Synovus Financial (NYSE: SNV) sells $500M 5.957% subordinated bank notes

Rhea-AI Filing Summary

Synovus Financial Corp., through its subsidiary Synovus Bank, issued $500 million of 5.957% Fixed-to-Fixed Rate Subordinated Bank Notes due 2036 on December 9, 2025. The notes were sold at par in a transaction exempt from Securities Act registration, generating approximately $496 million in net proceeds after underwriting commissions and expenses.

The notes pay a fixed interest rate of 5.957% per year from December 9, 2025 to January 15, 2031. From January 15, 2031 to January 15, 2036, the rate will reset to the then-current Five-year U.S. Treasury Rate plus 2.300% per year. Synovus Bank plans to use the net proceeds for general corporate purposes, giving the bank additional long-term funding and flexibility.

Insights

Bank capital structure analyst

Synovus adds $500M long-term subordinated debt with a fixed-to-fixed reset.

Synovus Bank has issued $500 million of subordinated notes due 2036, providing long-dated funding at a fixed coupon of 5.957% until January 15, 2031. After that reset date, the rate moves to the Five-year U.S. Treasury Rate plus 2.300%, which ties part of the borrowing cost to future Treasury yields.

The notes were sold at par and produced approximately $496 million in net proceeds, which the bank plans to use for general corporate purposes. Because this is subordinated debt rather than equity, it represents additional leverage rather than share dilution. Actual long-term impact will depend on how the bank deploys these funds and how interest rates evolve by the 2031 reset date.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

December 9, 2025

Date of Report

(Date of Earliest Event Reported)

Synovus Financial Corp.

(Exact Name of Registrant as Specified in its Charter)

Georgia			1-10312			58-1134883
(State of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

33 W. 14th Street,, Columbus, Georgia 31901

(Address of principal executive offices) (Zip Code)

(706) 641-6500

(Registrant’s telephone number, including area code)

________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement

On December 9, 2025, Synovus Bank (the “Bank”), a wholly-owned subsidiary of Synovus Financial Corp. (the “Company”), issued $500 million aggregate principal amount of its 5.957% Fixed-to-Fixed Rate Subordinated Bank Notes due 2036 (the “Subordinated Notes”). The Subordinated Notes were issued in an offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

The Subordinated Notes were issued under that certain Issuing, Calculation and Paying Agency Agreement, dated as of December 9, 2025, by and between the Bank and The Bank of New York Mellon Trust Company, N.A., as agent. Subject to any redemption prior to January 15, 2036, the Subordinated Notes will bear interest (i) from and including December 9, 2025, to, but excluding, January 15, 2031, at a fixed rate of 5.957% per annum and (ii) from and including January 15, 2031, to, but excluding, January 15, 2036, at a fixed rate that will be the Five-year U.S. Treasury Rate (as defined in the Subordinated Note) as of the day falling two business days prior to January 15, 2031, plus 2.300% per annum. The Subordinated Notes were sold at par resulting in net proceeds, after underwriting commissions and other estimated offering expenses, of approximately $496 million. The Bank intends to use the net proceeds from the sale of the Subordinated Notes for general corporate purposes.

The foregoing description of the Subordinated Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Subordinated Note, which is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 above and the full text of the Subordinated Note, which is attached hereto as Exhibit 4.1, is incorporated by reference into this Item 2.03.

Item 9.01			Financial Statements and Exhibits
			(d)			Exhibits
			Exhibit No.			Description
			4.1			5.957% Fixed-to-Fixed Rate Subordinated Bank Notes due 2036
			104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signature

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 hereunto duly authorized.

			SYNOVUS FINANCIAL CORP.
Date: December 9, 2025			By: /s/ Allan E. Kamensky
			Name: Allan E. Kamensky
			Title: Executive Vice President and General Counsel

FAQ

What did Synovus Financial Corp. (SNV) announce in this 8-K?

Synovus Bank, a subsidiary of Synovus Financial Corp., announced the issuance of $500 million in 5.957% Fixed-to-Fixed Rate Subordinated Bank Notes due 2036.

What are the key terms of Synovus (SNV) 5.957% subordinated bank notes?

The notes pay 5.957% per year from December 9, 2025 to January 15, 2031, then reset to the Five-year U.S. Treasury Rate plus 2.300% until January 15, 2036.

How much did Synovus (SNV) raise in net proceeds from the subordinated notes?

The notes were sold at par, resulting in approximately $496 million in net proceeds after underwriting commissions and other estimated offering expenses.

How will Synovus Bank use the proceeds from the $500 million subordinated notes?

Synovus Bank intends to use the net proceeds from the sale of the subordinated notes for general corporate purposes.

When do Synovus (SNV) 5.957% subordinated notes mature?

The subordinated bank notes issued by Synovus Bank are due on January 15, 2036, subject to any redemption prior to that date as described in the note terms.

Was the Synovus (SNV) subordinated notes offering registered with the SEC?

No. The $500 million subordinated notes were issued in an offering exempt from the registration requirements of the Securities Act of 1933.