Synovus Financial Corporation

12/15/2025 | Press release | Distributed by Public on 12/15/2025 15:18

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Howard Kevin Joseph
2. Issuer Name and Ticker or Trading Symbol
SYNOVUS FINANCIAL CORP [SNV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Chief Wholesale Bank. Off
(Last) (First) (Middle)
P.O. BOX 120
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025
(Street)
COLUMBUS, GA 31902
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/11/2025 M(1) 9,358 A $52.65 68,294 D
Common Stock 12/11/2025 A 6,266(2) A $52.65 74,560 D
Common Stock 12/11/2025 F 8,665(3) D $52.65 65,895 D
Common Stock 12/11/2025 M(1) 11,030 A $52.65 76,925 D
Common Stock 12/11/2025 A 6,512(4) A $52.65 83,437 D
Common Stock 12/11/2025 F 9,729(3) D $52.65 73,708 D
Common Stock 12/11/2025 M(5) 2,079 A $ 0 75,787 D
Common Stock 12/11/2025 D(5) 2,079 D $52.65 73,708 D
Common Stock 12/11/2025 M(5) 2,451 A $ 0 76,159 D
Common Stock 12/11/2025 D(5) 2,451 D $52.65 73,708 D
Common Stock 12/11/2025 M(5) 1,652 A $ 0 75,360 D
Common Stock 12/11/2025 D(5) 1,652 D $52.65 73,708 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units (1) 12/11/2025 M 9,358 (6) 02/16/2026 Common Stock 9,358 $ 0 0 D
Performance Stock Units (1) 12/11/2025 M 11,030 (6) 02/15/2027 Common Stock 11,030 $ 0 0 D
Restricted Stock Units (5) 12/11/2025 M 2,079 (6) 02/16/2026 Common Stock 2,079 $ 0 0 D
Restricted Stock Units (5) 12/11/2025 M 2,451 (6) 02/15/2027 Common Stock 2,451 $ 0 2,451 D
Restricted Stock Units (5) 12/11/2025 M 1,652 (6) 02/13/2028 Common Stock 1,652 $ 0 3,305 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Howard Kevin Joseph
P.O. BOX 120
COLUMBUS, GA 31902
EVP, Chief Wholesale Bank. Off

Signatures

/s/ Mary Maurice Young 12/15/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares are subject to performance stock units (the "PSUs"). The PSUs have a service-based vesting component as well as a performance vesting requirement. Under the service-based vesting component, the PSUs vest 100% after three years subject to the reporting person's continued employment with Synovus. Under the performance vesting component, two performance measures (weighted average return on tangible common equity and relative total shareholder return) are measured over a three-year performance period, with each measure impacting one-half of the PSUs awarded to the reporting person. The actual payout of the PSUs may range from 0% to 150% of the target amount based upon the results of the two performance measures during the performance period compared to the performance objective approved by the Compensation and Human Capital Committee of Synovus' Board of Directors.
(2) On February 17, 2023, the reporting person reported the grant of PSUs. Based upon the Company's determination of performance for the relevant performance period, the reporting person received 4,678 additional shares of the Company's restricted stock, such shares representing the amount vested in excess of the target amount of PSUs initially reported on the Form 4 filed in February 2023. In addition, the reporting person received 1,588 shares through the accrual of dividend equivalents.
(3) These shares were withheld upon the vesting of performance stock units to pay tax withholding obligations.
(4) On February 20, 2024, the reporting person reported the grant of PSUs. Based upon the Company's determination of performance for the relevant performance period, the reporting person received 5,516 additional shares of the Company's restricted stock, such shares representing the amount vested in excess of the target amount of PSUs initially reported on the Form 4 filed in February 2024. In addition, the reporting person received 996 shares through the accrual of dividend equivalents.
(5) These shares are subject to restricted stock units that will be settled in cash upon vesting.
(6) The vesting of certain restricted stock units that would otherwise vest in February of 2026 and PSUs that would otherwise vest in accordance with their terms at the end of the 2025 fiscal year or upon the consummation of the proposed business combination with Pinnacle Financial Partners ("Pinnacle"), in each case held by the reporting person, was accelerated so that the compensation income resulting from the settlement of these awards will be recognized by the reporting person in 2025 for the purpose of mitigating the impact of the excise tax that might otherwise be imposed on the reporting person under Sections 280G and 4999 of the Internal Revenue Code in connection with the proposed business combination with Pinnacle.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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