Synovus Financial (SNV)
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Synovus Q3 Earnings Top Estimates on Higher NII, Lower Provisions
ZACKS· 2025-10-16 17:21
Core Insights - Synovus Financial Corp. reported third-quarter 2025 adjusted earnings per share of $1.46, exceeding the Zacks Consensus Estimate of $1.36 and up from $1.23 a year ago, driven by strong growth in net interest income and non-interest revenues, alongside a decrease in provisions for credit losses [1][8] Financial Performance - Total revenues for the quarter were $611.1 million, reflecting an 8.2% increase year-over-year and surpassing the Zacks Consensus Estimate by 1% [3] - Net interest income rose 8% year-over-year to $474.7 million, with the net interest margin expanding by 4 basis points to 3.41% due to lower deposit costs and higher loan yields [3] - Non-interest revenues increased by 13% year-over-year to $140.7 million, attributed to higher core banking fees, wealth management income, and capital markets income [4] - Non-interest expenses were $348.7 million, up 11% year-over-year, primarily due to merger-related expenses of $23.8 million [4] Loan and Deposit Trends - As of September 30, 2025, total loans amounted to $43.8 billion, showing a slight increase from the previous quarter, while total core deposits were $44.9 billion, reflecting a slight decline [5] Credit Quality - Non-performing loans decreased by 33% year-over-year to $209.3 million, and total non-performing assets fell by 26% to $231.7 million [6] - Provisions for credit losses were $21.7 million, down 7% year-over-year, with net charge-offs decreasing by 43.7% to $15.2 million [6] Capital Ratios and Profitability - As of September 30, 2025, the Tier 1 capital ratio was 12.34%, and the total risk-based capital ratio was 14.07%, both improved from the previous year [7] - Adjusted return on average assets increased to 1.42% from 1.26% year-over-year, while adjusted return on average common equity rose to 15.78% from 15.02% [9] Merger Update - Synovus expects its pending merger with Pinnacle Financial Partners to close in the first quarter of 2026, pending regulatory and shareholder approvals [10] - The company anticipates a pro-forma Common Equity Tier 1 capital ratio of 10.1% at the merger close, reflecting a favorable rate environment and strong capital generation in Q3 2025 [11] Overall Assessment - The company demonstrated strong third-quarter performance, exceeding earnings expectations due to robust net interest income and higher non-interest revenues, with improving loan growth and credit quality supporting profitability [12]
Nestlé to lay off 16,000 employees
Youtube· 2025-10-16 15:35
Group 1 - Nestle plans to cut around 16,000 jobs globally over the next two years, including approximately 12,000 office roles and 4,000 factory and supply chain jobs, as part of its strategy to enhance AI and automation [1][2] - The company aims to save $3.3 billion by 2027, with CEO Philip Navertil emphasizing the need for Nestle to adapt more rapidly to changing market conditions [2] - The job cuts are intended to free up cash for investment in new products, AI-driven operations, and innovation, despite the potential for short-term challenges [3] Group 2 - Nestle's overall revenue has declined this year, impacted by weak demand in China and fluctuations in currency [2] - The restructuring is described as a hard but necessary step to ensure long-term growth and competitiveness in the food industry [2][3]
Pinnacle Financial Partners(PNFP) - 2025 Q3 - Earnings Call Presentation
2025-10-16 13:30
Financial Performance & Growth - PNFP's 3Q25 linked-quarter annualized revenue growth rate was 31.5%[25] - Adjusted EPS grew 54.0% linked-quarter annualized in 3Q25[25] - Average loans grew 7.8% linked-quarter annualized in 3Q25[38] - Average deposits grew 11.3% linked-quarter annualized in 3Q25[45] - The industry is increasing its estimate for 2025 year-over-year net interest income growth to 13-14%[68] - The industry is increasing its estimate for 2025 fee growth over 2024 to approximately 20-22%, excluding certain items[68] Strategic Initiatives & Market Position - PNFP's FDIC deposit market share in Nashville increased by 7.3 percentage points from 2015 to 2025[27] - PNFP's offer acceptance rate for revenue producers remained high at 91.6% in 3Q25[36] - The industry plans to add approximately 150 revenue producers in 2026, with further increases planned for 2027[37] Merger with Synovus Financial Corp - The merger with Synovus is expected to result in a 21% EPS accretion by 2027[72] - Pro forma CET1 at close is projected to be 10.1%[72] - The merger is expected to close in Q1 2026, with operational conversion in Q1 2027[72] BHG Financial Overview - BHG reported strong year-to-date earnings of $189 million[63] - BHG's placements to institutional investors was a record in 3Q at $1.3 billion[179] - Over 80% of BHG's 2025 originations were to borrowers with FICO scores of 700+[191]
Synovus Financial (SNV) - 2025 Q3 - Earnings Call Transcript
2025-10-16 13:30
Financial Data and Key Metrics Changes - Synovus reported GAAP earnings per share of $1.33 and adjusted earnings per share of $1.46, up 19% year over year [5] - Adjusted PPNR growth was up 5% sequentially and 12% year over year, driven by net interest margin expansion and healthy non-interest revenue growth [5][10] - Net interest margin increased to 3.41%, with net interest income growing 8% year over year [10][14] - The capital position remained strong with a preliminary common equity Tier one ratio at 11.24%, the highest in Synovus' history [14] Business Line Data and Key Metrics Changes - Adjusted revenue increased 9% year over year, while adjusted non-interest expense rose 6% [9] - Wealth revenue increased by 4% sequentially, and capital markets income rose by 8% [12] - Loan production jumped 43% year over year, with specialty lending and institutional commercial real estate lending as strong contributors [10][11] Market Data and Key Metrics Changes - Period end core deposits declined by $231 million or 1% from the second quarter, primarily due to a strategic decline in public funds [11] - Average loans increased by 1%, while period end loans rose by 0.5% [10] - The company expects core deposit growth of approximately 0.5% for the year, with a strong focus on core deposit production in the fourth quarter [15] Company Strategy and Development Direction - The merger with Pinnacle Financial Partners is expected to close in the first quarter of 2026, creating a dynamic regional bank [6][19] - The company is focused on talent acquisition and has added 25 new revenue producers in the third quarter, with plans for continued hiring [6][19] - Synovus aims to maintain strong loan production and fee income generation while managing expenses [6][19] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in continued momentum into the fourth quarter, with expectations for loan growth and non-interest revenue stability [19] - The credit loss environment remains favorable, with net charge-offs expected to be between 15 and 20 basis points in the fourth quarter [18] - Management noted that clients are generally optimistic about the economic outlook, which supports loan demand [86] Other Important Information - The company plans to issue 2026 pro forma guidance after the merger closes early next year [21] - Non-recurring expenses related to the merger amounted to $24 million, primarily for professional fees [13] Q&A Session Summary Question: Thoughts on capital and stock buybacks post-merger - Management expects to start with a strong capital position post-merger and aims to build capital in the early quarters while focusing on loan growth [27][28] Question: Trends in deposits and expectations for fourth quarter growth - Management reported $2.6 billion in new deposit production, up 18% from the second quarter, and anticipates a seasonal increase in public funds [33][35] Question: Hiring pace and environment - The hiring environment is characterized by excitement, with internal team members positively influencing external hiring prospects [39][40] Question: Credit trends and non-performing loans - Non-performing loans decreased due to payoffs and paydowns, with management noting the lowest net charge-off quarter in almost three years [43][44] Question: Feedback on the merger and internal/external perceptions - Management reported strong engagement and excitement among team members, with progress on key decisions and regulatory applications [48][53] Question: Loan growth and production trends - Loan production remains strong across various sectors, with expectations for continued growth in the fourth quarter [75][98]
Synovus Financial Corp. 2025 Q3 - Results - Earnings Call Presentation (NYSE:SNV) 2025-10-16
Seeking Alpha· 2025-10-16 13:01
Group 1 - The article does not provide any specific content related to a company or industry, as it appears to be a technical issue regarding browser settings and ad-blockers [1]
Synovus Financial (SNV) - 2025 Q3 - Earnings Call Presentation
2025-10-16 12:30
Financial Performance - Net interest income increased by 3% QoQ and 8% YoY to $474695 thousand [11] - Non-interest revenue increased by 5% QoQ and 13% YoY to $140697 thousand [11] - Total revenue increased by 4% QoQ and 9% YoY to $615392 thousand [11] - Adjusted total revenue (TE) increased by 4% QoQ and 9% YoY to $612794 thousand [11] - Adjusted non-interest expense increased by 3% QoQ and 6% YoY to $320216 thousand [11] - Adjusted diluted EPS decreased by 1% QoQ but increased by 19% YoY to $146 [11] - Loans remained flat QoQ and increased by 1% YoY to $43753 million [13] - Deposits remained flat QoQ and YoY at $50004 million [13] Credit Quality & Capital - NCOs/Average Loans was 014% [13] - NPLs/Loans was 048% [13] - Allowance for Credit Losses % was 119% [13] - CET1 Ratio was 1124% [13] Merger with Pinnacle Financial Partners - The merger is expected to result in 21% EPS accretion in 2027E [30] - TBV dilution earnback is projected to be 26 years [30]
Synovus (SNV) Reports Q3 Earnings: What Key Metrics Have to Say
ZACKS· 2025-10-15 23:31
Core Insights - Synovus Financial reported revenue of $611.06 million for the quarter ended September 2025, reflecting an 8.2% increase year-over-year and a surprise of +0.99% over the Zacks Consensus Estimate of $605.07 million [1] - Earnings per share (EPS) for the quarter was $1.46, up from $1.23 in the same quarter last year, with an EPS surprise of +7.35% compared to the consensus estimate of $1.36 [1] Financial Performance Metrics - Net interest margin (taxable equivalent) was 3.4%, matching the average estimate of five analysts [4] - Efficiency ratio (taxable equivalent) stood at 56.5%, higher than the average estimate of 52.9% based on five analysts [4] - Net charge-offs as a percentage of average loans for the quarter was 0.1%, better than the estimated 0.2% by four analysts [4] - Average balance of total interest-earning assets was $55.51 billion, slightly below the three-analyst average estimate of $56.16 billion [4] - Tier 1 Capital Ratio was reported at 12.3%, exceeding the average estimate of 11.6% from two analysts [4] - Non-performing assets (NPAs) totaled $231.72 million, lower than the estimated $267.34 million by two analysts [4] - Tier 1 Leverage Ratio was 10%, in line with the two-analyst average estimate of 10% [4] - Non-performing loans (NPLs) amounted to $209.33 million, significantly lower than the average estimate of $265.63 million from two analysts [4] - Total non-interest revenue reached $140.7 million, surpassing the five-analyst average estimate of $130.97 million [4] - Net interest income (taxable equivalent) was $476.43 million, slightly below the estimated $479.1 million by four analysts [4] - Net interest income was reported at $474.7 million, marginally above the estimate of $474.54 million by three analysts [4] - Card fees were $19.89 million, slightly below the estimated $20.06 million by two analysts [4] Stock Performance - Synovus shares have returned -5.4% over the past month, contrasting with the Zacks S&P 500 composite's +1% change [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating expected performance in line with the broader market in the near term [3]
Synovus Financial (SNV) Tops Q3 Earnings and Revenue Estimates
ZACKS· 2025-10-15 22:56
分组1 - Synovus Financial reported quarterly earnings of $1.46 per share, exceeding the Zacks Consensus Estimate of $1.36 per share, and up from $1.23 per share a year ago, representing an earnings surprise of +7.35% [1] - The company posted revenues of $611.06 million for the quarter ended September 2025, surpassing the Zacks Consensus Estimate by 0.99%, and an increase from $564.72 million year-over-year [2] - Synovus has consistently surpassed consensus EPS and revenue estimates over the last four quarters [2] 分组2 - The stock has underperformed the market, losing about 6.6% since the beginning of the year compared to the S&P 500's gain of 13% [3] - The current consensus EPS estimate for the coming quarter is $1.36 on revenues of $611.43 million, and for the current fiscal year, it is $5.49 on $2.38 billion in revenues [7] - The Zacks Industry Rank for Banks - Southeast is in the top 36% of over 250 Zacks industries, indicating a favorable outlook for the industry [8]
Synovus announces earnings for third quarter 2025
Businesswire· 2025-10-15 20:35
Core Insights - Synovus Financial Corp. reported its financial results for the quarter ended September 30, 2025, indicating a significant performance update for the company [1] Financial Performance - The company’s financial results reflect key metrics that are essential for evaluating its operational efficiency and market position [1]
Synovus Financial (SNV) - 2025 Q3 - Quarterly Results
2025-10-15 20:30
[Third Quarter 2025 Earnings Overview](index=1&type=section&id=Third%20Quarter%202025%20Earnings%20Overview) [Executive Summary and Highlights](index=1&type=section&id=Executive%20Summary%20and%20Highlights) Synovus reported solid third-quarter 2025 results with **diluted EPS of $1.33** and **adjusted diluted EPS of $1.46**, driven by net interest margin expansion, strong non-interest revenue growth, and favorable credit trends | Metric | 3Q25 | 2Q25 | 3Q24 | Change (3Q25 vs 3Q24) | | :-------------------------------- | :----- | :----- | :----- | :---------------------- | | Diluted EPS | $1.33 | $1.48 | $1.18 | +$0.15 | | Adjusted Diluted EPS | $1.46 | $1.48 | $1.23 | +$0.23 | | Net Income Available to Common Shareholders (in millions of dollars) | $185.6M | $206.3M | $169.6M | +$16.0M | | Adjusted Net Income Available to Common Shareholders (in millions of dollars) | $203.9M | $206.4M | $177.1M | +$26.8M | | Pre-provision Net Revenue (in millions of dollars) | $266.7M | $277.9M | $251.0M | +6% year-over-year | | Adjusted Pre-provision Net Revenue (in millions of dollars) | $292.6M | $279.7M | $262.3M | +12% year-over-year | | Net Interest Margin | 3.41% | 3.37% | 3.22% | +19 basis points | | Non-interest Revenue (in millions of dollars) | $140.7M | $134.1M | $124.0M | +13% year-over-year | | Adjusted Non-interest Revenue (in millions of dollars) | $136.4M | $130.9M | $121.9M | +12% year-over-year | | Non-performing Asset Ratio | 0.53% | 0.59% | 0.73% | -0.20 percentage points | | Net Charge-off Ratio | 0.14% | 0.17% | 0.25% | -0.11 percentage points | | CET1 Ratio (Preliminary) | 11.24% | 10.96% | 10.64% | +0.60 percentage points | - Net interest income grew **3% sequentially** and **8% year-over-year**, with net interest margin expanding **4 basis points to 3.41%** due to higher loan yields and hedge maturities[4](index=4&type=chunk) - Average loans increased **1%** from the prior quarter, driven by growth in structured lending and commercial real estate lines of business[4](index=4&type=chunk) - Period-end core deposits decreased by **$230.4 million** sequentially, primarily due to a decline in public funds, while brokered deposits increased by **$309.2 million**[4](index=4&type=chunk) [CEO Statement](index=1&type=section&id=CEO%20Statement) CEO Kevin Blair highlighted solid third-quarter results, attributing success to net interest margin expansion, strong non-interest revenue growth, and favorable credit trends, expressing confidence in continued momentum and progress towards the merger closing in **Q1 2026** - Synovus delivered solid third-quarter results, driven by continued net interest margin expansion, strong non-interest revenue growth, and favorable credit trends[3](index=3&type=chunk) - The CEO noted that the merger announcement did not distract from near-term performance, with continued strength in loan production, sustained momentum in fee generation, and team member growth[3](index=3&type=chunk) - Confidence was expressed for continued momentum in the final quarter of the year, with significant progress toward closing the merger with Pinnacle Financial Partners in **Q1 2026**[3](index=3&type=chunk) [Pinnacle Financial Partners-Synovus Financial Corp. Pending Merger](index=2&type=section&id=Pinnacle%20Financial%20Partners-Synovus%20Financial%20Corp.%20Pending%20Merger) [Merger Status and Integration Progress](index=2&type=section&id=Merger%20Status%20and%20Integration%20Progress) The merger with Pinnacle Financial Partners is on track to close in **Q1 2026**, pending approvals, with significant progress in integration planning, including executive leadership finalization and technology stack decisions - The pending merger with Pinnacle Financial Partners is expected to close in the **first quarter of 2026**, subject to regulatory and shareholder approvals[6](index=6&type=chunk) - Integration planning is progressing significantly, with the post-closing executive leadership team finalized and communicated, and headcount-related decisions expected to be completed in **Q4**[6](index=6&type=chunk) - Retention packages for key employees at both companies have been communicated, and significant technology stack decisions have been made[6](index=6&type=chunk) [Merger-Related Financial Assumptions](index=2&type=section&id=Merger-Related%20Financial%20Assumptions) Merger-related financial assumptions remain unchanged from July, with the pro forma **CET1 ratio** at closing now anticipated to be approximately **10.1%**, driven by a favorable rate environment and strong **3Q25** capital generation - Merger-related financial assumptions communicated in July remain unchanged[6](index=6&type=chunk) - The company's pro forma **CET1 ratio** is now expected to be approximately **10.1%** at the closing of the merger, up from previous estimates[6](index=6&type=chunk) - This improved pro forma **CET1 ratio** is a result of a more favorable rate environment and strong **third-quarter 2025** capital generation[6](index=6&type=chunk) [Financial Performance Summary](index=3&type=section&id=Financial%20Performance%20Summary) [Key Financial Metrics](index=3&type=section&id=Key%20Financial%20Metrics) Synovus's **3Q25** key financial metrics show mixed performance, with reported net income and EPS declining sequentially but increasing year-over-year, while adjusted metrics generally show better performance, net interest margin expanded, and credit quality ratios improved | Metric (in thousands of dollars) | 3Q25 Reported | 2Q25 Reported | 3Q24 Reported | 3Q25 Adjusted | 2Q25 Adjusted | 3Q24 Adjusted | | :-------------------------------- | :------------ | :------------ | :------------ | :------------ | :------------ | :------------ | | Net income available to common shareholders | $185,590 | $206,320 | $169,628 | $203,930 | $206,375 | $177,120 | | Diluted earnings per share | $1.33 | $1.48 | $1.18 | $1.46 | $1.48 | $1.23 | | Total revenue | $615,392 | $593,696 | $564,720 | $612,794 | $592,083 | $564,051 | | Total loans | $43,753,234 | $43,536,716 | $43,120,674 | NA | NA | NA | | Total deposits | $50,003,729 | $49,925,007 | $50,193,740 | NA | NA | NA | | Return on average assets (annualized) | 1.30% | 1.46% | 1.21% | 1.42% | 1.46% | 1.26% | | Net interest margin | 3.41% | 3.37% | 3.22% | NA | NA | NA | | Efficiency ratio-TE | 56.5% | 53.0% | 55.4% | 51.8% | 52.3% | 53.0% | | NCO ratio-QTD | 0.14% | 0.17% | 0.25% | NA | NA | NA | | NPA ratio | 0.53% | 0.59% | 0.73% | NA | NA | NA | | CET1 ratio (preliminary) | 11.24% | 10.96% | 10.64% | NA | NA | NA | [Balance Sheet Overview](index=3&type=section&id=Balance%20Sheet%20Overview) The **3Q25** balance sheet shows a slight increase in total loans and a marginal increase in total deposits sequentially, with growth in commercial & industrial and commercial real estate loans, while non-interest-bearing DDA decreased [Loans Outstanding](index=3&type=section&id=Loans%20Outstanding) Total loans increased slightly by **$216.5 million (0%)** sequentially to **$43.75 billion**, and by **$632.6 million (1%)** year-over-year, primarily driven by commercial & industrial and commercial real estate loans | Loan Type (in millions of dollars) | 3Q25 | 2Q25 | Linked Quarter Change | Linked Quarter % Change | 3Q24 | Year/Year Change | Year/Year % Change | | :------------------------------ | :----- | :----- | :-------------------- | :---------------------- | :----- | :--------------- | :----------------- | | Commercial & industrial | $23,229.0 | $23,098.3 | $130.6 | 1% | $22,664.0 | $565.0 | 2% | | Commercial real estate | $12,269.7 | $12,139.7 | $130.1 | 1% | $12,177.5 | $92.3 | 1% | | Consumer | $8,254.5 | $8,298.7 | $(44.2) | (1)% | $8,279.2 | $(24.7) | 0% | | **Total loans** | **$43,753.2** | **$43,536.7** | **$216.5** | **0%** | **$43,120.7** | **$632.6** | **1%** | [Deposits Breakdown](index=3&type=section&id=Deposits%20Breakdown) Total deposits increased marginally by **$78.7 million (0%)** sequentially to **$50.00 billion**, but decreased by **$190.0 million (0%)** year-over-year, with non-interest-bearing DDA declining and interest-bearing DDA and money market accounts growing | Deposit Type (in millions of dollars) | 3Q25 | 2Q25 | Linked Quarter Change | Linked Quarter % Change | 3Q24 | Year/Year Change | Year/Year % Change | | :--------------------------------- | :----- | :----- | :-------------------- | :---------------------- | :----- | :--------------- | :----------------- | | Non-interest-bearing DDA | $10,707.8 | $11,219.8 | $(512.0) | (5)% | $11,129.1 | $(421.3) | (4)% | | Interest-bearing DDA | $7,428.7 | $7,124.8 | $303.9 | 4% | $6,821.3 | $607.4 | 9% | | Money market | $11,761.7 | $11,441.1 | $320.6 | 3% | $11,031.5 | $730.2 | 7% | | Public funds | $7,350.3 | $7,719.9 | $(369.7) | (5)% | $7,047.6 | $302.7 | 4% | | Brokered deposits | $5,026.2 | $4,717.1 | $309.2 | 7% | $5,105.4 | $(79.2) | (2)% | | **Total deposits** | **$50,003.7** | **$49,925.0** | **$78.7** | **0%** | **$50,193.7** | **$(190.0)** | **0%** | [Income Statement Summary](index=4&type=section&id=Income%20Statement%20Summary) The **3Q25** income statement shows a sequential decline in net income and EPS due to increased provision for credit losses and non-interest expense, but year-over-year, net income and EPS increased, driven by higher net interest income and non-interest revenue | Metric (in thousands of dollars, except per share data) | 3Q25 | 2Q25 | Linked Quarter Change | Linked Quarter % Change | 3Q24 | Year/Year Change | Year/Year % Change | | :------------------------------------------- | :----- | :----- | :-------------------- | :---------------------- | :----- | :--------------- | :----------------- | | Net interest income | $474,695 | $459,561 | $15,134 | 3% | $440,740 | $33,955 | 8% | | Non-interest revenue | $140,697 | $134,135 | $6,562 | 5% | $123,980 | $16,717 | 13% | | Non-interest expense | $348,729 | $315,701 | $33,028 | 10% | $313,690 | $35,039 | 11% | | Provision for credit losses | $21,690 | $3,245 | $18,445 | NM | $23,434 | $(1,744) | (7)% | | Net income available to common shareholders | $185,590 | $206,320 | $(20,730) | (10)% | $169,628 | $15,962 | 9% | | Diluted earnings per share | $1.33 | $1.48 | $(0.15) | (10)% | $1.18 | $0.15 | 13% | | Adjusted diluted earnings per share | $1.46 | $1.48 | $(0.02) | (1)% | $1.23 | $0.23 | 19% | [Detailed Financial Statements](index=8&type=section&id=Detailed%20Financial%20Statements) [Income Statement Data (Nine Months Ended September 30)](index=8&type=section&id=Income%20Statement%20Data%20(Nine%20Months%20Ended%20September%2030)) For the **nine months ended September 30, 2025**, Synovus reported significant year-over-year growth in net income and net income available to common shareholders, driven by a substantial increase in total non-interest revenue and a decrease in provision for credit losses | Metric (in thousands of dollars) | 9M 2025 | 9M 2024 | % Change | | :------------------------------------------- | :------ | :------ | :------- | | Net interest income | $1,388,640 | $1,294,583 | 7% | | Provision for (reversal of) credit losses | $35,855 | $103,818 | (65)% | | Total non-interest revenue | $391,297 | $114,017 | 243% | | Total non-interest expense | $972,464 | $938,232 | 4% | | Net income available to common shareholders | $575,601 | $260,709 | 121% | | Diluted earnings per share | $4.10 | $1.79 | 129% | | Return on average assets | 1.36% | 0.66% | +70 basis points | | Return on average common equity | 15.50% | 7.63% | NM | - Investment securities gains (losses), net, significantly impacted non-interest revenue, moving from a loss of **$(256,660) thousand** in **9M 2024** to a gain of **$1,742 thousand** in **9M 2025**[20](index=20&type=chunk) [Income Statement Data (Quarterly)](index=9&type=section&id=Income%20Statement%20Data%20(Quarterly)) Quarterly income statement data shows a sequential decrease in net income and diluted EPS from **2Q25** to **3Q25**, primarily due to higher provision for credit losses and increased non-interest expense, though most metrics improved compared to **3Q24** | Metric (in thousands of dollars) | 3Q25 | 2Q25 | 1Q25 | 4Q24 | 3Q24 | 3Q25 vs 3Q24 % Change | | :------------------------------------------- | :----- | :----- | :----- | :----- | :----- | :-------------------- | | Net interest income | $474,695 | $459,561 | $454,384 | $454,993 | $440,740 | 8% | | Provision for (reversal of) credit losses | $21,690 | $3,245 | $10,921 | $32,867 | $23,434 | (7)% | | Total non-interest revenue | $140,697 | $134,135 | $116,466 | $125,587 | $123,980 | 13% | | Total non-interest expense | $348,729 | $315,701 | $308,034 | $309,311 | $313,690 | 11% | | Net income available to common shareholders | $185,590 | $206,320 | $183,691 | $178,848 | $169,628 | 9% | | Diluted earnings per share | $1.33 | $1.48 | $1.30 | $1.25 | $1.18 | 13% | | Return on average assets | 1.30% | 1.46% | 1.32% | 1.25% | 1.21% | +9 basis points | | Return on average common equity | 14.36% | 16.71% | 15.48% | 14.75% | 14.38% | (2) basis points | - Merger-related expense of **$23,757 thousand** was recorded in **3Q25**, contributing to the sequential increase in non-interest expense[21](index=21&type=chunk) [Balance Sheet Data (Period End)](index=10&type=section&id=Balance%20Sheet%20Data%20(Period%20End)) As of **September 30, 2025**, total assets increased slightly to **$60.49 billion** from **$60.23 billion** at **December 31, 2024**, with total loans, net, also increasing, while total deposits saw a minor decrease compared to year-end **2024** | Metric (in thousands of dollars) | Sep 30, 2025 | Dec 31, 2024 | Sep 30, 2024 | | :------------------------------------------- | :----------- | :----------- | :----------- | | Total assets | $60,485,175 | $60,233,644 | $59,589,628 | | Loans, net | $43,283,713 | $42,122,183 | $42,635,689 | | Total deposits | $50,003,729 | $51,095,359 | $50,193,740 | | Long-term debt | $3,008,195 | $1,733,109 | $2,021,050 | | Total Synovus Financial Corp. shareholders' equity | $5,818,737 | $5,244,557 | $5,355,976 | - Long-term debt significantly increased from **$1.73 billion** at year-end **2024** to **$3.01 billion** at **September 30, 2025**[22](index=22&type=chunk) - Total Synovus Financial Corp. shareholders' equity increased to **$5.82 billion** from **$5.24 billion** at **December 31, 2024**[22](index=22&type=chunk) [Average Balances, Interest, and Yields/Rates (Quarterly)](index=11&type=section&id=Average%20Balances%2C%20Interest%2C%20and%20Yields%2FRates%20(Quarterly)) For **3Q25**, average interest-earning assets increased sequentially, with total interest income rising, and the net interest margin (taxable equivalent) expanded to **3.41%** from **3.37%** in **2Q25**, driven by higher loan yields and lower interest expense on certain deposit categories | Metric (in thousands of dollars) | 3Q25 Average Balance | 3Q25 Interest | 3Q25 Yield/Rate | 2Q25 Average Balance | 2Q25 Interest | 2Q25 Yield/Rate | 3Q24 Average Balance | 3Q24 Interest | 3Q24 Yield/Rate | | :------------------------------------------- | :------------------- | :------------ | :-------------- | :------------------- | :------------ | :-------------- | :------------------- | :------------ | :-------------- | | Total interest earning assets | $55,507,925 | $796,855 | 5.70% | $54,963,110 | $773,304 | 5.64% | $54,558,394 | $811,900 | 5.92% | | Total interest-bearing liabilities | $41,555,796 | $320,424 | 3.06% | $40,990,827 | $312,081 | 3.05% | $40,298,084 | $369,767 | 3.65% | | Net interest income (TE) | NA | $476,431 | 3.41% | NA | $461,223 | 3.37% | NA | $442,133 | 3.22% | | Commercial loans yield | NA | NA | 6.48% | NA | NA | 6.39% | NA | NA | 6.81% | | Interest-bearing demand deposits rate | NA | NA | 2.21% | NA | NA | 2.21% | NA | NA | 2.64% | | Money market accounts rate | NA | NA | 2.76% | NA | NA | 2.75% | NA | NA | 3.18% | | Brokered deposits rate | NA | NA | 4.49% | NA | NA | 4.55% | NA | NA | 5.49% | [Average Balances, Interest, and Yields/Rates (Nine Months Ended September 30)](index=12&type=section&id=Average%20Balances%2C%20Interest%2C%20and%20Yields%2FRates%20(Nine%20Months%20Ended%20September%2030)) For the **nine months ended September 30, 2025**, average interest-earning assets increased slightly year-over-year, but total interest income decreased, while net interest income (taxable equivalent) improved, and the net interest margin expanded to **3.38%** from **3.16%** in the prior year period | Metric (in thousands of dollars) | 9M 2025 Average Balance | 9M 2025 Interest | 9M 2025 Yield/Rate | 9M 2024 Average Balance | 9M 2024 Interest | 9M 2024 Yield/Rate | | :------------------------------------------- | :---------------------- | :--------------- | :----------------- | :---------------------- | :--------------- | :----------------- | | Total interest earning assets | $55,202,385 | $2,338,501 | 5.66% | $54,974,134 | $2,398,514 | 5.83% | | Total interest-bearing liabilities | $41,197,656 | $944,886 | 3.07% | $40,187,517 | $1,099,876 | 3.66% | | Net interest income (TE) | NA | $1,393,615 | 3.38% | NA | $1,298,638 | 3.16% | | Commercial loans yield | NA | NA | 6.44% | NA | NA | 6.78% | | Interest-bearing demand deposits rate | NA | NA | 2.21% | NA | NA | 2.56% | | Money market accounts rate | NA | NA | 2.74% | NA | NA | 3.20% | | Brokered deposits rate | NA | NA | 4.53% | NA | NA | 5.44% | [Loan and Credit Quality](index=13&type=section&id=Loan%20and%20Credit%20Quality) [Loans Outstanding by Type](index=13&type=section&id=Loans%20Outstanding%20by%20Type) Total loans outstanding increased slightly sequentially and year-over-year, with **Commercial & Industrial** and **Commercial Real Estate** loans both seeing **1%** sequential growth, while **Consumer** loans experienced a slight decline | Loan Type (in thousands of dollars) | Sep 30, 2025 | Jun 30, 2025 | Linked Quarter % Change | Sep 30, 2024 | Year/Year % Change | | :--------------------------------- | :----------- | :----------- | :---------------------- | :----------- | :----------------- | | Commercial, Financial, and Agricultural | $15,360,223 | $15,238,812 | 1% | $14,563,913 | 5% | | Owner-Occupied | $7,868,746 | $7,859,532 | 0% | $8,100,084 | (3)% | | **Total Commercial & Industrial** | **$23,228,969** | **$23,098,344** | **1%** | **$22,663,997** | **2%** | | **Total Commercial Real Estate** | **$12,269,740** | **$12,139,690** | **1%** | **$12,177,484** | **1%** | | **Total Consumer** | **$8,254,525** | **$8,298,682** | **(1)%** | **$8,279,193** | **0%** | | **Total Loans** | **$43,753,234** | **$43,536,716** | **0%** | **$43,120,674** | **1%** | - Within **Commercial Real Estate**, **Warehouses and Other Investment Property** showed strong sequential and year-over-year growth, while **Office Buildings** continued to decline[25](index=25&type=chunk) [Non-Performing Loans Composition](index=13&type=section&id=Non-Performing%20Loans%20Composition) Total non-performing loans (**NPLs**) significantly decreased by **19%** sequentially and **33%** year-over-year to **$209.3 million**, with substantial declines in **Commercial & Industrial NPLs** (especially owner-occupied properties) and **Commercial Real Estate NPLs** | Loan Type (in thousands of dollars) | Sep 30, 2025 | Jun 30, 2025 | Linked Quarter % Change | Sep 30, 2024 | Year/Year % Change | | :--------------------------------- | :----------- | :----------- | :---------------------- | :----------- | :----------------- | | Commercial, Financial, and Agricultural | $89,095 | $110,181 | (19)% | $107,004 | (17)% | | Owner-Occupied | $9,777 | $19,128 | (49)% | $48,390 | (80)% | | **Total Commercial & Industrial** | **$98,872** | **$129,309** | **(24)%** | **$155,394** | **(36)%** | | **Total Commercial Real Estate** | **$38,667** | **$61,263** | **(37)%** | **$86,805** | **(55)%** | | **Total Consumer** | **$71,788** | **$66,843** | **7%** | **$70,765** | **1%** | | **Total Non-performing Loans** | **$209,327** | **$257,415** | **(19)%** | **$312,964** | **(33)%** | - **Office Buildings NPLs** decreased by **40%** sequentially and **57%** year-over-year, indicating an improvement in this segment[26](index=26&type=chunk) [Credit Quality Data](index=14&type=section&id=Credit%20Quality%20Data) Synovus demonstrated strong credit performance in **3Q25**, with significant improvements in non-performing assets and net charge-off ratios, and the allowance for credit losses coverage of **NPLs** also substantially increased | Metric (in thousands of dollars) | 3Q25 | 2Q25 | 1Q25 | 4Q24 | 3Q24 | 3Q25 vs 3Q24 % Change | | :------------------------------------------- | :----- | :----- | :----- | :----- | :----- | :-------------------- | | Non-performing Loans (NPLs) | $209,327 | $257,415 | $286,629 | $309,164 | $312,964 | (33)% | | Non-performing Assets (NPAs) | $231,722 | $258,613 | $287,192 | $309,549 | $313,350 | (26)% | | Allowance for Loan Losses (ALL) | $469,521 | $464,831 | $478,207 | $486,845 | $484,985 | (3)% | | Allowance for Credit Losses (ACL) | $520,269 | $513,806 | $528,862 | $539,307 | $534,541 | (3)% | | Net Charge-Offs - Quarter | $15,227 | $18,301 | $21,366 | $28,101 | $27,052 | (44)% | | NPLs / Loans | 0.48% | 0.59% | 0.67% | 0.73% | 0.73% | -0.25 percentage points | | NPAs / Loans, ORE and specific other assets | 0.53% | 0.59% | 0.67% | 0.73% | 0.73% | -0.20 percentage points | | ACL/NPLs | 248.54% | 199.60% | 184.51% | 174.44% | 170.80% | +77.74 percentage points | | Total Past Due Loans and Still Accruing | $44,183 | $104,267 | $93,493 | $108,878 | $97,229 | (55)% | - The ratio of **Allowance for Credit Losses to Non-performing Loans (ACL/NPLs)** significantly improved to **248.54%** in **3Q25** from **170.80%** in **3Q24**, indicating stronger coverage[28](index=28&type=chunk) [Capital Information](index=14&type=section&id=Capital%20Information) [Selected Capital Ratios](index=14&type=section&id=Selected%20Capital%20Ratios) Synovus's capital ratios remained strong and improved across the board as of **September 30, 2025**, compared to both year-end **2024** and **3Q24**, with the **Common Equity Tier 1 (CET1) ratio** reaching **11.24%** | Metric | Sep 30, 2025 | Dec 31, 2024 | Sep 30, 2024 | | :------------------------------------------- | :----------- | :----------- | :----------- | | Common Equity Tier 1 Capital Ratio | 11.24% | 10.84% | 10.64% | | Tier 1 Capital Ratio | 12.34% | 11.96% | 11.76% | | Total Risk-Based Capital Ratio | 14.07% | 13.81% | 13.60% | | Tier 1 Leverage Ratio | 10.02% | 9.55% | 9.55% | | Total Synovus Financial Corp. shareholders' equity as a Percentage of Total Assets | 9.62% | 8.71% | 8.99% | | Tangible Common Equity Ratio | 7.96% | 7.02% | 7.28% | | Book Value Per Common Share | $38.05 | $33.35 | $33.94 | | Tangible Book Value Per Common Share | $34.40 | $29.70 | $30.29 | - The **Tangible Common Equity Ratio** increased to **7.96%** at **September 30, 2025**, from **7.02%** at **December 31, 2024**, indicating improved capital strength[31](index=31&type=chunk) [Non-GAAP Financial Measures and Reconciliations](index=15&type=section&id=Non-GAAP%20Financial%20Measures%20and%20Reconciliations) [Non-GAAP Measures Explanation](index=15&type=section&id=Non-GAAP%20Measures%20Explanation) This section defines various non-GAAP financial measures, including adjusted non-interest revenue, adjusted diluted EPS, and tangible common equity ratio, used by management to provide additional insights into operating results, financial strength, and capital position by excluding items not indicative of ongoing operations - Non-GAAP financial measures, including **adjusted non-interest revenue**, **adjusted diluted EPS**, and **tangible common equity ratio**, are used to supplement GAAP measures[32](index=32&type=chunk) - Management believes these non-GAAP measures provide meaningful additional information for evaluating operating results, financial strength, and capital position, particularly by excluding items not indicative of ongoing operations[33](index=33&type=chunk) - These measures have inherent limitations and should not be considered in isolation or as a substitute for GAAP reporting, and comparability with other companies may vary[33](index=33&type=chunk) [Reconciliation of Non-GAAP Financial Measures](index=15&type=section&id=Reconciliation%20of%20Non-GAAP%20Financial%20Measures) This section provides detailed reconciliations of various non-GAAP financial measures to their most comparable GAAP counterparts, illustrating adjustments for items such as investment securities gains/losses, merger-related expenses, restructuring charges, and fair value adjustments [Adjusted Non-Interest Revenue and Expense](index=15&type=section&id=Adjusted%20Non-Interest%20Revenue%20and%20Expense) Adjusted non-interest revenue and expense are reconciled by removing specific items such as investment securities gains/losses, fair value adjustments on non-qualified deferred compensation, merger-related expenses, restructuring charges, and valuation adjustments to Visa derivatives | Metric (in thousands of dollars) | 3Q25 | 2Q25 | 3Q24 | | :------------------------------------------- | :----- | :----- | :----- | | Total non-interest revenue | $140,697 | $134,135 | $123,980 | | Investment securities (gains) losses, net | $(1,742) | — | — | | Fair value adjustment on non-qualified deferred compensation | $(2,592) | $(3,275) | $(2,062) | | **Adjusted non-interest revenue** | **$136,363** | **$130,860** | **$121,918** | | Total non-interest expense | $348,729 | $315,701 | $313,690 | | Merger-related expense | $(23,757) | — | — | | Restructuring (charges) reversals | $747 | $(72) | $(1,219) | | Valuation adjustment to Visa derivative | $(2,911) | — | $(8,700) | | Fair value adjustment on non-qualified deferred compensation | $(2,592) | $(3,275) | $(2,062) | | **Adjusted non-interest expense** | **$320,216** | **$312,354** | **$301,709** | [Adjusted Revenue (TE) and Tangible Efficiency Ratio](index=16&type=section&id=Adjusted%20Revenue%20(TE)%20and%20Tangible%20Efficiency%20Ratio) Adjusted revenue (taxable equivalent) and adjusted tangible efficiency ratio are calculated by adjusting for non-recurring items and amortization of intangibles to provide a clearer view of operational efficiency | Metric (in thousands of dollars) | 3Q25 | 2Q25 | 3Q24 | | :------------------------------------------- | :----- | :----- | :----- | | Adjusted tangible non-interest expense | $317,589 | $309,727 | $298,802 | | Total TE revenue | $617,128 | $595,358 | $566,113 | | Investment securities losses (gains), net | $(1,742) | — | — | | Fair value adjustment on non-qualified deferred compensation | $(2,592) | $(3,275) | $(2,062) | | **Adjusted revenue (TE)** | **$612,794** | **$592,083** | **$564,051** | | Efficiency ratio-TE | 56.5% | 53.0% | 55.4% | | **Adjusted tangible efficiency ratio** | **51.8%** | **52.3%** | **53.0%** | [Adjusted Pre-Provision Net Revenue](index=16&type=section&id=Adjusted%20Pre-Provision%20Net%20Revenue) Adjusted pre-provision net revenue (**PPNR**) is derived by subtracting adjusted non-interest expense from adjusted revenue (taxable equivalent), offering a measure of core operating profitability before credit losses | Metric (in thousands of dollars) | 3Q25 | 2Q25 | 3Q24 | | :------------------------------------------- | :----- | :----- | :----- | | Pre-provision net revenue (PPNR) | $266,663 | $277,995 | $251,030 | | Adjusted revenue (TE) | $612,794 | $592,083 | $564,051 | | Adjusted non-interest expense | $(320,216) | $(312,354) | $(301,709) | | **Adjusted PPNR** | **$292,578** | **$279,729** | **$262,342** | [Adjusted Return on Average Assets](index=17&type=section&id=Adjusted%20Return%20on%20Average%20Assets) Adjusted return on average assets is calculated by adjusting net income for non-recurring items and their tax effects, then annualizing and dividing by total average assets, providing a normalized profitability measure | Metric (in thousands of dollars) | 3Q25 | 2Q25 | 3Q24 | | :------------------------------------------- | :----- | :----- | :----- | | Net income | $196,505 | $217,119 | $180,684 | | Restructuring charges (reversals) | $(747) | $72 | $1,219 | | Valuation adjustment to Visa derivative | $2,911 | — | $8,700 | | Investment securities losses (gains), net | $(1,742) | — | — | | Merger-related expense | $23,757 | — | — | | Tax effect of adjustments | $(5,839) | $(17) | $(2,427) | | **Adjusted net income** | **$214,845** | **$217,174** | **$188,176** | | Return on average assets (annualized) | 1.30% | 1.46% | 1.21% | | **Adjusted return on average assets (annualized)** | **1.42%** | **1.46%** | **1.26%** | [Adjusted Net Income Available to Common Shareholders and Diluted EPS](index=17&type=section&id=Adjusted%20Net%20Income%20Available%20to%20Common%20Shareholders%20and%20Diluted%20EPS) Adjusted net income available to common shareholders and adjusted diluted EPS are presented by excluding non-recurring items and their tax effects, offering a clearer view of earnings from ongoing operations | Metric (in thousands of dollars) | 3Q25 | 2Q25 | 3Q24 | | :------------------------------------------- | :----- | :----- | :----- | | Net income available to common shareholders | $185,590 | $206,320 | $169,628 | | Restructuring charges (reversals) | $(747) | $72 | $1,219 | | Valuation adjustment to Visa derivative | $2,911 | — | $8,700 | | Investment securities losses (gains), net | $(1,742) | — | — | | Merger-related expense | $23,757 | — | — | | Tax effect of adjustments | $(5,839) | $(17) | $(2,427) | | **Adjusted net income available to common shareholders** | **$203,930** | **$206,375** | **$177,120** | | Diluted earnings per share | $1.33 | $1.48 | $1.18 | | **Adjusted diluted earnings per share** | **$1.46** | **$1.48** | **$1.23** | [Adjusted Return on Average Common Equity and Tangible Common Equity](index=18&type=section&id=Adjusted%20Return%20on%20Average%20Common%20Equity%20and%20Tangible%20Common%20Equity) Reconciliations for adjusted return on average common equity and tangible common equity are provided, adjusting for non-recurring items and intangible assets to offer a more comparable measure of profitability and efficiency for common shareholders | Metric (in thousands of dollars) | 3Q25 | 2Q25 | 3Q24 | | :------------------------------------------- | :----- | :----- | :----- | | Adjusted net income available to common shareholders annualized | $809,070 | $827,768 | $704,630 | | Amortization of intangibles, tax effected, annualized | $7,907 | $7,993 | $8,735 | | Adjusted net income available to common shareholders excluding amortization of intangibles annualized | $816,977 | $835,761 | $713,365 | | Return on average common equity (annualized) | 14.36% | 16.71% | 14.38% | | **Adjusted return on average common equity (annualized)** | **15.78%** | **16.71%** | **15.02%** | | Return on average tangible common equity (annualized) | 16.11% | 18.81% | 16.38% | | **Adjusted return on average tangible common equity (annualized)** | **17.69%** | **18.82%** | **17.09%** | [Tangible Common Equity Ratio](index=19&type=section&id=Tangible%20Common%20Equity%20Ratio) The tangible common equity ratio is reconciled by subtracting goodwill, other intangible assets, and preferred stock from total shareholders' equity, and goodwill and other intangible assets from total assets, providing a key measure of capital strength | Metric (in thousands of dollars) | Sep 30, 2025 | Dec 31, 2024 | Sep 30, 2024 | | :------------------------------------------- | :----------- | :----------- | :----------- | | Total assets | $60,485,175 | $60,233,644 | $59,589,628 | | Goodwill | $(480,440) | $(480,440) | $(480,440) | | Other intangible assets, net | $(26,436) | $(34,318) | $(37,207) | | **Tangible assets** | **$59,978,299** | **$59,718,886** | **$59,071,981** | | Total Synovus Financial Corp. shareholders' equity | $5,818,737 | $5,244,557 | $5,355,976 | | Goodwill | $(480,440) | $(480,440) | $(480,440) | | Other intangible assets, net | $(26,436) | $(34,318) | $(37,207) | | Preferred Stock, no par value | $(537,145) | $(537,145) | $(537,145) | | **Tangible common equity** | **$4,774,716** | **$4,192,654** | **$4,301,184** | | Total Synovus Financial Corp. shareholders' equity to total assets ratio | 9.62% | 8.71% | 8.99% | | **Tangible common equity ratio** | **7.96%** | **7.02%** | **7.28%** | [Additional Information](index=5&type=section&id=Additional%20Information) [Earnings Conference Call](index=5&type=section&id=Earnings%20Conference%20Call) Synovus will host an earnings highlights conference call on **October 16, 2025**, at **8:30 a.m. ET**, with access via dial-in or simultaneous internet broadcast on their investor relations website - Synovus will host an earnings highlights conference call on **October 16, 2025**, at **8:30 a.m. ET**[11](index=11&type=chunk) - The call can be accessed via a listen-only dial-in phone number (**833-470-1428, code: 826693**) or a simultaneous internet broadcast on investor.synovus.com/event[11](index=11&type=chunk) - A replay of the call will be archived for at least **12 months** and available approximately one hour after the live event[11](index=11&type=chunk) [Company Overview](index=5&type=section&id=Company%20Overview) Synovus Financial Corp. is a Georgia-based financial services company with **$60 billion** in assets, offering a comprehensive suite of commercial and consumer banking products and services across **244 branches** in five Southeastern states - Synovus Financial Corp. is a financial services company based in Columbus, Georgia, with **$60 billion** in assets as of **September 30, 2025**[12](index=12&type=chunk) - The company provides commercial and consumer banking, wealth services, treasury management, mortgage services, premium finance, asset-based lending, structured lending, capital markets, and international banking[12](index=12&type=chunk) - Synovus operates **244 branches** across Georgia, Alabama, Florida, South Carolina, and Tennessee, and is recognized as a **Great Place to Work-Certified Company**[12](index=12&type=chunk) [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) This section contains cautionary statements regarding forward-looking information, emphasizing that actual results may differ materially due to various known and unknown risks and uncertainties, particularly concerning the proposed merger with Pinnacle Financial Partners - The communication includes forward-looking statements about the proposed merger with Pinnacle, including future financial results, timing of completion, and combined company plans[13](index=13&type=chunk) - Prospective investors are cautioned that forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties that could cause actual results to differ materially[14](index=14&type=chunk) - Key risk factors include the realization of cost savings and synergies, business disruption from the merger, integration difficulties, failure to obtain approvals, transaction costs, and general economic conditions[14](index=14&type=chunk)[15](index=15&type=chunk) [Important Information About the Merger](index=6&type=section&id=Important%20Information%20About%20the%20Merger) Investors are urged to review the registration statement on **Form S-4** and the definitive joint proxy statement/prospectus filed with the **SEC** for important information regarding the proposed merger, available free of charge through the **SEC's website** or by contacting investor relations - Steel Newco Inc. filed a registration statement on **Form S-4 (File No. 333-289866)** with the **SEC**, which includes a joint proxy statement/prospectus for the proposed transaction[16](index=16&type=chunk) - Investors and security holders are urged to read these documents carefully as they contain important information about the merger and related matters[16](index=16&type=chunk) - Free copies of these documents are available through the **SEC's website (http://www.sec.gov)** or by contacting the investor relations departments of Synovus or Pinnacle[16](index=16&type=chunk) [Participants in Solicitation](index=6&type=section&id=Participants%20in%20Solicitation) Information regarding the directors and executive officers of Synovus and Pinnacle, who may be deemed participants in the proxy solicitation for the proposed merger, is available in their respective proxy statements and annual reports filed with the **SEC** - Synovus and Pinnacle, along with their directors and executive officers, may be considered participants in the solicitation of proxies for the proposed transaction[17](index=17&type=chunk) - Information about Synovus's directors and executive officers is available in its **2025** annual meeting proxy statement and **Annual Report on Form 10-K**[18](index=18&type=chunk) - Similarly, information for Pinnacle's directors and executive officers can be found in its **2025** annual meeting proxy statement and **Annual Report on Form 10-K**[18](index=18&type=chunk) [No Offer or Solicitation](index=7&type=section&id=No%20Offer%20or%20Solicitation) This communication explicitly states that it does not constitute an offer to sell or a solicitation of an offer to buy securities, nor a solicitation of any vote or approval, and any sale of securities will only occur in compliance with applicable securities laws - This communication is not an offer to sell or a solicitation of an offer to buy any securities[19](index=19&type=chunk) - It also does not constitute a solicitation of any vote or approval[19](index=19&type=chunk) - Any sale of securities will only be made by means of a prospectus meeting the requirements of **Section 10 of the Securities Act of 1933**, as amended[19](index=19&type=chunk)