Company Overview - Synovus Financial (SNV) is headquartered in Columbus and has experienced a price change of -8.37% this year [3] - The company currently pays a dividend of $0.39 per share, resulting in a dividend yield of 3.32%, which is higher than the Southeast banking industry's yield of 2.44% and the S&P 500's yield of 1.47% [3] Dividend Performance - The current annualized dividend of Synovus Financial is $1.56, reflecting a 2.6% increase from the previous year [4] - Over the past five years, the company has increased its dividend three times year-over-year, with an average annual increase of 4.48% [4] - The current payout ratio is 30%, indicating that the company pays out 30% of its trailing 12-month earnings per share as dividends [4] Earnings Growth Expectations - For the fiscal year 2025, the Zacks Consensus Estimate for earnings is $5.43 per share, which represents a year-over-year earnings growth rate of 22.57% [5] - The company is positioned as a strong dividend play, appealing to income investors [6] Investment Considerations - Synovus Financial is considered a compelling investment opportunity due to its strong dividend profile and current Zacks Rank of 3 (Hold) [6]

Part I. Financial Information [Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Synovus Financial Corp.'s unaudited interim consolidated financial statements, showing increased total assets and net income, primarily due to loan growth and the absence of prior-year investment securities losses [Consolidated Financial Statements](index=6&type=section&id=Consolidated%20Financial%20Statements) Consolidated financial statements reveal total assets grew to **$61.06 billion**, driven by a **$949.7 million** increase in net loans, while deposits decreased by **$1.17 billion**, and net income significantly rose to **$412.0 million** Consolidated Balance Sheet Highlights (as of June 30, 2025 vs. Dec 31, 2024) | Account | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Total Assets | $61,056,785 | $60,233,644 | +$823,141 | | Loans, net | $43,071,885 | $42,122,183 | +$949,702 | | Total Deposits | $49,925,007 | $51,095,359 | -$1,170,352 | | Long-term Debt | $3,909,478 | $1,733,109 | +$2,176,369 | | Total Equity | $5,638,642 | $5,266,251 | +$372,391 | Consolidated Income Statement Highlights | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $459.6M | $435.0M | $913.9M | $853.8M | | Net Income (Loss) | $217.1M | $(14.7)M | $412.0M | $109.4M | | Diluted EPS | $1.48 | $(0.16) | $2.77 | $0.62 | - Net cash provided by operating activities was **$235.1 million**, net cash used in investing activities was **$1.01 billion** primarily due to increased loans, and net cash provided by financing activities was **$633.6 million**, driven by **$2.15 billion** in long-term debt proceeds offsetting deposit decreases and share repurchases[29](index=29&type=chunk) [Notes to Unaudited Interim Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Interim%20Consolidated%20Financial%20Statements) This section details financial statement figures, covering investment and loan portfolio composition, credit quality, ACL, fair value, derivatives, segment performance, and the significant merger agreement with Pinnacle Financial Partners - On July 24, 2025, Synovus entered into a merger agreement with Pinnacle Financial Partners, Inc., which upon completion will result in Synovus shareholders owning approximately **48.5%** of the combined company[155](index=155&type=chunk)[156](index=156&type=chunk) Loan Portfolio Composition (June 30, 2025) | Loan Category | Amount (in thousands) | % of Total | | :--- | :--- | :--- | | Commercial and Industrial | $23,098,344 | 53.0% | | Commercial Real Estate | $12,139,690 | 27.9% | | Consumer | $8,298,682 | 19.1% | | **Total Loans** | **$43,536,716** | **100.0%** | Allowance for Credit Losses (ACL) Summary | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Allowance for Loan Losses (ALL) | $464.8M | $486.8M | | Reserve for Unfunded Commitments | $49.0M | $52.5M | | **Total ACL** | **$513.8M** | **$539.3M** | | ACL to Loans Ratio | 1.18% | 1.27% | - During the first six months of 2025, Synovus repurchased **2.9 million shares** of common stock at an average price of **$48.62** per share[85](index=85&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=45&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20(MD%26A)) Management discusses Q2 and H1 2025 financial performance, covering net interest income, credit quality, loan and deposit trends, non-interest items, capital, liquidity, and updated 2025 guidance, including the announced merger with Pinnacle [Discussion of Results of Operations](index=48&type=section&id=Discussion%20of%20Results%20of%20Operations) Q2 2025 net income reached **$206.3 million**, a significant recovery from prior-year losses, driven by a **7%** increase in net interest income to **$913.9 million** and **2%** loan growth, despite a **2%** decline in total deposits - The significant year-over-year increase in net income was primarily impacted by the absence of a **$256.7 million** loss from the sale of AFS investment securities that occurred in Q2 2024[171](index=171&type=chunk) - Updated 2025 guidance includes expectations for **4% to 6%** loan growth, **1% to 3%** core deposit growth, and **5% to 7%** adjusted revenue growth[187](index=187&type=chunk) Loan Portfolio Growth (June 30, 2025 vs. Dec 31, 2024) | Loan Category | Change ($) | Change (%) | | :--- | :--- | :--- | | Commercial and Industrial | +$767.2M | +3% | | Commercial Real Estate | +$125.1M | +1% | | Consumer | +$35.4M | 0% | | **Total Loans** | **+$927.7M** | **+2%** | - Total period-end deposits decreased by **$1.17 billion** since December 31, 2024, primarily due to a **$1.01 billion** decline in core deposits, attributed to a reduction in time deposits and seasonal factors[204](index=204&type=chunk) [Credit Quality, Capital Resources and Liquidity](index=56&type=section&id=Credit%20Quality%2C%20Capital%20Resources%20and%20Liquidity) Credit quality improved with NPL ratio at **0.59%** and net charge-off ratio at **0.17%**, supported by robust capital with a **10.96%** CET1 ratio and **$23.5 billion** in contingent liquidity Key Credit and Capital Ratios | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Non-performing loans as a % of total loans | 0.59% | 0.73% | | Net charge-offs/average loans (Q2 annualized) | 0.17% | 0.26% (Q4) | | ACL to loans coverage ratio | 1.18% | 1.27% | | CET1 capital ratio | 10.96% | 10.84% | - Criticized and classified loans decreased by **$117.0 million** to **$1.57 billion** (**3.6%** of total loans) compared to December 31, 2024, mainly due to the upward migration and paydowns of several commercial credits[239](index=239&type=chunk)[240](index=240&type=chunk)[241](index=241&type=chunk) - The company maintains a strong liquidity position with approximately **$23.5 billion** in contingent liquidity sources, including **$5.66 billion** in available FHLB funding capacity[256](index=256&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=64&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages interest rate risk, its primary market risk, through simulation, projecting moderate asset sensitivity with a **+100 bps** rate shift increasing net interest income by **2.1%** and a **-100 bps** shift decreasing it by **2.1%** Twelve Month Net Interest Income Sensitivity (as of June 30, 2025) | Change in Interest Rates (bps) | Estimated % Change in Net Interest Income | | :--- | :--- | | +200 | 4.3% | | +100 | 2.1% | | -100 | (2.1)% | | -200 | (4.1)% | - Synovus uses interest rate swaps to manage interest rate risk, holding **$4.35 billion** in notional cash flow hedges and **$2.25 billion** in notional fair value hedges as of June 30, 2025[279](index=279&type=chunk)[280](index=280&type=chunk) [Controls and Procedures](index=69&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective[291](index=291&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter ended June 30, 2025[292](index=292&type=chunk) Part II. Other Information [Legal Proceedings](index=70&type=section&id=Item%201.%20Legal%20Proceedings) The company faces ordinary course legal proceedings, with reserves established for probable losses and an estimated aggregate reasonably possible loss range of zero to **$10 million** beyond accrued amounts - For legal matters where a loss is reasonably possible, management estimates the aggregate range of loss is from zero to **$10 million** in excess of amounts already accrued[137](index=137&type=chunk) [Risk Factors](index=70&type=section&id=Item%201A.%20Risk%20Factors) This section outlines new risks from the pending merger with Pinnacle Financial Partners, including integration challenges, synergy realization, business disruption, and heightened regulatory scrutiny as a Category IV institution with assets exceeding **$100 billion** - The consummation of the merger with Pinnacle is contingent on shareholder and regulatory approvals, which may be delayed, denied, or result in the imposition of adverse conditions[299](index=299&type=chunk)[300](index=300&type=chunk) - The company expects to incur substantial, and potentially underestimated, expenses related to the merger and integration process[304](index=304&type=chunk)[305](index=305&type=chunk) - Following the merger, the combined company will have assets exceeding **$100 billion**, subjecting it to heightened supervision and more stringent regulatory requirements as a Category IV institution[310](index=310&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=72&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's Q2 2025 share repurchase activity, where **476,000 shares** of common stock were repurchased at an average price of **$44.64** per share Share Repurchases - Q2 2025 | Period | Total Shares Repurchased (thousands) | Average Price Paid per Share | | :--- | :--- | :--- | | April 2025 | 273 | $43.99 | | May 2025 | 203 | $45.52 | | June 2025 | — | — | | **Total** | **476** | **$44.64** |

Core Viewpoint - Synovus Financial (SNV) shares have recently declined by 6.2% over the past week, but the formation of a hammer chart pattern suggests potential support and a possible trend reversal in the future [1][2]. Technical Analysis - The hammer chart pattern indicates a minor difference between opening and closing prices, with a long lower wick suggesting that selling pressure may be exhausting [4][5]. - This pattern typically forms during a downtrend, where the stock opens lower, makes a new low, but then closes near or above the opening price, indicating a potential shift in control from bears to bulls [4][5]. Fundamental Indicators - There is rising optimism among Wall Street analysts regarding SNV's future earnings, which supports the potential for a trend reversal [2][7]. - Over the last 30 days, the consensus EPS estimate for SNV has increased by 6.7%, indicating that analysts expect better earnings than previously predicted [8]. - SNV currently holds a Zacks Rank of 2 (Buy), placing it in the top 20% of over 4,000 ranked stocks, which typically outperform the market [9][10].

Core Viewpoint - Monteverde & Associates PC is investigating Synovus Financial Corp. regarding its merger with Pinnacle Financial Partners, focusing on the fairness of the proposed transaction [1]. Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1]. - The firm is located in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Merger Details - The proposed merger involves a fixed exchange ratio of 0.5237 Synovus shares for each Pinnacle share [1]. - Upon completion of the merger, Synovus shareholders will own approximately 48.5% of the combined entity [1].

Core Viewpoint - Synovus Financial (SNV) is experiencing solid improvements in earnings estimates, which may lead to continued short-term price momentum and positive stock performance [1][2]. Earnings Estimates - Analysts show growing optimism regarding Synovus Financial's earnings prospects, reflected in upward revisions of earnings estimates [2]. - The consensus earnings estimate for the current quarter is $1.35 per share, indicating a year-over-year increase of +9.8% [6]. - For the full year, the expected earnings are $5.44 per share, representing a year-over-year change of +22.8% [7]. Estimate Revisions - Over the past 30 days, eight estimates for the current quarter have been revised upward, with no negative revisions, leading to a 7.45% increase in the Zacks Consensus Estimate [6]. - For the full year, ten estimates have been raised, resulting in a 6.97% increase in the consensus estimate [8]. Zacks Rank - Synovus currently holds a Zacks Rank 2 (Buy), indicating promising estimate revisions and a favorable outlook for investors [9]. - Stocks with Zacks Rank 1 (Strong Buy) and 2 (Buy) have historically outperformed the S&P 500 [9]. Stock Performance - Synovus shares have increased by 10% over the past four weeks, suggesting investor confidence in the company's earnings growth prospects [10].

Core Viewpoint - Synovus Financial (SNV) has been upgraded to a Zacks Rank 2 (Buy), indicating a positive outlook driven by rising earnings estimates, which significantly influence stock prices [1][3]. Earnings Estimates and Stock Performance - The Zacks rating system emphasizes the importance of earnings estimate revisions, which are strongly correlated with near-term stock price movements [4][6]. - For Synovus, the recent upgrade reflects an improvement in the company's underlying business, likely leading to increased stock prices due to investor confidence [5]. Earnings Estimate Revisions - Analysts have raised their earnings estimates for Synovus, with the Zacks Consensus Estimate increasing by 7.4% over the past three months [8]. - The expected earnings per share for Synovus for the fiscal year ending December 2025 is projected to be $5.44, showing no year-over-year change [8]. Zacks Rank System - The Zacks Rank system classifies stocks into five groups based on earnings estimates, with only the top 20% receiving a "Strong Buy" or "Buy" rating, indicating superior earnings estimate revisions [9][10]. - Synovus's upgrade to Zacks Rank 2 places it in the top 20% of Zacks-covered stocks, suggesting potential for market-beating returns in the near term [10].

Core Points - The Ademi Firm is investigating Synovus for potential breaches of fiduciary duty and other legal violations related to its transaction with Pinnacle Financial Partners [1] - In the transaction, Synovus shareholders will receive shares of a new Pinnacle parent company at a fixed exchange ratio of 0.5237 Synovus shares per Pinnacle share, equating to a Synovus per share value of $61.18 [2] - Post-transaction, Synovus shareholders will own approximately 48.5% and Pinnacle shareholders will own approximately 51.5% of the combined entity [2] - Synovus insiders are set to receive substantial benefits as part of change of control arrangements [2] - The transaction agreement imposes significant penalties on Synovus for accepting competing bids, raising concerns about the board's fulfillment of fiduciary duties to all shareholders [3]

Group 1 - Pinnacle Financial Partners and Synovus Financial plan to merge in an all-stock transaction valued at $8.6 billion, with the transaction expected to close in the first quarter of 2026, pending regulatory and shareholder approvals [2][3] - The combined entity will operate under the Pinnacle Financial Partners and Pinnacle Bank brand, with Synovus Chairman Kevin Blair as president and CEO, and Pinnacle CEO Terry Turner as chairman of the board [3] - The merger aims to leverage Pinnacle's entrepreneurial operating model and Synovus' strong presence in fast-growing Southeastern markets to enhance market share [4] Group 2 - Both companies have demonstrated strong financial performance, with Synovus reporting a 28% year-over-year growth in adjusted earnings per share in the second quarter, while Pinnacle reported a 22.7% increase in fully diluted earnings per share [6][7] - The KBW Nasdaq Bank Index, which tracks larger banks, increased by 14%, while the KBW Nasdaq Regional Banking Index, covering smaller lenders, rose less than 3%, indicating a challenging environment for regional banks [5][6]

Summary of Conference Call on Pinnacle Financial Partners and Synovus Financial Corp Merger Industry and Companies Involved - **Industry**: Banking and Financial Services - **Companies**: Pinnacle Financial Partners and Synovus Financial Corp Core Points and Arguments 1. **Merger Announcement**: Pinnacle and Synovus have entered into a definitive agreement for an all-stock transaction, creating a high-performing commercial bank focused on growth in the Southeast [4][14] 2. **Financial Metrics**: The combined company will have total assets of $116 billion, total loans of $81 billion, and total deposits of $95 billion. The deal is expected to deliver 21% EPS accretion with a 2.5-year tangible book value earn-back [6][14] 3. **Market Positioning**: The merger aims to leverage Synovus' presence in high-growth markets, enhancing Pinnacle's operating model and expanding its footprint [5][22] 4. **Employee Engagement**: Both companies rank highly in employee satisfaction, which is expected to translate into better client service and satisfaction [10][12] 5. **Leadership Structure**: Post-merger, Pinnacle's leadership will include Terry Turner as Chairman, Kevin Blair as CEO, and Jamie Gregory as CFO, with a board comprising members from both companies [16][17] 6. **Geographic Focus**: The merger will enhance geographic diversification and reduce concentration risk, with a household growth rate of 4.6%, significantly above the national average [22][28] 7. **Cost Synergies**: Estimated no-regret cost savings of $250 million, representing 9% of the combined non-interest expense base, are anticipated [34] 8. **Regulatory Readiness**: The companies are preparing for regulatory approvals and have a roadmap for LFI readiness, with a focus on maintaining a solid capital position [38][92] 9. **Client Satisfaction**: Both companies have high rankings in client satisfaction, which is expected to remain a priority post-merger [30][29] 10. **Integration Strategy**: A detailed integration plan is in place, with a target for systems conversion approximately 12-14 months post-merger [95] Additional Important Points 1. **Retention Strategy**: Significant resources have been allocated for retention programs to ensure key talent remains through the transition [56] 2. **Cultural Alignment**: Both companies emphasize a performance-driven culture and commitment to operational excellence, which is expected to facilitate a smooth merger [24][25] 3. **Market Expansion**: The merger is characterized as a strategic expansion rather than a market consolidation, with minimal overlap in markets [22][28] 4. **Financial Assumptions**: The transaction is expected to be accretive to earnings, with no revenue synergies initially built into the financial model [32] 5. **Community Commitment**: Both companies have a strong track record of community engagement and intend to maintain this commitment post-merger [17][18] This summary encapsulates the key points discussed during the conference call regarding the merger between Pinnacle Financial Partners and Synovus Financial Corp, highlighting the strategic, financial, and operational aspects of the transaction.

Building The Southeast Growth Champion July 24, 2025 Pinnacle and Synovus to Combine: Forward‐Looking Statements Forward‐Looking Statements This communication contains statements that constitute "forward‐looking statements" within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward‐looking statements. These forward‐looki ...