12/15/2025 | Press release | Distributed by Public on 12/15/2025 15:18
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FORM 4
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Howard Kevin Joseph P.O. BOX 120 COLUMBUS, GA 31902 |
EVP, Chief Wholesale Bank. Off | |||
| /s/ Mary Maurice Young | 12/15/2025 | |
| **Signature of Reporting Person | Date |
| * | 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. |