Pinnacle Financial Corporation and Morris State Bancshares have agreed to merge to form a community bank in Georgia, US.
The transaction has been unanimously approved by the boards of both companies.
It will create a combined entity with approximately $3.8bn in assets, $3.3bn in deposits, and loans of $2.8bn, based on financial data as of 30 September 2025.
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The merged entity will operate 35 branches across several markets in Georgia.
Under the terms of the agreement, each Morris shareholder will receive 0.1095 shares of the combined company’s common stock for each share held.
In addition, the shareholders will receive a one-time special cash dividend of $0.54 per share before closing of the transaction.
Upon completion, Pinnacle shareholders will own around 54% of the combined company, with Morris shareholders holding approximately 46%.
Pinnacle chairman and CEO Jackson McConnell said: “As we unite our two institutions, we strengthen our ability to serve people and businesses in communities across the state of Georgia.
“After years of knowing one another and working together on industry issues, we are thrilled to bring our teams together.”
The combined entity will include 26 branches of Pinnacle in northeast and eastern Georgia, including locations in Elberton, Gainesville, Athens, and Augusta.
It will also comprise Morris’ nine branches in central and southeastern areas such as Dublin, Macon, Houston County, and Statesboro.
The new Georgia bank will be based in Elberton, with staff from both companies continuing to operate from their current offices.
Pinnacle and Morris intend to introduce a new name and logo before the merger is finalised. The combined entity’s shares will start trading on OTCQX.
The board of the merged company will include Pinnacle’s nine directors and eight from Morris. Existing officers from both Pinnacle and Morris are expected to remain in similar roles after the merger.
The transaction is anticipated to close by the end of the first quarter or early in the second quarter of 2026, subject to regulatory and shareholder approvals.
Piper Sandler & Co. served as financial advisor and Fenimore Kay Harrison as legal counsel to Pinnacle on this transaction.
Keefe, Bruyette and Woods served as advisor and Alston & Bird as legal counsel to Morris.
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