Synovus announces earnings for the fourth quarter 2025 (Form 8-K)

Synovus announces earnings for the fourth quarter 2025

Diluted earnings per share of $1.22 vs. $1.25 in 4Q24

Adjusted diluted earnings per share of $1.45 vs. $1.25 in 4Q24

Surrender of $220 million of lower-yielding BOLI policies reduced 4Q25 diluted EPS by $0.10

COLUMBUS, Ga., Jan. 21, 2026 - Pinnacle Financial Partners, Inc. (NYSE: PNFP) today reported financial results for Synovus Financial Corp. ("Synovus" or "legacy Synovus") for the quarter and year ended Dec. 31, 2025.

"Pinnacle and Synovus both delivered strong results in 2025, demonstrating our commitment to growth amid the pending merger", said Pinnacle President and CEO Kevin Blair. "Legacy Pinnacle grew diluted EPS by 35% and adjusted diluted EPS by 22%, while legacy Synovus achieved increases of 76% and 28%, respectively. These outcomes reflect our team's engagement, client focus and dedication to delivering value for shareholders. This momentum positions us for continued success in 2026 and strengthens our capacity to unify both organizations, building on similar legacies and shared values. Both firms prioritize client service, with legacy Pinnacle earning the No. 1 Net Promoter Score in our footprint and legacy Synovus earning No. 3. Pinnacle's proven operating model remains the foundation of our growth, while Synovus brings extensive expertise, broad reach and operational excellence. Together, we'll build a bank that combines scale with a clear purpose."

Pinnacle and Synovus Merger

The merger of Pinnacle Financial Partners, Inc. (which we may refer to as "legacy Pinnacle") and Synovus closed on Jan. 1, 2026. The combination creates one of the leading regional banks in the industry, positioned for accelerated growth by marrying the cultures of both banks with Pinnacle's proven recruiting model and incentive structures and Synovus' deep talent and capabilities. Integration teams have been working closely together to build the blueprint for Pinnacle's future. While bankers continue to serve clients and recruit top talent with little to no disruption, others will work behind the scenes to execute as seamless an integration effort as possible. Systems and brand conversions are expected in March 2027. Throughout, the primary goal will be to enhance our client's experience.

Synovus Financial Performance - Fourth Quarter 2025 Highlights

•EPS was $1.22 per diluted share, down 8% sequentially, and down 2% from the fourth quarter 2024. Adjusted diluted earnings per share in the fourth quarter 2025 was $1.45, essentially stable from the third quarter 2025, and up 16% year over year.

•Synovus surrendered $220 million of lower-yielding bank-owned life insurance policies, with the proceeds expected to be redeployed into high quality liquid assets at higher yields. This action reduced fourth quarter 2025 diluted EPS by $14.2 million, or $0.10 per share.

•Pre-provision net revenue of $280.1 million increased $13.4 million, or 5%, sequentially and was up $8.8 million, or 3%, compared to the fourth quarter 2024.

•Net interest income rose $9.9 million, or 2%, compared to the prior quarter and was up $29.6 million, or 7%, compared to the fourth quarter 2024. The net interest margin expanded 4 basis points from the third quarter 2025, supported by various factors including continued fixed asset rate repricing and the funding benefits of core deposit growth.

•Period-end loans rose $872.4 million, or 2%, from the third quarter 2025, driven by growth in middle market, corporate and investment banking and specialty lending. Core deposits, which excludes brokered deposits, increased $894.8 million, or 2%, sequentially. Total deposits ended the quarter at $51.32 billion, an increase of $1.32 billion or 3% sequentially, as a result of a focus on deposit production and public funds and middle market account seasonality.

•Non-interest revenue of $145.1 million rose 3% from the third quarter 2025 and increased $19.5 million, or 16%, compared to the fourth quarter 2024. Adjusted non-interest revenue of $144.3 million grew $7.9 million, or 6%, sequentially and rose $19.6 million, or 16%, compared to the fourth quarter 2024. Core banking fees, capital markets revenue and wealth income drove sequential and year-over-year growth.

•Non-interest expense of $349.6 million remained relatively stable, only increasing by $865 thousand sequentially. Adjusted non-interest expense rose 2% from the third quarter to $326.0 million. Compared to fourth quarter 2024, non-interest expense increased 13%, and adjusted non-interest expense rose 5%. Sequential non-interest expense growth was impacted by an increase in incentives and charitable donations which more than offset a FDIC special assessment reversal.

•Credit quality remains healthy. The non-performing loan ratio was 0.57%, the annualized net charge-off ratio for the fourth quarter 2025 was 0.22%, and total past dues were 0.14% of total loans outstanding. Provision for credit losses was $33.0 million, up $11.3 million sequentially and relatively stable compared to $32.9 million in the fourth quarter 2024. The allowance for credit losses ratio (to loans) of 1.19% was stable compared to the third quarter 2025.

•The Common Equity Tier 1 ratio1 increased 6 basis points from the third quarter to 11.28%, as Synovus prepared the balance sheet for the merger with Pinnacle, which closed on January 1, 2026.

Synovus Financial Performance - 2025 Highlights

•Net income available to common shareholders for 2025 was $746.7 million, or $5.33 per diluted share, compared to $439.6 million, or $3.03 per diluted share in 2024. Adjusted EPS was $5.69 per diluted share compared to $4.43 per diluted share in 2024. Growth was primary attributable to higher revenue and lower provision for credit losses.

•Pre-provision net revenue was $1.09 billion in 2025 compared to $741.6 million in 2024, largely due to growth in net interest income and non-interest revenue.

•Net interest income was $1.87 billion in 2025, up from $1.75 billion in the prior year as a result of earning asset growth and net interest margin expansion.

•Period-end loans increased $2.02 billion, or 5%, in 2025, primarily from growth in specialty and corporate and investment banking lending. Period-end deposits were relatively stable, increasing by $228.6 million, driven by growth in brokered, money market, and interest-bearing demand deposits, partially offset by lower time deposits. Net interest margin expansion was primarily a result of deposit cost improvement.

•Non-interest revenue was $536.4 million, up 124% from 2024, primarily due to a $256.7 million securities loss in the second quarter 2024. Adjusted non-interest revenue of $528.8 million grew 8% in 2025, largely driven by treasury management fees, capital markets income and wealth revenue.

•Non-interest expense was $1.32 billion in 2025, up 6% from 2024, impacted primarily by merger expense, headcount additions, merit increases, and higher incentives, partially offset by reversals related to the FDIC special assessment, while adjusted non-interest expense increased 3% year over year to $1.27 billion.

•Credit quality remains healthy. Net charge-offs were 0.18% of average loans compared to 0.31% in 2024. The provision for credit losses declined to $68.9 million in 2025 compared to $136.7 million in the prior year. The allowance for credit losses ratio (to loans) ended the year at 1.19% compared to 1.27% at the end of 2024.

•The year-end Common Equity Tier 1 ratio1 increased 44 basis points year over year to 11.28%.

1 Preliminary

Fourth Quarter 2025 Summary

			Reported																		Adjusted
(dollars in thousands)			4Q25						3Q25						4Q24						4Q25						3Q25						4Q24
Net income available to common shareholders			$	171,054					$	185,590					$	178,848					$	202,551					$	203,930					$	178,331
Diluted earnings per share			1.22						1.33						1.25						1.45						1.46						1.25
Total revenue			629,671						615,392						580,580						630,459						612,794						581,054
Total loans			44,625,627						43,753,234						42,609,028						NA						NA						NA
Total deposits			51,323,922						50,003,729						51,095,359						NA						NA						NA
Return on avg assets (1)			1.18		%				1.30		%				1.25		%				1.39		%				1.42		%				1.25		%
Return on avg common equity(1)			12.62						14.36						14.75						14.94						15.78						14.71
Return on avg tangible common equity(1)			14.09						16.11						16.72						16.66						17.69						16.67
Net interest margin(2)			3.45		%				3.41		%				3.28		%				NA						NA						NA
Efficiency ratio-TE(2)(3)			55.38						56.51						53.15						51.29						51.83						52.69
NCO ratio-QTD			0.22						0.14						0.26						NA						NA						NA
NPA ratio			0.62						0.53						0.73						NA						NA						NA
CET1 ratio(4)			11.28						11.22						10.84						NA						NA						NA

(1) Annualized

(2) Taxable equivalent

(3) Adjusted tangible efficiency ratio

(4) Current period ratio preliminary

NA- not applicable

Balance Sheet

Loans*
(dollars in millions)			4Q25						3Q25						Linked Quarter Change						Linked Quarter % Change						4Q24						Year/Year Change						Year/Year % Change
Commercial & industrial			$	24,288.7					$	23,229.0					$	1,059.7					5		%				$	22,331.1					$	1,957.5					9		%
Commercial real estate			12,097.4						12,269.7						(172.3)						(1)						12,014.6						82.8						1
Consumer			8,239.6						8,254.5						(15.0)						-						8,263.3						(23.7)						-
Total loans			$	44,625.6					$	43,753.2					$	872.4					2		%				$	42,609.0					$	2,016.6					5		%

* Amounts may not total due to rounding

Deposits*
(dollars in millions)			4Q25						3Q25						Linked Quarter Change						Linked Quarter % Change						4Q24						Year/Year Change						Year/Year % Change
Non-interest-bearing DDA			$	10,706.0					$	10,707.8					$	(1.8)					-		%				$	10,974.6					$	(268.6)					(2)		%
Interest-bearing DDA			7,617.3						7,428.7						188.6						3						7,199.7						417.6						6
Money market			11,976.0						11,761.7						214.4						2						11,407.4						568.6						5
Savings			946.2						955.7						(9.5)						(1)						971.1						(24.9)						(3)
Public funds			7,885.5						7,350.3						535.2						7						7,987.5						(102.0)						(1)
Time deposits			6,741.3						6,773.4						(32.0)						-						7,679.9						(938.6)						(12)
Brokered deposits			5,451.6						5,026.2						425.4						8						4,875.2						576.4						12
Total deposits			$	51,323.9					$	50,003.7					$	1,320.2					3		%				$	51,095.4					$	228.6					-		%

* Amounts may not total due to rounding

Income Statement Summary*
(in thousands, except per share data)			4Q25						3Q25						Linked Quarter Change						Linked Quarter % Change						4Q24						Year/Year Change						Year/Year % Change
Net interest income			$	484,577					$	474,695					$	9,882					2		%				$	454,993					$	29,584					7		%
Non-interest revenue			145,094						140,697						4,397						3						125,587						19,507						16
Non-interest expense			349,594						348,729						865						-						309,311						40,283						13
Provision for (reversal of) credit losses			33,015						21,690						11,325						52						32,867						148						-
Income before taxes			$	247,062					$	244,973					$	2,089					1		%				$	238,402					$	8,660					4		%
Income tax expense			65,366						48,468						16,898						35						49,025						16,341						33
Net income			181,696						196,505						(14,809)						(8)						189,377						(7,681)						(4)
Less: Net income (loss) attributable to noncontrolling interest			(561)						(489)						(72)						(15)						(1,049)						488						47
Net income attributable to Synovus Financial Corp.			182,257						196,994						(14,737)						(7)						190,426						(8,169)						(4)
Less: Preferred stock dividends			11,203						11,404						(201)						(2)						11,578						(375)						(3)
Net income available to common shareholders			$	171,054					$	185,590					$	(14,536)					(8)		%				$	178,848					$	(7,794)					(4)		%
Weighted average common shares outstanding, diluted			139,733						139,612						121						-						142,694						(2,961)						(2)
Diluted earnings per share			$	1.22					$	1.33					$	(0.11)					(8)		%				$	1.25					$	(0.03)					(2)		%
Adjusted diluted earnings per share			$	1.45					$	1.46					$	(0.01)					(1)		%				$	1.25					$	0.20					16		%
Effective tax rate			26.46		%				19.79		%																20.56		%

* Amounts may not total due to rounding

NM - not meaningful

Conference Call To Discuss Pinnacle and Synovus' Fourth Quarter Results

Pinnacle Financial Partners, Inc. will host a webcast and conference call at 8:30 a.m. ET on Jan. 22, 2026, to discuss legacy Pinnacle and legacy Synovus' standalone fourth quarter 2025 results and other matters. To access the call for audio only, please call 1-888-506-0062. For the presentation and streaming audio, please access the webcast on the investor relations page of Pinnacle's website at investors.pnfp.com. The replay will be archived for at least 12 months and will be available approximately one hour after the call.

Prior to consummation of the business combination transaction with legacy Pinnacle on Jan. 1, 2026, Synovus was a financial services company based in Columbus, Georgia, with $61 billion in assets. Synovus provided commercial and consumer banking and 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. As of Dec. 31, 2025, Synovus had 244 branches in Georgia, Alabama, Florida, South Carolina and Tennessee.