | | 2-13-25 (PSUs) | 2-13-25 | — | — | — | 2,617 | 5,234 | 7,851 | — | 292,026 | | | 2-13-25 (RSUs) | 2-13-25 | — | — | — | — | — | — | 3,489(4) | 190,046 | | Katherine M. Weislogel | 2-13-25 (Cash Incentive) | 2-13-25 | 168,750 | 337,500 | 590,625 | — | — | — | — | — | | | 12-11-25 (Modification of RSUs and PSUs) | | | | | | | | (5) | 240,047 | | | 2-13-25 (PSUs) | 2-13-25 | — | — | — | 2,754 | 5,508 | 8,262 | — | 307,374 | | | 2-13-25 (RSUs) | 2-13-25 | — | — | — | — | — | — | 3,672(4) | 200,014 |

  97. Grants of Plan-Based Awards for Fiscal Year 2025

    (1)Reflects threshold, target, and maximum payout opportunities under the annual incentive plan as approved by the CHCC and based on 2025 performance. The actual amount of annual incentive earned by the named executive officer as approved by the CHCC is based upon actual earnings and is reported under the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For more information regarding the annual incentive plan, see the discussion under “Short-Term Incentives” in the “Executive Compensation—Compensation Discussion and Analysis” section of this Report. (2)Reflects threshold, target, and maximum number of shares that may be earned under awards of PSUs. The PSUs have a three-year service requirement (100% vest after three years of service) and a three-year performance period. Based upon Synovus’ adjusted ROATCE and relative TSR during the performance period, the actual payout of the performance stock units can range from 0% to 150% of the target amount. (3)Amounts reflect the grant date fair value of long-term incentive awards computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the long-term incentive awards are set forth in "Part II - Item 8. Financial Statements and Supplementary Data - Note 15 - Share-based Compensation and Other Employment Benefit Plans" of this Report. (4)The RSUs granted to Messrs. Blair, Gregory and Howard in 2025 will be settled in cash upon vesting; RSUs for other named executive officers will be settled in common stock. (5)Amounts reflect the incremental fair values of the RSUs and PSUs resulting from the modifications thereto to accelerate the vesting and settlement of such awards, as detailed above under "280G Mitigation Actions."

  98. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The table below identifies the option awards and stock awards held by the named executive officers and outstanding on December 31, 2025.

  99. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Kevin S. Blair | 2-13-25 | 28,025(3) | $1,402,651 | — | — | | | 2-13-25 | — | — | 42,037(4) | $2,103,952 | | | 2-15-24 | 25,611(3) | 1,281,831 | — | — | | | 2-15-24 | — | — | 57,616(4) | 2,883,681 | | | 2-16-23 | 10,375(3) | 519,269 | — | — | | | 2-16-23 | —(4) | — | 46,664 | 2,335,533 | | Andrew Jamieson Gregory, Jr. | 2-13-25 | 7,952(3) | 397,998 | — | — | | | 2-13-25 | — | — | 11,928(4) | 596,996 | | | 2-15-24 | 7,372(3) | 368,969 | — | — | | | 2-15-24 | — | — | 16,579(4) | 829,779 | | | 2-16-23 | 2,768(3) | 138,538 | — | — | | | 2-16-23 | —(4) | — | 12,439 | 622,572 | | Kevin J. Howard | 2-13-25 | 3,410(3) | 170,671 | — | — | | | 2-13-25 | — | — | 7,668(4) | 383,783 | | | 2-15-24 | 2,622(3) | 131,231 | — | — | | Sharon Goodwine | 2-13-25 | 2,399(3) | 120,070 | — | — | | | 2-13-25 | — | — | 5,395(4) | 270,020 | | | 2-15-24 | 1,847(3) | 92,442 | — | — | | Katherine M. Weislogel | 2-13-25 | 2,525(3) | 126,376 | — | — | | | 2-13-25 | — | — | 5,678(4) | 284,184 | | | 2-15-24 | 1,944(3) | 97,297 | — | — |

  100. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)Includes additional stock awards credited by reason of such awards earning dividend equivalents. RSUs and PSUs also vest in the event of death, disability, or retirement after age 65 with 10 or more years of service. (2)Market value is calculated based on the closing price of Synovus’ common stock on December 31, 2025 ($50.05) as reported on the NYSE. (3)RSUs have a three-year service requirement and vest 33.3% each year over three years. See "Merger-Related Actions" for a discussion of the treatment of the RSUs in connection with the Merger. (4)PSUs have a three-year service requirement (100% vest after three years of service) and a three-year performance period. Based upon Synovus’ adjusted ROATCE and relative TSR during the performance period, the payout of the PSUs may range from 0% to 150% of the target amount. In accordance with SEC rules, the number of unearned PSUs reflected in the table is based on an assumed achievement at the target performance level. See "Merger-Related Actions" for a discussion of the treatment of the PSUs in connection with the Merger.

  101. Option Exercises and Stock Vested for Fiscal Year 2025

    Option Exercises and Stock Vested for Fiscal Year 2025 The following table sets forth the number and corresponding value realized during 2025 with respect to PSUs and RSUs that vested for each named executive officer. No named executive officer exercised stock options during 2025.

  102. Option Exercises and Stock Vested for Fiscal Year 2025

    | | Option Awards | | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | | Kevin S. Blair | — | — | 77,996 | $4,284,510 | | | Andrew Jamieson Gregory, Jr. | — | — | 23,332 | 1,281,986 | | | Kevin J. Howard | — | — | 56,308 | 3,002,335 | . (2) | | Sharon Goodwine | — | — | 41,481 | 2,215,124 | . (2) | | Katherine M. Weislogel | — | — | 35,332 | 1,879,225 | . (2) |

  103. Option Exercises and Stock Vested for Fiscal Year 2025

    (1)Reflects the fair market value of the underlying shares as of the vesting date. (2)Includes the value of RSUs and PSUs accelerated in 2025, as detailed above under "280G Mitigation Actions."

  104. Nonqualified Deferred Compensation for Fiscal Year 2025

    Nonqualified Deferred Compensation for Fiscal Year 2025 The table below provides information relating to the activity in the deferred compensation plans for the named executive officers in 2025.

  105. Nonqualified Deferred Compensation for Fiscal Year 2025

    | Name | Executive Contributions in Last FY($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Kevin S. Blair | $161,086 | $78,984 | $66,106 | — | $531,398 | | Andrew Jamieson Gregory, Jr. | 97,415 | 39,151 | 84,149 | — | 863,742 | | Kevin J. Howard | 43,313 | 27,383 | 76,084 | — | 835,267 | | Sharon Goodwine | 218,185 | 18,430 | 107,224 | — | 866,296 | | Katherine M. Weislogel | — | — | — | — | — |

  106. Nonqualified Deferred Compensation for Fiscal Year 2025

    (1)The amounts included in this column are included in the Summary Compensation Table for 2025 as “Salary.” (2)The amounts included in this column are included in the Summary Compensation Table for 2025 as “All Other Compensation.” (3)Of the balances reported in this column, the amounts of $123,174, $183,689, and $65,632 with respect to Messrs. Blair, Gregory, and Howard, respectively, were reported in "All Other Compensation" of the Summary Compensation Table in previous years. Ms. Goodwine and Ms. Weislogel were not named executive officers in prior years. The Deferred Plan replaces benefits lost by executives under the qualified retirement plans due to IRS limits. Executives are also permitted to defer all or a portion of their base salary or short-term incentive award. Amounts deferred under the Deferred Plan are deposited into a rabbi trust, and executives are permitted to invest their accounts in mutual funds that are generally the same as the mutual funds available in the qualified 401(k) plan. Deferred Plan participants may elect to withdraw their accounts as of a specified date or upon their termination of employment. Distributions can be made in a single lump sum or in annual installments over a two to ten-year period, as elected by the executive. Each named executive officer is 100% vested and will therefore receive his account balance in Synovus’ nonqualified deferred compensation plan upon his termination of employment for any reason.

  107. Potential Payouts upon Termination or Change of Control

    Potential Payouts upon Termination or Change of Control Synovus has entered into change of control agreements with its named executive officers. Under these agreements, benefits are payable upon the occurrence of two events (also known as a “double trigger”). The first event is a change of control and the second event is the termination of an executive’s employment by Synovus for any reason other than “cause,” death, or disability, or by the executive for “good reason,” within two years following the date of the change of control. “Change of control” is defined, in general, as the acquisition of 20% of Synovus’ stock by any “person” as defined under the Securities Exchange Act of 1934, turnover of more than one-third of the Board of Directors of Synovus, or a merger of Synovus with another company if the former shareholders of Synovus own less than 60% of the surviving company. For purposes of these agreements, “good reason” means a material adverse reduction in an executive’s position, duties or responsibilities, relocation of the executive more than 35 miles from where the executive is employed, or a material reduction in the executive’s base salary, bonus, or other employee benefit plans. In the event payments are triggered under the agreements, each named executive will receive a specified multiple of his base salary in effect prior to the termination plus a percentage of his base salary equal to the average short-term incentive award percentage earned over the previous three calendar years prior to the termination, as well as a pro rata short-term incentive award calculated at target for the year of termination. The severance multiple is 2x for Ms. Goodwine and Weislogel and 3x for other named executive officers. These amounts are paid to the named executive in a single lump-sum cash payment. Each named executive will also receive health and welfare benefits for a number of years equal to the severance multiple. The award agreements governing the PSU and RSU equity awards include “double trigger” vesting provisions similar to those described above for the change of control agreements, and as such, on a qualifying termination during the two years following a change of control, outstanding PSU and RSU awards held by our named executive officers would vest. The following table quantifies the estimated amounts that would be payable under the change of control agreements and equity award agreements for each of our named executive officers other than Ms. Weislogel, assuming the triggering events occurred on December 31, 2025. In addition to the amounts set forth in the table below, executives would also receive a distribution of their deferred compensation vested account balance shown above in the Nonqualified Deferred Compensation Table upon their separation of employment on December 31, 2025. Ms. Weislogel is not included in the table below due to her separation from the Company on February 2, 2026. A description of the payments and benefits that Ms. Weislogel received in connection with her separation is included below the table.

  108. Potential Payouts upon Termination or Change of Control

    | | Base Salary | Average 3-Yrs Short-Term Incentive Award | Pro-Rata Target Short-Term Incentive Award | Health and Welfare Benefits | Stock Award Vesting(1) | Excise Tax Gross-up(2) | Total | | Kevin S. Blair | $3,450,000 | $6,284,749 | $1,552,500 | $177,175 | $10,526,916 | N/A | $21,991,340 | | Andrew Jamieson Gregory, Jr. | 1,980,000 | 2,528,514 | 594,000 | 132,886 | 2,954,852 | N/A | 8,190,252 | | Kevin J. Howard | 1,700,250 | 1,661,124 | 425,063 | 253,889 | 685,685 | N/A | 4,726,011 | | Sharon Goodwine | 906,000 | 857,586 | 158,550 | 65,508 | 482,532 | N/A | 2,470,176 |

  109. Potential Payouts upon Termination or Change of Control

    (1)Estimated by multiplying number of stock awards that vest upon change of control by fair market value on December 31, 2025. Awards vest in full at target upon involuntary or constructive termination of employment within two years following a change of control. Stock awards also vest upon death, disability, or retirement after age 65 with 10 or more years of service. See "Merger-Related Compensation Actions" above for a discussion of the treatment of RSUs and PSUs in connection with the Merger. (2)The agreements for Messrs. Blair and Gregory and Ms. Goodwine do not contain gross-up provisions. Mr. Howard has a legacy change of control agreement that includes an excise tax gross-up. However, no gross-up payment is made if a change of control payment does not exceed IRS cap by 110%, which was the case for Mr. Howard. Executives who receive these benefits are subject to a confidentiality obligation with respect to non-public and confidential information about Synovus they possess. There are no provisions regarding a waiver of this confidentiality obligation. No perquisites or other personal benefits are payable under the change of control agreements. Severance Payments and Benefits for Ms. Weislogel. Upon her separation from the Company on February 2, 2026 and pursuant to the terms of her change in control agreement, the Company became obligated to pay Ms. Weislogel $2,088,443, less withholding for taxes and other similar items, which amount is payable in a single lump sum following the six month anniversary of the date of separation. The Company is also obligated to pay for certain health and welfare benefits under COBRA for 18 months following her date of separation. In addition, Ms. Weislogel had $425,720 in PSUs that vested as a result of the Merger, and at her separation date, she had $222,511 in RSUs vest, reflecting the fair market value on each of January 5, 2026 and February 4, 2026, respectively.

  110. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The CEO to median employee pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Given the different methodologies that various public companies use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a basis for comparison between companies. We identified the median employee from a list of all employees (full-time and part-time) employed as of December 31, 2025. We determined the median employee based on each employee’s annual earnings (consisting of salaries, bonuses, and commissions), annualizing earnings for employees who were not employed for a full year in 2025. After identifying the median employee, we added compensation under our Company sponsored broad-based employee benefit plans to the earnings of the median employee for 2025 and to the CEO’s total compensation as reflected in the Summary Compensation Table for 2025 (adding $35,131 to the CEO’s compensation amount). Based on the foregoing, the CEO’s 2025 annual total compensation was $7,576,774 and the median annual total compensation of all employees (except for the CEO) was $91,563 resulting in a CEO pay ratio of approximately 83 to 1.

  111. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  112. PAY VERSUS PERFORMANCE

    | | SCT Total Compensation for CEO(1) | | Compensation Actually Paid(2) to CEO | | Average SCT Total Compensation for Other NEOs(3) | Average Compensation Actually Paid to Other NEOs | Value of Initial Fixed $100 Investment Based on: | | Net Income (000s) | Adjusted Return on Average Tangible Common Equity(5) | | Year | Mr. Stelling | Mr. Blair | Mr. Stelling | Mr. Blair | | | Company TSR | “Peer Group”(4) TSR | | | | 2025 | | $7,541,642 | | $6,415,294 | $3,350,070 | $2,865,445 | $184.83 | $152.74 | $790,192 | 17.7% | | 2024 | | 6,869,560 | | 10,896,693 | 2,048,731 | 2,953,901 | 183.37 | 143.42 | 479,451 | 15.8 | | 2023 | | 5,310,963 | | 5,388,333 | 1,697,885 | 1,728,801 | 130.00 | 126.69 | 542,141 | 16.8 | | 2022 | | 5,168,041 | | 2,886,029 | 2,648,606 | 1,798,148 | 123.49 | 127.19 | 757,902 | 19.8 | | 2021 | 5,914,357 | 5,638,982 | 7,708,577 | 6,846,483 | 1,546,221 | 1,935,006 | 152.23 | 136.65 | 760,467 | 17.8 |

  113. PAY VERSUS PERFORMANCE

    (1) Mr. Stelling served as CEO through April 21, 2021 and Mr. Blair began serving as CEO on April 22, 2021. (2) Compensation Actually Paid calculations shown below. Compensation Actually Paid amounts exclude impact of retirement vesting provisions of equity awards. Year-end share amounts include dividend equivalents granted during the year.

  114. PAY VERSUS PERFORMANCE

    | | Kevin S. Blair | Average Other NEOs | | 2025 SCT Compensation | $7,541,642 | $3,350,070 | | Subtract: SCT Equity Amount | (3,754,447) | (889,278) | | Add: Fair value of equity granted as of 12/31/2025 | 3,506,603 | 587,524 | | Add: Dividends paid | — | — | | Add/Subtract change in unvested equity | (1,167,259) | (82,695) | | Add/Subtract change in vested equity during year | 288,755 | (100,176) | | Subtract: Forfeited equity | — | — | | 2025 Compensation Paid | $6,415,294 | $2,865,445 |

  115. PAY VERSUS PERFORMANCE

    (3) The other named executive officers are Messrs. Gregory, Holladay, and Derrick for 2021, and Messrs. Stelling, Gregory, and Bishop and Ms. Creson for 2022, and Messrs. Gregory, Howard, Bishop, and Akins for 2023 and 2024, and Messrs. Gregory and Howard and Ms. Goodwine and Ms. Weislogel for 2025. (4) Peer Group used for comparison is KBW Regional Bank Index. (5) Adjusted ROATCE excludes non-recurring items and certain other items that are not indicative of ongoing operations. For a reconciliation of adjusted ROATCE to the most comparable GAAP measure, please refer to the Form 10-K for the year ended December 31, 2025 for Synovus. The following table lists the most important financial performance measures used to link the compensation actually paid to our CEO and other named executive officers to Company performance:

  116. PAY VERSUS PERFORMANCE

    | Performance Measures | Applicable Plan | | Adjusted EPS(1) | Short-Term Incentive (50%) | | Adjusted ROAA(1) | Short-Term Incentive (25%) | | Adjusted ROATCE(1) | Long-Term Incentive (50%) | | Relative TSR | Long-Term Incentive (50%) |

  117. PAY VERSUS PERFORMANCE

    (1) For a reconciliation of the foregoing non-GAAP financial measures to the most comparable GAAP measures, please refer to the Form 10-K for the period ended December 31, 2025 for Synovus. While we utilized several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay Versus Performance table. Moreover, Synovus generally sought to incentivize long-term performance, and therefore did not specifically align the Company’s performance measures with compensation that is actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we provided the following descriptions of the relationships between information presented in the Pay Versus Performance table. Our TSR directly impacted the compensation actually paid to our CEO and other named executive officers and was the primary driver of the difference between the Summary Compensation Table amounts and Compensation Actually Paid amounts in the above table. This resulted from the high percentage of compensation delivered through equity awards which was tied directly to share price. Additionally, many of our equity awards included in the Compensation Actually Paid calculation had vesting tied to our absolute TSR (for market restricted stock unit grants made through 2019) or relative TSR (for PSU grants made beginning in 2020). Adjusted ROATCE also impacted the compensation actually paid to our CEO and other named executive officers because 50% of the payout under our long-term incentive plan was based upon our adjusted ROATCE during the three-year measurement period. While we did not use net income as a direct performance measure in our incentive plan, it impacted the compensation actually paid to our CEO and other named executive officers as it was an input in performance measures in both our short and long-term incentive plans (adjusted EPS, adjusted ROAA, and adjusted ROATCE).