Synovus Financial (SNV) - 2025 Q3 - Quarterly Results

Third Quarter 2025 Earnings Overview Executive Summary and Highlights 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] - Average loans increased 1% from the prior quarter, driven by growth in structured lending and commercial real estate lines of business[4] - 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] CEO Statement 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] - 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] - 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] Pinnacle Financial Partners-Synovus Financial Corp. Pending Merger Merger Status and Integration Progress 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] - 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] - Retention packages for key employees at both companies have been communicated, and significant technology stack decisions have been made[6] Merger-Related Financial Assumptions 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] - 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] - This improved pro forma CET1 ratio is a result of a more favorable rate environment and strong third-quarter 2025 capital generation[6] Financial Performance Summary Key Financial Metrics 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 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 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 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 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 Income Statement Data (Nine Months Ended September 30) 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] Income Statement Data (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] Balance Sheet Data (Period End) 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] - Total Synovus Financial Corp. shareholders' equity increased to $5.82 billion from $5.24 billion at December 31, 2024[22] Average Balances, Interest, and Yields/Rates (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) 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 Loans Outstanding by Type 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] Non-Performing Loans Composition 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] Credit Quality Data 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] Capital Information Selected Capital Ratios 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] Non-GAAP Financial Measures and Reconciliations Non-GAAP Measures Explanation 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] - 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] - 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] Reconciliation of Non-GAAP Financial Measures 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 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 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 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 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 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 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 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 Earnings Conference Call 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] - 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] - A replay of the call will be archived for at least 12 months and available approximately one hour after the live event[11] Company Overview 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] - 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] - Synovus operates 244 branches across Georgia, Alabama, Florida, South Carolina, and Tennessee, and is recognized as a Great Place to Work-Certified Company[12] Forward-Looking Statements 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] - 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] - 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][15] Important Information About the Merger 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] - Investors and security holders are urged to read these documents carefully as they contain important information about the merger and related matters[16] - 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] Participants in Solicitation 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] - 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] - 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] No Offer or Solicitation 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] - It also does not constitute a solicitation of any vote or approval[19] - 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]