SYNOVUS FINANCIAL CORP — Director's Dealing 2025

Feb 20, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNOVUS FINANCIAL CORP (SNV)
CIK: 0000018349
Period of Report: 2025-02-18

Reporting Person: Wolverton Elizabeth D. (EVP, Head Con. Bank. Brand Exp)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-18	Common Stock	F	1869	$54.47	Disposed	28858	Direct
2025-02-19	Common Stock	M	3148	$55.22	Acquired	32006	Direct
2025-02-19	Common Stock	A	1928	$55.22	Acquired	33934	Direct
2025-02-19	Common Stock	F	2271	$55.22	Disposed	31663	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-19	Performance Stock Units	$	M	3148	Disposed	2025-02-17	Common Stock (3148)	Direct

Footnotes

F1: These shares were withheld upon the vesting of restricted stock units to pay tax withholding obligations.

F2: Includes 612 shares acquired through dividend accruals and through the reporting person's participation in the Company's broad-based employee stock purchase plan.

F3: 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.

F4: On February 22, 2022, the reporting person reported the grant of performance stock units (the "PSUs") with a service-based vesting component as well as a performance-based 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-based vesting component, Synovus' weighted average return on average assets is measured over a three-year performance period. Based upon the Total Shareholder Return Multiplier, the reporting person received 1,372 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 2022. In addition, the reporting person received 556 shares through the accrual of dividend equivalents.

F5: These shares were withheld upon the vesting of performance stock units to pay tax withholding obligations.