Pinnacle Financial Partners, Inc. · NYSE:PNFP
Pinnacle Financial Partners — Steel Newco — Merger or Acquisition (October 2025)
12 slides from Pinnacle Financial Partners's merger presentation, Oct 16, 2025
Slide 1: Rule 425 filing notice: Pinnacle Financial Partners slide presentation
Filed by Pinnacle Financial Partners, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Steel Newco Inc. Commission File No.: 333-289866 Date: October 16, 2025 [The following slides were incl
Slide 2: PNFP/SNV Merger is Progressing Well
PNFP/SNV Merger is Progressing Well 2 • Financially and strategically compelling transaction • Key decisions were finalized pre-announcement 2027E EPS Accretion 21% Pro Forma CET1 at Close 10.1% Key Decisions Made Corporate / Org. Technology Expected Closing Q1 2026 Expected Operational Conversion Q
Slide 3: Pinnacle Merger Update: Pro Forma Branch Footprint
Pro Forma Branch Footprint Synovus Pro forma footprint population projected to grow 2x faster than national average Source: July 24, 2025, PNFP-SNV merger presentation; (1) 2025-2027E pro forma revenue growth CAGR of 10.5% (#1 among peers), 47% pro forma 2027E efficiency ratio (#1 among peers), 1.38
Slide 4: PNFP and SNV produced consistent top-quartile financial results
Cumulative Deposit Growth(1) (2014 – 2024) Sources: SNL Financials, Peer group defined as CFG, FITB, HBAN, KEY, MTB, PNC, RF, TFC and USB; (1) Not adjusted for M&A Cumulative Revenue Growth(1) (2014 – 2024) Cumulative Growth in Adjusted EPS (2014 – 2024) Peers Both franchises have delivered peer-lea
Slide 5: Imputed PNFP Share Price at Various 1-Year Forward P/E Multiples
Below 8.5x 8.5x – 10.5x Over 12.5x10.5x – 12.5x Imputed PNFP Share Price at Various 1- Year Forward P/E Multiples(1) ~13.0x (1) 2027E EPS range of $11.35 to $11.75 utilizes merger model from announcement day and assumes the realization of 75% of announced cost synergies, no revenue synergies, purcha
Slide 6: Key decisions already made in contrast to other MOEs
Brand Name Headquarters Leadership Team Operating Model Incentive Model Board of Directors Split Technology Stack Pinnacle Financial Partners and Pinnacle Bank Built on Synovus' highly-scalable FIS core platform Primarily based on company revenue and EPS growth 15 directors: 8 Pinnacle and 7 Synovus
Slide 7: Key leadership decisions are finalized
Full Organization Communicated 3 Down from CEO Communicated 2 Down from CEO Communicated Legal Finance Risk Management Operations Human Resources, Marketing, & Corporate Communications Digital & Product Solutions Audit Consumer, Small Business, & Specialty Deposits Treasury and Payment Solutions 4 D
Slide 8: Initial systems assessment
Digital Support Services Core system selection confirmed Finalizing remaining system selections to align with our go- forward business model Finalizing remaining selections post vendor negotiation completion Digital solutions evaluated with integration strategy and deployment planning underway Custo
Slide 9: Third and Fourth Quarter 2025 integration activities
Third Quarter 2025 Fourth Quarter 2025 Established integration management office (IMO) and mobilized 20 portfolios and 75+ workstreams, including dedicated LFI readiness Held joint IMO in-person meetings on September 23 and October 8, focused on enhancing connectivity amongst colleagues Finalized pr
Slide 10: Timeline (Illustrative)
August 21, 2025 Executive Leadership Team Announced August 22, 2025 Merger Application Submitted to Bank Regulators August 19, 2025 IMOs(1) Established November 6, 2025 Special Shareholder Meetings First Quarter 2026 Expected Closing First Quarter 2027 Expected Operational Conversion (1) IMO - Integ
Slide 11: Forward-looking statements
11 This communication contains statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statem
Slide 12: Additional information about the merger and where to find it
Steel Newco Inc. (“Newco”) filed a registration statement on Form S-4 (File No. 333-289866) with the SEC on August 26, 2025, and an amendment on September 29, 2025, to register the shares of Newco common stock that will be issued to Pinnacle shareholders and Synovus shareholders in connection with t