シノバスファイナンシャルの四半期報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 10-Q

______________________________

☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2025

Commission file number 1-10312

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SYNOVUS FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

______________________________


Georgia						58-1134883
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

33 W. 14th Street

Columbus,

Georgia

31901

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (706) 641-6500

______________________________


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 Par Value	SNV	New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D	SNV - PrD	New York Stock Exchange
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E	SNV - PrE	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 30, 2025, 138,817,293 shares of the registrant's common stock, $1.00 par value, were outstanding.

Table of Contents

Page

Part I.

Financial Information

Index of Defined Terms

Item 1.

Financial Statements (Unaudited)

Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024

Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2025 and 2024

Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024

Consolidated Statements of Changes in Shareholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024

Notes to Unaudited Interim Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II.

Other Information

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures

SYNOVUS FINANCIAL CORP.

INDEX OF DEFINED TERMS

Throughout this discussion, references to "Synovus", "we", "our", "us", "the Company" and similar terms refer to the consolidated entity consisting of Synovus Financial Corp. and its subsidiaries unless the context indicates that we refer only to the Parent Company, Synovus Financial Corp. When we refer to the "Bank" or "Synovus Bank" we mean our only bank subsidiary, Synovus Bank.

ACL – Allowance for credit losses (ALL, reserve on unfunded loan commitments, and reserve, if required, on debt securities and other receivables)

AFS – Available for sale

ALCO – Synovus' Asset Liability Management Committee

ALL – Allowance for loan losses

AOCI – Accumulated other comprehensive income (loss)

ASC – Accounting Standards Codification

ASU – Accounting Standards Update

ATM – Automatic teller machine

Basel III – The third Basel Accord developed by the Basel Committee on Banking Supervision to strengthen existing regulatory capital requirements

Board – Synovus' Board of Directors

BOLI – Bank-owned life insurance policies

bp(s) – Basis point(s)

C&I – Commercial and industrial

CCAR – Comprehensive Capital Analysis and Review

CECL – Current expected credit losses

CET1 – Common Equity Tier 1 Capital defined by Basel III capital rules

CIB – Corporate and Investment Banking

CMO – Collateralized mortgage obligation

Code – Internal Revenue Code, as amended

CODM – Chief operating decision maker

Company – Synovus Financial Corp. and its wholly-owned subsidiaries, except where the context requires otherwise

Covered Litigation – Certain Visa litigation for which Visa is indemnified by Visa USA members

CRA – Community Reinvestment Act

CRE – Commercial real estate

DCF – Discounted cash flow

ERM – Enterprise risk management

EVE – Economic value of equity

Exchange Act – Securities Exchange Act of 1934, as amended

FASB – Financial Accounting Standards Board

FDIC – Federal Deposit Insurance Corporation

FDM – Financial Difficulty Modification Federal Reserve Bank – One of the 12 banks that are the operating arms of the U.S. central bank. They implement the policies of the Federal Reserve Board, supervise bank holding companies and certain banking institutions, and also conduct economic research

Federal Reserve Board – The 7-member Board of Governors that oversees the Federal Reserve System, establishes monetary policy (interest rates, credit, etc.), and monitors the economic health of the country. Its members are appointed by the President subject to Senate confirmation, and serve 14-year terms

Federal Reserve System or Federal Reserve – The Federal Reserve Board plus 12 Federal Reserve Banks, with each one serving member banks in its own district. The Federal Reserve has broad regulatory powers over the money supply and the credit structure of the economy

FFIEC – Federal Financial Institutions Examination Council

FFIEC Retail Credit Classification Policy – FFIEC Uniform Retail Credit Classification and Account Management Policy

FHLB – Federal Home Loan Bank

FICO – Fair Isaac Corporation

FOMC – Federal Open Market Committee

FRB – Federal Reserve Bank

FTP – Funds transfer pricing

GA DBF – Georgia Department of Banking and Finance

GAAP – Generally Accepted Accounting Principles in the United States of America

HTM – Held to maturity

Interagency Supervisory Guidance – Interagency Supervisory Guidance on Allowance for Loan and Lease Losses Estimation Practices for Loans and Lines of Credit Secured by Junior Liens on 1-4 Family Residential Properties

LIHTC – Low Income Housing Tax Credit

LTV – Loan-to-collateral value ratio

MBS – Mortgage-backed security

MPS – Merchant processing servicer(s)

NAICS – North American Industry Classification System

nm – not meaningful

NPA – Non-performing assets

NPL – Non-performing loans

NSF – Non-sufficient funds

OCI – Other comprehensive income (loss)

ORE – Other real estate

Parent Company – Synovus Financial Corp.

Pinnacle – Pinnacle Financial Partners, Inc., a Tennessee corporation

PPNR – Pre-provision net revenue

Qualpay – Qualpay, Inc.

Report – This Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025

SBA – Small Business Administration

SBIC – Small Business Investment Company

SEC – U.S. Securities and Exchange Commission

Securities Act – Securities Act of 1933, as amended Series D Preferred Stock – Synovus' Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, $25 liquidation preference

Series E Preferred Stock – Synovus' Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, $25 liquidation preference

SOFR – Secured Overnight Financing Rate

Synovus – Synovus Financial Corp.

Synovus Bank – A Georgia state-chartered bank and wholly-owned subsidiary of Synovus, through which Synovus conducts its banking operations

Synovus' 2024 Form 10-K – Synovus' Annual Report on Form 10-K for the year ended December 31, 2024

Synovus Securities – Synovus Securities, Inc., a wholly-owned subsidiary of Synovus

Synovus Trust – Synovus Trust Company, N.A., a wholly-owned subsidiary of Synovus Bank

TE – Taxable equivalent

Treasury – United States Department of Treasury

UPB – Unpaid principal balance

U.S. – United States

Visa – The Visa U.S.A., Inc. card association or its affiliates, collectively

Visa Class A shares – Class A shares of common stock issued by Visa are publicly traded shares which are not subject to restrictions on sale

Visa Class B shares – Class B shares of common stock issued by Visa which are subject to restrictions with respect to sale until all of the Covered Litigation has been settled. Class B (B-1 and B-2) shares will be convertible into Visa Class A shares using a then-current conversion ratio upon the lifting of restrictions with respect to sale of Visa Class B shares

Visa derivative – A derivative contract with the purchaser of Visa Class B shares which provides for settlements between the purchaser and Synovus based upon a change in the ratio for conversion of Visa Class B shares into Visa Class A shares

iii

PART I. FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

SYNOVUS FINANCIAL CORP.

CONSOLIDATED BALANCE SHEETS

(unaudited)


(in thousands, except share and per share data)	September 30, 2025		December 31, 2024
ASSETS
Interest-earning deposits with banks and other cash and cash equivalents	$	2,239,915	$	2,977,667


Federal funds sold and securities purchased under resale agreements	34,292		16,320
Total cash, cash equivalents, and restricted cash	2,274,207		2,993,987
Investment securities held to maturity	2,450,885		2,581,469
Investment securities available for sale	7,575,468		7,551,018
Loans held for sale (includes $41,083 and $33,448 measured at fair value, respectively)	147,811		90,111
Loans, net of deferred fees and costs	43,753,234		42,609,028
Allowance for loan losses	(469,521)		(486,845)
Loans, net	43,283,713		42,122,183
Cash surrender value of bank-owned life insurance	1,156,297		1,139,988
Premises, equipment, and software, net	376,013		383,724
Goodwill	480,440		480,440
Other intangible assets, net	26,436		34,318
Other assets	2,713,905		2,856,406
Total assets	$	60,485,175	$	60,233,644
LIABILITIES AND EQUITY
Liabilities
Deposits:
Non-interest-bearing deposits	$	11,053,423	$	11,596,119
Interest-bearing deposits	38,950,306		39,499,240
Total deposits	50,003,729		51,095,359
Federal funds purchased, securities sold under repurchase agreements, and other short-term borrowings	62,467		131,728

Long-term debt	3,008,195		1,733,109
Other liabilities	1,571,580		2,007,197
Total liabilities	54,645,971		54,967,393
Equity
Shareholders' equity:
Preferred stock - no par value; authorized 100,000,000 shares; issued 22,000,000	537,145		537,145
Common stock - $1.00 par value; authorized 342,857,142 shares; issued 172,734,160 and 172,185,507, respectively; outstanding 138,813,060 and 141,165,908, respectively	172,734		172,186
Additional paid-in capital	3,999,363		3,986,729
Treasury stock, at cost; 33,921,100 and 31,019,599 shares, respectively	(1,359,096)		(1,216,827)
Accumulated other comprehensive income (loss), net	(676,797)		(970,765)
Retained earnings	3,145,388		2,736,089
Total Synovus Financial Corp. shareholders' equity	5,818,737		5,244,557
Noncontrolling interest in subsidiary	20,467		21,694
Total equity	5,839,204		5,266,251
Total liabilities and equity	$	60,485,175	$	60,233,644

See accompanying notes to unaudited interim consolidated financial statements.

SYNOVUS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2025		2024		2025		2024
Interest income:
Loans, including fees	$	680,441	$	700,657	$	1,986,504	$	2,093,942
Investment securities	91,440		87,643		278,512		238,440
Loans held for sale	1,138		1,045		2,994		2,755
Federal Reserve Bank balances	19,006		17,416		56,182		48,077
Other earning assets	3,094		3,746		9,334		11,245
Total interest income	795,119		810,507		2,333,526		2,394,459
Interest expense:
Deposits	281,523		345,314		842,157		1,013,734
Long-term debt	38,668		24,055		102,102		82,041
Federal funds purchased, securities sold under repurchase agreements, and other short-term borrowings	233		398		627		4,101
Total interest expense	320,424		369,767		944,886		1,099,876
Net interest income	474,695		440,740		1,388,640		1,294,583
Provision for (reversal of) credit losses	21,690		23,434		35,855		103,818
Net interest income after provision for (reversal of) credit losses	453,005		417,306		1,352,785		1,190,765
Non-interest revenue:
Service charges on deposit accounts	26,303		23,683		74,675		68,403
Fiduciary and asset management fees	21,039		19,714		61,288		58,455
Card fees	19,894		18,439		61,253		57,343
Brokerage revenue	21,673		20,810		62,779		63,974
Mortgage banking income	4,374		4,033		12,147		11,395
Capital markets income	13,944		10,284		33,845		31,988
Income from bank-owned life insurance	9,628		8,442		27,991		23,886
Investment securities gains (losses), net	1,742		—		1,742		(256,660)

Other non-interest revenue	22,100		18,575		55,577		55,233
Total non-interest revenue	140,697		123,980		391,297		114,017
Non-interest expense:
Salaries and other personnel expense	197,313		184,814		575,006		552,742
Net occupancy, equipment, and software expense	49,089		46,977		146,330		140,200
Third-party processing and other services	22,306		21,552		67,715		63,593
Professional fees	13,307		10,854		33,283		34,140
FDIC insurance and other regulatory fees	7,042		7,382		23,120		37,694
Restructuring charges (reversals)	(747)		1,219		(1,968)		2,084

Merger-related expense	23,757		—		23,757		—
Other operating expense	36,662		40,892		105,221		107,779
Total non-interest expense	348,729		313,690		972,464		938,232
Income before income taxes	244,973		227,596		771,618		366,550
Income tax expense	48,468		46,912		163,122		76,476
Net income	196,505		180,684		608,496		290,074
Less: Net income (loss) attributable to noncontrolling interest	(489)		(871)		(1,227)		(1,960)
Net income attributable to Synovus Financial Corp.	196,994		181,555		609,723		292,034
Less: Preferred stock dividends	11,404		11,927		34,122		31,325
Net income available to common shareholders	$	185,590	$	169,628	$	575,601	$	260,709
Net income per common share, basic	$	1.34	$	1.19	$	4.13	$	1.80
Net income per common share, diluted	1.33		1.18		4.10		1.79
Weighted average common shares outstanding, basic	138,803		143,144		139,452		145,039
Weighted average common shares outstanding, diluted	139,612		143,979		140,289		145,718

See accompanying notes to unaudited interim consolidated financial statements.

SYNOVUS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	Three Months Ended September 30,
	2025						2024
(in thousands)	Before-tax Amount		Income Tax		Net of Tax Amount		Before-tax Amount		Income Tax		Net of Tax Amount
Net income	$	244,973	$	(48,468)	$	196,505	$	227,596	$	(46,912)	$	180,684
Unamortized holding losses on investment securities transferred to held to maturity:
Net unamortized unrealized holding losses on available for sale investment securities transferred to held to maturity during the period	—		—		—		—		—		—
Reclassification adjustment for amortization of unrealized holding losses on held to maturity investment securities	20,133		(4,862)		15,271		19,834		(4,790)		15,044
Net change	20,133		(4,862)		15,271		19,834		(4,790)		15,044
Unrealized gains (losses) on investment securities available for sale:
Net unrealized gains (losses) arising during the period	57,867		(13,975)		43,892		255,064		(61,598)		193,466
Reclassification adjustment for realized (gains) losses included in net income	(1,742)		421		(1,321)		—		—		—
Net change	56,125		(13,554)		42,571		255,064		(61,598)		193,466
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Net unrealized gains (losses) arising during the period	(7,954)		1,922		(6,032)		52,985		(12,796)		40,189
Reclassification adjustment for realized (gains) losses included in net income	13,993		(3,379)		10,614		36,768		(8,879)		27,889
Net change	6,039		(1,457)		4,582		89,753		(21,675)		68,078
Total other comprehensive income	$	82,297	$	(19,873)	$	62,424	$	364,651	$	(88,063)	$	276,588
Comprehensive income					258,929						457,272
Less: comprehensive income (loss) attributable to noncontrolling interest					(489)						(871)
Comprehensive income attributable to Synovus Financial Corp.					$	259,418					$	458,143

	Nine Months Ended September 30,
	2025						2024
(in thousands)	Before-tax Amount		Income Tax		Net of Tax Amount		Before-tax Amount		Income Tax		Net of Tax Amount
Net income	$	771,618	$	(163,122)	$	608,496	$	366,550	$	(76,476)	$	290,074
Unamortized holding losses on investment securities transferred to held to maturity:
Net unamortized unrealized holding losses on available for sale investment securities transferred to held to maturity during the period	—		—		—		(708,549)		171,115		(537,434)
Reclassification adjustment for amortization of unrealized holding losses on held to maturity investment securities	55,287		(13,351)		41,936		40,472		(9,774)		30,698
Net change	55,287		(13,351)		41,936		(668,077)		161,341		(506,736)
Unrealized gains (losses) on investment securities available for sale:
Net unrealized gains (losses) arising during the period	243,195		(58,732)		184,463		773,230		(186,735)		586,495
Reclassification adjustment for realized (gains) losses included in net income	(1,742)		421		(1,321)		256,660		(61,983)		194,677
Net change	241,453		(58,311)		183,142		1,029,890		(248,718)		781,172
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Net unrealized gains (losses) arising during the period	41,705		(10,071)		31,634		(22,345)		5,396		(16,949)
Reclassification adjustment for realized (gains) losses included in net income	49,119		(11,863)		37,256		113,118		(27,318)		85,800
Net change	90,824		(21,934)		68,890		90,773		(21,922)		68,851
Total other comprehensive income	$	387,564	$	(93,596)	$	293,968	$	452,586	$	(109,299)	$	343,287
Comprehensive income					902,464						633,361
Less: comprehensive income (loss) attributable to noncontrolling interest					(1,227)						(1,960)
Comprehensive income attributable to Synovus Financial Corp.					$	903,691					$	635,321

See accompanying notes to unaudited interim consolidated financial statements.

SYNOVUS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(unaudited)


	Synovus Financial Corp. Shareholders' Equity

(in thousands, except per share data)	Preferred Stock		Common Stock		Additional Paid-in Capital		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Noncontrolling Interest		Total
Balance at June 30, 2025	$	537,145	$	172,703	$	3,992,061	$	(1,359,113)	$	(739,221)	$	3,014,111	20,956		$	5,638,642

Net income (loss)	—		—		—		—		—		196,994		(489)		196,505
Other comprehensive income, net of income taxes	—		—		—		—		62,424		—		—		62,424
Cash dividends declared on common stock - $0.39 per share	—		—		—		—		—		(54,137)		—		(54,137)
Cash dividends declared on preferred stock(1)	—		—		—		—		—		(11,404)		—		(11,404)
Repurchases of common stock including costs to repurchase	—		—		—		17		—		—		—		17
Restricted share unit vesting and taxes paid related to net share settlement	—		24		(414)		—		—		(176)		—		(566)
Stock options exercised, net	—		7		230		—		—		—		—		237
Share-based compensation expense	—		—		7,486		—		—		—		—		7,486

Balance at September 30, 2025	$	537,145	$	172,734	$	3,999,363	$	(1,359,096)	$	(676,797)	$	3,145,388	$	20,467	$	5,839,204

Balance at June 30, 2024	$	537,145	$	171,936	$	3,965,751	$	(1,066,239)	$	(1,050,374)	$	2,495,387	$	23,066	$	5,076,672

Net income (loss)	—		—		—		—		—		181,555		(871)		180,684
Other comprehensive income, net of income taxes	—		—		—		—		276,588		—		—		276,588
Cash dividends declared on common stock - $0.38 per share	—		—		—		—		—		(53,932)		—		(53,932)
Cash dividends declared on preferred stock(1)	—		—		—		—		—		(11,927)		—		(11,927)
Repurchases of common stock including costs to repurchase	—		—		—		(100,891)		—		—		—		(100,891)

Restricted share unit vesting and taxes paid related to net share settlement	—		22		(442)		—		—		(119)		—		(539)
Stock options exercised, net	—		119		3,668		—		—		—		—		3,787
Share-based compensation expense	—		—		7,729		—		—		—		—		7,729

Balance at September 30, 2024	$	537,145	$	172,077	$	3,976,706	$	(1,167,130)	$	(773,786)	$	2,610,964	$	22,195	$	5,378,171


	Synovus Financial Corp. Shareholders' Equity

(in thousands, except per share data)	Preferred Stock		Common Stock		Additional Paid-in Capital		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Noncontrolling Interest		Total
Balance at December 31, 2024	$	537,145	$	172,186	$	3,986,729	$	(1,216,827)	$	(970,765)	$	2,736,089	$	21,694	$	5,266,251

Net income (loss)	—		—		—		—		—		609,723		(1,227)		608,496
Other comprehensive income, net of income taxes	—		—		—		—		293,968		—		—		293,968
Cash dividends declared on common stock - $1.17 per share	—		—		—		—		—		(162,856)		—		(162,856)
Cash dividends declared on preferred stock(2)	—		—		—		—		—		(34,122)		—		(34,122)
Repurchases of common stock including costs to repurchase	—		—		—		(142,269)		—		—		—		(142,269)
Restricted share unit vesting and taxes paid related to net share settlement	—		520		(12,782)		—		—		(3,446)		—		(15,708)
Stock options exercised, net	—		28		738		—		—		—		—		766
Share-based compensation expense	—		—		24,678		—		—		—		—		24,678

Balance at September 30, 2025	$	537,145	$	172,734	$	3,999,363	$	(1,359,096)	$	(676,797)	$	3,145,388	$	20,467	$	5,839,204

Balance at December 31, 2023	$	537,145	$	171,360	$	3,955,819	$	(944,484)	$	(1,117,073)	$	2,517,226	$	24,155	$	5,144,148

Net income (loss)	—		—		—		—		—		292,034		(1,960)		290,074
Other comprehensive income, net of income taxes	—		—		—		—		343,287		—		—		343,287
Cash dividends declared on common stock - $1.14 per share	—		—		—		—		—		(164,352)		—		(164,352)
Cash dividends declared on preferred stock(2)	—		—		—		—		—		(31,325)		—		(31,325)
Repurchases of common stock including costs to repurchase	—		—		—		(222,646)		—		—		—		(222,646)

Restricted share unit vesting and taxes paid related to net share settlement	—		510		(9,059)		—		—		(2,619)		—		(11,168)
Stock options exercised, net	—		207		5,707		—		—		—		—		5,914

Share-based compensation expense	—		—		24,239		—		—		—		—		24,239

Balance at September 30, 2024	$	537,145	$	172,077	$	3,976,706	$	(1,167,130)	$	(773,786)	$	2,610,964	$	22,195	$	5,378,171

(1) For the three months ended September 30, 2025, dividends per share were $0.51 for Series D and $0.52 for Series E Preferred Stock. For the three months ended September 30, 2024, dividends per share were $0.57 for Series D and $0.52 for Series E Preferred Stock.

(2) For the nine months ended September 30, 2025, dividends per share were $1.51 for Series D and $1.57 for Series E Preferred Stock. For the nine months ended September 30, 2024, dividends per share were $1.71 for Series D and $1.26 for Series E Preferred Stock.

See accompanying notes to unaudited interim consolidated financial statements.

SYNOVUS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
(in thousands)	2025		2024
Operating Activities
Net income	$	608,496	$	290,074
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for (reversal of) credit losses	35,855		103,818
Depreciation, amortization, and accretion, net	41,795		47,548
Deferred income tax expense (benefit)	8,100		15,016
Originations of loans held for sale	(5,760,855)		(4,540,026)
Proceeds from sales and payments on loans held for sale	5,712,111		4,479,035
Gain on sales of loans held for sale, net	(9,236)		(7,973)
(Increase) decrease in other assets	138,363		(275,999)
Increase (decrease) in other liabilities	(354,615)		169,197
Investment securities (gains) losses, net	(1,742)		256,660
Share-based compensation expense	23,649		24,063

Net gain on sales of other real estate and other assets held for sale	(1,066)		(1,202)

Net cash provided by (used in) operating activities	440,855		560,211
Investing Activities


Proceeds from maturities and principal collections of investment securities held to maturity	180,373		129,572

Proceeds from maturities and principal collections of investment securities available for sale	424,674		477,981
Proceeds from sales of investment securities available for sale	173,996		1,365,923
Purchases of investment securities available for sale	(366,836)		(2,255,313)
Net proceeds from sales of loans	14,379		25,125

Net (increase) decrease in loans	(1,227,629)		139,975
Net (purchases) redemptions of Federal Home Loan Bank stock	(76,271)		(3,587)
Net (purchases) redemptions of Federal Reserve Bank stock	(315)		(12,341)
Net proceeds from settlement (purchases) of bank-owned life insurance policies	11,766		2,324
Net increase in premises, equipment and software	(21,760)		(44,384)
Proceeds from sales of other real estate and other assets held for sale	4,374		25,534

Net cash provided by (used in) investing activities	(883,249)		(149,191)
Financing Activities
Net increase (decrease) in deposits	(1,104,275)		(562,130)
Net increase (decrease) in federal funds purchased, securities sold under repurchase agreements, and other short-term borrowings	(69,261)		(98,515)

Repayments and redemption of long-term debt	(900,000)		(1,075,000)
Proceeds from long-term debt, net	2,150,000		1,150,000
Dividends paid to common shareholders	(162,517)		(166,170)
Dividends paid to preferred shareholders	(34,122)		(29,119)
Repurchases of common stock	(142,269)		(222,646)
Issuances, net of taxes paid, under equity compensation plans	(14,942)		(5,254)
Net cash provided by (used in) financing activities	(277,386)		(1,008,834)
Increase (decrease) in cash and cash equivalents including restricted cash	(719,780)		(597,814)
Cash, cash equivalents, and restricted cash, at beginning of period	2,993,987		2,451,426
Cash, cash equivalents, and restricted cash at end of period	$	2,274,207	$	1,853,612

Supplemental Disclosures:
Income taxes paid	$	97,926	$	33,517
Interest paid	977,259		1,130,654
Non-cash Activities
Loans foreclosed and transferred to other real estate	22,395		21,992
Investment securities transferred from available for sale to held to maturity	—		2,715,635

See accompanying notes to unaudited interim consolidated financial statements.

Notes to Unaudited Interim Consolidated Financial Statements

Note 1 - Basis of Presentation and Accounting Policies

General

The accompanying unaudited interim consolidated financial statements of Synovus Financial Corp. include the accounts of the Parent Company and its consolidated subsidiaries. Synovus Financial Corp. is a financial services company and a registered bank holding company based in Columbus, Georgia. Through its wholly-owned subsidiary, Synovus Bank, a Georgia state-chartered bank that is a member of the Federal Reserve System, the Company provides commercial and consumer banking in addition to a full suite of specialized products and services, including wealth services, treasury management, mortgage services, premium finance, asset-based lending, structured lending, capital markets, and international banking. Synovus also provides financial planning and investment advisory services through its wholly-owned subsidiaries, Synovus Trust and Synovus Securities.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions to the SEC Form 10-Q and Article 10 of Regulation S-X; therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, comprehensive income (loss), and cash flows in conformity with GAAP. All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the consolidated financial position and results of operations for the periods covered by this Report have been included. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes appearing in Synovus' 2024 Form 10-K.

Pending Merger with Pinnacle Financial Partners, Inc.

On July 24, 2025, Synovus entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pinnacle Financial Partners, Inc. ("Pinnacle") and Steel Newco Inc., a newly formed Georgia corporation jointly owned by Pinnacle and Synovus (“Newco”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Pinnacle and Synovus will each simultaneously merge with and into Newco (such mergers, collectively, the “Merger”), with Newco continuing as the surviving corporation in the Merger and named Pinnacle Financial Partners, Inc.

Subject to the terms and conditions of the Merger Agreement, (a) each share of common stock, par value $1.00 per share, of Synovus (“Synovus Common Stock”) outstanding immediately prior to the Merger will be converted into the right to receive 0.5237 shares of the common stock of Newco ("Newco Common Stock") and (b) each share of common stock, par value $1.00 per share, of Pinnacle outstanding immediately prior to the Merger will be converted into the right to receive one share of Newco Common Stock. Holders of Synovus Common Stock will receive cash in lieu of fractional shares. Following the close of the Merger, Synovus shareholders will own approximately 48.5% and Pinnacle shareholders will own approximately 51.5% of the combined company.

Subject to the terms and conditions of the Merger Agreement, each share of Synovus Series D Preferred Stock, Synovus Series E Preferred Stock and 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value, of Pinnacle ("Pinnacle Preferred Stock"), will be converted into the right to receive one share of an applicable newly created series of preferred stock of Newco having terms that are not materially less favorable than the Synovus Series D Preferred Stock, Synovus Series E Preferred Stock or Pinnacle Preferred Stock, as applicable.

The Merger Agreement was unanimously approved by the Boards of Directors of each of Pinnacle, Synovus and Newco. The completion of the Merger is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by the shareholders of each of Synovus and Pinnacle.

Reclassifications

Prior periods' consolidated financial statements are reclassified whenever necessary to conform to the current periods' presentation.

Use of Estimates in the Preparation of Financial Statements

In preparing the consolidated financial statements in accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the respective consolidated balance sheets and the reported amounts of revenue and expense for the periods presented. Actual results could differ significantly from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the ACL, estimates of fair value, income taxes, and contingent liabilities.

Recent Accounting Pronouncements

The following table provides a brief description of accounting standards adopted in 2025 or recently issued and the estimated effect on the Company’s financial statements.


Standard	Description	Required date of adoption	Effect on Company's financial statements or other significant matters
Standards Adopted (or partially adopted)

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures	In December 2023, the FASB issued ASU 2023-09 to enhance the transparency and decision usefulness of income tax disclosures. The ASU addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. Retrospective application in all prior periods is permitted.	Annual period beginning on January 1, 2025	The Company will include the applicable and relevant required disclosures on a retrospective basis in the Income Taxes footnote in the 2025 Form 10-K.



Standard	Description	Required date of adoption	Effect on Company's financial statements or other significant matters
Standards Issued But Not Yet Adopted

ASU 2024-03, Income Statement (Topic 220): Disaggregation of Income Statement Expenses	In November 2024, the FASB issued ASU 2024-03 to improve the disclosures over expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The ASU addresses investors requests for more disaggregated expense information to better understand an entity's performance, better assess the entity's prospects for future cash flows, and compare an entity's performance over time and with that of other entities. This ASU requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. Retrospective application in all prior periods is permitted.	January 1, 2027	The Company will adopt the new disclosure requirements for the annual period beginning on January 1, 2027, and interim periods starting on January 1, 2028. The Company is currently evaluating the impact of the incremental expense information that will be required to be disclosed.
ASU 2025-06 —Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software	In September 2025, the FASB issued ASU 2025-06 to clarify and modernize the accounting for costs related to internal-use software. The ASU removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities should apply to begin capitalizing costs. The ASU addresses investor feedback that the current guidance for software costs is outdated and not relevant given the evolution of software development. The ASU requires disclosures under ASC 360-10 be applied to all capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements. Early adoption is permitted, including adoption in an interim period but must be applied as of the beginning of the annual period that includes that interim period. The ASU may be adopted prospectively, retrospectively, or on a modified transition approach.	January 1, 2028	The Company is currently evaluating the transition elections and is considering early adoption as of January 1, 2026. We do not expect a significant impact on the consolidated financial statements or disclosures.

Note 2 - Investment Securities

The amortized cost, gross unrealized gains and losses, and estimated fair values of investment securities at September 30, 2025 and December 31, 2024 are summarized below.


	September 30, 2025
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Investment securities held to maturity:
Mortgage-backed securities issued by U.S. Government sponsored enterprises	$	2,450,885	$	15,380	$	—	$	2,466,265
Total investment securities held to maturity(1)	$	2,450,885	$	15,380	$	—	$	2,466,265

Investment securities available for sale:
U.S. Treasury securities	$	1,200,313	$	20,841	$	—	$	1,221,154
U.S. Government agency securities	29,995		—		(138)		29,857
Mortgage-backed securities issued by U.S. Government agencies	1,504,894		13,884		(89,072)		1,429,706
Mortgage-backed securities issued by U.S. Government sponsored enterprises	2,177,658		5,172		(176,679)		2,006,151
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises	603,527		—		(84,328)		519,199
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises	2,337,343		44,194		(21,327)		2,360,210

Corporate debt securities and other debt securities	9,185		6		—		9,191
Total investment securities available for sale(2)	$	7,862,915	$	84,097	$	(371,544)	$	7,575,468

	December 31, 2024
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Investment securities held to maturity:
Mortgage-backed securities issued by U.S. Government sponsored enterprises	$	2,581,469	$	—	$	(56,944)	$	2,524,525
Total investment securities held to maturity(1)	$	2,581,469	$	—	$	(56,944)	$	2,524,525

Investment securities available for sale:
U.S. Treasury securities	$	1,214,363	$	3,203	$	(4,824)	$	1,212,742
U.S. Government agency securities	29,993		—		(830)		29,163
Mortgage-backed securities issued by U.S. Government agencies	1,583,331		848		(121,389)		1,462,790
Mortgage-backed securities issued by U.S. Government sponsored enterprises	2,294,700		250		(260,915)		2,034,035
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises	657,453		—		(107,252)		550,201
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises	2,290,968		4,724		(42,576)		2,253,116

Corporate debt securities and other debt securities	9,110		—		(139)		8,971
Total investment securities available for sale(2)	$	8,079,918	$	9,025	$	(537,925)	$	7,551,018

(1) The amounts reported exclude accrued interest receivable on investment securities HTM of $5.4 million and $5.7 million at September 30, 2025 and December 31, 2024, respectively, which are presented as a component of other assets on the consolidated balance sheets. The amortized cost basis of investment securities HTM includes a discount of $(594.5) million and $(649.7) million at September 30, 2025 and December 31, 2024, respectively, related to the unamortized portion of unrealized losses on investment securities HTM.

(2) The amounts reported exclude accrued interest receivable on investment securities AFS of $29.4 million and $29.5 million at September 30, 2025 and December 31, 2024, respectively, which are presented as a component of other assets on the consolidated balance sheets.

At September 30, 2025, investment securities AFS and investment securities HTM with carrying values of $2.24 billion and $1.57 billion, respectively, were pledged to secure certain derivative contracts, deposits and other liabilities, as required by law or contractual agreements.

At December 31, 2024, investment securities AFS and investment securities HTM with a carrying value of $2.83 billion and $2.45 billion, respectively, were pledged to secure certain deposits and other liabilities, as required by law or contractual agreements.

Gross unrealized losses on investment securities AFS and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2025 and December 31, 2024 are presented below.


	September 30, 2025
	Less than 12 Months				12 Months or Longer				Total
(in thousands)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses

U.S. Government agency securities	$	—	$	—	$	29,857	$	(138)	$	29,857	$	(138)
Mortgage-backed securities issued by U.S. Government agencies	—		—		611,363		(89,072)		611,363		(89,072)
Mortgage-backed securities issued by U.S. Government sponsored enterprises	—		—		1,600,160		(176,679)		1,600,160		(176,679)
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises	28,151		(176)		491,047		(84,152)		519,198		(84,328)
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises	—		—		352,978		(21,327)		352,978		(21,327)

Total	$	28,151	$	(176)	$	3,085,405	$	(371,368)	$	3,113,556	$	(371,544)

	December 31, 2024
	Less than 12 Months				12 Months or Longer				Total
(in thousands)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
U.S. Treasury securities	$	716,367	$	(4,824)	$	—	$	—	$	716,367	$	(4,824)
U.S. Government agency securities	—		—		29,163		(830)		29,163		(830)
Mortgage-backed securities issued by U.S. Government agencies	716,268		(8,431)		577,468		(112,958)		1,293,736		(121,389)
Mortgage-backed securities issued by U.S. Government sponsored enterprises	456,887		(12,503)		1,542,618		(248,412)		1,999,505		(260,915)
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises	29,040		(820)		521,161		(106,432)		550,201		(107,252)
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises	1,060,903		(10,624)		276,850		(31,952)		1,337,753		(42,576)
Corporate debt securities and other debt securities	—		—		8,971		(139)		8,971		(139)
Total	$	2,979,465	$	(37,202)	$	2,956,231	$	(500,723)	$	5,935,696	$	(537,925)

As of September 30, 2025, Synovus had 1 investment security AFS in a loss position for less than 12 months and 220 investment securities AFS in a loss position for 12 months or longer. As of September 30, 2025, Synovus does not intend to sell investment securities AFS in an unrealized loss position prior to the recovery of the unrealized loss, which may not be until maturity. Additionally, Synovus is not currently aware of any circumstances which will require it to sell any of the AFS securities that are in an unrealized loss position prior to the respective securities' recovery of all such unrealized losses. As such, no write-downs to the amortized cost basis of the portfolio were recorded at September 30, 2025.

At September 30, 2025, no ACL was established for investment securities AFS. Substantially all of the unrealized losses on the securities portfolio were the result of changes in market interest rates compared to the date the securities were acquired rather than the credit quality of the issuers or underlying loans. U.S. Treasury and agency securities and agency mortgage-backed securities are issued, guaranteed or otherwise supported by the United States government, an agency of the United States government, or a government sponsored enterprise.

As of September 30, 2025, all investment securities HTM were rated investment grade or supported by U.S. government agencies and have no history of credit losses supporting the application of a zero-credit loss assumption and no allowance for credit losses.

The amortized cost and fair value by contractual maturity of investment securities HTM and investment securities AFS at September 30, 2025 are shown below. The expected life of MBSs or CMOs may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. For purposes of the maturity table, MBSs and CMOs, which are not due at a single maturity date, have been classified based on the final contractual maturity date.


	September 30, 2025
(in thousands)	Within One Year		1 to 5 Years		5 to 10 Years		More Than 10 Years		Total
Investment securities HTM
Mortgage-backed securities issued by U.S. Government sponsored enterprises
Amortized cost	$	—	$	—	$	—	$	2,450,885	$	2,450,885
Fair value	—		—		—		2,466,265		2,466,265


Investment securities AFS
U.S. Treasury securities
Amortized cost	$	211,755	$	909,695	$	78,863	$	—	$	1,200,313
Fair value	212,743		927,008		81,403		—		1,221,154

U.S. Government agency securities
Amortized cost	—		29,995		—		—		29,995
Fair value	—		29,857		—		—		29,857

Mortgage-backed securities issued by U.S. Government agencies
Amortized cost	—		29		2		1,504,863		1,504,894
Fair value	—		28		2		1,429,676		1,429,706

Mortgage-backed securities issued by U.S. Government sponsored enterprises
Amortized cost	—		—		—		2,177,658		2,177,658
Fair value	—		—		—		2,006,151		2,006,151

Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
Amortized cost	—		7		7,324		596,196		603,527
Fair value	—		7		7,225		511,967		519,199

Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises
Amortized cost	54,439		1,495,206		770,975		16,723		2,337,343
Fair value	53,261		1,509,841		782,568		14,540		2,360,210

Corporate debt securities and other debt securities
Amortized cost	—		9,185		—		—		9,185
Fair value	—		9,191		—		—		9,191

Gross gains and gross losses on sales of investment securities AFS for the three and nine months ended September 30, 2025 and 2024 are presented below. The specific identification method is used to reclassify gains and losses out of other comprehensive income (loss) at the time of sale.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Gross realized gains on sales	$	1,742	$	—	$	1,742	$	—
Gross realized losses on sales	—		—		—		(256,660)
Investment securities gains (losses), net	$	1,742	$	—	$	1,742	$	(256,660)

Note 3 - Loans and Allowance for Loan Losses

Aging and Non-Accrual Analysis

The following tables provide a summary of current, accruing past due, and non-accrual loans by portfolio class as of September 30, 2025 and December 31, 2024.


	September 30, 2025
(in thousands)	Current		Accruing 30-89 Days Past Due		Accruing 90 Days or Greater Past Due		Total Accruing Past Due		Non-accrual with an ALL		Non-accrual without an ALL		Total
Commercial, financial and agricultural	$	15,263,978	$	5,155	$	1,995	$	7,150	$	84,282	$	4,813	$	15,360,223
Owner-occupied	7,853,267		5,702		—		5,702		9,420		357		7,868,746
Total commercial and industrial	23,117,245		10,857		1,995		12,852		93,702		5,170		23,228,969
Investment properties	11,424,644		1,652		—		1,652		34,768		1,043		11,462,107
1-4 family properties	545,699		484		—		484		2,144		—		548,327
Land and development	258,154		440		—		440		712		—		259,306
Total commercial real estate	12,228,497		2,576		—		2,576		37,624		1,043		12,269,740
Consumer mortgages	5,186,944		5,746		—		5,746		44,414		579		5,237,683
Home equity	1,811,056		10,106		164		10,270		20,189		611		1,842,126
Credit cards	173,199		1,526		1,642		3,168		—		—		176,367
Other consumer loans	982,783		9,571		—		9,571		5,995		—		998,349
Total consumer	8,153,982		26,949		1,806		28,755		70,598		1,190		8,254,525
Loans, net of deferred fees and costs(1)(2)	$	43,499,724	$	40,382	$	3,801	$	44,183	$	201,924	$	7,403	$	43,753,234


	December 31, 2024
(in thousands)	Current		Accruing 30-89 Days Past Due		Accruing 90 Days or Greater Past Due		Total Accruing Past Due		Non-accrual with an ALL		Non-accrual without an ALL		Total
Commercial, financial and agricultural	$	14,352,839	$	12,947	$	10,332	$	23,279	$	98,145	$	24,729	$	14,498,992
Owner-occupied	7,754,052		7,700		36,005		43,705		21,119		13,261		7,832,137
Total commercial and industrial	22,106,891		20,647		46,337		66,984		119,264		37,990		22,331,129
Investment properties	11,105,168		2,006		—		2,006		74,030		—		11,181,204
1-4 family properties	541,897		1,636		—		1,636		2,385		—		545,918
Land and development	284,793		1,113		202		1,315		1,389		—		287,497
Total commercial real estate	11,931,858		4,755		202		4,957		77,804		—		12,014,619
Consumer mortgages	5,228,580		9,362		—		9,362		50,834		—		5,288,776
Home equity	1,800,614		13,131		177		13,308		17,365		—		1,831,287
Credit cards	182,435		1,573		1,863		3,436		—		—		185,871
Other consumer loans	940,608		10,818		13		10,831		5,907		—		957,346
Total consumer	8,152,237		34,884		2,053		36,937		74,106		—		8,263,280
Loans, net of deferred fees and costs(1)(2)	$	42,190,986	$	60,286	$	48,592	$	108,878	$	271,174	$	37,990	$	42,609,028

(1) The amortized cost basis of loans, net of deferred fees and costs excludes accrued interest receivable of $216.3 million and $217.1 million at September 30, 2025 and December 31, 2024, respectively, which is presented as a component of other assets on the consolidated balance sheets.

(2) Loans are presented net of deferred loan fees and costs totaling $41.0 million and $34.1 million at September 30, 2025 and December 31, 2024, respectively.

Pledged Loans

Loans with carrying values of $23.28 billion and $24.66 billion were pledged as collateral for borrowings and capacity at September 30, 2025 and December 31, 2024, respectively, to the FHLB and Federal Reserve Bank.

Portfolio Segment Risk Factors

The risk characteristics and collateral information of each portfolio segment are as follows:

Commercial and Industrial Loans - The C&I loan portfolio is comprised of general middle market and commercial banking clients across a diverse set of industries, as well as certain specialized lending verticals including specialty finance, senior housing, and CIB. In accordance with Synovus' lending policy, each loan undergoes a detailed underwriting process, which incorporates uniform underwriting standards and oversight in proportion to the size and complexity of the lending relationship. These loans are generally secured by collateral such as business equipment, inventory, and real estate. Credit decisions on loans in the C&I portfolio are based on cash flow from the operations of the business as the primary source of repayment of the debt, with underlying real estate or other collateral being the secondary source of repayment.

Commercial Real Estate Loans - CRE loans primarily consist of income-producing investment properties loans. Additionally, CRE loans include 1-4 family properties loans as well as land and development loans. Investment properties loans consist of construction and mortgage loans for income-producing properties and are primarily made to finance multi-family properties, hotels, office buildings, shopping centers, warehouses and other commercial development properties. 1-4 family properties loans include construction loans to homebuilders and commercial mortgage loans related to 1-4 family rental properties and are almost always secured by the underlying property being financed by such loans. These properties are primarily located in the markets served by Synovus. Land and development loans include commercial and residential development as well as land acquisition loans and are secured by land held for future development, typically in excess of one year. Properties securing these loans are substantially within markets served by Synovus, and our preference is to obtain some level of recourse from project sponsors. Loans in this portfolio are underwritten based on the LTV of the collateral and the capacity of the guarantor(s).

Consumer Loans - The consumer loan portfolio consists of a wide variety of loan products offered through Synovus' banking network, including first and second residential mortgages, home equity, and consumer credit card loans, as well as home improvement loans, student, and personal loans from third-party lending ("other consumer loans"). Together, consumer mortgages and home equity comprise the majority of Synovus' consumer loans and are secured by first and second liens on residential real estate primarily located in the markets served by Synovus. The primary source of repayment for all consumer loans is generally the personal income of the borrower(s).

Credit Quality Indicators

The credit quality of the loan portfolio is reviewed and updated no less frequently than annually using the standard asset classification system utilized by the federal banking agencies. These classifications are divided into three groups: Not Criticized (Pass), Special Mention, and Classified or Adverse rating (Substandard, Doubtful, and Loss) and are defined as follows:

Pass - loans which are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell in a timely manner, of any underlying collateral.

Special Mention - loans which have potential weaknesses that deserve management's close attention. These loans are not adversely classified and do not expose an institution to sufficient risk to warrant an adverse classification.

Substandard - loans which are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Loans with this classification are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful - loans which have all the weaknesses inherent in loans categorized as Substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable on the basis of currently known facts, conditions, and values.

Loss - loans which are considered by management to be uncollectible and of such little value that their continuance on the institution's books as an asset, without establishment of a specific valuation allowance or charge-off, is not warranted. Synovus fully reserves for any loans rated as Loss.

In the following tables, consumer loans are generally assigned a risk grade similar to the classifications described above; however, upon reaching 90 days and 120 days past due, they are generally downgraded to Substandard and Loss, respectively, in accordance with the FFIEC Retail Credit Classification Policy. Additionally, in accordance with Interagency Supervisory Guidance, the risk grade classifications of consumer loans (consumer mortgages and home equity) secured by junior liens on 1-4 family residential properties also consider available information on the payment status of any associated senior liens with other financial institutions.

The following table summarizes each loan portfolio class by risk grade and origination year as of September 30, 2025 and December 31, 2024 as required under CECL.


	September 30, 2025
	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans
(in thousands)	2025		2024		2023		2022		2021		Prior		Amortized Cost Basis		Converted to Term Loans		Total
Commercial, financial and agricultural
Pass	$	1,334,232	$	1,230,065	$	858,946	$	687,395	$	1,020,047	$	2,013,791	$	7,518,116	$	100,721	$	14,763,313
Special Mention	1,483		36,679		7,102		4,784		10,467		5,689		86,299		1,586		154,089
Substandard	23,326		44,252		21,194		55,089		10,339		44,949		236,224		—		435,373
Doubtful	—		485		—		—		5,911		—		482		—		6,878
Loss	—		—		—		—		—		—		570		—		570
Total commercial, financial and agricultural	1,359,041		1,311,481		887,242		747,268		1,046,764		2,064,429		7,841,691		102,307		15,360,223
Current YTD Period:
Gross charge-offs	673		10,635		4,101		1,179		685		2,309		14,730		—		34,312
Owner-occupied
Pass	863,602		777,456		855,400		1,380,744		1,086,203		1,929,582		689,783		—		7,582,770
Special Mention	—		—		1,675		48,759		28,686		18,519		—		—		97,639
Substandard	3,886		2,789		19,598		47,696		19,716		88,071		6,581		—		188,337


Total owner-occupied	867,488		780,245		876,673		1,477,199		1,134,605		2,036,172		696,364		—		7,868,746
Current YTD Period:
Gross charge-offs	—		—		89		364		—		3,463		—		—		3,916
Total commercial and industrial	2,226,529		2,091,726		1,763,915		2,224,467		2,181,369		4,100,601		8,538,055		102,307		23,228,969
Current YTD Period:
Gross charge-offs	$	673	$	10,635	$	4,190	$	1,543	$	685	$	5,772	$	14,730	$	—	$	38,228
Investment properties
Pass	1,472,274		991,058		719,592		2,940,576		1,929,505		2,782,514		137,662		—		10,973,181
Special Mention	15,681		4,509		5,009		213,604		123,914		32,643		—		—		395,360
Substandard	3,113		1,321		5,835		9,404		41,750		32,138		—		—		93,561

Loss	—		—		—		—		—		5		—		—		5
Total investment properties	1,491,068		996,888		730,436		3,163,584		2,095,169		2,847,300		137,662		—		11,462,107
Current YTD Period:
Gross charge-offs	—		—		—		206		18,544		—		—		—		18,750
1-4 family properties
Pass	141,900		96,500		57,123		79,910		74,215		63,675		26,206		—		539,529
Special Mention	193		—		750		779		—		119		—		—		1,841
Substandard	375		995		346		2,028		251		2,962		—		—		6,957
Total 1-4 family properties	142,468		97,495		58,219		82,717		74,466		66,756		26,206		—		548,327
Current YTD Period:
Gross charge-offs	—		—		110		129		—		5		—		—		244


	September 30, 2025
	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans
(in thousands)	2025		2024		2023		2022		2021		Prior		Amortized Cost Basis		Converted to Term Loans		Total

Land and development
Pass	43,901		49,035		28,375		33,199		23,312		56,313		22,429		—		256,564
Special Mention	—		—		704		—		—		267		—		—		971
Substandard	—		—		992		—		46		733		—		—		1,771
Total land and development	43,901		49,035		30,071		33,199		23,358		57,313		22,429		—		259,306
Current YTD Period:
Gross charge-offs	—		—		217		—		—		—		—		—		217
Total commercial real estate	1,677,437		1,143,418		818,726		3,279,500		2,192,993		2,971,369		186,297		—		12,269,740
Current YTD Period:
Gross charge-offs	$	—	$	—	$	327	$	335	$	18,544	$	5	$	—	$	—	$	19,211
Consumer mortgages
Pass	371,832		423,243		610,239		622,005		874,524		2,271,659		—		—		5,173,502
Substandard	380		386		3,051		6,326		7,204		46,797		—		—		64,144
Loss	—		—		—		—		—		37		—		—		37
Total consumer mortgages	372,212		423,629		613,290		628,331		881,728		2,318,493		—		—		5,237,683
Current YTD Period:
Gross charge-offs	—		—		4		153		254		1,197		—		—		1,608
Home equity
Pass	—		—		—		—		—		—		1,414,984		401,966		1,816,950
Substandard	—		—		—		—		—		—		14,102		9,733		23,835
Loss	—		—		—		—		—		—		689		652		1,341
Total home equity	—		—		—		—		—		—		1,429,775		412,351		1,842,126
Current YTD Period:
Gross charge-offs	—		—		—		—		—		—		8		168		176
Credit cards
Pass	—		—		—		—		—		—		174,725		—		174,725
Substandard	—		—		—		—		—		—		480		—		480
Loss	—		—		—		—		—		—		1,162		—		1,162
Total credit cards	—		—		—		—		—		—		176,367		—		176,367
Current YTD Period:
Gross charge-offs	—		—		—		—		—		—		5,107		—		5,107
Other consumer loans
Pass	185,915		98,124		63,872		89,890		108,887		135,810		308,754		—		991,252
Substandard	395		928		955		1,337		2,127		1,298		57		—		7,097

Total other consumer loans	186,310		99,052		64,827		91,227		111,014		137,108		308,811		—		998,349
Current YTD Period:
Gross charge-offs	791		2,695		3,686		1,979		3,066		4,061		922		—		17,200
Total consumer	558,522		522,681		678,117		719,558		992,742		2,455,601		1,914,953		412,351		8,254,525
Current YTD Period:
Gross charge-offs	$	791	$	2,695	$	3,690	$	2,132	$	3,320	$	5,258	$	6,037	$	168	$	24,091
Loans, net of deferred fees and costs	$	4,462,488	$	3,757,825	$	3,260,758	$	6,223,525	$	5,367,104	$	9,527,571	$	10,639,305	$	514,658	$	43,753,234
Current YTD Period:
Gross charge-offs	$	1,464	$	13,330	$	8,207	$	4,010	$	22,549	$	11,035	$	20,767	$	168	$	81,530


	December 31, 2024
	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans
(in thousands)	2024		2023		2022		2021		2020		Prior		Amortized Cost Basis		Converted to Term Loans		Total
Commercial, financial and agricultural
Pass	$	1,200,861	$	1,001,989	$	739,134	$	1,195,316	$	629,109	$	1,586,291	$	7,372,228	$	81,796	$	13,806,724
Special Mention	1,555		20,255		17,775		18,403		2,464		36,817		158,968		—		256,237
Substandard	20,920		12,397		59,487		14,694		39,482		17,028		258,070		493		422,571
Doubtful	—		—		—		5,911		—		1,869		5,145		—		12,925
Loss	—		—		—		—		—		—		535		—		535
Total commercial, financial and agricultural	1,223,336		1,034,641		816,396		1,234,324		671,055		1,642,005		7,794,946		82,289		14,498,992
Current YTD Period:
Gross charge-offs	7,696		16,499		3,786		8,787		997		4,413		53,736		—		95,914
Owner-occupied
Pass	691,899		981,593		1,468,946		1,220,421		872,744		1,621,387		619,519		—		7,476,509
Special Mention	1,099		2,466		65,733		5,397		34,244		12,621		—		—		121,560
Substandard	2,568		5,838		34,147		20,698		49,766		65,147		55,904		—		234,068

Total owner-occupied	695,566		989,897		1,568,826		1,246,516		956,754		1,699,155		675,423		—		7,832,137
Current YTD Period:
Gross charge-offs	—		76		543		304		1,567		17,558		3,426		—		23,474
Total commercial and industrial	1,918,902		2,024,538		2,385,222		2,480,840		1,627,809		3,341,160		8,470,369		82,289		22,331,129
Current YTD Period:
Gross charge-offs	$	7,696	$	16,575	$	4,329	$	9,091	$	2,564	$	21,971	$	57,162	$	—	$	119,388
Investment properties
Pass	769,775		642,808		3,306,914		2,406,325		898,363		2,405,650		227,460		—		10,657,295
Special Mention	4,583		2,211		97,443		200,780		—		68,559		—		—		373,576
Substandard	—		1,689		10,093		83,795		1,466		13,884		—		—		110,927
Doubtful	—		—		—		39,401		—		—		—		—		39,401
Loss	—		—		—		—		—		5		—		—		5
Total investment properties	774,358		646,708		3,414,450		2,730,301		899,829		2,488,098		227,460		—		11,181,204
Current YTD Period:
Gross charge-offs	—		—		527		4,752		—		4,602		—		—		9,881
1-4 family properties
Pass	159,008		79,094		95,050		81,630		28,845		53,167		40,133		—		536,927
Special Mention	—		—		1,060		663		169		1,300		—		—		3,192
Substandard	919		840		1,618		233		287		1,857		45		—		5,799
Total 1-4 family properties	159,927		79,934		97,728		82,526		29,301		56,324		40,178		—		545,918
Current YTD Period:
Gross charge-offs	—		103		—		—		—		143		—		—		246
Land and development
Pass	55,564		87,465		54,214		26,002		4,933		41,749		14,798		—		284,725
Special Mention	—		138		—		25		—		390		—		—		553
Substandard	—		1,347		—		—		153		719		—		—		2,219
Total land and development	55,564		88,950		54,214		26,027		5,086		42,858		14,798		—		287,497
Current YTD Period:
Gross charge-offs	—		—		—		—		35		22		—		—		57
Total commercial real estate	989,849		815,592		3,566,392		2,838,854		934,216		2,587,280		282,436		—		12,014,619
Current YTD Period:
Gross charge-offs	$	—	$	103	$	527	$	4,752	$	35	$	4,767	$	—	$	—	$	10,184


	December 31, 2024
	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans
(in thousands)	2024		2023		2022		2021		2020		Prior		Amortized Cost Basis		Converted to Term Loans		Total
Consumer mortgages
Pass	$	457,176	$	681,844	$	670,652	$	947,395	$	1,119,610	$	1,341,463	$	25	$	—	$	5,218,165
Substandard	190		1,872		5,590		7,117		17,918		37,895		—		—		70,582
Loss	—		—		—		—		—		29		—		—		29
Total consumer mortgages	457,366		683,716		676,242		954,512		1,137,528		1,379,387		25		—		5,288,776
Current YTD Period:
Gross charge-offs	—		11		—		3		30		122		—		—		166
Home equity
Pass	—		—		—		—		—		—		1,386,370		424,891		1,811,261
Substandard	—		—		—		—		—		—		11,464		7,729		19,193
Loss	—		—		—		—		—		—		554		279		833
Total home equity	—		—		—		—		—		—		1,398,388		432,899		1,831,287
Current YTD Period:
Gross charge-offs	—		—		—		—		—		—		230		106		336
Credit cards
Pass	—		—		—		—		—		—		184,061		—		184,061
Substandard	—		—		—		—		—		—		701		—		701
Loss	—		—		—		—		—		—		1,109		—		1,109
Total credit cards	—		—		—		—		—		—		185,871		—		185,871
Current YTD Period:
Gross charge-offs	—		—		—		—		—		—		7,153		—		7,153
Other consumer loans
Pass	150,051		81,087		119,274		144,297		78,961		91,802		284,801		—		950,273
Substandard	310		1,046		1,298		2,692		1,132		524		59		—		7,061
Loss	—		—		—		—		—		—		12		—		12
Total other consumer loans	150,361		82,133		120,572		146,989		80,093		92,326		284,872		—		957,346
Current YTD Period:
Gross charge-offs	576		3,740		4,840		7,601		2,140		2,509		2,315		—		23,721
Total consumer	607,727		765,849		796,814		1,101,501		1,217,621		1,471,713		1,869,156		432,899		8,263,280
Current YTD Period:
Gross charge-offs	$	576	$	3,751	$	4,840	$	7,604	$	2,170	$	2,631	$	9,698	$	106	$	31,376
Loans, net of deferred fees and costs	$	3,516,478	$	3,605,979	$	6,748,428	$	6,421,195	$	3,779,646	$	7,400,153	$	10,621,961	$	515,188	$	42,609,028
Current YTD Period:
Gross charge-offs	$	8,272	$	20,429	$	9,696	$	21,447	$	4,769	$	29,369	$	66,860	$	106	$	160,948

Collateral-Dependent Loans

We classify a loan as collateral-dependent when our borrower is experiencing financial difficulty, and we expect repayment to be provided substantially through the operation or sale of collateral. Our commercial loans have collateral that is comprised of real estate and business assets. Our consumer loans have collateral that is substantially comprised of residential real estate.

There were no material changes in the extent to which collateral secures our collateral-dependent loans during the three and nine months ended September 30, 2025.

Rollforward of Allowance for Loan Losses

The following tables detail the changes in the ALL by loan segment for the three and nine months ended September 30, 2025 and 2024. During the three and nine months ended September 30, 2025 and 2024, Synovus had no significant transfers to loans held for sale.


	As Of and For the Three Months Ended September 30, 2025
(in thousands)	Commercial & Industrial		Commercial Real Estate		Consumer		Total
Allowance for loan losses:
Beginning balance at June 30, 2025	$	205,240	$	117,739	$	141,852	$	464,831
Charge-offs	(11,648)		(384)		(7,937)		(19,969)
Recoveries	1,962		53		2,727		4,742
Provision for (reversal of) loan losses	13,468		5,989		460		19,917
Ending balance at September 30, 2025	$	209,022	$	123,397	$	137,102	$	469,521

	As Of and For the Three Months Ended September 30, 2024
(in thousands)	Commercial & Industrial		Commercial Real Estate		Consumer		Total
Allowance for loan losses:
Beginning balance at June 30, 2024	$	220,730	$	141,680	$	122,691	$	485,101
Charge-offs	(21,484)		(5,833)		(6,789)		(34,106)
Recoveries	5,094		333		1,627		7,054
Provision for (reversal of) loan losses	(4,272)		7,408		23,800		26,936
Ending balance at September 30, 2024	$	200,068	$	143,588	$	141,329	$	484,985

	As Of and For the Nine Months Ended September 30, 2025
(in thousands)	Commercial & Industrial		Commercial Real Estate		Consumer		Total
Allowance for loan losses:
Beginning balance at December 31, 2024	$	210,525	$	134,021	$	142,299	$	486,845
Charge-offs	(38,228)		(19,211)		(24,091)		(81,530)
Recoveries	17,674		1,172		7,791		26,637
Provision for (reversal of) loan losses	19,051		7,415		11,103		37,569
Ending balance at September 30, 2025	$	209,022	$	123,397	$	137,102	$	469,521

	As Of and For the Nine Months Ended September 30, 2024
(in thousands)	Commercial & Industrial		Commercial Real Estate		Consumer		Total
Allowance for loan losses:
Beginning balance at December 31, 2023	$	218,970	$	133,758	$	126,657	$	479,385
Charge-offs	(93,806)		(9,807)		(23,352)		(126,965)
Recoveries	12,971		1,562		6,539		21,072
Provision for (reversal of) loan losses	61,933		18,075		31,485		111,493
Ending balance at September 30, 2024	$	200,068	$	143,588	$	141,329	$	484,985

The ALL of $469.5 million and the reserve for unfunded commitments of $50.7 million, which is recorded in other liabilities, comprise the total ACL of $520.3 million at September 30, 2025. The ACL decreased $19.0 million compared to the December 31, 2024 ACL of $539.3 million, which consisted of an ALL of $486.8 million and a reserve for unfunded commitments of $52.5 million. The ACL to loans coverage ratio was 1.19% at September 30, 2025, compared to 1.27% at December 31, 2024. When compared to the year-end 2024 ACL, the September 30, 2025 ACL was characterized by improved credit performance, including a decrease in net charge-offs and reserves for individually analyzed loans, as well as loan growth. The Company includes qualitative adjustments, as appropriate, intended to capture the impact of uncertainties in the quantitative estimate. The September 30, 2025 and the December 31, 2024 allowance included qualitative adjustments for higher risk portfolios such as C&I (which includes Leveraged Lending), CRE Office, and CRE Multi-family.

The ACL is estimated using a two-year reasonable and supportable forecast period. To the extent the lives of the loans in the portfolio extend beyond the period for which a reasonable and supportable forecast can be made, the Company reverts on a straight-line basis back to the historical rates over a one-year period. Synovus utilizes multiple economic forecast scenarios sourced from a reputable third-party provider that are probability-weighted internally. The current scenarios include a consensus baseline forecast, an upside scenario reflecting stronger growth than the baseline, a downside scenario that reflects adverse economic conditions, and an additional adverse scenario that assumes consistent slow growth that is less optimistic than the baseline. At September 30, 2025, the unemployment rate is the input that most significantly impacts our estimate. The multi-scenario forecast used in our estimate includes a weighted average unemployment rate of 4.7% over the forecasted period at September 30, 2025, compared to 4.6% at December 31, 2024.

Financial Difficulty Modifications

When borrowers are experiencing financial difficulty, Synovus may make certain loan modifications as part of its loss mitigation strategies to maximize expected payment. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" of Synovus' 2024 Form 10-K for additional information regarding accounting policies for FDMs.

The following tables present the amortized cost of FDM loans by loan portfolio class that were modified during the three and nine months ended September 30, 2025 and 2024. Tables within this section exclude loans that were paid-off or are otherwise no longer in the loan portfolio as of the period end.



	Three Months Ended September 30, 2025
(in thousands)	Interest Rate Reduction		Term Extension		Payment Delay		Interest Rate Reduction and Term Extension		Total		Percentage of Total by Financing Class
Commercial, financial and agricultural	$	—	$	1,680	$	—	$	86	$	1,766	—	%
Owner-occupied	—		4,031		—		—		4,031		0.1
Total commercial and industrial	—		5,711		—		86		5,797		—
Investment properties	—		2,195		—		—		2,195		—


Total commercial real estate	—		2,195		—		—		2,195		—
Consumer mortgages	—		—		3,241		—		3,241		0.1


Other consumer loans	24		1,580		—		—		1,604		0.2
Total consumer	24		1,580		3,241		—		4,845		0.1
Total FDMs	$	24	$	9,486	$	3,241	$	86	$	12,837	—	%

	Nine Months Ended September 30, 2025
(in thousands)	Interest Rate Reduction		Term Extension		Payment Delay		Interest Rate Reduction and Term Extension		Total		Percentage of Total by Financing Class
Commercial, financial and agricultural	$	—	$	20,117	$	21,472	$	86	$	41,675	0.3	%
Owner-occupied	—		4,031		—		—		4,031		0.1
Total commercial and industrial	—		24,148		21,472		86		45,706		0.2
Investment properties	—		2,195		—		138		2,333		—


Total commercial real estate	—		2,195		—		138		2,333		—
Consumer mortgages	—		—		11,361		—		11,361		0.2


Other consumer loans	229		2,987		18		27		3,261		0.3
Total consumer	229		2,987		11,379		27		14,622		0.2
Total FDMs	$	229	$	29,330	$	32,851	$	251	$	62,661	0.1	%



	Three Months Ended September 30, 2024
(in thousands)	Interest Rate Reduction		Term Extension		Payment Delay		Interest Rate Reduction and Term Extension		Total		Percentage of Total by Financing Class



Investment properties	$	74,269	$	—	$	—	$	—	$	74,269	0.7	%


Total commercial real estate	74,269		—		—		—		74,269		0.6



Other consumer loans	24		118		—		10		152		—
Total consumer	24		118		—		10		152		—
Total FDMs	$	74,293	$	118	$	—	$	10	$	74,421	0.2	%

	Nine Months Ended September 30, 2024
(in thousands)	Interest Rate Reduction		Term Extension		Payment Delay		Interest Rate Reduction and Term Extension		Total		Percentage of Total by Financing Class
Commercial, financial and agricultural	$	—	$	7,130	$	—	$	—	$	7,130	—	%
Owner-occupied	—		188		—		—		188		—
Total commercial and industrial	—		7,318		—		—		7,318		—
Investment properties	74,269		2,227		—		—		76,496		0.7


Total commercial real estate	74,269		2,227		—		—		76,496		0.6
Consumer mortgages	122		—		209		—		331		—


Other consumer loans	197		553		—		10		760		0.1
Total consumer	319		553		209		10		1,091		—
Total FDMs	$	74,588	$	10,098	$	209	$	10	$	84,905	0.2	%

The following tables present the financial effect of loan modifications made to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended September 30, 2025				Nine Months Ended September 30, 2025
(dollars in thousands)	Weighted Average Interest Rate Reduction		Weighted Average Term Extension (in months)	Weighted Average Payment Delay (in months)		Weighted Average Interest Rate Reduction		Weighted Average Term Extension (in months)	Weighted Average Payment Delay (in months)
Commercial, financial and agricultural	1.8	%	4	—		1.8	%	8	14
Owner-occupied	—		—	—		—		4	—

Investment properties	—		33	—		2.0		32	—



Consumer mortgages	—		—	4		—		—	5


Other consumer loans	6.0		48	—		2.8		136	12


	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
(dollars in thousands)	Weighted Average Interest Rate Reduction		Weighted Average Term Extension (in months)		Weighted Average Interest Rate Reduction		Weighted Average Term Extension (in months)	Weighted Average Payment Deferral (in months)
Commercial, financial and agricultural	—	%	—		—	%	12	—
Owner-occupied	—		—		—		60	—

Investment properties	1.2		—		1.2		12	—



Consumer mortgages	—		—		2.3		—	7


Other consumer loans	7.2		57		4.5		70	—

During the three and nine months ended September 30, 2025, there were no material FDMs that subsequently defaulted. During the three months ended September 30, 2024, there were no material FDMs that subsequently defaulted, and during the nine months ended September 30, 2024, commercial, financial and agricultural loans of $74.7 million defaulted that were previously modified in the prior 12 months by receiving a term extension. Defaults are defined as the earlier of the FDM being placed on non-accrual status or reaching 90 days past due with respect to principal and/or interest payments. As of September 30, 2025 and December 31, 2024, there were no commitments to lend a material amount of additional funds to any borrower whose loan was classified as a FDM.

Synovus monitors the performance of FDMs to understand the effectiveness of its modification efforts. The following tables provide a summary of current, accruing past due, and non-accrual loans on an amortized cost basis by loan portfolio class that have been modified during the 12 months prior to September 30, 2025 and September 30, 2024, respectively.



	As of September 30, 2025
(in thousands)	Current		Accruing 30-89 Days Past Due		Non-accrual		Total
Commercial, financial and agricultural	$	41,562	$	—	$	816	$	42,378
Owner-occupied	4,031		—		—		4,031
Total commercial and industrial	45,593		—		816		46,409
Investment properties	2,333		—		—		2,333


Total commercial real estate	2,333		—		—		2,333
Consumer mortgages	1,501		—		11,511		13,012


Other consumer loans	2,789		139		375		3,303
Total consumer	4,290		139		11,886		16,315
Total FDMs	$	52,216	$	139	$	12,702	$	65,057



	As of September 30, 2024
(in thousands)	Current		Accruing 30-89 Days Past Due		Non-accrual		Total
Commercial, financial and agricultural	$	26,239	$	1,005	$	355	$	27,599
Owner-occupied	2,745		—		250		2,995
Total commercial and industrial	28,984		1,005		605		30,594
Investment properties	44,100		—		32,397		76,497


Total commercial real estate	44,100		—		32,397		76,497
Consumer mortgages	—		—		331		331


Other consumer loans	539		106		229		874
Total consumer	539		106		560		1,205
Total FDMs	$	73,623	$	1,111	$	33,562	$	108,296

Note 4 - Shareholders' Equity and Other Comprehensive Income (Loss)

Repurchases of Common Stock

On December 13, 2024 the Board of Directors approved share repurchases of up to $400 million of common stock and $50 million of preferred stock in 2025. During the three months ended September 30, 2025, Synovus did not repurchase shares of common stock. During the nine months ended September 30, 2025, Synovus repurchased 2.9 million shares of common stock at an average price of $48.62 per share via open market transactions.

Changes in Accumulated Other Comprehensive Income (Loss) by Component (Net of Income Taxes)

The following table illustrates activity within the balances in accumulated other comprehensive income (loss) by component for the three and nine months ended September 30, 2025 and 2024.


Changes in Accumulated Other Comprehensive Income (Loss) by Component (Net of Income Taxes)
(in thousands)	Net unamortized holding (losses) gains on AFS investment securities transferred to HTM		Net unrealized gains (losses) on investment securities AFS(1)		Net unrealized gains (losses) on cash flow hedges(1)		Total
Balance at June 30, 2025	$	(466,163)	$	(270,842)	$	(2,216)	$	(739,221)
Other comprehensive income (loss) before reclassifications	—		43,892		(6,032)		37,860
Amounts reclassified from AOCI	15,271		(1,321)		10,614		24,564
Net current period other comprehensive income (loss)	15,271		42,571		4,582		62,424
Balance at September 30, 2025	$	(450,892)	$	(228,271)	$	2,366	$	(676,797)

Balance at June 30, 2024	$	(521,780)	$	(410,553)	$	(118,041)	$	(1,050,374)
Other comprehensive income (loss) before reclassifications	—		193,466		40,189		233,655
Amounts reclassified from AOCI	15,044		—		27,889		42,933
Net current period other comprehensive income (loss)	15,044		193,466		68,078		276,588
Balance at September 30, 2024	$	(506,736)	$	(217,087)	$	(49,963)	$	(773,786)

Balance at December 31, 2024	$	(492,828)	$	(411,413)	$	(66,524)	$	(970,765)
Other comprehensive income (loss) before reclassifications	—		184,463		31,634		216,097
Amounts reclassified from AOCI	41,936		(1,321)		37,256		77,871
Net current period other comprehensive income (loss)	41,936		183,142		68,890		293,968
Balance at September 30, 2025	$	(450,892)	$	(228,271)	$	2,366	$	(676,797)

Balance at December 31, 2023	$	—	$	(998,259)	$	(118,814)	$	(1,117,073)
Other comprehensive income (loss) before reclassifications	(537,434)		586,495		(16,949)		32,112
Amounts reclassified from AOCI	30,698		194,677		85,800		311,175
Net current period other comprehensive income (loss)	(506,736)		781,172		68,851		343,287
Balance at September 30, 2024	$	(506,736)	$	(217,087)	$	(49,963)	$	(773,786)

(1) For September 30, 2025 and 2024, the ending balance in net unrealized gains (losses) on investment securities available for sale and cash flow hedges includes unrealized losses of $10.2 million and $11.6 million, respectively, related to residual tax effects remaining in OCI primarily due to previously established deferred tax asset valuation allowances in 2010 and 2011 and state rate changes. In accordance with ASC 740-20-45-11(b), under the portfolio approach, these unrealized losses are realized at the time the entire portfolio is sold or disposed.

Note 5 - Fair Value Accounting

See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" of Synovus' 2024 Form 10-K for a description of valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis.

The following table presents assets and liabilities measured at estimated fair value on a recurring basis.


	September 30, 2025								December 31, 2024
(in thousands)	Level 1		Level 2		Level 3		Total Estimated Fair Value		Level 1		Level 2		Level 3		Total Estimated Fair Value
Assets
Trading securities:
U.S. Treasury securities	$	2,004	$	—	$	—	$	2,004	$	—	$	—	$	—	$	—


State and municipal securities	—		658		—		658		—		473		—		473
Asset-backed securities	—		18,524		—		18,524		—		9,240		—		9,240
Other investments	—		3		—		3		—		—		—		—
Total trading securities	$	2,004	$	19,185	$	—	$	21,189	$	—	$	9,713	$	—	$	9,713
Investment securities available for sale:
U.S. Treasury securities	$	1,221,154	$	—	$	—	$	1,221,154	$	1,212,742	$	—	$	—	$	1,212,742
U.S. Government agency securities	—		29,857		—		29,857		—		29,163		—		29,163
Mortgage-backed securities issued by U.S. Government agencies	—		1,429,706		—		1,429,706		—		1,462,790		—		1,462,790
Mortgage-backed securities issued by U.S. Government sponsored enterprises	—		2,006,151		—		2,006,151		—		2,034,035		—		2,034,035
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises	—		519,199		—		519,199		—		550,201		—		550,201
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises	—		2,360,210		—		2,360,210		—		2,253,116		—		2,253,116
Corporate debt securities and other debt securities	—		9,191		—		9,191		—		8,971		—		8,971
Total investment securities available for sale	$	1,221,154	$	6,354,314	$	—	$	7,575,468	$	1,212,742	$	6,338,276	$	—	$	7,551,018
Mortgage loans held for sale	$	—	$	41,083	$	—	$	41,083	$	—	$	33,448	$	—	$	33,448
Other investments	—		—		18,012		18,012		—		—		14,831		14,831
Mutual funds and mutual funds held in rabbi trusts	72,883		—		—		72,883		63,371		—		—		63,371

Derivative assets	—		85,822		—		85,822		—		83,895		—		83,895
Liabilities

Mutual funds held in rabbi trusts	57,339		—		—		57,339		48,351		—		—		48,351
Derivative liabilities(1)	—		117,994		—		117,994		—		216,325		—		216,325

(1) Excludes from Level 3 the Visa derivative of $3.0 million and $64 thousand at September 30, 2025 and December 31, 2024, respectively. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" of Synovus' 2024 Form 10-K for discussion of fair value accounting related to this in the Derivative Instruments section.

Fair Value Option

Synovus has elected the fair value option for mortgage loans held for sale primarily to ease the operational burden required to maintain hedge accounting for these loans. Synovus is still able to achieve effective economic hedges on mortgage loans held for sale without the time and expense needed to manage a hedge accounting program.

The following table summarizes the difference between the fair value and the UPB of mortgage loans held for sale and the changes in fair value of these loans. An immaterial portion of these changes in fair value was attributable to instrument-specific credit risk.


Mortgage Loans Held for Sale
(in thousands)	As of September 30, 2025		As of December 31, 2024
Fair value	$	41,083	$	33,448
Unpaid principal balance	39,819		32,770
Fair value less aggregate unpaid principal balance	$	1,264	$	678


Changes in Fair Value Included in Net Income	Three Months Ended September 30,				Nine Months Ended September 30,				Location in Consolidated Statements of Income
(in thousands)	2025		2024		2025		2024
Mortgage loans held for sale	$	(283)	$	205	$	586	$	(569)	Mortgage banking income

Activity for Level 3 Assets

See "Part II - Item 8. Financial Statements and Supplementary Data - Note 12 - Fair Value Accounting" of Synovus' 2024 Form 10-K for a description of the valuation techniques and significant inputs for Level 3 assets and liabilities that are measured at fair value on a recurring and non-recurring basis. During the three and nine months ended September 30, 2025 and 2024, Synovus did not have any transfers in or out of Level 3 in the fair value hierarchy. The following tables provide rollforwards of Level 3 assets measured at fair value on a recurring basis.


		Three Months Ended September 30, 2025
(in thousands)		Other Investments
Ending balance at June 30, 2025		$	16,899
Total gains (losses) realized/unrealized:
Included in earnings		(36)
Additions		1,149

Ending balance at September 30, 2025		$	18,012
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at September 30, 2025		$	(36)

	Three Months Ended September 30, 2024
(in thousands)		Other Investments
Beginning balance at June 30, 2024		$	14,423
Total gains (losses) realized/unrealized:
Included in earnings		236
Additions		52

Ending balance at September 30, 2024		$	14,711
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at September 30, 2024		$	236


	Nine Months Ended September 30, 2025
(in thousands)	Other Investments
Beginning balance at December 31, 2024	$	14,831
Total gains (losses) realized/unrealized:
Included in earnings	406
Additions	2,775

Ending balance at September 30, 2025	$	18,012
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at September 30, 2025	$	406

	Nine Months Ended September 30, 2024
(in thousands)	Other Investments
Beginning balance at December 31, 2023	$	12,560
Total gains (losses) realized/unrealized:
Included in earnings	671

Additions	1,480

Ending balance at September 30, 2024	$	14,711
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at September 30, 2024	$	671

The following table presents assets measured at fair value on a non-recurring basis, as of the dates indicated, for which there was a fair value adjustment.


	September 30, 2025						Fair Value Adjustments(1) for the
(in thousands)	Level 1		Level 2		Level 3		Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025
Loans	$	—	$	—	$	6,173	$	2,125	$	11,506




	September 30, 2024						Fair Value Adjustments(1) for the
	Level 1		Level 2		Level 3		Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
Loans	$	—	$	—	$	54,713	$	10,085	$	19,367

(1) Fair value adjustments represent charge-offs on collateral-dependent loans that were written down to fair value of collateral based on the appraised value less selling costs of the collateral.

Fair Value of Financial Instruments

The following tables present the carrying and estimated fair values of financial instruments at September 30, 2025 and December 31, 2024. The fair values represent management’s best estimates based on a range of methodologies and assumptions. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" to the consolidated financial statements of Synovus' 2024 Form 10-K for a description of how fair value measurements are determined.


	September 30, 2025
(in thousands)	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial assets
Total cash, cash equivalents, and restricted cash	$	2,274,207	$	2,274,207	$	2,274,207	$	—	$	—
Trading securities	21,189		21,189		2,004		19,185		—
Investment securities held to maturity	2,450,885		2,466,265		—		2,466,265		—
Investment securities available for sale	7,575,468		7,575,468		1,221,154		6,354,314		—
Loans held for sale	147,811		147,455		—		41,083		106,372
Other investments	18,012		18,012		—		—		18,012
Mutual funds and mutual funds held in rabbi trusts	72,883		72,883		72,883		—		—
Loans, net (1)	43,283,713		42,497,996		—		—		42,497,996

FRB and FHLB stock	240,959		240,959		—		240,959		—
Derivative assets	85,822		85,822		—		85,822		—
Financial liabilities
Non-interest-bearing deposits	$	11,053,423	$	11,053,423	$	—	$	11,053,423	$	—
Non-time interest-bearing deposits	29,949,544		29,949,544		—		29,949,544		—
Time deposits	9,000,762		8,977,638		—		8,977,638		—
Total deposits (2)	$	50,003,729	$	49,980,605	$	—	$	49,980,605	$	—
Federal funds purchased, securities sold under repurchase agreements, and other short-term borrowings	62,467		62,467		62,467		—		—


Long-term debt	3,008,195		3,051,093		—		3,051,093		—
Mutual funds held in rabbi trusts	57,339		57,339		57,339		—		—
Derivative liabilities(3)	117,994		117,994		—		117,994		—

(1) Synovus estimates the fair value of loans based on present value of the future cash flows using the interest rate that would be charged for a similar loan to a borrower with similar risk, adjusted for a discount based on the estimated time period to complete a sale transaction with a market participant.

(2) The fair value of deposits with no stated maturity, such as non-interest-bearing demand, interest-bearing demand, money market, and savings accounts reflects the carrying amount which is payable on demand, as of the respective date, and may not align with other valuation methods or processes. The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

(3) Excludes from Level 3 the Visa derivative of $3.0 million at September 30, 2025. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" of Synovus' 2024 Form 10-K for discussion of fair value accounting related to this in the Derivative Instruments section.


	December 31, 2024
(in thousands)	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial assets
Total cash, cash equivalents, and restricted cash	$	2,993,987	$	2,993,987	$	2,993,987	$	—	$	—
Trading securities	9,713		9,713		—		9,713		—
Investment securities held to maturity	2,581,469		2,524,525		—		2,524,525		—
Investment securities available for sale	7,551,018		7,551,018		1,212,742		6,338,276		—
Loans held for sale	90,111		89,901		—		33,448		56,453
Other investments	14,831		14,831		—		—		14,831
Mutual funds and mutual funds held in rabbi trusts	63,371		63,371		63,371		—		—
Loans, net (1)	42,122,183		41,014,425		—		—		41,014,425

FRB and FHLB stock	164,374		164,374		—		164,374		—
Derivative assets	83,895		83,895		—		83,895		—

Financial liabilities
Non-interest-bearing deposits	$	11,596,119	$	11,596,119	$	—	$	11,596,119	$	—
Non-time interest-bearing deposits	29,883,378		29,883,378		—		29,883,378		—
Time deposits	9,615,862		9,587,417		—		9,587,417		—
Total deposits (2)	$	51,095,359	$	51,066,914	$	—	$	51,066,914	$	—
Federal funds purchased, securities sold under repurchase agreements, and other short-term borrowings	131,728		131,728		131,728		—		—


Long-term debt	1,733,109		1,748,723		—		1,748,723		—
Mutual funds held in rabbi trusts	48,351		48,351		48,351		—		—
Derivative liabilities(3)	216,325		216,325		—		216,325		—

(3) Excludes from Level 3 the Visa derivative of $64 thousand at December 31, 2024. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" of Synovus' 2024 Form 10-K for discussion of fair value accounting related to this in the Derivative Instruments section.

Note 6 - Derivative Instruments and Hedging Activities

Synovus utilizes derivative instruments to manage its exposure to various types of interest rate risk, exposures related to liquidity and credit risk, and to facilitate client transactions. The primary types of derivative instruments utilized by Synovus consist of interest rate swaps, interest rate lock commitments made to prospective mortgage loan clients, commitments to sell fixed-rate mortgage loans, and foreign currency exchange contracts. Interest rate lock commitments represent derivative instruments since it is intended that such loans will be sold. Synovus also provides foreign currency exchange services, primarily forward contracts, with counterparties to allow commercial clients to mitigate exchange rate risk. Synovus covers its risk by entering into an offsetting foreign currency exchange forward contract. Synovus enters into risk participation agreements with financial institution counterparties where we are either a participant or a lead bank so that the risk of default on the interest rate swaps is shared. Synovus either pays or receives a fee depending on the participation type. Synovus is party to master netting arrangements with its dealer counterparties; however, Synovus does not offset assets and liabilities under these arrangements for financial statement presentation purposes. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" to the consolidated financial statements of Synovus' 2024 Form 10-K for additional information regarding accounting policies for derivatives.

Hedging Derivatives

Cash flow hedging relationships mitigate exposure to the variability of future cash flows or other forecasted transactions. Synovus has entered into interest rate swap contracts to manage overall cash flow changes related to interest rate risk exposure on index-based variable rate commercial loans. The contracts effectively modify Synovus' exposure to interest rate risk by utilizing receive fixed/pay index-based variable rate interest rate swaps.

For cash flow hedges, gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (loss), net of the tax impact, and subsequently reclassified into earnings when the hedged transaction affects earnings with the impacts recorded in the same income statement line item used to present the earnings effect of the hedged item. When a cash flow hedge relationship is discontinued but the hedged cash flows, or forecasted transactions, are still expected to occur, gains or losses that were accumulated in OCI are amortized into earnings over the same periods in which the hedged transactions are still expected to affect earnings. If, however, it is probable the forecasted transactions will no longer occur, the remaining accumulated amounts in OCI for the impacted cash flow hedges are immediately recognized in earnings.

Synovus recorded no unrealized gains (losses) during the three and nine months ended September 30, 2025 and 2024 related to terminated cash flow hedges. Synovus recognized pre-tax losses of $4.8 million and $14.0 million, respectively, during the three and nine months ended September 30, 2025 and pre-tax losses of $4.9 million and $15.8 million, respectively, during the three and nine months ended September 30, 2024, related to the amortization of terminated cash flow hedges. Amounts related to the amortization of terminated cash flow hedges are being recognized into earnings in conjunction with the effective terms of the original swaps through the third quarter of 2026.

As of September 30, 2025, Synovus expects to reclassify into earnings approximately $12 million in pre-tax loss due to the receipt or payment of interest payments on all cash flow hedges within the next 12 months. Included in this amount is approximately $7 million in pre-tax loss related to the amortization of terminated cash flow hedges. As of September 30, 2025, the maximum length of time over which Synovus is hedging its exposure to the variability in future cash flows is through the fourth quarter of 2029.

Fair value hedging relationships mitigate exposure to the change in fair value of an asset or liability. Synovus has entered into receive-fixed, pay-variable interest rate swap contracts to hedge the change in the fair value due to fluctuations in market interest rates for outstanding fixed-rate long-term debt and fixed-rate term interest-bearing deposits. The changes in fair value of the fair value hedges are recorded through earnings with an offset against changes in the fair value of the hedged item within interest expense in the consolidated statements of income. All components of each derivative instrument’s gain/(loss) are included in the assessment of hedge effectiveness.

Derivatives not designated as hedges include those that are entered into as either economic hedges to facilitate client needs or as part of Synovus' overall risk management strategy. Economic hedges are those that do not qualify to be treated as a fair value hedge or cash flow hedge for accounting purposes but are necessary to economically manage the risk exposure associated with the assets and liabilities of Synovus. For derivative instruments that are not designated as hedging instruments, changes in the fair value of the derivatives are recognized in earnings immediately.

Counterparty Credit Risk and Collateral

Entering into derivative contracts potentially exposes Synovus to the risk of counterparties’ failure to fulfill their legal obligations, including, but not limited to, potential amounts due or payable under each derivative contract. Notional principal amounts are often used to express the volume of these transactions, but the amounts potentially subject to credit risk are much smaller. Synovus assesses the credit risk of its dealer counterparties by regularly monitoring publicly available credit rating information, evaluating other market indicators, and periodically reviewing detailed financials. Dealer collateral requirements are determined via risk-based policies and procedures and in accordance with existing agreements.

Synovus seeks to minimize dealer credit risk by dealing with highly rated counterparties and by obtaining collateral for exposures above certain predetermined limits. Management closely monitors credit conditions within the client swap portfolio, which management deems to be of higher risk than dealer counterparties. Collateral is secured at origination and credit-related fair value adjustments are recorded against the asset value of the derivative as deemed necessary based upon an analysis, which includes consideration of the current asset value of the swap, client risk rating, collateral value, and client standing with regards to its swap contractual obligations and other related matters. Such asset values fluctuate based upon changes in interest rates regardless of changes in notional amounts and changes in client specific risk.

Collateral Requirements

Certain derivative transactions have collateral requirements, both at the inception of the trade and as the value of each derivative position changes. As of September 30, 2025 and December 31, 2024, Synovus had recorded the right to reclaim cash collateral of $15.5 million and $34.6 million, respectively. As of both September 30, 2025 and December 31, 2024, Synovus had recorded the obligation to return cash collateral of $4.6 million.

For derivatives cleared through central clearing houses, the variation margin payments made are legally characterized as settlements of the derivatives. As a result, these variation margin payments are netted against the fair value of the respective derivative contracts in the consolidated balance sheets and related disclosures.

The following table reflects the estimated fair value of derivative instruments included in other assets and other liabilities on the consolidated balance sheets along with their respective notional amounts on a gross basis.


	September 30, 2025						December 31, 2024
			Estimated Fair Value						Estimated Fair Value
(in thousands)	Notional Amount		Derivative Assets		Derivative Liabilities		Notional Amount		Derivative Assets		Derivative Liabilities
Derivatives in cash flow hedging relationships:
Interest rate contracts	$	3,850,000	$	65	$	—	$	4,350,000	$	—	$	13,003
Total cash flow hedges			$	65	$	—			$	—	$	13,003

Derivatives in fair value hedging relationships:
Interest rate contracts	$	1,652,967	$	60	$	—	$	2,102,967	$	168	$	1,469
Total fair value hedges			$	60	$	—			$	168	$	1,469
Total derivatives designated as hedging instruments			$	125	$	—			$	168	$	14,472

Derivatives not designated as hedging instruments:
Interest rate contracts	$	18,050,806	$	84,723	$	117,782	$	14,653,252	$	81,099	$	201,847
Mortgage derivatives - interest rate lock commitments	51,828		974		—		34,649		434		—
Mortgage derivatives - forward commitments to sell fixed-rate mortgage loans	80,000		—		119		51,500		233		—
Risk participation agreements	1,057,038		—		21		924,267		—		6
Foreign exchange contracts	134,023		—		72		148,805		1,961		—
Visa derivative	—		—		2,964		—		—		64
Total derivatives not designated as hedging instruments			$	85,697	$	120,958			$	83,727	$	201,917

The following table presents the effect of hedging derivative instruments in the consolidated statements of income and the total amounts for the respective line item affected for the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended September 30, 2025
	Interest Income		Interest Expense
(in thousands)	Loans, including fees		Deposits		Long-term debt
Total interest income/expense amounts presented in the consolidated statements of income	$	680,441	$	281,523	$	38,668

Gain (loss) on cash flow hedging relationships:(1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI, pre-tax, to interest income on loans	$	(13,993)	$	—	$	—
Pre-tax income (loss) recognized on cash flow hedges	$	(13,993)	$	—	$	—

Gain (loss) on fair value hedging relationships:
Amounts related to interest settlements on derivatives	$	—	$	(1,559)	$	(1,280)
Recognized on derivatives	—		1,056		(3,169)
Recognized on hedged items	—		(1,056)		3,169
Pre-tax income (loss) recognized on fair value hedges	$	—	$	(1,559)	$	(1,280)

	Three Months Ended September 30, 2024
	Interest Income		Interest Expense
(in thousands)	Loans, including fees		Deposits		Long-term debt
Total interest income/expense amounts presented in the consolidated statements of income	$	700,657	$	345,314	$	24,055

Gain (loss) on cash flow hedging relationships:(1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI, pre-tax, to interest income on loans	$	(36,768)	$	—	$	—
Pre-tax income (loss) recognized on cash flow hedges	$	(36,768)	$	—	$	—

Gain (loss) on fair value hedging relationships:
Amounts related to interest settlements on derivatives	$	—	$	(5,626)	$	(3,052)
Recognized on derivatives	—		15,078		14,490
Recognized on hedged items	—		(15,078)		(14,490)
Pre-tax income (loss) recognized on fair value hedges	$	—	$	(5,626)	$	(3,052)


	Nine Months Ended September 30, 2025
	Interest Income		Interest Expense
(in thousands)	Loans, including fees		Deposits		Long-term debt
Total interest income/expense amounts presented in the consolidated statements of income	$	1,986,504	$	842,157	$	102,102

Gain (loss) on cash flow hedging relationships:(1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI, pre-tax, to interest income on loans	$	(49,119)	$	—	$	—
Pre-tax income (loss) recognized on cash flow hedges	$	(49,119)	$	—	$	—

Gain (loss) on fair value hedging relationships:
Amounts related to interest settlements on derivatives	$	—	$	(6,810)	$	(5,591)
Recognized on derivatives	—		12,645		19,158
Recognized on hedged items	—		(12,645)		(19,158)
Pre-tax income (loss) recognized on fair value hedges	$	—	$	(6,810)	$	(5,591)

	Nine Months Ended September 30, 2024
	Interest Income		Interest Expense
(in thousands)	Loans, including fees		Deposits		Long-term debt
Total interest income/expense amounts presented in the consolidated statements of income	$	2,093,942	$	1,013,734	$	82,041

Gain (loss) on cash flow hedging relationships:(1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI, pre-tax, to interest income on loans	$	(113,118)	$	—	$	—
Pre-tax income (loss) recognized on cash flow hedges	$	(113,118)	$	—	$	—

Gain (loss) on fair value hedging relationships:
Amounts related to interest settlements on derivatives	$	—	$	(18,151)	$	(10,394)
Recognized on derivatives	—		15,480		13,486
Recognized on hedged items	—		(15,480)		(13,486)
Pre-tax income (loss) recognized on fair value hedges	$	—	$	(18,151)	$	(10,394)

(1) See "Part I - Item 1. Financial Statements and Supplementary Data - Note 4 - Shareholders' Equity and Other Comprehensive Income (Loss)" for gain (loss) recognized on cash flow hedging relationships in AOCI.

The following table presents the carrying amount and associated cumulative basis adjustment related to the application of hedge accounting that is included in the carrying amount of the hedged assets/(liabilities) in fair value hedging relationships.


	September 30, 2025						December 31, 2024
	Hedged Items Currently Designated				Hedged Items No Longer Designated		Hedged Items Currently Designated				Hedged Items No Longer Designated
(in thousands)	Carrying Amount of Assets/(Liabilities)		Hedge Accounting Basis Adjustment				Carrying Amount of Assets/(Liabilities)		Hedge Accounting Basis Adjustment
Interest-bearing deposits	$	(950,000)	$	(8,353)	$	—	$	(1,050,000)	$	4,292	$	—
Long-term debt	(699,565)		(7,572)		5,713		(1,048,535)		11,585		9,809

The pre-tax effect of changes in fair value from derivative instruments not designated as hedging instruments in the consolidated statements of income for the three and nine months ended September 30, 2025 and 2024 is presented below.


		Gain (Loss) Recognized in Consolidated Statements of Income
		Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	Location in Consolidated Statements of Income	2025		2024		2025		2024
Derivatives not designated as hedging instruments:
Interest rate contracts(1)	Capital markets income	$	(361)	$	66	$	(99)	$	219
Mortgage derivatives - interest rate lock commitments	Mortgage banking income	(138)		101		540		186
Mortgage derivatives - forward commitments to sell fixed-rate mortgage loans	Mortgage banking income	353		(215)		(352)		376
Risk participation agreements	Capital markets income	(7)		(11)		(15)		(9)
Foreign exchange contracts	Capital markets income	1,686		(1,233)		(2,033)		(701)
Visa derivative	Other non-interest expense	(2,911)		(8,700)		(5,111)		(8,700)
Total derivatives not designated as hedging instruments		$	(1,378)	$	(9,992)	$	(7,070)	$	(8,629)

(1) Gain (loss) represents net fair value adjustments (including credit related adjustments) for client swaps.

Note 7 - Net Income Per Common Share

The following table displays a reconciliation of the information used in calculating basic and diluted net income per common share for the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2025		2024		2025		2024
Basic Net Income Per Common Share:
Net income available to common shareholders	$	185,590	$	169,628	$	575,601	$	260,709
Weighted average common shares outstanding	138,803		143,144		139,452		145,039
Net income per common share, basic	$	1.34	$	1.19	$	4.13	$	1.80
Diluted Net Income Per Common Share:
Net income available to common shareholders	$	185,590	$	169,628	$	575,601	$	260,709
Weighted average common shares outstanding	138,803		143,144		139,452		145,039
Effect of dilutive outstanding equity-based awards	809		835		837		679
Weighted average diluted common shares	139,612		143,979		140,289		145,718
Net income per common share, diluted	$	1.33	$	1.18	$	4.10	$	1.79

Diluted net income per common share incorporates the potential impact of contingently issuable shares such as those related to outstanding stock options, restricted share units (RSUs), and performance share units (PSUs), including awards which require future service and meeting certain performance and market metrics as a condition of delivery of the underlying common stock. During periods where the effect of these instruments is antidilutive, meaning their inclusion would increase earnings per share, they are excluded from the calculation.

For both the three and nine months ended September 30, 2025, there were approximately 9 thousand shares related to RSUs and PSUs that were excluded from the diluted EPS calculation because they were antidilutive. These shares primarily relate to unvested PSUs where the performance conditions were not met or not probable of being met. There were no shares excluded for the same periods related to stock options that would have been antidilutive.

For both the three and nine months ended September 30, 2024, there were 21 thousand shares excluded from the diluted EPS calculation related to stock options as they would have been antidilutive, due to the exercise prices exceeding the average market price. For the same periods, there were no shares excluded related to RSUs and PSUs that would have been antidilutive.

Note 8 - Commitments and Contingencies

In the normal course of business, Synovus enters into commitments to extend credit such as loan commitments and letters of credit to meet the financing needs of its clients. Synovus uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Synovus also has commitments to fund certain tax credits, CRA partnerships, and other investments.

The contractual amount of these financial instruments represents Synovus' maximum credit risk should the counterparty draw upon the commitment, and should the counterparty subsequently fail to perform according to the terms of the contract. Since many of the commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements. Additionally, certain commitments (primarily consumer) can generally be canceled by providing notice to the borrower.

The ACL associated with unfunded commitments and letters of credit is recorded within other liabilities on the consolidated balance sheets. At September 30, 2025 and December 31, 2024, the ACL for unfunded commitments was $50.7 million and $52.5 million, respectively. Additionally, an immaterial amount of unearned fees relating to letters of credit are recorded within other liabilities on the consolidated balance sheets.

Synovus also invests in tax credit partnerships, CRA partnerships, including SBIC programs, and other investments. The SBIC is a program initiated by the SBA in 1958 to assist in the funding of small business loans.


(in thousands)	September 30, 2025		December 31, 2024
Letters of credit(1)	$	417,621	$	340,385
Commitments to fund commercial and industrial loans	10,000,222		9,956,797
Commitments to fund commercial real estate, construction, and land development loans	2,193,892		2,135,638
Commitments under home equity lines of credit	2,107,011		2,119,616
Unused credit card lines	448,642		446,800
Other loan commitments	554,841		621,659
Total letters of credit and unfunded lending commitments	$	15,722,229	$	15,620,895


Tax credits, CRA partnerships, and other investments:
Carrying amount included in other assets(2)	$	806,987	$	672,803
Permanent and short-term construction loans and letter of credit unfunded commitments(3)	333,625		205,855
Funded portion of permanent and short-term loans and letters of credit(4)	187,048		229,668

(1) Represents the contractual amount net of risk participations purchased of approximately $15.7 million and $16.8 million at September 30, 2025 and December 31, 2024, respectively.

(2) Future funding commitment carrying amounts offset in other liabilities of $426.7 million and $358.5 million at September 30, 2025 and December 31, 2024, respectively.

(3) Represents the contractual amount net of risk participations of $14.8 million and $16.0 million at September 30, 2025 and December 31, 2024, respectively.

(4) Represents the contractual amount net of risk participations of $18.0 million and $16.2 million at September 30, 2025 and December 31, 2024, respectively.

Merchant Services

In accordance with credit and debit card association rules, Synovus provides merchant processing services for clients with a contractual arrangement under which certain sales and processing support are provided through an outside merchant services provider with Synovus owning the merchant contract relationship. In addition, Synovus sponsors various third-party MPS businesses that process credit and debit card transactions on behalf of merchants. In connection with these services, a liability may arise in the event of a billing dispute between the merchant and a cardholder that is ultimately resolved in the cardholder's favor. If the merchant defaults on its obligations, the cardholder, through its issuing bank, generally has until six months after the date of the transaction to present a chargeback to the MPS, which is primarily liable for any losses on covered transactions. However, if a sponsored MPS fails to meet its obligations, then Synovus, as the sponsor, could be held liable for the disputed amount. Synovus seeks to mitigate this risk through its contractual arrangements with the MPS and the merchants by withholding future settlements, retaining cash reserve accounts and/or obtaining other security. For the three and nine months ended September 30, 2025, Synovus and the sponsored entities processed and settled $28.07 billion and $85.40 billion of transactions, respectively.

Legal Proceedings

Synovus and its subsidiaries are subject to various legal proceedings, claims, and disputes that arise in the ordinary course of its business. Additionally, in the ordinary course of business, Synovus and its subsidiaries are subject to regulatory and governmental examinations, information gathering requests, inquiries, and investigations. Synovus, like many other financial institutions, has been the target of legal actions and other proceedings asserting claims for damages and related relief for losses. These actions include, but are not limited to, mortgage loan and other loan put-back claims, claims and counterclaims asserted by individual borrowers related to their loans, allegations of violations of state and federal laws, and regulations relating to banking practices, including putative class action matters. In addition to actual damages, if Synovus does not prevail in such asserted legal actions, credit-related litigation could result in additional write-downs or charge-offs of assets, which could adversely affect Synovus' results of operations during the period in which the write-down or charge-off were to occur.

At least quarterly, Synovus carefully examines and considers each legal matter using then available information, and, in those situations where Synovus determines that a particular legal matter presents loss contingencies that are both probable and reasonably estimable, Synovus establishes an appropriate reserve. An event is considered to be probable if the future event is likely to occur. In the absence of a determination that a loss contingency is both probable and reasonably estimable, no accrual is made. Once established, accruals are adjusted to reflect developments related to these matters. While the final outcome of any legal proceeding is inherently uncertain, based on the information currently available, advice of counsel, and available insurance coverage, management believes that the amounts accrued with respect to legal matters as of September 30, 2025 are adequate.

In addition, where Synovus determines that there is a reasonable possibility of a loss in respect of legal matters, Synovus considers whether it is able to estimate the total reasonably possible loss or range of loss. Under GAAP, an event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely,” and an event is “remote” if the “chance of the future event or events occurring is slight.” In many situations, Synovus may be unable to estimate reasonably possible losses due to the difficulty of predicting outcome of legal matters and the preliminary nature of the legal matters, as well as a variety of other factors and uncertainties. Those matters for which a meaningful estimate is not possible are not included within this estimated range and, therefore, this range does not represent our maximum loss exposure. For those legal matters where Synovus is able to estimate a range of reasonably possible losses, management currently estimates the aggregate range from our outstanding litigation is from zero to $10 million in excess of the amounts accrued, if any, related to those matters. This estimated aggregate range is based upon information currently available to Synovus, and the actual losses could prove to be lower or higher. As there are further developments in these legal matters, Synovus will reassess these matters, and the estimated range of reasonably possible losses may change as a result of this assessment. Based on Synovus' current knowledge and advice of counsel, management presently does not believe that the liabilities arising from these legal matters will have a material adverse effect on Synovus' consolidated financial condition, results of operations, or cash flows. However, in light of the significant uncertainties involved and the large or indeterminate damages sought in some of these matters, it is possible that the ultimate resolution of these legal matters could have a material adverse effect on Synovus' results of operations or financial condition for any particular period.

Any estimate or determination relating to the future resolution of litigation, regulatory or governmental examinations, information gathering requests, inquiries, investigations, or similar matters is inherently uncertain and involves significant judgment. This is particularly true in the early stages of a legal matter, when legal issues and facts have not been well articulated, reviewed, analyzed, and vetted through discovery, preparation for trial or hearings, substantive and productive mediation or settlement discussions, or other actions. It is also particularly true with respect to class action and similar claims involving multiple defendants, matters with complex procedural requirements or substantive issues or novel legal theories, and examinations, investigations, and other actions conducted or brought by regulatory and governmental agencies, in which the normal adjudicative process is not applicable. Accordingly, we usually are unable to determine whether a favorable or unfavorable outcome is remote, reasonably likely, or probable, or to estimate the amount or range of a probable or reasonably likely loss, until relatively late in the course of a legal matter, sometimes not until a number of years have elapsed. Accordingly, our judgments and estimates relating to claims will change from time to time in light of developments, and actual outcomes will differ from our estimates. These differences may be material.

Synovus intends to vigorously pursue all available defenses to these legal matters but will also consider other alternatives, including settlement, in situations where there is an opportunity to resolve such legal matters on terms that Synovus considers to be favorable, including in light of the continued expense and distraction of defending such legal matters. Synovus maintains insurance coverage, which may be available to cover legal fees, or potential losses that might be incurred in connection with such legal matters. The above-noted estimated range of reasonably possible losses does not take into consideration insurance coverage which may or may not be available for the respective legal matters.

Note 9 - Segment Reporting

Synovus' business segments are based on the products and services provided or the clients served and reflect the manner in which financial information is evaluated by the chief operating decision maker (CODM). Synovus' CODM is the Chief Executive Officer. The CODM primarily utilizes revenue and non-interest expense directly attributable to a respective segment as well as actual versus expected credit losses when assessing performance and allocating resources.

Synovus has four major reportable business segments: Wholesale Banking, Community Banking, Consumer Banking, and Financial Management Services. The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to GAAP. As a result, reported segment results are not necessarily comparable with similar information reported by other financial institutions.

The Wholesale Banking business segment serves primarily larger corporate and governmental clients by providing commercial lending, deposit, and capital markets services through specialty teams including middle market, CRE, senior housing, premium finance, structured lending, asset-based lending, public finance, restaurant services, community investment capital, and capital markets.

The Community Banking business segment primarily serves small and medium-sized commercial clients as well as individual private wealth clients using a relationship-based approach. The commercial component of this segment focuses on locally owned and operated businesses. Private wealth services are delivered to the individuals operating the businesses as well as other individuals in the communities in which Community Banking operates. A comprehensive set of banking products are offered to the client set, including a full suite of lending, payments, and depository products as well as financial planning services.

The Consumer Banking business segment serves individual and small business clients through its branch and ATM network, in addition to digital and telephone channels. This segment provides individuals and small businesses with an array of comprehensive banking products and services, including depository accounts, credit and debit cards, payment solutions, goal-based planning, home equity and other consumer loans, and small business lending solutions.

The Financial Management Services business segment serves its clients by providing mortgage, trust services, professional portfolio management for fixed-income securities, securities underwriting and distribution, the execution of securities transactions as a broker/dealer, asset management, financial planning, and family office services, as well as the provision of individual investment advice on equity and other securities.

Functional activities such as treasury, technology, operations, marketing, finance, enterprise risk, legal, human resources, corporate communications, executive management, among others, are included in Treasury and Corporate Other. In addition, certain assets, liabilities, revenue, and expense not allocated or attributable to a particular business segment, such as Synovus' third-party consumer loans, loans held for sale, commercial card, and CIB, as well as certain reconciling items in order to translate segment results that are based on management accounting practices into consolidated results are also included in Treasury and Corporate Other.

Synovus uses a centralized FTP methodology to attribute appropriate net interest income to its business segments. The intent of the FTP methodology is to transfer interest rate risk from the business segments by providing matched duration funding of assets and liabilities. The result is to centralize the financial impact, management, and reporting of interest rate risk in the Treasury and Corporate Other function, where it can be centrally monitored and managed. Treasury and Corporate Other charges (credits) an internal cost of funds for assets held in (or pays for funding provided by) each business segment. The process for determining FTP is based on a number of factors and assumptions, including prevailing market interest rates, the expected lives of various assets and liabilities, and the Company's broader funding profile.

Provision for (reversal of) credit losses is allocated to segments based on historical annualized expected loss rates attributable to the credit risk of loans managed by the segments during the period. By comparison, the consolidated provision for (reversal of) credit losses is determined based on the ACL model using methodologies described in "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" of Synovus' 2024 Form 10-K, with the difference between the consolidated provision for (reversal of) credit losses and the business segments' provision for (reversal of) credit losses reflected in Treasury Corporate and Other.

The following tables present certain financial information for each reportable business segment for the three and nine months ended September 30, 2025 and 2024 and as of September 30, 2025 and December 31, 2024. The application and development of management reporting methodologies is a dynamic process and is subject to periodic enhancements. As these enhancements are made, financial results presented by each reportable business segment may be periodically revised. Loan and deposit transfers occur from time to time between reportable business segments primarily to maintain the migration of clients and relationship managers between segments; however, prior period loan and deposit balances and any related net interest income and FTP are not adjusted for transfers.


	Three Months Ended September 30, 2025
(in thousands)	Wholesale Banking(1)		Community Banking(1)		Consumer Banking(1)		Financial Management Services(1)		Treasury and Corporate Other(2)		Synovus Consolidated
Net interest income (expense)	$	186,300	$	105,612	$	136,631	$	21,882	$	24,270	$	474,695
Provision for (reversal of) credit losses	28,368		11,051		5,248		3,995		(26,972)		21,690
Net interest income (expense) after provision for credit losses	157,932		94,561		131,383		17,887		51,242		453,005
Service charges on deposit accounts	5,943		7,642		12,216		4		498		26,303
Fiduciary and asset management fees	—		—		—		21,039		—		21,039
Card fees	3		8,894		6,729		—		4,268		19,894
Brokerage revenue	—		—		—		21,673		—		21,673
Mortgage banking income	—		—		—		4,374		—		4,374
Capital markets income	10,986		1,622		—		38		1,298		13,944
Other non-interest revenue	4,948		724		1,486		1,569		24,743		33,470
Total non-interest revenue	21,880		18,882		20,431		48,697		30,807		140,697
Salaries and other personnel expense	23,474		26,369		31,363		31,679		84,428		197,313
Other operating expense(1)(2)	8,259		11,092		17,970		7,807		106,288		151,416
Total non-interest expense	31,733		37,461		49,333		39,486		190,716		348,729
Income (loss) before income taxes	$	148,079	$	75,982	$	102,481	$	27,098	$	(108,667)	$	244,973


	Three Months Ended September 30, 2024
(in thousands)	Wholesale Banking(1)		Community Banking(1)		Consumer Banking(1)		Financial Management Services(1)		Treasury and Corporate Other		Synovus Consolidated
Net interest income (expense)	$	181,596	$	100,910	$	136,329	$	26,813	$	(4,908)	$	440,740
Provision for (reversal of) credit losses	31,313		10,617		5,263		4,082		(27,841)		23,434
Net interest income (expense) after provision for credit losses	150,283		90,293		131,066		22,731		22,933		417,306
Service charges on deposit accounts	5,399		7,373		10,520		5		386		23,683
Fiduciary and asset management fees	—		—		—		19,714		—		19,714
Card fees	3		7,363		6,671		—		4,402		18,439
Brokerage revenue	—		—		—		20,810		—		20,810
Mortgage banking income	—		—		—		4,033		—		4,033
Capital markets income	6,906		1,815		—		—		1,563		10,284
Other non-interest revenue	2,637		763		1,787		1,884		19,946		27,017
Total non-interest revenue	14,945		17,314		18,978		46,446		26,297		123,980
Salaries and other personnel expense	21,514		25,543		30,260		30,214		77,283		184,814
Other operating expense(1)	9,091		12,267		19,282		7,727		80,509		128,876
Total non-interest expense	30,605		37,810		49,542		37,941		157,792		313,690
Income (loss) before income taxes	$	134,623	$	69,797	$	100,502	$	31,236	$	(108,562)	$	227,596

(1) Other operating expense for each reportable segment primarily includes, net occupancy, equipment, and software expense, third-party processing and other services, professional fees, and FDIC insurance and other regulatory fees.

(2) Treasury and Corporate Other includes merger-related expense of $23.8 million in the third quarter of 2025 related to the proposed Merger with Pinnacle.


	Nine Months Ended September 30, 2025
(in thousands)	Wholesale Banking(1)		Community Banking(1)		Consumer Banking(1)		Financial Management Services(1)		Treasury and Corporate Other(2)		Synovus Consolidated
Net interest income	$	539,546	$	303,784	$	400,499	$	64,711	$	80,100	$	1,388,640
Provision for (reversal of) credit losses	90,683		32,929		15,895		12,035		(115,687)		35,855
Net interest income after provision for credit losses	448,863		270,855		384,604		52,676		195,787		1,352,785
Service charges on deposit accounts	17,511		22,654		32,889		12		1,609		74,675
Fiduciary and asset management fees	—		—		—		61,288		—		61,288
Card fees	8		28,005		19,955		—		13,285		61,253
Brokerage revenue	—		—		—		62,779		—		62,779
Mortgage banking income	—		—		—		12,147		—		12,147
Capital markets income	22,034		4,253		226		342		6,990		33,845
Other non-interest revenue	11,999		2,567		5,061		4,973		60,710		85,310
Total non-interest revenue	51,552		57,479		58,131		141,541		82,594		391,297
Salaries and other personnel expense	72,762		81,266		91,945		94,423		234,610		575,006
Other operating expense(1)(2)	24,858		32,918		53,787		23,943		261,952		397,458
Total non-interest expense	97,620		114,184		145,732		118,366		496,562		972,464
Income (loss) before income taxes	$	402,795	$	214,150	$	297,003	$	75,851	$	(218,181)	$	771,618


	Nine Months Ended September 30, 2024
(in thousands)	Wholesale Banking(1)		Community Banking(1)		Consumer Banking(1)		Financial Management Services(1)		Treasury and Corporate Other(3)		Synovus Consolidated
Net interest income	$	546,836	$	298,030	$	410,506	$	75,283	$	(36,072)	$	1,294,583
Provision for (reversal of) credit losses	91,616		29,898		15,339		11,868		(44,903)		103,818
Net interest income after provision for credit losses	455,220		268,132		395,167		63,415		8,831		1,190,765
Service charges on deposit accounts	15,759		20,823		30,960		13		848		68,403
Fiduciary and asset management fees	—		—		—		58,455		—		58,455
Card fees	8		23,612		19,734		—		13,989		57,343
Brokerage revenue	—		—		—		63,974		—		63,974
Mortgage banking income	—		—		—		11,395		—		11,395
Capital markets income	18,271		5,306		—		430		7,981		31,988
Other non-interest revenue(3)	8,178		2,403		5,538		4,888		(198,548)		(177,541)
Total non-interest revenue	42,216		52,144		56,232		139,155		(175,730)		114,017
Salaries and other personnel expense	69,269		80,606		90,002		93,772		219,093		552,742
Other operating expense(1)	31,221		35,983		63,351		22,198		232,737		385,490
Total non-interest expense	100,490		116,589		153,353		115,970		451,830		938,232
Income (loss) before income taxes	$	396,946	$	203,687	$	298,046	$	86,600	$	(618,729)	$	366,550

(2) Treasury and Corporate Other includes merger-related expense of $23.8 million in the third quarter of 2025 related to the proposed Merger with Pinnacle.

(3) Treasury and Corporate Other includes a net loss of $256.7 million primarily due to the strategic repositioning of the investment securities portfolio in the second quarter of 2024.


	September 30, 2025
(dollars in thousands)	Wholesale Banking		Community Banking		Consumer Banking		Financial Management Services		Treasury and Corporate Other		Synovus Consolidated
Loans, net of deferred fees and costs	$	25,821,429	$	8,075,467	$	2,603,853	$	5,210,585	$	2,041,900	$	43,753,234
Deposits	$	14,319,619	$	11,126,772	$	17,585,811	$	1,298,703	$	5,672,824	$	50,003,729
Full-time equivalent employees	355		552		1,524		553		1,863		4,847

	December 31, 2024
(dollars in thousands)	Wholesale Banking		Community Banking		Consumer Banking		Financial Management Services		Treasury and Corporate Other		Synovus Consolidated
Loans, net of deferred fees and costs	$	24,677,119	$	7,921,182	$	2,776,305	$	5,263,474	$	1,970,948	$	42,609,028
Deposits	$	15,207,166	$	10,877,394	$	18,365,142	$	1,109,270	$	5,536,387	$	51,095,359
Full-time equivalent employees	336		533		1,491		565		1,771		4,696

ITEM 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this Report, the words “Synovus,” “the Company,” “we,” “us,” and “our” refer to Synovus Financial Corp. together with Synovus Bank and Synovus' other wholly-owned subsidiaries, except where the context requires otherwise.

FORWARD-LOOKING STATEMENTS

Certain statements made or incorporated by reference in this Report which are not statements of historical fact, including those under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Report, constitute forward-looking statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include statements with respect to Synovus' beliefs, plans, objectives, goals, targets, expectations, anticipations, assumptions, estimates, intentions and future performance and involve known and unknown risks, many of which are beyond Synovus' control and which may cause Synovus' actual results, performance or achievements or the financial services industry or economy generally, to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through Synovus' use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “predicts,” “could,” “should,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the outlook for Synovus' future business and financial performance and/or the performance of the financial services industry and economy in general. Forward-looking statements are based on the current beliefs and expectations of Synovus' management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this document. Many of these factors are beyond Synovus' ability to control or predict. These factors include, but are not limited to:


(1)						risks relating to the pending Merger, including the risk that the cost savings and synergies from the Merger may not be fully realized or may take longer than anticipated to be realized; disruption to Synovus’ business and to Pinnacle’s business as a result of the announcement and pendency of the Merger; the risk that the integration of Pinnacle’s and Synovus’ respective businesses and operations will be materially delayed or will be more costly or difficult than expected, including as a result of unexpected factors or events; the failure to obtain the necessary approvals by the shareholders of Synovus or Pinnacle; the amount of the costs, fees, expenses and charges related to the Merger; the ability by each of Synovus and Pinnacle to obtain required governmental approvals of the Merger on the timeline expected, or at all (and the risk that the required governmental approvals may result in the imposition of conditions that could adversely affect the combined company after the closing of the Merger or adversely affect the expected benefits of the Merger); reputational risk and the reaction of each company’s clients, suppliers, employees or other business partners to the proposed Merger; the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing the Merger or the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the dilution caused by the issuance of shares of the combined company’s common stock in the Merger; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; risks related to management and oversight of the expanded business and operations of the combined company following the closing of the Merger; the possibility the combined company is subject to increased scrutiny by, and/or additional regulatory requirements of, governmental authorities as a result of the Merger or expansion of the combined company’s business operations following the Merger; the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Synovus, Pinnacle or the combined company; the risk that any announcements relating to the Merger could have adverse effects on the market price of our common stock; certain restrictions during the pendency of the Merger; the diversion of management’s attention from ongoing business operations and opportunities; the risk that revenues of the combined company following the Merger may be lower than expected and/or the risk that certain expenses of the combined company may be greater than expected; Synovus’ and Pinnacle’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; and effects of the announcement, pendency or completion of the Merger on Synovus’ or Pinnacle’s ability to retain clients and retain and hire key personnel and maintain relationships with Synovus’ and Pinnacle’s suppliers and other business partners, and on Synovus’ and Pinnacle’s operating results and businesses generally;

(2)						an economic downturn and contraction, including a recession, and the resulting effects on our capital, financial condition, credit quality, results of operations, and future growth, including that the strength of the current economic environment could be further weakened by recent trade policies and their impacts on us and our clients, persistent or rising inflation, interest rate fluctuations, changes in fiscal and monetary policy, and geopolitical uncertainty;

(3)						the impact of recent or proposed changes in fiscal, monetary and economic policy, laws, and regulations, or the interpretation or application thereof, and the uncertainty of future implementation and enforcement of these policies and regulations, including persistent inflationary pressures, potential interest rate fluctuations, supply chain issues, and potential changes to government policies related to immigration, trade, and government spending;

(4)						our ability to realize the expected benefits from our strategic initiatives or other operational and execution goals in the time period expected, which could negatively affect our future profitability;

(5)						competition in the financial services industry, including competition from nontraditional banking institutions such as Fintechs and non-bank lenders;


(6)						our ability to attract and retain employees and the impact of senior leadership transitions that are key to our strategic initiatives;

(7)						prolonged periods of inflation and its effects on our business, profitability, and our stock price, as well as the impact on our clients (including the velocity and levels of deposit withdrawals and loan repayment);

(8)						our strategic implementation of new lines of business, new products and services, and new technologies and the expansion of our existing business opportunities with a renewed focus on innovation;

(9)						the impact of adverse developments in the banking industry, on client confidence, liquidity, and regulatory responses to these developments (including increases in the cost of our deposit insurance assessments and increased regulatory scrutiny), our ability to effectively manage our liquidity risk and any growth plans, and the availability of capital and funding;

(10)						changes in the interest rate environment, including changes to the federal funds rate, and competition in our primary market area may result in increased funding costs or reduced earning assets yields, thus reducing margins and net interest income;

(11)						we may be exposed to potential losses in the event of fraud and/or theft, or in the event that a third-party vendor, obligor, or business partner fails to pay amounts due to us under that relationship or under any arrangement that we enter into with them;



(12)						changes in the cost and availability of funding due to changes in the deposit market and credit market;

(13)						restrictions or limitations on access to funds from historical and alternative sources of liquidity could adversely affect our overall liquidity, which could restrict our ability to make payments on our obligations and our ability to support asset growth and sustain our operations and the operations of Synovus Bank;

(14)						we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services industry;

(15)						our current and future information technology system enhancements and operational initiatives, including those related to or involving artificial intelligence, may not be successfully implemented, which could negatively impact our operations;

(16)						our business relationships with, and reliance upon, third parties that have strategic partnerships with us or that provide key components of our business infrastructure, including the costs of services and products provided to us by third parties, and disruptions in service or financial difficulties with a third-party vendor or business relationship;

(17)						our enterprise risk management framework, our compliance program, or our corporate governance and supervisory oversight functions may not identify or address risks adequately, which may result in unexpected losses;

(18)						our asset quality may deteriorate or our allowance for credit losses may prove to be inadequate or may be negatively affected by credit risk exposures;

(19)						the ability of our operational framework to identify and manage risks associated with our business, such as credit risk, compliance risk, reputational risk, cybersecurity risk, and operational risk, including by virtue of our relationships with third-party business partners, as well as our relationships with third-party vendors and other service providers;

(20)						if economic conditions worsen or regulatory capital rules are modified, we may be required to undertake initiatives to improve or conserve our capital position;

(21)						our ability to identify and address cybersecurity risks such as data security breaches, malware, "denial of service" attacks, "hacking," and identity theft, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption, or damage of our systems, increased costs, significant losses, or adverse effects to our reputation;

(22)						the impact on our financial results, reputation, and business if we are unable to comply with all applicable federal and state regulations or other supervisory actions or directives and any necessary capital initiatives;

(23)						we may not be able to identify suitable bank and non-bank acquisition opportunities as part of our growth strategy and even if we are able to identify attractive acquisition opportunities, we may not be able to complete such transactions on favorable terms or realize the anticipated benefits from such acquisitions;

(24)						our ability to receive dividends from our subsidiaries could affect our liquidity, including our ability to pay dividends or take other capital actions;

(25)						our corporate responsibility strategies and initiatives, the scope and pace of which could alter our reputation and shareholder, employee, client, and third-party relationships;

(26)						we could realize losses if we sell assets and the proceeds we receive are lower than the carrying value of such assets;

(27)						our ability to obtain regulatory approval to take certain actions, including any dividends on our common or preferred stock, any repurchases of our common or preferred stock, or any other issuance or redemption of any other regulatory capital instruments, as well as any applications in respect to strategic initiatives;

(28)						our concentrated operations in the Southeastern U.S. make us vulnerable to local economic conditions, local weather catastrophes, public health issues, and other external events;


(29)						the costs and effects of litigation, investigations, or similar matters, or adverse facts and developments related thereto;

(30)						the fluctuation in our stock price and general volatility in the stock market;

(31)						the effects of any damages to our reputation resulting from developments related to any of the items identified above; and

(32)						other factors and other information contained in this Report and in other reports and filings that we make with the SEC under the Exchange Act, including, without limitation, those found in "Part II - Item 1A. Risk Factors" of this Report.

For a discussion of these and other risks that may cause actual results to differ from expectations, refer to “Part I - Item 1A. Risk Factors” and other information contained in Synovus' 2024 Form 10-K and our other periodic filings, including quarterly reports on Form 10-Q and current reports on Form 8-K, that we file from time to time with the SEC. All written or oral forward-looking statements that are made by or are attributable to Synovus are expressly qualified by this cautionary notice. You should not place undue reliance on any forward-looking statements since those statements speak only as of the date on which the statements are made. Synovus undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of new information or unanticipated events, except as may otherwise be required by law.

INTRODUCTION AND CORPORATE PROFILE

Synovus Financial Corp. is a financial services company and a registered bank holding company based in Columbus, Georgia. Through its wholly-owned subsidiary, Synovus Bank, a Georgia state-chartered bank that is a member of the Federal Reserve System, the Company provides commercial and consumer banking in addition to a full suite of specialized products and services, including wealth services, treasury management, mortgage services, premium finance, asset-based lending, structured lending, capital markets, and international banking. Synovus also provides financial planning and investment advisory services through its wholly-owned subsidiaries, Synovus Trust and Synovus Securities.

Synovus Bank is positioned in some of the highest growth markets in the Southeast, with 244 branches and 358 ATMs in Alabama, Florida, Georgia, South Carolina, and Tennessee as of September 30, 2025.

The following financial review summarizes the significant trends, changes in our business, transactions, and other matters affecting Synovus’ results of operations for the three and nine months ended September 30, 2025 compared to the same periods in 2024 and financial condition as of September 30, 2025 compared to December 31, 2024. This discussion supplements, and should be read in conjunction with, the unaudited interim consolidated financial statements and notes thereto contained elsewhere in this Report and the consolidated financial statements of Synovus, the notes thereto, and management’s discussion and analysis contained in Synovus' 2024 Form 10-K.

Management's Discussion and Analysis of Financial Condition and Results of Operations consists of:

•Discussion of Results of Operations - Reviews Synovus' financial performance, as well as selected balance sheet items, items from the statements of income, significant transactions, and certain key ratios that illustrate Synovus' performance.

•Credit Quality, Capital Resources and Liquidity - Discusses credit quality, market risk, capital resources, and liquidity, as well as performance trends. It also includes a discussion of liquidity policies, how Synovus obtains funding, and related performance.

•Additional Disclosures - Discusses additional important matters, including critical accounting policies and non-GAAP financial measures.

A reading of each section is important to fully understand our financial performance.

DISCUSSION OF RESULTS OF OPERATIONS


Table 1 - Consolidated Financial Highlights
	Three Months Ended September 30,								Nine Months Ended September 30,
(dollars in thousands, except per share data)	2025			2024			Change		2025			2024			Change
Net interest income	$	474,695		$	440,740		8	%	$	1,388,640		$	1,294,583		7	%
Provision for (reversal of) credit losses	21,690			23,434			(7)		35,855			103,818			(65)
Non-interest revenue	140,697			123,980			13		391,297			114,017			243
Total revenue	615,392			564,720			9		1,779,937			1,408,600			26
Non-interest expense	348,729			313,690			11		972,464			938,232			4
Income before income taxes	244,973			227,596			8		771,618			366,550			111
Net income attributable to Synovus Financial Corp.	196,994			181,555			9		609,723			292,034			109
Net income available to common shareholders	185,590			169,628			9		575,601			260,709			121
Net income per common share, basic	1.34			1.19			13		4.13			1.80			129
Net income per common share, diluted	1.33			1.18			13		4.10			1.79			129
Net interest margin(1)	3.41		%	3.22		%	19	bps	3.38		%	3.16		%	22 bps
Net charge-off ratio(1)	0.14			0.25			(11)		0.17			0.33			(16)
Return on average assets(1)	1.30			1.21			9		1.36			0.66			70
Return on average common equity(1)	14.36			14.38			(2)		15.50			7.63			nm
Efficiency ratio (TE)	56.5			55.4			110		54.5			66.4			nm

(1) Annualized


	September 30, 2025			June 30, 2025			Sequential Quarter Change			September 30, 2024			Year-Over-Year Change
(dollars in thousands)
Loans, net of deferred fees and costs	$	43,753,234		$	43,536,716		$	216,518		$	43,120,674		$	632,560
Total average loans, quarter	43,299,364			42,818,787			480,577			42,908,426			390,938
Total deposits	50,003,729			49,925,007			78,722			50,193,740			(190,011)
Core deposits (excludes brokered deposits)	44,977,487			45,207,935			(230,448)			45,088,301			(110,814)
Total average deposits, quarter	50,156,822			50,202,754			(45,932)			50,481,071			(324,249)
Non-performing assets ratio	0.53		%	0.59		%	(6)		bps	0.73		%	(20)		bps
Non-performing loans ratio	0.48			0.59			(11)			0.73			(25)
Past due loans over 90 days (as a % of loans)	0.01			0.09			(8)			0.01			—
ACL to loans coverage ratio	1.19			1.18			1			1.24			(5)



CET1 capital ratio	11.22			10.96			26			10.64			58


Total Synovus Financial Corp. shareholders’ equity to total assets ratio	9.62			9.20			42			8.99			63

Third Quarter 2025 Overview

Net income available to common shareholders for the third quarter of 2025 was $185.6 million, or $1.33 per diluted common share, compared to $169.6 million, or $1.18 per diluted common share, for the third quarter of 2024. Net income available to common shareholders for the nine months ended September 30, 2025 was $575.6 million, or $4.10 per diluted common share, compared to $260.7 million, or $1.79 per diluted common share, for the nine months ended September 30, 2024. The year-to-date year-over-year changes were impacted by losses from sales of AFS investment securities totaling $256.7 million in connection with the strategic repositioning of the investment securities portfolio in the second quarter of 2024, higher net interest income from lower funding costs, and a decrease in provision for credit losses driven by improved credit performance, including lower net charge-offs and individually analyzed reserves.

Net interest income for the nine months ended September 30, 2025 was $1.39 billion, up $94.1 million, or 7%, compared to the same period in 2024. Net interest margin was up 22 bps over the comparable nine-month period to 3.38%, driven by lower deposit costs due to effective deposit repricing and remixing and fixed-rate asset repricing. Net interest margin was up 4 bps on a linked quarter basis, largely attributable to higher loan yields and hedge maturities, partially offset by higher interest-earning deposits with other banks.

Non-interest revenue for the third quarter of 2025 was $140.7 million, up $16.7 million, or 13%, compared to the prior year period, primarily driven by higher core banking fees, capital markets income, and other non-interest revenue, and year-to-date was $391.3 million, up significantly compared to the same period in 2024, primarily due to the impact of the aforementioned losses from sales of AFS investment securities in the second quarter of 2024 as well as higher core banking fees.

Non-interest expense for the third quarter of 2025 was $348.7 million, up $35.0 million, or 11%, and year-to-date was $972.5 million, up $34.2 million, or 4%, compared to the same periods in 2024. The increases in both the three and nine months ended September 30, 2025 included $23.8 million in merger-related expense largely related to accounting, investment banking, consulting, and legal fees in association with the pending Merger with Pinnacle.

At September 30, 2025, loans, net of deferred fees and costs, of $43.75 billion increased $1.14 billion from December 31, 2024 primarily driven by C&I loan growth, which included increased production in our high growth business lines, specialty lending and CIB, and increased commercial line utilization. CRE loans increased primarily due to increased loan production. Consumer loan balances decreased due to declines in mortgage loans largely offset by growth in other consumer loans from third-party loans.

Credit metrics at September 30, 2025 included NPAs and NPLs at 53 bps and 48 bps, respectively, and total past due loans at 10 bps as a percentage of total loans. Net charge-offs/average loans for the three and nine months ended September 30, 2025 were 14 bps annualized and 17 bps annualized, respectively, as compared to 25 bps annualized and 33 bps annualized for the three and nine months ended September 30, 2024, respectively. The ACL to loans coverage ratio at September 30, 2025 of 1.19% was 8 bps lower than December 31, 2024 primarily due to improved credit performance and the impact of strong loan growth exceeding loan provisioning. The ACL to NPL coverage ratio was 249% at September 30, 2025 compared to 174% at December 31, 2024.

Total period-end deposits at September 30, 2025 decreased $1.09 billion compared to December 31, 2024 primarily due to a decline in core deposits, partially offset by an increase in brokered deposits. Core time deposits decreased while interest-bearing demand deposits and money market accounts increased due to positive remixing into lower cost deposits. Average deposit costs of 2.23% were relatively flat in the third quarter of 2025 compared to the prior quarter and declined 49 bps compared to prior year, with the year-over-year decline supported by positive remixing within the deposit portfolio as well as the continued benefits of disciplined deposit repricing on the heels of FOMC policy rate changes since late 2024.

At September 30, 2025, Synovus' CET1 ratio of 11.22% improved 38 bps compared to December 31, 2024, as our organic earnings supported capital accretion. During the nine months ended September 30, 2025, Synovus repurchased 2.9 million shares of common stock at an average price of $48.62 per share via open market transactions. In accordance with the Merger Agreement with Pinnacle, Synovus has paused share repurchases through the completion of the Merger.

More detail on Synovus' financial results for the three and nine months ended September 30, 2025 may be found in subsequent sections of "Item 2. – Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Report. See also "Part 1 – Item 1A. – Risk Factors" of Synovus' 2024 Form 10-K.

2025 Updated Fundamental Guidance

The outlook has been slightly revised to reflect our expectations and is based on recent trends and client feedback given what remains a highly uncertain economic environment:

•end of period loan growth of approximately 4.5%

•end of period core deposit(1) growth of approximately 0.5%

•adjusted revenue(2)(3)(4) growth of approximately 6.5%

•adjusted non-interest expense(2)(3) growth of approximately 2.5%

•net charge-off ratio relatively stable from 0.17% year-to-date annualized

•CET1 ratio at year-end of approximately 11.35%

•effective income tax rate of approximately 21%

(1) Excludes brokered deposits.

(2) Non-GAAP financial measure; see "Table 14 - Reconciliation of Non-GAAP Financial Measures" of this Report for applicable reconciliation to the most comparable GAAP measure.

(3) Guidance based on 2024 adjusted revenue of $2.25 billion and adjusted non-interest expense of $1.23 billion.

(4) Base case assumes two 25 bps interest rate cuts (one in October 2025 and one in December 2025) and stable long-term rates.

Pending Merger with Pinnacle Financial Partners, Inc.

On July 24, 2025, Synovus entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pinnacle and Steel Newco Inc., a newly formed Georgia corporation jointly owned by Pinnacle and Synovus (“Newco”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Pinnacle and Synovus will each simultaneously merge with and into Newco (such mergers, collectively, the “Merger”), with Newco continuing as the surviving corporation in the Merger and operating under the Pinnacle Financial Partners, Inc. and Pinnacle Bank brand names. The holding company will be headquartered in Atlanta, Georgia with the bank headquarters in Nashville, Tennessee.

The transaction is expected to close in the first quarter of 2026 pending regulatory and shareholder approvals, and during the third quarter 2025, integration planning was actively underway, with leadership and governance structures aligned to ensure a seamless transition.

On September 30, 2025, Synovus filed its Definitive Proxy Statement and has a special shareholder meeting scheduled on November 6, 2025 for shareholder approval of the Merger.

Refer to "Part I - Item 1. Financial Statements and Supplementary Data - Note 1 - Basis of Presentation and Accounting Policies" and "Part II – Item 1A. Risk Factors - Risks Relating to the Merger with Pinnacle," of this Report for more information.

Loans

The following table compares the composition of the loan portfolio at September 30, 2025, December 31, 2024, and September 30, 2024.


Table 2 - Loans by Portfolio Class
									September 30, 2025 vs. December 31, 2024 Change								September 30, 2025 vs. September 30, 2024 Change
(dollars in thousands)	September 30, 2025				December 31, 2024								September 30, 2024
Commercial, financial and agricultural	$	15,360,223	35.1	%	$	14,498,992	34.0	%	$	861,231	6	%	$	14,563,913	33.8	%	$	796,310	5	%
Owner-occupied	7,868,746		18.0		7,832,137		18.4		36,609		—		8,100,084		18.8		(231,338)		(3)
Total commercial and industrial(1)	23,228,969		53.1		22,331,129		52.4		897,840		4		22,663,997		52.6		564,972		2
Investment properties	11,462,107		26.2		11,181,204		26.2		280,903		3		11,346,549		26.3		115,558		1
1-4 family properties	548,327		1.2		545,918		1.3		2,409		—		528,130		1.2		20,197		4
Land and development	259,306		0.6		287,497		0.7		(28,191)		(10)		302,805		0.7		(43,499)		(14)
Total commercial real estate	12,269,740		28.0		12,014,619		28.2		255,121		2		12,177,484		28.2		92,256		1
Consumer mortgages	5,237,683		12.0		5,288,776		12.4		(51,093)		(1)		5,323,443		12.4		(85,760)		(2)
Home equity	1,842,126		4.2		1,831,287		4.3		10,839		1		1,809,286		4.2		32,840		2
Credit cards	176,367		0.4		185,871		0.4		(9,504)		(5)		181,386		0.4		(5,019)		(3)
Other consumer loans	998,349		2.3		957,346		2.3		41,003		4		965,078		2.2		33,271		3
Total consumer	8,254,525		18.9		8,263,280		19.4		(8,755)		—		8,279,193		19.2		(24,668)		—
Loans, net of deferred fees and costs	$	43,753,234	100.0	%	$	42,609,028	100.0	%	$	1,144,206	3	%	$	43,120,674	100.0	%	$	632,560	1	%

(1) Includes senior housing loans of $2.95 billion, $2.94 billion, and $3.10 billion at September 30, 2025, December 31, 2024, and September 30, 2024, respectively, which are primarily classified as owner-occupied in accordance with our underwriting process.

At September 30, 2025, loans, net of deferred fees and costs of $43.75 billion increased $1.14 billion, or 3%, from December 31, 2024. C&I loans remain the largest component of our loan portfolio, representing 53.1% of total loans, while CRE and consumer loans represent 28.0% and 18.9%, respectively. Our portfolio composition is guided by our strategic growth plan, in conjunction with a comprehensive concentration management policy which sets limits for C&I, CRE, and consumer loan levels as well as sub-categories therein.

Commercial Loans

Total commercial loans (which are comprised of C&I and CRE loans) at September 30, 2025 were $35.50 billion, or 81.1% of the total loan portfolio, compared to $34.35 billion, or 80.6%, at December 31, 2024.

Synovus actively manages and evaluates credit risk associated with its commercial loans through robust underwriting policies and routine loan monitoring in order to identify and mitigate any weakness as early as possible. Synovus’ management, along with its Chief Credit Officer and Credit Risk Committee, continually monitors and evaluates commercial concentrations by property class, industry, and relative to regulatory capital to remain in line with Board-established limits and adapt to changing industry conditions. As part of its risk management efforts, Synovus monitors its commercial loan portfolio on an ongoing basis to assess credit risks, identify emerging risks, and adjust its lending limits taking into account, among other things, (1) the size, complexity, and level of risk of loans and individual borrowers, (2) changes in the level of credit risk at both the borrower and portfolio level, (3) concentrations of credit risk pertaining to both specific industries and geographies in its loan portfolio, (4) loan structure, collateral location and quality, and project progress, and (5) economic forecasts and industry outlook.

Synovus has established recommended credit exposure limits for large commercial lending relationships based on Synovus' internal risk ratings for an individual borrower at the time the lending commitment is approved, with the final exposure limit being determined by the appropriate credit approval committee. Commercial credits are subject to review according to credit risk management monitoring practices as outlined in Synovus' loan policy, as well as a sampling process performed by Synovus Credit Review to ensure uniform application of policies and procedures and to validate risk rating accuracy. Synovus prepares targeted stress tests on a routine basis for its commercial loans. This testing is completed in addition to sensitivity testing completed at the initial extension of credit.

Commercial and Industrial Loans

The C&I loan portfolio represents the largest category of Synovus' loan portfolio and is primarily comprised of general middle market and commercial banking clients across a diverse set of industries as well as certain specialized lending verticals. The following table shows the composition of the C&I loan portfolio aggregated by NAICS code. As of September 30, 2025 and December 31, 2024, 95.0% and 95.1%, respectively, of Synovus' C&I loans are secured by real estate, business equipment, inventory, and other types of collateral.

C&I loans at September 30, 2025 grew $897.8 million from December 31, 2024, driven by production in our high growth business lines, including specialty lending and CIB, and increased commercial line utilization.


Table 3 - Commercial and Industrial Loans by Industry
		September 30, 2025				December 31, 2024
(dollars in thousands)	NAICS Code	Amount		%(1)		Amount		%(1)
Finance and insurance	52	$	5,328,669	22.9	%	$	4,544,785	20.4	%
Health care and social assistance	62	4,348,309		18.7		4,408,753		19.7
Accommodation and food services	72	1,695,914		7.3		1,587,321		7.1
Lessors of real estate	5311	1,360,254		5.9		1,291,763		5.8
Manufacturing	31-33	1,255,749		5.4		1,206,412		5.4
Wholesale trade	42	1,155,873		5.0		1,157,334		5.2
Retail trade	44-45	1,058,133		4.6		1,048,531		4.7
Construction	23	995,800		4.3		981,602		4.4
Other industries(2)		976,472		4.3		955,222		4.3
Other services	81	891,499		3.8		898,924		4.0
Professional, scientific, and technical services	54	843,610		3.6		874,414		3.9
Transportation and warehousing	48-49	830,910		3.6		851,521		3.8
Real estate and rental and leasing other	53	743,580		3.2		839,288		3.8
Arts, entertainment, and recreation	71	542,716		2.3		544,921		2.4
Public administration	92	497,410		2.1		441,107		2.0
Educational services	61	466,257		2.0		474,471		2.1
Agriculture, forestry, fishing, and hunting	11	237,814		1.0		224,760		1.0
Total commercial and industrial loans		$	23,228,969	100.0	%	$	22,331,129	100.0	%

(1) Loan balance in each category expressed as a percentage of total C&I loans.

(2) Comprised of NAICS industries that are less than 1% of total C&I loans.

At September 30, 2025, $15.36 billion of C&I loans, or 35.1% of the total loan portfolio, represented loans originated for the purpose of financing commercial, financial and agricultural business activities. The primary source of repayment on these loans is revenue generated from products or services offered by the business or organization. The secondary source of repayment is the collateral, which consists primarily of equipment, inventory, accounts receivable, time deposits, cash surrender value of life insurance, and other business assets, or refinance.

At September 30, 2025, $7.87 billion of C&I loans, or 18.0% of the total loan portfolio, represented loans originated for the purpose of financing owner-occupied properties. The financing of owner-occupied facilities is considered a C&I loan even though there is improved real estate as collateral such as senior housing facilities. This treatment is a result of the credit decision process, which focuses on cash flow from operations of the business to repay the debt. The secondary source of repayment on these loans is the underlying real estate. These loans are predominantly secured by owner-occupied and other real estate and, to a lesser extent, other types of collateral.

Commercial Real Estate Loans

CRE loans consist primarily of income-producing investment properties loans. Additionally, CRE loans include 1-4 family properties loans as well as land and development loans. Total CRE loans of $12.27 billion increased $255.1 million from December 31, 2024, primarily due to increased loan production.

Investment properties loans consist of construction and mortgage loans for income-producing properties and are primarily made to finance multi-family properties, hotels, office buildings, shopping centers, warehouses and other commercial development properties. Total investment properties loans as of September 30, 2025 were $11.46 billion, or 93.4% of the CRE loan portfolio, and increased $280.9 million from December 31, 2024.

The following table shows the principal categories of the investment properties loan portfolio at September 30, 2025 and December 31, 2024.


Table 4 - Investment Properties Loan Portfolio
	September 30, 2025						December 31, 2024
(dollars in thousands)	Amount		% (1)		Weighted Average LTV %(2)		Amount		% (1)		Weighted Average LTV %(2)
Multi-Family	$	4,184,821	36.6	%	52.6	%	$	4,185,545	37.4	%	52.2	%
Hotels	1,804,352		15.7		52.4		1,769,384		15.8		54.7
Office Buildings	1,617,937		14.1		55.8		1,743,329		15.6		54.2
Shopping Centers	1,392,004		12.1		54.4		1,273,439		11.4		53.0
Warehouses	960,604		8.4		52.3		846,025		7.6		51.7
Other investment property	1,502,389		13.1		52.2		1,363,482		12.2		51.8
Total investment properties loans	$	11,462,107	100.0	%			$	11,181,204	100.0	%

(1) Loan balance in each category expressed as a percentage of total investment properties loans.

(2) LTV calculated by dividing the respective September 30, 2025 and December 31, 2024 commitment amount and senior lien by most recent appraisal (typically at origination).

1-4 Family Properties Loans

1-4 family properties loans include construction loans to home builders and commercial mortgage loans related to 1-4 family rental properties and are almost always secured by the underlying property being financed by such loans. These properties are primarily located in the markets served by Synovus. At September 30, 2025, 1-4 family properties loans totaled $548.3 million, or 4.5% of the CRE loan portfolio, and increased $2.4 million from December 31, 2024.

Land and Development Loans

Land and development loans include commercial and residential development as well as land acquisition loans and are secured by land held for future development, typically in excess of one year. Properties securing these loans are substantially within markets served by Synovus, and loan terms generally include personal guarantees from the principals. Loans in this portfolio are underwritten based on the LTV of the collateral and the capacity of the guarantor(s). Land and development loans of $259.3 million at September 30, 2025 decreased $28.2 million from December 31, 2024.

Consumer Loans

The consumer loan portfolio consists of a wide variety of loan products offered through Synovus' banking network, including first and second residential mortgages, home equity and consumer credit card loans, as well as both secured and unsecured loans from third-party lending. As of September 30, 2025, weighted-average FICO scores within the residential real estate portfolio based on committed balances were 785 for consumer mortgages and 796 for home equity.

Consumer loans at September 30, 2025 of $8.25 billion decreased $8.8 million compared to December 31, 2024. Mortgage loans declined $51.1 million from December 31, 2024 primarily due to payments exceeding new portfolio production, which has been impacted by elevated mortgage interest rates. Other consumer loans increased $41.0 million from December 31, 2024, as fundings outpaced payment activity for third-party loans.

Deposits

Deposits provide the most significant funding source for interest earning assets. The following table shows the composition of period-end deposits as of the dates indicated. See Table 11 - Quarter-to-Date Net Interest Income and Rate/Volume Analysis and Table 12 - Year-to-Date Net Interest Income and Rate/Volume Analysis in this Report for information on average deposits including average rates.


Table 5 - Composition of Period-end Deposits
(dollars in thousands)	September 30, 2025		%(1)		December 31, 2024		%(1)		September 30, 2024		%(1)
Non-interest-bearing demand deposits(2)	$	10,707,764	21.4	%	$	10,974,559	21.5	%	$	11,129,094	22.2	%
Interest-bearing demand deposits(2)	7,428,685		14.9		7,199,671		14.1		6,821,274		13.5
Money market accounts(2)	11,761,671		23.5		11,407,415		22.4		11,031,502		22.0
Savings deposits(2)	955,712		1.9		971,103		1.9		983,171		2.0
Public funds	7,350,285		14.7		7,987,474		15.6		7,047,563		14.0
Time deposits(2)	6,773,370		13.5		7,679,907		15.0		8,075,697		16.1
Brokered deposits	5,026,242		10.1		4,875,230		9.5		5,105,439		10.2
Total deposits	$	50,003,729	100.0	%	$	51,095,359	100.0	%	$	50,193,740	100.0	%
Core deposits(3)	$	44,977,487	89.9	%	$	46,220,129	90.5	%	$	45,088,301	89.8	%

(1) Deposits balance in each category expressed as percentage of total deposits.

(2) Excluding any public funds or brokered deposits.

(3) Core deposits exclude brokered deposits.

Total period-end deposits at September 30, 2025 were down $1.09 billion, or 2%, compared to December 31, 2024 primarily due to a $1.24 billion decrease in core deposits, partially offset by $151.0 million of growth in brokered deposits. The decline in core deposits was primarily attributable to reductions in core time deposits, public funds, and non-interest-bearing demand deposits, partially offset by growth in money market and interest-bearing demand deposits. The decrease in core time deposits and increases in interest-bearing demand deposits and money market accounts are related as positive remixing resulted in a shift to lower cost deposits while the decline in public funds was primarily driven by seasonality. The decline in non-interest-bearing demand deposits was impacted by timing.

Total average deposit costs of 2.23% in the third quarter of 2025 were relatively flat from the prior quarter and declined 49 bps compared to the prior year comparable period, with the year-over-year decline supported by the aforementioned positive remixing within the deposit portfolio as well as the continued benefits of disciplined deposit repricing on the heels of FOMC policy rate changes since late 2024.

As of September 30, 2025 and December 31, 2024, $25.71 billion and $26.40 billion, respectively, of our deposit portfolio was uninsured. The uninsured amounts are estimated based on the methodologies and assumptions used for the Bank's regulatory reporting requirements and includes deposits which are collateralized.

Non-interest Revenue

The following table shows the principal components of non-interest revenue.


Table 6 - Non-interest Revenue
	Three Months Ended September 30,								Nine Months Ended September 30,
(dollars in thousands)	2025		2024		$ Change		% Change		2025		2024		$ Change		% Change
Service charges on deposit accounts	$	26,303	$	23,683	$	2,620	11	%	$	74,675	$	68,403	$	6,272	9	%
Fiduciary and asset management fees	21,039		19,714		1,325		7		61,288		58,455		2,833		5
Card fees	19,894		18,439		1,455		8		61,253		57,343		3,910		7
Brokerage revenue	21,673		20,810		863		4		62,779		63,974		(1,195)		(2)
Mortgage banking income	4,374		4,033		341		8		12,147		11,395		752		7
Capital markets income	13,944		10,284		3,660		36		33,845		31,988		1,857		6
Income from bank-owned life insurance	9,628		8,442		1,186		14		27,991		23,886		4,105		17

Investment securities gains (losses), net	1,742		—		1,742		nm		1,742		(256,660)		258,402		nm


Other non-interest revenue	22,100		18,575		3,525		19		55,577		55,233		344		1
Total non-interest revenue	$	140,697	$	123,980	$	16,717	13	%	$	391,297	$	114,017	$	277,280	243%

Core banking fees (1)	$	53,412	$	47,963	$	5,449	11	%	$	156,526	$	143,612	$	12,914	9	%
Wealth revenue (2)	$	43,184	$	41,126	$	2,058	5	%	$	125,537	$	123,726	$	1,811	1	%

(1) Core banking fees consist of service charges on deposit accounts, card fees, and several other non-interest revenue components including line of credit non-usage fees, letter of credit fees, ATM fee income, and miscellaneous other service charges.

(2) Wealth revenue consists of fiduciary and asset management, brokerage, and insurance revenue, which is within other non-interest revenue.

Three and Nine Months Ended September 30, 2025 compared to September 30, 2024

Non-interest revenue for the third quarter of 2025 and year to date was up compared to the same periods in 2024. The increase for the three months ended September 30, 2025 was primarily driven by higher core banking fees, capital markets income, and other non-interest revenue while the year-to-date increase was primarily due to the impact of losses from sales of AFS investment securities totaling $256.7 million in connection with the strategic repositioning of the investment securities portfolio in the second quarter of 2024, as well as increased core banking fees.

Service charges on deposit accounts, consisting of account analysis fees, NSF fees, and all other service charges increased over the prior year comparable periods. The largest category of service charges, account analysis fees, increased $815 thousand, or 6%, compared to the third quarter of 2024 and were up $3.8 million, or 10%, on a comparable year-to-date basis, primarily due to a reduction in waivers that began in the second quarter of 2024. All other service charges on deposit accounts, including NSF/overdraft fees and monthly fees on consumer demand deposits and small business accounts, increased 16% and 8% for the three and nine months ended September 30, 2025, respectively, in comparison to the same periods in 2024, and were impacted by increases in other retail service charges on deposits from lower waivers on consumer demand deposit accounts.

Fiduciary and asset management fees are derived from providing estate administration, personal trust, corporate trust, corporate bond, investment management, financial planning, and family office services. Fiduciary and asset management fees were up for the three and nine months ended September 30, 2025, compared to the same periods in 2024, primarily driven by higher trust fees from custody and investment advisor fees.

Card fees consist primarily of credit card interchange fees, debit card interchange fees, and merchant revenue. Card fees are reported net of certain associated expense items, including client loyalty program expenses and network expenses. Merchant revenue relates to the fees that are charged to merchant clients based on a percentage of their credit or debit card transaction volume amounts. Card fees for the three and nine months ended September 30, 2025 were up compared to the same periods in 2024, primarily due to higher merchant fees/revenue, including our Qualpay investment.

Brokerage revenue consists primarily of brokerage commissions as well as advisory fees earned from the management of client assets. Brokerage revenue for the third quarter of 2025 increased over the prior year comparable period, with growth mainly attributable to higher market-driven advisory fees partially offset by repurchase volume associated with a single municipal client. The decline for the nine months ended September 30, 2025 compared to the same period in 2024 largely resulted from repurchase volume associated with a single municipal client and decreased rate-driven annuities revenue, partially offset by higher market-driven advisory fees.

Mortgage banking income, consisting of net gains on loan origination/sales activities, increased for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to positive fair market value adjustments attributed to a more favorable interest rate environment.

Capital markets income primarily includes fee income from client derivative transactions, debt capital market transactions, foreign exchange, gains (losses) from sales of SBA loans, as well as other miscellaneous income from capital market transactions. The increase in the third quarter of 2025 compared to the third quarter of 2024 was primarily due to higher client derivative transactions and syndication arranger fees, somewhat offset by lower foreign exchange-related income and a decline in gains on sales of SBA loans. The increase for the nine months ended September 30, 2025 compared to the prior year-to-date period was mostly the result of higher client derivative transactions and syndication arranger fees, partially offset by a decrease in gains on sales of SBA loans and lower debt capital market transaction fees.

Income from BOLI includes increases in the cash surrender value of policies and proceeds from insurance benefits. The increases for the three and nine months ended September 30, 2025 compared to the same periods in 2024 were primarily driven by higher proceeds from insurance benefits.

The main components of other non-interest revenue are fees for letters of credit and unused lines of credit, safe deposit box fees, access fees for ATM use, other service charges and loan servicing fees, earnings on equity method investments, insurance revenue, commercial sponsorship income, including transaction and servicing fees associated with a third-party lending relationship, and other miscellaneous items. The three months ended September 30, 2025 increase compared to the prior year period was largely due to $2.1 million in ORE rental income, in addition to increases in unused lines of credit fees and letter/line of credit fees. The nine months ended September 30, 2025 increase compared to the previous year-to-date period was primarily due to the aforementioned increases in unused lines of credit fees and letter/line of credit fees and ORE rental income, largely offset by a $3.1 million decline in commercial sponsorship income.

Non-interest Expense

The following table summarizes the components of non-interest expense.


Table 7 - Non-interest Expense
	Three Months Ended September 30,								Nine Months Ended September 30,
(dollars in thousands)	2025		2024		$ Change		% Change		2025		2024		$ Change		% Change
Salaries and other personnel expense	$	197,313	$	184,814	$	12,499	7	%	$	575,006	$	552,742	$	22,264	4	%
Net occupancy, equipment, and software expense	49,089		46,977		2,112		4		146,330		140,200		6,130		4
Third-party processing and other services	22,306		21,552		754		3		67,715		63,593		4,122		6
Professional fees	13,307		10,854		2,453		23		33,283		34,140		(857)		(3)
FDIC insurance and other regulatory fees	7,042		7,382		(340)		(5)		23,120		37,694		(14,574)		(39)
Amortization of intangibles	2,627		2,907		(280)		(10)		7,882		8,721		(839)		(10)
Restructuring charges (reversals)	(747)		1,219		(1,966)		nm		(1,968)		2,084		(4,052)		nm
Valuation adjustment to Visa derivative	2,911		8,700		(5,789)		nm		5,111		8,700		(3,589)		nm



Merger-related expense	23,757		—		23,757		nm		23,757		—		23,757		nm
Other operating expense	31,124		29,285		1,839		6		92,228		90,358		1,870		2
Total non-interest expense	$	348,729	$	313,690	$	35,039	11	%	$	972,464	$	938,232	$	34,232	4	%

Three and Nine Months Ended September 30, 2025 compared to September 30, 2024

Non-interest expense for the third quarter of 2025 was $348.7 million, up $35.0 million, or 11%, compared to the third quarter 2024, while year to date was $972.5 million, up $34.2 million, or 4%, compared to the same period in 2024.

The increases included $23.8 million in merger-related expense during the three and nine months ended September 30, 2025, largely related to accounting, investment banking, consulting, and legal fees in association with the pending Merger with Pinnacle.

Salaries and other personnel expense increased for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 primarily due to the impact of headcount additions, merit increases and higher performance-related incentives. Total headcount of 4,923 was up 117, or 2% compared to September 30, 2024, as employees were added in areas associated with certain critical support functions, such as technology, operations, and security, and revenue growth, including the accelerated hiring of relationship managers.

Net occupancy, equipment, and software expense for the three and nine months ended September 30, 2025 increased compared to the three and nine months ended September 30, 2024 primarily due to ongoing investments in technology.

Third-party processing and other services expense includes all third-party core operating system and processing charges as well as third-party loan servicing charges. Third-party processing expense for the nine months ended September 30, 2025 increased compared to the same period in 2024 largely due to enhancements associated with technology and operations infrastructure investments and new business initiatives in addition to higher servicing fees associated with third-party consumer loans.

Professional fees were up for the three months ended September 30, 2025 compared to 2024 largely due to an increase in project/IT-related consulting fees, partially offset by lower litigation expense. The nine months ended September 30, 2025 decrease was mostly due to lower legal fees and litigation expense primarily associated with the process of resolving certain loan relationships, substantially offset by higher project/IT-related consulting fees.

FDIC insurance and other regulatory fees decreased for the nine months ended September 30, 2025 primarily due to an $8.6 million decline in the accrual for the FDIC special assessment, in addition to a lower base assessment rate.

Restructuring charges primarily consist of lease termination and asset impairment charges on offices/branches and severance expense. Restructuring reversals primarily consist of gains on sales of properties and other true-ups to restructuring charges.

During the three and nine months ended September 30, 2025, Synovus recorded valuation adjustments of $2.9 million and $5.1 million, respectively, to the Visa derivative associated with an indemnification agreement following Visa's announcement to fund to its litigation escrow account. In 2024, Synovus recorded a valuation adjustment of $8.7 million to the Visa derivative associated with an indemnification agreement following Visa's announcement to fund its litigation escrow account.

Other operating expense includes advertising, travel, insurance, network and communication, other taxes, subscriptions and dues, other loan and ORE expense, postage and freight, training, business development, supplies, donations, and other miscellaneous expense. Other operating expense for the three months ended September 30, 2025 was up from the comparable period in 2024 primarily due to increases in business development-related travel and advertising expense, and ORE expense, partially offset by efforts to reduce client fraud and other operational losses. Other operating expense for the nine months ended September 30, 2025, was up from the comparable period in 2024 primarily due to higher business development-related expense, and an increase in subscriptions and dues, a donation to our donor advised fund, and increased ORE expense, partially offset by a reduction in client fraud and other operational losses and other prudent expense management efforts.

Income Tax Expense

Income tax expense was $48.5 million for the three months ended September 30, 2025, compared to $46.9 million for the three months ended September 30, 2024, representing effective tax rates of 19.8% and 20.6%, respectively. Income tax expense was $163.1 million for the nine months ended September 30, 2025, compared to $76.5 million for the nine months ended September 30, 2024, representing effective tax rates of 21.1% and 20.9%, respectively.

The effective tax rate was lower for the three month period but higher for the nine months ended September 30, 2025, due to varying levels of pre-tax income and a change in the timing and mix of discrete tax items recognized in the comparable periods in the prior year. Discrete items affecting comparability include tax benefits from share-based compensation, the accrual and release of valuation allowances or reserves for uncertain tax positions, and accounting for changes in tax laws, all of which can vary significantly from period to period.

CREDIT QUALITY, CAPITAL RESOURCES AND LIQUIDITY

Credit Quality

Synovus diligently monitors the quality of its loan portfolio by industry, property type, and geography through a thorough portfolio review process and our analytical risk management tools. Such credit surveillance efforts are part of a broader credit risk management framework which includes Board oversight, as well as management-level committee oversight at varying levels across the portfolio. Governance includes limits across a host of factors, ranging from borrower-specific metrics and concentrations to enterprise-level portfolio concentrations.

These measures are further complemented by an enterprise risk appetite framework, which helps ensure an expansive view across a myriad of credit risks within the portfolio.

At September 30, 2025, credit metrics included NPAs and NPLs at 53 bps and 48 bps, respectively, and total past due loans at 10 bps as a percentage of total loans. Net charge-offs were $15.2 million, or 14 bps annualized, and $54.9 million, or 17 bps annualized, respectively, for the three and nine months ended September 30, 2025.

The table below includes selected credit quality metrics.


Table 8 - Credit Quality Metrics
(dollars in thousands)	September 30, 2025			December 31, 2024			September 30, 2024
Non-performing loans	$	209,327		$	309,164		$	312,964

ORE	22,395			385			386
Non-performing assets	$	231,722		$	309,549		$	313,350
Total loans	$	43,753,234		$	42,609,028		$	43,120,674
Non-performing loans as a % of total loans	0.48		%	0.73		%	0.73		%
Non-performing assets as a % of total loans and ORE	0.53			0.73			0.73
Loans 90 days past due and still accruing	$	3,801		$	48,592		$	4,359
As a % of total loans	0.01		%	0.11		%	0.01		%
Total past due loans and still accruing	$	44,183		$	108,878		$	97,229
As a % of total loans	0.10		%	0.26		%	0.23		%
FDMs	$	65,057		$	104,160		$	108,296
Net charge-offs, quarter	15,227			28,101			27,052
Net charge-offs/average loans, quarter (annualized)	0.14		%	0.26		%	0.25		%
Net charge-offs, year-to-date	$	54,893		$	133,994		$	105,893
Net charge-offs/average loans, year-to-date (annualized)	0.17		%	0.31		%	0.33		%
Provision for (reversal of) loan losses, quarter	$	19,917		$	29,961		$	26,936
Provision for (reversal of) unfunded commitments, quarter	1,773			2,906			(3,502)
Provision for (reversal of) credit losses, quarter	$	21,690		$	32,867		$	23,434
Provision for (reversal of) loan losses, year-to-date	37,569			141,454			111,493
Provision for (reversal of) unfunded commitments, year-to-date	(1,714)			(4,769)			(7,675)
Provision for (reversal of) credit losses, year-to-date	35,855			136,685			103,818
Allowance for loan losses	$	469,521		$	486,845		$	484,985
Reserve for unfunded commitments	50,748			52,462			49,556
Allowance for credit losses	$	520,269		$	539,307		$	534,541
ACL to loans coverage ratio	1.19		%	1.27		%	1.24		%
ALL to loans coverage ratio	1.07			1.14			1.12
ACL/NPLs	248.54			174.44			170.80
ALL/NPLs	224.30			157.47			154.96

Non-performing Assets

Total NPAs were $231.7 million at September 30, 2025, a $77.8 million, or 25%, decrease from December 31, 2024 primarily due to the resolution of several non-performing loan relationships and consistently lower NPL inflows.

Criticized and Classified Loans

Our loan ratings are aligned to federal banking regulators' definitions of pass and criticized categories, which include special mention, substandard, doubtful, and loss. Substandard accruing and non-accruing loans, doubtful, and loss loans are often collectively referred to as classified. Special mention, substandard, doubtful, and loss loans are often collectively referred to as criticized and classified loans. The following table presents a summary of criticized and classified loans. Criticized and classified loans at September 30, 2025 decreased $201.6 million compared to December 31, 2024, primarily due to the upward migration and paydowns of several commercial credits.


Table 9 - Criticized and Classified Loans
(dollars in thousands)	September 30, 2025			December 31, 2024
Special mention	$	649,900		$	755,118
Substandard	821,555			873,121
Doubtful	6,878			52,326
Loss	3,115			2,523
Criticized and Classified loans	$	1,481,448		$	1,683,088
As a % of total loans	3.4		%	4.0		%

Provision for (Reversal of) Credit Losses and Allowance for Credit Losses

The provision for credit losses was $21.7 million and $35.9 million, respectively, for the three and nine months ended September 30, 2025, compared to a provision of $23.4 million and $103.8 million, respectively, for the three and nine months ended September 30, 2024. The decreases were primarily driven by improved performance, including a decrease in net charge-offs and individually analyzed reserves. Net charge-offs for the three and nine months ended September 30, 2025 were $15.2 million and $54.9 million, respectively, as compared to $27.1 million and $105.9 million, respectively, for the three and nine months ended September 30, 2024.

Capital Resources

Synovus and Synovus Bank are required to comply with capital adequacy standards established by our primary federal regulator, the Federal Reserve. Synovus and Synovus Bank measure capital adequacy using the standardized approach under Basel III. Beyond adhering to regulatory capital standards, Synovus also maintains a rigorous capital management and adequacy framework, which includes oversight by both the ALCO and the Board. This effort involves monitoring and managing our capital position in alignment with our Board’s risk appetite framework and with a Board-approved annual capital plan, with a focus on applicable regulatory capital ratios. Our ALCO serves to provide management level oversight within this framework, which may include establishing target operating ranges for certain capital measures, such as CET1, as a means to provide further clarity over the management of our capital position.

At September 30, 2025, Synovus and Synovus Bank's capital levels remained strong and exceeded well-capitalized requirements currently in effect. The following table presents certain ratios used to measure Synovus and Synovus Bank's capitalization.


Table 10 - Capital Ratios
(dollars in thousands)	September 30, 2025			December 31, 2024 (1)
CET1 capital
Synovus Financial Corp.	$	5,467,700		$	5,199,950
Synovus Bank	5,956,818			5,657,947
Tier 1 risk-based capital
Synovus Financial Corp.	6,004,845			5,737,095
Synovus Bank	5,956,818			5,657,947
Total risk-based capital
Synovus Financial Corp.	6,847,089			6,622,462
Synovus Bank	6,666,782			6,373,618
CET1 capital ratio
Synovus Financial Corp.	11.22		%	10.84		%
Synovus Bank	12.25			11.81
Tier 1 risk-based capital ratio
Synovus Financial Corp.	12.33			11.96
Synovus Bank	12.25			11.81
Total risk-based capital to risk-weighted assets ratio
Synovus Financial Corp.	14.05			13.81
Synovus Bank	13.72			13.31
Leverage ratio
Synovus Financial Corp.	10.02			9.55
Synovus Bank	9.95			9.44

(1) Synovus adopted CECL on January 1, 2020, and the December 31, 2024 regulatory capital ratios reflect the final year of Synovus' election of the five-year transition provision.

At September 30, 2025, Synovus' CET1 ratio of 11.22% improved 38 bps compared to December 31, 2024, as our organic earnings supported capital accretion. For additional information on regulatory capital requirements, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 10 - Regulatory Capital" to the consolidated financial statements of Synovus' 2024 Form 10-K. Management reviews the Company's capital position on an ongoing basis and believes, based on internal capital analyses and earnings projections, that Synovus is well positioned to meet relevant regulatory capital standards.

On December 13, 2024, the Board of Directors approved a capital plan that included an anticipated quarterly common stock dividend of $0.39 per share, beginning with the quarterly dividend payable in April 2025, and authorized share repurchases of up to $400 million of common stock and $50 million of preferred stock in 2025. During the three months ended September 30, 2025, Synovus did not repurchase shares of common stock. During the nine months ended September 30, 2025, Synovus repurchased 2.9 million shares of common stock at an average price of $48.62 per share via open market transactions. In accordance with the Merger Agreement with Pinnacle, Synovus has paused share repurchases through the completion of the Merger. The priorities on capital deployment will continue to be loan growth and capital needs related to the Merger.

As Synovus is registered as a bank holding company and has elected to be treated as a financial holding company, we are subject to comprehensive supervision and regulation by the Federal Reserve and are subject to its regulatory reporting requirements. The Federal Reserve also requires bank holding companies meeting certain asset size thresholds, such as us, to establish and maintain a risk committee of its board of directors and appoint a chief risk officer, each meeting certain requirements.

Upon completion of the Merger between Synovus and Pinnacle, the combined company, Newco, would surpass the $100 billion threshold which would designate the new combined company as a Category IV Large Financial Institution according to U.S. regulatory guidelines. This new classification will subject Newco to the Federal Reserve's enhanced prudential standards, designed to ensure risk management capabilities grow in line with our systemic footprint including but not limited to additional rigorous capital planning such as stress testing under the CCAR process, liquidity risk management, resolution planning, and additional governance and reporting requirements. Refer to "Part II – Item 1A. Risk Factors - Risks Relating to the Merger with Pinnacle," of this Report for further information.

Dividends

Synovus has historically paid a quarterly cash dividend to the holders of its common stock. Management and the Board of Directors closely monitor current and projected capital levels, liquidity (including dividends from subsidiaries), financial markets and other economic trends, as well as regulatory requirements regarding the payment of dividends.

Synovus' ability to pay dividends on its common stock and preferred stock is primarily dependent upon dividends and distributions that it receives from its bank and non-banking subsidiaries, which are restricted by various regulations administered by federal and state bank regulatory authorities.

Synovus declared common stock dividends of $162.9 million, or $1.17 per common share, for the nine months ended September 30, 2025, compared to $164.4 million, or $1.14 per common share, for the nine months ended September 30, 2024. In addition, Synovus declared dividends on its preferred stock of $34.1 million for the nine months ended September 30, 2025 compared to $31.3 million for the nine months ended September 30, 2024.

Liquidity

Liquidity represents the extent to which Synovus has readily available sources of funding to meet the needs of depositors, borrowers, and creditors; to support asset growth; and to otherwise sustain operations of Synovus and its subsidiaries, at a reasonable cost, on a timely basis, and without adverse consequences. ALCO monitors Synovus' economic, competitive, and regulatory environment and is responsible for measuring, monitoring, and reporting on liquidity and funding risk as well as market risk.

In accordance with Synovus policies and regulatory guidance, ALCO evaluates contractual and anticipated cash flows under normal and stressed conditions to properly manage the Company’s liquidity profile. Synovus places an emphasis on maintaining numerous sources of current and contingent liquidity to meet its obligations to depositors, borrowers, and creditors on a timely basis. Liquidity is generated through various sources, including, but not limited to, maturities and repayments of loans by clients, maturities and sales of investment securities, and growth in core and wholesale deposits.

Synovus Bank also generates liquidity through the issuance of brokered certificates of deposit and money market accounts. Synovus Bank accesses funds from a broad geographic base to diversify its sources of funding and liquidity. Synovus Bank also has the capacity to access funding through its membership in the FHLB system and the Federal Reserve. Management continuously monitors and maintains appropriate levels of liquidity so as to provide adequate funding sources to manage client deposit withdrawals, loan requests, and other funding demands.

Total deposits at September 30, 2025 decreased $1.09 billion compared to December 31, 2024, primarily due to a $1.24 billion decrease in core deposits, partially offset by $151.0 million of growth in brokered deposits. The decline in core deposits was primarily attributable to reductions in core time deposits, public funds, and non-interest-bearing demand deposits, partially offset by growth in money market and interest-bearing demand deposits. The decrease in core time deposits and increases in interest-bearing demand deposits and money market accounts are related as positive remixing resulted in a shift to lower cost deposits while the decline in public funds was primarily driven by seasonality. The decline in non-interest-bearing demand deposits was impacted by timing. To fund the difference at September 30, 2025, compared to December 31, 2024, between loan growth of $1.14 billion and the aforementioned decline in deposits, long-term FHLB advances (within long-term debt) were leveraged as the balance grew by $1.60 billion compared to December 31, 2024. Synovus continues to proactively manage its liquidity position, which has included the level of brokered deposits, and robust contingent liquidity is maintained across a diverse set of sources which include immediately available funds as well as funds we expect to be available within short notice. Liquidity sources include primary sources such as FHLB borrowing capacity, FRB cash reserves, unencumbered securities, and third-party consumer loans, which includes strategic runoff, while secondary sources consist of the Federal Reserve discount window, Fed Funds lines, and other sources. At September 30, 2025, contingent sources of liquidity totaled approximately $25.1 billion, and based on currently pledged collateral, Synovus Bank had access to FHLB funding of $5.90 billion, subject to FHLB credit policies.

In addition to bank level liquidity management, Synovus must manage liquidity at the Parent Company level for various operating needs, including the servicing of debt, the payment of dividends on our common stock and preferred stock, payment of general corporate expense, and potential capital infusions into subsidiaries. The primary source of liquidity for Synovus consists of dividends from Synovus Bank, which is governed by certain rules and regulations of the GA DBF and the Federal Reserve Bank. Synovus' ability to receive dividends from Synovus Bank in future periods will depend on a number of factors, including, without limitation, Synovus Bank's future profits, asset quality, liquidity, and overall condition. In addition, both the GA DBF and Federal Reserve Bank may require approval to pay dividends, based on certain regulatory statutes and limitations.

Synovus presently believes that the sources of liquidity discussed above, including existing liquid funds on hand, are sufficient to meet its anticipated funding needs. However, if economic conditions were to significantly deteriorate, regulatory capital requirements for Synovus or Synovus Bank were to increase as a result of regulatory directives or otherwise, or Synovus believes it is prudent to enhance current liquidity levels, then Synovus may seek additional liquidity from external sources. Furthermore, Synovus may, from time to time, take advantage of attractive market opportunities to refinance, retire, or repurchase its existing debt, redeem or issue its preferred stock, repurchase shares, or strengthen its liquidity or capital position.

Earning Assets and Sources of Funds

Average earning assets increased $228.3 million in the first nine months of 2025 compared to the same period in 2024. The increase in average earning assets primarily resulted from a $521.4 million increase in interest-earning deposits with other banks, partially offset by a $338.2 million decrease in average total loans, net of unearned income. The increase in interest-earning deposits with other banks was primarily the result of ongoing active management of our liquidity position. The decrease in average total loans, net of unearned income, was largely due to increased paydowns.

Average interest-bearing liabilities increased $1.01 billion for the first nine months of 2025 compared to the same period in 2024. The increase in average interest-bearing liabilities largely resulted from increases of $1.34 billion and $751.3 million in average money market accounts and average interest-bearing demand deposits, respectively, coupled with an increase of $581.9 million in long-term debt, primarily due to our $500.0 million Senior debt issuance in the fourth quarter of 2024, partially offset by decreases of $867.0 million and $656.4 million in average time deposits and average brokered deposits, respectively. The increases in average money market accounts and average interest-bearing demand deposits and decreases in average brokered deposits and average time deposits were correlated, as positive deposit remixing resulted in a shift towards lower cost deposits. Average non-interest-bearing demand deposits decreased $567.2 million for the first nine months of 2025 compared to the same period in 2024 primarily due to the continued pressures from the rate environment, which resulted in shifts into interest-bearing deposits and client deployment of excess funds, which largely occurred in the first half of 2024.

On a sequential quarter basis, net interest income was up $15.1 million, or 3%, and net interest margin for the third quarter of 2025 was up 4 bps compared to the second quarter of 2025. The linked quarter increase in the net interest margin was largely due to higher loan yields and hedge maturities, partially offset by higher interest-earning deposits with other banks balances.

Net Interest Income and Rate/Volume Analysis

The following tables set forth the major components of net interest income and the related annualized yields and rates for the three and nine months ended September 30, 2025 and 2024, as well as the variances between the periods caused by changes in interest rates versus changes in volume.




Table 11 - Quarter-to-Date Net Interest Income and Rate/Volume Analysis
	Three Months Ended September 30,												2025 Compared to 2024
	2025						2024						Change due to (1)
(dollars in thousands)	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate		Volume/ Mix		Yield/ Rate		Increase (Decrease)
Assets
Interest earning assets:
Commercial loans (2) (3)	$	35,041,225	$	572,417	6.48	%	$	34,610,296	$	592,142	6.81	%	$	7,397	$	(27,122)	$	(19,725)
Consumer loans (2)	8,258,139		109,760		5.29		8,298,130		109,908		5.28		(532)		384		(148)
Less: Allowance for loan losses	(464,057)		—		—		(482,863)		—		—		—		—		—
Loans, net	42,835,307		682,177		6.32		42,425,563		702,050		6.59		6,865		(26,738)		(19,873)
Total investment securities(4)	10,494,221		91,440		3.49		10,420,665		87,643		3.36		623		3,174		3,797
Interest-earning deposits with other banks	1,796,065		19,668		4.29		1,374,565		18,440		5.26		5,588		(4,360)		1,228
Federal funds sold and securities purchased under resale agreements	24,695		208		3.30		33,850		363		4.20		(97)		(58)		(155)
Mortgage loans held for sale	33,468		561		6.70		34,890		612		7.01		(25)		(26)		(51)
Other loans held for sale	96,203		577		2.35		83,492		433		2.03		65		79		144
Other earning assets(5)	227,966		2,224		3.90		185,369		2,359		5.09		546		(681)		(135)
Total interest earning assets	$	55,507,925	$	796,855	5.70	%	$	54,558,394	$	811,900	5.92	%	$	13,565	$	(28,610)	$	(15,045)
Cash and due from banks	555,477						476,443
Premises and equipment	379,240						380,003
Other real estate	15,143						666
Cash surrender value of bank-owned life insurance	1,151,651						1,128,877
Other assets(6)	2,476,116						2,639,241
Total assets	$	60,085,552					$	59,183,624
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	11,324,747	$	63,034	2.21	%	$	10,834,829	$	71,786	2.64	%	$	3,260	$	(12,012)	$	(8,752)
Money market accounts	14,306,362		99,698		2.76		13,058,527		104,514		3.18		10,002		(14,818)		(4,816)
Savings deposits	978,165		375		0.15		1,007,962		355		0.14		(11)		31		20
Time deposits	7,147,913		61,142		3.39		8,437,861		93,052		4.39		(14,274)		(17,636)		(31,910)
Brokered deposits	5,059,127		57,274		4.49		5,476,231		75,607		5.49		(5,772)		(12,561)		(18,333)
Federal funds purchased and securities sold under repurchase agreements	73,507		233		1.24		94,629		369		1.53		(81)		(55)		(136)
Other short-term borrowings	—		—		—		2,209		29		5.20		(29)		—		(29)
Long-term debt	2,665,975		38,668		5.75		1,385,836		24,055		6.93		22,361		(7,748)		14,613
Total interest-bearing liabilities	$	41,555,796	$	320,424	3.06	%	$	40,298,084	$	369,767	3.65	%	$	15,456	$	(64,799)	$	(49,343)
Non-interest-bearing demand deposits	11,340,508						11,665,661
Other liabilities	1,504,367						1,967,351
Total equity	5,684,881						5,252,528
Total liabilities and shareholders' equity	$	60,085,552					$	59,183,624
Net interest income and net interest margin, taxable equivalent (7)			$	476,431	3.41	%			$	442,133	3.22	%	$	(1,891)	$	36,189	$	34,298
Less: taxable-equivalent adjustment			1,736						1,393
Net interest income			$	474,695					$	440,740

(1) Changes in rate/volume will equal the increase (decrease) in interest income/expense.

(2) Average loans are shown net of unearned income. NPLs are included. Interest income includes fees as follows: Third Quarter 2025 - $12.7 million, Third Quarter 2024 - $12.7 million.

(3) Reflects taxable-equivalent adjustments, using the statutory federal income tax rate of 21%, in adjusting interest on tax-exempt loans to a taxable-equivalent basis.

(4) Securities are included on an amortized cost basis with yield and net interest margin calculated accordingly.

(5) Includes trading account assets and FHLB and Federal Reserve Bank stock.

(6) Includes average net unrealized gains (losses) on investment securities available for sale of $(350.4) million and $(424.6) million for the Third Quarter 2025 and 2024, respectively.

(7) The net interest margin is calculated by dividing annualized net interest income - TE by average total interest earnings assets.




Table 12 - Year-to-Date Net Interest Income and Rate/Volume Analysis
	Nine Months Ended September 30,												2025 Compared to 2024
	2025						2024						Change due to (1)
(dollars in thousands)	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate		Volume/ Mix		Yield/ Rate		Increase (Decrease)
Assets
Interest earning assets:
Commercial loans (2) (3)	$	34,617,321	$	1,666,671	6.44	%	$	34,852,642	$	1,769,316	6.78	%	$	(11,935)	$	(90,710)	$	(102,645)
Consumer loans (2)	8,260,429		324,808		5.25		8,363,281		328,681		5.24		(4,035)		162		(3,873)
Less: Allowance for loan losses	(472,854)		—		—		(485,540)		—		—		—		—		—
Loans, net	42,404,896		1,991,479		6.28		42,730,383		2,097,997		6.56		(15,970)		(90,548)		(106,518)
Total investment securities(4)	10,661,697		278,512		3.48		10,646,738		238,440		2.99		333		39,739		40,072
Interest-earning deposits with other banks	1,792,886		58,366		4.30		1,271,481		50,988		5.27		20,567		(13,189)		7,378
Federal funds sold and securities purchased under resale agreements	24,891		557		2.95		31,018		788		3.34		(153)		(78)		(231)
Mortgage loans held for sale	32,250		1,516		6.27		34,012		1,773		6.95		(91)		(166)		(257)
Other loans held for sale	84,633		1,478		2.30		66,109		982		1.95		271		225		496
Other earning assets(5)	201,132		6,593		4.37		194,393		7,546		5.19		262		(1,215)		(953)
Total interest earning assets	$	55,202,385	$	2,338,501	5.66	%	$	54,974,134	$	2,398,514	5.83	%	$	5,219	$	(65,232)	$	(60,013)
Cash and due from banks	505,688						510,807
Premises and equipment	381,568						375,574
Other real estate	5,542						6,223
Cash surrender value of bank-owned life insurance	1,147,528						1,121,807
Other assets(6)	2,604,458						2,162,476
Total assets	$	59,847,169					$	59,151,021
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	11,489,775	$	189,501	2.21	%	$	10,738,505	$	206,010	2.56	%	$	14,399	$	(30,908)	$	(16,509)
Money market accounts	14,177,981		290,870		2.74		12,834,830		307,024		3.20		32,100		(48,254)		(16,154)
Savings deposits	988,758		1,050		0.14		1,033,696		946		0.12		(41)		145		104
Time deposits	7,374,919		194,244		3.52		8,241,879		272,976		4.42		(28,687)		(50,045)		(78,732)
Brokered deposits	4,908,916		166,492		4.53		5,565,332		226,778		5.44		(26,723)		(33,563)		(60,286)
Federal funds purchased and securities sold under repurchase agreements	70,428		627		1.17		107,546		1,587		1.94		(538)		(422)		(960)
Other short-term borrowings	—		—		—		60,763		2,514		5.44		(2,471)		(43)		(2,514)
Long-term debt	2,186,879		102,102		6.21		1,604,966		82,041		6.80		29,578		(9,517)		20,061
Total interest-bearing liabilities	$	41,197,656	$	944,886	3.07	%	$	40,187,517	$	1,099,876	3.66	%	$	17,617	$	(172,607)	$	(154,990)
Non-interest-bearing demand deposits	11,377,318						11,944,508
Other liabilities	1,748,845						1,894,545
Total equity	5,523,350						5,124,451
Total liabilities and shareholders' equity	$	59,847,169					$	59,151,021
Net interest income and net interest margin, taxable equivalent (7)			$	1,393,615	3.38	%			$	1,298,638	3.16	%	$	(12,398)	$	107,375	$	94,977
Less: taxable-equivalent adjustment			4,975						4,055
Net interest income			$	1,388,640					$	1,294,583

(1) Changes in rate/volume will equal the increase (decrease) in interest income/expense.

(2) Average loans are shown net of unearned income. NPLs are included. Interest income includes fees as follows: 2025 - $37.5 million, 2024 - $35.7 million.

(3) Reflects taxable-equivalent adjustments, using the statutory federal income tax rate of 21%, in adjusting interest on tax-exempt loans to a taxable-equivalent basis.

(4) Securities are included on an amortized cost basis with yield and net interest margin calculated accordingly.

(5) Includes trading account assets and FHLB and Federal Reserve Bank stock.

(6) Includes average net unrealized gains (losses) on investment securities available for sale of $(405.8) million and $(836.6) million for the nine months ended September 30, 2025 and 2024, respectively.

(7) The net interest margin is calculated by dividing annualized net interest income - TE by average total interest earnings assets.

Market Risk Analysis

Interest rate risk is the primary market risk to which Synovus is potentially exposed. Synovus measures the sensitivity of net interest income to changes in market interest rates through the use of simulation modeling, which incorporates all of Synovus’ earning assets and liabilities. These simulations are used to determine a baseline net interest income projection and the sensitivity of the income profile based on changes in interest rates. These simulations incorporate assumptions and factors, including, but not limited to, changes in market rates, in the size or composition of the balance sheet, and in repricing characteristics as well as client behaviors for both loans and deposits. This includes estimates for deposit repricing characteristics which, for purposes of the sensitivity estimates provided below, relies upon a constant, through-the-cycle total deposit cost beta of approximately 40%-50% as of the most recently reported period. The deposit beta assumptions are based on historical observations and future expectations. This process is reviewed and updated on an ongoing basis in a manner consistent with Synovus’ ALCO governance framework.

The Risk Committee of the Board has chartered the ALCO and approved related policies to aid in the management and governance of various risks, including interest rate risk. The ALCO has an established limit framework for interest rate risk, which is monitored on an ongoing basis and is in alignment with the tolerances and limits as established by the Board. Additionally, Synovus’ ERM framework establishes a Board-approved risk appetite statement, which includes certain quantitative measurements for interest rate risk and helps to ensure management operates within the Board’s established appetite.

Synovus has modeled its baseline net interest income forecast assuming an interest rate projection that is flat to September 30, 2025 interest rate curves, with the federal funds rate at the Federal Reserve’s targeted range of 4.00% to 4.25% as of September 30, 2025 and the prime rate of 7.25% as of September 30, 2025. Synovus has modeled the impact of an immediate change in market interest rates across the yield curve of 100 and 200 bps to determine the sensitivity of net interest income for the next 12 months. As illustrated in the table below, the net interest income sensitivity derived from this simulation suggests that net interest income is projected to increase by 4.8% and 2.4% if interest rates increased by 200 and 100 bps, respectively. Net interest income is projected to decrease by 2.4% and 4.5% if interest rates decreased by 100 and 200 bps, respectively.

The following table represents the estimated sensitivity of net interest income at September 30, 2025, with comparable information for December 31, 2024.


Table 13 - Twelve Month Net Interest Income Sensitivity
	Estimated % Change in Net Interest Income as Compared to Unchanged Rates (for the next 12 months)

Change in Interest Rates (in bps)	September 30, 2025	December 31, 2024
+200	4.8%	4.0%
+100	2.4	2.0
-100	(2.4)	(2.0)
-200	(4.5)	(3.8)

While all of the above estimates are reflective of the general interest rate sensitivity of Synovus, local market conditions, the realized growth and remixing of the balance sheet, as well as the broader macroeconomic environment could all have a significant impact on both the sensitivity and realized level of net interest income. Additionally, should there be differences between realized deposit betas for a given level of rates as compared to the Company's estimates for through-the-cycle betas, this may also have a significant impact on our reported sensitivity and the realized level of net interest income.

The net interest income simulation model is the primary tool utilized to evaluate potential interest rate risks over a shorter-term time horizon. Synovus also evaluates potential longer-term interest rate risk through modeling and evaluation of the sensitivity of the Company's EVE. The EVE measurement process estimates the net fair value of assets, liabilities, and off-balance sheet financial instruments under various interest rate scenarios. Management uses EVE sensitivity analyses as an additional means of measuring interest rate risk and incorporates this form of analysis within its governance and limits framework.

Synovus is also subject to market risk in certain of its fee income business lines. Financial management services revenue, which include trust, brokerage, and asset management fees, can be affected by risk in the securities markets, primarily the equity securities market. A significant portion of the fees in this unit are determined based upon a percentage of asset values. Weaker securities markets and lower equity values have an adverse impact on the fees generated by these operations. Trading account assets, maintained to facilitate brokerage client activity, are also subject to market risk; however, trading activities are limited and subject to risk policy limits. Additionally, Synovus utilizes various tools to measure and manage price risk in its trading portfolio.

Mortgage banking income is also subject to market risk. Mortgage loan originations are sensitive to levels of mortgage interest rates and therefore, mortgage banking income can be negatively impacted during a period of sustained elevated interest rates as we have been experiencing through the cycle. The extension of commitments to clients to fund mortgage loans also subjects Synovus to market risk. This risk is primarily created by the time periods between making the commitment, closing, and delivering the loan. Synovus seeks to minimize its exposure by utilizing various risk management tools, including forward sales commitments and other economic hedges.

Derivative Instruments for Interest Rate Risk Management

Synovus utilizes derivative instruments to manage its exposure to various types of structural interest rate risks by executing end-user derivative transactions designated as hedges. Hedging relationships may be designated as either a cash flow hedge, which mitigates risk exposure to the variability of future cash flows or other forecasted transactions, or a fair value hedge, which mitigates risk exposure to adverse changes in the fair market value of a fixed rate asset or liability due to changes in market interest rates.

As of September 30, 2025 and December 31, 2024, Synovus had $3.85 billion and $4.35 billion, respectively, in notional amounts outstanding of both effective and forward-starting interest rate swaps designated as cash flow hedging instruments to hedge its exposure to contractually specified interest rate risk associated with floating rate loans.

As of September 30, 2025 and December 31, 2024, Synovus had $1.65 billion and $2.10 billion, respectively, in notional amounts outstanding of receive-fixed, pay-variable interest rate swaps designated as fair value hedging instruments to hedge its exposure to the change in the fair value due to fluctuations in market interest rates for outstanding fixed-rate long-term debt and fixed-rate interest-bearing deposits.

Critical Accounting Policies

The accounting and financial reporting policies of Synovus are in accordance with GAAP and conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. Synovus has identified certain of its accounting policies as “critical accounting policies,” consisting of those related to the allowance for credit losses and income taxes. In determining which accounting policies are critical in nature, Synovus has identified the policies that require significant judgment or involve complex estimates. It is management's practice to discuss critical accounting policies with the Board of Directors' Audit Committee on a periodic basis, including the development, selection, implementation, and disclosure of the critical accounting policies. The application of these policies has a significant impact on Synovus’ unaudited interim consolidated financial statements. Synovus’ financial results could differ significantly if different judgments or estimates are used in the application of these policies. All accounting policies described in "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" in Synovus' 2024 Form 10-K should be reviewed for a greater understanding of how we record and report our financial performance. There have been no significant changes to the accounting policies, estimates, and assumptions, or the judgments affecting the application of these estimates and assumptions from those disclosed in Synovus' 2024 Form 10-K.

Non-GAAP Financial Measures

The measures entitled adjusted non-interest revenue, adjusted non-interest expense, adjusted revenue TE, adjusted tangible efficiency ratio, adjusted PPNR, adjusted net income available to common shareholders, adjusted net income per common share, diluted, adjusted return on average assets, adjusted return on average common equity, return on average tangible common equity, adjusted return on average tangible common equity, and tangible common equity ratio, are not measures recognized under GAAP and therefore are considered non-GAAP financial measures. The most comparable GAAP measures to these measures are total non-interest revenue, total non-interest expense, total revenue, efficiency ratio-TE, PPNR, net income available to common shareholders, net income per common share, diluted, return on average assets, return on average common equity, and the ratio of total Synovus Financial Corp. shareholders' equity to total assets, respectively.

Management believes that these non-GAAP financial measures provide meaningful additional information about Synovus to assist management and investors in evaluating Synovus’ operating results, financial strength, the performance of its business, and the strength of its capital position. However, these non-GAAP financial measures have inherent limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of operating results or capital position as reported under GAAP. The non-GAAP financial measures should be considered as additional views of the way our financial measures are affected by significant items and other factors, and since they are not required to be uniformly applied, they may not be comparable to other similarly titled measures at other companies. Adjusted non-interest revenue and adjusted revenue TE are measures used by management to evaluate non-interest revenue and total revenue exclusive of net investment securities gains (losses), fair value adjustments on non-qualified deferred compensation, and other items not indicative of ongoing operations that could impact period-to-period comparisons. Adjusted non-interest expense and the adjusted tangible efficiency ratio are measures utilized by management to measure the success of expense management initiatives focused on reducing recurring controllable operating costs.

Adjusted net income available to common shareholders, adjusted net income per common share, diluted, adjusted return on average assets, adjusted return on average common equity, and adjusted PPNR are measures used by management to evaluate operating results exclusive of items that are not indicative of ongoing operations and impact period-to-period comparisons. Return on average tangible common equity and adjusted return on average tangible common equity are measures used by management to compare Synovus' performance with other financial institutions because it calculates the return available to common shareholders without the impact of intangible assets and their related amortization, thereby allowing management to evaluate the performance of the business consistently. The tangible common equity ratio is used by stakeholders to assess our capital position. The computations of these measures are set forth in the tables below.

Management does not provide a reconciliation for forward-looking non-GAAP financial measures where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the occurrence and the financial impact of various items that have not yet occurred, are out of Synovus’ control, or cannot be reasonably predicted. For the same reasons, Synovus’ management is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.



Table 14 - Reconciliation of Non-GAAP Financial Measures
	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Adjusted non-interest revenue
Total non-interest revenue	$	140,697	$	123,980	$	391,297	$	114,017

Investment securities (gains) losses, net	(1,742)		—		(1,742)		256,660


Fair value adjustment on non-qualified deferred compensation	(2,592)		(2,062)		(5,051)		(4,922)
Adjusted non-interest revenue	$	136,363	$	121,918	$	384,504	$	365,755

Adjusted non-interest expense
Total non-interest expense	$	348,729	$	313,690	$	972,464	$	938,232


Restructuring (charges) reversals	747		(1,219)		1,968		(2,084)
Valuation adjustment to Visa derivative	(2,911)		(8,700)		(5,111)		(8,700)

Merger-related expense	(23,757)		—		(23,757)		—
Fair value adjustment on non-qualified deferred compensation	(2,592)		(2,062)		(5,051)		(4,922)
Adjusted non-interest expense	$	320,216	$	301,709	$	940,513	$	922,526



Table 14 - Reconciliation of Non-GAAP Financial Measures, continued

	Three Months Ended						Nine Months Ended
(in thousands, except per share data)	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Adjusted revenue (TE) and adjusted tangible efficiency ratio
Adjusted non-interest expense	$	320,216		$	301,709		$	940,513		$	922,526
Amortization of intangibles	(2,627)			(2,907)			(7,882)			(8,721)
Adjusted tangible non-interest expense	$	317,589		$	298,802		$	932,631		$	913,805

Net interest income	$	474,695		$	440,740		$	1,388,640		$	1,294,583
Taxable equivalent adjustment	1,736			1,393			4,975			4,055
Net interest income (TE)	$	476,431		$	442,133		$	1,393,615		$	1,298,638

Net interest income	$	474,695		$	440,740		$	1,388,640		$	1,294,583
Total non-interest revenue	140,697			123,980			391,297			114,017
Total revenue	$	615,392		$	564,720		$	1,779,937		$	1,408,600
Taxable equivalent adjustment	1,736			1,393			4,975			4,055
Total (TE) revenue	$	617,128		$	566,113		$	1,784,912		$	1,412,655



Investment securities (gains) losses, net	(1,742)			—			(1,742)			256,660
Fair value adjustment on non-qualified deferred compensation	(2,592)			(2,062)			(5,051)			(4,922)
Adjusted revenue (TE)	$	612,794		$	564,051		$	1,778,119		$	1,664,393
Efficiency ratio (TE)	56.5		%	55.4		%	54.5		%	66.4		%
Adjusted tangible efficiency ratio	51.8			53.0			52.5			54.9

Adjusted pre-provision net revenue
Net interest income	$	474,695		$	440,740		$	1,388,640		$	1,294,583
Total non-interest revenue	140,697			123,980			391,297			114,017
Total non-interest expense	(348,729)			(313,690)			(972,464)			(938,232)
Pre-provision net revenue (PPNR)	$	266,663		$	251,030		$	807,473		$	470,368

Adjusted revenue (TE)	$	612,794		$	564,051		$	1,778,119		$	1,664,393
Adjusted non-interest expense	(320,216)			(301,709)			(940,513)			(922,526)
Adjusted PPNR	$	292,578		$	262,342		$	837,606		$	741,867


Table 14 - Reconciliation of Non-GAAP Financial Measures, continued
	Three Months Ended				Nine Months Ended
(in thousands, except per share data)	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Adjusted net income available to common shareholders and adjusted diluted earnings per share
Net income available to common shareholders	$	185,590	$	169,628	$	575,601	$	260,709



Restructuring charges (reversals)	(747)		1,219		(1,968)		2,084
Valuation adjustment to Visa derivative	2,911		8,700		5,111		8,700



Investment securities (gains) losses, net	(1,742)		—		(1,742)		256,660
Merger-related expense(1)	23,757		—		23,757		—
Tax effect of adjustments(2)	(5,839)		(2,427)		(6,075)		(65,444)
Adjusted net income available to common shareholders	$	203,930	$	177,120	$	594,684	$	462,709
Weighted average common shares outstanding, diluted	139,612		143,979		140,289		145,718
Net income per common share, diluted	$	1.33	$	1.18	$	4.10	$	1.79
Adjusted net income per common share, diluted	1.46		1.23		4.24		3.18


(1) Currently a determination has not been made regarding whether certain merger-related costs will be tax deductible or not, which depends on the ultimate success of the transaction; therefore, merger-related expense has been tax effected using the same marginal tax rate as other adjusted items.
(2) An assumed marginal tax rate of 24.2% for 2025 and 24.5% for 2024 was applied.



Table 14 - Reconciliation of Non-GAAP Financial Measures, continued
	Three Months Ended						Nine Months Ended
(dollars in thousands)	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Adjusted return on average assets (annualized)
Net income	$	196,505		$	180,684		$	608,496		$	290,074




Restructuring charges (reversals)	(747)			1,219			(1,968)			2,084
Valuation adjustment to Visa derivative	2,911			8,700			5,111			8,700


Investment securities (gains) losses, net	(1,742)			—			(1,742)			256,660
Merger-related expense(1)	23,757			—			23,757			—
Tax effect of adjustments(2)	(5,839)			(2,427)			(6,075)			(65,444)
Adjusted net income	$	214,845		$	188,176		$	627,579		$	492,074
Net income annualized	779,612			718,808			813,557			387,471
Adjusted net income annualized	852,374			748,613			839,071			657,296
Total average assets	$	60,085,552		$	59,183,624		$	59,847,169		$	59,151,021
Return on average assets (annualized)	1.30		%	1.21		%	1.36		%	0.66		%
Adjusted return on average assets (annualized)	1.42			1.26			1.40			1.11
(1) Currently a determination has not been made regarding whether certain merger-related costs will be tax deductible or not, which depends on the ultimate success of the transaction; therefore, merger-related expense has been tax effected using the same marginal tax rate as other adjusted items.
(2) An assumed marginal tax rate of 24.2% for 2025 and 24.5% for 2024 was applied.


Table 14 - Reconciliation of Non-GAAP Financial Measures, continued
	Three Months Ended			Nine Months Ended
(dollars in thousands)	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Adjusted return on average common equity, return on average tangible common equity, and adjusted return on average tangible common equity (annualized)
Net income available to common shareholders	$	185,590		$	169,628		$	575,601		$	260,709




Restructuring charges (reversals)	(747)			1,219			(1,968)			2,084

Valuation adjustment to Visa derivative	2,911			8,700			5,111			8,700

Investment securities (gains) losses, net	(1,742)			—			(1,742)			256,660
Merger-related expense(1)	23,757			—			23,757			—
Tax effect of adjustments(2)	(5,839)			(2,427)			(6,075)			(65,444)
Adjusted net income available to common shareholders	$	203,930		$	177,120		$	594,684		$	462,709

Adjusted net income available to common shareholders annualized	$	809,070		$	704,630		$	795,090		$	618,071
Amortization of intangibles, annualized net of tax	7,907			8,735			7,993			8,799
Adjusted net income available to common shareholders excluding amortization of intangibles annualized	$	816,977		$	713,365		$	803,083		$	626,870

Net income available to common shareholders annualized	$	736,308		$	674,824		$	769,576		$	348,246
Amortization of intangibles, annualized net of tax	7,907			8,735			7,993			8,799
Net income available to common shareholders excluding amortization of intangibles annualized	$	744,215		$	683,559		$	777,569		$	357,045

Total average Synovus Financial Corp. shareholders' equity less preferred stock	$	5,127,084		$	4,692,722		$	4,965,040		$	4,563,983
Average goodwill	(480,440)			(480,440)			(480,440)			(480,593)
Average other intangible assets, net	(27,665)			(38,793)			(30,324)			(41,602)
Total average Synovus Financial Corp. tangible shareholders' equity less preferred stock	$	4,618,979		$	4,173,489		$	4,454,276		$	4,041,788
Return on average common equity (annualized)	14.36		%	14.38		%	15.50		%	7.63		%
Adjusted return on average common equity (annualized)	15.78			15.02			16.01			13.54
Return on average tangible common equity (annualized)	16.11			16.38			17.46			8.83
Adjusted return on average tangible common equity (annualized)	17.69			17.09			18.03			15.51
(1) Currently a determination has not been made regarding whether certain merger-related costs will be tax deductible or not, which depends on the ultimate success of the transaction; therefore, merger-related expense has been tax effected using the same marginal tax rate as other adjusted items.
(2) An assumed marginal tax rate of 24.2% for 2025 and 24.5% for 2024 was applied.



Table 14 - Reconciliation of Non-GAAP Financial Measures, continued

(dollars in thousands)	September 30, 2025			December 31, 2024			September 30, 2024
Tangible common equity ratio
Total assets	$	60,485,175		$	60,233,644		$	59,589,628
Goodwill	(480,440)			(480,440)			(480,440)
Other intangible assets, net	(26,436)			(34,318)			(37,207)
Tangible assets	$	59,978,299		$	59,718,886		$	59,071,981

Total Synovus Financial Corp. shareholders' equity	$	5,818,737		$	5,244,557		$	5,355,976
Goodwill	(480,440)			(480,440)			(480,440)
Other intangible assets, net	(26,436)			(34,318)			(37,207)
Preferred stock, no par value	(537,145)			(537,145)			(537,145)
Tangible common equity	$	4,774,716		$	4,192,654		$	4,301,184
Total Synovus Financial Corp. shareholders' equity to total assets ratio	9.62		%	8.71		%	8.99		%
Tangible common equity ratio	7.96			7.02			7.28

ITEM 3. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information presented in the Market Risk Analysis section of the Management's Discussion and Analysis of Financial Condition and Results of Operations section of this Report is incorporated herein by reference.

ITEM 4. – CONTROLS AND PROCEDURES

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by Synovus' management, with the participation of Synovus' Chief Executive Officer and Chief Financial Officer, of the effectiveness of Synovus' disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on that evaluation, Synovus' Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2025, Synovus' disclosure controls and procedures were effective.

There have been no material changes in Synovus' internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, Synovus' internal control over financial reporting.

PART II. – OTHER INFORMATION

ITEM 1. – LEGAL PROCEEDINGS

See "Part I - Item 1. Financial Statements and Supplementary Data - Note 8 - Commitments and Contingencies" of this Report.

ITEM 1A. – RISK FACTORS

In addition to the other information set forth in this Report, in evaluating an investment in the Company's securities, investors should consider carefully, among other things, the risk factors previously disclosed in "Part I - Item IA - Risk Factors" of Synovus' 2024 Form 10-K which could materially affect the Company's business, financial position, results of operations, cash flows, or future results. Please be aware that these risks may change over time and other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, financial condition or results of operations, or the trading price of our securities.

Other than the risk factors set forth below, there are no material changes during the period covered by this Report to the risk factors previously disclosed in our 2024 Form 10-K.

Risks Relating to the Merger with Pinnacle

We have identified certain additional risk factors in connection with the Merger Agreement and the proposed Merger. These risks and the other risks associated with the proposed Merger will be more fully discussed in the joint proxy statement/prospectus that will be included in the registration statement on Form S-4 that Newco intends to file with the SEC in connection with the Merger.

The consummation of the Merger is contingent upon the satisfaction of a number of conditions, including shareholder and regulatory approvals, that may be outside either party’s control and that either party may be unable to satisfy or obtain or which may delay the consummation of the Merger or result in the imposition of conditions that could reduce the anticipated benefits from the Merger or cause the parties to abandon the Merger.

Consummation of the Merger is contingent upon the satisfaction of a number of conditions, some of which are beyond either party’s control, including, among others:

•approval of the Merger Agreement by Synovus’ and Pinnacle’s shareholders;

•authorization for listing on the NYSE of the shares of Newco common stock and Newco preferred stock (or any depositary shares in respect thereof) to be issued in connection with the Merger;

•the receipt of required regulatory approvals;

•effectiveness of the registration statement on Form S-4 to be filed by Newco in connection with the Merger; and

•the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger or any of the other transactions contemplated by the Merger Agreement.

Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including:

•subject to certain exceptions, the accuracy of the representations and warranties of the other party;

•performance in all material respects by the other party of its obligations under the Merger Agreement; and

•receipt by such party of an opinion from its counsel to the effect that such party’s merger with and into Newco will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

These conditions to the closing of the Merger may not be fulfilled in a timely manner, or at all, and, accordingly, the Merger may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after receipt of the requisite approvals by our shareholders or Pinnacle’s shareholders, or either party may elect to terminate the Merger Agreement in certain other circumstances.

As a condition to granting required regulatory approvals, governmental entities may impose conditions, limitations or costs, require divestitures or place restrictions on the conduct of the combined company after the closing of the Merger. Such conditions or changes and the process of obtaining regulatory approvals could, among other things, have the effect of delaying completion of the Merger or of imposing additional costs or limitations on the combined company following the Merger, any of which may have an adverse effect on us or the combined company following the Merger.

Either party may also be subject to lawsuits challenging the Merger, and adverse rulings in these lawsuits may delay or prevent the Merger from being completed or require either party to incur significant costs to defend or settle these lawsuits.

Any delay in completing the Merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected time frame.

We expect to incur substantial expenses related to the Merger.

We have incurred and expect to incur a number of costs associated with the Merger and the integration of our business with Pinnacle’s business. These costs include financial advisory, legal, accounting, consulting and other advisory fees, severance/employee benefit‐related costs, public company filing fees and other regulatory fees and financial printing and other related costs. There are also a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated.

While we have assumed that a certain level of costs will be incurred, there are many factors beyond our control that could affect the total amount or the timing of the integration expenses. Moreover, many of the expenses that we will incur are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale. These integration expenses may result in charges against earnings as a result of the Merger or the integration of our business with Pinnacle’s business, and the amount and timing of such charges are uncertain at present.

We may fail to realize all of the anticipated benefits of the Merger, or those benefits may take longer to realize than expected due to factors that may be outside our control or Pinnacle’s control.

We may fail to realize the anticipated benefits of the proposed Merger, including, among other things, anticipated revenue and cost synergies, due to factors that may be outside either party’s control, including, but not limited to, changes in laws or regulations or in the interpretation of existing laws or regulations, whether caused by a change in government or otherwise, or general economic, political, legislative or regulatory conditions, and the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against us, Pinnacle or the combined company.

Both parties have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on the successful integration of our operations with Pinnacle’s operations in a manner that results in various benefits and that does not materially disrupt existing client relationships or result in decreased revenues due to loss of clients. The process of integrating operations could result in a loss of key personnel or cause an interruption of, or loss of momentum in, the activities of one or more of the combined company’s businesses following the completion of the Merger. Inconsistencies in standards, controls, procedures and policies could adversely affect the combined company following the completion of the Merger. The diversion of management’s attention and any delays or difficulties encountered in connection with the Merger and the integration of Pinnacle’s operations with our operations could have an adverse effect on the business, financial condition, operating results and prospects of the combined company.

If we experience difficulties in the integration process, including those listed above, we may fail to realize the anticipated benefits of the Merger in a timely manner, or at all.

Future results of the combined company may suffer if it does not effectively manage its expanded operations and increased size following the Merger.

Following the Merger, the size of the combined company will increase significantly beyond our current size. The combined company’s future success depends, in part, upon its ability to manage its expanded business and increased size, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurances that the combined company will be successful or that the combined company will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the Merger.

In addition, following the Merger, the combined company may be subject to increased scrutiny by, and/or additional regulatory requirements of, governmental authorities as a result of the Merger or the size, scope and complexity of the combined company’s business operations, which may have an adverse effect on its business, operations or stock price. We expect the combined company will be subject to heightened supervision under the Federal Reserve Board’s enhanced prudential standards for large banks as a result of the combined company having total assets in excess of $100 billion and therefore becoming a Category IV institution under the tailoring framework. The transition to heightened supervision and classification as a Category IV institution is a significant regulatory hurdle and involves additional liquidity risk management requirements, more onerous internal liquidity stress testing and liquidity buffer requirements, supervisory stress testing, the stress capital buffer, additional capital planning requirements, additional reporting to the Federal Reserve and more comprehensive resolution plan filings with the FDIC.

While the Merger is pending, we will be subject to business uncertainties and contractual restrictions that could adversely affect our business and operations.

Uncertainty about the effect of the Merger on employees, clients, suppliers and other persons with whom we or Pinnacle have a business relationship may have an adverse effect on our business, operations and stock price. Existing clients, suppliers and other business partners of ours and of Pinnacle could decide to no longer do business with us or with Pinnacle before the completion of the Merger or with the combined company after the Merger is completed, reducing its anticipated benefits. Both parties are also subject to certain restrictions on the conduct of our respective businesses while the Merger is pending. As a result, certain projects may be delayed or abandoned, and business decisions could be deferred. Employee retention may be challenging for us and Pinnacle before completion of the Merger, as certain employees may experience uncertainty about their future roles with the combined company following the Merger, and these retention challenges will require us to incur additional expenses in order to retain key employees. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company following the Merger, the benefits of the Merger could be materially diminished.

ITEM 2. – UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

(a) None.

(b) None.

On December 13, 2024 the Board of Directors approved share repurchases of up to $400 million of common stock and $50 million of preferred stock in 2025. During the three months ended September 30, 2025, Synovus did not repurchase shares of common stock. In accordance with the Merger Agreement with Pinnacle, Synovus has paused share repurchases through the completion of the Merger.

ITEM 3. – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. – MINE SAFETY DISCLOSURES

None.

ITEM 5. – OTHER INFORMATION

(a) None.

(b) None.

(c) Pursuant to Item 408(a) of Regulation S-K, none of the Company's directors or executive officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended September 30, 2025.

ITEM 6. – EXHIBITS



Exhibit Number						Description

2.1						Agreement and Plan of Merger dated as of July 24, 2025 by and among Synovus, Pinnacle Financial Partners, Inc., and Steel Newco Inc., incorporated by reference to Exhibit 2.1 of Synovus’ Current Report on Form 8-K dated July 25, 2025, as filed with the SEC on July 25, 2025.

10.1						Employment Agreement dated as of July 24, 2025 by and among Synovus, Synovus Bank, and Kevin Blair, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated July 25, 2025, as filed with the SEC on July 25, 2025.

10.2						Employment Agreement dated as of July 24, 2025 by and among Synovus, Synovus Bank, and Andrew J. Gregory, Jr., incorporated by reference to Exhibit 10.2 of Synovus’ Current Report on Form 8-K dated July 25, 2025, as filed with the SEC on July 25, 2025.

3.1						Restated Articles of Incorporation of Synovus, incorporated by reference to Exhibit 3.1 of Synovus’ Current Report on Form 8-K dated April 22, 2020, as filed with the SEC on April 24, 2020.

3.2						Restated Bylaws of Synovus, incorporated by reference to Exhibit 3.2 of Synovus' Current Report on Form 8-K dated April 22, 2020, as filed with the SEC on April 24, 2020.


31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32						Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101						Interactive Data File

104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


	SYNOVUS FINANCIAL CORP.

November 4, 2025	By:	/s/ Andrew J. Gregory, Jr.
Date		Andrew J. Gregory, Jr.
		Executive Vice President and Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

EX-31.1 2 snv_09302025xfilingxex311.htm EX-31.1 Document

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Kevin S. Blair, certify that:


1.			I have reviewed this quarterly report on Form 10-Q of Synovus Financial Corp.;


2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.			The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


			(a)			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under Synovus’ supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to Synovus by others within those entities, particularly during the period in which this report is being prepared;


			(b)			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under Synovus’ supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


			(c)			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


			(d)			Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.			The registrant’s other certifying officer(s) and I have disclosed, based on Synovus’ most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


			(a)			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and


			(b)			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:

November 4, 2025

BY:

/s/ Kevin S. Blair

Kevin S. Blair

Chairman of the Board, Chief Executive Officer, and President

EX-31.2 3 snv_09302025xfilingxex312.htm EX-31.2 Document

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Andrew J. Gregory, Jr., certify that:


1.			I have reviewed this quarterly report on Form 10-Q of Synovus Financial Corp.;


2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.			The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


			(a)			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under Synovus’ supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to Synovus by others within those entities, particularly during the period in which this report is being prepared;


			(b)			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under Synovus’ supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


			(c)			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


			(d)			Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.			The registrant’s other certifying officer(s) and I have disclosed, based on Synovus’ most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


			(a)			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and


			(b)			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:

November 4, 2025

BY:

/s/ Andrew J. Gregory, Jr.

Andrew J. Gregory, Jr.

Executive Vice President and Chief Financial Officer

EX-32 4 snv_09302025xfilingxex32.htm EX-32 Document

Exhibit 32

CERTIFICATION OF PERIODIC REPORT

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Kevin S. Blair, the Chief Executive Officer of Synovus Financial Corp. (the “Company”), and Andrew J. Gregory, Jr., the Chief Financial Officer of the Company, hereby certify that, to the best of their knowledge:


(1)			The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025 (the “Report”) fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934; and


(2)			The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:

November 4, 2025

BY:

/s/ Kevin S. Blair

Kevin S. Blair

Chairman of the Board, Chief Executive Officer, and President

Date:

November 4, 2025

BY:

/s/ Andrew J. Gregory, Jr.

Andrew J. Gregory, Jr.

Executive Vice President and Chief Financial Officer

This certification “accompanies” the Form 10-Q to which it relates, is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q, irrespective of any general incorporation contained in such filing.)