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[Form 4] SYNOVUS FINANCIAL CORP Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Synovus Financial Corp. executive Mary Maurice Young, EVP & Exec. Dir., Treasury, reported several equity award transactions dated 12/11/2025. The filings show performance stock units (PSUs) converting into common stock and related adjustments based on company performance.

The PSUs include a three-year service-based vesting requirement and performance metrics tied to weighted average return on tangible common equity and relative total shareholder return, with payouts ranging from 0% to 150% of target depending on results approved by the Compensation and Human Capital Committee. Based on performance determinations, the reporting person received additional restricted shares and shares from dividend equivalents.

Shares were also withheld at $52.65 per share to cover tax obligations upon vesting. Certain restricted stock units and PSUs had vesting accelerated so that compensation income is recognized in 2025 to mitigate potential excise tax under Sections 280G and 4999 of the Internal Revenue Code in connection with a proposed business combination with Pinnacle Financial Partners, Inc. Following these transactions, the executive directly holds 31,645 shares of Synovus common stock.

Positive

  • None.

Negative

  • None.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Weislogel Katherine

(Last) (First) (Middle)
P.O. BOX 120

(Street)
COLUMBUS GA 31902

(City) (State) (Zip)
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 & Exec. Dir., Treasury
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025
4. If Amendment, Date of 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
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) 5,546 A $52.65 26,428 D
Common Stock 12/11/2025 A 3,710(2) A $52.65 30,138 D
Common Stock 12/11/2025 F 3,967(3) D $52.65 26,171 D
Common Stock 12/11/2025 M(1) 8,170 A $52.65 34,341 D
Common Stock 12/11/2025 A 4,820(4) A $52.65 39,161 D
Common Stock 12/11/2025 F 5,567(3) D $52.65 33,594 D
Common Stock 12/11/2025 F 1,949(5) D $52.65 31,645 D
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 Securities Underlying Derivative Security (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: 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 5,546 (6) 02/16/2026 Common Stock 5,546 $0 0 D
Performance Stock Units (1) 12/11/2025 M 8,170 (6) 02/15/2027 Common Stock 8,170 $0 0 D
Explanation of Responses:
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 2,774 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 936 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 4,084 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 736 shares through the accrual of dividend equivalents.
5. These shares were withheld upon the vesting of restricted stock units to pay tax withholding obligations.
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, Inc. ("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.
Remarks:
/s/ Mary Maurice Young 12/15/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
Synovus Financia

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