Synovus Financial

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ANNUAL
REPORT
2023

 
 
 
Our purpose 

Enabling people to reach 
their full potential

Shareholder Information

Synovus Financial Corp. is a financial services company based in Columbus, Georgia, with approximately 

$60 billion in assets. Through its wholly-owned subsidiary, Synovus Bank, the company provides 

commercial and consumer banking services, including private banking, treasury management, mortgage 

services, wealth management, premium finance, asset-based lending, structured lending, capital markets 

and international banking. Synovus also provides financial planning and investment advisory services 

through its wholly-owned subsidiaries, Synovus Trust and Synovus Securities. Synovus’ range of products 

and services, along with its industry-leading reputation and focus on local communities, make the company 

a compelling choice for clients in some of the best markets in the southeast. See Synovus on the web at 

synovus.com and X (formerly Twitter), Facebook, LinkedIn and Instagram.

Stock Trading Information 

Synovus common stock is traded on the New York Stock Exchange (NYSE) under the symbol “SNV.” 

Notice of 2024 Annual Meeting of Shareholders 

Our Annual Meeting of Shareholders will be held in a virtual meeting format and will begin at 10:00 a.m. ET 

on Wednesday, April 24, 2024. To attend, vote, and submit questions at the Annual Meeting, shareholders 

will need to go to www.virtualshareholdermeeting.com/SNV2024 and, when prompted, enter the 16-digit 

control number included in their proxy materials. Those without a 16-digit control number may attend the 

2024 Annual Meeting as guests. 

Dividend Reinvestment and Direct Stock Purchase Plan 

The Plan provides a comprehensive package of services designed to make investing in Synovus stock 

easy, convenient, and more affordable. To request an enrollment package for the Dividend Reinvestment 

and Direct Stock Purchase Plan, or for more information, please visit us at investor.synovus.com or call our 

automated request line at (888) 777-0322. 

Investor Relations 

Analysts, investors and others seeking additional 

financial information not available at 

investor.synovus.com should contact: 

Shareholder Services 

Current shareholders requiring assistance should 

contact our transfer agent, Equiniti Trust Company:

Jennifer Demba, CFA

Senior Director, Investor Relations

Synovus

3400 Overton Park Drive SE, 4th Floor,

Atlanta, GA 30339

(404) 364-2715

Email: jenniferdemba@synovus.com 

U.S. Mail - Registered or Overnight 

55 Challenger Road, Floor 2, 

Ridgefield Park, NJ 07660

Telephone Inquiries 

(888) 777-0322 

Website 

www.equiniti.com

Cautionary language regarding forward-looking statements: This annual report to shareholders contains forward looking statements, which by 

their nature involve risks and uncertainties. Please refer to Synovus’ 2023 Annual Report on Form 10-K filed with the Securities and Exchange 

Commission for information concerning forward-looking statements, under the caption “Forward-Looking Statements,” and for a description of 

certain factors that may cause actual results to differ from goals referred to herein or contemplated by such statements. 

SYNOVUS® and SYNOVUS FINANCIAL CORP.® are federally registered service marks of Synovus Financial Corp., which also owns a number 

of other federally registered service marks. All other products and company names are trademarks or federally registered trademarks of their 

respective companies. ©Copyright 2024 Synovus Financial Corp. All rights reserved. 

Dear shareholders,

Our purpose – enabling people to reach their full potential – is unwavering. 

We recognize our mission extends beyond financial transactions. It’s about 
empowering individuals, families and businesses to seize opportunities, build brighter 
futures and thrive. In 2023, our commitment to this purpose was tested amid the 
turbulence of a few bank failures and the persistent questions surrounding regional 
bank stability. It’s especially during challenging times like these that our purpose, 
enabled by our relationship-centric model, comes fully to life.

Focused on the continued execution of our strategic priorities throughout 2023, we 
simultaneously navigated unforeseen challenges, adapted swiftly and upheld our 
commitment to clients – proactive advice, customized solutions and unrelenting 
support while fostering growth. Our financial results were anchored through actions and 
focused execution.

We onboarded talent in key businesses and markets to expand our presence and 
profitability. We also transformed the client experience through modernized banking 
platforms, improved digital analytics to gain better insights into client behaviors, 
preferences and trends, and met broader client needs through new solutions and 
enhanced offerings. You’ll see profiles of a few of our key initiatives and investments 
throughout this annual report.

Our actions spoke volumes as we were rewarded with client growth and deeper 
relationships and recognized by J.D. Power as #1 for customer satisfaction and trust in 
the southeast. Additionally, Coalition Greenwich awarded us 20 Excellence and Best 
Brand Awards in 2023 and another 25 in 2024, further affirming Synovus as a bank 
committed to product innovation and fully meeting the needs of our clients. 

Delivering on our purpose

#1 for customer satisfaction 
and trust in the southeast

Greenwich Excellence 
and Best Brands

Fourth-highest number of total 
awards in 2024 among all 
financial institutions evaluated

01

Our purpose is the compass that guides 
decisions and actions that benefit our clients, 
team, communities and shareholders every 
day. Engaged and empowered team members, 
coupled with trusting and loyal clients in thriving 
markets, produce strong, profitable growth. Rest 
assured, we’re laser-focused on building upon 
this foundation by growing and expanding our 
client base, all while building a more risk-resilient 
bank for all.

A stronger, more resilient bank 

The collective impact of our short- and long-term 
actions resulted in a solid year of performance. 
Core deposits1 grew 3%, while commercial 
business lines such as middle market, corporate 
and investment banking (CIB) and specialty lending 
increased 12%. Even as our deposits remained 
stable, given industrywide concern surrounding 
liquidity, we expanded our contingent liquidity 
sources to $28 billion out of an abundance 
of caution. 

While non-interest revenue decreased 1% from 
2022, adjusted non-interest revenue2 increased 
11%. Pre-provision net revenue declined 16% from 
2022, and adjusted pre-provision net revenue, 
excluding the $51 million Federal Deposit 
Insurance Corporation special assessment,2 
grew 2%. Our treasury and payment solutions, 
capital markets and wealth management business 
lines all experienced double-digit non-interest 
revenue growth in 2023. Investments in banking 
as a service, such as Maast, and expectations 
of growing our long-standing partnership with 
GreenSky further augmented and diversified our 
non-interest revenue stream. These capabilities 
increase our reach and competitive edge. At the 
same time, we maintained disciplined expense 
control while managing revenue headwinds. Our 
actions resulted in a top-quartile adjusted tangible 
efficiency ratio2 compared to peers.  

With lending rates up sharply, the banking 
industry’s credit losses have migrated from the 

extremely low levels experienced over the prior 
few years. However, our net charge-offs were a 
very manageable 0.28% of average loans in 2023, 
excluding the sales of medical office building and 
third-party indirect auto loans, up from 0.13% 
in 2022. 

Our steady progress in diversifying and optimizing 
our business mix to deliver long-term, sustainable 
growth resulted in two loan sale transactions 
that freed up capital for the bank to accelerate 
growth in more relationship-oriented loans with 
accompanying deposits. The proceeds from third-
party indirect auto and medical office building 
sales during the third quarter reduced our level of 
wholesale funding and accelerated the path to our 
Common Equity Tier 1 target of 10%, ending the 
year at 10.22%.

In addition, the sale of asset management firm 
GLOBALT to its leadership team allowed Synovus 
to reallocate capital to higher returning non-interest 
revenue lines of business while continuing to meet 
our wealth clients’ needs. 

Finally, we repositioned a portion of our investment 
securities portfolio, augmenting net interest income 
by an expected $28 million annually over the next 
several years. With rates expected to stay higher 
for longer, we expect fixed-rate loan and securities 
repricing to create a path to net interest income 
expansion in 2024 and beyond.

Our team members are the driving force behind our 
success, and their dedication and enthusiasm are 
crucial to providing exceptional service to clients. 
Our 2023 Voice of the Team Member survey 
revealed engagement and favorability levels that 
rank Synovus in the top 5% of the banking industry, 
proving our ongoing commitment to fostering a 
supportive and inclusive work environment.

While we continued to invest in our workforce and 
take meaningful actions in other areas of corporate 
responsibility, our team members strengthened 
communities, contributing approximately 31,000 
volunteer hours to hands-on, grassroots efforts. 

priorities throughout 2023, we simultaneously 

“ Focused on the continued execution of our strategic 

navigated unforeseen challenges, adapted swiftly 

proactive advice, customized solutions and 

unrelenting support while fostering growth.

and upheld our commitment to clients – 

- Kevin S. Blair

We also ended the year with greater diversity 

continued success in middle market, CIB and 

and inclusivity. We saw growth in membership in 

specialty lending and core deposit1 growth of 

our five employee resource groups and further 

2 - 6% from our focused core funding generation 

diversified senior leadership and our corporate 

strategies. With an expanding net interest 

board. More highlights on these and other 

margin and controlled expenses, we forecast an 

corporate responsibility topics are available later 

acceleration of core pre-provision net revenue 

in this annual report, on synovus.com and in our 

growth throughout the year if the Fed Funds 

proxy materials. 

Grow the bank 

Rate remains stable. Finally, pending economic 

conditions and the credit environment, we expect 

to manage our Common Equity Tier 1 capital ratio 

within our target range of 10% - 10.5%.

In 2024, another year marked by certain industry 

and macroeconomic disruptors, we’ve embraced 

the mantra: “Grow the Bank.” This growth will 

In closing 

come through investments in our clients, offering 

Thank you for your steadfast trust and support. 

proactive and expert advice as well as enhanced, 

Your loyalty reminds our team daily of our 

streamlined and innovative experiences, channels, 

responsibility to be exceptional stewards of our 

touchpoints and solutions. 

resources and the investments and confidence 

you’ve placed in us. We’re committed to being 

We’re also committed to preserving and improving 

a different kind of bank for all we serve and our 

key elements of our safety and soundness profile. 

passionate pursuit of enabling others to reach their 

This includes increasing our core deposit1 base 

full potential. 

and retaining strong capital levels and credit 

performance that further validate our efforts to 

diversify and fortify the balance sheet. These 

actions will continue to enhance our resilience 

amid uncertainties and competitively position us for 

the long term. 

Our fundamental guidance for the year includes 

Chairman, CEO and President

expectations for 0% - 3% loan growth driven by 

Kevin S. Blair

02

(1) Excluding brokered deposits; (2) Non-GAAP financial measure. See Appendix B of the enclosed proxy statement for applicable reconciliation to GAAP measure.

03

Our purpose is the compass that guides 

extremely low levels experienced over the prior 

decisions and actions that benefit our clients, 

few years. However, our net charge-offs were a 

team, communities and shareholders every 

very manageable 0.28% of average loans in 2023, 

day. Engaged and empowered team members, 

excluding the sales of medical office building and 

coupled with trusting and loyal clients in thriving 

third-party indirect auto loans, up from 0.13% 

markets, produce strong, profitable growth. Rest 

in 2022. 

assured, we’re laser-focused on building upon 

this foundation by growing and expanding our 

Our steady progress in diversifying and optimizing 

client base, all while building a more risk-resilient 

our business mix to deliver long-term, sustainable 

bank for all.

growth resulted in two loan sale transactions 

that freed up capital for the bank to accelerate 

growth in more relationship-oriented loans with 

accompanying deposits. The proceeds from third-

party indirect auto and medical office building 

A stronger, more resilient bank 

The collective impact of our short- and long-term 

sales during the third quarter reduced our level of 

actions resulted in a solid year of performance. 

wholesale funding and accelerated the path to our 

Core deposits1 grew 3%, while commercial 

Common Equity Tier 1 target of 10%, ending the 

business lines such as middle market, corporate 

year at 10.22%.

and investment banking (CIB) and specialty lending 

increased 12%. Even as our deposits remained 

In addition, the sale of asset management firm 

stable, given industrywide concern surrounding 

GLOBALT to its leadership team allowed Synovus 

liquidity, we expanded our contingent liquidity 

to reallocate capital to higher returning non-interest 

sources to $28 billion out of an abundance 

revenue lines of business while continuing to meet 

of caution. 

our wealth clients’ needs. 

While non-interest revenue decreased 1% from 

Finally, we repositioned a portion of our investment 

2022, adjusted non-interest revenue2 increased 

securities portfolio, augmenting net interest income 

11%. Pre-provision net revenue declined 16% from 

by an expected $28 million annually over the next 

2022, and adjusted pre-provision net revenue, 

several years. With rates expected to stay higher 

excluding the $51 million Federal Deposit 

Insurance Corporation special assessment,2 

for longer, we expect fixed-rate loan and securities 

repricing to create a path to net interest income 

grew 2%. Our treasury and payment solutions, 

expansion in 2024 and beyond.

capital markets and wealth management business 

lines all experienced double-digit non-interest 

Our team members are the driving force behind our 

revenue growth in 2023. Investments in banking 

success, and their dedication and enthusiasm are 

as a service, such as Maast, and expectations 

crucial to providing exceptional service to clients. 

of growing our long-standing partnership with 

Our 2023 Voice of the Team Member survey 

GreenSky further augmented and diversified our 

revealed engagement and favorability levels that 

non-interest revenue stream. These capabilities 

rank Synovus in the top 5% of the banking industry, 

increase our reach and competitive edge. At the 

proving our ongoing commitment to fostering a 

same time, we maintained disciplined expense 

supportive and inclusive work environment.

control while managing revenue headwinds. Our 

actions resulted in a top-quartile adjusted tangible 

While we continued to invest in our workforce and 

efficiency ratio2 compared to peers.  

take meaningful actions in other areas of corporate 

responsibility, our team members strengthened 

“ Focused on the continued execution of our strategic 

priorities throughout 2023, we simultaneously 
navigated unforeseen challenges, adapted swiftly 
and upheld our commitment to clients – 
proactive advice, customized solutions and 
unrelenting support while fostering growth.

- Kevin S. Blair

We also ended the year with greater diversity 
and inclusivity. We saw growth in membership in 
our five employee resource groups and further 
diversified senior leadership and our corporate 
board. More highlights on these and other 
corporate responsibility topics are available later 
in this annual report, on synovus.com and in our 
proxy materials. 

Grow the bank 

In 2024, another year marked by certain industry 
and macroeconomic disruptors, we’ve embraced 
the mantra: “Grow the Bank.” This growth will 
come through investments in our clients, offering 
proactive and expert advice as well as enhanced, 
streamlined and innovative experiences, channels, 
touchpoints and solutions. 

We’re also committed to preserving and improving 
key elements of our safety and soundness profile. 
This includes increasing our core deposit1 base 
and retaining strong capital levels and credit 
performance that further validate our efforts to 
diversify and fortify the balance sheet. These 
actions will continue to enhance our resilience 
amid uncertainties and competitively position us for 
the long term. 

continued success in middle market, CIB and 
specialty lending and core deposit1 growth of 
2 - 6% from our focused core funding generation 
strategies. With an expanding net interest 
margin and controlled expenses, we forecast an 
acceleration of core pre-provision net revenue 
growth throughout the year if the Fed Funds 
Rate remains stable. Finally, pending economic 
conditions and the credit environment, we expect 
to manage our Common Equity Tier 1 capital ratio 
within our target range of 10% - 10.5%.

In closing 

Thank you for your steadfast trust and support. 
Your loyalty reminds our team daily of our 
responsibility to be exceptional stewards of our 
resources and the investments and confidence 
you’ve placed in us. We’re committed to being 
a different kind of bank for all we serve and our 
passionate pursuit of enabling others to reach their 
full potential. 

With lending rates up sharply, the banking 

communities, contributing approximately 31,000 

industry’s credit losses have migrated from the 

volunteer hours to hands-on, grassroots efforts. 

Our fundamental guidance for the year includes 
expectations for 0% - 3% loan growth driven by 

Kevin S. Blair
Chairman, CEO and President

02

(1) Excluding brokered deposits; (2) Non-GAAP financial measure. See Appendix B of the enclosed proxy statement for applicable reconciliation to GAAP measure.

03

2023 Performance Highlights

2023 Key Strategic Actions

~$60B In assets

~$51 B In deposits

$3.46

Diluted earnings 
per share

Largest bank 
headquartered 
in Georgia

Partnering to build full relationships 

We’re a relationship bank. And our priority is to ensure we’re 

providing clients with all the solutions they need.

When it comes to helping business owners succeed, as trusted 

advisors, we aim to maximize the expertise we bring to the table 

and deliver value-added solutions while developing full relationships 

through a team approach. To build on the trust our commercial 

and wholesale relationship managers have established across our 

markets, we introduced Business Owner Wealth Strategy (BOWS), a 

comprehensive end-to-end advisory solution for businesses and their 

owners, through integrated teams providing a single point of contact. 

BOWS delivers a one-team approach that streamlines the experience 

and builds client confidence in our ability to be their banking and 

financial services partners. Our bankers, private wealth advisors, 

investment strategists, asset managers and financial and estate 

planners come together to customize solutions that achieve goals and 

fulfill dreams. 

57%

Conversion rate 

from commercial 

referrals to 

private wealth

38%

Increase in 

new households from 

existing households 

with commercial/

wholesale relationship

Launched as a pilot in the Atlanta market in the second half of 2022, we expanded to 12 markets in the 

second quarter of 2023, experiencing continued momentum through year-end. We'll continue to drive 

this key strategy forward as BOWS transforms client relationships, contributes to new revenue growth 

and serves as a differentiator in the marketplace.

3%

Increase in core 
deposit1 growth 
and core loans2

246 branches

Providing always-on advice 

103bps

Growth in 
Georgia 
market share

Understanding our clients means we can better equip them to make 

informed decisions about their finances.

Synovus Insights, a digital tool launched in July 2023, empowers 

clients with financial clarity and control. Through sophisticated 

data analytics and personalized insights, Synovus Insights provides 

digital clients with an always-on tool to help them navigate their 

financial journeys.

Aggregating and analyzing transactional data gives clients visibility 

into spending patterns, budgeting and financial awareness tailored 

to each client’s needs. Through notifications, interactive quizzes 

and a cash flow tracker, clients can access timely, accurate 

information at their fingertips, assisting them in making better-

informed financial decisions.

04

(1) Excluding brokered deposits; (2) Excluding the medical office building loans and third-party indirect auto loan sales.

05

2023 Performance Highlights

2023 Key Strategic Actions

~$60B In assets

~$51 B In deposits

$3.46

Diluted earnings 

per share

Largest bank 

headquartered 

in Georgia

3%

Increase in core 

deposit1 growth 

and core loans2

103bps

Growth in 

Georgia 

market share

Partnering to build full relationships 

We’re a relationship bank. And our priority is to ensure we’re 
providing clients with all the solutions they need.

When it comes to helping business owners succeed, as trusted 
advisors, we aim to maximize the expertise we bring to the table 
and deliver value-added solutions while developing full relationships 
through a team approach. To build on the trust our commercial 
and wholesale relationship managers have established across our 
markets, we introduced Business Owner Wealth Strategy (BOWS), a 
comprehensive end-to-end advisory solution for businesses and their 
owners, through integrated teams providing a single point of contact. 

BOWS delivers a one-team approach that streamlines the experience 
and builds client confidence in our ability to be their banking and 
financial services partners. Our bankers, private wealth advisors, 
investment strategists, asset managers and financial and estate 
planners come together to customize solutions that achieve goals and 
fulfill dreams. 

57%

Conversion rate 
from commercial 
referrals to 
private wealth

38%

Increase in 
new households from 
existing households 
with commercial/
wholesale relationship

Launched as a pilot in the Atlanta market in the second half of 2022, we expanded to 12 markets in the 
second quarter of 2023, experiencing continued momentum through year-end. We'll continue to drive 
this key strategy forward as BOWS transforms client relationships, contributes to new revenue growth 
and serves as a differentiator in the marketplace.

246 branches

Providing always-on advice 

Understanding our clients means we can better equip them to make 
informed decisions about their finances.

Synovus Insights, a digital tool launched in July 2023, empowers 
clients with financial clarity and control. Through sophisticated 
data analytics and personalized insights, Synovus Insights provides 
digital clients with an always-on tool to help them navigate their 
financial journeys.

Aggregating and analyzing transactional data gives clients visibility 
into spending patterns, budgeting and financial awareness tailored 
to each client’s needs. Through notifications, interactive quizzes 
and a cash flow tracker, clients can access timely, accurate 
information at their fingertips, assisting them in making better-
informed financial decisions.

04

(1) Excluding brokered deposits; (2) Excluding the medical office building loans and third-party indirect auto loan sales.

05

Synovus Insights

Making it easier for clients

Our treasury and payment solutions (TPS) team is 
essential to our ability to build full relationships with 
clients. This team offers expanded and innovative 
business operations solutions that help clients and 
drive growth for our company. TPS Connect is a 
great example of how this team delivers differently 
for our clients. This unique platform automates and 
personalizes how we onboard clients and is an 
attractive differentiator in this competitive space. 

More broadly, the TPS team provides strategic 
guidance to help clients stay ahead and delivers 
solutions that make their businesses easier to 
operate and more secure. Businesses with complex 
financial needs trust us to streamline their financial 
processes and automate routine tasks to 
improve operational efficiency and reduce 
administrative overhead.

Our Accelerate suite of solutions integrated into 
our Synovus Gateway commercial banking portal 
includes Accelerate FX, a product that allows 

Other awards and accomplishments

clients to send and receive international payments 
in 140 currencies, including exotic currencies, plus 
United States dollar cross-border wire transfers. 
The product also engages in foreign currency 
hedging and manages multicurrency accounts all in 
one place. Additionally, Accelerate Pay, our 
first-of-its-kind integrated payment solution, 
features "payee choice" while reducing check 
use and moving to more secure electronic 
payment methods.

Accelerate FX

source of growth into the future.

Expanding reach

In mid-2022, we announced our expansion in 
covering the commercial banking segment with 
our new CIB line of business. We identified an 
opportunity in the marketplace as competitors 
continued to move up market. Targeting specific 
industries, our goal is to help businesses identify, 
evaluate and structure potential corporate finance 
and advisory-related transactions. CIB caters 
to a targeted range of clients, including large 

public companies, sponsor-backed businesses 

resource providers (ERP) extend the traditional 

and emerging-growth companies with a focus 

payment ecosystem to incorporate digital business 

on financial institutions, healthcare services, and 

banking to drive competitive advantage, unlocking 

technology, media and communications.

operational cash. Maast makes it easy for SaaS and 

ERP platforms to become super-apps by unifying 

Within its first 18 months, CIB became pre-provision 

payment acceptance and banking with an end-to-

net revenue positive and continues to grow 

end, cloud-based embedded finance architecture.

capital markets and generate 28% of total revenue 

through non-interest revenue. CIB’s continued 

During the second through fourth quarters of 2023, 

success with the evolution of our commercial 

Maast witnessed double-digit pipeline growth 

clients has significantly enhanced the value we 

and client adoption. As we continue to expand 

provide and will continue to represent a strong 

scalability of the platform and enhance services 

and functionality, we expect accelerated non-

interest revenue and deposit growth from our go-

to-market strategies for SaaS and ERP partners in 

Delivering banking as a service

2024 and beyond. 

Technology and innovation in the fintech, banking 

GreenSky

and payments space continues to expand at 

Leveraging our experience and expertise in the 

a phenomenal pace. Synovus created unique 

banking-as-a-service marketplace, another growth 

partnerships with technology-driven organizations 

area for the bank is expanding our relationship 

that specialize in providing proprietary solutions 

with GreenSky, a financial technology company. As 

and cutting-edge features that help software 

their sole bank partner in originating loans to their 

platforms access banking capabilities.

clients, we expect this new relationship to further 

grow and diversify our non-interest revenue stream 

with a highly profitable, balance-sheet-

Maast

A wholly-owned subsidiary of Synovus, 

light arrangement. 

Maast furthers the bank’s culture of innovation 

and financial technology while expanding our 

reach nationwide.

An embedded finance provider, Maast helps 

software-as-a-service (SaaS) and enterprise 

American Banker

Most Powerful Women in Banking

Most Powerful Women in Banking NEXT

Innovators of the Year

06

07

 
 
clients to send and receive international payments 

in 140 currencies, including exotic currencies, plus 

United States dollar cross-border wire transfers. 

The product also engages in foreign currency 

hedging and manages multicurrency accounts all in 

one place. Additionally, Accelerate Pay, our 

first-of-its-kind integrated payment solution, 

features "payee choice" while reducing check 

use and moving to more secure electronic 

payment methods.

Accelerate FX

Synovus Insights

Making it easier for clients

Our treasury and payment solutions (TPS) team is 

essential to our ability to build full relationships with 

clients. This team offers expanded and innovative 

business operations solutions that help clients and 

drive growth for our company. TPS Connect is a 

great example of how this team delivers differently 

for our clients. This unique platform automates and 

personalizes how we onboard clients and is an 

attractive differentiator in this competitive space. 

More broadly, the TPS team provides strategic 

guidance to help clients stay ahead and delivers 

solutions that make their businesses easier to 

Expanding reach

operate and more secure. Businesses with complex 

In mid-2022, we announced our expansion in 

financial needs trust us to streamline their financial 

covering the commercial banking segment with 

processes and automate routine tasks to 

improve operational efficiency and reduce 

administrative overhead.

Our Accelerate suite of solutions integrated into 

our Synovus Gateway commercial banking portal 

includes Accelerate FX, a product that allows 

our new CIB line of business. We identified an 

opportunity in the marketplace as competitors 

continued to move up market. Targeting specific 

industries, our goal is to help businesses identify, 

evaluate and structure potential corporate finance 

and advisory-related transactions. CIB caters 

to a targeted range of clients, including large 

Other awards and accomplishments

public companies, sponsor-backed businesses 
and emerging-growth companies with a focus 
on financial institutions, healthcare services, and 
technology, media and communications.

Within its first 18 months, CIB became pre-provision 
net revenue positive and continues to grow 
capital markets and generate 28% of total revenue 
through non-interest revenue. CIB’s continued 
success with the evolution of our commercial 
clients has significantly enhanced the value we 
provide and will continue to represent a strong 
source of growth into the future.

Delivering banking as a service

Technology and innovation in the fintech, banking 
and payments space continues to expand at 
a phenomenal pace. Synovus created unique 
partnerships with technology-driven organizations 
that specialize in providing proprietary solutions 
and cutting-edge features that help software 
platforms access banking capabilities.

Maast
A wholly-owned subsidiary of Synovus, 
Maast furthers the bank’s culture of innovation 
and financial technology while expanding our 
reach nationwide.

An embedded finance provider, Maast helps 
software-as-a-service (SaaS) and enterprise 

resource providers (ERP) extend the traditional 
payment ecosystem to incorporate digital business 
banking to drive competitive advantage, unlocking 
operational cash. Maast makes it easy for SaaS and 
ERP platforms to become super-apps by unifying 
payment acceptance and banking with an end-to-
end, cloud-based embedded finance architecture.

During the second through fourth quarters of 2023, 
Maast witnessed double-digit pipeline growth 
and client adoption. As we continue to expand 
scalability of the platform and enhance services 
and functionality, we expect accelerated non-
interest revenue and deposit growth from our go-
to-market strategies for SaaS and ERP partners in 
2024 and beyond. 

GreenSky
Leveraging our experience and expertise in the 
banking-as-a-service marketplace, another growth 
area for the bank is expanding our relationship 
with GreenSky, a financial technology company. As 
their sole bank partner in originating loans to their 
clients, we expect this new relationship to further 
grow and diversify our non-interest revenue stream 
with a highly profitable, balance-sheet-
light arrangement. 

American Banker
Most Powerful Women in Banking
Most Powerful Women in Banking NEXT
Innovators of the Year

06

07

 
 
Executive Leadership

Kevin Blair
Chairman, CEO and President

Gloria C. Banks
Chief Ethics and 
Compliance Officer

D. Wayne Akins
Chief Community Banking 
& Wealth Services Officer

Zack Bishop
Head of Technology, 
Operations and Security

Shellie Creson
Chief Risk Officer

Bob Derrick
Chief Credit Officer

Tom Dierdorff
Head of Corporate and 
Investment Banking

Alison W. Dowe
Chief Communications and 
Corporate Responsibility Officer

Meredith Forrester
Chief Audit Executive

Sharon Goodwine
Chief Human Resources Officer

Jamie Gregory
Chief Financial Officer

Kevin J. Howard
Chief Wholesale 
Banking Officer

Allan E. Kamensky
General Counsel

Jennifer S. Upshaw
Chief Enablement Officer

John L. Stallworth, Partner, Genesis II

Kevin Blair, Chairman, CEO and President, Synovus

Katherine M. Weislogel
Head of Treasury and 
Payment Solutions

Liz Wolverton
Head of Consumer 
Banking and Brand Experience

08

09

Board of Directors

From left to right: 

Barry L. Storey, Principal, BLS Holdings Group, LLC

Pedro Cherry, President and CEO, Atlanta Gas Light and Chattanooga Gas

Diana M. Murphy, Managing Director, Rocksolid Holdings, LLC 

John H. Irby, Attorney, Wilson, Brock & Irby, LLC

Stacy Apter, Senior Vice President and Treasurer, Head of Corporate Finance, Coca-Cola

Dr. Harris Pastides, Distinguished President Emeritus, University of South Carolina

Teresa White, President Emeritus, Aflac U.S.

Alexandra Villoch, CEO, Baptist Health Foundation

Tim Bentsen, Audit Partner and Practice Leader (Ret.) KPMG, LLP

Executive Leadership

Kevin Blair

Chairman, CEO and President

Gloria C. Banks

Chief Ethics and 

Compliance Officer

D. Wayne Akins

Chief Community Banking 

& Wealth Services Officer

Zack Bishop

Head of Technology, 

Operations and Security

Shellie Creson

Chief Risk Officer

Bob Derrick

Chief Credit Officer

Tom Dierdorff

Head of Corporate and 

Investment Banking

Alison W. Dowe

Chief Communications and 

Corporate Responsibility Officer

Meredith Forrester

Chief Audit Executive

Sharon Goodwine

Chief Human Resources Officer

Jamie Gregory

Chief Financial Officer

Kevin J. Howard

Chief Wholesale 

Banking Officer

Board of Directors

From left to right: 

Barry L. Storey, Principal, BLS Holdings Group, LLC

Pedro Cherry, President and CEO, Atlanta Gas Light and Chattanooga Gas

Diana M. Murphy, Managing Director, Rocksolid Holdings, LLC 

John H. Irby, Attorney, Wilson, Brock & Irby, LLC

Stacy Apter, Senior Vice President and Treasurer, Head of Corporate Finance, Coca-Cola

Allan E. Kamensky

General Counsel

Jennifer S. Upshaw

Chief Enablement Officer

John L. Stallworth, Partner, Genesis II

Kevin Blair, Chairman, CEO and President, Synovus

Katherine M. Weislogel

Head of Treasury and 

Payment Solutions

Liz Wolverton

Head of Consumer 

Banking and Brand Experience

Tim Bentsen, Audit Partner and Practice Leader (Ret.) KPMG, LLP

Dr. Harris Pastides, Distinguished President Emeritus, University of South Carolina

Teresa White, President Emeritus, Aflac U.S.

Alexandra Villoch, CEO, Baptist Health Foundation

08

09

$2.6M

Donations made to 
300 nonprofits and 
organizations

~ $110,000

Provided to 153 students 
through team member 
funded Jack Parker 
Scholarship program

~31,000

Volunteer hours 
equating to nearly 
$1M investment1

6% increase year 
over year
27% increase 
since 2020

> 4,000

Volunteer hours 
dedicated to 
financial education

Sustainability at Synovus
Enabling people to reach their full potential

•  9% emissions reduction since 2019, Scope 1 and 2 greenhouse gas 

emissions decrease = diminished carbon footprint

•  $108 million in renewable energy loans originated in 2023 and $22 

million in solar tax credit investments

•  $221 million project loans originated by Affordable Housing team 

and $184 million in tax credit equity

•       $450 million commitment to Affordable Mortgage Program with   

~$519 million funded at year-end

Workforce Demographics

65%

Women

31%

People of color

Women in 
senior leadership

People of color in 
senior leadership

4,879 team members
91% team member engagement score
12% 2023 voluntary turnover rate2

Visit synovus.com for more on ESG commitments.

10

(1) Based on 2023 median salary, including sales incentives, of approximately $31 per hour; (2) Excludes the impact of a 2023 voluntary early retirement program.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2023

Commission file number 1-10312

SYNOVUS FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

Georgia
(State or other jurisdiction of incorporation or organization)

58-1134883
(I.R.S. Employer Identification No.)

1111 Bay Avenue
Suite 500, Columbus, Georgia
(Address of principal executive offices)

31901
(Zip Code)

Registrant’s telephone number, including area code: (706) 641-6500
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, $1.00 Par Value
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E

Trading Symbol(s)
SNV
SNV - PrD
SNV - PrE

Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No □
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes □ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No □

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No □

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company,’’ and ‘‘emerging growth company’’
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer

☒
□

Accelerated filer
Smaller reporting company
Emerging growth company

□
□
□

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new

or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the

filing reflect the correction of an error to previously issued financial statements. □

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received

by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). □

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes □ No ☒
As of June 30, 2023, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was approximately

$4,215,933,879 based on the closing sale price of $30.25 reported on the New York Stock Exchange on June 30, 2023.

As of February 20, 2024, there were 146,399,324 shares of the registrant’s Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE

Incorporated Documents
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April 24, 2024 (‘‘Proxy Statement’’)

Form 10-K Reference Locations
Part III

Table of Contents

Index of Defined Terms

Part I

Forward Looking Statements
Item 1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

Item 1C.

Cybersecurity

Item 2.

Item 3.

Item 4.

Part II

Item 5.

Item 6.

Item 7.

Properties

Legal Proceedings

Mine Safety Disclosures

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Repurchases of Equity
Securities

Reserved

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Item 9.

Financial Statements and Supplementary Data

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Part III

Item 10.

Item 11.

Item 12.

Item 13.

Item 14.

Part IV

Item 15.

Item 16.

Signatures

Directors, Executive Officers, and Corporate Governance

Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accountant Fees and Services

Exhibits and Financial Statement Schedules

Form 10-K Summary

Page

i

1

3

14

24

24

25

25

25

26

27

28

53

55

111

111

111

111

112

112

112

113

113

114

117

118

SYNOVUS FINANCIAL CORP.
INDEX OF DEFINED TERMS

Throughout this discussion, references to ‘‘Synovus,’’ ‘‘we,’’ ‘‘our,’’ ‘‘us,’’ ‘‘the Company,’’ and similar terms refer to the consolidated entity consisting of
Synovus Financial Corp. and its subsidiaries unless the context indicates that we refer only to the Parent Company, Synovus Financial Corp. When we refer
to the ‘‘Bank’’ or ‘‘Synovus Bank’’ we mean our only bank subsidiary, Synovus Bank.

ACL – Allowance for credit
commitments, and reserve,
receivables)

losses (ALL, reserve on unfunded loan
if required, on debt securities and other

ALCO – Synovus' Asset Liability Management Committee

ALL – Allowance for loan losses

AOCI – Accumulated other comprehensive income (loss)

ASC – Accounting Standards Codification

ASU – Accounting Standards Update

ATM – Automatic teller machine

Basel III – The third Basel Accord developed by the Basel Committee on
Banking Supervision to strengthen existing regulatory capital requirements

BHC Act – Bank Holding Company Act of 1956, as amended

BOLI – Bank-owned life insurance policies

bp(s) – Basis point(s)

BOV – Broker’s opinion of value

Exchange Act – Securities Exchange Act of 1934, as amended

FASB – Financial Accounting Standards Board

FDIC – Federal Deposit Insurance Corporation

FDICIA – Federal Deposit Insurance Corporation Improvement Act of 1991

FDM – Financial Difficulty Modification

Federal Reserve Bank – One of the 12 banks that are the operating arms
of the U.S. central bank. They implement the policies of the Federal Reserve
Board, supervise bank holding companies and certain banking institutions,
and also conduct economic research

Federal Reserve Board – The 7-member Board of Governors that
oversees the Federal Reserve System, establishes monetary policy (interest
rates, credit, etc.), and monitors the economic health of the country. Its
members are appointed by the President subject to Senate confirmation,
and serve 14-year terms

Federal Reserve System or Federal Reserve – The Federal Reserve
Board, plus the 12 Federal Reserve Banks, with each one serving member
banks in its own district. The Federal Reserve has broad regulatory powers
over the money supply and the credit structure of the economy

BSBY – Bloomberg Short-Term Bank Yield Index

FFIEC – Federal Financial Institutions Examination Council

C&I – Commercial and industrial

CDI – Core Deposit Intangible

CECL – Current expected credit losses

FFIEC Retail Credit Classification Policy – FFIEC Uniform Retail Credit
Classification and Account Management Policy

FHLB – Federal Home Loan Bank

FICO – Fair Isaac Corporation

CET1 – Common Equity Tier 1 Capital defined by Basel III capital rules

FinCEN – The Treasury's financial crimes enforcement network

CFPB – Consumer Finance Protection Bureau

CIB – Corporate and Investment Banking

CISO – Chief Information Security Officer

CMO – Collateralized Mortgage Obligation

Code – Internal Revenue Code

Company – Synovus Financial Corp. and its wholly-owned subsidiaries,
except where the context requires otherwise

FINRA – Financial Industry Regulatory Authority

FOMC – Federal Open Market Committee

FRB – Federal Reserve Bank

FTP – Funds transfer pricing

GA DBF – Georgia Department of Banking and Finance

GAAP – Generally Accepted Accounting Principles in the United States of
America

Covered Litigation – Certain Visa litigation for which Visa is indemnified by
Visa USA members

GLB – Gramm-Leach-Bliley Act

COVID – Coronavirus disease 2019

CRA – Community Reinvestment Act

CRE – Commercial real estate

DCF – Discounted cash flow

DEI – Diversity, equity, and inclusion

DIF – Deposit Insurance Fund

Dodd-Frank Act – The Dodd-Frank Wall Street Reform and Consumer
Protection Act

DRR – Dual Risk Rating

GSE – Government sponsored enterprise

HTC– Historic tax credits

Interagency Supervisory Guidance – Interagency Supervisory Guidance
on Allowance for Loan and Lease Losses Estimation Practices for Loans
and Lines of Credit Secured by Junior Liens on 1-4 Family Residential
Properties

IRS – Internal Revenue Service

ISO – Independent sales organization

ITC – Investment tax credits

LGD – Loss given default

ESG – Environmental, social, and governance

LIBOR – London Interbank Offered Rate

EVE – Economic value of equity

LIHTC – Low Income Housing Tax Credit

SYNOVUS FINANCIAL CORP. - Form 10-K

i

LTV – Loan-to-collateral value ratio

MBS – Mortgage-backed securities

MPS – Merchant processing servicer(s)

NAICS – North American Industry Classification System

Securities Act – Securities Act of 1933, as amended

Series D Preferred Stock – Synovus' Fixed-to-Floating Rate Non-
Cumulative Perpetual Preferred Stock, Series D, $25 liquidation preference

Series E Preferred Stock – Synovus' Fixed-Rate Reset Non-Cumulative
Perpetual Preferred Stock, Series E, $25 liquidation preference

nm – not meaningful

NOL – Net operating loss

NPA – Non-performing assets

NPL – Non-performing loans

NSF – Non-sufficient funds

NYSE – New York Stock Exchange

OCI – Other comprehensive income (loss)

OCC – Office of the Comptroller of the Currency

OFAC – Office of Foreign Assets Control

ORE – Other real estate

Parent Company – Synovus Financial Corp.

PCAOB – Public Company Accounting Oversight Board

PCD – Purchased credit deteriorated

PD – Probability of default

PPNR – Pre-provision net revenue

PPP – Paycheck Protection Program established as part of
Coronavirus Aid, Relief, and Economic Security Act

the

Qualpay – Qualpay, Inc.

ROAA – Return on average assets

ROATCE – Return on average tangible common equity

ROU – Right-of-use

RSU – Restricted share unit

SBA – Small Business Administration

SBIC – Small Business Investment Company

SEC – U.S. Securities and Exchange Commission

SOFR – Secured Overnight Financing Rate

SRR – Single Risk Rating

Synovus – Synovus Financial Corp.

Synovus Bank – A Georgia state-chartered bank and wholly-owned
subsidiary of Synovus, through which Synovus conducts its banking
operations

Synovus Securities – Synovus Securities, Inc., a wholly-owned subsidiary
of Synovus

Synovus Trust – Synovus Trust Company, N.A., a wholly-owned subsidiary
of Synovus Bank

TDR – Troubled debt restructuring (as defined in ASC 310-40)

TE – Taxable-equivalent

Treasury – United States Department of the Treasury

UPB – Unpaid principal balance

U.S. – United States

VIE – Variable interest entity (as defined in ASC 810-10)

Visa – The Visa U.S.A. Inc. card association or its affiliates, collectively

Visa Class A shares – Class A shares of common stock issued by Visa are
publicly traded shares which are not subject to restrictions on sale

Visa Class B shares – Class B shares of common stock issued by Visa
which are subject to restrictions with respect to sale until all of the Covered
Litigation has been settled. Class B shares will be convertible into
Visa Class A shares using a then current conversion ratio upon the lifting of
restrictions with respect to sale of Visa Class B shares

Visa Derivative – A derivative contract with the purchaser of Visa Class B
shares which provides for settlements between the purchaser and Synovus
based upon a change in the ratio for conversion of Visa Class B shares into
Visa Class A shares

ii

SYNOVUS FINANCIAL CORP. - Form 10-K

Part I

In this Report, the words ‘‘Synovus,’’ ‘‘the Company,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our’’ refer to Synovus Financial Corp. together with Synovus Bank and Synovus'
other wholly-owned subsidiaries, except where the context requires otherwise.

FORWARD-LOOKING STATEMENTS

Certain statements made or incorporated by reference in this Report which are not statements of historical fact, including those under ‘‘Management's
Discussion and Analysis of Financial Condition and Results of Operations,’’ and elsewhere in this Report, constitute forward-looking statements within the
meaning of, and subject to the protections of, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include
statements with respect to Synovus' beliefs, plans, objectives, goals, targets, expectations, anticipations, assumptions, estimates, intentions, and future
performance and involve known and unknown risks, many of which are beyond Synovus' control and which may cause Synovus' actual results,
performance, or achievements or the financial services industry or economy generally, to be materially different from future results, performance, or
achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through
Synovus' use of words such as ‘‘believes,’’ ‘‘anticipates,’’ ‘‘expects,’’ ‘‘may,’’ ‘‘will,’’ ‘‘assumes,’’ ‘‘predicts,’’ ‘‘could,’’ ‘‘should,’’ ‘‘would,’’ ‘‘intends,’’
‘‘targets,’’ ‘‘estimates,’’ ‘‘projects,’’ ‘‘plans,’’ ‘‘potential,’’ and other similar words and expressions of the future or otherwise regarding the outlook for
Synovus' future business and financial performance and/or the performance of the financial services industry and economy in general. Forward-looking
statements are based on the current beliefs and expectations of Synovus' management and are subject to significant risks and uncertainties. Actual results
may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from
those contemplated by the forward-looking statements in this document. Many of these factors are beyond Synovus' ability to control or predict. These
factors include, but are not limited to:

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

competition in the financial services industry, including competition from nontraditional banking institutions such as Fintechs;

our ability to realize the expected benefits from our strategic initiatives or other operational and execution goals in the time period expected, which
could negatively affect our future profitability;

an economic downturn and contraction, including a recession, and the resulting effects on our capital, financial condition, credit quality, results of
operations, and future growth, including that the strength of the current economic environment could be further weakened by prolonged periods of
inflation and interest rate fluctuations;

changes in the cost and availability of funding due to changes in the deposit market and credit market;

restrictions or limitations on access to funds from historical and alternative sources of liquidity could adversely affect our overall liquidity, which could
restrict our ability to make payments on our obligations and our ability to support asset growth and sustain our operations and the operations of
Synovus Bank;

the impact of recent adverse developments in the banking industry, highlighted by high-profile bank failures, on client confidence, liquidity, and
regulatory responses to these developments (including increases in the cost of our deposit insurance assessments and increased regulatory
scrutiny), our ability to effectively manage our liquidity risk and any growth plans, and the availability of capital and funding;

our ability to attract and retain employees and the impact of senior leadership transitions that are key to our strategic initiatives;

our strategic implementation of new lines of business, new products and services, and new technologies and the expansion of our existing business
opportunities with a renewed focus on innovation;

prolonged periods of high inflation and their effects on our business, profitability, and our stock price, as well as the impact on our clients (including
the velocity and levels of deposit withdrawals and loan repayment);

(10) changes in the interest rate environment, including changes to the federal funds rate, and competition in our primary market area may result in

increased funding costs or reduced earning assets yields, thus reducing margins and net interest income;

(11)

the impact of recent, proposed, and potential changes in governmental policy, laws, and regulations, potential, proposed, and recently enacted
changes in monetary policy and in the regulation and taxation of banks and financial institutions, or the interpretation or application thereof and the
uncertainty of future implementation and enforcement of these regulations, including inflationary pressures and potential interest rate fluctuations;

(12) we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial

services industry;

SYNOVUS FINANCIAL CORP. - Form 10-K

1

(13) our current and future information technology system enhancements and operational initiatives may not be successfully implemented, which could

negatively impact our operations;

(14) our business relationships with, and reliance upon, third parties that have strategic partnerships with us or that provide key components of our
business infrastructure, including the costs of services and products provided to us by third parties, and disruptions in service or financial difficulties
with a third-party vendor or business relationship;

(15) our enterprise risk management framework, our compliance program, or our corporate governance and supervisory oversight functions may not

identify or address risks adequately, which may result in unexpected losses;

(16) our asset quality may deteriorate or our allowance for credit losses may prove to be inadequate or may be negatively affected by credit risk

exposures;

(17)

the ability of our operational framework to identify and manage risks associated with our business, such as credit risk, compliance risk, reputational
risk, cybersecurity risk, and operational risk, including by virtue of our relationships with third-party business partners, as well as our relationships with
third-party vendors and other service providers;

(18) we may be exposed to potential losses in the event of fraud and/or theft, or in the event that a third-party vendor, obligor, or business partner fails

to pay amounts due to us under that relationship or under any arrangement that we enter into with them;

(19)

if economic conditions worsen or regulatory capital rules are modified, we may be required to undertake initiatives to improve or conserve our capital
position;

(20) our ability to identify and address cybersecurity risks such as data security breaches, malware, ‘‘denial of service’’ attacks, ‘‘hacking,’’ and identity
theft, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary
information, disruption, or damage of our systems, increased costs, significant losses, or adverse effects to our reputation;

(21)

the impact on our financial results, reputation, and business if we are unable to comply with all applicable federal and state regulations or other
supervisory actions or directives and any necessary capital initiatives;

(22) our ability to receive dividends from our subsidiaries could affect our liquidity, including our ability to pay dividends or take other capital actions;

(23) our ESG strategies and initiatives, the scope and pace of which could alter our reputation and shareholder, employee, client, and third-party

relationships;

(24) we could realize losses if we sell assets and the proceeds we receive are lower than the carrying value of such assets;

(25) our ability to obtain regulatory approval to take certain actions, including any dividends on our common or preferred stock, any repurchases of our
common or preferred stock, or any other issuance or redemption of any other regulatory capital instruments, as well as any applications in respect
to strategic initiatives;

(26) we may not be able to identify suitable bank and non-bank acquisition opportunities as part of our growth strategy and even if we are able to identify
attractive acquisition opportunities, we may not be able to complete such transactions on favorable terms or realize the anticipated benefits from
such acquisitions;

(27) our concentrated operations in the Southeastern U.S. make us vulnerable to local economic conditions, local weather catastrophes, public health

issues, and other external events;

(28)

the costs and effects of litigation, investigations, or similar matters, or adverse facts and developments related thereto;

(29)

the fluctuation in our stock price and general volatility in the stock market;

(30)

the effects of any damages to our reputation resulting from developments related to any of the items identified above; and

(31) other factors and other information contained in this Report and in other reports and filings that we make with the SEC under the Exchange Act,

including, without limitation, those found in ‘‘Part I - Item 1A. Risk Factors’’ of this Report.

For a discussion of these and other risks that may cause actual results to differ from expectations, refer to ‘‘Part I - Item 1A. Risk Factors’’ and other
information contained in this Report and our other periodic filings, including quarterly reports on Form 10-Q and current reports on Form 8-K, that we file
from time to time with the SEC. All written or oral forward-looking statements that are made by or are attributable to Synovus are expressly qualified by this
cautionary notice. You should not place undue reliance on any forward-looking statements since those statements speak only as of the date on which the
statements are made. Synovus undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of new information or unanticipated events, except as may otherwise be required by law.

2

SYNOVUS FINANCIAL CORP. - Form 10-K

Part I
ITEM 1. BUSINESS

ITEM 1.

BUSINESS

Overview

General

Synovus Financial Corp. is a financial services company and a registered bank holding company headquartered in Columbus, Georgia. We provide
commercial and consumer banking in addition to a full suite of specialized products and services including private banking, treasury management, wealth
management, mortgage services, premium finance, asset-based lending, structured lending, capital markets, and international banking to our clients
through our wholly-owned subsidiary bank, Synovus Bank, and other offices in Alabama, Florida, Georgia, South Carolina, and Tennessee.

We were incorporated under the laws of the State of Georgia in 1972. Our principal executive offices are located at 1111 Bay Avenue, Suite 500,
Columbus, Georgia 31901, and our telephone number at that address is (706) 641-6500. Our common stock is traded on the NYSE under the symbol
‘‘SNV.’’ At December 31, 2023, we had total consolidated assets of $59.81 billion and total consolidated deposits of $50.74 billion.

Additional information relating to our business and our subsidiaries, including a detailed description of our financial results for 2023 and 2022 is contained
in ‘‘Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations’’ in this Report.

Banking Operations

Synovus conducts its banking operations through Synovus Bank. Synovus Bank is a Georgia state-chartered bank and operates primarily throughout
Alabama, Florida, Georgia, South Carolina, and Tennessee. Synovus Bank offers commercial and consumer services. Our commercial banking services
include commercial, financial, and real estate lending, treasury management, asset management, capital markets services, and institutional trust services.
Our consumer banking services include accepting customary types of demand and savings deposits accounts; mortgage, installment, and other
consumer loans; investment and brokerage services; safe deposit services; automated banking services; automated fund transfers; internet-based
banking services; and bank credit and debit card services, including Visa and MasterCard services. At December 31, 2023, Synovus Bank operated
246 branches and 354 ATMs across our footprint.

Non-bank Subsidiaries

In addition to our banking operations, we also provide various other financial services to our clients through the following direct and indirect wholly-owned
non-bank subsidiaries:

• Synovus Securities, headquartered in Columbus, Georgia, which specializes in professional portfolio management for fixed-income securities,
investment banking, the execution of securities transactions as a broker/dealer, asset management, and financial planning services, and the provision
of individual investment advice on equity and other securities; and

• Synovus Trust, headquartered in Columbus, Georgia, which provides trust, asset management, and financial planning services.

Business Developments

Throughout 2023, Synovus' core strategic focus remained on expanding and diversifying the franchise in terms of revenue, profitability, and asset size while
maintaining a relationship-based approach to banking. In a year fraught with industry instability, economic uncertainty, inflationary pressures, and
enhanced regulatory scrutiny, we made deliberate adjustments to our businesses and business model to drive sustained franchise value while retaining
our legacy focus on our people and our clients. We also continued to embrace the acceleration of technology and adoption of digital and data capabilities.

Synovus began 2023 with a continued focus on a streamlined strategic plan centered on growth and performance through four core pillars: reposition for
advantage, simplify and streamline, adopt high-tech meets high touch, and enhance talent and culture. Various strategic initiatives supported each of these
pillars, with a prioritization on such matters as investing in commercial growth, fortifying consumer banking, optimizing wealth, refreshing the brand,
re-imagining the client journey, automating systems and processes, using advanced analytics, enhancing modern core enabled banking products,
developing diverse leaders, and establishing a growth based culture. With the bank failures beginning in March and continuing into May 2023, however,
Synovus adapted its strategy to robustly manage through the crisis, focusing on safety and soundness through additional liquidity and deposit generation
initiatives across all lines of business, overall credit vigilance, enhanced industry and sector monitoring, and optimized capital management.

In 2024, Synovus' streamlined strategic plan will focus on three fundamentals - enhancing profitability, deepening relationships, and accelerating growth.
These goals are supported by such initiatives as banking-as-a-service capabilities, deposit generation strategies, expansion in strategic growth verticals
such as middle market commercial banking and corporate and investment banking, additional Treasury and Payments solutions, and certain investments
in the bank of the future through automation, digital, and analytics.

Competition

The financial services industry is highly competitive and could become more competitive as a result of recent and ongoing legislative, regulatory, and
technological changes, and continued consolidation within the financial services industry. Synovus Bank and our wholly-owned non-bank subsidiaries
compete actively with national and state banks, savings and loan associations, and credit unions and other nonbank financial intermediaries, including
securities brokers and dealers, investment advisory firms, mortgage companies, insurance companies, trust companies, finance companies, leasing
companies, and certain governmental agencies, all of which actively engage in marketing various types of loans, deposit accounts, and other financial
services. In addition, competition from nontraditional banking institutions, often known as Fintech, continues to increase and accelerate, with consumers

SYNOVUS FINANCIAL CORP. - Form 10-K

3

Part I
ITEM 1. BUSINESS

having the opportunity to select from a growing variety of traditional and nontraditional alternatives. The ability of such non-banking financial institutions to
provide services previously limited to commercial banks has intensified competition. Because non-banking financial institutions are not subject to many of
the same regulatory restrictions as banks and bank holding companies, they can often operate with greater flexibility and lower cost structures. These
competitors have been successful in developing products that are in direct competition with or are alternatives to the banking services offered by traditional
banking institutions. Moreover, Synovus competes increasingly with other companies based on financial technology and capabilities, such as mobile
banking and electronic capabilities. Our ability to deliver strong financial performance will depend in part on our ability to expand the scope of, and
effectively deliver, products and services, which will allow us to meet the changing needs of our clients. However, we often compete with much larger
national and regional banks that have more resources than we do to deliver new products and services and introduce new technology to enhance the client
experience. See ‘‘Part I - Item 1A. Risk Factors - Strategic Risk - Competition in the financial services industry may adversely affect our future earnings and
growth.’’

As of December 31, 2023, we were the largest bank holding company headquartered in Georgia based on assets. We believe that Synovus'
relationship-based approach provides us with a competitive advantage and that our financial services clients are generally influenced by convenience,
quality of service, personal contacts, price of services, availability of products, and the quality of technology that supports the client experience. We
continue to gain traction in most of our growth markets, as well as overall markets, as shown in the most recent market share deposit data for FDIC-insured
institutions as of June 30, 2023. We have also made significant investments to develop the Company's digital platform and capabilities over the last several
years to remain competitive in meeting our clients' evolving needs and expectations.

Human Capital Resources

Synovus' financial performance and strategy rely heavily on our value proposition of relationship banking delivered through experts committed to providing
an exceptional client experience and offering value-added advice and financial solutions. As such, Synovus' ability to identify, attract, develop, and retain
a qualified and skilled workforce across our segments in multiple banking specialties and other areas is central to our growth and delivery of long-term
shareholder value. In managing our business, management focuses on a number of human capital measures and objectives including: workforce
demographics; compensation and benefits; talent acquisition, development, and retention; diversity, equity, and inclusion; and employee health and safety.
Synovus' Chief Human Resources Officer, reporting to the Chairman of the Board, Chief Executive Officer, and President, oversees all aspects of the
employee experience, including talent acquisition and management, learning and development, and compensation and benefits. The Compensation and
Human Capital Committee has primary oversight responsibility for Synovus' talent development and human capital management strategies, with the
Board’s full engagement, oversight, and support on this critical component of the Company’s strategic success.

In 2023, the Company's human capital strategy focused on the unique circumstances of our employees and continued transformation of our technology
for the management of our workforce through investments in upgraded systems and processes. The Company continued to respond to an evolving labor
market in 2023, including increased competition for talent, increased need for workplace flexibility, and increased labor costs. We executed a voluntary
early retirement program for certain qualified employees in 2023 and continued to meaningfully invest in our workforce.

Workforce Demographics

At Synovus, our employees are at the center of our culture and success and help us continue to meet the evolving needs of our clients. As of December 31,
2023, Synovus had 4,879 employees, 216 of which were part-time employees, predominately located in our primary markets of Georgia, Florida, Alabama,
South Carolina, and Tennessee.

Compensation and Benefits

Synovus strives to provide competitive compensation and benefits that meet the varying needs of employees, including market-competitive pay,
healthcare benefits, short- and long-term incentive packages, a 401(k) plan with a dollar-for-dollar company match on employee contributions up to 5%
of pay, an employee stock purchase plan, tuition assistance, and wellness and employee assistance programs. We provide additional resources to support
our employees' mental health, family needs, and financial well-being. The Company's short- and long-term incentive programs are aligned with our
strategy and key business objectives and are intended to motivate strong performance. Synovus engages in nationally recognized outside compensation
salary surveys and utilizes the expertise of a nationally recognized outside executive compensation firm to objectively evaluate our compensation and
benefits and benchmark them against industry peers and similarly situated organizations. Synovus periodically reviews compensation and benefits by
grade level and position to verify similar positions are paid comparatively and to ensure that Synovus has a competitive and valuable offering to meet the
well-being and needs of our employees. In addition to our competitive benefits packages, we offer enhanced work-life balance through hybrid and remote
work opportunities in certain job roles. For the year ended December 31, 2023, total salaries and other personnel expense, which includes all
compensation and benefits to our employees, totaled $728.4 million. See ‘‘Part II - Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations - Non-interest Expense’’ of this Report for further discussion of salaries and other personnel expense.

Talent Acquisition, Development, and Retention

The Company remains committed to creating a compelling work environment with abundant growth and career development opportunity. We continue
our efforts to attract and retain the brightest and best talent. Of the approximately 1,154 open positions filled in 2023, 31% were filled by internal hires.
Approximately 13% of our workforce received a promotion in 2023, consisting of 67% women and 36% people of color. Our commitment to our employees
has resulted in a long-term workforce with an average tenure of eight years of service. We attribute our ability to attract and retain talent to several factors,
including impactful work that affects the communities in which our employees live, strong leadership, availability of career advancement opportunities, and
competitive and equitable total rewards.

Synovus is committed to providing access to learning, development, and training opportunities that enable all employees to reach their full potential and
to achieve the strategic goals of the Company. Synovus enables employees by providing access to in-person, virtual instructor-led, on demand, and
curated learning opportunities to support skill development. This includes, but is not limited to, new hire orientation, role-based training programs, technical

4

SYNOVUS FINANCIAL CORP. - Form 10-K

Part I
ITEM 1. BUSINESS

training, and professional and leadership development. Synovus also encourages all employees to devote at least one hour a week for professional
development. Moreover, Synovus believes in the importance of equipping leaders and has invested in developing leaders at every level. Our leadership
development programs – Ignite, Connect, and Catalyst – focus on frontline leadership, senior leadership, and executive-level readiness through a tailored
approach to development and succession planning.

Synovus also supports and encourages its employees in external development opportunities. Synovus offers a tuition assistance program for employees
seeking qualified undergraduate and graduate degrees and other continuing education programs. We also provide 100% tuition coverage for employees
selected for specialty banking schools.

Synovus continued to focus on employee engagement and culture in 2023. We received extremely high scores from our employees on the recently
conducted employee engagement survey and continue to explore and focus on additional improvements through our ‘‘Voice of the Team Member’’ action
teams.

In 2023, we achieved a Great Place to Work designation by the Great Place to Work Institute and were recognized again among Atlanta's Top Workplaces
by the Atlanta Journal Constitution and as a Forbes 2023 Best Bank in America. Moreover, Synovus won three Brandon Hall Excellence awards in 2023
in recognition of our Ignite and Catalyst leadership development programs and our customer care leadership and development program. A member of our
executive leadership team again received national recognition for The Most Powerful Women to Watch while another senior leader received national
recognition for The Most Powerful Women in Banking: Next 2023 from American Banker.

Diversity, Equity, and Inclusion

At Synovus, we value a diversity of backgrounds, experiences, thought, and perspective and strive to have a diverse workforce representative of the clients
and communities we serve. As of December 31, 2023, 65% of our employees were women and 31% of our employees were people of color. In addition
to our commitment to an overall diverse and balanced workforce and talent pipeline, we continue to focus on diversity in senior leadership. As a result of
our endeavors, we continue to achieve steady progress with representation of women and people of color in senior leadership roles improving over the last
six years to 39% and 18%, respectively, at the end of 2023. Moreover, women represent 50% and people of color represent 13% of our executive
leadership team at the end of 2023.

To continue to build and attract a diverse workforce, in 2023, Synovus continued to work with key organizations and partnerships to strengthen our
recruiting efforts. We continued our campus recruiting efforts, executing a comprehensive campus recruitment strategy with a focus on diversity,
deepening our relationships with historically black colleges and universities in our markets, hosting a diversity symposium, and increasing our focus on
military recruitment. We also continued to work with such professional organizations as the Latin American Association Unidos in Finance and leveraged
our numerous and varied employee resource groups for internal referrals. Moreover, we continued to focus on awareness and improvements in the
diversity of our early talent internship and accelerated banker programs.

As to the existing workforce, in 2023, Synovus continued its work toward increasing all dimensions of DEI across our employee population and all levels
within the organization, engaging employee resource groups to assist with talent acquisition, development, and community outreach, and increasing our
internal dialogue through forums, fireside chats, and listen and learn events. In 2023, we provided enhanced awareness and education to our employees
around neurodiversity. In addition, all of our leadership programs include unconscious bias and/or DEI modules. In 2023, we also received recognition by
GallantFew as a Gallant Corporation, working to provide specialized assistance and support to our veterans and those transitioning to the Company from
military service.

As part of our commitment to fair and equitable compensation for all employees, in 2023, Synovus conducted gender and ethnicity pay equity analysis to
augment the ongoing pay equity work being conducted by the Company. Results of the analysis and the resulting nominal pay adjustments were shared
with the Compensation and Human Capital Committee.

Employee Health and Safety

Synovus is committed to operating in a safe, secure, and responsible manner for the benefit of our employees, clients, and communities. Synovus provides
a range of programs to improve the physical, financial, and emotional well-being of our employees, including a range of physical and mental health and
wellness benefits, and strives to create a safe and healthy workplace for all employees.

Supervision, Regulation, and Other Factors

We are extensively regulated under federal and state law. The following is a brief summary that does not purport to be a complete description of all
regulations that affect us or all aspects of those regulations. This discussion is qualified in its entirety by reference to the particular statutory and regulatory
provisions described below and is not intended to be an exhaustive description of the statutes or regulations applicable to the Company’s and Synovus
Bank’s business. In addition, proposals to change the laws and regulations governing the banking industry are frequently raised at both the state and
federal levels. The likelihood and timing of any changes in these laws and regulations, and the impact such changes may have on us and Synovus Bank,
are difficult to predict. Regulatory agencies may issue enforcement actions, policy statements, interpretive letters, and similar written guidance applicable
to us or to Synovus Bank. Changes in applicable laws, regulations, or regulatory guidance, or their interpretation by regulatory agencies or courts may have
a material adverse effect on our and Synovus Bank’s business, operations, and earnings.

Synovus Bank, Synovus Trust, and in some cases, we and our nonbank affiliates, must undergo regular examinations by the appropriate regulatory agency,
which will examine for adherence to a range of legal and regulatory compliance responsibilities. A bank regulator conducting an examination has complete
access to the books and records of the examined institution. The results of the examination are confidential. Supervision and regulation of banks, their
holding companies, and affiliates is intended primarily for the protection of depositors and clients, the DIF of the FDIC, and the U.S. banking and financial
system rather than holders of our securities.

SYNOVUS FINANCIAL CORP. - Form 10-K

5

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ITEM 1. BUSINESS

Regulation of the Company

We are registered as a bank holding company with the Federal Reserve under the BHC Act and have elected to be treated as a financial holding company.
As such, we are subject to comprehensive supervision and regulation by the Federal Reserve and are subject to its regulatory reporting requirements.
Federal law subjects bank holding companies, such as the Company, to restrictions on the types of activities in which they may engage, and to a range
of supervisory requirements. In addition, the GA DBF regulates bank holding companies that own Georgia-chartered banks, such as us, under the bank
holding company laws of the State of Georgia. Various federal and state bodies regulate and supervise our non-bank activities including our brokerage,
investment advisory, and insurance agency activities. These include, but are not limited to, the SEC, the Financial Industry Regulatory Authority, federal and
state banking regulators, and various state regulators of insurance and brokerage activities.

Violations of laws and regulations, or other unsafe and unsound practices, may result in regulatory agencies imposing fines or penalties, cease and desist
orders, or taking other enforcement actions. Under certain circumstances, these agencies may enforce these remedies directly against officers, directors,
employees, and other parties participating in the affairs of a bank or bank holding company. Like all bank holding companies, we are regulated extensively
under federal and state law. Under federal and state laws and regulations pertaining to the safety and soundness of insured depository institutions, state
banking regulators, the Federal Reserve, and separately the FDIC as the insurer of bank deposits have the authority to compel or restrict certain actions
on our part if they determine that we have insufficient capital or other resources, or are otherwise operating in a manner that may be deemed to be
inconsistent with safe and sound banking practices. Under this authority, our regulators can require us or our subsidiaries to enter into informal or formal
supervisory agreements, including board resolutions, memoranda of understanding, written agreements, and consent or cease and desist orders pursuant
to which we would be required to take identified corrective actions to address cited concerns and to refrain from taking certain actions.

If we become subject to and are unable to comply with the terms of any regulatory actions or directives, supervisory agreements or orders, then we could
become subject to additional, heightened supervisory actions and orders, possibly including prompt corrective action restrictions and/or other regulatory
actions, including prohibitions on the payment of dividends on our common stock and preferred stock. If our regulators were to take such supervisory
actions, then we could, among other things, become subject to significant restrictions on our ability to develop any new business, as well as restrictions
on our existing business, and we could be required to raise additional capital, dispose of certain assets and liabilities within a prescribed period of time,
or both. The terms of any such action could have a material negative effect on our business, reputation, operating flexibility, financial condition, and the
value of our common stock and preferred stock. See ‘‘Part I - Item 1A. Risk Factors - Compliance and Regulatory Risk - We may become subject to
supervisory actions and enhanced regulation that could have a material adverse effect on our business, reputation, operating flexibility, financial condition,
and the value of our common stock and preferred stock’’ of this Report.

Activity Limitations

As a financial holding company, we are permitted to engage directly or indirectly in a broader range of activities than those permitted for a bank holding
company that has not elected to be a financial holding company. Bank holding companies are generally restricted to engaging in the business of banking,
managing, or controlling banks and certain other activities determined by the Federal Reserve to be closely related to banking. Financial holding companies
may also engage in activities that are considered to be financial
in nature, as well as those incidental or, if determined by the Federal Reserve,
complementary to financial activities. If Synovus Bank ceases to be ‘‘well capitalized’’ or ‘‘well managed’’ under applicable regulatory standards, or if
Synovus Bank receives a rating of less than satisfactory under the CRA, the Federal Reserve may, among other things, place limitations on our ability to
conduct these broader financial activities or, if the deficiencies persist, require us to divest the banking subsidiary or the businesses engaged in activities
permissible only for financial holding companies.

In addition, the Federal Reserve has the power to order a bank holding company or its subsidiaries to terminate any nonbanking activity or terminate its
ownership or control of any nonbank subsidiary when it has reasonable cause to believe that continuation of such activity or such ownership or control
constitutes a serious risk to the financial safety, soundness, or stability of any bank subsidiary of that bank holding company. As further described below,
each of the Company and Synovus Bank is well-capitalized under applicable regulatory standards as of December 31, 2023, and Synovus Bank has an
overall rating of ‘‘Satisfactory’’ in its most recent CRA evaluation.

Source of Strength Obligations

A bank holding company, such as us, is required to act as a source of financial and managerial strength to its subsidiary bank. The term ‘‘source of financial
strength’’ means the ability of a company, such as us, that directly or indirectly owns or controls an insured depository institution, such as Synovus Bank,
to provide financial assistance to such insured depository institution in the event of financial distress. The appropriate federal banking agency for the
depository institution (in the case of Synovus Bank, this agency is the Federal Reserve) may require reports from us to assess our ability to serve as a source
of strength and to enforce compliance with the source of strength requirements by requiring us to provide financial assistance to Synovus Bank in the event
of financial distress. If we were to enter bankruptcy or become subject to the orderly liquidation process established by the Dodd-Frank Act, any
commitment by us to a federal bank regulatory agency to maintain the capital of Synovus Bank would be assumed by the bankruptcy trustee or the FDIC,
as appropriate, and entitled to a priority of payment. In addition, the FDIC provides that any insured depository institution generally will be liable for any loss
incurred by the FDIC in connection with the default of, or any assistance provided by the FDIC to, a commonly controlled insured depository institution.
Synovus Bank is an FDIC-insured depository institution and thus subject to these requirements.

Acquisitions

The BHC Act permits acquisitions of banks by bank holding companies, such that we and any other bank holding company, whether located in Georgia
or elsewhere, may acquire a bank located in any other state, subject to certain deposit-percentage, age of bank charter requirements, and other
restrictions. The BHC Act requires that a bank holding company obtain the prior approval of the Federal Reserve before (i) acquiring direct or indirect
ownership or control of more than 5% of the voting shares of any additional bank or bank holding company, (ii) taking any action that causes an additional
bank or bank holding company to become a subsidiary of the bank holding company, or (iii) merging or consolidating with any other bank holding company.
The Federal Reserve may not approve any such transaction that would result in a monopoly or would be in furtherance of any combination or conspiracy
to monopolize or attempt to monopolize the business of banking in any section of the United States, or the effect of which may be substantially to lessen
competition or to tend to create a monopoly in any section of the country, or that in any other manner would be in restraint of trade unless the

6

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Part I
ITEM 1. BUSINESS

anticompetitive effects of the proposed transaction are clearly outweighed in the public interest by the probable effect of the transaction in meeting the
convenience and needs of the community to be served. The Federal Reserve is also required to consider: (i) the financial and managerial resources of the
companies involved, including pro forma capital ratios; (ii) the risk to the stability of the United States banking or financial system; (iii) the convenience and
needs of the communities to be served, including performance under the CRA; and (iv) the effectiveness of the company in combatting money laundering.

Change in Control

Federal law restricts the amount of voting stock of a bank holding company or a bank that a person may acquire without the prior approval of banking
regulators. Under the Change in Bank Control Act and the regulations thereunder, a person or group must give advance notice to the Federal Reserve
before acquiring control of any bank holding company, such as the Company, or before acquiring control of any FDIC-insured bank, such as Synovus Bank.
Upon receipt of such notice, the Federal Reserve may approve or disapprove the acquisition. The Change in Bank Control Act creates a rebuttable
presumption of control if a person or group acquires the power to vote 10% or more of our outstanding common stock. The overall effect of such laws is
to make it more difficult to acquire a bank holding company and a bank by tender offer or similar means than it might be to acquire control of another type
of corporation. Consequently, shareholders of the Company may be less likely to benefit from the rapid increases in stock prices that may result from tender
offers or similar efforts to acquire control of other companies. Investors should be aware of these requirements when acquiring shares of our stock.

Governance and Financial Reporting Obligations

We are required to comply with various corporate governance and financial reporting requirements under the Sarbanes-Oxley Act of 2002, as well as rules
and regulations adopted by the SEC, the PCAOB, and the NYSE. In particular, we are required to include management and independent registered public
accounting firm reports on internal controls as part of our Annual Report on Form 10-K in order to comply with Section 404 of the Sarbanes-Oxley Act.
We have evaluated our controls, including compliance with the SEC rules on internal controls, and have and expect to continue to spend significant
amounts of time and money on compliance with these rules. Our failure to comply with these internal control rules may materially adversely affect our
reputation, ability to obtain the necessary certifications to financial statements, and the values of our securities. The assessments of our financial reporting
controls as of December 31, 2023 are included in this Report under ‘‘Item 9A. Controls and Procedures.’’

The Federal Reserve also requires bank holding companies meeting certain asset size thresholds, such as us, to establish and maintain a risk committee
of its board of directors and appoint a chief risk officer, each meeting certain requirements.

Volcker Rule

Section 13 of the BHC Act, commonly referred to as the ‘‘Volcker Rule,’’ generally prohibits us and our subsidiaries from (i) engaging in certain proprietary
trading and (ii) acquiring or retaining an ownership interest in or sponsoring a ‘‘covered fund,’’ all subject to certain exceptions. The Volcker Rule also
specifies certain limited activities in which we and our subsidiaries may continue to engage and requires us to maintain a compliance program.

Incentive Compensation

The Dodd-Frank Act required the federal banking agencies and the SEC to establish joint rules or guidelines for financial institutions with more than
$1 billion in assets, such as us and Synovus Bank, which prohibit incentive compensation arrangements that the agencies determine to encourage
inappropriate risks by the institution. The federal banking agencies issued proposed rules in 2011 and previously issued guidance on sound incentive
compensation policies. In 2016, the federal banking agencies and the SEC proposed rules that would, depending upon the assets of the institution, directly
regulate incentive compensation arrangements and would require enhanced oversight and recordkeeping. As of December 31, 2023, these rules have not
been implemented, although the SEC did adopt final rules implementing the clawback provisions of the Dodd-Frank Act in 2022, and the NYSE did adopt
corresponding listing standards for clawback policies in 2023. We and Synovus Bank have undertaken efforts to ensure that our incentive compensation
plans do not encourage inappropriate risks, consistent with three key principles - that incentive compensation arrangements should appropriately balance
risk and financial rewards, be compatible with effective controls and risk management, and be supported by strong corporate governance.

Other Regulatory Matters

We and our subsidiaries are subject to oversight by the SEC, the FINRA, the PCAOB, the NYSE, and various state securities and insurance regulators. We
and our subsidiaries have from time to time received requests for information from regulatory authorities in various states, including state attorneys general,
securities regulators, and other regulatory authorities concerning our business practices. Such requests are considered incidental to the normal conduct
of business.

Capital Requirements

We and Synovus Bank are required under federal law to maintain certain minimum capital levels based on ratios of capital to total assets and capital to
risk-weighted assets. The required capital ratios are minimums, and the Federal Reserve may determine that a banking organization based on its size,
complexity, or risk profile must maintain a higher level of capital in order to operate in a safe and sound manner. Risks such as concentration of credit risks
and the risk arising from nontraditional activities, as well as the institution’s exposure to a decline in the economic value of its capital due to changes in
interest rates, and an institution’s ability to manage those risks, are important factors that are to be taken into account in assessing an institution’s overall
capital adequacy. The following is a brief description of the relevant provisions of these capital rules and their potential impact on our capital levels.

We and Synovus Bank are subject to the following risk-based capital ratios: a CET1 risk-based capital ratio, a Tier 1 risk-based capital ratio, which includes
CET1 and additional Tier 1 capital, and a total risk-based capital ratio, which includes Tier 1 and Tier 2 capital. CET1 is primarily comprised of the sum of
common stock instruments and related surplus net of treasury stock plus retained earnings less certain adjustments and deductions, including with
respect to goodwill, intangible assets, mortgage servicing assets, and deferred tax assets subject to temporary timing differences. Additional Tier 1 capital
is primarily comprised of noncumulative perpetual preferred stock. Tier 2 capital consists of instruments disqualified from Tier 1 capital, including qualifying

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7

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ITEM 1. BUSINESS

subordinated debt and a limited amount of loan loss reserves up to a maximum of 1.25% of risk-weighted assets, subject to certain eligibility criteria. The
capital rules also define the risk-weights assigned to assets and off-balance sheet items to determine the risk-weighted asset components of the
risk-based capital rules, including, for example, certain ‘‘high volatility’’ commercial real estate, past due assets, structured securities, and equity holdings.

The leverage capital ratio, which serves as a minimum capital standard, is the ratio of Tier 1 capital to quarterly average total consolidated assets net of
goodwill, certain other intangible assets, and certain required deduction items. The required minimum leverage ratio for all banks and bank holding
companies is 4%.

In addition, effective January 1, 2019, the capital rules required a capital conservation buffer of 2.5% above each of the minimum risk-based capital ratio
requirements (CET1, Tier 1, and total capital), which is designed to absorb losses during periods of economic stress. These buffer requirements must be
met for a bank or bank holding company to be able to pay dividends, engage in share buybacks, or make discretionary bonus payments to executive
management without restriction.

The FDICIA, among other things, requires the federal bank regulatory agencies to take ‘‘prompt corrective action’’ regarding depository institutions that do
not meet minimum capital requirements. FDICIA establishes five regulatory capital tiers: ‘‘well capitalized,’’ ‘‘adequately capitalized,’’ ‘‘undercapitalized,’’
‘‘significantly undercapitalized,’’ and ‘‘critically undercapitalized.’’ A depository institution’s capital tier will depend upon how its capital levels compare to
various relevant capital measures and certain other factors, as established by regulation. FDICIA generally prohibits a depository institution from making
any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter
be undercapitalized. The FDICIA imposes progressively more restrictive restraints on operations, management, and capital distributions depending on the
category in which an institution is classified. Undercapitalized depository institutions are subject to restrictions on borrowing from the Federal Reserve
System. In addition, undercapitalized depository institutions may not accept brokered deposits absent a waiver from the FDIC, are subject to growth
limitations, and are required to submit capital restoration plans for regulatory approval. A depository institution's holding company must guarantee any
required capital restoration plan up to an amount equal to the lesser of 5% of the depository institution's assets at the time it becomes undercapitalized
or the amount of the capital deficiency when the institution fails to comply with the plan. Federal banking agencies may not accept a capital plan without
determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution's capital.
If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized.

To be well-capitalized, Synovus Bank must maintain at least the following capital ratios:

• 6.5% CET1 to risk-weighted assets;

• 8.0% Tier 1 capital to risk-weighted assets;

• 10.0% Total capital to risk-weighted assets; and

• 5.0% leverage ratio.

The Federal Reserve has not yet revised the well-capitalized standard for bank holding companies to reflect the higher capital requirements imposed under
the current capital rules applicable to banks. For purposes of the Federal Reserve’s Regulation Y, including determining whether a bank holding company
meets the requirements to be a financial holding company, bank holding companies, such as the Company, must maintain a Tier 1 risk-based capital ratio
of 6.0% or greater and a total risk-based capital ratio of 10.0% or greater to be well-capitalized. Also, the Federal Reserve may require bank holding
companies, including the Company, to maintain capital ratios substantially in excess of mandated minimum levels depending upon general economic
conditions and a bank holding company’s particular condition, risk profile, and growth plans.

Failure to be well-capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by
regulators that, if undertaken, could have an adverse material effect on our operations or financial condition. Failure to meet minimum capital requirements
could also result in restrictions on the Company’s or Synovus Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval
of applications or other restrictions on its growth.

In 2023, the Company’s and Synovus Bank’s regulatory capital ratios were above the applicable well-capitalized standards and met the capital
conservation buffer. Based on current estimates, we believe that the Company and Synovus Bank will continue to exceed all applicable well-capitalized
regulatory capital requirements and the capital conservation buffer in 2024. As of December 31, 2023, the consolidated capital ratios of Synovus and
Synovus Bank were as follows:

Table 1 – Capital Ratios as of December 31, 2023

CET1 capital ratio

Tier 1 risk-based capital ratio

Total risk-based capital ratio

Leverage ratio

Synovus

Synovus Bank

10.22%

11.28

13.07

9.49

10.93%

10.93

12.29

9.21

See ‘‘Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources’’ and ‘‘Part II -
Item 8. Financial Statements and Supplementary Data - Note 10 - Regulatory Capital’’ of this Report for further information.

On August 26, 2020, the federal banking regulators issued a final rule that allowed electing banking organizations that adopted CECL during 2020 to
mitigate the estimated effects of CECL on regulatory capital for two years, followed by a three-year phase-in transition period. Synovus adopted CECL on
January 1, 2020, and Synovus' December 31, 2023 regulatory capital ratios reflect Synovus' election of the five-year transition provision.

8

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ITEM 1. BUSINESS

Payment of Dividends

We are a legal entity separate and distinct from Synovus Bank and our other subsidiaries. Under the laws of the State of Georgia, we, as a business
corporation, may declare and pay dividends in cash or property unless the payment or declaration would be contrary to restrictions contained in our
Articles of Incorporation, or unless, after payment of the dividend, we would not be able to pay our debts when they become due in the usual course of
our business or our total assets would be less than the sum of our total liabilities. In addition, we are also subject to federal regulatory capital requirements
that effectively limit the amount of cash dividends that we may pay.

The primary sources of funds for our payment of dividends to our shareholders are cash on hand and dividends from Synovus Bank and our non-bank
subsidiaries. Various federal and state statutory provisions and regulations limit the amount of dividends that Synovus Bank may pay. Synovus Bank is a
Georgia bank. Under the regulations of the GA DBF, a Georgia bank must have approval of the GA DBF to pay cash dividends if, at the time of such
payment:

• the ratio of Tier 1 capital to average total assets is less than 6%;

• the aggregate amount of dividends to be declared or anticipated to be declared during the current calendar year exceeds 50% of its net income for the

previous calendar year; or

• its total adversely classified assets in its most recent regulatory examination exceeded 80% of its Tier 1 capital plus its allowance for loan losses.

The Georgia Financial Institutions Code also contains restrictions on the ability of a Georgia bank to pay dividends other than from retained earnings without
the approval of the GA DBF. As a result of the foregoing restrictions, Synovus Bank may be required to seek approval from the GA DBF to pay dividends.

In addition, we and Synovus Bank are subject to various general regulatory policies and requirements relating to the payment of dividends, including
requirements to maintain adequate capital above regulatory minimums. The Federal Reserve has indicated that paying dividends that deplete a bank’s
capital base to an inadequate level would be an unsafe and unsound banking practice. The Federal Reserve has indicated that depository institutions and
their holding companies should generally pay dividends only out of current operating earnings.

Under a Federal Reserve policy adopted in 2009, the board of directors of a bank holding company must consider different factors to ensure that its
dividend level is prudent relative to maintaining a strong financial position and is not based on overly optimistic earnings scenarios, such as potential events
that could affect its ability to pay, while still maintaining a strong financial position. As a general matter, the Federal Reserve has indicated that the board
of directors of a bank holding company should consult with the Federal Reserve and eliminate, defer, or significantly reduce the bank holding company’s
dividends if:

• its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the

dividends;

• its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or

• it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.

Regulation of the Bank

Synovus Bank, which is a member of the Federal Reserve System, is subject to comprehensive supervision and regulation by the Federal Reserve, and
is subject to its regulatory reporting requirements, as well as supervision and regulation by the GA DBF. As a member bank of the Federal Reserve System,
Synovus Bank is required to hold stock in its district Federal Reserve Bank in an amount equal to 6% of its capital stock and surplus (half paid to acquire
stock with the remainder held as a cash reserve). Member banks do not have any control over the Federal Reserve System as a result of owning the stock
and the stock cannot be sold or traded. The annual dividend rate for member banks that are the size of Synovus Bank is based on a floating dividend rate
tied to 10-year U.S. Treasuries with the maximum dividend rate capped at 6%.

The deposits of Synovus Bank are insured by the FDIC up to applicable limits, and, accordingly, Synovus Bank is also subject to certain FDIC regulations,
and the FDIC has backup examination authority and some enforcement powers over Synovus Bank. Synovus Trust, a subsidiary of Synovus Bank that
provides trust services, is organized as a national trust bank and thus is subject to supervision and regulation by the OCC.

In addition, as discussed in more detail below, Synovus Bank and any other of our subsidiaries that offer consumer financial products and services are
subject to regulation and supervision by the CFPB. In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that
are stricter than those regulations promulgated by the CFPB, and state attorneys general are permitted to enforce certain federal consumer financial
protection law.

Broadly, regulations applicable to Synovus Bank include limitations on loans to a single borrower and to its directors, officers, and employees; restrictions
on the opening and closing of branch offices; the maintenance of required capital ratios; the granting of credit under equal and fair conditions; the
disclosure of the costs and terms of such credit; requirements to maintain reserves against deposits and loans; limitations on the types of investment that
may be made by Synovus Bank; and requirements governing risk management practices. Subject to Federal Reserve approval and certain state filing
requirements, Synovus Bank is permitted under federal law to branch on a de novo basis across state lines wherever the laws of that state would permit
a bank chartered by that state to establish a branch.

Transactions with Affiliates and Insiders

Synovus Bank is subject to restrictions on extensions of credit and certain other transactions between Synovus Bank and the Company or any nonbank
affiliate. Generally, these covered transactions with either the Company or any affiliate are limited to 10% of Synovus Bank’s capital and surplus, and all such
transactions between Synovus Bank and the Company and all of its nonbank affiliates combined are limited to 20% of Synovus Bank’s capital and surplus.

SYNOVUS FINANCIAL CORP. - Form 10-K

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ITEM 1. BUSINESS

Loans and other extensions of credit from Synovus Bank to the Company or any affiliate generally are required to be secured by eligible collateral in
specified amounts. In addition, any transaction between Synovus Bank and the Company or any affiliate are required to be on an arm’s length basis.
Federal banking laws also place similar restrictions on certain extensions of credit by insured banks, such as Synovus Bank, to their directors, executive
officers, and principal shareholders.

FDIC Insurance Assessments and Depositor Preference

Synovus Bank’s deposits are insured by the FDIC’s DIF up to the limits under applicable law, which currently are set at $250,000 per depositor, per insured
bank, for each account ownership category. Synovus Bank is subject to FDIC assessments for its deposit insurance. The FDIC calculates quarterly deposit
insurance assessments based on an institution’s average total consolidated assets less its average tangible equity, and applies one of four risk categories
determined by reference to its capital levels, supervisory ratings, and certain other factors. The assessment rate schedule can change from time to time,
at the discretion of the FDIC, subject to certain limits.

As of June 30, 2020, the DIF reserve ratio fell to 1.30%, below the statutory minimum of 1.35%. The FDIC, as required under the Federal Deposit Insurance
Act, established a plan on September 15, 2020 to restore the DIF reserve ratio to meet or exceed the statutory minimum of 1.35% within eight years. On
October 18, 2022, the FDIC adopted an amended restoration plan to increase the likelihood that the reserve ratio would be restored to at least 1.35% by
September 30, 2028. The FDIC's amended restoration plan increased the initial base deposit insurance assessment rate schedules uniformly by 2 bps,
beginning with the first quarterly assessment period of 2023. The FDIC could further increase the deposit insurance assessments for certain insured
depository institutions, including Synovus Bank, if the DIF reserve ratio is not restored as projected.

In November 2023, the FDIC approved a final rule to implement a special assessment to recover the loss to the DIF associated with several bank failures
that occurred during the first half of 2023. The assessment base for the special assessment is equal to a bank's uninsured deposits reported as of
December 31, 2022, adjusted to exclude the first $5 billion, to be collected at an annual rate of approximately 13.4 bps for an anticipated total of eight
quarterly assessment periods, beginning with the first quarterly assessment period of 2024.

Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or
unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or condition imposed by a bank’s federal regulatory
agency. In addition, the Federal Deposit Insurance Act provides that, in the event of the liquidation or other resolution of an insured depository institution,
the claims of depositors of the institution, including the claims of the FDIC as subrogee of insured depositors, and certain claims for administrative
expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution, including those of the parent bank holding
company.

Standards for Safety and Soundness

The Federal Deposit Insurance Act requires the federal bank regulatory agencies to prescribe, by regulation or guideline, operational and managerial
standards for all insured depository institutions relating to: (i) internal controls; (ii) information systems and audit systems; (iii) loan documentation; (iv) credit
underwriting; (v) interest rate risk exposure; and (vi) asset quality. The federal banking agencies have adopted regulations and Interagency Guidelines
Establishing Standards for Safety and Soundness to implement these required standards. These guidelines set forth the safety and soundness standards
used to identify and address problems at insured depository institutions before capital becomes impaired. Under the regulations, if a regulator determines
that a bank fails to meet any standards prescribed by the guidelines, the regulator may require the bank to submit an acceptable plan to achieve
compliance, consistent with deadlines for the submission and review of such safety and soundness compliance plans.

Anti-Money Laundering

A continued focus of governmental policy relating to financial institutions in recent years has been combating money laundering and terrorist financing. The
USA PATRIOT Act broadened the application of anti-money laundering regulations to apply to additional types of financial
institutions such as
broker-dealers, investment advisors, and insurance companies, and strengthened the ability of the U.S. government to help prevent, detect, and
prosecute international money laundering and the financing of terrorism. The principal provisions of Title III of the USA PATRIOT Act require that regulated
financial institutions, including state member banks: (i) establish an anti-money laundering program that includes training and audit components; (ii) comply
with regulations regarding the verification of the identity of any person seeking to open an account; (iii) take additional required precautions with
non-U.S. owned accounts; and (iv) perform certain verification and certification of money laundering risk for their foreign correspondent banking
relationships. Failure of a financial institution to comply with the USA PATRIOT Act’s requirements could have serious legal and reputational consequences
for the institution. Synovus Bank has augmented its systems and procedures to meet the requirements of these regulations and will continue to revise and
update its policies, procedures, and controls to reflect changes required by law.

FinCEN has adopted rules that require financial
institutions to obtain beneficial ownership information with respect to legal entities with which such
institutions conduct business, subject to certain exclusions and exemptions. Bank regulators are focusing their examinations on anti-money laundering
compliance, and we continue to monitor and augment, where necessary, our anti-money laundering compliance programs. Banking regulators will
consider compliance with the USA PATRIOT Act’s money laundering provisions in acting upon merger and acquisition proposals. Bank regulators routinely
examine institutions for compliance with these obligations and have been active in imposing cease and desist and other regulatory orders and civil money
penalties against institutions found to be violating these obligations. Sanctions for violations of the USA PATRIOT Act can be imposed in an amount equal
to twice the sum involved in the violating transaction up to $1 million. On January 1, 2021, Congress passed federal legislation that made sweeping
changes to federal anti-money laundering laws, including changes that will be implemented in subsequent years.

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Part I
ITEM 1. BUSINESS

Economic Sanctions

OFAC is responsible for helping to ensure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various executive
orders and acts of Congress. OFAC publishes, and routinely updates, lists of names of persons and organizations suspected of aiding, harboring, or
engaging in terrorist acts, including the Specially Designated Nationals and Blocked Persons List. If we find a name on any transaction, account, or wire
transfer that is on an OFAC list, we must undertake certain specified activities, which could include blocking or freezing the account or transaction
requested, and we must notify the appropriate authorities.

Concentrations in Lending

During 2006, the federal bank regulatory agencies released guidance on ‘‘Concentrations in Commercial Real Estate Lending’’ and advised financial
institutions of the risks posed by CRE lending concentrations. The guidance requires that appropriate processes be in place to identify, monitor, and control
risks associated with real estate lending concentrations. Higher allowances for loan losses and capital levels may also be required. The guidance is
triggered when CRE loan concentrations exceed either:

• total reported loans for construction, land development, and other land of 100% or more of a bank’s total risk-based capital; or

• total reported loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land of 300%

or more of a bank’s total risk-based capital.

This guidance also applies when a bank has a sharp increase in CRE loans or has significant concentrations of CRE secured by a particular property type.
We have always had exposures to loans secured by CRE due to the nature of our markets and the borrowing needs of both consumer and commercial
clients. We believe our long-term experience in CRE lending, underwriting policies, internal controls, and other policies currently in place, as well as our loan
and credit monitoring and administration procedures, are generally appropriate in managing our concentrations as required under the guidance.

Debit Interchange Fees

Interchange fees, or ‘‘swipe’’ fees, are fees that merchants pay to credit card companies and card-issuing banks such as Synovus Bank for processing
electronic payment transactions on their behalf. The maximum permissible interchange fee that a non-exempt issuer such as Synovus Bank may receive
for an electronic debit transaction is the sum of 21 cents per transaction and 5 bps multiplied by the value of the transaction, subject to an upward
adjustment of 1 cent if an issuer certifies that it has implemented policies and procedures reasonably designed to achieve the fraud-prevention standards
set forth by the Federal Reserve. In addition, card issuers and networks are prohibited from entering into arrangements requiring that debit card
transactions be processed on a single network or only two affiliated networks, and allows merchants to determine transaction routing.

On October 25, 2023, the Federal Reserve proposed to lower the maximum interchange fee that a large debit card issuer can receive for a debit card
transaction. The proposal would also establish a regular process for updating the maximum amount every other year going forward. We continue to
monitor the development of these proposed rule revisions.

Community Reinvestment Act

Synovus Bank is subject to the provisions of the CRA, which imposes a continuing and affirmative obligation, consistent with safe and sound operation,
to help meet the credit needs of entire communities where the bank accepts deposits, including low- and moderate-income neighborhoods. The Federal
Reserve’s assessment of Synovus Bank’s CRA record is made available to the public. CRA agreements with private parties must be disclosed and annual
CRA reports must be made to the Federal Reserve. A bank holding company will not be permitted to become or remain a financial holding company and
no new activities authorized under GLB may be commenced by a holding company or by a bank financial subsidiary if any of its bank subsidiaries received
less than a ‘‘satisfactory’’ CRA rating in its latest CRA examination. Federal CRA regulations require, among other things, that evidence of discrimination
against applicants on a prohibited basis and illegal or abusive lending practices be considered in the CRA evaluation. Synovus Bank has a rating of
‘‘Satisfactory’’ in its most recent CRA evaluation.

On October 24, 2023, the OCC, Federal Reserve, and FDIC issued a final rule to modernize their respective CRA regulations. The revised rules substantially
alter the methodology for assessing compliance with the CRA, with material aspects taking effect January 1, 2026 and revised data reporting requirements
taking effect January 1, 2027. Among other things, the revised rules evaluate lending outside traditional assessment areas generated by the growth of
non-branch delivery systems, such as online and mobile banking, apply a metrics-based benchmarking approach to assessment, and clarify eligible CRA
activities. The final rules are likely to make it more challenging and/or costly for the Bank to receive a rating of at least ‘‘Satisfactory’’ on its CRA exam.

Privacy, Credit Reporting, and Data Security

The GLB generally prohibits disclosure of non-public consumer information to non-affiliated third parties unless the consumer has been given the
opportunity to object and has not objected to such disclosure. Financial institutions are further required to disclose their privacy policies to clients annually.
Financial institutions, however, will be required to comply with state law if it is more protective of consumer privacy than the GLB. The GLB also directed
federal regulators to prescribe standards for the security of consumer information. Synovus Bank is subject to such standards, as well as standards for
notifying clients in the event of a security breach. Synovus Bank utilizes credit bureau data in underwriting activities. Use of such data is regulated under
the Fair Credit Reporting Act and Regulation V on a uniform, nationwide basis, including credit reporting, prescreening, and sharing of information between
affiliates and the use of credit data. The Fair and Accurate Credit Transactions Act, which amended the Fair Credit Reporting Act, permits states to enact
identity theft laws that are not inconsistent with the conduct required by the provisions of that Act. Clients must be notified when unauthorized disclosure
involves sensitive client information that may be misused. On November 18, 2021, the federal banking agencies issued a new rule effective in 2022 that
requires banks to notify their primary federal regulator within 36 hours of a ‘‘computer-security incident’’ that rises to the level of a ‘‘notification incident.’’
In addition, effective in December 2023, the SEC issued a new rule that requires registrants to disclose material cybersecurity incidents within four business
days.

The federal banking regulators regularly issue guidance regarding cybersecurity intended to enhance cyber risk management standards among financial
institutions. As a result, financial institutions, like Synovus and Synovus Bank, are expected to establish multiple lines of defense and to ensure their risk
management processes address the risk posed by potential threats to the institution. A financial institution’s management is expected to maintain sufficient

SYNOVUS FINANCIAL CORP. - Form 10-K

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ITEM 1. BUSINESS

processes to effectively respond and recover the institution’s operations after a cyber-attack. A financial institution is also expected to develop appropriate
processes to enable recovery of data and business operations if a critical service provider of the institution falls victim to this type of cyber-attack. In
addition, effective in December 2023, the SEC enhanced and standardized the disclosure obligations related to a registrant's cybersecurity risk
management, strategy, and governance. Our information security protocols are designed in part to adhere to the requirements of bank regulatory guidance
and these enhanced SEC disclosure requirements. See ‘‘Part I - Item 1C. Cybersecurity’’ of this Report for additional information on cybersecurity.

State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations. Recently, several states have
adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these
programs, including data encryption requirements. Many states have also recently implemented or modified their data breach notification and data privacy
requirements. We expect this trend of state-level activity in those areas to continue and are continually monitoring developments in the states in which our
clients are located.

Anti-Tying Restrictions

In general, a bank may not extend credit, lease, sell property, or furnish any services or fix or vary the consideration for them on the condition that (i) the
client obtain or provide some additional credit, property, or services from or to the bank or bank holding company or their subsidiaries or (ii) the client not
obtain some other credit, property, or services from a competitor, except to the extent reasonable conditions are imposed to assure the soundness of the
credit extended. A bank may, however, offer combined-balance products and may otherwise offer more favorable terms if a client obtains two or more
traditional bank products. The law also expressly permits banks to engage in other forms of tying and authorizes the Federal Reserve Board to grant
additional exceptions by regulation or order. Also, certain foreign transactions are exempt from the general rule.

Consumer Regulation

Activities of Synovus Bank are subject to a variety of statutes and regulations designed to protect consumers. These laws and regulations include, among
numerous other things, provisions that:

• limit the interest and other charges collected or contracted for by Synovus Bank, including rules respecting the terms of credit cards and of debit card

overdrafts;

• govern Synovus Bank’s disclosures of credit terms to consumer borrowers;

• require Synovus Bank to provide information to enable the public and public officials to determine whether it is fulfilling its obligation to help meet the

housing needs of the communities it serves;

• prohibit Synovus Bank from discriminating on the basis of race, creed, or other prohibited factors when it makes decisions to extend credit;

• govern the manner in which Synovus Bank may collect consumer debts; and

• prohibit unfair, deceptive, or abusive acts or practices in the provision of consumer financial products and services.

Mortgage Regulation

The CFPB adopted a rule that implements the ability-to-repay and qualified mortgage provisions of the Dodd-Frank Act (the ‘‘ATR/QM rule’’), which
requires lenders to consider, among other things, income, employment status, assets, payment amounts, and credit history before approving a mortgage,
and provides a compliance ‘‘safe harbor’’ for lenders that issue certain ‘‘qualified mortgages.’’ The ATR/QM rule defines a ‘‘qualified mortgage’’ to have
certain specified characteristics and generally prohibits loans with negative amortization, interest-only payments, balloon payments, or terms exceeding
30 years from being qualified mortgages. The rule also establishes general underwriting criteria for qualified mortgages, including that monthly payments
be calculated based on the highest payment that will apply in the first five years of the loan and that the borrower have a total debt-to-income ratio that
is less than or equal to 43%. While ‘‘qualified mortgages’’ will generally be afforded safe harbor status, a rebuttable presumption of compliance with the
ability-to-repay requirements will attach to ‘‘qualified mortgages’’ that are ‘‘higher priced mortgages’’ (which are generally subprime loans). In addition, the
securitizer of asset-backed securities must retain not less than 5% of the credit risk of the assets collateralizing the asset-backed securities, unless subject
to an exemption for asset-backed securities that are collateralized exclusively by residential mortgages that qualify as ‘‘qualified residential mortgages.’’

The CFPB has also issued rules to implement requirements of the Dodd-Frank Act pertaining to mortgage loan origination (including with respect to loan
originator compensation and loan originator qualifications) as well as integrated mortgage disclosure rules. In addition, the CFPB has issued rules that
require servicers to comply with certain standards and practices with regard to error correction; information disclosure; force-placement of insurance;
information management policies and procedures; requiring information about mortgage loss mitigation options be provided to delinquent borrowers;
providing delinquent borrowers access to servicer personnel with continuity of contact about the borrower’s mortgage loan account; and evaluating
borrowers’ applications for available loss mitigation options. These rules also address initial rate adjustment notices for adjustable-rate mortgages, periodic
statements for residential mortgage loans, and prompt crediting of mortgage payments and response to requests for payoff amounts.

Non-Discrimination Policies

Synovus Bank is also subject to, among other things, the provisions of the Equal Credit Opportunity Act (‘‘ECOA’’) and the Fair Housing Act (‘‘FHA’’), both
of which prohibit discrimination based on race or color, religion, national origin, sex, and familial status in any aspect of a consumer or commercial credit
or residential real estate transaction. The Department of Justice (‘‘DOJ’’) and the federal bank regulatory agencies have issued an Interagency Policy
Statement on Discrimination in Lending that provides guidance to financial institutions in determining whether discrimination exists, how the agencies will
respond to lending discrimination, and what steps lenders might take to prevent discriminatory lending practices. The DOJ has increased its efforts to
prosecute what it regards as violations of the ECOA and FHA.

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Part I
ITEM 1. BUSINESS

LIBOR

On March 15, 2022, Congress enacted the Adjustable Interest Rate (LIBOR) Act (the ‘‘LIBOR Act’’) to address references to LIBOR in contracts that: (i) are
governed by U.S. law; (ii) will not mature before June 30, 2023; and (iii) lack fallback provisions providing for a clearly defined and practicable replacement
for LIBOR. On December 16, 2022, the FRB adopted a final rule to implement the LIBOR Act by identifying benchmark rates based on SOFR that will
replace LIBOR in certain financial contracts after June 30, 2023. As of the June 30, 2023 deadline, Synovus had made a concerted effort to eliminate
LIBOR-based exposures by discontinuing the use of LIBOR in new business and by amending LIBOR-based contracts for legacy exposures to transition
to other acceptable indexes. As of December 31, 2023, there was approximately $3 million of loan exposures which were still accruing on LIBOR but which
will transition to SOFR upon their next index reset period. Additionally, there are various other exposures, most notably derivatives, which will transition to
SOFR upon the next reset period in a manner that is consistent with industry practice.

In addition, one of the alternative successor benchmark rates to LIBOR, BSBY, will be permanently discontinued effective November 15, 2024. As of
December 31, 2023, there was approximately $160 million of customer derivative exposure on BSBY and approximately $800 million of loan exposures
accruing on BSBY. Actions are underway to modify these loans to alternative index rates or to convert these loans under existing fallback language.
Synovus does not believe that significant further actions will be required as part of the effort to adhere to the industry LIBOR or BSBY transition.

Available Information

Our website address is www.synovus.com. We file with or furnish to the SEC Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, proxy statements and annual reports to shareholders, and, from time to time, amendments to these documents and other
documents called for by the SEC. The reports and other documents filed with or furnished to the SEC are available to investors on or through our website
at investor.synovus.com under the heading ‘‘Financial Information’’ and then under ‘‘SEC Filings.’’ These reports are available on our website free of charge
as soon as reasonably practicable after we electronically file them with the SEC.

In addition, the SEC maintains an internet website that contains reports, proxy and information statements and other information regarding issuers, such
as Synovus, that file electronically with the SEC. The address of that website is www.sec.gov.

We have adopted a Code of Business Conduct and Ethics for our directors, officers, and employees and have also adopted Corporate Governance
Guidelines. Our Code of Business Conduct and Ethics, Corporate Governance Guidelines, and the charters of our Board committees, as well as
information on how to contact our Board of Directors, are available in the Corporate Governance Section of our website at
investor.synovus.com/governance. We will post any waivers of our Code of Business Conduct and Ethics granted to our directors or executive officers on
our website at investor.synovus.com.

We include our website addresses throughout this filing only as textual references. The information contained on our website is not incorporated in this
document by reference.

SYNOVUS FINANCIAL CORP. - Form 10-K

13

Part I
ITEM 1A. RISK FACTORS

ITEM 1A. RISK FACTORS

This section highlights the material risks that we currently face. Please be aware that these risks may change over time and other risks may prove to be
important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business,
financial condition, or results of operations or the trading price of our securities.

Strategic Risk

Competition in the financial services industry may adversely affect our future earnings and growth.

We operate in a highly competitive environment and our profitability and future growth depends on our ability to compete successfully based on such
factors as pricing, convenience, product offerings, technology, accessibility, quality of service, and client relationships. We face pricing competition for
loans and deposits and, in order for us to compete for borrowers and depositors, we may be required to offer loans and deposits on terms less favorable
to us, including lower rates on our loans and higher rates on our deposits. Certain of our competitors are larger and have more resources than we do,
enabling them to be more aggressive than us in competing across the financial services landscape and investing in new products, technology and services.
In addition, the ability of non-bank competitors to provide services previously limited to commercial banks has intensified the competition we face. These
non-bank competitors are not subject to the same extensive regulations that govern us and, therefore, may be able to operate with greater flexibility and
lower cost structures. Non-bank competitors can also operate in areas or offer certain products that may be considered speculative or risky. This significant
competition in making loans and attracting and retaining deposits as well as in providing other financial services may impact our future earnings and
growth.

Furthermore, the financial services industry could become even more competitive as a result of legislative, regulatory and technological changes, and
continued consolidation.

• While we cannot predict the actions of state or federal legislatures or regulators, there is increasing likelihood that the bank regulatory landscape could
shift due to legislation or regulatory action. Any material change to federal or state banking laws, regulations, or enforcement position could result in
increased competition or make it more difficult for banks of our size to compete, either broadly or in specific segments of our business.

• Technology has lowered barriers to entry and made it possible for non-banks and smaller banks to offer products and services traditionally provided by
larger banks. Competitors adopting new technologies or changes to consumer behaviors or expectations could require us to make significant
expenditures to modify or make additions to our current products and services.

• There has also been increasing consolidation among regional banks similar in size or larger than us resulting in even larger banks. The resulting larger
banks, as well as many other banks that are larger than us, may be able to achieve economies of scale due to their size and, as a result, may be able
to operate more efficiently than us and also offer a broader range of products and services than we do, as well as better pricing for those products and
services.

We may not realize the expected benefits from our strategic initiatives and other operational and execution goals, either in
whole or in part, which could negatively impact our future profitability.

In the current competitive banking environment, overall revenue growth must outpace operating costs, which requires the successful execution of both
growth and efficiency initiatives. In addition, we must continue to implement strategies to grow our product and service offerings and keep pace with
changing technologies and client expectations in order to realize continued earnings growth and to remain competitive with the other banks and non-bank
financial services providers in the markets we serve. We are continuously implementing strategic initiatives to achieve growth, reduce expense, and unlock
efficiencies. Our current initiatives include, but are not limited to, expanding our banking-as-a-service capabilities, growing our corporate and investment
banking and middle market commercial banking divisions, developing certain digital asset capabilities and products, and investing in the bank of the future
through automation, artificial intelligence, digital, and analytics. While we have realized growth and efficiency gains as a result of current and past initiatives,
in supporting growth or achieving the expected level of future savings and revenue
there is no guarantee that these initiatives will be successful
enhancements that we anticipate. Additionally, any new service and product offerings, particularly digital offerings, will compete directly with other Synovus
Bank product and service offerings. Consequently, any realized revenue from such growth initiatives may correspond to decreased revenue from other
Synovus Bank product and service offerings.

Furthermore, our strategic initiatives may result in an increase in expense, divert management attention, take away from other opportunities that may have
proved more successful, negatively impact operational effectiveness or impact employee morale. In addition, management expects to continue to make
strategic investments in technology and talent that are expected to improve our client experience and support future growth which will require an increase
in our expenditures. There can be no assurance that we will ultimately realize the anticipated benefits of these strategic initiatives, or that these strategic
initiatives will positively impact our organization. These initiatives may fail to meet our own or our client’s expectations and may fail to keep pace with bank
and non-bank competition and we may realize significant losses as a result.

Finally, changes to the bank regulatory landscape generally, but particularly with respect to digital product offerings and third-party service providers, could
negatively impact and undermine the rationale behind several of our initiatives.

The implementation of new lines of business, new products and services, and new technologies may subject us to additional
risk.

We have launched or enhanced a number of lines of business, products and services, and technologies, including, among others, those related to our
banking-as-a-service capabilities, corporate and investment banking initiatives, treasury and payments solutions business, and asset-based and
structured lending capabilities. An important part of our business strategy is to continue these efforts to implement new products, services, and
technologies designed to better serve our clients and respond to digitization trends in banking. There are substantial risks and uncertainties associated
with these efforts. Initial timetables for the introduction and development of new lines of business, new products or services, and/or new technologies may

14

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Part I
ITEM 1A. RISK FACTORS

not be achieved and price and profitability targets may not prove feasible. Additionally, such new products, services, and technologies often increase our
reliance on third-party service providers. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences,
may also impact the successful implementation of a new line of business, a new product or service, and/or new technologies. Furthermore, any new line
of business, new product or service, and/or new technology could require the establishment of new key controls and other controls and have a significant
impact on our existing system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of
business, products, or services could have a material adverse effect on our business and, in turn, our financial condition and results of operations.

We may pursue bank and non-bank acquisition opportunities as they arise. However, even if we identify attractive acquisition
opportunities, we may not be able to complete such acquisitions on favorable terms or realize the anticipated benefits from
such acquisitions.

While we continue to focus on organic growth opportunities, we may pursue attractive bank or non-bank acquisition and consolidation opportunities that
arise in our core markets and beyond. The number of financial institutions headquartered within our footprint and across the country continues to decline
through merger and other consolidation activity. In the event that attractive acquisition opportunities arise, we would likely face competition for such
acquisitions from other banking and financial companies, many of which have significantly greater resources and may have more attractive valuations. This
competition could either prevent us from being able to complete attractive acquisition opportunities or increase prices for potential acquisitions which
could reduce our potential returns and reduce the attractiveness of these opportunities. Furthermore, even if we are able to identify and complete
acquisitions, the terms of such acquisitions may not be favorable to us or we may fail to realize the anticipated benefits from such acquisitions. In addition,
all acquisitions are subject to various regulatory approvals, and if we were unable (or there was a perception that we would be unable) to obtain such
approvals for any reason, including due to any actual or perceived capital, liquidity, profitability, or regulatory compliance issues, it would impair our ability
to consummate acquisitions. Any acquisition could also be dilutive to our earnings and shareholders’ equity per share of our common stock.

Operational Risk

Failure to attract and retain employees may adversely impact our ability to successfully execute our growth and efficiency
strategies.

Our financial success depends upon our ability to attract and retain diverse, highly motivated, and well-qualified personnel that we rely on to execute all
aspects of our business. We face increasingly significant competition in the recruitment of qualified employees at all levels from financial institutions and
others. Moreover, the banking industry continues to transform due to technological innovation, increased demand for workplace flexibility, and competition
for talent from non-bank financial services providers, and our ability to recruit and retain qualified individuals that bring a diversity of perspective and
innovative thinking to our teams is both more difficult and more necessary. These trends, combined with labor shortages, have resulted in generally
increased labor costs. Such trends may continue in the near term, which may result in further challenges in hiring and retaining employees throughout the
organization. We must continually assess and manage how our talent needs change over time and failure to meet such needs may have a negative impact
on our ability to compete.

In addition, our future growth and the continued diversification of our loan portfolio depends, in part, on our ability to attract and retain the right mix of
well-qualified employees. If we are unable to attract and retain qualified employees, our ability to execute our business strategies may suffer and we may
be required to substantially increase our overall compensation or benefits to attract and retain such employees. Furthermore, we generally do not have
employment agreements with our frontline employees, management team, or other key employees and cannot guarantee that our employees will remain
with us. The unexpected loss of services of one or more of our key personnel, especially members of our senior management team, could have a material
adverse impact on the business because we would lose their skills, knowledge of the market, and years of industry experience and may have difficulty
promptly finding qualified replacement personnel. In addition, the unexpected loss or inability to hire or retain branch-level employees could have a material
adverse impact on our ability to increase deposits, generate frontline revenue, and properly service our clients.

Furthermore, we have had a number of employee changes resulting from our voluntary early retirement program in 2023 and certain leadership changes
over the last several years. Such changes can be inherently difficult to manage, and an inadequate transition may cause disruption to our business,
including our relationships with our clients, suppliers, vendors, and employees. It may also make it more difficult for us to hire and retain key employees.
In addition, any failure to ensure the effective transfer of knowledge and a smooth leadership transition could hinder our strategic planning, execution, and
future performance.

The financial services market is undergoing rapid technological changes, and if we are unable to stay current with those
changes, we will not be able to effectively compete.

The financial services market, including banking services, is undergoing rapid changes with frequent introductions of new technology-driven products and
services, primarily related to increased digitization of banking services and capabilities (including those related to or involving artificial intelligence, machine
learning, blockchain, and other technologies) and increased demand for mobile banking solutions. Our future success will depend, in part, on our ability
to keep pace with these technological changes and to use technology to satisfy and grow client demand for our products and services and to create
additional efficiencies in our operations. Our substantial investments in digital banking solutions, technology, and information systems will increase our
dependency on third-party service providers and such investments may underperform expectations and could result in unexpected losses. Some of our
competitors have substantially greater resources to invest in technological improvements and have invested more heavily than us, and will continue to be
able to do so, in developing and adopting new technologies, which may put us at a competitive disadvantage. Some of these competitors consist of
financial technology providers who are beginning to offer more traditional banking products and may either acquire a bank charter or obtain a bank-like
charter, such as the Fintech charter provided by the OCC. We may not be able to effectively implement new technology-driven products and services, be
successful in marketing these products and services to our clients or keep pace with our competitors in this arena. As a result, our ability to effectively
compete to retain or acquire new business may be impaired, and our business, financial condition, or results of operations may be adversely affected.

SYNOVUS FINANCIAL CORP. - Form 10-K

15

Part I
ITEM 1A. RISK FACTORS

We may not be able to successfully implement current or future information technology system enhancements and operational
initiatives, which could adversely affect our business operations and profitability.

We continue to invest significant resources in our core information technology systems, including by deepening and expanding our use of cloud-based
applications, in order to provide functionality and security at an appropriate level, and to improve our operating efficiency and to streamline our client
experience. These initiatives significantly increase the complexity of our relationships with third-party service providers and such relationships may be
difficult to unwind. We may not be able to successfully implement and integrate such system enhancements and initiatives, which could adversely impact
our ability to comply with a number of legal and regulatory requirements, which could result in sanctions from regulatory authorities. In addition, these
projects could have higher than expected costs and/or result in operating inefficiencies, which could increase the costs associated with the implementation
as well as ongoing operations. Failure to properly utilize system enhancements that are implemented in the future could result in impairment charges that
adversely impact our financial condition and results of operations, could result in significant costs to remediate or replace the defective components, and
could impact our ability to compete. In addition, we may incur significant training, licensing, maintenance, consulting, and amortization expense during and
after implementation, and any such costs may continue for an extended period of time. As such, we cannot guarantee that the anticipated long-term
benefits of these system enhancements and operational initiatives will be realized.

We rely extensively on information technology systems to operate our business and an interruption or security breach may
disrupt our business operations, result in reputational harm, and have an adverse effect on our operations.

As a complex financial institution, we rely extensively on our information technology systems to operate our business, including to process, record, and
monitor a large number of client transactions on a continuous basis. As client, public, and regulatory expectations regarding operational and information
security have increased, our operational systems and infrastructure must continue to be safeguarded and monitored for potential failures, disruptions, and
breakdowns. Our business, financial, accounting, data processing systems, or other operating systems and facilities may stop operating properly or
become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control. For example, there could
be sudden increases in client transaction volume; electrical or telecommunications outages; natural disasters such as earthquakes, tornadoes, and
hurricanes; disease pandemics; events arising from local or larger scale political or social matters, including terrorist acts; and, as described below,
cyber-attacks. While we have policies, procedures, and systems designed to prevent or limit the effect of possible failures, interruptions, or breaches in
security of information systems and business continuity programs designed to provide services in the case of such events, there is no guarantee that these
safeguards or programs will address all of the threats that continue to evolve.

We face significant cyber and data security risk that could result in the disclosure of confidential information, adversely affect
our business or reputation, and expose us to significant liabilities.

As a complex financial institution, we are under continuous threat of loss due to cyber-attacks. This risk continues to increase, and attack methods
continue to evolve in sophistication, velocity, and frequency and can occur from a variety of sources, such as foreign governments, hacktivists, or other
well-financed entities, and may originate from less regulated and remote areas of the world. Furthermore remote working environments for both Synovus
and many of our clients has heightened these risks. We continually review the security of our IT systems and make the necessary investments to improve
the resiliency of our systems and their security from attack. Nonetheless, there remains the risk that we may be materially harmed by a cyber-attack or
information security breach. Further, there is no guarantee that our response to any cyber-attack or system interruption, breach, or failure will be effective
to mitigate and remediate the issues resulting from such an event, including the costs, reputational harm, and litigation challenges that we may face as a
result.

Data privacy laws also continue to evolve, with states increasingly proposing or enacting legislation that relates to data privacy and data protection. We
may be required to incur additional expense to comply with these evolving regulations and could face penalties for violating any of these regulations.

Two of the most significant cyber-attack risks that we face are e-fraud and loss of sensitive client data. Loss from e-fraud occurs when cybercriminals
breach and extract funds directly from client or our accounts. Any loss of sensitive client data that results from attempts to breach our systems, such as
account numbers and social security numbers, would present significant reputational, legal, and/or regulatory costs to us. Our risk and exposure to these
matters remains heightened because of the evolving nature and complexity of these threats from cybercriminals and hackers, our plans to continue to
provide internet banking and mobile banking channels, and our plans to develop additional remote connectivity solutions to serve our clients. While we
have not experienced any material losses relating to cyber-attacks or other information security breaches to date, we have been the subject of attempted
hacking and cyber-attacks and there can be no assurance that we will not suffer such significant losses in the future.

The occurrence of any cyber-attack or information security breach could result in material adverse consequences to us including damage to our reputation,
disclosure obligations, the loss of clients, and violations of applicable data privacy laws. We also could face litigation and regulatory action. Litigation or
regulatory actions in turn could lead to significant liability or other sanctions, including fines and penalties or reimbursement to clients adversely affected
by a security breach. Even if we do not suffer any material adverse consequences as a result of events affecting us directly, successful attacks or systems
failures at other large financial institutions could lead to a general loss of client confidence in financial institutions including us.

Fraud remains an elevated risk for us and for all banks, and as such, we may experience increased losses due to fraud.

In recent years, fraud risk continued to be a significant risk for us and for all banks. Card fraud and deposit fraud (check kiting, wire fraud, etc.) continue
to be significant sources of fraud attempts and losses in our consumer banking business. Moreover, our commercial clients have experienced increased
levels of financial fraud risk as well, often requiring our involvement and assistance because of our banking relationship with these clients. The methods
used to perpetrate and combat fraud continue to evolve as technology changes and more tools for access to financial services emerge, such as real-time
payments. In addition to cybersecurity risks, new techniques have made it easier for bad actors to obtain and use client personal information, mimic
signatures, and otherwise create false documents that look genuine. Fraud schemes are broad and can include debit card/credit card fraud, check fraud,
NSF fraud, mechanical devices attached to ATM machines, social engineering and phishing attacks to obtain personal information, impersonation of our
clients through the use of falsified or stolen credentials, employee fraud, information fraud, and other malfeasance. Criminals are turning to new sources
to steal personally identifiable information in order to impersonate our clients to commit fraud.

16

SYNOVUS FINANCIAL CORP. - Form 10-K

Part I
ITEM 1A. RISK FACTORS

Our anti-fraud actions are both preventative (anticipating lines of attack, educating employees and clients, making operational changes) and responsive
(remediating actual attacks). We have established policies, processes, and procedures to identify, measure, monitor, mitigate, report, and analyze these
risks. We continue to invest in systems, resources, and controls to detect and prevent fraud. There are inherent limitations, however, to our risk
management strategies, systems, and controls as they may exist, or develop in the future. We may not appropriately anticipate, monitor, or identify these
risks. If our risk management framework proves ineffective, we could suffer unexpected losses, we may have to expend resources detecting and correcting
the failure in our systems, and we may be subject to potential claims from third parties and government agencies. We may also suffer reputational damage.
Any of these consequences could adversely affect our business, financial condition, or results of operations.

Our regulators require us to report fraud promptly, and regulators often advise banks of new schemes to enable the entire industry to adapt as quickly as
possible. However, some level of fraud loss is unavoidable, and the risk of loss cannot be eliminated.

If our enterprise risk management framework is not effective at mitigating risk and loss to us, we could suffer unexpected losses
and our results of operations could be materially adversely affected.

Our enterprise risk management framework seeks to achieve an appropriate balance between risk and return, which is critical to optimizing shareholder
value. We have established processes and procedures intended to identify, measure, monitor, report, and analyze the types of risk to which we are subject,
including strategic, market, credit, liquidity, capital, cybersecurity, operational, regulatory compliance, litigation, and reputational. However, as with any risk
management framework, there are inherent limitations to our risk management strategies as there may exist, or develop in the future, risks that we have
not appropriately anticipated or identified. For example, the financial and credit crisis and resulting regulatory reform highlighted both the importance and
some of the limitations of managing unanticipated risks. If our risk management framework proves ineffective, we could suffer unexpected losses and our
business and results of operations could be materially adversely affected.

Our ability to maintain our reputation is critical to the success of our business, and the failure to do so may materially adversely
affect our performance.

Our reputation is one of the most valuable components of our business. As such, we strive to conduct our business in a manner that enhances our
reputation. This is done, in part, by recruiting, hiring, and retaining and providing growth opportunities for employees who share our core values of being
an integral part of the communities we serve, delivering superior service to our clients, caring about our clients and employees, and investing in our
information technology and other systems. If our reputation is negatively affected by the actions of our employees or otherwise, including as a result of
operational, clerical, or record-keeping errors, or those resulting from faulty or disabled computer or telecommunications systems or a successful
cyber-attack against us or other unauthorized release or loss of client information, our reputation, business, and our operating results may be materially
adversely affected. Damage to our reputation could also negatively impact our credit ratings and impede our access to the capital markets.

We rely on other companies to provide key components of our business infrastructure.

Third parties provide key components of our business operations such as our core technology infrastructure, cloud-based operations, data processing,
recording and monitoring transactions, online banking interfaces and services, internet connections, and network access. We have selected these
third-party vendors carefully and have conducted the due diligence consistent with regulatory guidance and best practices. While we have ongoing
programs to review third-party vendors and assess risk, we do not control their actions. Any problems caused by these third parties, including those
resulting from disruptions in communication services provided by a vendor, issues at a third-party vendor of a vendor, failure of a vendor to handle current
or higher volumes, cyber-attacks and security breaches at a vendor, failure of a vendor to provide services for any reason, or poor performance of services,
could adversely affect our ability to deliver products and services to our clients and otherwise conduct our business. Financial or operational difficulties of
a third-party vendor could also hurt our operations if those difficulties interfere with the vendor's ability to serve us. Furthermore, our vendors could also
be sources of operational and information security risk to us, including from breakdowns or failures of their own systems or capacity constraints. Replacing
these third-party vendors could also create significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to our
business operations. Our digital services growth initiatives, core technology upgrades, and digital asset initiatives constitute specific increases in third-party
risk as such initiatives are distinctly dependent on the performance of our third-party partners.

As an issuer of credit and debit cards we are exposed to losses in the event that holders of our cards experience fraud on their
card accounts.

Our clients regularly use Synovus-issued credit and debit cards to pay for transactions with retailers and other businesses. There is the risk of data security
breaches at these retailers and other businesses that could result in the misappropriation of our clients’ credit and debit card information. We also may
nonetheless suffer losses associated with reimbursing our clients for fraudulent transactions on clients’ card accounts, as well as for other costs related
to data security compromise events, such as replacing cards associated with compromised card accounts. In addition, we provide card transaction
processing services to some merchant clients under agreements we have with payment networks such as Visa and MasterCard. Under these agreements,
we may be responsible for certain losses and penalties if one of our merchant clients suffers a data security breach.

Our independent sales organization relationships are complex and may expose us to losses.

We maintain relationships with a number of ISOs, which generally act as intermediaries for third-party companies that want to develop the capacity to
accept payment cards. ISO activities include, among other things, acquiring and issuing functions, soliciting merchants and other clients, soliciting
cardholders, underwriting and monitoring, arranging for terminal leases or purchases, account and transaction processing, and client service. We face
risks related to our oversight and supervision of the ISO program (including compliance and reputational monitoring) as well as to the reputation and
financial viability of the ISOs with which we do business. Any failure by us to appropriately oversee and supervise our ISO program could damage our
reputation, result in regulatory or compliance issues, result in third-party litigation, and cause financial losses to us. Further, our ISO program is highly
dependent upon the activities and financial viability of our ISO counter-parties, and any negative developments at the ISOs may present financial losses
and other risk to us.

SYNOVUS FINANCIAL CORP. - Form 10-K

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Part I
ITEM 1A. RISK FACTORS

The costs and effects of litigation, investigations or similar matters involving us or other financial institutions or counterparties,
or related adverse facts and developments, could materially affect our business, operating results, and financial condition.

We may be involved from time to time in a variety of litigation, investigations, inquiries, or similar matters arising out of our business, including those
described in ‘‘Part I - Item 3. Legal Proceedings’’ and ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 14 - Commitments and
Contingencies’’ of this Report. Furthermore, litigation against banks tend to increase during economic downturns and periods of credit deterioration which
may occur or worsen as a result of the current economic uncertainty.

We manage these risks through internal controls, employee training, insurance, litigation management, our compliance and ethics processes, and other
means. However, the commencement, outcome, and magnitude of litigation cannot be predicted or controlled with any certainty. We establish reserves
for legal claims when payments associated with the claims become probable and the losses can be reasonably estimated. We may still incur legal costs
for a matter even if we have not established a reserve. In addition, the actual cost of resolving a legal claim may be substantially higher than any amounts
reserved for that matter. For those legal matters where the amounts associated with the claims are not probable and the costs cannot be reasonably
estimated, Synovus estimates a range of reasonably possible losses. As of December 31, 2023, Synovus' management currently estimates the aggregate
range of reasonably possible losses resulting from our outstanding litigation, including, without limitation, the matters described in this Report, is from zero
to $10 million in excess of the amounts accrued, if any, related to those matters. This estimated aggregate range is based upon information currently
available to us, and the actual losses could prove to be higher. As there are further developments in these legal matters, we will reassess these matters
and the estimated range of reasonably possible losses may change as a result of this assessment. In addition, in the future, we may need to record
additional litigation reserves with respect to these matters. Further, regardless of how these matters proceed, it could significantly harm our reputation and
divert our management's attention and other resources away from our business.

Our insurance may not cover all claims that may be asserted against us and indemnification rights to which we are entitled may not be honored, and any
claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate judgments or settlements in any
litigation or investigation significantly exceed our insurance coverage, they could have a material adverse effect on our business, financial condition, and
results of operations. In addition, premiums for insurance covering the financial and banking sectors are rising. We may not be able to obtain appropriate
types or levels of insurance in the future, nor may we be able to obtain adequate replacement policies with acceptable terms or at historic rates, if at all.

Credit and Liquidity Risk

Changes in interest rates may have an adverse effect on our net interest income.

Net interest income, which is the difference between the interest income that we earn on interest-earning assets and the interest expense that we pay on
interest-bearing liabilities, is a major component of our income and our primary source of revenue from our operations. Narrowing of interest rate spreads
could adversely affect our earnings and financial condition. We cannot control or predict with certainty changes in interest rates. Regional and local
economic conditions, competitive pressures, and the policies of regulatory authorities, including monetary policies of the FRB, affect interest income and
interest expense.

Beginning in early 2022 and through July 2023, in response to growing signs of inflation, the FRB increased interest rates rapidly and made a number of
adjustments to monetary policy and liquidity, including quantitative tightening and other balance sheet actions. Rising interest rates can have a negative
impact on our business by reducing the amount of money our clients borrow or by adversely affecting their ability to repay outstanding loan balances that
may increase due to adjustments in their variable rates. In addition, as interest rates rise, we may have to offer more attractive interest rates to depositors
to compete for deposits, or pursue other sources of liquidity, such as wholesale funds.

On the other hand, decreasing interest rates reduce our yield on our variable rate loans and on our new loans, which reduces our net interest income. In
addition, lower interest rates may reduce our realized yields on investment securities which would reduce our net interest income and cause downward
pressure on net interest margin in future periods. A significant reduction in our net interest income could have a material adverse impact on our capital,
financial condition, and results of operations.

Although the FRB increased the target federal funds rate throughout 2022 and 2023 to combat inflationary trends, the FRB held the federal funds rate
steady in December 2023 for the third consecutive meeting and indicated that the rate is likely to be decreased in 2024 and beyond. We are unable to
predict changes in interest rates, which are affected by factors beyond our control, including inflation, deflation, recession, unemployment, money supply,
and other changes in financial markets.

We have ongoing policies and procedures designed to manage the risks associated with changes in market interest rates and actively manage these risks
through hedging and other risk mitigation strategies. However, if our assumptions are wrong or overall economic conditions are significantly different than
anticipated, our risk mitigation techniques may be ineffective or costly.

Changes in the cost and availability of funding due to changes in the deposit market and credit market may adversely affect our
capital resources, liquidity, and financial results.

In managing our consolidated balance sheets, we depend on access to a variety of sources of funding to provide us with sufficient capital resources and
liquidity to meet our commitments and business needs, and to accommodate the transaction and cash management needs of our clients. In addition to
core deposits, sources of funding available to us and upon which we rely as regular components of our liquidity and funding management strategy include
borrowings from the FHLB and brokered deposits. In general, the amount, type, and cost of our funding, including from other financial institutions, the
capital markets, and deposits, directly impacts our costs of operating our business and growing our assets and can therefore positively or negatively affect
our financial results. A number of factors could make funding more difficult, more expensive, or unavailable on any terms, including, but not limited to, a
downgrade in our credit ratings, financial results, changes within our organization, specific events that adversely impact our reputation, disruptions in the
capital markets, specific events that adversely impact the financial services industry, counterparty availability, recently proposed changes to the FHLB

18

SYNOVUS FINANCIAL CORP. - Form 10-K

Part I
ITEM 1A. RISK FACTORS

system, changes affecting our assets, the corporate and regulatory structure, interest rate fluctuations, general economic conditions, and the legal,
regulatory, accounting, and tax environments governing our funding transactions. Also, we compete for funding with other banks and similar companies,
many of which are substantially larger, and have more capital and other resources.

In addition to bank level liquidity management, we must manage liquidity at the Parent Company for various needs including potential capital infusions into
subsidiaries, the servicing of debt, the payment of dividends on our common stock and preferred stock, and share repurchases. The primary source of
liquidity for us consists of dividends from Synovus Bank which are governed by certain rules and regulations of our supervising agencies. Synovus' ability
to receive dividends from Synovus Bank in future periods will depend on a number of factors, including, without limitation, Synovus Bank's future profits,
asset quality, liquidity, and overall condition. In addition, GA DBF rules and related statutes contain additional restrictions on payments of dividends by
Synovus Bank. In particular, the Georgia Financial Institutions Code contains restrictions on the ability of a Georgia bank to pay dividends other than from
retained earnings and under other circumstances without the approval of the GA DBF. As a result of these restrictions, Synovus Bank may be required to
seek approval from the GA DBF to pay dividends. If Synovus does not receive dividends from Synovus Bank as needed, its liquidity could be adversely
affected, and it may not be able to continue to execute its current capital plan to return capital to its shareholders. In addition to dividends from Synovus
Bank, we have historically had access to a number of alternative sources of liquidity, including the capital markets, but there is no assurance that we will
be able to obtain such liquidity on terms that are favorable to us, or at all. If our access to these traditional and alternative sources of liquidity is diminished
or only available on unfavorable terms, then our overall liquidity and financial condition will be adversely affected.

If Synovus Bank loses or is unable to grow and retain its deposits, it may be subject to liquidity risk and higher funding costs.

The total amount that we pay for funding costs is dependent, in part, on Synovus Bank’s ability to grow and retain its deposits. If Synovus Bank is unable
to sufficiently grow and retain its deposits at competitive rates to meet liquidity needs, it may be subject to paying higher funding costs to meet these
liquidity needs.

Synovus Bank competes with banks and other financial services companies for deposits. As a result of monetary policy and the broader market for interest
rates and funding, we were required to raise rates on many of our deposits in 2023 to keep pace with our competition. Moreover, Synovus Bank’s funding
costs may increase further in the near term. If Synovus Bank were to lose deposits, it must rely on more expensive sources of funding. This could result
in a failure to maintain adequate liquidity and higher funding costs, reducing our net interest margin and net interest income. In addition, our access to
deposits may be affected by the liquidity needs of our depositors. In particular, a substantial majority of our liabilities in 2023 were checking accounts and
other liquid deposits, which are payable on demand or upon several days' notice, while by comparison, a substantial majority of our assets were loans,
which cannot be called or sold in the same time frame. Moreover, our clients could withdraw their deposits in favor of alternative investments. While we
have historically been able to replace maturing deposits and advances as necessary, we may not be able to replace such funds in the future, especially
if a large number of our depositors seek to withdraw their accounts, regardless of the reason.

Our allowance for credit losses may not cover actual losses, and we may be required to materially increase our allowance,
which may adversely affect our capital, financial condition, and results of operations.

We derive the most significant portion of our revenue from our lending activities. When we lend money, commit to lend money, or enter into a letter of credit
or other contract with a counterparty, we incur credit risk, which is the risk of losses if our borrowers do not repay their loans or our counterparties fail to
perform according to the terms of their contracts. We estimate and maintain an allowance for credit losses, which is a reserve established through a
provision for credit losses charged to expense, representing management's best estimate of life of loan credit losses within the existing portfolio of loans
and related unfunded commitments, as described under ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant
Accounting Policies’’ and ‘‘Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting
Policies - Allowance for Credit Losses’’ in this Report. The allowance, in the judgment of management, is established to reserve for estimated credit losses
and risks inherent in the loan portfolio. The determination of the appropriate level of the allowance for credit losses inherently involves a high degree of
subjectivity and requires the use of both qualitative and quantitative information, including estimates, assumptions, and quantitative modeling techniques,
all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification
of non-accrual loans, changes in assumptions regarding a borrower's ability to pay, changes in collateral values, and other factors, both within and outside
of our control, may cause the allowance for credit losses to become inadequate and require an increase in the provision for credit losses.

We expect that the allowance for credit losses under the CECL standard to be more volatile and as such could have an impact on our results of operations.
For a discussion of changes in accounting standards and regulatory capital implications, see ‘‘Part I - Item 1. Business - Supervision, Regulation, and Other
Factors - Capital Requirements.’’

Various regulatory agencies, as an integral part of their examination procedures, periodically review the allowance as well as the supporting methods and
processes. Based on their judgments about information available to them at the time of their examination, such agencies may require us to recognize
additions to the allowance or additional loan charge offs. An increase in the allowance for credit losses would result in a decrease in net income and capital
and could have a material adverse effect on our capital, financial condition and results of operations.

Changes in our asset quality could adversely affect our results of operations and financial condition.

Asset quality measures the performance of a borrower in repaying a loan, with interest, on time. While we believe that we manage asset quality through
prudent underwriting practices and collection operations, it is possible that our asset quality could deteriorate, depending upon economic conditions and
other factors. Our asset quality generally remains strong, but further economic disruption could negatively impact asset quality in future periods, particularly
as to those borrowers in certain adversely and disproportionately impacted industries.

SYNOVUS FINANCIAL CORP. - Form 10-K

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Part I
ITEM 1A. RISK FACTORS

We could realize losses if we determine to sell non-performing assets and the proceeds we receive are lower than the carrying
value of such assets.

Distressed asset sales have been a component of our strategy to further strengthen the consolidated balance sheets, improve asset quality, and enhance
earnings. We could realize future losses if the proceeds we receive upon dispositions of non-performing assets are lower than the recorded carrying value
of such assets, which could adversely affect our results of operations in future periods. Accordingly, we could realize an increased level of credit costs in
any period during which we determine to dispose of an increased level of distressed assets. Further, if market conditions deteriorate, this could negatively
impact our ability to dispose of distressed assets and may result in higher credit losses on sales of distressed assets.

We may not be able to generate sufficient cash to service all of our debt and repay maturing debt obligations.

As of December 31, 2023, we and our consolidated subsidiaries had $1.93 billion of long-term debt outstanding. Our ability to make scheduled payments
of principal and interest or to satisfy our obligations in respect of our debt, to refinance our debt, or to fund capital expenditures will depend on our future
financial and operating performance and our ability to maintain adequate liquidity. Prevailing economic conditions (including interest rates), and regulatory
constraints, including, among other things, distributions to us from our subsidiaries and required capital levels with respect to our subsidiary bank and
financial subsidiaries, business, and other factors, many of which are beyond our control, may also affect our ability to meet these needs. We may not be
able to generate sufficient cash flows from operations or obtain future borrowings in an amount sufficient to enable us to pay our debt or to fund our other
liquidity needs. We may need to refinance all or a portion of our debt on maturity, and we may not be able to refinance any of our debt when needed on
commercially reasonable terms or at all. If our cash flow and capital resources are insufficient to fund our debt obligations, we may be forced to reduce or
delay investments in our business, sell assets, seek to obtain additional equity or debt financing, or restructure our debt on terms that may not be favorable
to us.

We may be unable to pay dividends on our common stock and preferred stock.

Holders of our common stock and preferred stock are only entitled to receive such dividends as our Board of Directors may declare out of funds legally
available for such payments. Although we have historically paid a quarterly cash dividend to the holders of our common stock and preferred stock, we are
not legally required to do so. Further, the Federal Reserve could decide at any time that paying any dividends on our common stock or preferred stock could
be an unsafe or unsound banking practice. The reduction or elimination of dividends paid on our common stock or preferred stock could adversely affect
the market price of our common stock or preferred stock, as applicable. In addition, if we fail to pay dividends on our preferred stock for six quarters,
whether or not consecutive, the holders of such preferred stock shall be entitled to certain rights to elect two directors to our Board of Directors.

For a discussion of current regulatory limits on our ability to pay dividends, see ‘‘Part I - Item 1. Business - Supervision, Regulation, and Other Factors -
Payment of Dividends’’ and ‘‘Part I - Item 1A - Risk Factors - Compliance and Regulatory Risk - We may become subject to supervisory actions and
enhanced regulation that could have a material adverse effect on our business, reputation, operating flexibility, financial condition, and the value of our
common stock and preferred stock’’ in this Report for further information.

Compliance and Regulatory Risk

The fiscal and monetary policies of the federal government and its agencies could have a material adverse effect on our
earnings.

The Federal Reserve Board regulates the supply of money and credit in the U.S. Its policies determine in large part the cost of funds for lending and
investing and the return earned on those loans and investments, both of which affect our net interest margin. They can also materially decrease the value
of financial assets we hold. Federal Reserve policies may also adversely affect borrowers, potentially increasing the risk that they may fail to repay their
loans, or could adversely create asset bubbles which result from prolonged periods of accommodative policy. This, in turn, may result in volatile markets
and rapidly declining collateral values. The monetary policies of the Federal Reserve and other governmental policies have had a significant effect on the
operating results of commercial banks in the past and are expected to continue to do so in the future. Because of changing conditions in the national and
international economies and in the money markets, as well as the result of actions by monetary and fiscal authorities, all of which are beyond our control,
it is not possible to predict with certainty future changes in interest rates, deposit levels, loan demand, or the business and results of operations of Synovus
and Synovus Bank, or whether changing economic conditions will have a positive or negative effect on operations and earnings. Also, potential new taxes
or increased taxes on corporations generally, or on financial institutions specifically, could adversely affect our net income.

The banking industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory
changes, may have a significant adverse effect on our business, financial condition, or results of operations.

The banking industry is extensively regulated and supervised under both federal and state laws and regulations that are intended primarily for the protection
of depositors, clients, federal deposit insurance funds, and the banking system as a whole, not for the protection of our shareholders and creditors. We
and Synovus Bank are subject to regulation and supervision by the Federal Reserve, the GA DBF, and the CFPB, among others. The laws and regulations
applicable to us govern a variety of matters, including permissible types, amounts, and terms of loans and investments we may make, the maximum
interest rate that may be charged, the amount of reserves Synovus Bank must hold against deposits it takes, the types of deposits Synovus Bank may
accept and the rates it may pay on such deposits, maintenance of adequate capital and liquidity, changes in the control of the company and Synovus Bank,
restrictions on dividends, and establishment of new offices by Synovus Bank. We incur significant, recurring costs to comply with all applicable regulations
and there is no guarantee that our compliance programs will ensure compliance with all applicable regulations. We must obtain approval from our
regulators before engaging in certain activities, and there can be no assurance that any regulatory approvals we may require will be obtained, either in a
timely manner or at all. In addition, new technologies could make regulatory compliance more challenging. Remaining compliant and receiving regulatory
approvals is dependent on our ability to improve and develop our technological capabilities. Our regulators also have the ability to compel us to, or restrict

20

SYNOVUS FINANCIAL CORP. - Form 10-K

Part I
ITEM 1A. RISK FACTORS

us from, taking certain actions entirely, such as actions that our regulators deem to constitute an unsafe or unsound banking practice. Our failure to comply
with any applicable laws or regulations, or regulatory policies and interpretations of such laws and regulations, could result in sanctions by regulatory
agencies, civil money penalties, or damage to our reputation, all of which could have a material adverse effect on our business, financial condition, or results
of operations.

We cannot predict whether new legislation will be enacted and, if enacted, the effect that it, or any regulations, would have on our business, financial
condition, or results of operations. These changes may result in increased costs of doing business and decreased revenue and net income, may reduce
our ability to effectively compete to attract and retain clients, or make it less attractive for us to continue providing certain products and services. We expect
regulatory bodies such as the CFPB and FDIC to continue to take a more aggressive enforcement stance and increase their focus and scrutiny on all
consumer facing financial institutions. Any future changes in federal and state law and regulations, as well as the interpretations and implementations of
such laws and regulations and enforcement practices, could affect us in substantial and unpredictable ways, including those listed above, impact the
regulatory structure under which we operate, significantly increase our costs, impede the efficiency of our internal business processes, require us to
increase our regulatory capital and modify our business strategy, limit our ability to pursue business opportunities in an efficient manner, or other ways that
could have a material adverse effect on our business, financial condition, or results of operations.

We may become subject to supervisory actions and enhanced regulation that could have a material adverse effect on our
business, reputation, operating flexibility, financial condition, and the value of our common stock and preferred stock.

Under federal and state laws and regulations pertaining to the safety and soundness of insured depository institutions, state banking regulators, the
Federal Reserve, and separately the FDIC as the insurer of bank deposits, each has the authority to compel or restrict certain actions on our part if any of
them determine that we have insufficient capital or are otherwise operating in a manner that may be deemed to be inconsistent with safe and sound
banking practices. In addition to examinations for safety and soundness, we and our subsidiaries also are subject to continuous examination by state and
federal banking regulators, including the CFPB, for compliance with various laws and regulations, as well as consumer compliance initiatives. As a result
of this regulatory oversight and examination process, our regulators may require us to enter into informal or formal supervisory agreements, including board
resolutions, memoranda of understanding, written agreements, and consent or cease and desist orders, pursuant to which we could be required to take
identified corrective actions to address cited concerns, or to refrain from taking certain actions.

If we become subject to and are unable to comply with the terms of any future regulatory actions or directives, supervisory agreements, or orders, then
we could become subject to additional, heightened supervisory actions and orders, possibly including consent orders, prompt corrective action
restrictions, and/or other regulatory actions, including prohibitions on the payment of dividends on our common stock and our preferred stock. If our
regulators were to take such additional supervisory actions, then we could, among other things, become subject to significant restrictions on our ability
to develop any new business, as well as restrictions on our existing business, and we could be required to raise additional capital, discontinue our share
repurchase program, dispose of certain assets and liabilities within a prescribed period of time, or all of the above. The terms of any such supervisory action
could have a material negative effect on our business, reputation, operating flexibility, financial condition, and the value of our common stock.

Further, bank failures, such as the ones occurring in 2023, have and may in the future diminish public confidence in small and regional banks' abilities to
safeguard deposits in excess of federally insured limits, which could prompt clients to maintain their deposits with larger financial institutions. Concerns
over rapid, large-scale deposit movement have and could in the future heighten regulatory scrutiny surrounding liquidity and increase competition for
deposits and the resulting cost of funding, which could create pressure on net interest margin and results of operations. In addition, bank failures have and
could in the future prompt the FDIC to increase deposit insurance costs. Increases in funding, deposit insurance, or other costs as a result of these types
of events have and could in the future materially adversely affect our financial condition and results of operations. Further, the disruption following these
types of events have and could in the future generate significant market trading volatility among publicly traded bank holdings companies and, in particular,
regional banks like Synovus.

We may be required to conserve capital or undertake additional strategic initiatives to improve our capital position due to
changes in economic conditions or changes in regulatory capital rules.

We and Synovus Bank are required under federal law to maintain certain minimum capital levels based on ratios of capital to total assets and capital to
risk-weighted assets. The required capital ratios are minimums, and the Federal Reserve may determine that a banking organization, based on its size,
complexity, or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner. Moreover, federal bank regulators have
issued a series of guidance and rulemakings applicable to large banks. While many of these do not currently apply to us due to our asset size, these
issuances could impact industry capital standards and practices in many potentially unforeseeable ways. While we currently exceed all minimum regulatory
capital requirements, are considered well-capitalized under applicable rules, and believe that we maintain an appropriate capital plan, there is no guarantee
that we will not need to increase our capital levels in the future.

We actively monitor economic conditions, evolving industry capital standards, and changes in regulatory standards and requirements, and engage in
regular discussions with our regulators regarding capital at both Synovus and Synovus Bank. As part of our ongoing management of capital, we identify,
consider, and pursue additional strategic initiatives to bolster our capital position as deemed necessary, including strategies that may be required to meet
regulatory capital requirements. This includes the evaluation of share repurchase programs and dividends. The need to maintain more capital and greater
liquidity than may have previously been warranted or intended could limit our business activities, including lending, and our ability to expand, either
organically or through future acquisitions, and invest in technology and other growth strategies. It could also result in our taking steps to increase our capital
that may be dilutive to shareholders or limit our ability to pay dividends or otherwise return capital to shareholders.

SYNOVUS FINANCIAL CORP. - Form 10-K

21

Part I
ITEM 1A. RISK FACTORS

Market and Other General Risk

Inflationary pressures and rising prices could negatively impact our business, our profitability, and our stock price.

Inflation rose significantly during 2022 to levels not seen for over 40 years. Although inflation moderated in the first half of 2023 and significantly declined
in the second half of 2023, the economic impact of inflation continues to persist. Prolonged periods of inflation may impact our profitability by negatively
impacting our fixed costs and expenses, including increasing funding costs and expense related to talent acquisition and retention, and negatively
impacting the demand for our products and services. Additionally, rising inflation may lead to a decrease in consumer and client purchasing power and
negatively affect the need or demand for our products and services. If inflation continues, our business could be negatively affected by, among other things,
increased default rates leading to credit losses which could decrease our appetite for new credit extensions. These inflationary pressures could result in
missed earnings and budgetary projections causing our stock price to suffer.

Unstable global economic conditions may have serious adverse consequences on our business, financial condition, and
operations.

We are operating in an uncertain economic environment. The global credit and financial markets have experienced extreme volatility and disruptions,
including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, high
rates of inflation, and uncertainty about economic stability and a potential recession. While our management team continually monitors market conditions
and economic factors throughout our footprint, we are unable to predict the duration or severity of such conditions or factors. If conditions were to worsen
nationally, regionally, or locally, we could experience a sharp increase in our total net charge-offs and could also be required to significantly increase our
allowance for credit losses. Economic instability could also result in decreased demand for loans and our other products and services. An increase in our
non-performing assets and related increases in our provision for credit losses, coupled with a potential decrease in the demand for loans and other
products and services, could negatively affect our business and could have a material adverse effect on our capital, financial condition, results of
operations, and future growth. Our clients may also be adversely impacted by changes in regulatory, trade (including tariffs), and tax policies and laws, all
of which could reduce demand for loans and adversely impact our borrowers' ability to repay our loans.

In addition, the financial markets and the global economy may also be adversely affected by the current or anticipated impact of military conflict, including
the current conflict between Russia and Ukraine, which is increasing volatility in commodity and energy prices, creating supply chain issues and causing
instability in financial markets. Sanctions imposed by the U.S. and other countries in response to such conflict, as well as the Israel/Hamas conflict and the
strained relationship between the U.S. and China, could further adversely impact the stability of financial markets. The specific consequences of the
conflicts in Ukraine and Israel/Hamas on our business is difficult to predict at this time, but in addition to inflationary pressures affecting our operations and
those of our clients and borrowers, we may also experience an increase in cyber-attacks against us, our clients and borrowers, service providers, and other
third parties.

There can be no assurance that further deterioration in markets and confidence in economic conditions will not occur. Our general business strategy may
be adversely affected by any such economic downturn or recession, volatile business environment, hostile third-party action, or continued unpredictable
and unstable market conditions. The effects of any economic downturn or recession could continue for many years after the downturn or recession is
considered to have ended.

Recent negative developments affecting the banking industry, and resulting media coverage, have eroded client confidence in
the banking system.

The closures of Silicon Valley Bank and Signature Bank in March 2023 and First Republic Bank in May 2023, negative media attention surrounding these
events, and concerns about future events have generated significant market volatility among publicly traded bank holding companies and, in particular,
regional banks like Synovus. These market developments have negatively impacted client confidence in the safety and soundness of regional banks. As
a result, some clients have chosen, and may continue to choose, to maintain deposits with larger financial institutions or invest in higher yielding short-term
fixed income securities, all of which could materially adversely impact the Company's liquidity, loan funding capacity, net interest margin, capital, and
results of operations. While the Treasury, the Federal Reserve, and the FDIC took action to ensure that depositors of these failed banks had access to their
deposits, including uninsured deposit accounts, there is no guarantee that such actions will be successful in restoring client confidence in regional banks
and the banking system more broadly.

We also anticipate increased regulatory scrutiny – in the course of routine examinations and otherwise – and new regulations directed towards banks of
similar size to Synovus Bank, designed to address the recent negative developments in the banking industry, all of which may increase our costs of doing
business and reduce our profitability. Among other things, there may be an increased focus by both regulators and investors on deposit composition, the
level of uninsured deposits, the level of unrealized losses in either available-for-sale or held-to-maturity securities portfolios, contingent liquidity, CRE loan
composition and concentration, capital position, and general oversight and internal control structures regarding the foregoing. This could impact our ability
to achieve our strategic objectives and may result in changes to our balance sheet position which could, in turn, negatively impact our profitability.

There may be risks resulting from the extensive use of models in our business.

Synovus relies on quantitative models to measure risks, estimate certain financial values, and inform certain business decisions. Models may be used in
such processes as determining the pricing of various products, grading and underwriting loans, measuring interest rate and other market risks, predicting
or estimating losses, assessing capital adequacy, developing strategic initiatives, calculating regulatory capital levels, and estimating the value of financial
instruments and balance sheet items.

Models generally predict or infer certain financial outcomes, leveraging historical data and assumptions as to the future, often with respect to
macroeconomic conditions. Development and implementation of some of these models requires us to make difficult, subjective, and complex judgments.
Poorly designed, implemented, or incorrectly used models present the risk that certain Synovus business decisions may be adversely affected by

22

SYNOVUS FINANCIAL CORP. - Form 10-K

Part I
ITEM 1A. RISK FACTORS

inappropriate model output. In addition, information we provide to the public or to our regulators based on poorly designed, implemented, or incorrectly
used models could be misleading or inaccurate. Certain decisions that the regulators make, including those related to dividends to Synovus’ shareholders,
could be adversely affected due to the perception of insufficient model quality or incorrect model use.

ESG risks could adversely affect our reputation and shareholder, employee, client, and third-party relationships and may
negatively affect our stock price.

Our business faces increasing public scrutiny related to ESG activities. We risk damage to our brand and reputation if we fail to act responsibly or are
perceived to act too aggressively in a number of areas, such as DEI, environmental stewardship, including with respect to climate change, human capital
management, support for our local communities, corporate governance, and transparency, or fail to consider ESG factors in our business operations.

Furthermore, as a result of our diverse base of clients and business partners, we may face potential negative publicity based on the identity of our clients
or business partners and the public’s (or certain segments of the public’s) view of those entities. Such publicity may arise from traditional media sources
or from social media and may increase rapidly in size and scope. If our client or business partner relationships were to become intertwined in such negative
publicity, our ability to attract and retain clients, business partners, and employees may be negatively impacted, and our stock price may also be negatively
impacted. Additionally, we may face pressure to not do business in certain industries that are viewed as harmful to the environment or are otherwise
negatively perceived, which could impact our growth.

Additionally, some investors and shareholder advocates are placing ever increasing emphasis on how corporations address ESG issues in their business
strategy when making investment decisions and when developing their investment theses and proxy recommendations. We may incur meaningful costs
with respect to our ESG efforts and if such efforts are negatively perceived, our reputation and stock price may suffer.

Climate change could adversely affect our business, affect client activity levels, and damage our reputation.

Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those
impacts. Consumers and businesses are also changing their behavior and business preferences as a result of these concerns. New governmental
regulations or guidance relating to climate change, as well as changes in consumers' and businesses' behaviors and business preferences, may affect
whether and on what terms and conditions we will engage in certain activities or offer certain products or services. The governmental and supervisory focus
on climate change could also result in our becoming subject to new or heightened regulatory requirements, such as requirements relating to operational
resiliency or stress testing for various climate stress scenarios. Any such new or heightened requirements could result in increased regulatory, compliance
or other costs, or higher capital requirements. In connection with the transition to a low carbon economy, legislative or public policy changes, and changes
in consumer sentiment could negatively impact the businesses and financial condition of our clients, which may decrease revenues from those clients and
increase the credit risk associated with loans and other credit exposures to those clients. Our business, reputation, and ability to attract and retain
employees may also be harmed if our response to climate change is perceived to be ineffective or insufficient.

Furthermore, the long-term impacts of climate change may have a negative impact on our clients and their business. Physical risks include extreme storms
that damage or destroy property and inventory securing loans we make, or may interrupt our clients' business operations, putting them in financial difficulty,
and increasing the risk of default. Our clients are also facing changes in energy and commodity prices driven by climate change, as well as new regulatory
requirements resulting in increased operational costs.

As climate risk is interconnected with all key risk types, we continue to embed climate risk considerations into our risk management strategies. Due to the
level of uncertainty around climate change, our risk management strategies may not be effective in fully mitigating climate risk exposure.

Our concentrated operations in the Southeastern U.S. make us vulnerable to local economic conditions, local weather
catastrophes, public health issues, and other external events, which could adversely affect our results of operations and
financial condition.

Our operations are concentrated in the Southeastern U.S. in the states of Alabama, Florida, Georgia, South Carolina, and Tennessee. As a result, local
economic conditions significantly affect the demand for loans and other products we offer to our clients (including real estate, commercial, and
construction loans), the ability of borrowers to repay these loans, and the value of the collateral securing these loans. Economic downturns in these regions
could adversely affect our currently performing loans, leading to future delinquencies or defaults and increases in our provision for credit losses.

In addition, the occurrence of events such as hurricanes, tropical storms, tornados, winter storms, flooding, and other large-scale weather catastrophes
in and along the Gulf and the Atlantic coasts, as well as other parts of the Southeastern U.S., and further public health issues, such as pandemics or other
widespread health emergencies, could adversely affect the condition of collateral associated with our loan portfolio, our general financial condition, or the
results of our operations. Such areas could be adversely impacted by such events in those regions, the nature and severity of which are difficult to predict.
Furthermore, climate change could increase the frequency and severity of these risks. These and other unpredictable external events could have an
adverse effect on us in that such events could materially disrupt our operations or the ability or willingness of its clients to access the financial services
offered by Synovus. These events could reduce our earnings and cause volatility in our financial results for any fiscal quarter or year and have a material
adverse effect on our financial condition and/or results of operations.

SYNOVUS FINANCIAL CORP. - Form 10-K

23

Part I
ITEM 1B. UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS

NONE.

ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management and Strategy

Cybersecurity is a critical component of Synovus’ business and the advancement of our strategies, including our growth initiatives. As a financial institution,
we face a multitude of cybersecurity threats that range from attacks common to most industries, such as ransomware and denial-of-service, to attacks
from more advanced and persistent, highly organized adversaries that target the financial services industry specifically. Our clients, vendors, and partners
face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these stakeholders could materially adversely affect our operations,
performance, and results of operations. As such, we maintain a cyber risk management program designed to identify, assess, manage, mitigate, and
respond to these cybersecurity threats and risks. Our program is fully integrated within the Company’s enterprise risk management system and addresses
both the corporate information technology environment and client-facing products and services.

We believe each of Synovus’ employees has a role in the Company’s cybersecurity defenses. Employees at various levels and in various lines of business
and support functions participate in training programs on cybersecurity and social engineering to mitigate risk, including required annual training, quarterly
training on critical topics, and bimonthly security awareness communications. We conduct exercises to test their effectiveness on a monthly basis.

We employ a formal risk management process for the identification, assessment, monitoring, acceptance, communication, consultation, and review of
cyber-related risks which is designed in accordance with industry practices and standards for cybersecurity and information technology, including the
National Institute of Standards and Technology Cybersecurity Framework and International Organization Standard 27005. The Company's information
security standards are externally audited on an annual basis against the System and Organizational Controls (SOC) and compliance with Payment Card
Industry Data Security Standard (PCI DSS). Our program is reviewed on a periodic basis against the Federal Financial Institutions Examination Council's
(FFIEC) Cybersecurity Assessment Tool and the National Institute of Standards and Technology Cybersecurity Framework in order to measure our
cybersecurity preparedness, evaluate whether our cybersecurity preparedness is aligned with risks, determine potential areas of improvement or
enhancement for the Company's risk management practices and controls, and inform our risk management strategies.

Our information security program employs a wide variety of technologies that are intended to secure our operations and proprietary information. We have
a Business Continuity/Disaster Recovery program in place, which is updated and tested on a regular basis, focused on protecting our networks, systems,
data, and facilities from attacks or unauthorized access. We maintain an Incident Response program which describes Synovus' processes, procedures,
and responsibilities for responding to cybersecurity incidents. This program is tested regularly through tabletop exercises, including through independent
third-party review and assessments at least annually. Each exercise results in lessons learned and subsequent improvements to the Incident Response
program. In addition, we have a dedicated Cybersecurity Fusion Center for monitoring and responding to cyber events in real-time.

We also continue to invest in developing and enhancing our security processes and controls and in maintaining our technology infrastructure. These
programs provide for an intentional and deliberate plan for notifying, informing, consulting, analyzing, and communicating any risks or incidents as
necessary and appropriate under the circumstances to various internal stakeholders (such as executive management and the Board) and external
stakeholders (such as our regulators, impacted individuals, and the investment community) as necessary and appropriate.

Cyber advisors are a key part of Synovus’ cybersecurity infrastructure, and we partner with leading cybersecurity companies and organizations to leverage
third-party technology and expertise as appropriate. We engage and retain independent third-parties to review and assess our information security
program on a regular basis and to perform annual penetration tests against our network. We maintain computer forensics, legal, and security firms on
retainer in case of a cyber security incident. In addition, we are members of financial sector organizations, including the Financial Services Information
Sharing and Analysis Center (FS-ISAC), which facilitates the sharing of cyber and physical threat, vulnerability, and incident information for the good of the
membership and for improvement in industry best practices. We also perform comprehensive cybersecurity due diligence and ongoing oversight of
third-party relationships, including vendors, and require third-party service providers with access to personal, confidential, or proprietary information to
implement and maintain comprehensive cybersecurity practices consistent with applicable legal standards and industry best practices.

Synovus’ business depends on the availability, reliability, confidentiality, and security of our information systems, networks, and data. Any disruption,
compromise, or breach of our systems or data due to a cybersecurity incident or threat could have a material adverse effect on our business strategy,
financial condition, or results of operation. While the Company has experienced, and will continue to experience, cyber incidents in the normal course of
business, to date, the Company has not experienced a cybersecurity incident that has materially impacted our business strategy, financial condition, or
results of operation. Despite our efforts to continually enhance our cybersecurity program, there can be no assurance that our cybersecurity risk
management processes and measures described will be fully implemented, complied with, or effective in protecting our systems and information. We face
risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect our business strategy, financial condition, or results of
operation. See ‘‘Part I - Item 1A. Risk Factors – Operational Risk’’ of this Report.

24

SYNOVUS FINANCIAL CORP. - Form 10-K

Part I
ITEM 1C. CYBERSECURITY

Cybersecurity Governance

Synovus’ Chief Information Security Officer (‘‘CISO’’), reports to Synovus’ Executive Vice President, Technology, Security, and Operations and is the head
of Synovus’ cybersecurity team. The CISO is responsible for assessing and managing Synovus’ cyber risk management program and strategy, informing
executive management regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents, and supervising such enterprise-wide
efforts. Synovus’ current CISO has extensive information technology and program management experience with over 25 years of corporate information
security experience. The CISO leads a cybersecurity team with decades of experience selecting, deploying, and operating cybersecurity technologies,
initiatives, and processes and relies on threat intelligence as well as other information obtained from governmental, public, and private sources, including
external consultants retained by Synovus.

Our Board is actively engaged in the oversight of Synovus’ information security risk management and cybersecurity programs and has delegated primary
oversight of cybersecurity to our Risk Committee. The Risk Committee receives quarterly updates from the Company’s CISO on the Company’s
information security and cyber risk strategy, cyber defense initiatives, cyber event preparedness, and cybersecurity risk assessments. As a part of these
quarterly updates, the CISO updates the Risk Committee on the development of any new or emerging cyber risks or threats and the appropriate mitigation
actions. In addition, the Risk Committee annually approves the Company’s information security program as part of its oversight of information risk, aligning
our cyber risk exposure with our strategic objectives.

The CISO also reports to the full Board on the Company’s information security program at least annually, facilitates Board tabletop exercises on
cybersecurity, discusses any changes in the Company’s cyber risk profile, and provides Board training on a periodic basis with third-party cybersecurity
experts. Moreover, consistent with our Incident Response plan, the Risk Committee and the Board are to be apprised of significant cybersecurity incidents.

ITEM 2.

PROPERTIES

We and our subsidiaries own or lease all of the real property and/or buildings in which we operate our business. We believe that our properties are suitable
for the purposes of our operations.

As of December 31, 2023, we and our subsidiaries owned 150 facilities encompassing 1,437,366 square feet and leased from third parties 116 facilities
encompassing 1,177,132 square feet. The owned and leased facilities are primarily comprised of office space from which we conduct our business in our
headquarters in Columbus, Georgia and throughout our footprint.

See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 4 - Premises, Equipment and Software’’ of this Report for further information.

ITEM 3.

LEGAL PROCEEDINGS

See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 14 - Commitments and Contingencies’’ of this Report.

ITEM 4. MINE SAFETY DISCLOSURES

NOT APPLICABLE.

SYNOVUS FINANCIAL CORP. - Form 10-K

25

Part II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER
REPURCHASES OF EQUITY SECURITIES

Shares of our common stock are traded on the NYSE under the symbol ‘‘SNV.’’

As of February 20, 2024, there were 146,399,324 shares of Synovus common stock issued and outstanding and 9,369 shareholders of record of Synovus
common stock, some of which are holders in nominee name for the benefit of a number of different shareholders.

Subject to the approval of the Board of Directors and applicable regulatory requirements, Synovus expects to continue its policy of paying regular cash
dividends on a quarterly basis. A discussion of certain limitations on the ability of Synovus Bank to pay dividends to Synovus and the ability of Synovus to
pay dividends on its common stock is set forth in ‘‘Part I - Item 1. Business - Supervision, Regulation, and Other Factors - Payment of Dividends’’ of this
Report.

Stock Performance Graph

The following graph compares the yearly percentage change in cumulative shareholder return on Synovus stock with the cumulative total return of the
Standard & Poor's 500 Index and the KBW Regional Bank Index for the last five fiscal years (assuming a $100 investment on December 31, 2018 and
reinvestment of all dividends).

Comparison of Five-Year Cumulative Total Return

250

200

$
n

I

150

100

50

12/2018

12/2019

Synovus

12/2020

12/2021

12/2022

12/2023

Standard & Poor's 500 Index

KBW Regional Bank Index

Table 2 - Stock Performance

Synovus

Standard & Poor's 500 Index

KBW Regional Bank Index

2018

2019

2020

2021

2022

2023

$

100.00 $

126.63 $

111.61 $

169.89 $

137.82 $

145.09

100.00

100.00

131.47

123.87

155.65

113.11

200.29

154.57

163.98

143.87

207.04

143.30

26

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF
EQUITY SECURITIES

Issuer Purchases of Equity Securities

The Company announced on January 18, 2023 that its Board of Directors authorized share repurchases of up to $300 million in 2023. Synovus did not
complete any repurchases during the three months ended December 31, 2023.

The Company announced on January 18, 2024 that its Board of Directors authorized share repurchases of up to $300 million of common stock and
$50 million of preferred stock in 2024. Subsequent to year-end, through February 20, 2024, Synovus repurchased $29.9 million, or 800 thousand shares,
of common stock via open market transactions.

ITEM 6.

RESERVED

SYNOVUS FINANCIAL CORP. - Form 10-K

27

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Executive Summary

The following financial review provides a discussion of Synovus' financial condition, changes in financial condition, and results of operations as well as a
summary of Synovus' critical accounting policies. This section should be read in conjunction with the audited consolidated financial statements and
accompanying notes included in ‘‘Part II - Item 8. Financial Statements and Supplementary Data’’ of this Report.

Economic Environment and Recent Events

Many of the key economic drivers of 2022 – inflation, economic uncertainty, geopolitical pressures, and changes in monetary policy, among others –
continued in 2023, with the added challenges resulting from the bank failures in the first half of the year and the resulting and pervasive pressures on and
volatility in the banking industry as a whole.

Inflation remained a key economic concern in 2023, prompting the Federal Reserve to continue to tighten monetary policy by continuing to raise market
interest rates by 100 bps in 2023. While interest rate cuts are now expected in 2024 as indicated by market forward interest rates, the specific timing of
these cuts is uncertain as FOMC policy rate decisions are highly dependent on the level of inflation and strength of the labor market.

Outside of inflation, the economic uncertainty and market disruptions of 2023 remain in 2024, including geopolitical tensions from conflict in the Middle
East, Russia’s prolonged war in Ukraine, and the strained relationship between the U.S. and China. Moreover, 2024 is an election year, and there are
specific risks and uncertainties related to the election and any change in administration that could impact the economy and fiscal and regulatory policy by
varying degrees. Multiple mixed signals make navigating the way ahead difficult as evidenced by the volatility in capital markets, variance in interpretation
of the Fed's messaging, and wide ranges of multiple economic outlooks.

U.S. fiscal policy has been expansionary in recent years, leaving a significant federal deficit which will most likely continue to grow, exacerbated in the near
term by the election cycle. The Inflation Reduction Act, signed into law in August 2022, raised federal revenue by imposing an alternative corporate
minimum tax if certain thresholds are met and a non-deductible excise tax on corporate share repurchases.

The regional bank failures in March and May of 2023 and the subsequent response by both the banking industry and the Federal Reserve served to mitigate
the risks of such failures becoming more systemic. However, the residual impacts on the banking industry and the broader economic environment remain
uncertain and have generally presented a more challenging outlook for the banking industry and for Synovus. These bank failures resulted in a FDIC special
assessment, increased regulatory scrutiny, expectations for future regulatory changes, and continued pressure on deposits and liquidity.

Despite the headwinds discussed above, we believe our presence in strong Southeastern U.S. growth markets positions Synovus to execute on our 2024
guidance outlined below by making prudent decisions around business mix, balance sheet optimization, and operating expenses, all of which will support
enhanced financial performance and a return to growth as we proceed through 2024.

Overview of 2023 Financial Results

Net income available to common shareholders for 2023 was $507.8 million, or $3.46 per diluted common share, compared to $724.7 million, or $4.95 per
diluted common share, in 2022. The year-over-year comparison was impacted by the strategic repositioning of the investment securities portfolio which
resulted in realized net losses of $77.7 million and increased non-interest expense from a $51.0 million accrual for the FDIC special assessment, a
$50.1 million loss related to strategic loan sales of medical office buildings loans and third-party consumer loans, and $18.4 million in restructuring charges
for one-time benefits associated with a voluntary early retirement program. Provision for credit losses was $189.1 million in 2023 compared to $84.6 million
in 2022, with the increase primarily attributable to increased net charge-offs, downward risk grade migration, and continued economic uncertainty.

Net interest income for 2023 was $1.82 billion, up $19.8 million, or 1%, from $1.80 billion in 2022. The net interest margin was 3.21% for 2023 compared
to 3.32% in 2022, as the asset side of our consolidated balance sheets continued to benefit from higher interest rates, but the increase in funding costs,
combined with remixing within core deposits, resulted in margin compression.

Non-interest revenue for the year ended December 31, 2023 was $404.0 million, down $5.3 million, or 1%, compared to the year ended December 31,
2022 and was negatively impacted by losses of $77.7 million that resulted from the aforementioned strategic repositioning of the investment securities
portfolio. Excluding the losses from sales of investment securities, the primary drivers of the increase in non-interest revenue included $16.4 million higher
brokerage revenue, a $13.1 million one-time benefit from the recovery of a non-performing asset related to the Qualpay investment, $11.7 million in
transaction fees related to a third-party lending relationship, and $10.5 million higher card fees. See ‘‘Part II - Item 8. Financial Statements and
Supplementary Data - Note 1 - Summary of Significant Accounting Policies and Note 14 - Commitments and Contingencies’’ for further discussion
on Qualpay.

Non-interest expense for the year ended December 31, 2023 was $1.34 billion, an increase of $177.9 million, or 15%, compared to the year ended
December 31, 2022. Non-interest expense in 2023 was elevated due to an industry-wide increase in FDIC expense which impacted Synovus by
$65.7 million, including a $51.0 million special assessment, and a $50.1 million loss related to strategic sales of medical office buildings loans and
third-party consumer loans. In addition, restructuring charges of $18.4 million were recorded for one-time benefits associated with a voluntary early
retirement program offered to certain qualified employees in 2023 while 2022 benefited from a $9.7 million reversal of restructuring charges.

28

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

At December 31, 2023, total loans, net of deferred fees and costs of $43.40 billion, declined $311.9 million, or 1%, from December 31, 2022. Growth in
C&I loans has been diversified but somewhat offset by a strategic decline in non-relationship credits. The decline in CRE loans was impacted by the
$1.17 billion medical office buildings loans sale; excluding that strategic sale, CRE growth was driven by draws on existing commitments and lower levels
of paydown and payoff activity. The decline in consumer loans resulted primarily from continued strategic run-off of the third-party lending portfolio,
including the sale of $421.7 million of third-party consumer loans.

Credit quality metrics migrated from historically low levels with the NPA and NPL ratios both at 0.66% and total past dues at 0.14%, as a percentage of
total loans at December 31, 2023. Net charge-offs for 2023 of $153.3 million, or 0.35%, of average loans, were largely impacted by $31.3 million in net
charge-offs from strategic loan sales and exposure to a nationally syndicated C&I credit that resulted in a $23.3 million net charge-off. Excluding the
strategic loan sales, the net charge-off ratio for 2023 was 0.28% of average loans. The ACL of $536.6 million increased $35.7 million compared to
December 31, 2022, primarily from downward risk grade migration, an increase in reserves on individually evaluated loans, and the continuation of an
uncertain economic environment. The ACL to loans coverage ratio was 1.24% at December 31, 2023, 9 bps higher compared to December 31, 2022.

Total period-end deposits were $50.74 billion at December 31, 2023, up $1.87 billion, or 4%, compared to year-end 2022, while core deposits also
increased $1.12 billion, or 3%, in 2023. Fluctuations among core deposits categories were a function of the rate environment as well as declines driven
by the diminishment of excess funds created from COVID-related stimulus and included an increase in time deposits offset by decreases in
non-interest-bearing demand deposits and money market accounts. Brokered deposits increased $744.0 million, or 14%, in 2023 as a result of continued
proactive management of our balance sheet position. Average deposit costs for 2023 were 206 bps, up 168 bps, compared to 38 bps for 2022, primarily
due to the FOMC's rate hikes through the cycle.

Our CET1 ratio of 10.22% at December 31, 2023 is well in excess of regulatory requirements and increased 59 bps compared to December 31, 2022 as
our organic earnings and muted balance sheet growth supported capital accretion. On January 18, 2024, the Company announced that its Board of
Directors authorized share repurchases of up to $300 million of common stock and $50 million of preferred stock in 2024. Our 2024 capital plan anticipates
a stable common dividend and management of our the CET1 ratio within our targeted range of 10.0% to 10.5%.

More detail on Synovus' financial results for 2023 and 2022 can be found in subsequent sections of this Report and detailed information on Synovus'
financial results for 2021 can be found in ‘‘Part II Item 7. – Management's Discussion and Analysis of Financial Condition and Results of Operations’’ of
Synovus' 2021 Form 10-K.

2024 Outlook

Guidance for the full year 2024, compared to 2023, which incorporates our strategic objectives, and assumes stable economic conditions and a flat
interest rate environment includes:

• end of period loan growth of 0% to 3%

• end of period core deposit(1) growth of 2% to 6%

• adjusted revenue (decline)/growth(2)(3) of (3%) to 1%

• adjusted non-interest expense(2)(3) (decline)/growth of (5%) to (1%)

• CET1 ratio of 10.0% to 10.5%

• effective income tax rate of 21% to 22%

(1)

Excludes brokered deposits.

(2) See ‘‘Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures’’ of this Report for applicable reconciliation to GAAP

measure.

(3) Guidance based on the 2023 baseline: adjusted revenue baseline of $2.28 billion and adjusted non-interest expense of $1.26 billion.

SYNOVUS FINANCIAL CORP. - Form 10-K

29

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

A summary of Synovus’ financial performance for the years ended December 31, 2023 and 2022 is set forth in the table below.

Table 3 - Consolidated Financial Highlights

(dollars in thousands, except per share data)

Net interest income

Provision for (reversal of) credit losses

Non-interest revenue

Total TE revenue

Non-interest expense

Income before income taxes

Net income

Net income available to common shareholders

Net income per common share, basic

Net income per common share, diluted

Return on average common equity

Return on average assets

Efficiency ratio-TE

Loans, net of deferred fees and costs

Total average loans

Core deposits (excludes brokered deposits)

Total deposits

Total average deposits

Net interest margin
Dividend payout ratio(1)

Non-performing assets ratio

Non-performing loans ratio

Past due loans over 90 days (as a % of loans)

Net charge-off ratio

ACL to loans coverage ratio

CET1 capital ratio

Tier 1 risk-based capital ratio

Total risk-based capital ratio

Total shareholders’ equity to total assets ratio

(1) Determined by dividing cash dividends declared per common share by diluted net income per share.

nm - not meaningful

Critical Accounting Policies

Years Ended December 31,

2023

2022

Change

$ 1,816,655

$ 1,796,900

189,079

404,010

2,225,286

1,335,424

696,162

542,141

507,755

3.48

3.46

12.2%

0.90

60.01

84,553

409,336

2,210,163

1,157,506

964,177

757,902

724,739

4.99

4.95

17.4%

1.32

52.37

1%

124

(1)

1

15

(28)

(28)

(30)

(30)

(30)

(524) bps

(42)

764

As of and For The Years Ended December 31,

2023

2022

Change

$ 43,404,490

$ 43,716,353

(1)%

43,746,328

44,696,186

50,739,185

49,865,982

41,225,642

43,572,554

48,871,559

48,938,798

3.21%

43.93

0.66

0.66

0.01

0.35

1.24

3.32

27.49

0.33

0.29

0.01

0.13

1.15

6

3

4

2

(11) bps

nm

33

37

—

22

9

10.22%

9.63%

59 bps

11.28

13.07

8.56

10.68

12.54

7.49

60

53

107

The accounting and financial reporting policies of Synovus are in accordance with GAAP and conform to the accounting and reporting guidelines
prescribed by bank regulatory authorities. Synovus has identified certain of its accounting policies as ‘‘critical accounting policies,’’ consisting of those
related to the accounting for the allowance for credit losses and income taxes. In determining which accounting policies are critical in nature, Synovus has
identified the policies that require significant judgment or involve complex estimates. It is management's practice to discuss critical accounting policies with
the Board of Directors' Audit Committee on a periodic basis, including the development, selection, implementation, and disclosure of the critical
accounting policies. The application of these policies has a significant impact on Synovus’ consolidated financial statements. Synovus’ financial results
could differ significantly if different judgments or estimates are applied in the application of these policies.

Allowance for Credit Losses

The ACL is a critical accounting estimate that requires significant judgments and assumptions, which are inherently subjective. The use of different
estimates or assumptions could have a significant impact on the provision for credit losses, ACL, financial condition, and results of operations. The
economic and business climate in any given industry or market is difficult to gauge and can change rapidly, and the effects of those changes can vary by
borrower.

30

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In accordance with CECL, the ACL, which includes both the allowance for loan losses and the allowance for credit losses on unfunded loan commitments,
represents management's best estimate of expected losses over the life of loans adjusted for prepayments, and over the life of loan commitments
expected to fund. Synovus' loans and unfunded loan commitments are grouped based upon the nature of the loan type and the forecasted PD, adjusted
for relevant forecasted macroeconomic factors comprising multiple weighted scenarios representing different plausible outcomes, and LGD, to determine
the allowance for the majority of our portfolio. To the extent the estimated lives of the loans in the portfolio extend beyond the period for which a reasonable
and supportable forecast can be made (which is two years for Synovus), the Company reverts, on a straight-line basis back to the historical rates over a
one-year period. Life-of-loan loss percentages may also be adjusted, as necessary, for certain quantitative and qualitative factors that in management's
judgment are necessary to reflect losses expected in the portfolio. These adjustments address inherent limitations in the quantitative model. Loans that do
not share risk characteristics are individually evaluated on a loan-by-loan basis with specific reserves, if any, recorded as appropriate. Given the dynamic
relationship between macroeconomic variables within an economic forecast, it is difficult to estimate the impact of a change in any one individual variable
on the ACL. As a result, when formulating the quantitative estimate management uses a probability-weighted approach that incorporates a baseline
forecast, an upside scenario reflecting an accelerated recovery, a downside scenario that reflects adverse economic conditions, and a scenario that
assumes consistent slow growth that is less optimistic than the baseline.

To illustrate a hypothetical sensitivity analysis, management calculated an ACL using the upside and downside scenarios. Our quantitative CECL model
is most sensitive to the unemployment rate, which peaks near 7.7% in the downside scenario and 3.9% in the upside scenario. This is compared to the
multi-scenario forecast’s weighted average peak of around 4.7%. This downside scenario assumes a severe deterioration in economic conditions
compared to our baseline forecast, including low consumer confidence, a recession starting in the first quarter of 2024, and persistent inflation pressures
which cause the Fed to keep interest rates elevated. The upside scenario assumes a stronger economy compared to our baseline forecast, driven by
favorable business sentiment, consumer confidence and spending, and higher GDP.

Excluding the impact of qualitative considerations, using only the upside forecast scenario would result in an estimated $107.8 million decrease, while
using only the downside forecast scenario would result in an estimated increase of $186.1 million, compared to the reported ACL of $536.6 million at
December 31, 2023. Therefore, the resulting hypothetical range of estimates is between $428.8 million and $722.7 million.

The sensitivity analysis result does not represent management’s view of expected credit losses nor is it intended to estimate future changes in ACL levels
for reasons including, but not limited to, the following:

• management uses a weighted approach applied to multiple economic scenarios for its ACL estimation process;

• the impact of changes in economic variables are interrelated and nonlinear; therefore, the results of the analysis cannot be extrapolated to additional

changes in economic variables;

• subsequent changes in the mix of portfolio characteristics could materially impact results;

• potential future government or regulatory intervention could cause results to differ materially from historical relationships between the economic variables

and related credit metrics; and

• the sensitivity analysis does not account for any quantitative or qualitative adjustments incorporated by management as part of its overall ACL framework

to reflect losses expected in the portfolio.

See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies’’ and ‘‘Part II - Item 8. Financial
Statements and Supplementary Data - Note 3 - Loans and Allowance for Loan Losses’’ in this Report for additional details.

Income Taxes

The calculation of Synovus’ income tax provision is complex and requires the use of estimates and judgments in its determination. As part of Synovus’
overall business strategy, management must consider tax laws and regulations that apply to the specific facts and circumstances under consideration. As
such, the Company is often required to exercise significant judgment regarding the interpretation of these tax laws and regulations, in which Synovus'
anticipated and actual liability could significantly vary based upon the taxing authority’s interpretation. Specifically, significant estimates in accounting for
income taxes relate to the valuation of deferred tax assets and liabilities, estimates of the realizability of deferred tax assets, including income tax credits
and NOLs, and the need for a valuation allowance, the calculation of taxable income, the estimation of uncertain tax positions and the determination of
temporary differences between book and tax bases. Adjustments to these items may occur due to modifications in tax rates, newly enacted laws, issuance
of tax regulations, resolution of items with taxing authorities, alterations to interpretative statutory, judicial, and regulatory guidance that affects the
Company’s tax positions, changes in the Company's tax accounting methods or elections, or other facts and circumstances. Management closely
monitors tax developments and the potential timing of these changes in order to evaluate the effect they may have on the Company’s overall tax position
and the estimates and judgments used in determining the income tax provision and records adjustments as necessary. See ‘‘Part II - Item 8. Financial
Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies’’ and ‘‘Part II - Item 8. Financial Statements and
Supplementary Data - Note 16 - Income Taxes’’ in this Report for additional details.

SYNOVUS FINANCIAL CORP. - Form 10-K

31

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Investment Securities Available for Sale

The investment securities portfolio consists primarily of high-quality liquid debt securities classified as available for sale. The on-going investment
philosophy for the securities portfolio focuses on maintaining a readily accessible source of liquidity while also supporting the income and interest rate risk
management objectives of the Company. See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 2 - Investment Securities Available
for Sale’’ in this Report for additional information.

During the fourth quarter of 2023, as part of an overall strategic repositioning of the investment securities portfolio, Synovus sold at amortized cost
$1.30 billion of U.S. Treasury securities, U.S. Government agency securities, MBS issued by U.S. Government agencies, MBS issued by U.S. Government
sponsored enterprises, and Commercial MBS issued by U.S. Government agencies or sponsored enterprises, which resulted in realized net losses of
$77.7 million. Additionally, Synovus purchased $1.28 billion in principal of U.S. Treasury securities, U.S. Government agency securities, MBS issued by
U.S. Government agencies, MBS issued by U.S. Government sponsored enterprises, and Commercial MBS issued by U.S. Government agencies or
sponsored enterprises.

The average amortized cost of investment securities available for sale remained flat at $11.21 billion in both 2023 and 2022, representing 19.8% and
20.7%, respectively, of average interest earning assets. The portfolio earned a taxable-equivalent yield of 2.21% and 1.87% for 2023 and 2022,
respectively. As of December 31, 2023 and 2022, the estimated fair value of investment securities available for sale as a percentage of their amortized cost
was 88.3% and 85.8%, respectively, with net unrealized losses decreasing to $1.30 billion from $1.60 billion, respectively. The investment securities
portfolio had a weighted average duration of 5.2 years at December 31, 2023, compared to 5.3 years at December 31, 2022.

The calculation of weighted average yields for investment securities available for sale displayed below is based on the amortized cost with effective yields
also based upon contractual cash flows. Maturity information is presented based upon contractual maturity which may differ from actual maturity dates
as issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

Table 4 - Maturities and Weighted Average Yields of Investment Securities Available for Sale

(dollars in thousands)

Fair Value
U.S. Treasury securities
U.S. Government agency securities
Mortgage-backed securities issued by U.S.
Government agencies
Mortgage-backed securities issued by U.S.
Government sponsored enterprises
Collateralized mortgage obligations issued by U.S.
Government agencies or sponsored enterprises
Commercial mortgage-backed securities issued by U.S.
Government agencies or sponsored enterprises
Corporate debt securities and other debt securities

Within
One Year

1 to 5
Years

5 to 10
Years

More Than
10 Years

Total

December 31, 2023

$ 25,688
—

$ 143,641
28,940

$

428,300
—

$

—
—

$

597,629
28,940

—

—

—

63

—

49

3

925,598

925,664

10,341

6,420,038

6,430,379

10,220

577,326

587,595

67,822
—

544,620
8,672

582,238
—

15,103
—

1,209,783
8,672

Total

$ 93,510

$ 725,985

$ 1,031,102

$ 7,938,065

$ 9,788,662

Weighted Average Yield
U.S. Treasury securities
U.S. Government agency securities
Mortgage-backed securities issued by U.S.
Government agencies
Mortgage-backed securities issued by U.S.
Government sponsored enterprises
Collateralized mortgage obligations issued by U.S.
Government agencies or sponsored enterprises
Commercial mortgage-backed securities issued by U.S.
Government agencies or sponsored enterprises
Corporate debt securities and other debt securities

Total

5.16%
—

4.29%
3.66

4.19%
—

—%
—

4.26%
3.66

—

—

—

2.63
—

3.34%

2.95

—

5.69

4.49
5.81

3.48

2.14

4.11

4.02
—

3.36

2.16

4.66

2.62
—

3.36

2.16

4.65

4.13
5.81

4.43%

4.07%

2.48%

2.76%

32

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Loans

The following table shows loans by portfolio class and as a percentage of total loans, net of deferred fees and costs, as of December 31, 2023 and 2022.

Table 5 - Loans by Portfolio Class

(dollars in thousands)

Total Loans

%

Total Loans

%

December 31,

2023

2022

December 31, 2023 vs.
December 31, 2022
Change

Commercial, financial, and agricultural

$ 14,459,345

33.3% $ 13,874,416

31.8%

$

584,929

4%

Owner-occupied

Total commercial and industrial

Investment properties

1-4 family properties

Land and development

Total commercial real estate

Consumer mortgages

Home equity

Credit cards

Other consumer loans

Total consumer

8,139,148

22,598,493

11,363,304

598,502

354,952

12,316,758

5,411,723

1,807,399

194,141

1,075,976

18.7

52.0

26.2

1.4

0.8

28.4

12.5

4.2

0.4

2.5

8,192,240

22,066,656

11,644,047

616,933

389,333

12,650,313

5,214,443

1,757,038

203,612

1,824,291

18.7

50.5

26.6

1.4

0.9

28.9

11.9

4.0

0.5

4.2

8,489,239

19.6

8,999,384

20.6

(53,092)

531,837

(280,743)

(18,431)

(34,381)

(333,555)

197,280

50,361

(9,471)

(748,315)

(510,145)

(1)

2

(2)

(3)

(9)

(3)

4

3

(5)

(41)

(6)

Loans, net of deferred fees and costs

$ 43,404,490

100.0% $ 43,716,353

100.0% $ (311,863)

(1)%

At December 31, 2023, total loans, net of deferred fees and costs, of $43.40 billion, declined $311.9 million, or 1%, from December 31, 2022. Growth in
C&I loans has been diversified but somewhat offset by a strategic decline in non-relationship credits. The decline in CRE loans was impacted by the
$1.17 billion medical office buildings loans sale; excluding that strategic sale, CRE growth was driven by draws on existing commitments and lower levels
of paydown and payoff activity. The decline in consumer loans resulted primarily from continued strategic run-off of the third-party lending portfolio,
including the sale of $421.7 million of third-party consumer loans.

C&I loans remain the largest component of our loan portfolio, representing 52.0% of total loans, while CRE and consumer loans represent 28.4% and
19.6%, respectively. Our portfolio composition is guided by our strategic growth plan, in conjunction with a comprehensive concentration management
policy which sets limits for C&I, CRE, and consumer loan levels as well as sub-categories therein.

Commercial Loans

Total commercial loans (which are comprised of C&I and CRE loans) at December 31, 2023 were $34.92 billion, or 80.4%, of the total loan portfolio,
compared to $34.72 billion, or 79.4% at December 31, 2022.

Commercial and Industrial Loans

The C&I loan portfolio represents the largest category of Synovus' loan portfolio and is primarily comprised of general middle market and commercial
banking clients across a diverse set of industries as well as certain specialized lending verticals. The following table shows the composition of the C&I loan
portfolio aggregated by NAICS code. In accordance with Synovus' lending policy, each loan undergoes a detailed underwriting process which
incorporates uniform underwriting standards and oversight in proportion to the size and complexity of the lending relationship. As of December 31, 2023,
94.8% of Synovus' C&I loans are secured by real estate, business equipment, inventory, and other types of collateral compared to 94.4% as of
December 31, 2022. C&I loans grew $531.8 million, or 2%, from December 31, 2022, primarily from diverse growth across industries and business lines,
led by CIB, middle market, and specialty finance, with growth also impacted by a strategic decline in non-relationship credits.

SYNOVUS FINANCIAL CORP. - Form 10-K

33

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Table 6 - Commercial and Industrial Loans by Industry

(dollars in thousands)

Health care and social assistance

Finance and insurance

Accommodation and food services

Manufacturing

Lessors of real estate

Wholesale trade

Retail trade

Construction

Transportation and warehousing

Professional, scientific, and technical services

Other services

Real estate and rental and leasing other

Arts, entertainment, and recreation

Public administration

Other industries

Educational services

Administration, support, waste management, and remediation

Agriculture, forestry, fishing, and hunting

Information

Total C&I loans

(1)

Loan balance in each category expressed as a percentage of total C&I loans.

(2) Comprised of NAICS industries that are less than 1% of total C&I loans.

December 31, 2023

December 31, 2022

NAICS Code

Amount

%(1)

Amount

%(1)

62

52

72

31-33

5311

42

44-45

23

48-49

54

81

53

71

92

(2)

61

56

11

51

$ 4,742,370

21.0% $ 4,815,229

21.8%

4,429,716

19.6

3,726,279

16.9

1,455,283

1,369,012

1,250,031

1,129,905

1,111,225

1,041,783

937,368

890,119

876,233

785,811

585,097

487,089

454,541

415,885

255,228

221,079

160,718

6.4

6.1

5.5

5.0

4.9

4.6

4.2

3.9

3.9

3.5

2.6

2.2

2.0

1.8

1.1

1.0

0.7

1,377,738

1,465,395

1,245,513

1,221,046

1,074,100

1,112,135

892,479

944,939

929,777

788,457

476,534

487,583

353,492

420,343

253,459

250,216

231,942

6.2

6.6

5.6

5.5

4.9

5.0

4.0

4.3

4.2

3.6

2.2

2.2

1.7

1.9

1.2

1.1

1.1

$ 22,598,493

100.0% $ 22,066,656

100.0%

At December 31, 2023, $14.46 billion of C&I loans, or 33.3% of the total loan portfolio, represented loans for the purpose of financing commercial, financial,
and agricultural business activities. The primary source of repayment on these loans is revenue generated from products or services offered by the
business or organization. The secondary source of repayment is the collateral, which consists primarily of equipment, inventory, accounts receivable, time
deposits, cash surrender value of life insurance, and other business assets.

At December 31, 2023, $8.14 billion of C&I loans, or 18.7% of the total
loan portfolio, represented loans originated for the purpose of financing
owner-occupied properties. The financing of owner-occupied facilities is considered a C&I loan even though there is improved real estate as collateral such
as senior housing facilities. This treatment is a result of the credit decision process, which focuses on cash flow from operations of the business to repay
the debt. The secondary source of repayment on these loans is the underlying real estate. These loans are predominately secured by owner-occupied and
other real estate, and to a lesser extent, other types of collateral.

Commercial Real Estate Loans

CRE loans primarily consist of income-producing investment properties loans. Additionally, CRE loans include 1-4 family properties loans as well as land
and development loans. In accordance with our lending policy, each loan undergoes a detailed underwriting process which incorporates uniform
underwriting standards and oversight relative to the type of property, as well as the size and complexity of the deal. Total CRE loans of $12.32 billion
decreased $333.6 million, or 3%, from December 31, 2022 primarily as a result of the $1.17 billion medical office buildings loans sale. Excluding that
strategic sale, CRE growth was primarily a function of draws on existing commitments and lower levels of paydown and payoff activity.

Investment Properties Loans

Investment properties loans consist of construction and mortgage loans for income-producing properties and are primarily made to finance multi-family
properties, office buildings, hotels, shopping centers, warehouses and other commercial development properties. Total investment properties loans as of
December 31, 2023 were $11.36 billion, or 92.3% of the CRE loan portfolio, and 26.2% of the total loan portfolio, down $280.7 million, or 2%, compared
to $11.64 billion, or 92.0% of the CRE loan portfolio, and 26.6% of the total loan portfolio at December 31, 2022, primarily due to the aforementioned
medical office buildings loans sale. Excluding the strategic sale, growth was mostly in the multi-family category and arose largely from draws related to
existing commitments.

34

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table shows the principal categories of the investment properties loan portfolio at December 31, 2023 and 2022.

Table 7 - Investment Properties Loan Portfolio

(dollars in thousands)

Multi-family
Office buildings(3)

Hotels

Shopping centers

Warehouses

Other investment property

December 31,

2023

2022

Amount

$ 4,098,188

1,891,587

1,803,102

1,319,049

854,475

1,396,903

Weighted
Average
LTV %(2)

Amount

53.6%

$ 3,134,571

58.1

58.0

55.0

54.3

59.3

3,011,911

1,708,194

1,403,928

1,035,152

1,350,291

%(1)

36.1%

16.6

15.9

11.6

7.5

12.3

Weighted
Average
LTV %(2)

54.1%

53.3

56.2

52.0

56.4

56.0

%(1)

26.9%

25.9

14.7

12.0

8.9

11.6

Total investment properties loans

$ 11,363,304

100.0%

$ 11,644,047

100.0%

Loan balance in each category expressed as a percentage of total investment properties loans.

LTV calculated by dividing most recent appraisal (typically at origination) on non-construction component of portfolio by the respective December 31, 2023 and December 31, 2022 commitment
amount and senior lien.

(1)

(2)

(3) Office buildings included medical office buildings of $424.8 million, or 3.7% of total investment properties loans, at December 31, 2023 and $1.56 billion, or 13.4% of total investment properties

loans, at December 31, 2022.

1-4 Family Properties Loans

1-4 family properties loans include construction loans to home builders and commercial mortgage loans related to 1-4 family rental properties and are
almost always secured by the underlying property being financed by such loans. These properties are primarily located in the markets served by Synovus.
At December 31, 2023, 1-4 family properties loans totaled $598.5 million, or 4.9% of the CRE loan portfolio, and decreased slightly from December 31,
2022.

Land and Development Loans

Land and development loans include commercial and residential development as well as land acquisition loans and are secured by land held for future
development, typically in excess of one year. Properties securing these loans are substantially within markets served by Synovus, and loan terms generally
include personal guarantees from the principals. Loans in this portfolio are underwritten based on the LTV of the collateral and the capacity of the
guarantor(s). Land and development loans of $355.0 million at December 31, 2023 declined marginally from December 31, 2022.

Consumer Loans

The consumer loan portfolio consists of a wide variety of loan products offered through Synovus' banking network including first and second residential
mortgages, home equity, and consumer credit card loans, as well as both secured and unsecured loans from third-party lending. As of December 31, 2023
and 2022, weighted average FICO scores within the residential real estate portfolio based on committed balances were 796 and 793 for home equity and
783 and 780 for consumer mortgages, respectively.

Consumer loans at December 31, 2023 of $8.49 billion decreased $510.1 million, or 6%, compared to December 31, 2022. Mortgage loans increased
$197.3 million from December 31, 2022 despite lower production, largely due to slower prepayments and refinances as a result of elevated mortgage
interest rates. Other consumer loans decreased $748.3 million from December 31, 2022 largely due to the sale of $421.7 million of third-party consumer
loans in addition to the continued strategic run-off of the third-party lending portfolio.

SYNOVUS FINANCIAL CORP. - Form 10-K

35

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The table below shows the maturities of loans, net of deferred fees and costs, as of December 31, 2023. Also provided are the amounts due after one year,
classified according to the sensitivity in interest rates. Actual repayments of loans may differ from the contractual maturities reflected therein because
borrowers have the right to prepay obligations with and without prepayment penalties. Additionally, the refinancing of such loans or the potential
delinquency of such loans could create differences between the contractual maturities and the actual repayment of such loans.

Table 8 - Loan Maturities and Interest Rate Sensitivity

December 31, 2023

$

(in thousands)

Commercial, financial, and agricultural
Owner-occupied

Total commercial and industrial

Investment properties
1-4 family properties
Land and development

Total commercial real estate

Consumer mortgages
Home equity
Credit cards
Other consumer loans
Total consumer

Loans, net of deferred fees and costs

$

One Year Or
Less
2,661,990
1,723,946
4,385,936
2,485,549
191,936
186,614
2,864,099
108,555
37,505
194,141
72,446
412,647
7,662,682

Loans due after one year:
Commercial, financial, and agricultural
Owner-occupied

Total commercial and industrial

Investment properties
1-4 family properties
Land and development

Total commercial real estate

Consumer mortgages
Home equity
Other consumer loans
Total consumer
Loans, net of deferred fees and costs

Deposits

$

Over One Year
Through Five
Years
8,748,365
4,232,358
12,980,723
7,462,682
336,250
159,693
7,958,625
39,938
157,804
—
405,717
603,459
21,542,807

$

$

Over Five
Years Through
Fifteen Years
2,634,066
2,154,465
4,788,531
1,409,938
64,040
8,571
1,482,549
433,158
86,634
—
487,250
1,007,042
7,278,122

$

Over Fifteen
Years
414,924
28,379
443,303
5,135
6,276
74
11,485
4,830,072
1,525,456
—
110,563
6,466,091
6,920,879

$

$

$

Fixed Interest
Rate
2,201,096
3,132,018
5,333,114
2,758,405
309,058
75,650
3,143,113
4,502,175
478,576
634,037
5,614,788
$ 14,091,015

$

Floating or
Adjustable
Interest Rate
9,596,259
3,283,184
12,879,443
6,119,350
97,508
92,688
6,309,546
800,993
1,291,318
369,493
2,461,804
$ 21,650,793

Total
$ 14,459,345
8,139,148
22,598,493
11,363,304
598,502
354,952
12,316,758
5,411,723
1,807,399
194,141
1,075,976
8,489,239
$ 43,404,490

Total
11,797,355
6,415,202
18,212,557
8,877,755
406,566
168,338
9,452,659
5,303,168
1,769,894
1,003,530
8,076,592
35,741,808

$

$

Deposits continue to provide the most significant funding source for interest earning assets. The following table shows the composition of period-end
deposits as of December 31, 2023 and 2022. See Table 12 - Average Balances, Interest, and Yields/Rates in this Report for information on average
deposits including average rates paid in 2023, 2022, and 2021.

Table 9 - Composition of Period-end Deposits

(dollars in thousands)
Non-interest-bearing demand deposits(2)
Interest-bearing demand deposits(2)
Money market accounts(2)
Savings deposits(2)
Public funds
Time deposits(2)
Brokered deposits
Total deposits
Core deposits(3)

(1) Deposits balance in each category expressed as percentage of total deposits.

(2)

Excluding any public funds or brokered deposits.

(3) Core deposits exclude brokered deposits.

36

SYNOVUS FINANCIAL CORP. - Form 10-K

December 31, 2023

December 31, 2022

Amount
$ 11,801,194
6,540,977
10,819,709
1,062,619
7,349,505
7,122,182
6,042,999
$ 50,739,185
$ 44,696,186

%(1)
Amount
23.3% $ 14,574,451
5,761,355
12.9
12,480,709
21.3
1,396,431
2.1
6,635,552
14.5
2,724,056
14.0
5,299,005
11.9
100.0% $ 48,871,559
88.1% $ 43,572,554

%(1)
29.8%
11.8
25.5
2.9
13.6
5.6
10.8
100.0%
89.2%

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Total period-end deposits were $50.74 billion at December 31, 2023, up $1.87 billion, or 4%, compared to December 31, 2022, while core deposits also
increased $1.12 billion, or 3%, in 2023. Fluctuations among core deposits categories were a function of the rate environment and included an increase in
time deposits offset by decreases in non-interest-bearing demand deposits and money market accounts. Deployment of excess cash created from
COVID-related stimulus was also a factor in the decrease in non-interest-bearing demand deposits, but the pace of decline slowed in the second half of
2023 relative to outflows experienced in the first half of 2023. Brokered deposits increased $744.0 million, or 14%, in 2023 as a result of continued
proactive management of our balance sheet position.

Total deposits on an average basis were $49.87 billion, up $927.2 million, or 2%, compared to the prior year as average core deposits of $43.76 billion
declined $1.53 billion, or 3%, in 2023, largely due to pressures from the rate environment and client deployment of excess funds. Average brokered
deposits of $6.10 billion grew $2.46 billion, or 67%, from 2022, primarily due to the ongoing management of our liquidity position.

Average deposit costs were 2.50% for the fourth quarter of 2023, which equate to a cycle-to-date total deposit beta of 45% through the fourth quarter
of 2023. Average deposit costs for 2023 were 206 bps, up 168 bps, compared to 38 bps for 2022, primarily due to the FOMC's rate hikes through the
cycle. Deposit costs and betas have been impacted by pricing lags on core interest-bearing deposits as well as the decrease in non-interest-bearing
demand deposits.

As of December 31, 2023 and 2022, $23.77 billion and $23.96 billion, respectively, of our deposit portfolio was uninsured. The uninsured amounts are
estimated based on the methodologies and assumptions used for the Bank's regulatory reporting requirements. At December 31, 2023, approximately
87% of our deposits are either insured (54%), collateralized (14%), or could be insured by switching to our insured cash sweep program, which has existing
capacity (19%).

The following table shows the portion of time deposits that are uninsured, by remaining time until maturity, at December 31, 2023.

Table 10 - Maturity Distribution of Uninsured Time Deposits

(in thousands)

3 months or less

Over 3 months through 6 months

Over 6 months through 12 months

Over 12 months

Total outstanding

December 31, 2023

$

$

704,964

493,098

847,802

177,160

2,223,024

SYNOVUS FINANCIAL CORP. - Form 10-K

37

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net Interest Income

The following table summarizes the components of net interest income for the years ended December 31, 2023, 2022, and 2021, including the
tax-equivalent adjustment that is required in making yields on tax-exempt loans and investment securities comparable to taxable loans and investment
securities. The taxable-equivalent adjustment is based on a 21% federal income tax rate for the three years shown.

Table 11 - Net Interest Income

(in thousands)

Interest income

Taxable-equivalent adjustment

Interest income, taxable-equivalent

Interest expense

Net interest income, taxable-equivalent

Years Ended December 31,

2023

2022

2021

$

3,050,358 $

2,075,787 $

1,653,343

4,621

3,927

3,185

3,054,979

2,079,714

1,656,528

1,233,703

278,887

120,396

$

1,821,276 $

1,800,827 $

1,536,132

Net interest income (interest income less interest expense) is the largest component of total revenue, representing earnings from the primary business of
gathering funds from client deposits and other sources, and investing those funds primarily in loans and fixed-income securities. Synovus’ long-term
objective is to manage those assets and liabilities to maximize net interest income while balancing interest rate, credit, liquidity, and capital risks.

Net Interest Margin

Net interest margin is a measure of the spread between interest earning assets relative to the cost of funding and can be used to assess the efficiency of
earnings from balance sheet activities. The net interest margin is affected by changes in interest earning asset yields, the cost of interest-bearing liabilities,
the percentage of interest earning assets funded by non-interest-bearing funding sources, and the mix of earning assets and interest-bearing liabilities.

The net interest margin was 3.21% for 2023 compared to 3.32% in 2022, as the asset side of our consolidated balance sheets continued to benefit from
higher interest rates, but the increase in funding costs, combined with remixing within core deposits, resulted in margin compression.

The primary components of the yield on interest earning assets are loan yields, yields on investment securities, and the yield on balances held with the
Federal Reserve Bank. The yield on earning assets increased 155 bps to 5.39% from 3.84% in 2022, while the effective cost of funds increased 166 bps
to 2.18% from 0.52% in 2022. Loan yields increased 177 bps as a result of the FOMC's continued rate hikes; the increase in average total loans, net of
unearned income was primarily attributable to growth in commercial loans, largely in the latter half of 2022 and first part of 2023, in addition to increased
line utilization. The increase in the effective cost of funds during 2023 was primarily driven by a decline in non-interest-bearing demand deposits and
increases in market interest rates as funding costs continued to increase, albeit at a slower pace as the year progressed.

Earning Assets and Sources of Funds

Average total assets for 2023 increased $2.31 billion to $59.92 billion as compared to average total assets of $57.61 billion for 2022. Average interest
earning assets increased $2.48 billion in 2023 as compared to the prior year and represented 94.6% of average total assets for 2023, as compared to
94.1% in 2022. The increase in average earning assets resulted primarily from a $2.52 billion increase in average total loans, net of deferred fees and costs.

Average interest-bearing liabilities for 2023 of $39.86 billion increased $4.98 billion from $34.88 billion in 2022. The increase in average interest-bearing
liabilities resulted largely from a $2.81 billion increase in average time deposits, a $2.46 billion increase in brokered deposits, a $1.03 billion increase in
long-term debt, and a $856.4 million increase in average interest-bearing demand deposits, partially offset by a $1.87 billion decrease in average money
market accounts. The increase in time deposits and decrease in money market accounts are correlated, as fluctuations between these categories have
been primarily driven by the rate environment. The increases in brokered deposits and long-term debt were largely due to the ongoing management of our
liquidity position, which also included the February 2023 issuance of $500.0 million par value Synovus Bank Senior Notes.

Average non-interest bearing demand deposits decreased $3.07 billion compared to 2022, primarily driven by continued pressures from the rate
environment and client deployment of excess funds.

38

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Table 12 - Average Balances, Interest, and Yields/Rates

(dollars in thousands)

Assets

Interest earning assets:
Commercial loans (1)(2)(3)
Consumer loans(1)(2)
Less: Allowance for loan losses

2023

2022

2021

Average
Balance

Interest

Yield/
Rate

Average
Balance

Interest

Yield/
Rate

Average
Balance

Interest

Yield/
Rate

$ 35,188,678 $ 2,263,117

6.43% $ 32,402,218 $ 1,448,463

4.47% $ 29,630,598 $ 1,150,835

3.88%

8,557,650

426,266

4.98

8,823,424

361,524

4.10

8,520,247

334,917

3.93

(463,493)

—

—

(421,506)

—

—

(537,324)

—

—

Loans, net

43,282,835

2,689,383

6.21

40,804,136

1,809,987

4.44

37,613,521

1,485,752

3.95

Investment securities available for
sale

Trading account assets

Interest earning deposits with banks

Interest-bearing funds with Federal
Reserve Bank

Federal funds sold and securities
purchased under resale agreements

FHLB and Federal Reserve Bank
stock

Mortgage loans held for sale

Other loans held for sale

11,212,956

248,294

15,486

59,020

886

2,143

2.21

5.72

3.63

11,208,886

209,951

13,374

30,300

261

267

1.87

1.95

0.88

9,603,343

140,077

5,613

23,235

87

82

1.46

1.55

0.35

1,323,264

68,289

5.09

1,143,245

18,117

1.56

2,885,418

3,777

0.13

32,302

917

2.80

47,108

372

0.78

93,457

53

0.06

254,420

46,035

469,689

14,975

2,993

27,099

5.89

6.50

5.69

214,289

75,325

682,961

6,722

3,353

30,684

3.14

4.45

4.43

159,176

203,840

580,162

2,891

5,935

17,874

1.82

2.91

3.04

Total interest earning assets

56,696,007 $ 3,054,979

5.39%

54,219,624 $ 2,079,714

3.84%

51,167,765 $ 1,656,528

3.24%

Other cash and cash equivalents

Premises and equipment

Other real estate

Cash surrender value of bank-
owned life insurance
Other assets(4)

Total assets

Liabilities and Shareholders'
Equity

Interest-bearing liabilities:

575,370

367,159

—

1,099,641

1,183,691

$ 59,921,868

574,250

385,622

6,356

1,078,653

1,345,568

$ 57,610,073

561,170

445,333

1,522

1,058,966

2,133,725

$ 55,368,481

Interest-bearing demand deposits

$

9,884,039 $

176,595

1.79% $

9,027,636 $

Money market accounts

Savings deposits

Time deposits

Brokered deposits

Federal funds purchased and
securities sold under repurchase
agreements

Other short-term borrowings

Long-term debt

13,511,442

1,229,975

5,473,405

6,104,461

356,562

1,046

196,481

296,071

97,114

528,194

1,667

24,611

3,027,746

180,670

2.64

0.09

3.59

4.85

1.69

4.60

5.92

15,385,765

1,481,372

2,667,101

3,644,957

205,753

466,254

1,999,595

25,912

79,567

399

13,902

67,452

1,308

10,945

79,402

0.29% $

8,701,078 $

9,844

0.11%

0.52

0.03

0.52

1.85

0.63

2.32

3.95

15,607,034

1,335,269

3,630,401

3,028,797

27,556

229

18,107

19,183

0.18

0.02

0.50

0.63

210,949

8

128

—

0.06

—

1,203,282

45,349

3.77

Total interest-bearing liabilities

39,856,376 $ 1,233,703

3.10%

34,878,433 $

278,887

0.80%

33,716,818 $

120,396

0.36%

Non-interest-bearing demand
deposits

Other liabilities

Shareholders' equity

Total liabilities and
shareholders' equity

Net interest income, taxable-
equivalent net interest margin

Less: taxable-equivalent adjustment

Net interest income

13,662,660

1,671,489

4,731,343

16,731,967

1,298,972

4,700,701

15,304,120

1,135,565

5,211,978

$ 59,921,868

$ 57,610,073

$ 55,368,481

$ 1,821,276

3.21%

$ 1,800,827

3.32%

$ 1,536,132

3.00%

4,621

$ 1,816,655

3,927

$ 1,796,900

3,185

$ 1,532,947

(1)

Average loans are shown net of deferred fees and costs. NPLs are included.

(2)

Interest income includes net loan fees as follows: 2023 — $47.7 million, 2022 — $57.3 million, and 2021 — $115.5 million.

(3)

Reflects taxable-equivalent adjustments, using the statutory federal tax rate of 21%, in adjusting interest on tax-exempt loans to a taxable-equivalent basis.

(4)

Includes average net unrealized gains (losses) on investment securities available for sale of $(1.62) billion, $(985.6) million, and $46.0 million for the years ended December 31, 2023, 2022, and
2021, respectively.

SYNOVUS FINANCIAL CORP. - Form 10-K

39

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Table 13 - Rate/Volume Analysis

(in thousands)

Interest earned on:

Commercial loans(2)
Consumer loans
Investment securities
Trading account assets
Interest earning deposits with banks
Interest-bearing funds with Federal Reserve Bank
Federal funds sold and securities purchased under
resale agreements
FHLB and Federal Reserve Bank stock
Mortgage loans held for sale
Other loans held for sale
Total interest income

Interest paid on:

Interest-bearing demand deposits
Money market accounts
Savings deposits
Time deposits
Brokered deposits
Federal funds purchased and securities sold under
repurchase agreements
Other short-term borrowings
Long-term debt

Total interest expense
Net interest income, taxable-equivalent

2023 Compared to 2022
Change Due to(1)

2022 Compared to 2021
Change Due to(1)

Volume/
Mix

Yield/
Rate Net Change

Volume/
Mix

Yield/
Rate Net Change

$ 124,555 $ 690,099
75,639
38,267
584
1,623
47,364

(10,897)
76
41
253
2,808

(115)
1,260
(1,303)
(9,448)
107,230

2,484
(9,746)
(75)
14,593
45,501

(684)
1,437
40,612
94,122
13,108 $

$

660
6,993
943
5,863
868,035

148,199
286,741
722
167,986
183,118

1,043
12,229
60,656
860,694
7,341

$ 814,654 $ 107,539 $ 190,089
14,692
46,433
54
160
16,605

11,915
23,441
120
25
(2,265)

64,742
38,343
625
1,876
50,172

545
8,253
(360)
(3,585)
975,265

150,683
276,995
647
182,579
228,619

(28)
1,003
(3,740)
3,125
141,135

359
(398)
29
(4,817)
3,882

347
2,828
1,158
9,685
282,051

15,709
52,409
141
612
44,387

$ 297,628
26,607
69,874
174
185
14,340

319
3,831
(2,582)
12,810
423,186

16,068
52,011
170
(4,205)
48,269

359
13,666
101,268
954,816

1,183
(3)
—
10,945
4,032
30,021
118,473
40,018
20,449 $ 101,117 $ 163,578

1,180
10,945
34,053
158,491
$ 264,695

$

(1) Changes in net interest income are attributed to either changes in average balances (volume change) or changes in average rates (rate change) for earning assets and sources of funds on which

interest is received or paid. Volume change is calculated as change in volume times the previous rate, while rate change is change in rate times the previous volume.

(2)

Reflects taxable-equivalent adjustments, using the statutory federal income tax rate of 21%, in adjusting interest on tax-exempt loans to a taxable-equivalent basis.

Non-interest Revenue

The following table shows the principal components of non-interest revenue.

Table 14 - Non-interest Revenue

(in thousands)

Service charges on deposit accounts
Fiduciary and asset management fees
Card fees
Brokerage revenue
Mortgage banking income
Capital markets income
Income from bank-owned life insurance
Investment securities gains (losses), net
Insurance revenue
Gain on sale of GLOBALT
Recovery of NPA
Other non-interest revenue

Total non-interest revenue

Core banking fees(1)
Wealth revenue(2)

Years Ended December 31,
2023
$ 90,096
78,077
72,357
83,431
15,157
32,181
31,429
(76,718)
8,443
1,929
13,126
54,502
$ 404,010
$ 188,093
$ 169,951

2022
$ 93,067
78,414
61,833
67,034
17,476
26,702
29,720
—
7,893
—
—
27,197
$ 409,336
$ 180,882
$ 153,341

2021
$ 86,310
77,147
51,399
56,439
54,371
26,118
38,019
(799)
9,472
—
—
51,590
$ 450,066
$ 165,481
$ 143,058

December 31, 2023 vs
December 31, 2022
$ Change % Change
$ (2,971)
(337)
10,524
16,397
(2,319)
5,479
1,709
(76,718)
550
1,929
13,126
27,305
$ (5,326)
$
7,211
$ 16,610

(3)%
—
17
24
(13)
21
6
nm
7
nm
nm
100

(1)%
4%
11%

(1) Core banking fees consist of service charges on deposit accounts, card fees, and other non-interest revenue components including letter of credit fees, ATM fee income, line of credit non-usage fees,

gains (losses) from sales of SBA loans, and miscellaneous other service charges.

(2) Wealth revenue consists of fiduciary and asset management, brokerage, and insurance revenue.

40

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Non-interest revenue for the year ended December 31, 2023 was $404.0 million, down $5.3 million, or 1%, compared to the year ended December 31,
2022, and was negatively impacted by losses from sales of investment securities of $76.7 million. Excluding the losses from sales of investment securities,
the primary drivers of the increase in non-interest revenue included higher wealth revenue, a $13.1 million one-time benefit from the recovery of a
non-performing asset related to the Qualpay investment, $11.7 million in transaction fees related to a third-party lending relationship, higher card fees, and
a $7.0 million write-down on a minority Fintech investment that impacted earnings on equity method investments in 2022. See ‘‘Part II - Item 8. Financial
Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies and Note 14 - Commitments and Contingencies’’ for further
discussion on Qualpay.

Service charges on deposit accounts, consisting of account analysis fees, NSF fees, and all other service charges decreased during 2023 compared to
2022. The largest category of service charges, account analysis fees, was $43.2 million for 2023, up $3.1 million, or 8%, from 2022. NSF/overdraft fees
of $23.0 million decreased $6.9 million, or 23.0%, from 2022 and included the impact of NSF/overdraft fee program changes implemented during 2023.
All other service charges on deposit accounts, which consist primarily of monthly fees on consumer demand deposits and small business accounts, were
$23.8 million for 2023, up $787 thousand, or 3%, compared to 2022.

Fiduciary and asset management fees are derived from providing estate administration, personal trust, corporate trust, corporate bond, investment
management, financial planning, and family office services. The slight decrease in fiduciary and asset management fees for 2023 was primarily driven by
the sale of GLOBALT to its management team on September 30, 2023.

Card fees consist primarily of credit card interchange fees, debit card interchange fees, and merchant revenue. Card fees are reported net of certain
associated expense items including client loyalty program expenses and network expenses. Merchant revenue relates to the fees that are charged to
merchant clients based on a percentage of their credit or debit card transaction volume amounts. The increase in 2023 from 2022 resulted from higher
merchant fees primarily driven by our Qualpay investment, increased merchant revenue largely from higher sales transaction volumes, and higher credit
card transaction volumes from elevated commercial/small business spend activity.

Brokerage revenue consists primarily of brokerage commissions as well as advisory fees earned from the management of client assets. The increase in
2023 over 2022 largely benefited from client activity, including movement into short-term liquidity products such as repurchase agreements due to the rate
environment.

Mortgage banking income, consisting of net gains on loan origination/sales activities, was lower compared to 2022, driven largely by a $5.9 million decline
in gains on sale as a result of a $220.1 million, or 28%, decline in loans sold, somewhat offset by a $3.5 million favorable change in the mark-to-market.
Secondary market production was $548.2 million, a $181.1 million, or 25%, decrease compared to 2022.

Capital markets income primarily includes fee income from client derivative transactions, debt capital market transactions, foreign exchange, as well as
other miscellaneous income from capital market transactions. The increase for 2023 was primarily a result of a $6.9 million increase in loan syndication
arranger fees and $1.5 million higher fee income from debt capital markets transactions partially offset by a $3.2 million decrease in fees on client derivative
transactions.

Income from BOLI includes increases in the cash surrender value of policies and proceeds from insurance benefits. The increase in 2023 was driven by
a $1.1 million increase in proceeds from insurance benefits.

During the fourth quarter of 2023, as part of an overall strategic repositioning of the investment securities portfolio, Synovus sold at amortized cost
$1.30 billion of U.S. Treasury securities, agency securities and debt and agency mortgage-backed securities, which resulted in realized net losses of
$77.7 million.

Insurance revenue primarily includes fixed annuity revenue and income from life insurance commissions. The $550 thousand increase from 2022 included
a $1.0 million increase in fixed annuity revenue driven by the rate environment partially offset by $320 thousand lower income from life insurance
commissions.

On September 30, 2023, Synovus further simplified its business mix and sold its asset management firm GLOBALT to its management team and recorded
a $1.9 million gain, which included an earnout receivable valued at $1.8 million. The divestiture will be immaterial to future earnings and will allow us to
reallocate capital to higher returning fee income lines of business while continuing to meet our wealth clients’ needs.

The main components of other non-interest revenue are fees for letters of credit and unused lines of credit, safe deposit box fees, access fees for ATM use,
other service charges and loan servicing fees, earnings on equity method investments, gains (losses) from sales of SBA loans, and other miscellaneous
items. In 2023, there were $11.7 million in transaction fees related to a third-party lending relationship, a $9.0 million increase in the fair value of
non-qualified deferred compensation plan assets (offset in non-interest expense), a $5.3 million increase compared to 2022 related to favorable valuation
adjustments on tax-related equity investment partnerships, and $4.2 million lower loan servicing fees on our third-party lending relationships. 2022
included a $7.0 million write-down on a minority Fintech investment and a $3.5 million gain on the sale of a real estate partnership.

SYNOVUS FINANCIAL CORP. - Form 10-K

41

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Non-interest Expense

The following table summarizes non-interest expense for the years ended December 31, 2023, 2022, and 2021.

Table 15 - Non-interest Expense

(in thousands)

Salaries and other personnel expense
Net occupancy, equipment, and software expense
Third-party processing and other services
Professional fees
FDIC insurance and other regulatory fees
Amortization of intangibles
Restructuring charges (reversals)
Valuation adjustment to Visa derivative
(Gain) loss on early extinguishment of debt
Loss on other loans held for sale
Other operating expense

Years Ended December 31,

December 31, 2023 vs
December 31, 2022

2021

$ Change % Change

$

$

2023

728,378
179,581
86,649
39,854
94,737
10,487
17,707
3,927
(5,400)
50,064
129,440

2022

681,710
174,730
88,617
37,189
29,083
8,472
(9,690)
6,000
677
—
140,718

$

649,426
169,222
86,688
32,785
22,355
9,516
7,223
2,656
—
—
120,033

$

46,668
4,851
(1,968)
2,665
65,654
2,015
27,397
(2,073)
(6,077)
50,064
(11,278)

7%
3
(2)
7
226
24
(283)
(35)
nm
nm
(8)

15%

Total non-interest expense

$ 1,335,424

$ 1,157,506

$ 1,099,904

$ 177,918

Non-interest expense for the year ended December 31, 2023 was $1.34 billion, an increase of $177.9 million, or 15%, compared to the year ended
December 31, 2022. The increase in non-interest expense during 2023 was impacted by a $51.0 million accrual for the FDIC special assessment and a
$50.1 million loss related to strategic sales of medical office buildings loans and third-party consumer loans. In addition, restructuring charges of
$18.4 million were recorded for one-time benefits associated with a voluntary early retirement program offered to certain qualified employees in 2023 while
2022 benefited from a $9.7 million reversal of restructuring charges.

Salaries and other personnel expense increased compared to 2022, primarily due to the impacts of merit and inflationary wage increases, employee
healthcare costs, unfavorable deferred loan origination costs due to lower loan production, and a $9.0 million unfavorable change from the fair value of the
non-qualified deferred compensation liability (offset in non-interest revenue). The increases were somewhat offset by lower incentives and commissions
largely due to decreased performance and production volumes. Synovus employees totaled 4,879, down 235, or 5%, from December 31, 2022 primarily
as a result of the aforementioned voluntary early retirement program in addition to strategic reductions in areas primarily impacted by production volume
declines, partially offset by additions in areas associated with revenue growth and certain critical support functions.

Net occupancy, equipment, and software expense increased compared to 2022, due primarily to continued investments in technology and operations
infrastructure. Synovus Bank operated 246 branches at both December 31, 2023 and 2022.

Third-party processing and other services expense includes all third-party core operating system and processing charges as well as third-party loan
servicing charges. Third-party processing expense decreased compared to 2022, mostly due to lower servicing fees associated with decreased
third-party consumer loans somewhat offset by enhancements associated with technology and operations infrastructure investments and new business
initiatives.

Professional fees increased compared to 2022, primarily from increased legal fees from various transaction-related matters, including new business
initiatives, and higher consulting fees largely related to strategic and infrastructure investments.

FDIC insurance and other regulatory fees increased compared to 2022. On May 22, 2023, the FDIC published its proposed rule to charge certain banks
a special assessment to cover losses incurred by the Deposit Insurance Fund (DIF) due to bank failures in March and May of 2023. The final rule was
approved by the FDIC Board on November 16, 2023 and imposed a special assessment at an annual rate of approximately 13.4 bps on a bank's uninsured
deposits balance, in excess of $5 billion, as of December 31, 2022, payable in eight quarterly installments beginning in the first quarter of 2024.
A $51.0 million expense was accrued in the fourth quarter of 2023, with the remaining increase largely due to the industry-wide 2 bps increase in the
deposit insurance initial base assessment rate that went into effect in the first quarter of 2023.

Amortization of intangibles increased during 2023 primarily due to Synovus' acquisition of Qualpay. See ‘‘Part II - Item 8. Financial Statements and
Supplementary Data - Note 1 - Summary of Significant Accounting Policies’’ for further discussion on Qualpay and ‘‘Part II - Item 8. Financial Statements
and Supplementary Data - Note 5 - Goodwill and Other Intangible Assets’’ for further information on Qualpay's other intangible assets.

During the year ended December 31, 2023, Synovus' restructuring charges of $17.7 million primarily consisted of $18.4 million in one-time termination
benefits associated with a voluntary early retirement program offered to certain employees, $4.7 million in gains on the sale of branches previously closed,
and $3.8 million of additional severance unrelated to the amount recorded for the voluntary early retirement program. During the year ended December 31,
2022, a net restructuring reversal of $9.7 million was recorded and primarily consisted of $15.4 million in gains on sales of certain building and branch
locations and $4.8 million in lease termination charges and asset impairment charges related to branch closures and restructuring of corporate real estate
as part of a large-scale property optimization program.

For the years ended December 31, 2023 and 2022, Synovus recorded $3.9 million and $6.0 million, respectively, in valuation adjustments to the Visa
derivative associated with an indemnification agreement following Visa's announcements of funding into its litigation escrow account. See ‘‘Part II -
Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies’’ of this Report for additional information on
the Visa derivative.

42

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In 2023, Synovus repurchased $97.0 million of its 5.90% Fixed-to-Fixed Rate Subordinated Notes through both a cash tender offer and open market
purchases and recognized gains of $5.4 million on the early extinguishment of debt. On February 10, 2022, Synovus Bank redeemed its 2.289% Fixed-
to-Floating Rate Bank Senior Notes of $400 million par value and incurred a $677 thousand loss on early extinguishment of debt.

During 2023, Synovus recorded a loss of $50.1 million related to strategic sales of medical office buildings loans and third-party consumer loans. See
‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 3 - Loans and Allowance for Loan Losses’’ for further information.

Other operating expense includes advertising, travel, insurance, network and communication, other taxes, subscriptions and dues, other loan and ORE
expense, postage and freight, training, business development, supplies, donations, and other miscellaneous expense. The decrease over prior year was
primarily related to decreased loan expense from lower production and a $2.7 million reversal of an impairment charge related to the Qualpay investment.
See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies and Note 14 - Commitments
and Contingencies’’ for further discussion on Qualpay.

Income Taxes

Income tax expense was $154.0 million for the year ended December 31, 2023, compared to $206.3 million and $228.9 million for the years ended
December 31, 2022 and 2021, respectively. The effective income tax rate for the years ended December 31, 2023, 2022, and 2021 was 22.1%, 21.4%,
and 23.1%, respectively. The most significant factor of the increase in the effective tax rate in 2023 compared to the prior year related to a downward
revaluation of state deferred tax assets associated with the anticipated expansion of a third-party lending relationship which would lower future taxes in
certain states.

Deferred tax assets generally represent amounts available to reduce income taxes payable in future years. At December 31, 2023, the net deferred tax
asset was $506.9 million compared to $595.3 million at December 31, 2022.

Synovus regularly assesses the realizability of its net deferred tax assets based upon all available evidence, both positive and negative. Based upon the
assessment, Synovus established a valuation allowance of $26.2 million at December 31, 2023 and $19.1 million at December 31, 2022, on the portion
of its federal and state NOLs and tax credits that are not expected to be utilized prior to expiration in years 2024 through 2043. See ‘‘Part II -
Item 8. Financial Statements and Supplementary Data - Note 16 - Income Taxes’’ of this Report for additional discussion regarding deferred income taxes.

SYNOVUS FINANCIAL CORP. - Form 10-K

43

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Credit Quality

Synovus diligently monitors the quality of its loan portfolio by industry, property type, and geography through a thorough portfolio review process and our
analytical risk management tools. Credit quality metrics migrated from historically low levels with the NPA and NPL ratios both at 0.66% and total past dues
at 0.14%, as a percentage of total loans. Net charge-offs for 2023 at $153.3 million, or 0.35%, of average loans, were largely impacted by strategic loan
sales and exposure to a nationally syndicated C&I credit that resulted in a $23.3 million net charge-off.

Table 16 - Selected Credit Quality Metrics

(dollars in thousands)

Non-performing loans

ORE and other assets

Non-performing assets

Loans 90 days past due and still accruing

As a % of loans

Total past due loans and still accruing

As a % of loans

FDMs(1)
Accruing TDRs(1)

December 31,

2023

288,177

—

288,177

5,053

0.01%

59,099

0.14%

249,529

$

$

$

$

$

2022

128,061

15,320

143,381

3,373

0.01%

65,568

0.15%

$

$

$

$

2021

131,042

27,137

158,179

6,770

0.02%

57,565

0.15%

146,840

$

119,804

$

$

$

$

$

Non-performing loans as a % of total loans

0.66%

0.29%

0.33%

Non-performing assets as a % of total loans, impaired loans held for sale, ORE, and
specific other assets

Total loans

Net charge-offs

Net charge-offs/average loans

Provision for (reversal of) loan losses

Provision for (reversal of) unfunded commitments

Provision for (reversal of) credit losses

Allowance for loan losses

Reserve for unfunded commitments

Allowance for credit losses

ACL to loans coverage ratio

ALL to loans coverage ratio

ACL/NPLs

ALL/NPLs

0.66

0.33

0.40

$ 43,404,490

$ 43,716,353

$ 39,311,958

$

$

$

$

$

$

$

$

153,342

0.35%

189,303

(224)

189,079

479,385

57,231

536,616

1.24%

1.10

186.21

166.35

$

$

$

$

53,156

0.13%

68,983

15,570

84,553

443,424

57,455

500,879

1.15%

1.01

391.13

346.26

77,788

0.20%

(100,351)

(5,900)

(106,251)

427,597

41,885

469,482

1.19%

1.09

358.27

326.31

(1)

Synovus' adoption of ASU-2022-02 on January 1, 2023 on a prospective basis resulted in the elimination of accounting and disclosure requirements for TDRs and added requirements for the
disclosure of certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty called FDMs. As a result, the population of loans considered FDMs is larger
than the population previously considered TDRs. See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies and Note 3 - Loans and
Allowance for Loan Losses’’ for additional information on FDMs and TDRs in prior periods.

Non-performing Assets

Total NPAs were $288.2 million at December 31, 2023, a $144.8 million increase from December 31, 2022 primarily due to the designation of several large
commercial relationships as non-performing, which have undergone impairment testing and have been appropriately marked or reserved. Total NPAs as
a percentage of total loans, other loans held for sale, ORE and specific other assets increased to 0.66% at December 31, 2023 compared to 0.33% at
December 31, 2022. NPLs were $288.2 million at December 31, 2023, a $160.1 million increase from December 31, 2022.

44

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table shows the components of NPAs by portfolio class at December 31, 2023 and 2022.

Table 17 - NPAs by Portfolio Class

(in thousands)

Commercial, financial, and agricultural

Owner-occupied

Total commercial and industrial

Investment properties

1-4 family properties

Land and development

Total commercial real estate

Consumer mortgages

Home equity

Other consumer loans

Total consumer

Other assets

Total

(1)

For December 31, 2023, total NPAs equaled total NPLs.

Past Due Loans

December 31,

2023

Total NPAs(1)

NPLs

2022

ORE and
Other
Assets

$ 89,870

$ 59,307

$

91,370

181,240

39,770

3,056

804

43,630

46,108

10,473

6,726

63,307

—

10,104

69,411

3,473

3,122

1,158

7,753

36,847

6,830

7,220

50,897

Total
NPAs

$ 59,307

10,104

69,411

3,473

3,122

1,158

7,753

36,847

6,830

7,220

50,897

15,320

—

—

—

—

—

—

—

—

—

—

—

$ 288,177

$ 128,061

$15,320

$ 143,381

—

15,320

As a percentage of loans outstanding, loans 30 or more days past due and still accruing interest were 0.14% at December 31, 2023 compared to 0.15%
at December 31, 2022. As a percentage of loans outstanding, loans 90 days past due and still accruing interest were 0.01% at both December 31, 2023
and 2022. These loans are in the process of collection and carry reserves in accordance with our ACL methodology.

Criticized and Classified Loans

Our loan ratings are aligned to federal banking regulators' definitions of pass and criticized categories, which include special mention, substandard,
doubtful, and loss. Substandard accruing and non-accruing loans, doubtful, and loss loans are often collectively referred to as classified. Special mention,
substandard, doubtful, and loss loans are often collectively referred to as criticized and classified loans. The following table presents a summary of criticized
and classified loans. Criticized and classified loans at December 31, 2023 increased $584.5 million compared to December 31, 2022, primarily due to
pressures from the economic and interest rate environment.

Table 18 - Criticized and Classified Loans

(dollars in thousands)

Special mention loans

Substandard loans

Doubtful loans

Loss loans

Criticized and Classified loans

As a % of total loans

December 31,

2023

2022

$ 615,748

$ 312,921

898,579

626,266

9,714

2,539

—

2,884

$ 1,526,580

$ 942,071

3.5%

2.2%

SYNOVUS FINANCIAL CORP. - Form 10-K

45

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net Charge-offs

Total 2023 net charge-offs were $153.3 million, or 0.35%, of average loans, compared to total net charge-offs of $53.2 million, or 0.13% of average loans
in 2022. Net charge-offs increased in 2023 as compared to 2022 largely due to net charge-offs of $31.3 million related to strategic loan sales as well as
a $23.3 million net charge-off that resulted from exposure to a nationally syndicated C&I credit. Excluding the strategic loan sales, the net charge-off ratio
for 2023 was 0.28% of average loans. The following table shows net charge-offs (recoveries) for the years ended December 31, 2023, 2022, and 2021.

Table 19 - Net Charge-offs

(dollars in thousands)

Commercial and industrial

Commercial real estate

Consumer

Total net charge-offs

Years Ended December 31,

2023

2022

2021

Amount

%(1)

Amount

%(1)

Amount

$

69,656

0.31% $

27,963

0.13% $

49,723

44,177

39,509

0.35

0.46

1,469

23,724

0.01

0.27

7,948

20,117

%(1)

0.26%

0.08

0.23

$ 153,342

0.35% $

53,156

0.13% $

77,788

0.20%

(1) Net charge-off ratio as a percentage of average loans.

Provision for (reversal of) Credit Losses and Allowance for Credit Losses

The provision for credit losses of $189.1 million for the year ended December 31, 2023 included net charge-offs of $153.3 million and compares to a
provision for credit losses of $84.6 million for the year ended December 31, 2022 that included net charge-offs of $53.2 million. The increase in provision
was driven by increased net charge-offs and downward risk grade migration, as well as continued economic uncertainty. The increase in 2023 net
charge-offs included net charge-offs of $31.3 million related to strategic loan sales as well as exposure to a nationally syndicated C&I credit.

The ALL of $479.4 million and the reserve for unfunded commitments of $57.2 million, which is recorded in other liabilities, comprise the total ACL of
$536.6 million at December 31, 2023. The ACL increased $35.7 million compared to the December 31, 2022 ACL of $500.9 million, which consisted of
an ALL of $443.4 million and the reserve for unfunded commitments of $57.5 million. The ACL to loans coverage ratio of 1.24% at December 31, 2023
was 9 bps higher compared to December 31, 2022. The increase in the ACL from December 31, 2022 resulted primarily from downward risk grade
migration, an increase in reserves on individually evaluated loans, and the continuation of an uncertain economic environment.

See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies’’ and ‘‘Part II - Item 8. Financial
Statements and Supplementary Data - Note 3 - Loans and Allowance for Loan Losses’’ in this Report for more information.

The following table shows the allocation of the allowance for loan losses at December 31, 2023 and 2022.

Table 20 - Allocation of Allowance for Loan Losses

(dollars in thousands)

Commercial and industrial

Commercial real estate

Consumer

Amount

$

218,970

133,758

126,657

2023

% of
ALL

45.7%

27.9

26.4

December 31,

% of
Total
Loans(1)

Amount

2022

% of
ALL

% of
Total
Loans(1)

52.0%

$

161,550

36.4%

50.5%

28.4

19.6

143,575

138,299

32.4

31.2

28.9

20.6

Total allowance for loan losses

$

479,385

100.0%

100.0% $

443,424

100.0%

100.0%

(1)

Loan balance in each category expressed as a percentage of loans, net of deferred fees and costs. See Table 5 - Loans by Portfolio Class in this Report for more information.

46

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Capital Resources

Synovus and Synovus Bank are required to comply with capital adequacy standards established by our primary federal regulator, the Federal Reserve.
Synovus and Synovus Bank measure capital adequacy using the standardized approach under Basel III. At December 31, 2023, Synovus and Synovus
Bank's capital levels remained strong and exceeded well-capitalized requirements currently in effect. The following table presents certain ratios used to
measure Synovus and Synovus Bank's capitalization.

Table 21 - Capital Ratios

(dollars in thousands)

CET1 capital
Synovus Financial Corp.
Synovus Bank
Tier 1 risk-based capital
Synovus Financial Corp.
Synovus Bank
Total risk-based capital
Synovus Financial Corp.
Synovus Bank
CET1 capital ratio
Synovus Financial Corp.
Synovus Bank
Tier 1 risk-based capital ratio
Synovus Financial Corp.
Synovus Bank
Total risk-based capital to risk-weighted assets ratio
Synovus Financial Corp.
Synovus Bank
Leverage ratio
Synovus Financial Corp.
Synovus Bank

December 31, 2023

December 31, 2022

$

5,206,521
5,559,624

$

5,743,666
5,559,624

6,654,224
6,249,947

10.22%
10.93

11.28
10.93

13.07
12.29

9.49
9.21

4,926,194
5,446,703

5,463,339
5,446,703

6,415,681
6,079,152

9.63%

10.66

10.68
10.66

12.54
11.89

9.07
9.06

At December 31, 2023, Synovus' CET1 ratio was 10.22%, well in excess of regulatory requirements including the capital conservation buffer of 2.5%. The
December 31, 2023 CET1 ratio increased 59 bps compared to December 31, 2022 as our organic earnings and muted balance sheet growth supported
capital accretion. For more information on regulatory capital requirements, see ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 10
- Regulatory Capital’’ in this Report. In 2024, our capital plan anticipates a stable common stock dividend and management of our CET1 ratio within our
targeted range of 10.0% to 10.5%.

The Company announced on January 18, 2024 that its Board of Directors authorized share repurchases of up to $300 million of common stock and
$50 million of preferred stock in 2024. Subsequent to year-end, through February 20, 2024, Synovus repurchased $29.9 million, or 800 thousand shares,
of common stock via open market transactions.

On January 18, 2023, Synovus announced that its Board of Directors approved a capital plan that included an anticipated quarterly common stock
dividend of $0.38 per share, beginning with the quarterly dividend payable in April 2023, and authorized share repurchases of up to $300 million in 2023.
During 2023, Synovus did not repurchase any common stock.

On August 26, 2020, the federal banking regulators issued a final rule that allowed electing banking organizations that adopted CECL during 2020 to
mitigate the estimated effects of CECL on regulatory capital for two years, followed by a three-year phase-in transition period. Synovus adopted CECL on
January 1, 2020, and the December 31, 2023 regulatory capital ratios reflect Synovus' election of the five-year transition provision. At December 31, 2023,
$29.2 million, or a cumulative 6 bps benefit to CET1, was deferred.

Parent Company

The Parent Company’s net assets consist primarily of its investment in Synovus Bank. The Parent Company’s primary uses of cash are for the servicing
of debt, payment of dividends to shareholders, and repurchases of common stock. The Parent Company also provides the necessary funds to strengthen
the capital of its subsidiaries if needed. These uses of cash are primarily funded by dividends from Synovus Bank, borrowings from external sources, and
equity offerings.

During 2023, Synovus Bank and non-bank subsidiaries paid upstream cash dividends to the Parent Company totaling $435.0 million. During 2022,
Synovus Bank paid upstream cash dividends to the Parent Company totaling $350.0 million, and during 2021, Synovus Bank paid upstream cash
dividends to the Parent Company totaling $420.0 million.

SYNOVUS FINANCIAL CORP. - Form 10-K

47

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity

Liquidity represents the extent to which Synovus has readily available sources of funding to meet the needs of depositors, borrowers, and creditors; to
support asset growth; and to otherwise sustain operations of Synovus and its subsidiaries, at a reasonable cost, on a timely basis, and without adverse
consequences. ALCO monitors Synovus' economic, competitive, and regulatory environment and is responsible for measuring, monitoring, and reporting
on liquidity and funding risk as well as market risk.

In accordance with Synovus policies and regulatory guidance, ALCO evaluates contractual and anticipated cash flows under normal and stressed
conditions to properly manage the Company's liquidity profile. Synovus places an emphasis on maintaining numerous sources of current and contingent
liquidity to meet its obligations to depositors, borrowers, and creditors on a timely basis. Liquidity is generated through various sources, including, but not
limited to, maturities and repayments of loans by clients, maturities and sales of investment securities, and growth in core and wholesale deposits.

Synovus Bank also generates liquidity through the issuance of brokered certificates of deposit and money market accounts. Synovus Bank accesses
funds from a broad geographic base to diversify its sources of funding and liquidity. Synovus Bank also has the capacity to access funding through its
membership in the FHLB system and the Federal Reserve. Management continuously monitors and maintains appropriate levels of liquidity so as to
provide adequate funding sources to manage client deposit withdrawals, loan requests, and other funding demands.

Core deposit balances have increased by $1.12 billion compared to December 31, 2022. Fluctuations among core deposit categories have been a
function of the rate environment, as well as deployment of excess cash created from COVID-related stimulus in the case of non-interest-bearing deposits,
and included a $3.13 billion decrease in non-interest-bearing demand deposits and a $1.93 billion decline in money market accounts, with an offsetting
$4.57 billion increase in time deposits. Synovus continues to proactively manage its liquidity position, which has included increasing brokered deposits,
and robust contingent liquidity is maintained across a diverse set of sources which include immediately available funds as well as funds we expect to be
available within short notice. Contingent liquidity sources include primary sources such as FHLB borrowing capacity, FRB cash reserves, unencumbered
securities, and third-party consumer loans, which includes our decision to sell loans from this portfolio and strategic runoff, while secondary sources
consist of the Federal Reserve discount window, Fed Funds lines, and other sources. At December 31, 2023, contingent sources of liquidity totaled
approximately $27.7 billion, and based on currently pledged collateral, Synovus Bank had access to FHLB funding of $7.56 billion, subject to FHLB credit
policies.

In addition to bank level liquidity management, Synovus must manage liquidity at the parent company level for various operating needs including the
servicing of debt, the payment of dividends on our common stock and preferred stock, payment of general corporate expense, and potential capital
infusions into subsidiaries. The primary source of liquidity for Synovus consists of dividends from Synovus Bank, which is governed by certain rules and
regulations of the GA DBF and the Federal Reserve Bank. Synovus' ability to receive dividends from Synovus Bank in future periods will depend on a
number of factors, including, without limitation, Synovus Bank's future profits, asset quality, liquidity, and overall condition. In addition, both the GA DBF
and Federal Reserve Bank may require approval to pay dividends, based on certain regulatory statutes and limitations.

On February 15, 2023, Synovus Bank issued $500 million aggregate principal amount of 5.625% Senior Bank Notes due 2028, and the Notes will mature
on February 15, 2028. The Notes will bear interest at 5.625% per annum, payable semiannually in arrears on each February 15 and August 15, beginning
on August 15, 2023. Synovus Bank may not redeem the Notes prior to August 15, 2023. The redemption price for any redemption in whole or in part, at
our option, on or after August 15, 2023, and prior to January 15, 2028, is equal to the greater of: (1) (a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on January 15, 2028) on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the
date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the
redemption date. The redemption price for any redemption after January 15, 2028 is 100% of the principal amount of the Notes, plus accrued and unpaid
interest thereon to the redemption date. The Notes are not redeemable at the option or election of holders.

During 2023, Synovus repurchased $97.0 million of its 5.90% Fixed-to-Fixed Rate Subordinated Notes through both a cash tender offer and open market
purchases and recognized gains of $5.4 million on the early extinguishment of debt. The Company may continue to redeem any outstanding debt as it
deems appropriate and as permitted per regulatory approvals if so required and in compliance with laws.

Synovus presently believes that the sources of liquidity discussed above, including existing liquid funds on hand, are sufficient to meet its anticipated
funding needs. However, if economic conditions were to significantly deteriorate, regulatory capital requirements for Synovus or Synovus Bank were to
increase as the result of regulatory directives or otherwise, or Synovus believes it is prudent to enhance current liquidity levels, then Synovus may seek
additional liquidity from external sources. See ‘‘Part I - Item 1A. - Risk Factors - Market and Other General Risk - Recent negative developments affecting
the banking industry, and resulting media coverage, have eroded client confidence in the banking system, and Credit and Liquidity Risk - Changes in the
cost and availability of funding due to changes in the deposit market and credit market may adversely affect our capital resources, liquidity and financial
results’’. Furthermore, Synovus may, from time to time, take advantage of attractive market opportunities to refinance, retire, or repurchase its existing debt,
redeem its preferred stock, repurchase shares, or strengthen its liquidity or capital position.

48

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Contractual Cash Obligations

The following table summarizes, by remaining maturity, Synovus’ significant contractual cash obligations at December 31, 2023. Excluded from the table
below are certain liabilities with variable cash flows and/or no contractual maturity. See ‘‘Part II - Item 8. Financial Statements and Supplementary Data -
Note 14 - Commitments and Contingencies’’ of this Report for information on Synovus' commitments to extend credit including loan commitments and
letters of credit along with obligations related to Synovus' sponsorship of MPS businesses. Additionally, see ‘‘Part II - Item 8. Financial Statements and
Supplementary Data - Note 7 - Deposits’’ of this Report for information on contractual maturities of time deposits and ‘‘Part II - Item 8. Financial Statements
and Supplementary Data - Note 8 - Other Short-term Borrowings and Long-term Debt’’ for information on long-term debt obligations.

Table 22 - Contractual Cash Obligations

(in thousands)

Long-term debt obligations

Lease obligations
Purchase commitments(1)
Commitments to fund tax credits, CRA partnerships, and other investments(2)

Total contractual cash obligations

(1)

Legally binding purchase obligations of $1.0 million or more.

Payments Due After December 31, 2023

1 Year or
Less

After 1 Year

Total

$ 108,347 $ 2,220,734 $ 2,329,081

36,335

81,841

195,185

677,313

103,944

98,081

713,648

185,785

293,266

$ 421,708 $ 3,100,072 $ 3,521,780

(2) Commitments to fund investments in tax credits, CRA partnerships, and other investments have scheduled funding dates that are contingent on events that have not yet occurred, and may be subject

to change.

Recently Issued Accounting Standards

See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies’’ of this Report for further
information.

Non-GAAP Financial Measures

The measures entitled adjusted non-interest revenue; adjusted non-interest expense; adjusted revenue; adjusted tangible efficiency ratio; adjusted return
on average assets; adjusted net income available to common shareholders; adjusted net income per common share, diluted; adjusted return on average
common equity; return on average tangible common equity; adjusted return on average tangible common equity; the tangible common equity ratio; and
adjusted PPNR are not measures recognized under GAAP and therefore are considered non-GAAP financial measures. The most comparable GAAP
measures to these measures are total non-interest revenue, total non-interest expense, total TE revenue, efficiency ratio-TE, return on average assets, net
income available to common shareholders, net income per common share, diluted, return on average common equity, the ratio of total Synovus Financial
Corp. shareholders' equity to total assets, and PPNR, respectively.

Management believes that these non-GAAP financial measures provide meaningful additional information about Synovus to assist management and
investors in evaluating Synovus’ operating results, financial strength, the performance of its business, and the strength of its capital position. However,
these non-GAAP financial measures have inherent limitations as analytical tools and should not be considered in isolation or as a substitute for analyses
of operating results or capital position as reported under GAAP. The non-GAAP financial measures should be considered as additional views of the way
our financial measures are affected by significant items and other factors, and since they are not required to be uniformly applied, they may not be
comparable to other similarly titled measures at other companies. Adjusted non-interest revenue and adjusted revenue are measures used by
management to evaluate non-interest revenue and total revenue exclusive of net investment securities gains (losses), fair value adjustments on
non-qualified deferred compensation, and other items not indicative of ongoing operations that could impact period-to-period comparisons. Adjusted
non-interest expense and the adjusted tangible efficiency ratio are measures utilized by management to measure the success of expense management
initiatives focused on reducing recurring controllable operating costs. Adjusted return on average assets, adjusted net income available to common
shareholders, adjusted net income per common share, diluted, and adjusted return on average common equity are measurements used by management
to evaluate operating results exclusive of items that management believes are not indicative of ongoing operations and impact period-to-period
comparisons. Return on average tangible common equity and adjusted return on average tangible common equity are measures used by management
to compare Synovus’ performance with other financial institutions because it calculates the return available to common shareholders without the impact
of intangible assets and their related amortization, thereby allowing management to evaluate the performance of the business consistently. The tangible
common equity ratio is used by management to assess the strength of our capital position. Adjusted PPNR is used by management to evaluate PPNR
exclusive of items that management believes are not indicative of ongoing operations and impact period-to-period comparisons. The computations of
these measures are set forth in the tables below.

SYNOVUS FINANCIAL CORP. - Form 10-K

49

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management does not provide a reconciliation for forward-looking non-GAAP financial measures where it is unable to provide a meaningful or accurate
calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of
forecasting the occurrence and the financial impact of various items that have not yet occurred, are out of Synovus’ control, or cannot be reasonably
predicted. For the same reasons, Synovus’ management is unable to address the probable significance of the unavailable information. Forward-looking
non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP
financial measures.

Table 23 - Reconciliation of Non-GAAP Financial Measures

(dollars in thousands)

Adjusted non-interest revenue

Total non-interest revenue

Gain on sale of GLOBALT

Recovery of NPA

Investment securities (gains) losses, net

Fair value adjustment on non-qualified deferred compensation

Adjusted non-interest revenue

Adjusted non-interest expense

Total non-interest expense

Loss on other loans held for sale

Restructuring (charges) reversals

Valuation adjustment to Visa derivative

Gain (loss) on early extinguishment of debt

Fair value adjustment on non-qualified deferred compensation

Adjusted non-interest expense

Adjusted revenue and adjusted tangible efficiency ratio

Adjusted non-interest expense

Amortization of intangibles

Adjusted tangible non-interest expense

Net interest income

Tax equivalent adjustment

Total non-interest revenue

Total TE revenue

Gain on sale of GLOBALT

Recovery of NPA

Investment securities (gains) losses, net

Fair value adjustment on non-qualified deferred compensation

Adjusted revenue

Efficiency ratio-TE

Adjusted tangible efficiency ratio

Adjusted return on average assets

Net income

Restructuring charges (reversals)

Valuation adjustment to Visa derivative

(Gain) loss on early extinguishment of debt

Gain on sale of GLOBALT

Recovery of NPA

Loss on other loans held for sale

Investment securities (gains) losses, net
Tax effect of adjustments(1)

Adjusted net income

Total average assets

Return on average assets

Adjusted return on average assets

50

SYNOVUS FINANCIAL CORP. - Form 10-K

Years Ended December 31,

2023

2022

$

404,010

$

409,336

(1,929)

(13,126)

76,718

(4,987)

—

—

—

4,054

$

460,686

$

413,390

$ 1,335,424

$ 1,157,506

(50,064)

(17,707)

(3,927)

5,400

(4,987)

—

9,690

(6,000)

(677)

4,054

$ 1,264,139

$ 1,164,573

$ 1,264,139

$ 1,164,573

(10,487)

(8,472)

$ 1,253,652

$ 1,816,655

4,621

404,010

$ 1,156,101

$ 1,796,900

3,927

409,336

$ 2,225,286

$ 2,210,163

(1,929)

(13,126)

76,718

(4,987)

—

—

—

4,054

$ 2,281,962

$ 2,214,217

60.01%

54.94

52.37%

52.21

$

542,141

$

757,902

17,707

3,927

(5,400)

(1,929)

(13,126)

50,064

76,718

(31,312)

(9,690)

6,000

677

—

—

—

—

733

$

638,790

$59,921,868

$

755,622

$57,610,073

0.90%

1.07

1.32%

1.31

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(dollars in thousands)

Adjusted net income available to common shareholders and adjusted net income per common
share, diluted

Net income available to common shareholders

Restructuring charges (reversals)

Valuation adjustment to Visa derivative

(Gain) loss on early extinguishment of debt

Gain on sale of GLOBALT

Recovery of NPA

Loss on other loans held for sale

Investment securities (gains) losses, net
Tax effect of adjustments(1)

Adjusted net income available to common shareholders

Weighted average common shares outstanding, diluted

Net income per common share, diluted

Adjusted net income per common share, diluted

Adjusted return on average common equity, return on average tangible common equity, and
adjusted return on average tangible common equity

Net income available to common shareholders

Restructuring charges (reversals)

Valuation adjustment to Visa derivative

(Gain) loss on early extinguishment of debt

Gain on sale of GLOBALT

Recovery of NPA

Loss on other loans held for sale

Investment securities (gains) losses, net
Tax effect of adjustments(1)

Adjusted net income available to common shareholders

Amortization of intangibles, tax effected(1)

Adjusted net income available to common shareholders excluding amortization of intangibles

Net income available to common shareholders
Amortization of intangibles, tax effected(1)

Net income available to common shareholders excluding amortization of intangibles

Total average Synovus Financial Corp. shareholders' equity less preferred stock

Average goodwill

Average other intangible assets, net

Years Ended December 31,

2023

2022

$

507,755

$

724,739

17,707

3,927

(5,400)

(1,929)

(13,126)

50,064

76,718

(31,312)

604,404

146,734

3.46

4.12

$

$

(9,690)

6,000

677

—

—

—

—

$

$

733

722,459

146,481

4.95

4.93

$

507,755

$

724,739

17,707

3,927

(5,400)

(1,929)

(13,126)

50,064

76,718

(31,312)

604,404

7,921

612,325

507,755

7,921

515,676

$

$

$

$

(9,690)

6,000

677

—

—

—

—

733

722,459

6,410

728,869

724,739

6,410

731,149

$

$

$

$

$ 4,173,417

$ 4,163,556

(471,084)

(48,812)

(452,390)

(31,317)

Total average Synovus Financial Corp. tangible shareholders' equity less preferred stock

$ 3,653,521

$ 3,679,849

Return on average common equity

Adjusted return on average common equity

Return on average tangible common equity

Adjusted return on average tangible common equity

Tangible common equity ratio

Total assets

Goodwill

Other intangible assets, net

Tangible assets

Total Synovus Financial Corp. shareholders' equity

Goodwill

Other intangible assets, net

Preferred stock, no par value

Tangible common equity

Total Synovus Financial Corp. shareholders’ equity to total assets ratio

Tangible common equity ratio

12.2%

14.5

14.1

16.8

17.4%

17.4

19.9

19.8

$59,809,534

$59,731,378

(480,440)

(45,928)

(452,390)

(27,124)

$59,283,166

$59,251,864

$ 5,119,993

$ 4,475,801

(480,440)

(45,928)

(537,145)

(452,390)

(27,124)

(537,145)

$ 4,056,480

$ 3,459,142

8.56%

6.84

7.49%

5.84

SYNOVUS FINANCIAL CORP. - Form 10-K

51

Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(dollars in thousands)

Adjusted PPNR

Net interest income

Total non-interest revenue

Total non-interest expense

Pre-provision net revenue (PPNR)

Net interest income

Taxable equivalent adjustment

TE net interest income

Total non-interest revenue

Total TE revenue

(Gain) on sale of GLOBALT

Recovery of NPA

Investment securities (gains) losses, net

Fair value adjustment on non-qualified deferred compensation

Adjusted revenue

Total non-interest expense

(Loss) gain on early extinguishment of debt

Loss on other loans held for sale

Restructuring (charges) reversals

Valuation adjustment to Visa derivative

Fair value adjustment on non-qualified deferred compensation

Adjusted non-interest expense

Adjusted revenue

Adjusted non-interest expense

Adjusted PPNR

(1)

An assumed marginal tax rate of 24.5% for 2023 and 24.3% for 2022 was applied.

Years Ended December 31,

2023

2022

$ 1,816,655

$ 1,796,900

404,010

(1,335,424)

$ 885,241

$ 1,816,655

4,621

1,821,276

$ 404,010

2,225,286

(1,929)

(13,126)

76,718

(4,987)

$ 2,281,962

$ 1,335,424

5,400

(50,064)

(17,707)

(3,927)

(4,987)

409,336

(1,157,506)

$ 1,048,730

$ 1,796,900

3,927

1,800,827

$ 409,336

2,210,163

—

—

—

4,054

$ 2,214,217

$ 1,157,506

(677)

—

9,690

(6,000)

4,054

$ 1,264,139

$ 2,281,962

(1,264,139)

$ 1,164,573

$ 2,214,217

(1,164,573)

$ 1,017,823

$ 1,049,644

52

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

Market Risk and Interest Rate Sensitivity

Market risk reflects the risk of economic loss resulting from adverse changes in market prices and interest rates. This risk of loss can be reflected in either
diminished market values within the balance sheet or reduced current and potential net income. Synovus’ most significant market risk is interest rate risk.
This risk arises primarily from Synovus’ core banking activities of extending loans and accepting deposits.

Managing interest rate risk is a primary goal of the asset liability management function. Synovus attempts to achieve consistency in net interest income
while limiting volatility arising from changes in interest rates. Synovus seeks to accomplish this goal by balancing the maturity and repricing characteristics
of assets and liabilities along with the selective use of derivative instruments. The Company manages this exposure in accordance with policies that are
established by ALCO and approved by the Risk Committee of the Board of Directors. ALCO meets periodically and has responsibility for developing asset
liability management policies, reviewing the interest rate sensitivity of Synovus, and developing and implementing strategies to improve balance sheet
structure and interest rate risk positioning.

Interest rate risk is the primary market risk to which Synovus is potentially exposed. Synovus measures the sensitivity of net interest income to changes
in market interest rates through the use of simulation modeling, which incorporates all of Synovus' earnings assets and liabilities. These simulations are
used to determine a baseline net interest income projection and the sensitivity of the income profile based on changes in interest rates. These simulations
incorporate assumptions and factors, including, but not limited to, changes in market rates, in the size or composition of the balance sheet, and in repricing
characteristics as well as client behaviors for both loans and deposits. This includes estimates for deposit repricing characteristics which, for purposes of
the sensitivity estimates provided below, relies upon a constant, through-the-cycle total deposit cost beta of approximately 40%-45% as of the most
recently reported period. The simulation modeling process is performed in a manner consistent with Synovus policies and procedures with results reviewed
on an on-going basis by ALCO and the Risk Committee of the Board of Directors.

Within this framework, Synovus has modeled its baseline net interest income forecast assuming a relatively flat interest rate environment with the federal
funds rate at the Federal Reserve's current targeted range of 5.25% to 5.50% as of December 31, 2023 and the current prime rate of 8.50% as of
December 31, 2023. Synovus has modeled the impact of an immediate change in market interest rates across the yield curve of 100 and 200 bps to
determine the sensitivity of net interest income for the next twelve months. As illustrated in the table below, the net interest income sensitivity derived from
this simulation suggests that net interest income is projected to increase by 3.7% and 1.9% if interest rates increased by 200 and 100 bps, respectively.
Net interest income is projected to decrease by 2.0% and 4.1% if interest rates decreased by 100 and 200 bps, respectively.

The following table represents the estimated sensitivity of net interest income at December 31, 2023, with comparable information for December 31, 2022.

Table 24 - Twelve Month Net Interest Income Sensitivity

Change in Interest Rates (in bps)

+200

+100

-100

-200

Estimated Change in Net Interest Income
As of December 31,

2023

3.7%

1.9%

(2.0)%

(4.1)%

2022

6.4%

3.1%

(3.5)%

(7.5)%

While all of the above estimates are reflective of the general interest rate sensitivity of Synovus, local market conditions, the realized growth and remixing
of the balance sheet, as well as the broader macroeconomic environment could all have a significant impact on the both the sensitivity and realized level
of net interest income. Additionally, should there be differences between realized deposit betas for a given level of rates as compared to the Company's
estimates for through-the-cycle betas, this may also have a significant impact on our reported sensitivity and the realized level of net interest income.

The net interest income simulation model is the primary tool utilized to evaluate potential interest rate risks over a shorter-term time horizon. Synovus also
evaluates potential longer-term interest rate risk through modeling and evaluation of the sensitivity of the Company's EVE. The EVE measurement process
estimates the net fair value of assets, liabilities, and off-balance sheet financial instruments under various interest rate scenarios. Management uses EVE
sensitivity analyses as an additional means of measuring interest rate and incorporates this form of analysis within its governance and limits framework.

Synovus is also subject to market risk in certain of its fee income business lines. Financial management services revenue, which include trust, brokerage,
and asset management fees, can be affected by risk in the securities markets, primarily the equity securities market. A significant portion of the fees in this
unit are determined based upon a percentage of asset values. Weaker securities markets and lower equity values have an adverse impact on the fees
generated by these operations. Trading account assets, maintained to facilitate brokerage client activity, are also subject to market risk; however, trading
activities are limited and subject to risk policy limits. Additionally, Synovus utilizes various tools to measure and manage price risk in its trading portfolio.

Mortgage banking income is also subject to market risk. Mortgage loan originations are sensitive to levels of mortgage interest rates and therefore,
mortgage banking income can be negatively impacted during a period of rising interest rates as we have been experiencing through-the-cycle. The
extension of commitments to clients to fund mortgage loans also subjects Synovus to market risk. This risk is primarily created by the time periods between
making the commitment, closing, and delivering the loan. Synovus seeks to minimize its exposure by utilizing various risk management tools, including
forward sales commitments and other economic hedges.

SYNOVUS FINANCIAL CORP. - Form 10-K

53

Part II
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Derivative Instruments for Interest Rate Risk Management

Synovus utilizes derivative instruments to manage its exposure to various types of structural
interest rate risks by executing end-user derivative
transactions designated as hedges. Hedging relationships may be designated as either a cash flow hedge, which mitigates risk exposure to the variability
of future cash flows or other forecasted transactions, or a fair value hedge, which mitigates risk exposure to adverse changes in the fair market value of
a fixed rate asset or liability due to changes in market interest rates.

As of December 31, 2023 and 2022, Synovus had $5.60 billion and $5.25 billion, respectively, in notional amounts outstanding of both effective and
forward-starting interest rate swaps designated as cash flow hedging instruments to hedge its exposure to contractually specified interest rate risk
associated with floating rate loans.

As of December 31, 2023 and 2022, Synovus had $2.56 billion and $2.23 billion, respectively, in notional amounts outstanding of receive-fixed,
pay-variable interest rate swaps designated as fair value hedging instruments to hedge its exposure to the change in the fair value due to fluctuations in
market interest rates for outstanding fixed-rate long-term debt and interest-bearing deposits.

54

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
Synovus Financial Corp.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Synovus Financial Corp. and subsidiaries (the Company) as of December 31, 2023
and 2022, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years
in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the
results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally
accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s
internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23, 2024 expressed an unqualified opinion
on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis
for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of the allowance for loan losses for loans held for investment evaluated on a collective basis

As discussed in Notes 1 and 3 to the consolidated financial statements, the Company’s allowance for loan losses was $479.4 million as of
December 31, 2023, a substantial portion of which relates to loans held for investment evaluated on a collective basis (the collective allowance). The
Company estimated the December 31, 2023 collective allowance on a collective (pool) basis for loans grouped with similar risk characteristics based
upon the nature of the loan type. The Company estimated the 2023 collective allowance using a discounted cash flow model for each loan group
over the contractual term of the loan, adjusted for expected prepayments and curtailments where appropriate. Such model applies the forecasted
PD, which is the probability that a borrower will default, adjusted for relevant macroeconomic factors, comprising multiple weighted scenarios
representing different plausible outcomes, and LGD, which is the estimate of the amount of net loss in the event of default to the estimated cash
flows. To the extent the estimated lives of the loans in the portfolio extend beyond the reasonable and supportable forecast of two years, the
Company reverts on a straight-line basis back to the historical loss rates over a one-year period. The resulting life-of-loan loss estimate may be
adjusted for certain quantitative and qualitative factors to address uncertainty and limitations in the quantitative model.

We identified the assessment of the December 31, 2023 collective allowance as a critical audit matter. A high degree of audit effort, including
specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment. Specifically, the assessment
encompassed the evaluation of the collective allowance methodology, including the methods and model used to estimate the inputs to the
discounted cash flow model including the forecasted PD, portfolio segmentation, the selection of the macroeconomic forecasts and the weighting
of each, the selection of macroeconomic factors, the reasonable and supportable forecast period, reversion methodology, and the historical
observation period. The assessment also included an evaluation of the significant assumption that quantitative adjustments are necessary to
address uncertainty and limitations in the quantitative model. The assessment also included an evaluation of the conceptual soundness and
performance of the forecasted PD model. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained.

SYNOVUS FINANCIAL CORP. - Form 10-K

55

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating
effectiveness of certain internal controls related to the measurement of the 2023 collective allowance estimate, including controls over the:

• development of the 2023 collective allowance methodology

• continued use and appropriateness of changes to the forecasted PD model

• identification and determination of the significant assumptions used in the forecasted PD model, portfolio segmentation, the selection of the
macroeconomic forecasts and the weighting of each, the selection of the macroeconomic factors, the reasonable and supportable forecast
period, reversion methodology, and the historical observation period

• continued use and appropriateness of changes to the quantitative adjustments necessary to address uncertainty and limitations in the quantitative

model

• conceptual soundness and performance of the forecasted PD model

• analysis of 2023 collective allowance results, trends, and ratios.

We evaluated the Company’s process to develop the 2023 collective allowance estimate by testing certain sources of data, factors, and
assumptions that the Company used, and considered the relevance and reliability of such data, factors, and assumptions. We also involved credit
risk professionals with specialized skills and knowledge who assisted in:

• evaluating the Company’s 2023 collective allowance methodology for compliance with U.S. generally accepted accounting principles

• evaluating assumptions made by the Company relative to the selection of the macroeconomic forecasts, including the appropriateness of their
weightings and selection of macroeconomic factors, and forecasted PD used in the discounted cash flow model by comparing them to relevant
Company-specific metrics and trends and relevant industry practices

• evaluating the length of the historical observation period, reasonable and supportable forecast period, and the reversion period by comparing to

specific portfolio risk characteristics and trends

• determining whether the loan portfolio is segmented by similar risk characteristics by comparing to the Company’s business environment and

relevant industry practices

• assessing the conceptual soundness and performance of the forecasted PD model by inspecting the model documentation to determine whether

the model is suitable for its intended use

• evaluating the significant assumption that quantitative adjustments are necessary to address uncertainty and limitations in the quantitative model
and the effect of the quantitative adjustments on the 2023 collective allowance compared with relevant credit risk factors, and consistency with
credit trends.

We also assessed the sufficiency of the audit evidence obtained related to the collective allowance by evaluating the:

• cumulative results of the audit procedures

• qualitative aspects of the Company’s accounting practices

• potential bias in the accounting estimates.

/s/ KPMG LLP

We have served as the Company’s auditor since 1975.
Atlanta, Georgia
February 23, 2024

56

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
Synovus Financial Corp.:

Opinion on Internal Control Over Financial Reporting

We have audited Synovus Financial Corp. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2023, based on
criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on
criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes
in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the
consolidated financial statements), and our report dated February 23, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material
effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Atlanta, Georgia
February 23, 2024

SYNOVUS FINANCIAL CORP. - Form 10-K

57

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Synovus Financial Corp.
Consolidated Balance Sheets

(in thousands, except share and per share data)

ASSETS

December 31,

2023

2022

Interest-earning deposits with banks and other cash and cash equivalents

$

2,414,103

$

1,939,413

Federal funds sold and securities purchased under resale agreements

Total cash, cash equivalents, and restricted cash

Investment securities available for sale, at fair value

Loans held for sale (includes $47,338 and $51,136, measured at fair value, respectively)

Loans, net of deferred fees and costs

Allowance for loan losses

Loans, net

Cash surrender value of bank-owned life insurance

Premises, equipment and software, net

Goodwill

Other intangible assets, net

Other assets

Total assets

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities

Deposits:

Non-interest-bearing deposits

Interest-bearing deposits

Total deposits

Federal funds purchased and securities sold under repurchase agreements

Other short-term borrowings

Long-term debt

Other liabilities

Total liabilities

Shareholders’ Equity

37,323

2,451,426

9,788,662

52,768

38,367

1,977,780

9,678,103

391,502

43,404,490

43,716,353

(479,385)

(443,424)

42,925,105

1,112,030

365,851

480,440

45,928

43,272,929

1,089,280

370,632

452,390

27,124

2,587,324

2,471,638

$

59,809,534

$

59,731,378

$

12,507,616

$

15,639,899

38,231,569

50,739,185

189,074

3,496

1,932,534

1,801,097

33,231,660

48,871,559

146,588

603,384

4,109,597

1,524,449

54,665,386

55,255,577

Preferred stock - no par value; authorized 100,000,000 shares; issued 22,000,000

537,145

537,145

Common stock - $1.00 par value; authorized 342,857,143 shares; issued 171,360,188 and
170,141,492, respectively; outstanding 146,705,330 and 145,486,634, respectively

Additional paid-in capital

Treasury stock, at cost; 24,654,858 shares

Accumulated other comprehensive income (loss), net

Retained earnings

Total Synovus Financial Corp. shareholders’ equity

Noncontrolling interest in subsidiary

Total equity

171,360

3,955,819

(944,484)

(1,117,073)

2,517,226

5,119,993

24,155

5,144,148

170,141

3,920,346

(944,484)

(1,442,117)

2,234,770

4,475,801

—

4,475,801

Total liabilities and shareholders' equity

$

59,809,534

$

59,731,378

See accompanying notes to the audited consolidated financial statements.

58

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Synovus Financial Corp.
Consolidated Statements of Income

(in thousands, except per share data)

Interest income:

Loans, including fees
Investment securities available for sale
Loans held for sale
Federal Reserve Bank balances
Other earning assets

Total interest income

Interest expense:

Deposits
Long-term debt
Federal funds purchased, securities sold under repurchase agreements,
and other borrowings

Total interest expense

Net interest income

Provision for (reversal of) credit losses

Net interest income after provision for credit losses

Non-interest revenue:

Service charges on deposit accounts
Fiduciary and asset management fees
Card fees
Brokerage revenue
Mortgage banking income
Capital markets income
Income from bank-owned life insurance
Investment securities gains (losses), net
Recovery of NPA
Other non-interest revenue

Total non-interest revenue

Non-interest expense:

Salaries and other personnel expense
Net occupancy, equipment, and software expense
Third-party processing and other services
Professional fees
FDIC insurance and other regulatory fees
Restructuring charges (reversals)
Loss on other loans held for sale
Other operating expense

Total non-interest expense

Income before income taxes

Income tax expense

Net income

Less: Net income (loss) attributable to noncontrolling interest

Net income attributable to Synovus Financial Corp.
Less: Preferred stock dividends

Net income available to common shareholders

Net income per common share, basic
Net income per common share, diluted
Weighted average common shares outstanding, basic
Weighted average common shares outstanding, diluted

See accompanying notes to the audited consolidated financial statements.

$

$

$

Years Ended December 31,

2023

2022

2021

$

2,684,762
248,294
30,092
68,289
18,921

3,050,358

1,026,755
180,670

26,278

1,233,703

1,816,655
189,079

1,627,576

90,096
78,077
72,357
83,431
15,157
32,181
31,429
(76,718)
13,126
64,874

$

1,806,060
209,951
34,037
18,117
7,622

2,075,787

187,232
79,402

12,253

278,887

1,796,900
84,553

1,712,347

93,067
78,414
61,833
67,034
17,476
26,702
29,720
—
—
35,090

1,482,567
140,077
23,809
3,777
3,113

1,653,343

74,919
45,349

128

120,396

1,532,947
(106,251)

1,639,198

86,310
77,147
51,399
56,439
54,371
26,118
38,019
(799)
—
61,062

404,010

409,336

450,066

728,378
179,581
86,649
39,854
94,737
17,707
50,064
138,454

681,710
174,730
88,617
37,189
29,083
(9,690)
—
155,867

649,426
169,222
86,688
32,785
22,355
7,223
—
132,205

1,335,424

1,157,506

1,099,904

696,162
154,021

542,141

(1,564)

543,705
35,950
507,755

3.48
3.46
146,115
146,734

$

$

964,177
206,275

757,902

—

757,902
33,163
724,739

4.99
4.95
145,364
146,481

$

$

989,360
228,893

760,467

—

760,467
33,163
727,304

4.95
4.90
147,041
148,495

SYNOVUS FINANCIAL CORP. - Form 10-K

59

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Synovus Financial Corp.
Consolidated Statements of Comprehensive Income

Years Ended December 31,

Before-
tax
Amount

2023

Income
Tax

Net of
Tax
Amount

Before-
tax
Amount

2022

Income
Tax

Net of
Tax
Amount

Before-
tax
Amount

2021

Income
Tax

Net of
Tax
Amount

$ 696,162 $ (154,021) $ 542,141 $

964,177 $ (206,275) $

757,902 $ 989,360 $ (228,893) $ 760,467

215,914

(52,101)

163,813

(1,522,047)

369,764

(1,152,283)

(234,550)

60,304

(174,246)

76,718

(18,527)

58,191

—

—

—

799

(202)

597

(in thousands)

Net
income

Unrealized gains (losses) on
investment securities available
for sale:

Net unrealized gains (losses)
arising during the period

Reclassification adjustment for
realized (gains) losses included
in net income

Net change

292,632

(70,628)

222,004

(1,522,047)

369,764

(1,152,283)

(233,751)

60,102

(173,649)

Unrealized gains (losses) on
derivative instruments
designated as cash flow
hedges:

Net unrealized gains (losses)
arising during the period

Reclassification adjustment for
realized (gains) losses included
in net income

(40,606)

9,815

(30,791)

(298,289)

72,574

(225,715)

(77,948)

20,243

(57,705)

176,442

(42,611)

133,831

24,057

(5,855)

18,202

(12,862)

3,260

(9,602)

Net change

135,836

(32,796)

103,040

(274,232)

66,719

(207,513)

(90,810)

23,503

(67,307)

Total other comprehensive
income (loss)

Comprehensive income
(loss)

Less: comprehensive
income (loss) attributable to
noncontrolling interest

Comprehensive income
(loss) attributable to
Synovus Financial Corp.

$ 428,468 $ (103,424) $ 325,044 $ (1,796,279) $ 436,483 $ (1,359,796) $ (324,561) $

83,605 $ (240,956)

867,185

(1,564)

(601,894)

—

519,511

—

$ 868,749

$

(601,894)

$ 519,511

See accompanying notes to the audited consolidated financial statements.

60

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Synovus Financial Corp.
Consolidated Statements of Changes in Shareholders' Equity

(in thousands, except per share data)
Balance at December 31, 2020
Net income
Other comprehensive income (loss), net of income
taxes
Cash dividends declared on common stock -
$1.32 per share
Cash dividends declared on preferred stock(1)
Repurchases of common stock including costs to
repurchase
Issuance of common stock for earnout payment
Restricted share unit vesting and taxes paid
related to net share settlement
Stock options exercised, net
Warrants exercised with net settlement and
common stock reissued
Share-based compensation expense
Balance at December 31, 2021
Net income
Other comprehensive income (loss), net of income
taxes
Cash dividends declared on common stock -
$1.36 per share
Cash dividends declared on preferred stock(1)
Repurchases of common stock including costs to
repurchase
Restricted share unit vesting and taxes paid
related to net share settlement
Stock options exercised, net
Share-based compensation expense
Balance at December 31, 2022
Cumulative-effect of change in accounting
principle for ASU 2023-02
Net income (loss)
Other comprehensive income (loss), net of income
taxes
Cash dividends declared on common stock -
$1.52 per share
Cash dividends declared on preferred stock(2)
Restricted share unit vesting and taxes paid
related to net share settlement
Stock options exercised, net
Share-based compensation expense
Acquisition of noncontrolling interest
Balance at December 31, 2023

Synovus Financial Corp. Shareholders' Equity
Additional
Paid-in
Capital

Treasury
Stock

AOCI

Retained
Earnings
158,635 $ 1,178,019
760,467

—

Noncontrolling
Interest
$

Total
— $ 5,161,334
760,467
—

—

—
—

—
—

—
—

(240,956)

(193,695)
(33,163)

(199,932)
5,080

(7,544)
19,110

—
—
—
26,099
— $ 5,296,800
757,902
—

$

(240,956)

—

—
—

—
—

—
—

(193,695)
(33,163)

—
—

(1,645)
—

—
—

(3)
—
(82,321) $ 1,709,980
757,902

—

Preferred
Stock

Common
Stock

$ 537,145 $ 168,133 $ 3,851,208 $ (731,806) $

—

—

—
—

—
—

—
—

—
—

—

—

—
—

—

355
896

—
—

—

—

—
—

—

—

—
—

— (199,932)
125

4,955

(6,254)
18,214

(113)
26,099

—
—

116
—

$ 537,145 $ 169,384 $ 3,894,109 $ (931,497) $

—

—

—

—
—

—

—

—

—
—

—

—

—

—
—

—

— (1,359,796)

—

— (1,359,796)

—
—

(12,987)

—
—

—

(197,762)
(33,163)

—

—
—

—

(197,762)
(33,163)

(12,987)

—
(9,877)
—
7,054
27,630
—
— $ 4,475,801

$

—
—
—

(2,187)
—
—
$ 537,145 $ 170,141 $ 3,920,346 $ (944,484) $ (1,442,117) $ 2,234,770

(8,089)
6,696
27,630

399
358
—

—
—
—

—
—
—

—
—

—

—
—

—
—

—

—
—

—
—

—

—
—

—
—

—

—
—

—
—

(297)
543,705

—
(1,564)

325,044

—

—
—

(222,329)
(35,950)

—

—
—

(297)
542,141

325,044

(222,329)
(35,950)

—
—
—
—

(2,673)
—
—
—
$ 537,145 $ 171,360 $ 3,955,819 $ (944,484) $ (1,117,073) $ 2,517,226

(8,938)
12,333
32,078
—

527
692
—
—

—
—
—
—

—
—
—
—

—
—
—
25,719

(11,084)
13,025
32,078
25,719
$ 24,155 $ 5,144,148

(1)

(2)

For the years ended December 31, 2022 and 2021, dividends per share were $1.58 and $1.47 for Series D and Series E Preferred Stock, respectively.

For the year ended December 31, 2023, dividends per share were $1.92 and $1.47 for Series D and Series E Preferred Stock, respectively.

See accompanying notes to the audited consolidated financial statements.

SYNOVUS FINANCIAL CORP. - Form 10-K

61

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Synovus Financial Corp.
Consolidated Statements of Cash Flows

(in thousands)

Operating Activities

Net income

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for (reversal of) credit losses

Depreciation, amortization, and accretion, net

Deferred income tax expense (benefit)

Originations of loans held for sale

Proceeds from sales of loans held for sale

Gain on sales of loans held for sale, net

(Increase) decrease in other assets

Increase (decrease) in other liabilities

Investment securities (gains) losses, net

Share-based compensation expense

Loss on sales of loans

Other

Years Ended December 31,

2023

2022

2021

$

542,141

$

757,902

$

760,467

189,079

93,458

16,837

84,553

69,172

10,868

(106,251)

113,552

45,000

(600,671)

(3,352,235)

(3,698,368)

945,944

3,709,022

3,749,502

(9,700)

(290,477)

244,335

76,718

32,224

50,064

(7,329)

(12,126)

(187,205)

82,957

—

27,904

—

677

(42,513)

(34,293)

(21,674)

799

27,795

—

—

Net cash provided by (used in) operating activities

1,282,623

1,191,489

794,016

Investing Activities

Net cash received (paid) for business combination and divestiture

8,359

—

—

Proceeds from maturities and principal collections of investment securities available for sale

937,967

1,973,990

3,051,158

Proceeds from sales of investment securities available for sale

Purchases of investment securities available for sale

Net proceeds from sales of loans

Purchases of loans

Net (increase) decrease in loans

Net (purchases) redemptions of Federal Reserve Bank stock

Net (purchases) redemptions of Federal Home Loan Bank stock

Net (purchases) proceeds from settlement of bank-owned life insurance policies

Net increase in premises, equipment and software

Other

1,301,520

—

565,400

(2,150,430)

(2,287,318)

(6,877,712)

1,651,154

69,784

111,168

(10,623)

(514,475)

(1,624,182)

(1,524,681)

(3,987,133)

373,964

(5,081)

15,151

128,458

(163,531)

8,773

(32,207)

10,757

9,271

(30,105)

58,884

(1,220)

(1,200)

19,045

(25,954)

25,367

Net cash provided by (used in) investing activities

323,966

(4,855,482)

(4,384,166)

Financing Activities

Net increase (decrease) in deposits

Net increase (decrease) in federal funds purchased and securities sold under repurchase
agreements

Net increase (decrease) in other short-term borrowings

Repayments and redemption of long-term debt

Proceeds from long-term debt, net

Dividends paid to common shareholders

Dividends paid to preferred shareholders

Issuances, net of taxes paid, under equity compensation plans

Repurchase of common stock

Other

Net cash provided by (used in) financing activities

Increase (decrease) in cash and cash equivalents including restricted cash

Cash, cash equivalents, and restricted cash at beginning of year

1,858,349

(531,490)

2,735,705

42,486

(599,888)

(5,404,731)

(117,545)

603,184

(700,000)

3,220,912

3,622,892

36,211

(7,520)

—

—

(216,061)

(35,950)

1,940

—

—

(196,148)

(194,677)

(33,163)

(2,823)

(33,163)

11,566

(12,987)

(199,932)

—

(1,104)

(1,132,943)

2,631,920

2,347,086

473,646

(1,032,073)

(1,243,064)

1,977,780

3,009,853

4,252,917

Cash, cash equivalents, and restricted cash at end of year

$ 2,451,426

$ 1,977,780

$ 3,009,853

62

SYNOVUS FINANCIAL CORP. - Form 10-K

(in thousands)

Supplemental Disclosures:

Income taxes paid

Interest paid

Non-cash Activities:

Settlement of acquired debt

See accompanying notes to the audited consolidated financial statements.

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Years Ended December 31,

2023

2022

2021

$

69,753

$

175,680 $

204,214

1,112,905

242,040

132,923

31,109

—

—

SYNOVUS FINANCIAL CORP. - Form 10-K

63

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Note 1 - Summary of Significant Accounting Policies

Business Operations

Synovus provides commercial and consumer banking in addition to a full suite of specialized products and services including private banking, treasury
management, wealth management, mortgage services, premium finance, asset-based lending, structured lending, capital markets, and international
banking to its clients through its wholly-owned subsidiary bank, Synovus Bank, primarily in offices located throughout Alabama, Florida, Georgia,
South Carolina and Tennessee.

In addition to our banking operations, we also provide various other financial planning and investment advisory services to our clients through direct and
indirect wholly-owned non-bank subsidiaries, including: Synovus Securities, headquartered in Columbus, Georgia, which specializes in professional
portfolio management for fixed-income securities, investment banking, the execution of securities transactions as a broker/dealer, and the provision of
individual
investment advice on equity and other securities; and Synovus Trust, headquartered in Columbus, Georgia, which provides trust, asset
management, and financial planning services.

Principles of Consolidation and Basis of Presentation

The consolidated financial statements of Synovus include the accounts of the Parent Company and its consolidated subsidiaries. All
intercompany
balances and transactions have been eliminated in consolidation. The accounting and financial reporting policies of Synovus are in accordance with GAAP
and conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. Prior period consolidated financial statements are
reclassified whenever necessary to conform to the current period presentation. No reclassifications of prior period balances were material to the
consolidated financial statements.

The Company’s consolidated financial statements include all entities in which the Company has a controlling financial interest. A VIE for which Synovus or
a subsidiary has been determined to be the primary beneficiary is also consolidated. The determination of whether a controlling financial interest exists is
based on whether a single party has both the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and
the obligation to absorb the losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Investments in VIEs
where Synovus is not the primary beneficiary are accounted for using either the proportional amortization method or equity method of accounting. The
Company uses the hypothetical liquidation at book value (HLBV) method for equity investments when the liquidation rights and priorities as defined by an
equity investment agreement differ from what is reflected by the underlying percentage ownership interests.

Investments in VIEs are included in other assets on the consolidated balance sheets, and the Company's proportionate share of income or loss is included
as either a component of income tax expense (proportional amortization method) or other non-interest revenue (equity method). The maximum potential
exposure to losses relative to investments in VIEs is generally limited to the sum of the outstanding balance, future funding commitments and any related
loans to the entity. The assessment of whether or not the Company has a controlling interest (i.e., the primary beneficiary) in a VIE is performed on an
on-going basis. Refer to ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 14 - Commitments and Contingencies’’ of this Report for
additional details regarding Synovus' involvement with VIEs.

Acquisition

Qualpay

On June 1, 2023, Synovus acquired a 60% equity interest in Qualpay, a provider of a cloud-based platform that combines a payment gateway with
merchant processing solutions, allowing merchants and independent software vendors to integrate payments into their software or websites. As part of
this acquisition, Synovus acquired three of the five seats on Qualpay's Board of Directors.

Under the terms of the agreement, Synovus acquired a controlling interest in Qualpay in exchange for $7.0 million in cash and the settlement of Qualpay's
debt to Synovus of $31.1 million. Synovus accounted for the transaction as a business combination and recorded the assets acquired, which primarily
consisted of intangible assets and goodwill, liabilities assumed, noncontrolling interest, and consideration exchanged, at their preliminary estimated fair
values on the acquisition date. Refer to ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 5 - Goodwill and Other Intangible Assets
and Note 14 - Commitments and Contingencies’’ in this Report for additional information on Qualpay. The transaction was not material to the consolidated
statements of income for the year ended December 31, 2023.

Use of Estimates

In preparing the consolidated financial statements in accordance with GAAP, management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the respective consolidated balance sheets
and the reported amounts of revenue and expense for the periods presented. Actual results could differ significantly from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the ACL, estimates of fair value, and income taxes.

Business Combinations

Assets and liabilities acquired in business combinations are recorded at their acquisition date fair values, except as provided for by the applicable
accounting guidance, with any excess recorded as goodwill. The results of operations of the acquired company are combined with Synovus’ results from
the acquisition date forward. In accordance with ASC Topic 805, Business Combinations, the Company generally records provisional amounts at the time
of acquisition based on the information available to the Company. The provisional estimates of fair values may be adjusted for a period of up to one year

64

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(‘‘measurement period’’) from the date of acquisition if new information is obtained about facts and circumstances that existed as of the acquisition date
that, if known, would have affected the measurement of the amounts recognized as of that date. Subsequent to the acquisition date, adjustments recorded
during the measurement period are recognized in the current reporting period. Acquisition costs are expensed when incurred.

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents primarily includes interest-bearing funds with Federal Reserve Bank as well as cash and due from banks, interest earning
deposits with banks, and federal funds sold and securities purchased under resale agreements, which are inclusive of any restricted cash and restricted
cash equivalents. Cash and cash equivalents included restricted cash of $69.7 million at December 31, 2023 and $66.8 million at December 31, 2022,
which were pledged to collateralize certain derivative instruments and letters of credit.

Investment Securities Available for Sale

Investment securities available for sale are carried at fair value with unrealized gains and losses, net of the related tax effect, excluded from earnings and
reported as a separate component of shareholders' equity within accumulated other comprehensive income (loss) until realized. Accrued interest
receivable on investment securities available for sale is included within other assets on the consolidated balance sheets.

When investment securities available for sale are in an unrealized loss position, Synovus performs a quarterly assessment of its available for sale debt
securities to determine if the decline in fair value of a security below its amortized cost is related to credit losses or other factors. Management considers
the extent to which fair value is less than amortized cost, the issuer of the security, any changes to the rating of the security by a rating agency, and adverse
conditions specifically related to the security, among other factors. In assessing whether credit-related impairment exists, the present value of cash flows
expected to be collected from the security is compared to the security's amortized cost. If the present value of cash flows expected to be collected is less
than the security's amortized cost basis, the difference is attributable to credit losses. For such differences, Synovus would record an ACL with an offset
to provision for credit losses. Synovus would limit the ACL recorded to the amount the security's fair value is less than the amortized cost basis.

For investment securities available for sale in an unrealized loss position, if Synovus has an intention to sell the security, or it is more likely than not that the
security will be required to be sold prior to recovery, the security is written down to its fair value. The write down is charged against the ACL, if one was
previously recorded, with any additional impairment recorded in earnings.

Interest income on securities available for sale is recorded on the accrual basis.

Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the effective interest method unless
the premium is related to callable debt securities. For these securities, the amortization period is shortened to the earliest call date.

Realized gains and losses for securities are included in investment securities gains (losses), net, on the consolidated statements of income and are derived
using the specific identification method, on a trade date basis.

Mortgage Loans Held for Sale and Mortgage Banking Income

Mortgage Loans Held for Sale

Mortgage loans held for sale are initially measured at fair value under the fair value option election with subsequent changes in fair value recognized in
mortgage banking income on the consolidated statements of income.

Mortgage Banking Income

Mortgage banking income consists primarily of origination and ancillary fees on mortgage loans originated for sale, and gains and losses from the sale of
those loans. Mortgage loans are sold servicing released, without recourse or continuing involvement, and meet ASC Topic 860, Transfers and Servicing
criteria for sale accounting.

Other Loans Held for Sale

Other loans held for sale are carried at the lower of cost or estimated fair value. See the ‘‘Fair Value Measurements and Disclosures’’ section below for
discussion of determining fair value.

Loans Held for Investment and Interest Income

Loans the Company has the intent and ability to hold for the foreseeable future are reported at principal amounts outstanding less amounts charged off,
net of deferred fees and costs, and purchase premium/discount. Interest income is recognized on a level yield basis.

Non-accrual Loans

Loans on which the accrual of interest has been discontinued are designated as non-accrual loans. Accrual of interest is discontinued on loans when
reasonable doubt exists as to the full collection of interest and principal, or when loans become contractually past due for 90 days or more as to either
interest or principal, in accordance with the terms of the loan agreement, unless they are both well-secured and in the process of collection. When a loan
is placed on non-accrual status, previously accrued and uncollected interest is reversed as an adjustment to interest income on loans. Interest payments
received on non-accrual loans are generally recorded as a reduction of principal. As payments are received on non-accruing loans, interest income can
be recognized on a cash basis; however, there must be an expectation of full repayment of the remaining recorded principal balance. The remaining portion
of this payment is recorded as a reduction to principal. Loans are generally returned to accruing status when they are brought fully current with respect to
interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest, and the
borrower has sustained repayment performance under the terms of the loan agreement for a reasonable period of time (generally six months).

SYNOVUS FINANCIAL CORP. - Form 10-K

65

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Difficulty Modifications

As described below in ‘‘Recent Accounting Pronouncements’’, Synovus adopted ASU 2022-02, effective January 1, 2023 on a prospective basis, which
eliminated the recognition and measurement of troubled debt restructurings. In accordance with ASU 2022-02, when borrowers are experiencing financial
difficulty, Synovus may make certain loan modifications as part of its loss mitigation strategies to maximize expected payment. All loan modifications,
renewals, and refinancings where borrowers are experiencing financial difficulty are evaluated for FDM classification. To be classified as an FDM, the
modifications must be in the form of providing an interest rate reduction relative to the current interest rate, principal forgiveness, or an other-than-
insignificant payment delay or extension of the maturity of the loan. An FDM is tracked for twelve months following the modification(s) granted. The effect
of these modifications is already included in the ACL because our use of a DCF model captures loan level changes including modified terms as part of the
estimation process.

Troubled Debt Restructurings

Prior to the adoption of ASU 2022-02, when borrowers were experiencing financial difficulties, Synovus would, in order to assist the borrowers in repaying
the principal and interest owed to Synovus, make certain modifications to the borrower's loan. All loan modifications, renewals, and refinances were
evaluated for TDR classification. The ALL on a TDR was measured using the same method as all other loans held for investment, except that the original
interest rate, and not the rate specified with the restructuring, was used to discount the expected cash flows. Concessions provided by Synovus in a TDR
were generally made in order to assist borrowers so that debt service was not interrupted and to mitigate the potential for loan losses. A number of factors
were reviewed when a loan was renewed, refinanced, or modified, including cash flows, collateral values, guarantees, and loan structures. Concessions
were primarily in the form of providing a below market interest rate given the borrower's credit risk to assist the borrower in managing cash flows, an
extension of the maturity of the loan generally for less than one year, or a period of time generally less than one year with a reduction of required principal
and/or interest payments (e.g., interest only for a period of time). Insignificant delays of principal and/or interest payments, or short-term deferrals, were
generally not considered to be financial concessions. Further, it was generally Synovus' practice not to defer principal and/or interest for more than
twelve months.

Non-accruing TDRs would generally be returned to accrual status if there had been a period of performance, usually at least a six-month sustained period
of repayment performance in accordance with the agreement. In the fiscal year subsequent to a loan's initial reporting as a TDR, a TDR for a borrower who
was no longer experiencing financial difficulty (as evidenced by a period of performance), which yields a market rate of interest at the time of a renewal, and
for which no principal was forgiven, was no longer considered a TDR.

Concentrations of Credit Risk

A substantial portion of the loan portfolio is secured by real estate in markets located throughout Alabama, Florida, Georgia, South Carolina, and
Tennessee. Accordingly, the ultimate collectability of a substantial portion of the loan portfolio is susceptible to changes in market conditions in these areas.

Loan Origination Fees and Costs

Loan origination fees and direct loan origination costs are deferred and amortized to net interest income over the life of the related loan or over the
commitment period as a yield adjustment.

Allowance for Credit Losses (ACL)

Synovus calculates its ACL utilizing an expected credit loss methodology (referred to as CECL). CECL requires management’s estimate of credit losses
over the full remaining expected life of loans and other financial instruments, including unfunded loan commitments, accrued interest receivable, available
for sale debt securities, and other receivables.

Allowance for Loan Losses (ALL)

The ALL on loans held for investment represents management's estimate of credit losses expected over the life of the loans included in Synovus' existing
loans held for investment portfolio. Changes to the allowance are recorded through a provision for credit losses and reduced by loans charged-off, net of
recoveries. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are
inherently uncertain.

Accrued but uncollected interest is recorded in other assets on the consolidated balance sheets. In general, the Company does not record an ACL for
accrued interest receivable as allowable per ASC 326-20-30-5A as Synovus' non-accrual policies result in the timely write-off of accrued but uncollected
interest.

Credit loss measurement

Synovus' loan loss estimation process includes procedures to appropriately consider the unique characteristics of its loan portfolio segments (C&I, CRE
and consumer). These segments are further disaggregated into loan classes, the level at which credit quality is assessed and monitored (as described in
the subsequent sections).

The ALL is measured on a collective (pool) basis when similar risk characteristics exist. Loans are grouped based upon the nature of the loan type and are
further segregated based upon the methods for risk assessment. Credit loss assumptions are primarily estimated using a DCF model applied to the
aforementioned loan groupings. This model calculates an expected life-of-loan loss percentage for each loan category by considering the forecasted PD,
which is the probability that a borrower will default, adjusted for relevant forecasted macroeconomic factors comprising multiple weighted scenarios
representing different plausible outcomes, and LGD, which is the estimate of the amount of net loss in the event of default.

Expected credit losses are estimated over the contractual term of the loan, adjusted for expected prepayments and curtailments when appropriate.

66

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

To the extent the lives of the loans in the portfolio extend beyond the period for which a reasonable and supportable forecast can be made (which is
two years for Synovus), the Company reverts, on a straight-line basis back to the historical rates over a one year period.

Life-of-loan loss percentages may also be adjusted, as necessary, for certain quantitative and qualitative factors that in management's judgment are
necessary to reflect losses expected in the portfolio. These adjustments address model risk, including economic forecast limitations, loan maturity
extensions, portfolio composition and concentrations, among others.

The above reflects the ALL estimation process for most commercial and consumer sub-pools. In some cases, Synovus may apply other acceptable loss
rate models to smaller sub-pools.

Loans that do not share risk characteristics are individually evaluated on a loan-by-loan basis with specific reserves, if any, recorded as appropriate.
Specific reserves are determined based on two methods: discounted cash flow based upon the loan's contractual effective interest rate or at the fair value
of the collateral, less costs to sell if the loan is collateral-dependent.

For individually evaluated loans, if the loan is collateral-dependent, then the fair value of the loan's collateral, less estimated selling costs, is compared to
the loan's carrying amount to determine impairment. Fair value is generally estimated using appraisals performed by a certified or licensed appraiser.
Management also considers other factors or recent developments, such as changes in absorption rates or market conditions at the time of valuation,
selling costs and anticipated sales values, taking into account management's plans for disposition, which could result in adjustments to the fair value
estimates indicated in the appraisals. The assumptions used in determining the amount of the impairment are subject to significant judgment. Use of
different assumptions, for example, changes in the fair value of the collateral or management's plans for disposition could have a significant impact on the
amount of impairment.

For individually evaluated loans, under the DCF method, resulting expected credit losses are recorded as a specific reserve with a charge-off for any portion
of the expected credit loss that is determined not to be recoverable. The reserve is reassessed each quarter and adjusted as appropriate based on
changes in estimated cash flows. Additionally, where guarantors are determined to be a source of repayment, an assessment of the guarantee is required.
This guarantee assessment would include, but not be limited to, factors such as type and feature of the guarantee, consideration for the guarantor's
financial strength and capacity to service the loan in combination with the guarantor's other financial obligations as well as the guarantor's willingness to
assist in servicing the loan.

Purchased Loans with Credit Deterioration

Purchased loans are evaluated upon acquisition in order to determine if the loan, or pool of loans, has experienced more-than-insignificant deterioration
in credit quality since origination or issuance. In the performance of this evaluation, Synovus considers migration of the credit quality of the loans at
origination in comparison to the credit quality at acquisition.

Purchased loans classified as PCD are recognized in accordance with ASC 326-20-30, whereby the amortized cost basis of the PCD asset is ‘grossed-up’
by the initial estimate of credit losses with an offset to the ALL. This acquisition date allowance has no income statement effect. Post-acquisition, any
changes in estimates of expected credit losses are recorded through the provision for credit losses. Non-credit discounts or premiums are accreted or
amortized, respectively into interest income using the interest method.

The accounting treatment for purchased loans classified as non-PCD is the same as loans held for investment as detailed in the above section.

Allowance for Credit Losses on Off-balance-sheet Credit Exposures

Synovus maintains a separate ACL for off-balance-sheet credit exposures, including unfunded loan commitments, unless the associated obligation is
unconditionally cancellable by the Company. This allowance is included in other liabilities on the consolidated balance sheets with associated expense
recognized as a component of the provision for credit losses on the consolidated statements of income. The reserve for off-balance-sheet credit exposures
considers the likelihood that funding will occur and estimates the expected credit losses on resulting commitments expected to be funded over their
estimated life using the estimated loss rates on loans held for investment.

Commercial Loans - Risk Ratings

Synovus utilizes two primary methods for risk assessment of the commercial loan portfolio: SRR Assessment and DRR Assessment. The SRR model is
an expert judgment based model that results in a blended (i.e. single) rating. DRR is a statistical model approach to risk rating that includes a PD and a
LGD. The single and dual risk ratings are based on the borrowers' credit risk profile, considering factors such as debt service history, current and estimated
prospective cash flow information, collateral supporting the credit, source of repayment as well as other variables, as appropriate.

Each loan is assigned a risk rating during its initial approval process. Commercial loans include classifications of pass, special mention, substandard,
doubtful, and loss consistent with bank regulatory classifications.

The loan rating (for both SRR and DRR loans) is subject to approvals from members of management, regional credit and/or loan committees depending
on the size of the loan and credit attributes. Loan ratings are regularly evaluated based upon annual scheduled credit reviews or on a more frequent basis
if determined prudent by management. Additionally, an independent loan review function evaluates Synovus' risk rating processes on a continuous basis.
The primary determinants of the risk ratings for commercial loans are the reliability of the primary source of repayment and the borrower's expected
performance. Expected performance is based upon a full analysis of the borrower's historical financial results, current financial strength and future
prospects, which includes any external drivers.

SYNOVUS FINANCIAL CORP. - Form 10-K

67

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consumer Loans – Risk Ratings

Consumer loans are subject to uniform lending policies and consist primarily of loans with strong borrower credit scores. Synovus makes consumer
lending decisions based upon a number of key credit risk determinants including FICO scores as well as loan-to-value and debt-to-income ratios.
Consumer loans are generally assigned a risk rating based on credit bureau scores. At 90 days past due, a loan grade substandard non-accrual is applied
and at 120 days past due, the loan is generally charged-off. The consumer loan portfolio is sent on a quarterly basis to a consumer credit reporting agency
for a refresh of clients' credit scores so that management can evaluate ongoing consistency or negative migration in the quality of the portfolio. Revolving
lines of credit are reviewed for a material change in financial circumstances and, when appropriate, the line of credit may be suspended for further
advances.

Transfers of Financial Assets

Transfers of financial assets in which Synovus has surrendered control over the transferred assets are accounted for as sales. Control over transferred
assets is considered to be surrendered when 1) the assets have been legally isolated from Synovus or any consolidated affiliates, even in bankruptcy or
other receivership, 2) the transferee has the right to pledge or exchange the assets with no conditions that constrain the transferee and provide more than
a trivial benefit to Synovus, and 3) Synovus does not maintain effective control over the transferred assets. If the transfer is accounted for as a sale, the
transferred assets are derecognized from the balance sheet and a gain or loss on sale is recognized on the consolidated statements of income. If the sale
criteria are not met, the transfer is accounted for as a secured borrowing and the transferred assets remain on Synovus' consolidated balance sheets and
the proceeds from the transaction are recognized as a liability.

Cash Surrender Value of Bank-Owned Life Insurance

Investments in bank-owned life insurance policies on certain current and former officers and employees of Synovus are recorded at the net realizable value
of the policies. Net realizable value is the cash surrender value of the policies less any applicable surrender charges and any policy loans. Synovus has not
borrowed against the cash surrender value of these policies. Changes in the cash surrender value of the policies as well as proceeds from insurance
benefits are recorded in income from bank-owned life insurance on the consolidated statements of income.

Premises, Equipment and Software

Premises, equipment and software including bank-owned branch locations and leasehold improvements are reported at cost, less accumulated
depreciation and amortization, which are computed using the straight-line method over the estimated useful lives of the related assets. Buildings and
improvements are depreciated over an average of 10 to 40 years, while furniture, equipment, and software are depreciated and amortized over a range
of 3 to 10 years. Synovus capitalizes certain costs associated with the acquisition or development of internal-use software. Once the software is ready for
its intended use, these costs are amortized on a straight-line basis over the software’s expected useful life over a range of the lesser of contract terms or
3 to 7 years. Leasehold improvements are depreciated over the shorter of the estimated useful life or the remainder of the lease term. Synovus reviews
long-lived assets, such as premises and equipment, for impairment whenever events and circumstances indicate that the carrying amount of an asset may
not be recoverable. Maintenance and repairs are charged to non-interest expense and improvements that extend the useful life of the asset are capitalized
to the asset's carrying value and depreciated.

Goodwill and Other Intangible Assets

Goodwill represents the excess purchase price over the fair value of identifiable net assets of acquired businesses. Goodwill is tested for impairment at the
reporting unit level, equivalent to a business segment or one level below. Synovus performs its annual evaluation of goodwill impairment as of October 1,
and as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Refer to
‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 5 - Goodwill and Other Intangible Assets’’ of this Report for details of the evaluation.

Other intangible assets relate primarily to a core deposit intangible, client relationships, and developed technology resulting from business acquisitions. The
core deposit intangible is amortized over its estimated useful life of approximately ten years utilizing an accelerated method. The remaining intangible
assets are amortized using straight line methods based on the remaining lives of the assets with amortization periods ranging from five to ten years.
Amortization periods for intangible assets are monitored to determine if events and circumstances require such periods to be reduced.

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be
recoverable. Recoverability of the intangible assets is measured by a comparison of the asset's carrying amount to future undiscounted cash flows
expected to be generated by the asset. Any resulting impairment is measured by the amount by which the carrying value exceeds the fair value of the asset
(based on the undiscounted cash flows expected to be generated by the asset).

Long-term Debt

Long-term debt balances are presented net of discounts and premiums, debt issuance costs that arise from the issuance of long-term debt, and the
impact of hedge accounting. Discounts, premiums and debt issuance costs are amortized using the effective interest rate method or straight-line method
(when the financial statement impacts of this method are not materially different from the former method). For additional information on hedge accounting,
refer to the Derivative Instruments section of this Note and ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 13 - Derivative
Instruments’’ of this Report.

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SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Non-interest Revenue

Synovus' contracts with clients generally do not contain terms that require significant judgment to determine the amount of revenue to recognize. Synovus'
policies for recognizing non-interest revenue within the scope of ASC Topic 606, Revenue from Contracts with Customers, including the nature and timing
of such revenue streams, are included below.

Service Charges on Deposit Accounts: Revenue from service charges on deposit accounts is earned through cash management, wire transfer, and other
deposit-related services, as well as overdraft, NSF, account management and other deposit-related fees. Revenue is recognized for these services either
over time, corresponding with deposit accounts' monthly cycle, or at a point in time for transaction-related services and fees. Payment for service charges
on deposit accounts is primarily received immediately or in the following month through a direct charge to clients' accounts.

Fiduciary and Asset Management Fees: Fiduciary and asset management fees are primarily comprised of fees earned from the management and
administration of trusts and other client assets. Synovus' performance obligation is generally satisfied over time and the resulting fees are recognized
monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days
after month-end through a direct charge to clients' accounts. Synovus does not earn performance-based incentives.

Card Fees: Card fees consist primarily of interchange fees from credit cards and debit cards processed by card association networks, as well as merchant
discounts, and other card-related services. Interchange rates are generally set by the credit card associations and based on purchase volumes and other
factors. Interchange fees and merchant discounts are recognized concurrently with the delivery of service on a daily basis as transactions occur. Payment
is typically received immediately or in the following month. Card fees are reported net of certain associated expense items including loyalty program
expense and network expense.

Brokerage Revenue: Brokerage revenue consists primarily of commissions. Additionally, brokerage revenue includes advisory fees earned from the
management of client assets. Transactional revenues are based on the size and number of transactions executed at the client's direction and are generally
recognized on the trade date with payment received on the settlement date. Advisory fees for brokerage services are recognized and collected monthly
and are based upon the month-end market value of the assets under management at a rate predetermined in the contract.

Capital Markets Income (partially within the scope of ASC Topic 606): Investment banking income, a component of capital markets income, is comprised
primarily of securities underwriting fees and remarketing fees. Synovus assists corporate clients in raising capital by offering equity or debt securities to
potential investors. The transaction fees are based on a percentage of the total transaction amount. The underwriting and remarketing fees are recognized
on the trade date when the securities are sold to third-party investors with payment received on the settlement date.

Insurance Revenue (included in other non-interest revenue on the consolidated statements of income): Insurance revenue primarily consists of
commissions received on annuity and life product sales. The commissions are recognized as revenue when the client executes an insurance policy with
the insurance carrier. In some cases, Synovus receives payment of trailing commissions each year when the client pays its annual premium.

Other Fees (included in other non-interest revenue on the consolidated statements of income): Other fees within the scope of ASC Topic 606 include
revenue generated from safe deposit box rental fees, lockbox services, loan-related income, and fees for banking-as-a-service. Fees are recognized over
time, on a monthly basis, as Synovus' performance obligation for services is satisfied. Payment is received upfront for safe deposit box rentals and in the
following month for lockbox services. Other fees are recognized in a manner that reflects the timing of when transactions occur or as services are provided.

Share Repurchases

Common stock repurchases are recorded at cost. At the date of repurchase, shareholders' equity is reduced by the repurchase price and includes
commissions and other transaction expenses that arise from the repurchases. If treasury shares are subsequently reissued, treasury stock is reduced by
the cost of such stock with differences between cost and the re-issuance date fair value recorded in additional paid-in capital or retained earnings, as
applicable.

Earnings per Share

Basic net income per common share is computed by dividing net income available to common shareholders by the average common shares outstanding
for the period. Diluted net income per common share reflects the dilution that could occur if securities or other contracts to issue common stock were
exercised or converted. The dilutive effect of outstanding options and restricted share units is reflected in diluted net income per common share, unless
the impact is anti-dilutive, by application of the treasury stock method.

Share-based Compensation

Synovus has a long-term incentive plan under which the Compensation and Human Capital Committee of the Board of Directors has the authority to grant
share-based awards to Synovus employees. The Plan permits grants of share-based compensation including stock options, restricted share units, and
performance share units. The grants generally include a service-based vesting period of three years. Restricted share units are primarily equity-based but
certain specific grants may be cash settled as well. When cash settled awards are granted, they are classified as a liability and revalued quarterly.
Performance share units are granted with a defined target level and are compared to required market and performance metrics to determine adjustments
to compensation expense. Synovus has historically issued new shares to satisfy share option exercises and share unit conversions. Dividend equivalents
are paid on outstanding restricted share units and performance share units in the form of additional restricted share units that vest over the same vesting
period or the vesting period left on the original restricted share unit grant.

Compensation expense is measured based on the grant date fair value of restricted share units and performance share units. Synovus' share-based
compensation costs associated with employee grants are recorded as a component of salaries and other personnel expense on the consolidated

SYNOVUS FINANCIAL CORP. - Form 10-K

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

statements of income. As compensation expense is recognized, a deferred tax asset is recorded that represents an estimate of the future tax deduction
from exercise or release of restrictions. At the time awards are exercised, cancelled, expire or restrictions are released, Synovus recognizes an adjustment
to income tax expense for the difference between the previously estimated tax deduction and the actual tax deduction realized.

Fair Value Measurements and Disclosures

Synovus carries various assets and liabilities at fair value based on the fair value accounting guidance under ASC Topic 820, Fair Value Measurement, and
ASC Topic 825, Financial Instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an ‘‘exit
price’’) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement
date.

Fair Value Hierarchy

Synovus determines the fair value of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the valuation hierarchy is
based upon the lowest level of input that is significant to the financial instrument's fair value measurement in its entirety. There are three levels of inputs that
may be used to measure fair value. The three levels of inputs of the valuation hierarchy are defined below:

Level 1

Level 2

Quoted prices (unadjusted) in active markets for identical assets and liabilities for the instrument or security to be valued.

Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted
prices in markets that are not active or model-based valuation techniques for which all significant assumptions are derived principally
from or corroborated by observable market data.

Level 3

Unobservable inputs that are supported by little, if any, market activity for the asset or liability.

Valuation Methodology by Instrument - Recurring Basis

The following is a description of the valuation methodologies used for the major categories of financial assets and liabilities measured at fair value on a
recurring basis.

Investment Securities Available for Sale and Trading Securities

The fair values of investment securities available for sale and trading securities are primarily based on actively traded markets where prices are based on
either quoted market prices or observed transactions. Management employs independent third-party pricing services to provide fair value estimates for
Synovus' investment securities available for sale and trading securities. Fair values for fixed income investment securities are typically determined based
upon quoted market prices, and/or inputs that are observable in the market, either directly or indirectly, for substantially similar securities. Level 1 securities
are typically exchange-quoted prices and include financial instruments such as U.S. Treasury securities and marketable equity securities. Level 2 securities
are typically matrix-priced by the third-party pricing service to calculate the fair value. Such fair value measurements consider observable data such as
market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayments speeds, credit information, and the
respective terms and conditions for debt instruments. The types of securities classified as Level 2 within the valuation hierarchy primarily consist of
collateralized mortgage obligations, mortgage-backed securities, debt securities of GSEs and agencies, corporate debt, asset-backed securities, and
state and municipal securities.

Management uses various validation procedures to confirm the prices received from pricing services are reasonable. Such validation procedures include
reference to market quotes and a review of valuations and trade activity of comparable securities. Consideration is given to the nature of the quotes (e.g.,
indicative or firm) and the relationship of recently evidenced market activity to the prices provided by the third-party pricing service. Further, management
also employs the services of an additional independent pricing firm as a means to verify and confirm the fair values of the primary independent pricing firms.

When there is limited activity or less transparency around inputs to valuation, Synovus develops valuations based on assumptions that are not readily
observable in the marketplace; these securities are classified as Level 3 within the valuation hierarchy.

Mortgage Loans Held for Sale

Synovus elected to apply the fair value option for mortgage loans originated with the intent to sell to investors in the secondary market. When loans are
not committed to an investor at a set price, fair value is derived from a hypothetical bulk sale model using current market pricing indicators. A best execution
valuation model is used for loan pricing for similar assets based upon forward settlements of a pool of loans of similar coupon, maturity, product, and credit
attributes. The inputs to the model are continuously updated with available market and historical data. As the loans are sold in the secondary market and
primarily used as collateral for securitizations, the valuation model methodology attempts to reflect the pricing execution available to Synovus’ principal
market. Mortgage loans held for sale are classified within Level 2 of the valuation hierarchy.

Other investments

Funds invested in privately held companies are classified as Level 3 and the estimated fair value of the company is the estimated fair value as an exit price
the fund would receive if it were to sell the company in the marketplace. The fair value of the fund's underlying investments is estimated through the use
of valuation models, such as option pricing or a discounted cash flow model. Synovus typically sells shares in any investment after initial public offering (IPO)
lock-up periods have ended.

70

SYNOVUS FINANCIAL CORP. - Form 10-K

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Mutual Funds

Mutual funds (including those held in rabbi trusts) primarily invest in equity and fixed income securities. Shares of mutual funds are valued based on quoted
market prices and are therefore classified within Level 1 of the fair value hierarchy.

Derivative Assets and Liabilities

Fair values of interest rate lock commitments and forward commitments are estimated based on an internally developed model that uses readily
observable market data such as interest rates, prices, and indices to generate continuous yield or pricing curves, volatility factors, and client credit-related
adjustments, subject to the anticipated loan funding probability (pull-through rate). These fair value estimates are classified as Level 2 within the valuation
hierarchy.

Fair values of interest rate swaps are determined using a discounted cash flow analysis on the expected cash flows of each derivative, which also includes
a credit value adjustment for client swaps. An independent third-party valuation is used to verify and confirm these values, which are classified as Level 2
within the fair value hierarchy.

Valuation Methodology by Instrument - Non-recurring Basis

The following is a description of the valuation methodologies used for the major categories of financial assets and liabilities measured at fair value on a
non-recurring basis.

Loans

Loans measured at fair value on a non-recurring basis consist of loans that do not share similar risk characteristics. These loans are typically
collateral-dependent loans that are valued using third-party appraised value of collateral less estimated selling price (Level 3).

Other Loans Held for Sale

Loans are transferred to other loans held for sale at amortized cost when Synovus makes the determination to sell specifically identified loans. If the
amortized cost exceeds fair value a valuation allowance is established for the difference. The fair value of the loans is primarily determined by analyzing the
anticipated market prices of similar assets less estimated costs to sell. At the time of transfer, any credit losses are determined in accordance with Synovus'
policy and recorded as a charge-off against the allowance for loan losses. Subsequent changes in the valuation allowance due to changes in the fair value
subsequent to the transfer, as well as gains/losses realized from the sale of these assets, are recorded as gains/losses on other loans held for sale, net,
as a component of non-interest expense on the consolidated statements of income (Level 3).

Other Real Estate

Other Real Estate (ORE) consists of properties obtained through a foreclosure proceeding or through an in-substance foreclosure in satisfaction of loans.
A loan is classified as an in-substance foreclosure when Synovus has taken possession of the collateral regardless of whether formal foreclosure
proceedings have taken place.

At foreclosure, ORE is recorded at fair value less estimated selling costs, which establishes a new cost basis. Subsequent to foreclosure, ORE is evaluated
quarterly and reported at fair value less estimated selling costs, not to exceed the new cost basis, determined by review of current appraisals, as well as
the review of comparable sales, contractual sales price, and other estimates of fair value obtained principally from independent sources, adjusted for
estimated selling costs (Level 3). Any adjustments are recorded as a component of other operating expense on the consolidated statements of income.

Other Assets Held for Sale

Other assets held for sale consist of certain premises and equipment held for sale. The fair value of these assets is determined primarily on the basis of
appraisals, contractual sales price, or BOV, as circumstances warrant, adjusted for estimated selling costs. Both techniques engage licensed or certified
professionals that use inputs such as absorption rates, capitalization rates, and market comparables (Level 3).

Derivative Instruments

Synovus’ risk management policies emphasize the management of interest rate risk within acceptable guidelines. Synovus’ objective in maintaining these
policies is to limit volatility in net interest income arising from changes in interest rates. Risks to be managed include both fair value and cash flow risks.
Utilization of derivative financial instruments provides a valuable tool to assist in the management of these risks.

All derivative instruments are recorded on the consolidated balance sheets at their respective fair values, net of variation margin payments, as components
of other assets and other liabilities. The accounting for changes in fair value (i.e., unrealized gains or losses) of a derivative instrument depends on whether
it qualifies and has been designated as part of a hedging relationship. Synovus formally assesses, both at the hedge’s inception and on an ongoing basis,
whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items.

Fair value hedges - If the hedged exposure is a fair value exposure, the unrealized gain or loss on the derivative instrument is recognized in earnings in the
period of change, in the same income statement line as the offsetting unrealized loss or gain on the hedged item attributable to the risk being hedged.
When a fair value hedge is discontinued, the cumulative basis adjustments related to the hedged asset or liability are amortized to earnings in the same
manner as other components of the carrying amount of that asset or liability.

Cash flow hedges - If the hedged exposure is a cash flow exposure, the effective portion of the gain or loss on the derivative instrument is reported initially
as a component of accumulated other comprehensive income (loss), net of the tax impact, and subsequently reclassified into earnings when the hedged
transaction affects earnings with the impacts recorded in the same income statement line item used to present the earnings effect of the hedged item.

SYNOVUS FINANCIAL CORP. - Form 10-K

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were
accumulated in other comprehensive income (loss) are amortized into earnings over the same periods which the hedged transactions are still expected
to affect earnings. If, however, it is probable the forecasted transactions will no longer occur, the accumulated amounts in OCI at the de-designation date
are immediately recognized in earnings.

If the derivative instrument is not designated as a hedge, the gain or loss on the derivative instrument is recognized in earnings as a component of
non-interest revenue or other non-interest expense on the consolidated statements of income in the period of change.

Synovus also holds derivative instruments, which consist of interest rate lock agreements related to expected funding of fixed-rate mortgage loans to
clients (interest rate lock commitments) and forward commitments to sell mortgage-backed securities and individual fixed-rate mortgage loans. Synovus’
objective in obtaining the forward commitments is to mitigate the interest rate risk associated with the interest rate lock commitments and the mortgage
loans that are held for sale. Both the interest rate lock commitments and the forward commitments are reported at fair value, with adjustments recorded
in current period earnings in mortgage banking income.

Synovus also enters into interest rate swap agreements to facilitate the risk management strategies of certain commercial banking clients. Synovus
mitigates this risk by entering into equal and offsetting interest rate swap agreements with highly rated third-party financial institutions. Synovus also
provides foreign currency exchange services, primarily forward contracts, with counterparties to allow commercial clients to mitigate exchange rate risk.
Synovus covers its risk by entering into an offsetting foreign currency exchange forward contract. The interest rate swap agreements are free-standing
derivatives and are recorded at fair value with any unrealized gain or loss recorded in current period earnings in non-interest revenue. These instruments,
and their offsetting positions, are recorded in other assets and other liabilities on the consolidated balance sheets.

Visa Derivative - In conjunction with the sale of Class B shares of common stock issued by Visa to Synovus as a Visa USA member, Synovus entered into
a derivative contract with the purchaser, which provides for settlements between the parties based upon a change in the ratio for conversion of Visa Class B
shares to Visa Class A shares. The conversion ratio changes when Visa deposits funds to a litigation escrow established by Visa to pay settlements for
certain litigation, for which Visa is indemnified by Visa USA members. The litigation escrow is funded by proceeds from Visa’s conversion of Class B shares.

The fair value of the derivative contract is determined based on management's estimate of the timing and amount of the Covered Litigation settlement, and
the resulting payments due to the counterparty under the terms of the contract. During the years ended December 31, 2023 and 2022, Synovus recorded
fair value adjustments of $3.9 million and $6.0 million, respectively, in other non-interest expense. Management believes that the estimate of Synovus'
exposure to the Visa indemnification including fees associated with the Visa derivative is adequate based on current information, including Visa's recent
announcements and disclosures. However, future developments in the litigation could require changes to Synovus' estimate.

Income Taxes

Synovus is a domestic corporation that files a consolidated federal income tax return with its wholly-owned subsidiaries and files state income tax returns
on a consolidated or separate entity basis with the various taxing jurisdictions based on its taxable presence. However, Synovus' Qualpay subsidiary
continues to file separate federal and state income tax returns and is not included in any of Synovus' consolidated tax filings. The current income tax
payable or receivable is an estimate of the amounts currently owed to or due from taxing authorities in which Synovus conducts business. Current income
taxes payable also reflects changes in liabilities associated with uncertain tax positions for the current and/or prior years.

Synovus uses the asset and liability method to account for future income taxes expected to be paid or received (i.e., deferred income taxes). Under this
method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
(GAAP) carrying amounts of existing assets and liabilities and their respective tax bases, including operating losses and tax credit carryforwards. The
deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in income
in the period that includes the enactment date.

A valuation allowance is required for deferred tax assets if, based on available evidence, it is more likely than not that all or some portion of the asset will
not be realized. In making this assessment, all sources of taxable income available to realize the deferred tax asset are considered, including taxable
income in prior years, future reversals of existing temporary differences, tax planning strategies, and future taxable income exclusive of reversing temporary
differences and carryforwards. The predictability that future taxable income, exclusive of reversing temporary differences, will occur is the most subjective
of these four sources. Changes in the valuation allowance are recorded through income tax expense.

Significant estimates used in accounting for income taxes relate to the valuation allowance for deferred tax assets, estimates of the realizability of deferred
tax assets including NOLs and income tax credits, the determination of taxable income, and the determination of temporary differences between book and
tax bases.

Synovus regularly evaluates its material tax positions for recognizability in its financial statements. Each tax position is evaluated under the presumption
that all positions will be examined and that tax authorities will have full knowledge of all relevant information, and whether a position can be recognized is
based solely on the technical merits of the position. Synovus performs a cumulative probability analysis and recognizes tax benefits where there is a greater
than fifty percent likelihood of the position being upheld. If, upon this evaluation, the tax benefits of a transaction do not meet this ‘more likely than not’
standard, Synovus will accrue a tax liability for the uncertain tax position or reduce a deferred tax asset for the expected tax impact of the transaction.
Events and circumstances may alter the estimates and assumptions used in the analysis of its income tax positions and, accordingly, Synovus' effective
tax rate may fluctuate in the future. Synovus recognizes accrued interest and penalties related to uncertain tax positions as a component of income tax
expense.

72

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Investments in Tax Credit Structures

Synovus invests in certain LIHTC partnerships, which are engaged in the development and operation of affordable multi-family housing pursuant to
Section 42 of the Code. Additionally, Synovus invests in certain new market tax credit partnerships pursuant to Section 45D of the Code, certain HTCs
pursuant to Section 47 of the Code, and certain ITCs pursuant to Section 48 of the Code. Synovus typically acts as a limited partner in these investments
and does not exert control over the operating or financial policies of the partnerships and as such, is not considered the primary beneficiary of the
partnership. For certain of its LIHTC investments, Synovus provides financing during the construction and development of the properties and is at risk for
the funded amount of its equity investment plus the outstanding amount of any construction loans in excess of the fair value of the collateral for the loan,
but has no obligation to fund the operations or working capital of the partnerships and is not exposed to losses beyond Synovus’ investment. Synovus
receives tax credits related to these investments, which are subject to recapture by taxing authorities based on compliance provisions required to be met
at the project level.

Synovus applies the proportional amortization method of accounting for its LIHTC and HTC partnerships. Effective January 1, 2023, upon the adoption
of ASU 2023-02, Synovus also began applying the proportional amortization method of accounting to its qualifying new market tax credit partnership.
Following Synovus' new investment in a solar energy tax credit partnership during the third quarter of 2023, Synovus made an election to apply the
proportional amortization method of accounting to qualifying solar energy tax credit partnerships. The proportional amortization method recognizes the
amortized cost of the investment as a component of income tax expense on the consolidated statements of income and as a component of operating
activities within other assets and other liabilities on the consolidated statements of cash flows. Prior to the adoption of ASU 2023-02, Synovus applied the
equity method of accounting to its new market tax credit partnership. See ‘‘Recent Accounting Pronouncements’’ below for the impact of adoption. During
the year ended December 31, 2023, Synovus recognized tax credits and other tax benefits of $81.6 million and amortization expense of $63.9 million from
LIHTC, HTC, new markets, and renewable energy tax credit investments as components of income tax expense. During the year ended December 31,
2022, Synovus recognized tax credits and other benefits of $37.5 million and amortization expense of $30.3 million from LIHTC and HTC tax credit
investments in income tax expense. During the year ended December 31, 2021 Synovus recognized tax credits and other benefits of $27.8 million and
amortization expense of $20.6 million from LIHTC tax credit investments in income tax expense. The effect of non-income-tax related items from
investments accounted for using the proportional amortization method were immaterial to the financial statements in each period.

Recent Accounting Pronouncements

The following table provides a brief description of accounting standards adopted or issued in 2023 and the estimated effect on the Company’s financial
statements.

Standard

Description

Standards Adopted (or partially adopted) in 2023

ASU 2022-02,
Financial
Instruments – Credit
Losses (Topic 326):
Troubled Debt
Restructurings and
Vintage Disclosure

In March 2022, the FASB issued ASU 2022-02 to eliminate TDR
accounting guidance while enhancing disclosure requirements
for certain loan refinancings and restructurings by creditors
when a borrower is experiencing financial difficulty. The ASU
also provides guidance for vintage table disclosures and gross
write-offs. The ASU requires an entity to disclose current-period
gross write-offs by year of origination for financing receivables
within the scope of Subtopic 326-20.

ASU 2023-02,
Accounting for
Investments in Tax
Credit Structures
Using the
Proportional
Amortization Method

In March 2023, the FASB issued ASU 2023-02, which expands
the population of investments for which an investor may elect to
apply the proportional amortization method. Under the ASU, an
investor in a tax equity investment may elect the proportional
amortization method for qualifying investments on a tax credit
program-by-program basis. To qualify for the proportional
amortization method, an investment must meet the criteria
previously applicable to LIHTC investments, as clarified by the
ASU.

January 1, 2024.
Early adoption is
permitted as of
an interim period
with
retrospective
application back
to the beginning
of the fiscal year.

Required date
of adoption

Effect on Company's
financial statements or other
significant matters

January 1, 2023

The Company adopted this
standard on January 1, 2023 on a
prospective basis. The adoption of
this standard did not have a
material impact to the
consolidated financial statements.
See Note 3, Loans and Allowance
for Loan Losses, for the required
disclosures in accordance with this
ASU.

The Company early adopted this
standard on January 1, 2023 on a
modified retrospective basis. The
adoption of this standard did not
have a material impact to the
consolidated financial statements.
The Company recognized a
cumulative effect adjustment of
$297 thousand at adoption to
decrease the beginning balance of
retained earnings as of January 1,
2023, for the difference between
the previous method used to
account for the tax equity
investment and the application of
the proportional amortization
method since the investment was
entered into.

SYNOVUS FINANCIAL CORP. - Form 10-K

73

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Standard

Description

Standards Issued But Not Yet Adopted in 2023

ASU 2023-07,
Segment Reporting
(Topic 280)
Improvements to
Reportable Segment
Disclosures

In November 2023, the FASB issued ASU 2023-07 to improve
segment reporting disclosures. The amendments in this ASU
improve financial reporting by requiring disclosure of incremental
segment information including significant segment expenses
regularly provided to the chief operating decision maker as well
as the amount and composition of other segment items on an
annual and interim basis for all public entities to enable investors
to develop more decision-useful financial analyses.
Retrospective application is required in all prior periods unless
impracticable to do so.

Required date
of adoption

January 1, 2024

ASU 2023-09,
Income Taxes (Topic
740) Improvements
to Income Tax
Disclosures

In December 2023, the FASB issued ASU 2023-09 to enhance
the transparency and decision usefulness of income tax
disclosures. The ASU addresses investor requests for more
transparency about income tax information through
improvements to income tax disclosures primarily related to the
rate reconciliation and income taxes paid information.
Retrospective application in all prior periods is permitted.

January 1, 2025

Effect on Company's
financial statements or other
significant matters

The Company will adopt the new
disclosure requirements for the
annual period beginning on
January 1, 2024 and interim
periods beginning on January 1,
2025. The Company is currently
evaluating the impact of the
incremental segment information
that will be required to be
disclosed as well as the impact to
the Segment Reporting footnote.

The Company will adopt the new
disclosures for the annual periods
beginning on January 1, 2025.
The Company is currently
evaluating the impact of the
incremental income taxes
information that will be required to
be disclosed as well as the impact
to the Income Taxes footnote.

Note 2 - Investment Securities Available for Sale

The amortized cost, gross unrealized gains and losses, and estimated fair values of investment securities available for sale at December 31, 2023 and 2022
are summarized below.

(in thousands)
U.S. Treasury securities
U.S. Government agency securities
Mortgage-backed securities issued by U.S. Government agencies
Mortgage-backed securities issued by U.S. Government sponsored
enterprises
Collateralized mortgage obligations issued by U.S. Government agencies or
sponsored enterprises
Commercial mortgage-backed securities issued by U.S. Government
agencies or sponsored enterprises
Corporate debt securities and other debt securities
Total investment securities available for sale(1)

(in thousands)
U.S. Treasury securities
U.S. Government agency securities
Mortgage-backed securities issued by U.S. Government agencies
Mortgage-backed securities issued by U.S. Government sponsored
enterprises
Collateralized mortgage obligations issued by U.S. Government agencies or
sponsored enterprises
Commercial mortgage-backed securities issued by U.S. Government
agencies or sponsored enterprises
Corporate debt securities and other debt securities
Total investment securities available for sale(1)

$

Amortized
Cost
588,082
29,993
1,021,612

December 31, 2023

Gross
Unrealized
Gains
9,547
—
2,037

$

Gross
Unrealized
Losses

$

— $

(1,053)
(97,985)

Fair Value
597,629
28,940
925,664

7,523,399

1,192

(1,094,212)

6,430,379

692,487

—

(104,892)

587,595

1,226,672
9,009
$ 11,091,254

$

18,764
—
31,540

(35,653)
(337)
$ (1,334,132)

1,209,783
8,672
$ 9,788,662

$

Amortized
Cost
515,953
52,411
904,593

December 31, 2022

Gross
Unrealized
Gains

$

— $
—
1,624

Gross
Unrealized
Losses
(44,140)
(3,613)
(113,468)

$

Fair Value
471,813
48,798
792,749

8,144,374

936

(1,250,240)

6,895,070

769,498

—

(114,371)

655,127

877,590
8,908
$ 11,273,327

—
—
2,560

(71,645)
(307)
$ (1,597,784)

805,945
8,601
$ 9,678,103

$

(1)

The amounts reported exclude accrued interest receivable on investment securities available for sale of $26.6 million and $22.7 million at December 31, 2023 and 2022, respectively, which is
presented as a component of other assets on the consolidated balance sheets. See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 6 - Other Assets’’ in this Report for more
information on other assets.

74

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

At December 31, 2023 and 2022, investment securities with a carrying value of $5.19 billion and $4.47 billion, respectively, were pledged to secure certain
deposits and other liabilities, as required by law or contractual agreements.

Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that
individual securities have been in a continuous unrealized loss position, at December 31, 2023 and 2022 are presented below.

(in thousands)

U.S. Government agency securities
Mortgage-backed securities issued by U.S.
Government agencies
Mortgage-backed securities issued by U.S.
Government sponsored enterprises
Collateralized mortgage obligations issued by U.S.
Government agencies or sponsored enterprises
Commercial mortgage-backed securities issued
by U.S. Government agencies or sponsored
enterprises
Corporate debt securities and other debt
securities
Total

(in thousands)

U.S. Treasury securities
U.S. Government agency securities
Mortgage-backed securities issued by U.S.
Government agencies
Mortgage-backed securities issued by U.S.
Government sponsored enterprises
Collateralized mortgage obligations issued by U.S.
Government agencies or sponsored enterprises
Commercial mortgage-backed securities issued
by U.S. Government agencies or sponsored
enterprises
Corporate debt securities and other debt
securities
Total

Less than 12 Months

Fair
Value

Gross
Unrealized
Losses

December 31, 2023
12 Months or Longer

Gross
Unrealized
Losses

Fair Value

$

— $

— $

28,940 $

(1,053) $

Total

Fair
Value
28,940 $

Gross
Unrealized
Losses
(1,053)

159,402

(1,268)

565,358

(96,717)

724,760

(97,985)

215,917

(1,193)

6,045,914

(1,093,019)

6,261,831

(1,094,212)

—

—

587,595

(104,892)

587,595

(104,892)

34,406

(205)

276,675

(35,448)

311,081

(35,653)

—
$ 409,725

$

—

(337)
(337)
(2,666) $ 7,513,154 $ (1,331,466) $ 7,922,879 $ (1,334,132)

8,672

8,672

Less than 12 Months

December 31, 2022
12 Months or Longer

Total

Fair
Value
139,737
28,938

$

Gross
Unrealized
Losses
(6,789)
(1,053)

$

Fair
Value
307,582 $
19,603

$

Gross
Unrealized
Losses
(37,351) $
(2,560)

Fair
Value
447,319 $
48,541

Gross
Unrealized
Losses
(44,140)
(3,613)

187,655

(5,952)

521,395

(107,516)

709,050

(113,468)

1,473,348

(120,135)

5,365,233

(1,130,105)

6,838,581

(1,250,240)

119,649

(10,311)

535,478

(104,060)

655,127

(114,371)

565,382

(29,383)

240,564

(42,262)

805,946

(71,645)

8,601
$ 2,523,310

(307)
$ (173,930)

(307)
$ 6,989,855 $ (1,423,854) $ 9,513,165 $ (1,597,784)

8,601

—

—

As of December 31, 2023, Synovus had 12 investment securities in a loss position for less than twelve months and 343 investment securities in a loss
position for twelve months or longer. As of December 31, 2023, Synovus does not intend to sell investment securities in an unrealized loss position prior
to the recovery of the unrealized loss, which may not be until maturity, and has the ability and intent to hold those securities for that period of time. See
‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies’’ of this Report for Synovus' policy
for evaluating impairment on its investment securities available for sale portfolio.

During the fourth quarter of 2023, as part of an overall strategic repositioning of the investment securities portfolio, Synovus sold at amortized cost
$1.30 billion of U.S. Treasury securities, U.S. Government agency securities, MBS issued by U.S. Government agencies, MBS issued by U.S. Government
sponsored enterprises, and Commercial MBS issued by U.S. Government agencies or sponsored enterprises, which resulted in realized net losses of
$77.7 million. Additionally, Synovus purchased $1.28 billion in principal of U.S. Treasury securities, U.S. Government agency securities, MBS issued by
U.S. Government agencies, MBS issued by U.S. Government sponsored enterprises, and Commercial MBS issued by U.S. Government agencies or
sponsored enterprises.

At December 31, 2023, no ACL was established for investment securities. Substantially all of the unrealized losses on the securities portfolio were the result
of changes in market interest rates compared to the date the securities were acquired rather than the credit quality of the issuers or underlying loans. U.S.
Treasury and agency securities and agency mortgage-backed securities are issued, guaranteed or otherwise supported by the United States government,
an agency of the United States government, or a government sponsored enterprise.

SYNOVUS FINANCIAL CORP. - Form 10-K

75

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The amortized cost and fair value by contractual maturity of investment securities available for sale at December 31, 2023 are shown below. The expected
life of MBSs or CMOs may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or
prepayment penalties. For purposes of the maturity table, MBSs and CMOs, which are not due at a single maturity date, have been classified based on
the final contractual maturity date.

(in thousands)

Amortized Cost

U.S. Treasury securities

U.S. Government agency securities

Mortgage-backed securities issued by U.S. Government agencies

Mortgage-backed securities issued by U.S. Government sponsored
enterprises

Collateralized mortgage obligations issued by U.S. Government
agencies or sponsored enterprises

Commercial mortgage-backed securities issued by U.S. Government
agencies or sponsored enterprises

Distribution of Maturities at December 31, 2023

Within
One Year

1 to 5
Years

5 to 10
Years

More Than
10 Years

Total

$ 25,688

$ 141,378

$

421,016

$

— $

588,082

—

—

—

—

29,993

65

—

50

—

3

—

29,993

1,021,544

1,021,612

11,063

7,512,336

7,523,399

10,508

681,929

692,487

66,599

545,350

597,302

17,421

1,226,672

Corporate debt securities and other debt securities

—

9,009

—

—

9,009

Total amortized cost

Fair Value

U.S. Treasury securities

U.S. Government agency securities

Mortgage-backed securities issued by U.S. Government agencies

Mortgage-backed securities issued by U.S. Government sponsored
enterprises

Collateralized mortgage obligations issued by U.S. Government
agencies or sponsored enterprises

Commercial mortgage-backed securities issued by U.S. Government
agencies or sponsored enterprises

$ 92,287

$ 725,845

$ 1,039,892

$ 9,233,230

$ 11,091,254

$ 25,688

$ 143,641

$

428,300

$

— $

597,629

—

—

—

—

28,940

63

—

49

—

3

—

925,598

28,940

925,664

10,341

6,420,038

6,430,379

10,220

577,326

587,595

67,822

544,620

582,238

15,103

1,209,783

Corporate debt securities and other debt securities

—

8,672

—

—

8,672

Total fair value

$ 93,510

$ 725,985

$ 1,031,102

$ 7,938,065

$

9,788,662

Gross gains and gross losses on sales of securities available for sale for the years ended December 31, 2023, 2022, and 2021 are presented below.

(in thousands)

Gross realized gains on sales
Gross realized losses on sales

Investment securities gains (losses), net

2023

2022

$

5,141
(81,859)
$ (76,718)

$

$

—
—
—

$

$

2021

1,191
(1,990)
(799)

76

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Note 3 - Loans and Allowance for Loan Losses

Aging and Non-Accrual Analysis

The following tables provide a summary of current, accruing past due, and non-accrual loans by portfolio class as of December 31, 2023 and 2022.

(in thousands)

Current

December 31, 2023

Accruing
30-89 Days
Past Due

Accruing
90 Days or
Greater
Past Due

Total
Accruing
Past Due

Non-
accrual
with an
ALL

Non-
accrual
without an
ALL

Total

Commercial, financial,
and agricultural

$ 14,355,414

$ 12,264

$ 1,797

$ 14,061

$

66,400

$ 23,470

$ 14,459,345

Owner-occupied

8,041,573

6,056

149

6,205

70,784

20,586

8,139,148

Total commercial and
industrial

Investment properties

1-4 family properties

Land and development

Total commercial real
estate

Consumer mortgages

Home equity

Credit cards

Other consumer loans

Total consumer

Loans, net of
deferred fees and
costs(1)

22,396,987

11,322,516

595,359

353,477

12,271,352

5,359,153

1,785,836

190,299

1,053,587

8,388,875

18,320

740

87

671

1,498

6,462

10,374

1,818

15,574

34,228

1,946

278

—

—

278

—

716

2,024

89

2,829

20,266

1,018

87

671

1,776

6,462

11,090

3,842

15,663

37,057

137,184

12,796

2,605

804

16,205

46,108

10,473

—

6,697

63,278

44,056

26,974

451

—

22,598,493

11,363,304

598,502

354,952

27,425

12,316,758

—

—

—

29

29

5,411,723

1,807,399

194,141

1,075,976

8,489,239

$ 43,057,214

$ 54,046

$ 5,053

$ 59,099

$ 216,667

$ 71,510

$ 43,404,490

(in thousands)

Current

December 31, 2022

Accruing
30-89 Days
Past Due

Accruing
90 Days or
Greater
Past Due

Total
Accruing
Past Due

Non-
accrual
with an
ALL

Non-
accrual
without an
ALL

Total

Commercial, financial,
and agricultural

$ 13,798,639

$ 15,033

$ 1,437

$ 16,470

$

48,008

$ 11,299

$ 13,874,416

Owner-occupied

8,181,649

487

—

487

9,499

605

8,192,240

Total commercial and
industrial

Investment properties

1-4 family properties

Land and development

Total commercial real
estate

Consumer mortgages

Home equity

Credit cards

Other consumer loans

Total consumer

Loans, net of
deferred fees and
costs(1)

21,980,288

11,639,614

613,049

388,098

12,640,761

5,163,417

1,742,412

200,047

1,795,799

8,901,675

15,520

1,437

16,957

57,507

960

762

77

1,799

13,969

7,795

1,843

21,269

44,876

—

—

—

210

1

1,722

3

1,936

960

762

77

1,799

14,179

7,796

3,565

21,272

46,812

1,785

2,172

1,158

5,115

36,847

6,830

—

7,220

50,897

11,904

1,688

950

—

22,066,656

11,644,047

616,933

389,333

2,638

12,650,313

—

—

—

—

—

5,214,443

1,757,038

203,612

1,824,291

8,999,384

$ 43,522,724

$ 62,195

$ 3,373

$ 65,568

$ 113,519

$ 14,542

$ 43,716,353

(1)

The amortized cost basis of loans, net of deferred fees and costs excludes accrued interest receivable of $256.3 million and $203.1 million at December 31, 2023 and 2022, respectively, which is
presented as a component of other assets on the consolidated balance sheets. See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 6 - Other Assets’’ in this Report for more
information on other assets.

SYNOVUS FINANCIAL CORP. - Form 10-K

77

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Interest income on non-accrual loans outstanding that would have been recorded if the loans had been current and performing in accordance with their
original terms was $23.0 million and $9.0 million during the years ended December 31, 2023 and 2022, respectively. Of the interest income recognized
during the years ended December 31, 2023 and 2022, cash-basis interest income was $19.8 million and $3.0 million, respectively.

Pledged Loans

Loans with carrying values of $24.31 billion and $16.09 billion, respectively, were pledged as collateral for borrowings and capacity at December 31, 2023
and 2022 respectively, to the FHLB and Federal Reserve Bank.

Portfolio Segment Risk Factors

The risk characteristics and collateral information of each portfolio segment are as follows:

Commercial and Industrial Loans - The C&I loan portfolio is comprised of general middle market and commercial banking clients across a diverse set of
industries. In accordance with Synovus' lending policy, each loan undergoes a detailed underwriting process, which incorporates uniform underwriting
standards and oversight in proportion to the size and complexity of the lending relationship. These loans are secured by collateral such as business
equipment, inventory, and real estate. Credit decisions on loans in the C&I portfolio are based on cash flow from the operations of the business as the
primary source of repayment of the debt, with underlying real estate or other collateral being the secondary source of repayment.

Commercial Real Estate Loans - CRE loans primarily consist of income-producing investment properties loans. Additionally, CRE loans include 1-4 family
properties loans as well as land and development loans. Investment properties loans consist of construction and mortgage loans for income-producing
properties and are primarily made to finance multi-family properties, hotels, office buildings, shopping centers, warehouses and other commercial
development properties. 1-4 family properties loans include construction loans to homebuilders and commercial mortgage loans related to 1-4 family
rental properties and are almost always secured by the underlying property being financed by such loans. These properties are primarily located in the
markets served by Synovus. Land and development loans include commercial and residential development as well as land acquisition loans and are
secured by land held for future development, typically in excess of one year. Properties securing these loans are substantially within markets served by
Synovus, and our preference is to obtain some level of recourse from project sponsors. Loans in this portfolio are underwritten based on the LTV of the
collateral and the capacity of the guarantor(s).

Consumer Loans - The consumer loan portfolio consists of a wide variety of loan products offered through Synovus' banking network including first and
second residential mortgages, home equity, and consumer credit card loans, as well as home improvement loans, student, and personal loans from
third-party lending (‘‘other consumer loans’’). Together, consumer mortgages and home equity comprise the majority of Synovus' consumer loans and are
secured by first and second liens on residential real estate primarily located in the markets served by Synovus. The primary source of repayment for all
consumer loans is generally the personal income of the borrower(s).

Credit Quality Indicators

The credit quality of the loan portfolio is reviewed and updated no less frequently than annually using the standard asset classification system utilized by
the federal banking agencies. These classifications are divided into three groups: Not Criticized (Pass), Special Mention, and Classified or Adverse rating
(Substandard, Doubtful, and Loss) and are defined as follows:

Pass - loans which are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to
acquire and sell in a timely manner, of any underlying collateral.

Special Mention - loans which have potential weaknesses that deserve management's close attention. These loans are not adversely classified and do not
expose an institution to sufficient risk to warrant an adverse classification.

Substandard - loans which are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Loans
with this classification are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful - loans which have all the weaknesses inherent in loans classified as Substandard with the added characteristic that the weaknesses make
collection or liquidation in full highly questionable and improbable on the basis of currently known facts, conditions, and values.

Loss - loans which are considered by management to be uncollectible and of such little value that their continuance on the institution's books as an asset,
without establishment of a specific valuation allowance or charge-off, is not warranted. Synovus fully reserves for any loans rated as Loss.

In the following tables, consumer loans are generally assigned a risk grade similar to the classifications described above; however, upon reaching 90 days
and 120 days past due, they are generally downgraded to Substandard and Loss, respectively, in accordance with the FFIEC Retail Credit Classification
Policy. Additionally, in accordance with Interagency Supervisory Guidance, the risk grade classifications of consumer loans (consumer mortgages and
home equity) secured by junior liens on 1-4 family residential properties also consider available information on the payment status of the associated senior
liens with other financial institutions.

78

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following table summarizes each loan portfolio class by regulatory risk grade and origination year as of December 31, 2023 as required by CECL.

Term Loans Amortized Cost Basis by Origination Year

Revolving Loans

December 31, 2023

(in thousands)

2023

2022

2021

2020

2019

Prior

Commercial, financial, and
agricultural

Amortized
Cost Basis

Converted
to Term
Loans

Total

Pass

$ 1,078,790 $ 1,040,742 $ 1,408,178 $ 782,069 $ 636,341 $ 1,236,433 $ 7,623,255

$ 46,908 $ 13,852,716

Special Mention

Substandard

Loss

Total commercial,
financial, and agricultural

Current YTD Period:

5,298

36,557

—

8,276

14,742

—

20,027

35,744

—

1,950

37,186

—

2,552

88,940

—

8,412

21,032

355

141,580

182,069

224

—

1,685

—

188,095

417,955

579

1,120,645

1,063,760

1,463,949

821,205

727,833

1,266,232

7,947,128

48,593

14,459,345

Gross charge-offs

9,367

3,436

8,175

19,532

1,165

2,071

30,696

203

74,645

Owner-occupied

Pass

Special Mention

Substandard

859,887

1,521,469

1,501,405

958,620

710,634

1,401,416

782,180

1,709

4,388

9,114

24,760

22,562

13,616

2,593

59,478

4,689

17,702

48,640

87,306

79,031

27,949

Total owner-occupied

865,984

1,555,343

1,537,583

1,020,691

733,025

1,537,362

889,160

Current YTD Period:

Gross charge-offs

—

—

433

6,836

1,544

2,862

—

—

—

—

—

—

7,735,611

168,338

235,199

8,139,148

11,675

Total commercial and
industrial

Current YTD Period:

1,986,629

2,619,103

3,001,532

1,841,896

1,460,858

2,803,594

8,836,288

48,593

22,598,493

Gross charge-offs

$

9,367 $

3,436 $

8,608 $

26,368 $

2,709 $

4,933 $

30,696

$

203 $

86,320

Investment properties

Pass

Special Mention

Substandard

Doubtful

Loss

Total investment
properties

Current YTD Period:

Gross charge-offs(1)

1-4 family properties

Pass

Special Mention

Substandard

593,540

3,140,041

2,863,327

1,161,697

1,052,638

1,900,744

261,737

—

2,083

—

—

1,616

4,070

—

—

169,550

41,278

—

—

—

1,455

—

—

48,429

1,622

—

—

33,903

75,850

9,714

10

—

—

—

—

595,623

3,145,727

3,074,155

1,163,152

1,102,689

2,020,221

261,737

546

7,685

5,668

3,801

1,893

22,647

3,109

167,729

142,930

119,054

31,928

29,740

55,243

42,099

3,104

1,721

947

822

—

643

184

465

—

324

311

1,212

1

45

Total 1-4 family properties

172,554

144,699

119,697

32,577

30,064

56,766

42,145

Current YTD Period:

Gross charge-offs

—

—

—

—

—

24

Land and development

Pass

Special Mention

Substandard

Total land and
development

Current YTD Period:

105,609

84,962

35,993

16,131

18,616

59,605

—

29,204

496

411

—

74

—

—

—

593

774

1,596

134,813

85,869

36,067

16,131

19,209

61,975

Gross charge-offs

—

—

—

77

—

—

—

888

—

—

888

—

Total commercial real
estate

Current YTD Period:

902,990

3,376,295

3,229,919

1,211,860

1,151,962

2,138,962

304,770

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

10,973,724

253,498

126,358

9,714

10

11,363,304

45,349

588,723

4,547

5,232

598,502

24

321,804

1,270

31,878

354,952

77

12,316,758

Gross charge-offs

$

546 $

7,685 $

5,668 $

3,878 $

1,893 $

22,671 $

3,109

$

— $

45,450

SYNOVUS FINANCIAL CORP. - Form 10-K

79

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Term Loans Amortized Cost Basis by Origination Year

Revolving Loans

December 31, 2023

(in thousands)

2023

2022

2021

2020

2019

Prior

Consumer mortgages

Pass

Substandard

Loss

757,485

784,898

1,044,442

1,219,397

410,511

1,136,541

564

—

2,810

—

5,517

15,913

—

—

9,478

—

23,662

470

Total consumer mortgages

758,049

787,708

1,049,959

1,235,310

419,989

1,160,673

Current YTD Period:

Gross charge-offs

Home equity

Pass

Substandard

Loss

Total home equity

Current YTD Period:

Gross charge-offs

Credit cards

Pass

Substandard

Loss

Total credit cards

Current YTD Period:

Gross charge-offs

Other consumer loans

Pass

Substandard

Total other consumer
loans

Current YTD Period:

Gross charge-offs(1)

—

—

—

—

—

—

—

—

—

—

—

108

251

403

402

965

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

79

—

—

—

—

—

192,217

702

1,222

194,141

7,165

134,969

181,455

219,415

114,006

28,256

112,724

277,368

573

963

3,811

1,182

568

494

192

135,542

182,418

223,226

115,188

28,824

113,218

277,560

627

6,040

24,231

3,625

1,971

2,026

2,358

Amortized
Cost Basis

Converted
to Term
Loans

35

—

—

35

5

—

—

—

—

—

Total

5,353,309

57,944

470

5,411,723

2,134

1,308,934

482,679

1,791,613

10,231

174

5,297

84

15,528

258

1,319,339

488,060

1,807,399

819

229

1,127

—

—

—

—

—

—

—

—

—

192,217

702

1,222

194,141

7,165

1,068,193

7,783

1,075,976

40,878

Total consumer

893,591

970,126

1,273,185

1,350,498

448,813

1,273,891

1,791,075

488,060

8,489,239

Current YTD Period:

Gross charge-offs

$

627 $

6,148 $

24,482 $

4,028 $

2,373 $

3,070 $

10,347 $

229 $

51,304

Loans, net of
deferred fees and
costs

Current YTD Period:

$ 3,783,210 $ 6,965,524 $ 7,504,636 $ 4,404,254 $ 3,061,633 $ 6,216,447 $10,932,133 $ 536,653 $ 43,404,490

Gross charge-offs

$

10,540 $

17,269 $

38,758 $

34,274 $

6,975 $

30,674 $

44,152 $

432 $

183,074

(1)

Includes $31.3 million in gross charge-offs related to the transfer of certain loans to held for sale that sold during 2023.

80

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Term Loans Amortized Cost Basis by Origination Year

Revolving Loans

December 31, 2022

(in thousands)

2022

2021

2020

2019

2018

Prior

Amortized
Cost Basis

Converted
to Term Loans

Total

Commercial, financial,
and agricultural

Pass

$ 1,276,814 $ 1,911,353 $ 1,009,230 $ 782,100 $ 536,001 $ 1,037,488 $ 6,862,070

$ 43,748 $ 13,458,804

Special Mention

Substandard

Loss

Total commercial,
financial, and
agricultural

Owner-occupied

4,131

13,751

—

14,289

17,780

—

12,691

38,943

—

6,637

5,716

42,773

18,405

—

—

2,777

21,418

—

81,889

131,422

277

1,710

1,003

—

129,840

285,495

277

1,294,696

1,943,422

1,060,864

831,510

560,122

1,061,683

7,075,658

46,461

13,874,416

Pass

1,537,016

1,675,524

1,137,889

909,525

664,734

1,103,500

866,920

Special Mention

Substandard

Loss

4,238

19,437

—

6,760

13,381

245

24,175

63,925

—

13,913

5,024

7,415

51,364

—

—

69,500

17,755

—

—

—

—

Total owner-occupied

1,560,691

1,695,910

1,225,989

930,853

721,122

1,190,755

866,920

—

—

—

—

—

7,895,108

123,610

173,277

245

8,192,240

Total commercial
and industrial

Investment properties

2,855,387

3,639,332

2,286,853

1,762,363

1,281,244

2,252,438

7,942,578

46,461

22,066,656

Pass

2,671,660

3,245,669

1,532,230

1,220,974

775,747

1,543,724

541,118

Special Mention

Substandard

Total investment
properties

1-4 family properties

2,379

5,973

1,550

1,455

—

176

14,570

5,908

1,688

51,767

2,388

3,931

146

20,994

2,680,012

3,248,674

1,532,406

1,237,232

833,422

1,550,043

562,258

Pass

248,418

154,181

44,032

33,246

27,053

55,543

47,732

Special Mention

Substandard

Total 1-4 family
properties

Land and
development

1

1,309

—

1,429

752

75

—

741

—

836

297

1,243

—

45

249,728

155,610

44,859

33,987

27,889

57,083

47,777

Pass

119,801

84,055

21,984

39,484

—

699

—

325

744

220

—

627

18,600

29,618

472

64,854

1,118

1,654

5,078

—

—

120,500

84,380

22,948

40,111

48,690

67,626

5,078

3,050,240

3,488,664

1,600,213

1,311,330

910,001

1,674,752

615,113

Special Mention

Substandard

Total land and
development

Total commercial
real estate

—

—

—

—

—

—

—

—

—

—

—

—

—

11,531,122

26,941

85,984

11,644,047

610,205

1,050

5,678

616,933

353,856

31,480

3,997

389,333

12,650,313

SYNOVUS FINANCIAL CORP. - Form 10-K

81

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Term Loans Amortized Cost Basis by Origination Year

Revolving Loans

December 31, 2022

(in thousands)

2022

2021

2020

2019

2018

Prior

Amortized
Cost Basis

Converted
to Term
Loans

Total

$

857,489 $ 1,188,652 $ 1,356,065 $

458,441 $

182,834 $ 1,118,686 $

143

$

— $

5,162,310

Consumer
mortgages

Pass

Substandard

Loss

Total consumer
mortgages

Home equity

Pass

Substandard

Loss

Total home equity

Credit cards

Pass

Substandard

Loss

Total credit cards

Other consumer
loans

Pass

Substandard

Loss

Total other
consumer loans

1,153

—

6,452

—

8,519

—

9,442

4

6,167

—

19,662

734

858,642

1,195,104

1,364,584

467,887

189,001

1,139,082

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

143

—

—

—

51,395

738

5,214,443

1,241,201

504,272

1,745,473

6,534

402

4,512

117

11,046

519

1,248,137

508,901

1,757,038

201,898

617

1,097

203,612

—

—

—

—

—

—

—

—

201,898

617

1,097

203,612

1,815,506

8,777

8

1,824,291

284,045

524,601

457,684

61,760

31,662

142,189

313,565

1,417

—

3,810

—

1,648

—

712

—

163

—

888

8

139

—

285,462

528,411

459,332

62,472

31,825

143,085

313,704

Total consumer

1,144,104

1,723,515

1,823,916

530,359

220,826

1,282,167

1,765,596

508,901

8,999,384

Loan, net of
deferred fees
and costs

$ 7,049,731 $ 8,851,511 $ 5,710,982 $ 3,604,052 $ 2,412,071 $ 5,209,357 $ 10,323,287

$ 555,362 $ 43,716,353

Collateral-Dependent Loans

We classify a loan as collateral-dependent when our borrower is experiencing financial difficulty, and we expect repayment to be provided substantially
through the operation or sale of collateral. Our commercial loans have collateral that is comprised of real estate and business assets. Our consumer loans
have collateral that is substantially comprised of residential real estate.

There were no significant changes in the extent to which collateral secures our collateral-dependent loans during the years ended December 31, 2023 and
2022.

Rollforward of Allowance for Loan Losses

The following tables detail the changes in the ALL by loan segment for the years ended December 31, 2023, 2022, and 2021. For the year ended
December 31, 2023, Synovus charged-off $31.3 million in previously established reserves for credit losses associated with the transfer of $1.59 billion in
loans to held for sale for the sales of medical office building loans and third-party consumer loans that both closed in 2023. For the years ended
December 31, 2022 and 2021, Synovus had no significant transfers to loans held for sale.

(in thousands)

Allowance for loan losses:

As of and For The Year Ended December 31, 2023

Commercial &
Industrial

Commercial
Real Estate

Consumer

Total

Beginning balance at December 31, 2022

$

161,550

$

143,575

$ 138,299

$ 443,424

Charge-offs

Recoveries

Provision for (reversal of) loan losses

(86,320)

16,664

127,076

(45,450)

(51,304)

(183,074)

1,273

34,360

11,795

27,867

29,732

189,303

Ending balance at December 31, 2023

$

218,970

$

133,758

$ 126,657

$ 479,385

82

SYNOVUS FINANCIAL CORP. - Form 10-K

(in thousands)

Allowance for loan losses:

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

As of and For The Year Ended December 31, 2022

Commercial &
Industrial

Commercial
Real Estate

Consumer

Total

Beginning balance at December 31, 2021

$

188,364

$

97,760

$ 141,473

$ 427,597

Charge-offs

Recoveries

Provision for (reversal of) loan losses

(42,588)

14,625

1,149

(3,102)

1,633

47,284

(38,020)

14,296

20,550

(83,710)

30,554

68,983

Ending balance at December 31, 2022

$

161,550

$

143,575

$ 138,299

$ 443,424

(in thousands)

Allowance for loan losses:

As of and For The Year Ended December 31, 2021

Commercial &
Industrial

Commercial
Real Estate

Consumer

Total

Beginning balance at December 31, 2020

$

229,555

$

130,742

$ 245,439

$ 605,736

Charge-offs

Recoveries

Provision for (reversal of) loan losses

(59,457)

9,734

8,532

(15,392)

7,444

(25,034)

(30,383)

10,266

(83,849)

(105,232)

27,444

(100,351)

Ending balance at December 31, 2021

$

188,364

$

97,760

$ 141,473

$ 427,597

The ALL of $479.4 million and the reserve for unfunded commitments of $57.2 million, which is recorded in other liabilities, comprise the total ACL of
$536.6 million at December 31, 2023. The ACL increased $35.7 million compared to the December 31, 2022 ACL of $500.9 million, which consisted of
an ALL of $443.4 million and the reserve for unfunded commitments of $57.5 million. The ACL to loans coverage ratio of 1.24% at December 31, 2023
was 9 bps higher compared to December 31, 2022. The increase in the ACL from December 31, 2022 resulted primarily from downward risk grade
migration, an increase in reserves on individually evaluated loans, and the continuation of an uncertain economic environment.

The ACL is estimated using a two-year reasonable and supportable forecast period. To the extent the lives of the loans in the portfolio extend beyond the
period for which a reasonable and supportable forecast can be made, the Company reverts on a straight-line basis back to the historical rates over a
one-year period. Synovus utilizes multiple economic forecast scenarios sourced from a reputable third-party provider that are probability-weighted
internally. The current scenarios include a consensus baseline forecast, an upside scenario reflecting an accelerated recovery, a downside scenario that reflects adverse
economic conditions, and an additional adverse scenario that assumes consistent slow growth that is less optimistic than the baseline. At December 31, 2023, the
unemployment rate is the input that most significantly impacts our estimate. The multi-scenario forecast used in our estimate includes a weighted average unemployment
rate of 4.5% over the forecast period at December 31, 2023.

Financial Difficulty Modifications

When borrowers are experiencing financial difficulty, Synovus may make certain loan modifications as part of its loss mitigation strategies to maximize
expected payment. The following table presents the amortized cost of FDM loans by loan portfolio class that were modified during the year ended
December 31, 2023.

(in thousands)

Year Ended December 31, 2023

Interest
Rate
Reduction

Term
Extension

Principal
Forgiveness
and Term
Extensions

Payment
Delay

Interest Rate
Reduction and
Term Extension

Percentage
of Total by
Financing
Class

Total

Commercial, financial, and agricultural

$

2,844 $

119,764

$

10,504

$ —

$

2,028 $

135,140

0.9%

Owner-occupied

—

23,739

—

Total commercial and industrial

2,844

143,503

10,504

Investment properties

1-4 family properties

Land and development

Total commercial real estate

Consumer mortgages

Home equity

Credit cards

Other consumer loans

Total consumer

Total FDMs

—

—

—

—

2,110

—

—

115

2,225

909

2,016

29,760

32,685

—

336

—

625

961

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

465

—

—

189

654

52,854

54,882

76,593

211,733

—

367

—

367

—

287

—

617

904

909

2,383

29,760

33,052

2,575

623

—

1,546

4,744

0.9

0.9

—

0.4

8.4

0.3

—

—

—

0.1

0.1

$

5,069 $

177,149

$

10,504

$ 654

$ 56,153 $

249,529

0.6%

SYNOVUS FINANCIAL CORP. - Form 10-K

83

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

During the year ended December 31, 2023, there were no material FDMs that subsequently defaulted. Defaults are defined as the earlier of the FDM being
placed on non-accrual status or reaching 90 days past due with respect to principal and/or interest payments. As of December 31, 2023, there were no
commitments to lend a material amount of additional funds to any borrower whose loan was classified as a FDM.

The following presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the year ended December 31,
2023.

(Dollars in thousands)

Year Ended December 31, 2023

Principal
Forgiveness and
Term Extensions

Weighted Average
Interest Rate
Reduction

Weighted Average
Term Extension
(in months)

Weighted Average
Payment Deferral
(in months)

Commercial, financial, and agricultural

$

1,200

2.4%

Owner-occupied

Investment properties

1-4 family properties

Land and development

Consumer mortgages

Home equity

Other consumer loans

—

—

—

—

—

—

—

2.3

—

0.4

—

2.3

0.5

5.7

14

10

40

12

4

—

249

62

—

—

—

—

—

6

—

2

Synovus monitors the performance of FDMs to understand the effectiveness of its modification efforts. The following table provides a summary of current,
accruing past due, and non-accrual loans on an amortized cost basis by loan portfolio class that have been modified since January 1, 2023.

(in thousands)

December 31, 2023

Accruing 30-
89 Days Past
Due

Current

Accruing 90 Days or
Greater Past Due

Non-accrual(1)

Total

Commercial, financial, and agricultural

$

123,843

$ —

$ —

$

11,297

$

135,140

Owner-occupied

Total commercial and industrial

Investment properties

1-4 family properties

Land and development

Total commercial real estate

Consumer mortgages

Home equity

Credit cards

Other consumer loans

Total consumer

Total FDMs

75,859

199,702

604

1,174

29,760

31,538

1,423

623

—

418

2,464

—

—

—

—

—

—

—

—

—

372

372

—

—

—

—

—

—

—

—

—

—

—

734

12,031

76,593

211,733

305

1,209

—

1,514

1,152

—

—

756

1,908

909

2,383

29,760

33,052

2,575

623

—

1,546

4,744

$

233,704

$ 372

$ —

$

15,453

$

249,529

(1)

Loans were on non-accrual when modified and subsequently classified as FDMs.

TDR Disclosures Prior to Adoption of ASU 2022-02

Prior to the adoption of ASU 2022-02, Synovus accounted for a modification to the contractual terms of a loan that resulted in granting concessions to
a borrower experiencing financial difficulties as a TDR. The following tables present, by concession type, the post-modification balance for loans modified
or renewed during the years ended December 31, 2022 and 2021 that were reported as accruing or non-accruing TDRs.

84

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TDRs by Concession Type

(in thousands, except contract data)

Commercial, financial, and agricultural
Owner-occupied

Total commercial and industrial

Investment properties
1-4 family properties
Land and development

Total commercial real estate

Consumer mortgages
Home equity
Other consumer loans

Total consumer

Year Ended December 31, 2022

Number of
Contracts

Below Market
Interest Rate

Other
Concessions(1)

86
29

115

7
14
4

25

10
41
15

66

$

34,518
65,956

100,474

5,026
3,850
3,168

12,044

1,176
4,836
—

6,012

$

$

1,279
3,857

5,136

6,610
—
—

6,610

266
39
605

910

Loans, net of deferred fees and costs

206

$

118,530

$

12,656

$

TDRs by Concession Type

(in thousands, except contract data)

Commercial, financial, and agricultural
Owner-occupied

Total commercial and industrial

Investment properties
1-4 family properties
Land and development

Total commercial real estate

Consumer mortgages
Home equity
Other consumer loans

Total consumer

Loans, net of deferred fees and costs

Year Ended December 31, 2021

Number of
Contracts

Below Market
Interest Rate

Other
Concessions(1)

152
24

176

9
13
8

30

18
55
103

176

382

$

12,746
5,908

18,654

3,130
1,131
1,948

6,209

2,512
4,991
435

7,938

$

$

8,096
868

8,964

—
123
60

183

1,006
258
5,720

6,984

$

32,801

$

16,131

$

Total

35,797
69,813

105,610

11,636
3,850
3,168

18,654

1,442
4,875
605

6,922
131,186(2)

Total

20,842
6,776

27,618

3,130
1,254
2,008

6,392

3,518
5,249
6,155

14,922
48,932(3)

(1) Other concessions generally include term extensions, interest only payments for a period of time, or principal forgiveness, but there was no principal forgiveness for the years ended December 31,

2022 and 2021.

(2) No charge-offs were recorded during the year ended December 31, 2022 upon restructuring of these loans.

(3) No charge-offs were recorded during the year ended December 31, 2021 upon restructuring of these loans.

For the years ended December 31, 2022 and 2021, there were five defaults with a recorded investment of $1.0 million and eight defaults with a recorded
investment of $978 thousand, respectively, on accruing TDRs restructured during the previous twelve months (defaults are defined as the earlier of the TDR
being placed on non-accrual status or reaching 90 days past due with respect to principal and/or interest payments). As of December 31, 2022 there were
no commitments to lend a material amount of additional funds to any clients whose loans were classified as TDRs.

Note 4 - Premises, Equipment and Software

Premises, equipment and software at December 31, 2023 and 2022 consist of the following:

(in thousands)

Land

Buildings and improvements

Leasehold improvements

Furniture, equipment and software

Construction in progress

Total premises, equipment and software

Less: Accumulated depreciation and amortization

Net premises, equipment and software

2023

2022

$ 92,094

$ 92,125

304,426

100,125

450,458

11,844

958,947

303,934

89,619

422,495

17,528

925,701

(593,096)

(555,069)

$ 365,851

$ 370,632

SYNOVUS FINANCIAL CORP. - Form 10-K

85

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Net premises, equipment and software included $785 thousand and $1.4 million related to net finance leases at December 31, 2023 and 2022,
respectively. Depreciation and amortization expense for the years ended December 31, 2023, 2022, and 2021 totaled $38.2 million, $42.1 million, and
$50.5 million, respectively.

Note 5 - Goodwill and Other Intangible Assets

During the first quarter of 2022, Synovus reorganized its internal management reporting structure to add an additional segment for Consumer Banking.
The Consumer Banking segment was previously included in the Community Banking segment. In connection with the reorganization, management
reallocated a portion of the Community Banking goodwill to Consumer Banking using a relative fair value approach, and no indicators of impairment were
identified.

Effective April 1, 2023, Synovus changed its internal management reporting structure to transfer Capital Markets activities and related personnel from the
Financial Management Services segment to the Wholesale Banking segment. See ‘‘Part II - Item 8. Financial Statements and Supplementary Data -
Note 17 - Segment Reporting’’ in this Report for additional information. In connection with the transfer, management reallocated a portion of the Wealth
Management goodwill that was attributable to the Financial Management Services segment to Wholesale Banking using a relative fair value approach, and
no indicators of impairment were identified.

On June 1, 2023, Synovus acquired a 60% equity interest and a majority of the Board seats in Qualpay, which constituted a business combination. In
connection with the acquisition, Synovus recorded $30.5 million of goodwill and $29.3 million of other intangible assets based on preliminary fair value
estimates of the assets acquired and liabilities assumed in the transaction. Synovus will continue to record any adjustments to the preliminary fair value
estimates in the reporting period in which the adjustments are determined upon receipt of final fair value estimates during the measurement period, which
must be within one year of the acquisition date. See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant
Accounting Policies’’ in this Report for additional information on Qualpay.

During the third quarter of 2023, Synovus sold its GLOBALT asset management firm to its management team. The divestiture resulted in a reduction in
goodwill of $2.5 million and a gain on sale of $1.9 million, representing the difference in the fair value of consideration received and assets sold, and no
indicators of impairment were identified.

Goodwill allocated to each reporting unit at December 31, 2023 and 2022 is presented as follows:

(in thousands)

Balance as of December 31, 2021

Change in goodwill from reallocation

Balance as of December 31, 2022
Changes during the period from:

Reallocation
Acquisition
Divestiture

Balance as of December 31, 2023

Wholesale
Banking
Reporting Unit

Community
Banking
Reporting Unit

Consumer
Banking
Reporting Unit

Wealth
Management
Reporting Unit

$

$

$

171,636
—
171,636

4,197
—
—
175,833

$

$

$

256,323
(114,701)
141,622

—
30,512
—
172,134

$

—
114,701
$114,701

—
—
—
$114,701

$

$

$

24,431
—
24,431

(4,197)
—
(2,462)
17,772

$

$

$

Total
Goodwill

452,390
—
452,390

—
30,512
(2,462)
480,440

Goodwill is evaluated for impairment on an annual basis or whenever an event occurs or circumstances change to indicate that it is more likely than not
that an impairment loss has been incurred (i.e., a triggering event). As of October 1, 2023, Synovus completed its annual goodwill impairment evaluation
by performing a qualitative assessment of goodwill at the reporting unit level. In performing the qualitative assessment, the Company evaluated events and
circumstances since the last impairment analysis, recent operating performance including reporting unit performance, changes in market capitalization,
changes in the business climate, company-specific factors and trends in the banking industry. The results of the qualitative assessment indicated that it
was more likely than not that the estimated fair value of each reporting unit exceeded its carrying amount as of the test date. In addition, no indicators of
impairment have been identified through December 31, 2023; therefore, a quantitative goodwill impairment test was not necessary.

The following table shows the gross carrying amount and accumulated amortization of other intangible assets as of December 31, 2023 and 2022, which
primarily consist of core deposit intangible assets. The CDI is being amortized over its estimated useful
life of approximately ten years utilizing an
accelerated method. Intangible assets resulting from the Qualpay acquisition, which primarily include client relationships, partner relationships, and
developed technology, are being amortized on a straight-line basis over their estimated useful lives ranging from five to eight years. Aggregate other
intangible assets amortization expense for the years ended December 31, 2023, 2022, and 2021 was $10.5 million, $8.5 million, and $9.5 million,
respectively, and is included in other operating expense on the consolidated statements of income.

(in thousands)

December 31, 2023

CDI
Client Relationships
Partner Relationships
Developed Technology
Other

Total other intangible assets

86

SYNOVUS FINANCIAL CORP. - Form 10-K

Gross Carrying
Amount

Accumulated
Amortization

Net Carrying
Value

$

$

57,400
22,100
4,700
11,091
3,900
99,191

$

$

(41,745)
(8,078)
(548)
(1,294)
(1,598)
(53,263)

$

$

15,655
14,022
4,152
9,797
2,302
45,928

(in thousands)

December 31, 2022

CDI
Client Relationships
Partner Relationships
Developed Technology
Other

Total other intangible assets

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Gross Carrying
Amount

Accumulated
Amortization

Net Carrying
Value

$57,400
10,800
—
—
1,700
$69,900

$(35,484)
(6,136)
—
—
(1,156)
$(42,776)

$21,916
4,664
—
—
544
$27,124

The estimated amortization expense of other intangible assets for the next five years is as follows:

(in thousands)

2024

2025

2026

2027

2028

Note 6 - Other Assets

Significant balances included in other assets at December 31, 2023 and 2022 are presented below.

(in thousands)

Investments in tax credits and CRA partnerships

Deferred tax assets

ROU assets

Accrued interest receivable

Accounts receivable

Federal Reserve Bank and FHLB Stock

Derivative asset positions

Mutual funds and mutual funds held in rabbi trusts

Prepaid expense
MPS receivable(1)

Trading securities, at fair value

Other investments

Miscellaneous other assets

Total other assets

Amortization Expense

$

11,609

10,510

9,438

8,067

3,826

2023

2022

$

638,402

$

496,527

510,442

473,028

284,112

195,921

184,944

94,903

53,742

47,471

19,300

12,898

12,560

59,601

595,317

421,481

226,209

152,460

308,321

89,815

42,659

48,152

15,320

8,295

11,172

55,910

$ 2,587,324

$ 2,471,638

(1)

See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 14 - Commitments and Contingencies’’ in this Report for more information on the MPS receivable.

As a member of the Federal Reserve System, Synovus is currently required to purchase and hold shares of capital stock in the Federal Reserve Bank of
Atlanta (recorded at amortized cost, which approximates fair value, of $133.7 million and $128.6 million at December 31, 2023 and 2022, respectively) in
an amount equal to the greater of 6% of its capital and surplus or 0.6% of deposits. As a member of the FHLB, Synovus is also required to purchase and
hold shares of capital stock in the FHLB (recorded at amortized cost, which approximates fair value, of $51.3 million and $179.7 million at December 31,
2023 and 2022, respectively) in an amount equal to its membership base investment plus an activity-based investment determined according to the level
of outstanding FHLB advances.

SYNOVUS FINANCIAL CORP. - Form 10-K

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Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Note 7 - Deposits

A summary of interest-bearing deposits at December 31, 2023 and 2022 is presented below.

(in thousands)

Interest-bearing demand deposits(1)
Money market accounts(1)

Savings accounts
Time deposits(1)

Brokered deposits

Total interest-bearing deposits

(1)

Excluding brokered deposits

2023

2022

$ 10,680,625

$ 8,721,397

12,902,294

14,830,934

1,071,258

7,534,393

6,042,999

1,416,246

2,964,078

5,299,005

$ 38,231,569

$ 33,231,660

The aggregate amount of time deposits of $250,000 or more was $3.55 billion at December 31, 2023 and $1.20 billion at December 31, 2022.

The following table presents contractual maturities of all time deposits, including brokered time deposits, at December 31, 2023.

(in thousands)

Maturing within one year

Between 1 - 2 years

2 - 3 years

3 - 4 years

4 - 5 years

Thereafter

Total

$ 9,314,075

1,078,498

342,629

23,210

19,841

4,228

$ 10,782,481

Note 8 - Other Short-term Borrowings and Long-term Debt

Other Short-term Borrowings

Other short-term borrowings at December 31, 2023 and 2022 consisted of the following:

(dollars in thousands)

FHLB advances with original maturities of one year or less

Securities sold short

Total other short-term borrowings

2023

$ —

3,496

$3,496

2022

$600,014

3,370

$603,384

The following table sets forth additional information on Synovus' other short-term borrowings for the years indicated.

(dollars in thousands)

Total balance at December 31,

Weighted average interest rate at December 31,

Maximum month-end balance during the year

Average amount outstanding during the year

Weighted average interest rate during the year

$

2023

3,496

3.88%

2022

$ 603,384

4.51%

$1,253,521

$1,705,069

528,194

4.60%

466,254

2.32%

88

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Long-term Debt

The following table presents long-term debt at December 31, 2023 and 2022 net of unamortized discounts, debt issuance costs, and the impact of hedge
accounting (refer to ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 13 - Derivative Instruments’’ of this Report for additional
information).

(dollars in thousands)

Parent Company:

5.90% Fixed-to-Fixed Rate Subordinated Notes issued February 7, 2019, due February 7, 2029, subject to
redemption prior to February 7, 2029: $300.0 million par value at issuance with semi-annual interest payments
at 5.90% for the first five years and semi-annual payments thereafter at a fixed rate of 3.379% above the 5-Year
Mid-Swap Rate as of the reset date

5.200% Senior Notes issued August 11, 2022, due August 11, 2025, subject to redemption on or after
February 11, 2023, $350.0 million par value at issuance with semi-annual interest payments in arrears and
principal to be paid at maturity

SOFR + spread of 2.06% junior subordinated debentures, due June 15, 2035, $10.0 million par value at
issuance with quarterly interest payments and principal to be paid at maturity (rate of 7.45% at December 31,
2023 and 6.57% at December 31, 2022)

Total long-term debt — Parent Company

Synovus Bank:

5.625% Senior Bank Notes issued February 15, 2023, due February 15, 2028, subject to redemption on or
after August 15, 2023, $500.0 million par value at issuance with semi-annual interest payments in arrears and
principal to be paid at maturity

4.00% Fixed-to-Fixed Rate Subordinated Bank Notes issued October 29, 2020, due October 29, 2030,
$200.0 million par value at issuance with semi-annual interest payments at 4.00% for the first five years and
semi-annual payments thereafter at a fixed rate of 3.625% above the 5-Year U.S. Treasury Rate

FHLB advances with weighted average interest rate of 5.57% at December 31, 2023 and 4.56% at
December 31, 2022

Total long-term debt — Synovus Bank

Total long-term debt

2023

2022

$

201,925

$

298,158

340,778

336,332

10,000

10,000

$

552,703

$

644,490

$

487,099

$

—

192,732

190,107

700,000

1,379,831

3,275,000

3,465,107

$ 1,932,534

$ 4,109,597

The provisions of the indentures governing Synovus’ long-term debt contain certain restrictions within specified limits on mergers, sales of all or
substantially all of Synovus' assets and limitations on sales and issuances of voting stock of subsidiaries and Synovus’ ability to pay dividends on its capital
stock if there is an event of default under the applicable indenture. As of December 31, 2023 and 2022, Synovus and its subsidiaries were in compliance
with the covenants in these agreements.

Contractual annual principal payments on long-term debt for the next five years and thereafter are shown in the following table. These maturities are based
upon the par value at December 31, 2023 of the long-term debt.

(in thousands)

2024

2025

2026

2027

2028

Thereafter

Total

Parent
Company

Synovus
Bank

$

—

$

—

$

Total

—

350,000

700,000

1,050,000

—

—

—

212,967

—

—

500,000

200,000

—

—

500,000

412,967

$ 562,967

$ 1,400,000

$ 1,962,967

SYNOVUS FINANCIAL CORP. - Form 10-K

89

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Note 9 - Shareholders' Equity and Other Comprehensive Income

The following table shows the changes in shares of preferred and common stock issued and common stock held as treasury shares for the years ended
December 31, 2023, 2022, and 2021.

(shares in thousands)

Series D
Preferred
Stock Issued

Series E
Preferred
Stock Issued

Total
Preferred
Stock Issued

Common
Stock Issued

Treasury
Stock Held

Common
Stock
Outstanding

Balance at December 31, 2020

8,000

14,000

22,000

168,133

20,093

148,040

Warrants exercised and common stock
reissued

Common stock reissued for earnout
payment

Restricted share unit activity

Stock options exercised

Repurchase of common stock

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

355

896

—

Balance at December 31, 2021

8,000

14,000

22,000

169,384

Restricted share unit activity

Stock options exercised

Repurchase of common stock

—

—

—

—

—

—

—

—

—

399

358

—

(3)

(125)

—

—

4,409

24,374

—

—

281

3

125

355

896

(4,409)

145,010

399

358

(281)

Balance at December 31, 2022

8,000

14,000

22,000

170,141

24,655

145,486

Restricted share unit activity

Stock options exercised

—

—

—

—

—

—

527

692

—

—

527

692

Balance at December 31, 2023

8,000

14,000

22,000

171,360

24,655

146,705

Preferred Stock

The following table presents a summary of preferred stock as of December 31, 2023, 2022, and 2021.

Series D

Series E

Issuance
Date

Public Offering
Amount

Net
Proceeds

Earliest
Redemption Date

Liquidation
Preference

June 21, 2018

$200.0 million

$195.1 million

June 21, 2023

$25 per share

July 1, 2019

$350.0 million

$342.0 million

July 1, 2024

$25 per share

Dividends, as declared, on Series D Preferred Stock were paid quarterly at a rate per annum equal to 6.300% for each dividend period from the original
issue date to, but excluding, June 21, 2023. From and including June 21, 2023, the dividend rate was a floating rate equal to the three-month LIBOR plus
a spread of 3.352% per annum. Dividends declared beyond June 30, 2023 are determined based on the floating rate index terms as described in the
issuance documentation. As calculation agent, Synovus uses three-month term SOFR plus a spread of 3.614% per annum.

Dividends, as declared, on Series E Preferred Stock will be paid quarterly at a rate per annum equal to 5.875% for each dividend period from the original
issue date to, but excluding, July 1, 2024. From and including July 1, 2024, the dividend rate will change and reset every five years on July 1 at a rate equal
to the five-year U.S. Treasury Rate plus 4.127% per annum.

Dividends on all series of preferred stock are non-cumulative and, if declared, will accrue and be payable in arrears, quarterly. All series of preferred stock
are redeemable at Synovus' option in whole or in part, from time to time, on the earliest redemption date or any subsequent reset date, or in whole but not
in part, at any time within 90 days following a regulatory capital treatment event, in each case, at a redemption price equal to $25 per share, plus any
declared and unpaid dividends, without accumulation of any undeclared dividends. All series of preferred stock have no preemptive or conversion rights.
Except in limited circumstances, all series of preferred stock do not have any voting rights.

Common Stock

Repurchases of Common Stock

During 2023, Synovus did not repurchase any common stock. The Company announced on January 18, 2024 that its Board of Directors authorized share
repurchases of up to $300 million of common stock and $50 million of preferred stock in 2024. Subsequent to year-end, through February 20, 2024,
Synovus repurchased $29.9 million, or 800 thousand shares, of common stock via open market transactions.

During 2022, Synovus repurchased $13.0 million, or 281 thousand shares, of common stock through open market transactions under the share
repurchase program announced on January 20, 2022.

During 2021, Synovus repurchased $199.9 million, or 4.4 million shares, of common stock through open market transactions under the share repurchase
program announced on January 26, 2021.

90

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Accumulated Other Comprehensive Income (Loss)

The following table illustrates activity within the balances in AOCI by component, and is shown for the years ended December 31, 2023, 2022, and 2021.

Changes in Accumulated Other Comprehensive Income (Loss) by Component (Net of Income Taxes)

(in thousands)

Balance at December 31, 2020

Other comprehensive income (loss) before reclassifications

Amounts reclassified from AOCI

Net current period other comprehensive income (loss)

Balance at December 31, 2021

Other comprehensive income (loss) before reclassifications

Amounts reclassified from AOCI

Net current period other comprehensive income (loss)

Balance at December 31, 2022

Other comprehensive income (loss) before reclassifications

Amounts reclassified from AOCI

Net current period other comprehensive income (loss)

Balance at December 31, 2023

Net Unrealized
Gains (Losses) on
Investment
Securities Available
for Sale(1)

Net Unrealized
Gains (Losses) on
Cash Flow
Hedges(1)

Total

$

$

$

$

105,669

$

52,966

$

158,635

(174,246)

597

(173,649)

(57,705)

(9,602)

(67,307)

(231,951)

(9,005)

(240,956)

(67,980)

$

(14,341)

$

(82,321)

(1,152,283)

—

(1,152,283)

(225,715)

18,202

(207,513)

(1,377,998)

18,202

(1,359,796)

(1,220,263)

$

(221,854)

$

(1,442,117)

163,813

58,191

222,004

(30,791)

133,831

103,040

133,022

192,022

325,044

(998,259)

$

(118,814)

$

(1,117,073)

(1)

For December 31, 2022, 2021, and 2020, the ending balance in net unrealized gains (losses) on investment securities available for sale and cash flow hedges includes unrealized losses
of $13.3 million and $12.1 million, respectively, related to residual tax effects remaining in OCI due to previously established deferred tax asset valuation allowances in 2010 and 2011.
For December 31, 2023 the ending balance in net unrealized gains (losses) on investment securities available for sale and cash flow hedges includes unrealized losses of $16.4 million
and $12.7 million, respectively, related to residual tax effects remaining in OCI primarily due to previously established deferred tax asset valuation allowances in 2010 and 2011 and state
rate changes. In accordance with ASC 740-20-45-11(b), under the portfolio approach, these unrealized losses are realized at the time the entire portfolio is sold or disposed.

Note 10 - Regulatory Capital

Synovus and Synovus Bank are each subject to regulatory capital requirements administered by the federal banking agencies under Basel III. Failure to
meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could
have a direct material effect on the consolidated financial statements. Specific capital levels that involve quantitative measures of both on- and off-balance
sheet items as calculated under regulatory capital guidelines must be met. Capital amounts and classification are also subject to qualitative judgments by
the regulators about components, risk weightings, and other factors. Additionally, regulatory capital rules include a capital conservation buffer of 2.5% that
is added on top of each of the minimum risk-based capital ratios in order to avoid restrictions on capital distributions and discretionary bonuses. Based
on internal capital analyses and earnings projections, Synovus' and Synovus Bank’s capital positions are each adequate to meet regulatory minimum
capital requirements inclusive of the capital conservation buffer.

Synovus Bank is also required to maintain certain capital levels, and not be subject to any written agreement, order, capital directive, or prompt corrective
action directive requiring it to meet and maintain a specific capital level for any capital measure, in order to be considered a well-capitalized institution as
defined by federal prompt corrective action banking regulations.

SYNOVUS FINANCIAL CORP. - Form 10-K

91

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following table summarizes regulatory capital information at December 31, 2023 and 2022 for Synovus and Synovus Bank.

(dollars in thousands)

Synovus Financial Corp.

CET1 capital

Tier 1 risk-based capital

Total risk-based capital

CET1 capital ratio

Tier 1 risk-based capital ratio

Total risk-based capital ratio

Leverage ratio

Synovus Bank

CET1 capital

Tier 1 risk-based capital

Total risk-based capital

CET1 capital ratio

Tier 1 risk-based capital ratio

Total risk-based capital ratio

Leverage ratio

Actual Capital

Minimum Requirement For
Capital Adequacy(1)

To Be Well-Capitalized
Under Prompt Corrective
Action Provisions(2)

2023

2022

2023

2022

2023

2022

$5,206,521

$4,926,194

$2,291,552

$2,302,824

5,743,666

6,654,224

5,463,339

6,415,681

3,055,403

4,073,871

3,070,432

4,093,909

10.22%

9.63%

4.50%

4.50%

11.28

13.07

9.49

10.68

12.54

9.07

6.00

8.00

4.00

6.00

8.00

4.00

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

$5,559,624

$5,446,703

$2,288,092

$2,300,126

$3,305,022

$3,322,404

5,559,624

6,249,947

5,446,703

6,079,152

3,050,789

4,067,719

3,066,835

4,089,113

4,067,719

5,084,649

4,089,113

5,111,391

10.93%

10.66%

4.50%

4.50%

6.50%

6.50%

10.93

12.29

9.21

10.66

11.89

9.06

6.00

8.00

4.00

6.00

8.00

4.00

8.00

10.00

5.00

8.00

10.00

5.00

(1)

The additional capital conservation buffer in effect is 2.5%.

(2)

The prompt corrective action provisions are applicable at the bank level only.

Note 11 - Net Income Per Common Share

The following table displays a reconciliation of the information used in calculating basic and diluted net income per common share for the years ended
December 31, 2023, 2022, and 2021. Diluted net income per common share incorporates the potential impact of contingently issuable shares, including
awards which require future service as a condition of delivery of the underlying common stock.

(in thousands, except per share data)

Basic Net Income Per Common Share:

Net income available to common shareholders

Weighted average common shares outstanding

Net income per common share, basic

Diluted Net Income Per Common Share:

Net income available to common shareholders

Weighted average common shares outstanding

Effect of dilutive outstanding equity-based awards, warrants, and earnout payments

Weighted average diluted common shares

Net income per common share, diluted

Years Ended December 31,

2023

2022

2021

$507,755

$724,739

$727,304

146,115

145,364

147,041

$

3.48

$

4.99

$

4.95

$507,755

$724,739

$727,304

146,115

619

146,734

145,364

1,117

146,481

147,041

1,454

148,495

$

3.46

$

4.95

$

4.90

For the year ended December 31, 2023, there were 272 thousand of potentially dilutive shares related to stock options to purchase shares of common
stock that were outstanding but were not included in the computation of diluted net income per common share because the effect would have been
anti-dilutive. For both the years ended December 31, 2022 and 2021, there were 21 thousand of potentially dilutive shares related to stock options to
purchase shares of common stock that were outstanding but were not included in the computation of diluted net income per common share because the
effect would have been anti-dilutive.

Note 12 - Fair Value Accounting

Fair value accounting guidance defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability (an ‘‘exit price’’)
in the principal or most advantageous market available to the entity in an orderly transaction between market participants, on the measurement date. See
‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies’’ of this Report for a description of
how fair value measurements are determined.

92

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents all financial instruments measured at fair value on a recurring basis as of December 31, 2023 and 2022.

December 31, 2023

December 31, 2022

Level 1

Level 2

Level 3

Total Assets
and
Liabilities
at Fair
Value

Level 1

Level 2

Level 3

Total Assets
and
Liabilities
at Fair
Value

(in thousands)

Assets

Trading securities:

Collateralized mortgage
obligations issued by U.S.
Government sponsored
enterprises

Other mortgage-backed
securities

State and municipal securities

Asset-backed securities

U.S. Government agency
securities

Mortgage-backed securities
issued by U.S. Government
agencies

Mortgage-backed securities
issued by U.S. Government
sponsored enterprises

Collateralized mortgage
obligations issued by U.S.
Government agencies or
sponsored enterprises

Commercial mortgage-backed
securities issued by U.S.
Government agencies or
sponsored enterprises

Corporate debt securities and
other debt securities

Total investment securities
available for sale

Total trading securities

$

— $

12,898

$

Investment securities available for
sale:

U.S. Treasury securities

$597,629

$

— $

$

— $

2,910

$

—

—

—

2,149

—

7,839

—

28,940

—

925,664

—

—

—

—

—

—

—

—

$

2,910

$

— $

2,991

$

2,149

—

7,839

—

—

—

3,185

48

2,071

$

12,898

$

— $

8,295

$

$ 597,629

$471,813

$

— $

28,940

—

48,798

925,664

—

792,749

—

—

—

—

—

—

—

—

$

2,991

3,185

48

2,071

8,295

$

$ 471,813

48,798

792,749

—

6,430,379

—

6,430,379

—

6,895,070

—

6,895,070

—

587,595

—

587,595

—

655,127

—

655,127

—

—

1,209,783

8,672

$597,629

$9,191,033

—

—

—

—

$

$

1,209,783

8,672

—

—

805,945

8,601

$9,788,662

$471,813

$9,206,290

$

47,338

$

— $

51,136

$

$

—

—

—

—

805,945

8,601

$9,678,103

$

51,136

12,560

12,560

—

11,172

11,172

53,742

94,903

42,659

—

89,815

—

—

Mortgage loans held for sale

$

— $

47,338

Other investments

Mutual funds and mutual funds
held in rabbi trusts

—

53,742

—

—

Derivative assets

Liabilities

—

94,903

Securities sold short

$ 3,496

$

— $

Mutual fund held in rabbi trusts
Derivative liabilities(1)

38,735

—

—

259,650

$

3,496

$ 3,370

$

— $

38,735

27,944

—

259,650

—

339,227

(1)

Excludes from Level 3 the Visa derivative of $589 thousand and $3.5 million at December 31, 2023 and 2022, respectively. See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 1
- Summary of Significant Accounting Policies’’ in this Report for discussion of fair value accounting related to this in the Derivative Instruments section.

SYNOVUS FINANCIAL CORP. - Form 10-K

93

—

—

—

—

—

42,659

89,815

$

3,370

27,944

339,227

—

—

—

—

—

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Fair Value Option

Synovus has elected the fair value option for mortgage loans held for sale primarily to ease the operational burden required to maintain hedge accounting
for these loans. Synovus is still able to achieve effective economic hedges on mortgage loans held for sale without the time and expense needed to manage
a hedge accounting program.

The following table summarizes the difference between the fair value and the UPB of mortgage loans held for sale and the changes in fair value of these
loans. An immaterial portion of these changes in fair value was attributable to instrument-specific credit risk.

(in thousands)

Changes in fair value included in net income:

Mortgage loans held for sale

Mortgage loans held for sale:

Fair value

Unpaid principal balance

Fair value less aggregate unpaid principal balance

Years Ended December 31,

2023

2022

2021

$

839

$ (1,541)

$

(3,942)

47,338

45,627

51,136

50,264

108,198

105,785

$

1,711

$

872

$

2,413

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

During 2023 and 2022, Synovus did not have any transfers in or out of Level 3 in the fair value hierarchy.

(in thousands)

Beginning balance at December 31, 2022

Total gains (losses) realized/unrealized:

Included in earnings

Additions

Ending balance at December 31, 2023

Total net gains (losses) for the year included in earnings attributable to the change in
unrealized gains (losses) relating to assets still held at December 31, 2023

(in thousands)

Beginning balance at December 31, 2021

Total gains (losses) realized/unrealized:

Included in earnings

Additions

Ending balance at December 31, 2022

Total net gains (losses) for the year included in earnings attributable to the change in
unrealized gains (losses) relating to assets still held at December 31, 2022

Other Investments

$

$

$

11,172

376

1,012

12,560

376

Other Investments

$

$

$

12,185

(7,201)

6,188

11,172

(7,201)

The table below provides an overview of the valuation techniques and significant unobservable inputs used in those techniques to measure financial
instruments that are classified within Level 3 of the valuation hierarchy and are measured at fair value on a recurring basis. The range of sensitivities that
management utilized in its fair value calculations is deemed acceptable in the industry with respect to the identified financial instruments.

Valuation
Technique

Significant
Unobservable Input

December 31, 2023

December 31, 2022

Level 3
Fair
Value Rate/Range

Level 3
Fair
Value Rate/Range

(dollars in thousands)

Assets (liabilities)
measured at fair value on
a recurring basis

Other investments

Individual analysis of
each investee company

Multiple factors, including but not limited
to, current operations, financial condition,
cash flows, evaluation of business
management and financial plans, and
recently executed financing transactions
related to the investee companies

$ 12,560

N/A

$11,172

N/A

94

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Assets (Liabilities) Measured at Fair Value on a Non-recurring Basis

Certain assets and liabilities are required to be measured at fair value on a non-recurring basis subsequent to their initial recognition. These assets and
liabilities are not measured at fair value on an ongoing basis; however, they are subject to fair value adjustments in certain circumstances, such as when
there is evidence of impairment. The following table presents items measured at fair value on a non-recurring basis as of the dates indicated for which there
was a fair value adjustment.

(in thousands)
Loans(1)
Other assets held for sale

(in thousands)
Loans(1)
Other assets held for sale

December 31, 2023

December 31, 2022

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

$ — $ — $ 54,616
—

—

—

$ 54,616
—

$ — $ — $ 19,410
7,548

—

—

$ 19,410
7,548

Years Ended December 31,

$

2023

32,503
—

$

2022

7,098
1,843

Location in Consolidated
Statements of Income

Provision for credit losses
Other operating expense

(1) Collateral-dependent loans that are written down to fair value of collateral.

The table below provides an overview of the valuation techniques and significant unobservable inputs used in those techniques to measure financial
instruments that are classified within Level 3 of the valuation hierarchy and are measured at fair value on a non-recurring basis.

Assets (liabilities) measured at fair
value on a non-recurring basis

Loans

Other assets held for sale

Valuation Technique

Significant Unobservable Input

December 31,
2023

December 31,
2022

Range
(Weighted
Average)(1)

Range
(Weighted
Average)(1)

Third-party appraised
value of collateral less
estimated selling costs
Third-party appraised
value, contractual sales
price, or BOV, as
warranted, less
estimated selling costs

Appraised value Estimated selling
costs

0%-61% (30%)
0%-10% (7%)

0%-74% (21%)
0%-10% (7%)

Appraised value/contractual sales
price Estimated selling costs

N/A

0%-35% (13%)
0%-10% (7%)

(1)

The weighted average is the measure of central tendencies; it is not the value that management is using for the asset or liability.

SYNOVUS FINANCIAL CORP. - Form 10-K

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Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Fair Value of Financial Instruments

The following table presents the carrying and estimated fair values of financial instruments at December 31, 2023 and 2022. The fair values represent
management’s best estimates based on a range of methodologies and assumptions. See ‘‘Part II - Item 8. Financial Statements and Supplementary Data -
Note 1 - Summary of Significant Accounting Policies’’ of this Report for a description of how fair value measurements are determined.

(in thousands)

Financial assets

December 31, 2023

Carrying
Value

Fair Value

Level 1

Level 2

Level 3

Total cash, cash equivalents, and restricted cash

$ 2,451,426

$ 2,451,426

$2,451,426

$

— $

Trading securities

12,898

12,898

—

12,898

Investment securities available for sale

9,788,662

9,788,662

597,629

9,191,033

Loans held for sale

Other investments

Mutual funds and mutual funds held in rabbi trusts
Loans, net(1)

FRB and FHLB stock

Derivative assets

Financial liabilities

Non-interest-bearing deposits

Non-time interest-bearing deposits

Time deposits

Total deposits(2)

Federal funds purchased and securities sold under
repurchase agreements

Securities sold short

Long-term debt

Mutual fund held in rabbi trusts
Derivative liabilities(3)

52,768

12,560

53,742

52,770

12,560

53,742

42,925,105

41,298,149

184,944

94,903

184,944

94,903

—

—

53,742

—

—

—

47,338

—

—

—

184,944

94,903

$ 12,507,616

$ 12,507,616

$

— $ 12,507,616

$

27,449,088

27,449,088

10,782,481

10,769,002

—

—

27,449,088

10,769,002

$ 50,739,185

$ 50,725,706

$

— $ 50,725,706

$

189,074

3,496

189,074

189,074

3,496

1,932,534

1,939,604

38,735

259,650

38,735

259,650

3,496

—

38,735

—

—

1,939,604

—

—

259,650

—

—

—

5,432

12,560

—

41,298,149

—

—

—

—

—

—

—

—

—

—

—

(1)

(2)

(3)

Synovus estimates the fair value of loans based on present value of the future cash flows using the interest rate that would be charged for a similar loan to a borrower with similar risk, adjusted for
a discount based on the estimated time period to complete a sale transaction with a market participant.

The fair value of deposits with no stated maturity, such as non-interest-bearing demand, interest bearing demand, money market, and savings accounts reflects the carrying amount which is payable
on demand, as of the respective date, and may not align with other valuation methods or processes. The fair value of time deposits is based on the discounted value of contractual cash flows. The
discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

Excludes from Level 3 the Visa derivative of $589 thousand at December 31, 2023. See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting
Policies’’ in this Report for discussion of fair value accounting related to this in the Derivative Instruments section.

96

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

December 31, 2022

Carrying
Value

Fair Value

Level 1

Level 2

Level 3

(in thousands)

Financial assets

Total cash, cash equivalents, and restricted cash

$ 1,977,780

$ 1,977,780

$1,977,780

$

— $

Trading securities

8,295

8,295

—

8,295

Investment securities available for sale

9,678,103

9,678,103

471,813

9,206,290

—

—

—

Loans held for sale

Other investments

Mutual funds and mutual funds held in rabbi trusts
Loans, net(1)

FRB and FHLB stock

Derivative assets

Financial liabilities

Non-interest-bearing deposits

Non-time interest-bearing deposits

Time deposits

Total deposits(2)

Federal funds purchased and securities sold under
repurchase agreements

Securities sold short

Other short-term borrowings

Long-term debt

Mutual fund held in rabbi trusts
Derivative liabilities(3)

391,502

11,172

42,659

391,085

11,172

42,659

43,272,929

42,192,295

308,321

89,815

308,321

89,815

—

—

42,659

—

—

—

51,136

—

—

—

308,321

89,815

339,949

11,172

—

42,192,295

$ 15,639,899

$ 15,639,899

$

— $ 15,639,899

$

26,936,635

26,936,635

6,295,025

6,260,315

—

—

26,936,635

6,260,315

$ 48,871,559

$ 48,836,849

$

— $ 48,836,849

$

146,588

146,588

146,588

3,370

600,014

3,370

600,014

4,109,597

4,120,113

27,944

339,227

27,944

339,227

3,370

—

—

27,944

—

—

600,014

4,120,113

—

—

339,227

—

—

—

—

—

—

—

—

—

—

—

—

(1)

(2)

(3)

Synovus estimates the fair value of loans based on present value of the future cash flows using the interest rate that would be charged for a similar loan to a borrower with similar risk, adjusted for
a discount based on the estimated time period to complete a sale transaction with a market participant.

The fair value of deposits with no stated maturity, such as non-interest-bearing demand, interest bearing demand, money market, and savings accounts reflects the carrying amount which is payable
on demand, as of the respective date, and may not align with other valuation methods or processes. The fair value of time deposits is based on the discounted value of contractual cash flows. The
discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

Excludes from Level 3 the Visa derivative of $3.5 million at December 31, 2022. See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting
Policies’’ in this Report for discussion of fair value accounting related to this in the Derivative Instruments section.

Note 13 - Derivative Instruments

Synovus utilizes derivative instruments to manage its exposure to various types of interest rate risk, exposures related to liquidity and credit risk, and to
facilitate client transactions. The primary types of derivative instruments utilized by Synovus consist of interest rate swaps, interest rate lock commitments
made to prospective mortgage loan clients, commitments to sell fixed-rate mortgage loans, and foreign currency exchange forwards. Interest rate lock
commitments represent derivative instruments since it is intended that such loans will be sold. Synovus also provides foreign currency exchange services,
primarily forward contracts, with counterparties to allow commercial clients to mitigate exchange rate risk. Synovus covers its risk by entering into an
offsetting foreign currency exchange forward contract. Synovus enters into risk participation agreements with financial institution counterparties where we
are either a participant or a lead bank so that the risk of default on the interest rate swaps is shared. Synovus either pays or receives a fee depending on
the participation type. Synovus is party to master netting arrangements with its dealer counterparties; however, Synovus does not offset assets and
liabilities under these arrangements for financial statement presentation purposes. See ‘‘Part II - Item 8. Financial Statements and Supplementary Data -
Note 1 - Summary of Significant Accounting Policies’’ of this Report for additional information regarding accounting policies for derivatives.

Hedging Derivatives

Cash flow hedge relationships mitigate exposure to the variability of future cash flows or other forecasted transactions. Synovus has entered into interest
rate swap contracts to manage overall cash flow changes related to interest rate risk exposure on index-based variable rate commercial loans. The
contracts effectively modify Synovus' exposure to interest rate risk by utilizing receive fixed/pay index-based variable rate interest rate swaps.

For cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported initially as a component of accumulated other
comprehensive income (loss), net of the tax impact, and subsequently reclassified into earnings when the hedged transaction affects earnings with the
impacts recorded in the same income statement line item used to present the earnings effect of the hedged item. When a cash flow hedge relationship
is discontinued but the hedged cash flows, or forecasted transactions, are still expected to occur, gains or losses that were accumulated in OCI are
amortized into earnings over the same periods which the hedged transactions are still expected to affect earnings. If, however, it is probable the forecasted
transactions will no longer occur, the remaining accumulated amounts in OCI for the impacted cash flow hedges are immediately recognized in earnings.

SYNOVUS FINANCIAL CORP. - Form 10-K

97

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Synovus recorded no unrealized gains (losses) during the year ended December 31, 2023 related to terminated cash flow hedges. Net unrealized gains
(losses) of $(57.4) million, or $(43.4) million, after tax, in OCI were recorded during the year ended December 31, 2022 and $1.2 million, or $930 thousand,
after-tax, in OCI, were recorded during the year ended December 31, 2021, related to terminated cash flow hedges, which are being recognized into
earnings in conjunction with the effective terms of the original swaps through the third quarter of 2026. Synovus recognized pre-tax income (loss) of $(23.7)
million, $3.8 million, and $12.9 million for the years ended December 31, 2023, 2022, and 2021, respectively, related to the amortization of terminated cash
flow hedges.

As of December 31, 2023, Synovus expects to reclassify into earnings approximately $117 million in pre-tax loss due to the receipt or payment of interest
payments on all cash flow hedges within the next twelve months. Included in this amount is approximately $21 million in pre-tax loss related to the
amortization of terminated cash flow hedges. As of December 31, 2023, the maximum length of time over which Synovus is hedging its exposure to the
variability in future cash flows is through the first quarter of 2028.

Fair value hedging relationships mitigate exposure to the change in fair value of an asset or liability. Synovus has entered into receive-fixed, pay-variable
interest rate swap contracts to hedge the change in the fair value due to fluctuations in market interest rates for outstanding fixed-rate long-term debt and
fixed rate term interest-bearing deposits. The changes in fair value of the fair value hedges are recorded through earnings with an offset against changes
in the fair value of the hedged item within interest expense in the consolidated statements of income. All components of each derivative instrument’s gain
(loss) are included in the assessment of hedge effectiveness.

Derivatives not designated as hedges include those that are entered into as either economic hedges to facilitate client needs or as part of Synovus' overall
risk management strategy. Economic hedges are those that do not qualify to be treated as a fair value hedge or cash flow hedge for accounting purposes
but are necessary to economically manage the risk exposure associated with the assets and liabilities of Synovus. For derivative instruments that are not
designated as hedging instruments, changes in the fair value of the derivatives are recognized in earnings immediately.

Client Related Derivative Positions

Synovus enters into interest rate swap agreements to facilitate the risk management strategies of certain commercial banking clients. Synovus typically
mitigates this risk largely by entering into equal and offsetting interest rate swap agreements with highly rated counterparties. The interest rate swap
agreements are free-standing derivatives and are recorded at fair value in other assets or other liabilities on Synovus' consolidated balance sheets. The
credit risk to these clients is evaluated and included in the calculation of fair value. Fair value changes including credit-related adjustments are recorded
as a component of capital markets income.

Counterparty Credit Risk and Collateral

Entering into derivative contracts potentially exposes Synovus to the risk of counterparties’ failure to fulfill their legal obligations, including, but not limited
to, potential amounts due or payable under each derivative contract. Notional principal amounts are often used to express the volume of these
transactions, but the amounts potentially subject to credit risk are much smaller. Synovus assesses the credit risk of its dealer counterparties by regularly
monitoring publicly available credit rating information, evaluating other market indicators, and periodically reviewing detailed financials. Dealer collateral
requirements are determined via risk-based policies and procedures and in accordance with existing agreements. Synovus seeks to minimize dealer credit
risk by dealing with highly rated counterparties and by obtaining collateral for exposures above certain predetermined limits. Management closely monitors
credit conditions within the client swap portfolio, which management deems to be of higher risk than dealer counterparties. Collateral is secured at
origination and credit-related fair value adjustments are recorded against the asset value of the derivative as deemed necessary based upon an analysis,
which includes consideration of the current asset value of the swap, client risk rating, collateral value, and client standing with regards to its swap
contractual obligations and other related matters. Such asset values fluctuate based upon changes in interest rates regardless of changes in notional
amounts and changes in client specific risk.

Mortgage Derivatives

Synovus originates first lien residential mortgage loans for sale into the secondary market. Mortgage loans are sold either individually or in a bulk sale by
Synovus on a whole loan servicing-released basis to third-party servicing aggregators for potential conversion into mortgage-backed securities which can
be traded in the secondary market or retained on their respective balance sheet.

Synovus enters into interest rate lock commitments for residential mortgage loans which commits it to lend funds to a potential borrower at a specific
interest rate and within a specified period of time. Interest rate lock commitments that relate to the origination of mortgage loans that, if originated, will be
held for sale, are considered derivative financial instruments under applicable accounting guidance. Outstanding interest rate lock commitments expose
Synovus to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception
of the rate lock to the funding of the loan and the eventual commitment for sale into the secondary market.

Forward commitments to sell primarily fixed-rate mortgage loans are entered into to reduce the exposure to market risk arising from potential changes in
interest rates, which could affect the fair value of mortgage loans held for sale and outstanding interest rate lock commitments, which guarantee a certain
interest rate if the loan is ultimately funded or granted by Synovus as a mortgage loan held for sale. The commitments to sell mortgage loans are at fixed
prices and are scheduled to settle at specified dates that generally do not exceed 90 days.

Collateral Requirements

Certain derivative transactions have collateral requirements, both at the inception of the trade, and as the value of each derivative position changes. As of
December 31, 2023 and 2022, Synovus had recorded the right to reclaim cash collateral of $69.7 million and $66.8 million, respectively. As of
December 31, 2023 and 2022, Synovus had recorded the obligation to return cash collateral of $5.7 million and $7.7 million, respectively.

98

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

For derivatives cleared through central clearing houses, the variation margin payments made are legally characterized as settlements of the derivatives. As
a result, these variation margin payments are netted against the fair value of the respective derivative contracts on the consolidated balance sheets and
related disclosures.

The following table reflects the estimated fair value of derivative instruments included in other assets and other liabilities on the consolidated balance sheets
along with their respective notional amounts on a gross basis.

(in thousands)

December 31, 2023

December 31, 2022

Fair Value

Fair Value

Notional
Amount

Derivative
Assets

Derivative
Liabilities

Notional
Amount

Derivative
Assets

Derivative
Liabilities

Derivatives in cash flow hedging relationships:
Interest rate contracts

Total derivatives designated as hedging instruments

$ 5,600,000
—
$

$
$ 7,527

— $
$

7,527

$ 5,250,000
8,286

— $

Derivatives in fair value hedging relationships:
Interest rate contracts

Total fair value hedges
Total derivatives designated as hedging instruments

$ 2,563,504
—
$
—
$

— $ 12,891

$
$ 12,891
$ 20,418

$
$

$ 2,230,232
8,093
16,379

— $
— $

$

— $

8,286

$

— $

8,093

Derivatives not designated: as hedging instruments
Interest rate contracts
Mortgage derivatives - interest rate lock commitments
Mortgage derivatives - forward commitments to sell
fixed-rate mortgage loans
Risk participation agreements
Foreign exchange contracts
Visa derivative

Total derivatives not designated as hedging
instruments

$ 11,888,152
40,642

$ 94,208
695

$ 238,134
—

$ 10,276,754
50,218

$ 89,310
350

$ 322,329
—

60,906
732,682
41,603
—

—
—
—
—

567
3
528
589

76,500
635,891
20,439
—

155
—
—
—

—
3
516
3,453

$ 94,903

$ 239,821

$ 89,815

$ 326,301

The following table presents the effect of hedging derivative instruments on the consolidated statements of income and the total amounts for the respective
line item affected for the years ended December 31, 2023, 2022, and 2021.

(in thousands)

Interest
Income

Loans,
including
fees

2023

Interest Expense

Deposits

Long-term
debt

Total interest income/expense amounts presented in the consolidated statements of income

$2,684,762

$1,026,755

$180,670

Gain (loss) on cash flow hedging relationships:(1)

Interest rate contracts:
Realized gains (losses) reclassified from AOCI, pre-tax, to interest income on loans

Pre-tax income (loss) recognized on cash flow hedges

Gain (loss) on fair value hedging relationships:

Amounts related to interest settlements and amortization on derivatives
Recognized on derivatives
Recognized on hedged items

Pre-tax income (loss) recognized on fair value hedges

$ (176,442)
$ (176,442)

$
$

—
—

$
$

—
—

$

$

—
—
—
—

$

(22,495)
8,711
(8,711)
$ (22,495)

$ (16,358)
5,986
(5,986)
$ (16,358)

SYNOVUS FINANCIAL CORP. - Form 10-K

99

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(in thousands)
Total interest income/expense amounts presented in the consolidated statements of income

Gain (loss) on cash flow hedging relationships:(1)

Interest rate contracts:
Realized gains (losses) reclassified from AOCI, pre-tax, to interest income on loans

Pre-tax income (loss) recognized on cash flow hedges

Gain (loss) on fair value hedging relationships:

Amounts related to interest settlements and amortization on derivatives
Recognized on derivatives
Recognized on hedged items

Pre-tax income (loss) recognized on fair value hedges

Interest
Income

Loans,
including
fees
$ 1,806,060

2022

Interest Expense

Deposits
$ 187,232

Long-term
debt
$ 79,402

$
$

$

$

(24,057)
(24,057)

—
—
—
—

$
$

$

$

—
—

$
$

—
—

1,516
(24,227)
24,227
1,516

$

$

(322)
(19,348)
19,348
(322)

(in thousands)

Interest
Income

Loans,
including
fees

Total interest income/expense amounts presented in the consolidated statements of income

$ 1,482,567

2021

Interest Expense

Deposits

$ 74,919

Long-term
debt

$ 45,349

Gain (loss) on cash flow hedging relationships:(1)

Interest rate contracts:
Realized gains (losses) reclassified from AOCI, pre-tax, to interest income on loans

Pre-tax income (loss) recognized on cash flow hedges

$
$

12,862
12,862

$
$

—
—

$
$

—
—

(1)

See ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 9 - Shareholders' Equity and Other Comprehensive Income’’ in this Report for additional information.

The following table presents the carrying amount and associated cumulative basis adjustment related to the application of hedge accounting that is
included in the carrying amount of the hedged assets/(liabilities) in fair value hedging relationships.

December 31, 2023

December 31, 2022

Hedged Items Currently Designated

Carrying Amount
of Assets/
(Liabilities)
$ (2,013,504)
(546,872)

$ (8,711)
(5,986)

Hedged Items No
Longer Designated

Hedge Accounting
Basis Adjustment
$ 1,267
9,638

Hedged Items Currently Designated

Carrying Amount
of Assets/
(Liabilities)
$ (1,680,000)
(545,787)

Hedge Accounting
Basis Adjustment
$ 24,227
19,348

(in thousands)
Interest-bearing deposits
Long-term debt

During the year ended December 31, 2023, Synovus terminated fair value hedges related to interest-bearing deposits and long-term debt with carrying
values of $150.0 million and $496.7 million, respectively. The remaining fair value basis adjustments on the terminated hedging relationships will be
amortized into interest expense over the respective remaining terms.

The pre-tax effect of changes in fair value from derivative instruments not designated as hedging instruments on the consolidated statements of income
for the years ended December 31, 2023, 2022, and 2021 is presented below.

(in thousands)
Derivatives not designated as hedging instruments:
Interest rate contracts(1)
Mortgage derivatives - interest rate lock commitments
Mortgage derivatives - forward commitments to sell fixed-rate
mortgage loans
Risk participation agreements
Foreign exchange contracts
Visa derivative

Total derivatives not designated as hedging instruments

Location in Consolidated
Statements of Income

Capital markets income
Mortgage banking income

Mortgage banking income
Capital markets income
Capital markets income
Other non-interest expense

Gain (Loss) Recognized in
Consolidated Statements of Income
For The Years Ended December 31,

2023

2022

2021

$

395
345

(722)
—
(12)
(3,927)
$ (3,921)

$ 1,570
(1,756)

277
33
(555)
(6,000)
$ (6,431)

$

100
(4,154)

1,489
269
39
(2,656)
$ (4,913)

(1) Gain (loss) represents net fair value adjustments (including credit related adjustments) for client swaps.

100

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Note 14 - Commitments and Contingencies

In the normal course of business, Synovus enters into commitments to extend credit such as loan commitments and letters of credit to meet the financing
needs of its clients. Synovus uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may require payment of a fee. Synovus also has commitments to fund certain tax
credits, CRA partnerships, and other investments.

The contractual amount of these financial instruments represents Synovus' maximum credit risk should the counterparty draw upon the commitment, and
should the counterparty subsequently fail to perform according to the terms of the contract. Since many of the commitments are expected to expire
without being drawn upon, total commitment amounts do not necessarily represent future cash requirements. Additionally, certain commitments (primarily
consumer) can generally be canceled by providing notice to the borrower.

The ACL associated with unfunded commitments and letters of credit is recorded within other liabilities on the consolidated balance sheets. At
December 31, 2023, the ACL for unfunded commitments was $57.2 million, compared to a reserve of $57.5 million at December 31, 2022. Additionally,
an immaterial amount of unearned fees relating to letters of credit are recorded within other liabilities on the consolidated balance sheets.

Synovus also invests in tax credit partnerships, CRA partnerships, including SBIC programs, and other investments. The SBIC is a program initiated by
the SBA in 1958 to assist in the funding of small business loans.

(in thousands)
Letters of credit(1)
Commitments to fund commercial and industrial loans
Commitments to fund commercial real estate, construction, and land development loans
Commitments under home equity lines of credit
Unused credit card lines
Other loan commitments

Total letters of credit and unfunded lending commitments

Tax credits, CRA partnerships, and other investments with a future funding commitment:
Carrying amount included in other assets
Amount of future funding commitments
Permanent and short-term construction loans and letter of credit commitments(2)
Funded portion of permanent and short-term loans and letters of credit(3)

$

December 31,
2023
200,269 $

2022
220,622
9,970,733
3,629,531
2,156,641
461,443
742,976
$ 16,253,624 $ 17,181,946

10,313,880
2,496,656
2,135,120
453,303
654,396

$

573,992 $
293,266
205,659
211,921

488,944
283,212
177,998
234,166

(1)

Represent the contractual amount net of risk participations purchased of approximately $22.8 million and $25.7 million at December 31, 2023 and December 31, 2022, respectively.

(2)

Represent the contractual amount net of risk participations of $9.7 million and $4.7 million at December 31, 2023 and December 31, 2022, respectively

(3)

Represent the contractual amount net of risk participations of $4.0 million and $6.9 million at December 31, 2023 and December 31, 2022, respectively.

Merchant Services

In accordance with credit and debit card association rules, Synovus provides merchant processing services for clients with a contractual arrangement
under which certain sales and processing support are provided through an outside merchant services provider with Synovus owning the merchant
contract relationship. In addition, Synovus sponsors various third-party MPS businesses that process credit and debit card transactions on behalf of
merchants. In connection with these services, a liability may arise in the event of a billing dispute between the merchant and a cardholder that is ultimately
resolved in the cardholder's favor. If the merchant defaults on its obligations, the cardholder, through its issuing bank, generally has until six months after
the date of the transaction to present a chargeback to the MPS, which is primarily liable for any losses on covered transactions. However, if a sponsored
MPS fails to meet its obligations, then Synovus, as the sponsor, could be held liable for the disputed amount. Synovus seeks to mitigate this risk through
its contractual arrangements with the MPS and the merchants by withholding future settlements, retaining cash reserve accounts and/or obtaining other
security. For the years ended December 31, 2023 and 2022, Synovus and the sponsored entities processed and settled $114.38 billion and $119.20 billion
of transactions, respectively.

Beginning in August of 2023, one sponsored MPS experienced an unusual spike in chargebacks due to the bankruptcy of one of its merchants. Synovus
agreed to advance funds to the MPS to cover chargebacks relating to this sponsored merchant, mitigating the additional risk contractually with an
enhanced security interest in certain assets. As of December 31, 2023, Synovus had advanced $19.3 million to this MPS to cover these chargebacks but
was fully repaid subsequent to December 31, 2023.

Synovus previously covered chargebacks for Qualpay when their cash reserve account was unavailable to support them. The remaining amount, net of
reserves, included in other assets and classified in NPAs, was $15.3 million as of December 31, 2022. During the first quarter of 2023, Synovus received
regulatory approval for the previously announced proposed strategic investment in Qualpay. Upon regulatory approval, Synovus wrote up the balance to
the contractual amount due of $31.1 million by reversing a prior impairment charge of $2.7 million through non-interest expense and recognizing a recovery
of $13.1 million in non-interest revenue. On June 1, 2023, the Qualpay acquisition closed, and the contractual amount due was settled. See ‘‘Part II - Item 8.
Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies’’ in this Report for additional discussion on Qualpay.

SYNOVUS FINANCIAL CORP. - Form 10-K

101

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Legal Proceedings

Synovus and its subsidiaries are subject to various legal proceedings, claims, and disputes that arise in the ordinary course of its business. Additionally,
in the ordinary course of business, Synovus and its subsidiaries are subject to regulatory and governmental examinations, information gathering requests,
inquiries, and investigations. Synovus, like many other financial institutions, has been the target of legal actions and other proceedings asserting claims for
damages and related relief for losses. These actions include, but are not limited to, mortgage loan and other loan put-back claims, claims and
counterclaims asserted by individual borrowers related to their loans, allegations of violations of state and federal laws, and regulations relating to banking
practices, including putative class action matters. In addition to actual damages, if Synovus does not prevail in such asserted legal actions, credit-related
litigation could result in additional write-downs or charge-offs of assets, which could adversely affect Synovus' results of operations during the period in
which the write-down or charge-off were to occur.

At least quarterly, Synovus carefully examines and considers each legal matter using then available information, and, in those situations where Synovus
determines that a particular legal matter presents loss contingencies that are both probable and reasonably estimable, Synovus establishes an appropriate
reserve. An event is considered to be probable if the future event is likely to occur. In the absence of a determination that a loss contingency is both probable
and reasonable estimable, no accrual is made. Once established, accruals are adjusted to reflect developments related to these matters. While the final
outcome of any legal proceeding is inherently uncertain, based on the information currently available, advice of counsel, and available insurance coverage,
management believes that the amounts accrued with respect to legal matters as of December 31, 2023 are adequate.

In addition, where Synovus determines that there is a reasonable possibility of a loss in respect of legal matters, Synovus considers whether it is able to
estimate the total reasonably possible loss or range of loss. Under GAAP, an event is ‘‘reasonably possible’’ if ‘‘the chance of the future event or events
occurring is more than remote but less than likely,’’ and an event is ‘‘remote’’ if the ‘‘chance of the future event or events occurring is slight.’’ In many
situations, Synovus may be unable to estimate reasonably possible losses due to the difficulty of predicting outcome of legal matters and the preliminary
nature of the legal matters, as well as a variety of other factors and uncertainties. Those matters for which a meaningful estimate is not possible are not
included within this estimated range and, therefore, this range does not represent our maximum loss exposure. For those legal matters where Synovus is
able to estimate a range of reasonably possible losses, management currently estimates the aggregate range from our outstanding litigation is from zero
to $10 million in excess of the amounts accrued, if any, related to those matters. This estimated aggregate range is based upon information currently
available to Synovus, and the actual losses could prove to be lower or higher. As there are further developments in these legal matters, Synovus will
reassess these matters, and the estimated range of reasonably possible losses may change as a result of this assessment. Based on Synovus' current
knowledge and advice of counsel, management presently does not believe that the liabilities arising from these legal matters will have a material adverse
effect on Synovus' consolidated financial condition, results of operations, or cash flows. However, in light of the significant uncertainties involved and the
large or indeterminate damages sought in some of these matters, it is possible that the ultimate resolution of these legal matters could have a material
adverse effect on Synovus' results of operations or financial condition for any particular period.

Any estimate or determination relating to the future resolution of litigation, regulatory or governmental examinations, information gathering requests,
inquiries, investigations, or similar matters is inherently uncertain and involves significant judgment. This is particularly true in the early stages of a legal
matter, when legal issues and facts have not been well articulated, reviewed, analyzed, and vetted through discovery, preparation for trial or hearings,
substantive and productive mediation or settlement discussions, or other actions. It is also particularly true with respect to class action and similar claims
involving multiple defendants, matters with complex procedural requirements or substantive issues or novel
legal theories, and examinations,
investigations, and other actions conducted or brought by regulatory and governmental agencies, in which the normal adjudicative process is not
applicable. Accordingly, we usually are unable to determine whether a favorable or unfavorable outcome is remote, reasonably likely, or probable, or to
estimate the amount or range of a probable or reasonably likely loss, until relatively late in the course of a legal matter, sometimes not until a number of years
have elapsed. Accordingly, our judgments and estimates relating to claims will change from time to time in light of developments, and actual outcomes will
differ from our estimates. These differences may be material.

Synovus intends to vigorously pursue all available defenses to these legal matters but will also consider other alternatives, including settlement, in situations
where there is an opportunity to resolve such legal matters on terms that Synovus considers to be favorable, including in light of the continued expense
and distraction of defending such legal matters. Synovus maintains insurance coverage, which may be available to cover legal fees, or potential losses that
might be incurred in connection with such legal matters. The above-noted estimated range of reasonably possible losses does not take into consideration
insurance coverage which may or may not be available for the respective legal matters.

Note 15 - Share-based Compensation and Other Employment Benefit Plans

General Description of Share-based Plans

Synovus has a long-term incentive plan under which the Compensation and Human Capital Committee of the Board of Directors has the authority to grant
share-based awards to Synovus employees. The 2021 Omnibus Plan authorized 5.8 million common share equivalents available for grants. Any restricted
share units that are forfeited and options that expire unexercised will again become available for issuance under the 2021 Omnibus Plan. At December 31,
2023, Synovus had a total of 4.3 million common share equivalents of its authorized but unissued common stock reserved for future grants under the 2021
Omnibus Plan.

102

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Share-based Compensation Expense

Total share-based compensation expense recognized for 2023, 2022, and 2021 is presented in the following table by its classification within total
non-interest expense.

(in thousands)

Salaries and other personnel expense

Other operating expense

Total share-based compensation expense included in non-interest expense

Years Ended December 31,

2023

2022

2021

$

$

30,610 $

26,751 $

26,957

1,614

1,153

838

32,224 $

27,904 $

27,795

No share-based compensation costs have been capitalized for the years ended December 31, 2023, 2022, and 2021. As of December 31, 2023, total
unrecognized compensation cost related to the unvested portion of share-based compensation arrangements involving shares of Synovus stock was
$35.4 million. This cost is expected to be recognized over a weighted average remaining period of 1.81 years.

Stock Options

There were no stock option grants in 2023, 2022, or 2021.

A summary of stock option activity and changes during the years ended December 31, 2023, 2022, and 2021 is presented below.

Stock Options

2023

2022

2021

(in thousands, except per share data)

Quantity

Price Quantity

Price Quantity

Weighted-
Average
Exercise

Weighted-
Average
Exercise

Weighted-
Average
Exercise
Price

Outstanding at beginning of year

Options exercised

Options forfeited/expired/canceled

Options outstanding at end of year

Options exercisable at end of year

1,113

$

(697)

—

416

416

$

$

23.51

18.97

—

31.13

31.13

1,478

$

(365)

—

1,113

1,113

$

$

22.71

20.27

—

23.51

23.51

2,401

$

(923)

—

1,478

1,478

$

$

22.47

22.07

—

22.71

22.71

The aggregate intrinsic value for both outstanding and exercisable stock options at December 31, 2023 was $2.9 million with a weighted average
remaining contractual life of 2.1 years. The intrinsic value of stock options exercised during the years ended December 31, 2023, 2022, and 2021 was
$11.2 million, $10.0 million, and $21.3 million, respectively.

Restricted Share Units and Performance Share Units

Compensation expense is measured based on the grant date fair value of restricted share units and performance share units. The fair value of restricted
share units and performance share units that do not contain market conditions is equal to the market price of common stock on the grant date. The fair
value of performance share units, which include a market condition, was estimated on the date of grant using a Monte Carlo simulation model with the
following weighted average assumptions:

Risk-free interest rate

Expected stock price volatility

Simulation period

2023

2022

2021

4.38%

48.3

2.87%

57.2

2.87%

56.1

2.9 years

2.9 years

2.9 years

The stock price expected volatility was based on Synovus' annualized historical volatility for grants issued in 2023, 2022, and 2021. The Monte Carlo
model estimates fair value based on 100,000 simulations of future share price using a theoretical model of stock price behavior.

Synovus granted performance share units, which included a market condition with respect to 50% of the award, to executive management during the
years ended December 31, 2023, 2022, and 2021. The performance share units have a service-based vesting component, and the number of
performance share units that will ultimately vest is based on plan-specific performance metrics.

A summary of restricted share units and performance share units outstanding and changes during the years ended December 31, 2023, 2022, and 2021
is presented below.

SYNOVUS FINANCIAL CORP. - Form 10-K

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Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(in thousands, except per share data)

Outstanding at December 30, 2020

Granted

Vested

Forfeited

Outstanding at December 31, 2021

Granted

Vested

Forfeited

Outstanding at December 31, 2022

Granted

Vested

Forfeited

Outstanding at December 31, 2023

Restricted Share Units

Performance Share Units

Weighted-
Average
Grant Date
Fair Value

$

$

34.50

42.31

37.05

31.41

37.00

48.14

36.98

42.21

41.80

41.04

38.47

45.18

42.90

Quantity

1,221

599

(482)

(93)

1,245

608

(571)

(58)

1,224

807

(654)

(84)

1,293

Weighted-
Average
Grant Date
Fair Value

Quantity

439

141

(58)

—

522

29

(45)

(34)

472

192

(170)

—

494

$

39.37

42.94

42.43

—

37.59

54.76

38.86

43.06

44.11

46.18

35.75

—

$

47.16

The total fair value of restricted share units vested during 2023, 2022, and 2021 was $26.1 million, $28.0 million, and $19.8 million, respectively. The total
fair value of performance share units vested during 2023, 2022, and 2021 was $7.4 million, $2.2 million, and $2.4 million, respectively.

Other Employment Benefit Plans

For the years ended December 31, 2023, 2022, and 2021, Synovus provided a 100% matching contribution on the first 5% of eligible employee 401(k)
contributions for a total annual contribution of $25.2 million, $23.0 million, and $21.5 million, respectively.

For the years ended December 31, 2023, 2022, and 2021, Synovus sponsored a stock purchase plan for directors and employees whereby Synovus
made contributions equal to 15% of employee and director voluntary contributions, subject to certain maximum contribution limitations. The funds are
used to purchase outstanding shares of Synovus common stock. Synovus recorded expense for contributions to these plans of $1.2 million in 2023 and
$1.1 million in both 2022 and 2021.

Note 16 - Income Taxes

The components of income tax expense (benefit) included on the consolidated statements of income for the years ended December 31, 2023, 2022, and
2021 are presented below:

(in thousands)

Current

Federal

State

Total current income tax expense

Deferred

Federal

State

Total deferred income tax expense (benefit)

Total income tax expense

2023

2022

2021

$

107,445

$

167,255

$

153,911

29,739

137,184

28,152

195,407

29,982

183,893

13,124

3,713

16,837

11,570

(702)

10,868

28,873

16,127

45,000

$

154,021

$

206,275

$

228,893

104

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Income tax expense as shown on the consolidated statements of income differed from the federal statutory rate for the years ended December 31, 2023,
2022, and 2021. A reconciliation of the differences is presented below:

(dollars in thousands)

Years Ended December 31,

2023

2022

2021

Income tax expense at statutory federal income tax rate

$

146,194

$ 202,477

$ 207,765

Increase (decrease) resulting from:

State income tax expense, net of federal income tax benefit

Tax credits and related benefits, net of amortization (as applicable)

Income not subject to tax

FDIC premiums

Executive compensation

Excess tax benefit from share-based compensation

Other, net

Total income tax expense

Effective tax rate

28,415

(21,037)

(10,477)

8,589

3,575

(1,416)

178

21,981

(9,629)

(9,346)

5,517

2,152

(3,153)

(3,724)

38,452

(8,717)

(10,455)

4,111

1,096

(3,084)

(275)

$

154,021

$ 206,275

$ 228,893

22.1%

21.4%

23.1%

The components of the Company's deferred tax assets and liabilities at December 31, 2023 and 2022 are presented below:

(in thousands)

Deferred tax assets

2023

2022

Net unrealized losses on investment securities available for sale and cash flow hedges

$

348,712

$

Allowance for credit losses

Lease liability

Employee benefits and deferred compensation

Net operating loss carryforwards

Tax credit carryforwards

FDIC Special Assessment

Unrealized losses on fair value hedges

Non-performing loan interest

Miscellaneous accrued expenses

Fair value of investment securities and loans

Other

Total gross deferred tax assets

Less valuation allowance

Total deferred tax assets

Deferred tax liabilities

Right-of-use asset

Purchase accounting intangibles

Excess tax over financial statement depreciation

Deferred loan costs

Unrealized gain on hedged liabilities

Prepaid expense

Other properties held for sale

Other

Total gross deferred tax liabilities

Net deferred tax asset

130,205

120,534

40,601

32,126

15,532

12,058

7,480

5,877

5,659

1,422

7,423

727,629

(26,184)

701,445

455,744

121,941

107,818

42,746

23,590

14,553

—

11,101

2,695

5,125

2,019

6,585

793,917

(19,114)

774,803

(114,529)

(102,945)

(23,276)

(20,457)

(16,810)

(7,480)

(6,917)

(1,434)

(3,640)

(15,224)

(23,762)

(15,901)

(11,101)

(4,947)

(2,828)

(2,778)

(194,543)

(179,486)

$

506,902

$

595,317

Synovus believes the realization of net deferred tax assets (after valuation allowance) at December 31, 2023 is more likely than not based on its history of
cumulative profitability as well as expectations of future taxable income, including reversals of taxable temporary differences, in the jurisdictions in which
it operates.

Synovus expects that a portion of its $32.1 million of federal and state NOLs as well as a portion of the $15.5 million of federal and state tax credit
carryforwards, which have carryforward periods ending in tax years 2024 through 2043, will not be realized before their carryforward period lapses and
the Company has accordingly established a valuation allowance in the amount of $26.2 million at December 31, 2023.

SYNOVUS FINANCIAL CORP. - Form 10-K

105

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Federal and state NOLs and tax credit carryforwards as of December 31, 2023 are summarized in the following table on a tax effected basis.

Tax Carryforwards

(in thousands)

Net operating losses - federal(1)
Net operating losses - states(1)

Tax credits - federal
Tax credits - states(1)

As of December 31, 2023

Deferred
Tax Asset,
Before
Valuation
Allowance

$ 25,240

6,886

460

15,072

Expiration
Dates

2027-2037

2027-2043

2034-2041

2024-2038

Valuation
Allowance

Net Deferred
Tax Asset
Balance

$ (19,703)

$

(5,316)

(460)

(705)

5,537

1,570

—

14,367

(1)

Included in this balance are tax attributes that can be carried forward indefinitely and have no expiration date.

Synovus is subject to income taxation in the U. S. and various state and local taxing jurisdictions. Generally, Synovus is no longer subject to income tax
examinations by the IRS for years before 2020 and by state and local income tax authorities for years before 2015. Although Synovus is unable to
determine the ultimate outcome of current and future examinations, Synovus believes that the resolution of these examinations will not have a material
effect on the consolidated financial statements.

A reconciliation of the beginning and ending amount of unrecognized income tax benefits is as follows (unrecognized state income tax benefits are not
adjusted for the federal income tax impact).

(in thousands)

Balance at January 1,

Additions based on income tax positions related to current year
Additions for income tax positions of prior years(1)

Reductions for income tax positions of prior years

Statute of limitation expirations

Settlements

Balance at December 31,

(1)

Includes deferred tax benefits that could reduce future tax liabilities.

Years Ended December 31,

2023

2022

$

22,400

$

25,104

$

719

186

(122)

(871)

—

649

247

(1,215)

(2,002)

(383)

2021

20,250

3,754

1,379

(200)

(79)

—

$

22,312

$

22,400

$

25,104

Accrued interest and penalties related to unrecognized income tax benefits are recognized as a component of income tax expense, and totaled
$4.8 million, $3.2 million, and $3.3 million as of December 31, 2023, 2022, and 2021, respectively. Unrecognized income tax benefits as of December 31,
2023, 2022, and 2021 that, if recognized, would affect the effective income tax rate totaled $22.5 million, $20.9 million and $23.5 million (net of the federal
benefit on state income tax issues), respectively. It is reasonably possible that significant changes in the balance of unrecognized tax benefits may occur
within the next 12 months. At this time, Synovus expects that $1.7 million of uncertain income tax positions will be either settled or resolved during the next
twelve months.

Note 17 - Segment Reporting

Synovus' business segments are based on the products and services provided or the clients served and reflect the manner in which financial information
is evaluated by the chief operating decision maker. Effective April 1, 2023, Synovus updated its internal management reporting structure to transfer Capital
Markets activities and related personnel from the Financial Management Services segment to the Wholesale Banking segment. Accordingly, its operating
segment reporting structure was also updated. Synovus has four major reportable business segments: Wholesale Banking, Community Banking,
Consumer Banking, and Financial Management Services. The management accounting policies and processes utilized in compiling segment financial
information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to GAAP. As a result, reported segment
results are not necessarily comparable with similar information reported by other financial institutions.

The Wholesale Banking business segment serves primarily larger corporate and governmental clients by providing commercial lending, deposit, and
capital markets services through specialty teams including middle market, CRE, senior housing, premium finance, structured lending, asset-based
lending, public finance, restaurant services, community investment capital, and capital markets.

The Community Banking business segment primarily serves small and medium-sized commercial clients as well as individual private wealth clients using
a relationship-based approach. The commercial component of this segment focuses on locally owned and operated businesses. Private wealth services
are delivered to the individuals operating the businesses as well as other individuals in the communities in which the Community Bank operates.
A comprehensive set of banking products are offered to the client set, including a full suite of lending, payments, and depository products as well as
financial planning services.

106

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consumer Banking business segment serves individual and small business clients through its branch and ATM network, in addition to digital and
telephone channels. This segment provides individuals and small businesses with an array of comprehensive banking products and services, including
depository accounts, credit and debit cards, payment solutions, goal-based planning, home equity and other consumer loans, and small business lending
solutions.

The Financial Management Services business segment serves its clients by providing mortgage, trust services, professional portfolio management for
fixed-income securities, securities underwriting and distribution, the execution of securities transactions as a broker/dealer, asset management, financial
planning, and family office services, as well as the provision of individual investment advice on equity and other securities.

Functional activities such as treasury, technology, operations, marketing, finance, enterprise risk, legal, human resources, corporate communications,
executive management, among others, are included in Treasury and Corporate Other. In addition, certain assets, liabilities, revenue, and expense not
allocated or attributable to a particular business segment, such as Synovus' third-party consumer loans and loans held for sale, as well as CIB, are included
in Treasury and Corporate Other.

Synovus uses a centralized FTP methodology to attribute appropriate net interest income to the business segments. The intent of the FTP methodology
is to transfer interest rate risk from the business segments by providing matched duration funding of assets and liabilities. The result is to centralize the
financial impact, management, and reporting of interest rate risk in the Treasury and Corporate Other function, where it can be centrally monitored and
managed. Treasury and Corporate Other charges (credits) an internal cost of funds for assets held in (or pays for funding provided by) each business
segment. The process for determining FTP is based on a number of factors and assumptions, including prevailing market interest rates, the expected lives
of various assets and liabilities, and the Company's broader funding profile.

The following tables present certain financial information for each reportable business segment for the years ended December 31, 2023, 2022, and 2021
and as of December 31, 2023 and 2022. The application and development of management reporting methodologies is a dynamic process and is subject
to periodic enhancements. As these enhancements are made, financial results presented by each reportable business segment may be periodically
revised. Loan and deposit transfers occur from time to time between reportable business segments primarily to maintain the migration of clients and
relationship managers between segments; however, prior period loan and deposit balances and any related net interest income and FTP are not adjusted
for transfers. During the fourth quarter of 2023, $1.30 billion in deposits previously reported in the Treasury and Corporate Other segment were transferred
to align with the management of the client relationships within the Financial Management Services segment.

During the year ended December 31, 2023, net losses of $76.7 million were recorded in the Treasury and Corporate Other segment primarily due to the
strategic repositioning of the investment securities portfolio in the fourth quarter of 2023. Additionally, a $51.0 million expense was recorded in the Treasury
and Corporate Other segment in the fourth quarter of 2023 as a result of an FDIC special assessment charge to certain banks to cover losses incurred by
the Deposit Insurance Fund (DIF) due to bank failures in the first half of 2023. Synovus also recorded a $28.0 million loss for the $1.17 billion medical office
buildings loans sale in the Wholesale Banking segment and a $22.1 million loss for the $421.7 million third-party consumer loans sale in the Treasury and
Corporate Other segment during the year ended December 31, 2023. During the years ended December 31, 2022 and 2021, Treasury and Corporate
Other's net interest income benefited from the recognition of PPP fees totaling $12.6 million, and $79.2 million, respectively.

(in thousands)

Net interest income

Non-interest revenue

Non-interest expense

Year Ended December 31, 2023

Wholesale
Banking

Community
Banking

Consumer
Banking

Financial
Management
Services

Treasury and
Corporate
Other

Synovus
Consolidated

$ 806,399

$ 429,937

$

614,338

$

73,906

$

(107,925) $ 1,816,655

51,918

69,372

159,488

145,275

79,871

205,674

195,186

167,612

7,663

404,010

657,375

1,335,424

Pre-provision net revenue

$ 698,829

$ 354,034

$

488,535

$

101,480

$

(757,637) $

885,241

(in thousands)

Net interest income

Non-interest revenue

Non-interest expense

Year Ended December 31, 2022

Wholesale
Banking

Community
Banking

Consumer
Banking

Financial
Management
Services

Treasury and
Corporate
Other

Synovus
Consolidated

$ 691,535

$ 412,660

$ 465,840

$

69,539

$

157,326

$ 1,796,900

39,262

114,212

50,077

128,159

86,570

198,472

182,861

171,325

50,566

545,338

409,336

1,157,506

Pre-provision net revenue

$ 616,585

$ 334,578

$ 353,938

$

81,075

$

(337,446)

$ 1,048,730

(in thousands)

Net interest income

Non-interest revenue

Non-interest expense

Year Ended December 31, 2021

Wholesale
Banking

Community
Banking

Consumer
Banking

Financial
Management
Services

Treasury and
Corporate
Other

Synovus
Consolidated

$ 558,469

$ 399,261

$ 409,439

$

78,647

$

87,131

$ 1,532,947

34,590

90,198

48,301

114,064

79,725

177,491

211,002

184,133

76,448

534,018

450,066

1,099,904

Pre-provision net revenue

$ 502,861

$ 333,498

$ 311,673

$ 105,516

$ (370,439)

$

883,109

SYNOVUS FINANCIAL CORP. - Form 10-K

107

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(dollars in thousands)

December 31, 2023

Wholesale
Banking

Community
Banking

Consumer
Banking

Financial
Management
Services

Treasury and
Corporate
Other

Synovus
Consolidated

Loans, net of deferred fees and costs

$ 25,506,870 $ 7,966,794 $ 2,825,411 $ 5,374,280 $ 1,731,135 $ 43,404,490

Deposits

$ 13,847,833 $ 10,198,357 $ 18,698,298 $ 1,488,090 $ 6,506,607 $ 50,739,185

Full-time equivalent employees

334

576

1,522

604

1,762

4,798

(dollars in thousands)

December 31, 2022

Wholesale
Banking

Community
Banking

Consumer
Banking

Financial
Management
Services

Treasury and
Corporate
Other

Synovus
Consolidated

Loans, net of deferred fees and costs

$ 25,865,667 $ 8,138,606 $ 2,933,504 $ 5,157,014 $ 1,621,562 $ 43,716,353

Deposits

$ 12,942,732 $ 10,798,409 $ 18,561,521 $

102,496 $ 6,466,401 $ 48,871,559

Full-time equivalent employees

337

598

1,532

768

1,792

5,027

Note 18 - Condensed Financial Information of Synovus Financial Corp. (Parent
Company only)

Condensed Balance Sheets

(in thousands)

Assets

Cash due from bank subsidiary

Funds due from other depository institutions

Total cash, cash equivalents, and restricted cash

Investment in consolidated bank subsidiary, at equity

Investment in consolidated nonbank subsidiaries, at equity

Note receivable from bank subsidiary

Other assets

Total assets

Liabilities and Shareholders' Equity

Liabilities:

Long-term debt

Other liabilities

Total liabilities

Shareholders’ equity:

Preferred stock

Common stock

Additional paid-in capital

Treasury stock

Accumulated other comprehensive income (loss), net

Retained earnings

Total shareholders’ equity

Total liabilities and shareholders’ equity

108

SYNOVUS FINANCIAL CORP. - Form 10-K

December 31,

2023

2022

$

573,761

$

517,235

4,839

578,600

7,250

524,485

4,947,888

4,471,207

114,932

100,000

25,943

92,349

100,000

19,431

$ 5,767,363

$ 5,207,472

$

552,703

$

644,490

94,667

647,370

537,145

171,360

87,181

731,671

537,145

170,141

3,955,819

3,920,346

(944,484)

(944,484)

(1,117,073)

(1,442,117)

2,517,226

5,119,993

2,234,770

4,475,801

$ 5,767,363

$ 5,207,472

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Condensed Statements of Income

(in thousands)

Income

Cash dividends received from subsidiaries

Interest income

Other income (loss)

Total income

Expense

Interest expense

Other expense

Total expense

Income before income taxes and equity in undistributed income of subsidiaries

Allocated income tax benefit

Income before equity in undistributed income of subsidiaries

Equity in undistributed income (loss) of subsidiaries

Net income

Dividends on preferred stock

Years Ended December 31,

2023

2022

2021

$

435,000

$

350,000

$

420,000

6,129

(101)

1,841

(7,203)

777

1,070

441,028

344,638

421,847

36,849

12,494

49,343

391,685

(10,026)

401,711

141,994

543,705

35,950

34,154

17,804

51,958

292,680

(16,667)

309,347

448,555

757,902

33,163

27,616

10,300

37,916

383,931

(7,834)

391,765

368,702

760,467

33,163

Net income available to common shareholders

$

507,755

$

724,739

$

727,304

Condensed Statements of Comprehensive Income

(in thousands)

Net income

Other comprehensive gain (loss) of bank subsidiary

Other comprehensive income (loss)

Comprehensive income (loss)

Years Ended December 31,

2023

2022

2021

Net of Tax
Amount

Net of Tax
Amount

Net of Tax
Amount

$

543,705

$

757,902

$

760,467

325,044

(1,359,796)

325,044

(1,359,796)

(240,956)

(240,956)

$

868,749

$

(601,894)

$

519,511

SYNOVUS FINANCIAL CORP. - Form 10-K

109

Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Condensed Statements of Cash Flows

(in thousands)

Operating Activities

Net income

Years Ended December 31,

2023

2022

2021

$

543,705

$

757,902

$

760,467

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Equity in undistributed (income) loss of subsidiaries

(141,994)

(448,555)

(368,702)

Deferred income tax expense (benefit)

Net increase (decrease) in other liabilities

Net (increase) decrease in other assets

Other, net

433

4,849

(4,676)

1,616

143

3,233

8,022

825

(7,296)

(2,082)

5,280

928

Net cash provided by (used in) operating activities

403,933

321,570

388,595

Investing Activities

Increase in other investments

Net cash provided by (used in) investing activities

Financing Activities

Dividends paid to common and preferred shareholders

Repurchase of common stock

Repayments and redemption of long-term debt

Proceeds from issuance of long-term debt, net

Other

(774)

(774)

(1,027)

(1,027)

(10,000)

(10,000)

(252,011)

(229,311)

—

(12,987)

(97,033)

(300,000)

347,892

—

—

(227,840)

(199,932)

—

—

—

(1,104)

Net cash provided by (used in) financing activities

Increase (decrease) in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at beginning of year

(349,044)

(194,406)

(428,876)

54,115

524,485

126,137

398,348

(50,281)

448,629

Cash, cash equivalents, and restricted cash at end of year

$

578,600

$

524,485

$

398,348

See accompanying notes to the audited consolidated financial statements.

Note 19 - Subsequent Event

The Company announced on January 18, 2024 that its Board of Directors authorized share repurchases of up to $300 million of common stock and
$50 million of preferred stock in 2024. Subsequent to year-end, through February 20, 2024, Synovus repurchased $29.9 million, or 800 thousand shares,
of common stock via open market transactions.

110

SYNOVUS FINANCIAL CORP. - Form 10-K

Part II
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9.

NONE.

CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. In connection with the preparation of this Annual Report on Form 10-K, an evaluation was carried
out by Synovus' management, with the participation of Synovus' Chief Executive Officer and Chief Financial Officer, of the effectiveness of Synovus'
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)). Disclosure
controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and
communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, Synovus' Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2023, Synovus' disclosure
controls and procedures were effective.

Synovus regularly engages in productivity and efficiency initiatives to streamline operations, reduce expenses, and increase revenue. Additionally,
investment in new and updated information technology systems has enhanced information gathering and processing capabilities, and allowed
management to operate in a more centralized environment for critical processing and monitoring functions. Management of Synovus is responsible for
identifying, documenting, and evaluating the adequacy of the design and operation of the controls implemented during each process change described
above. There have been no material changes in Synovus' internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that
occurred during the year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, Synovus' internal control over
financial reporting.

Management's Report on Internal Control Over Financial Reporting. Management of Synovus is responsible for establishing and maintaining effective
internal control over financial reporting for Synovus Financial Corp. and its subsidiaries (‘‘we’’ and ‘‘our’’), as that term is defined in Exchange Act
Rules 13a-15(f). Synovus conducted an evaluation of the effectiveness of our internal control over Synovus' financial reporting as of December 31, 2023
based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on that evaluation, we concluded that our internal control over financial reporting is effective as of December 31, 2023.

KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report and has
issued a report on the effectiveness of our internal control over financial reporting, and this report is included in ‘‘Part II - Item 8. Financial Statements and
Supplementary Data’’ of this Report.

Changes in Internal Control Over Financial Reporting. No change in our internal control over financial reporting occurred during the fiscal quarter ended
December 31, 2023 covered by this Report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

/s/ Kevin S. Blair
Kevin S. Blair
Chairman of the Board, Chief Executive Officer, and President
February 23, 2024

/s/ Andrew J. Gregory, Jr.
Andrew J. Gregory, Jr.
Executive Vice President and Chief Financial Officer
February 23, 2024

ITEM 9B. OTHER INFORMATION

NONE.

ITEM 9C. DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS

NOT APPLICABLE.

SYNOVUS FINANCIAL CORP. - Form 10-K

111

Part III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE

Information included under the following captions in our Proxy Statement is incorporated in this document by reference:

• ‘‘PROPOSALS TO BE VOTED ON’’ - ‘‘PROPOSAL 1: ELECTION OF 11 DIRECTORS’’;

• ‘‘EXECUTIVE OFFICERS’’;

• ‘‘DELINQUENT SECTION 16(a) REPORTS’’; and

• ‘‘CORPORATE GOVERNANCE AND BOARD MATTERS’’ - ‘‘Consideration of Director Candidates - Shareholder Candidates’’ and ‘‘Committees of the

Board’’ - ‘‘Audit Committee.’’

We have a Code of Business Conduct and Ethics that applies to all directors, officers, and employees, including our principal executive officer, principal
financial officer, and principal accounting officer. You can find our Code of Business Conduct and Ethics in the Corporate Governance section of our
website at investor.synovus.com. We will post any amendments to the Code of Business Conduct and Ethics and any waivers that are required to be
disclosed by the rules of either the SEC or the NYSE in the Corporate Governance section of our website.

Because our common stock is listed on the NYSE, our chief executive officer is required to make, and he has made, an annual certification to the NYSE
stating that he was not aware of any violation by us of the corporate governance listing standards of the NYSE. Our chief executive officer made his annual
certification to that effect to the NYSE as of May 2, 2023. In addition, we have filed, as exhibits to this Annual Report, the certifications of our chief executive
officer and chief financial officer required under Section 302 of the Sarbanes-Oxley Act of 2002.

ITEM 11. EXECUTIVE COMPENSATION

Information included under the following captions in our Proxy Statement is incorporated in this document by reference:

• ‘‘DIRECTOR COMPENSATION,’’

• ‘‘EXECUTIVE COMPENSATION’’ - ‘‘Compensation Discussion and Analysis,’’ ‘‘Compensation and Human Capital Committee Report,’’ ‘‘Summary

Compensation Table’’ and the compensation tables and related information which follow the Summary Compensation Table; and

• ‘‘CORPORATE GOVERNANCE AND BOARD MATTERS’’ - ‘‘Committees of the Board’’ - ‘‘Compensation and Human Capital Committee Interlocks and

Insider Participation.’’

The information included under the heading ‘‘Compensation and Human Capital Committee Report’’ in our Proxy Statement is incorporated herein by
reference; however, this information shall not be deemed to be ‘‘soliciting material’’ or to be ‘‘filed’’ with the Commission or subject to regulation 14A or 14C,
or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS

Information pertaining to equity compensation plans is contained in ‘‘Part II - Item 8. Financial Statements and Supplementary Data - Note 15 -
Share-based Compensation and Other Employment Benefit Plans’’ of this Report and are incorporated herein by reference.

Information included under the following captions in our Proxy Statement is incorporated in this document by reference:

• ‘‘STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS,’’ and

• ‘‘PRINCIPAL SHAREHOLDERS.’’

112

SYNOVUS FINANCIAL CORP. - Form 10-K

Part III
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information included under the following captions in our Proxy Statement is incorporated in this document by reference:

• ‘‘CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS;’’ and

• ‘‘CORPORATE GOVERNANCE AND BOARD MATTERS’’ - ‘‘Independence.’’

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent registered public accounting firm is KPMG LLP, Atlanta, GA, Auditor Firm ID: 185.

Information included under the following captions in our Proxy Statement is incorporated in this document by reference:

• ‘‘AUDIT COMMITTEE REPORT’’ - ‘‘KPMG LLP Fees and Services’’ (excluding the information under the main caption ‘‘AUDIT COMMITTEE REPORT’’);

and

• ‘‘AUDIT COMMITTEE REPORT’’ - ‘‘Policy on Audit Committee Pre-Approval.’’

SYNOVUS FINANCIAL CORP. - Form 10-K

113

Part IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT

SCHEDULES

(a) 1. Financial Statements

The following consolidated financial statements of Synovus and our subsidiaries and related reports of Synovus' independent registered public accounting
firm are incorporated in this Item 15 by reference from ‘‘Part II - Item 8. Financial Statements and Supplementary Data’’ of this Report.

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Income for the Years ended December 31, 2023, 2022, and 2021

Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (on consolidated financial statements)

Report of Independent Registered Public Accounting Firm (on the effectiveness of internal control over financial reporting)

Management's Report on Internal Control Over Financial Reporting is incorporated by reference from ‘‘Part II - Item 9A. Controls and Procedures’’ of this
Report.

2. Financial Statement Schedules

None are applicable because the required information has been incorporated in the consolidated financial statements and notes thereto of Synovus and
our subsidiaries which are incorporated in this Report by reference.

3. Exhibits

The following exhibits are filed herewith or are incorporated to other documents previously filed with the SEC. With the exception of those portions of the
Proxy Statement that are expressly incorporated by reference in this Report, such documents are not to be deemed filed as part of this Report.

Exhibit Number
3.1

3.2

4.1

4.2

4.3

4.4

4.5

4.6

4.7

Description
Restated Articles of Incorporation of Synovus, incorporated by reference to Exhibit 3.1 of Synovus' Current Report on Form 8-K
dated April 22, 2020, as filed with the SEC on April 24, 2020.
Restated Bylaws of Synovus, incorporated by reference to Exhibit 3.2 of Synovus' Current Report on Form 8-K dated April 22,
2020, as filed with the SEC on April 24, 2020.
Specimen physical stock certificate of Synovus, incorporated by reference to Exhibit 4.1 to Synovus' Current Report on
Form 8-K dated May 19, 2014, as filed with SEC on May 19, 2014.
Specimen stock certificate for Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, incorporated by
reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated June 20, 2018, as filed with the SEC on June 21, 2018.
Specimen stock certificate for Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E, incorporated by reference to
Exhibit 4.1 of Synovus' Current Report on Form 8-K dated July1, 2019, as filed with the SEC on July 1, 2019.
Description of Synovus' securities registered under Section 12 of the Securities Exchange Act of 1934, as amended,
incorporated by reference to Exhibit 4.4 of Synovus' Annual Report on Form 10-K for the period ended December 31, 2020, as
filed with the SEC on March 1, 2021.
Indenture, dated as of June 20, 2005, between Synovus Financial Corp. and The Bank of New York Trust Company, N.A., as
trustee, incorporated by reference to Exhibit 4.1 of Synovus' Registration Statement on Form S-4 (No. 333-126767), as filed
with the SEC on July 21, 2005.
Senior Notes Indenture, dated as of February 13, 2012, between Synovus Financial Corp. and The Bank of New York Mellon
Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated
February 8, 2012, as filed with the SEC on February 13, 2012.
Subordinated Indenture, dated as of December 7, 2015, between Synovus Financial Corp. and The Bank of New York Mellon
Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated
December 2, 2015, as filed with the SEC on December 7, 2015.

114

SYNOVUS FINANCIAL CORP. - Form 10-K

Exhibit Number

Description

Part IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

4.8.

4.9

4.10

4.11

4.12.

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13

10.14

10.15

10.16

10.17

First Supplemental Indenture, dated as of December 7, 2015, between Synovus Financial Corp. and The Bank of New York
Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.2 of Synovus' Current Report on Form 8-K dated
December 2, 2015, as filed with the SEC on December 7, 2015

Second Supplemental Indenture, dated as of February 7, 2019, between Synovus Financial Corp. and The Bank of New York
Mellon Trust Company, N.A., as trustee (which includes the 5.900% Fixed-to-Fixed Rate Subordinated Note), incorporated by
reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated February 7, 2019, as filed with the SEC on February 7,
2019.

4.000% Fixed-to-Fixed Rate Subordinated Bank Note, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on
Form 8-K dated October 29, 2020, as filed with the SEC on October 29, 2020.

5.200% Senior Note due 2025, incorporated by reference to Exhibit 4.2 of Synovus' Current Report on Form 8-K dated
August 11, 2022, as filed with the SEC on August 11, 2022.

5.625% Senior Bank Notes due 2028, incorporated by reference to Exhibit 4.1 of Synovus’ Current Report on Form 8-K dated
February 16, 2023, as filed with the SEC on February 16, 2023

Amended and Restated Synovus Financial Corp. Directors' Deferred Compensation Plan, incorporated by reference to
Exhibit 10.2 of Synovus' Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, as filed with the SEC on August 8,
2008.*

First Amendment to Synovus Financial Corp. Directors' Deferred Compensation Plan, incorporated by reference to Exhibit 10.1
of Synovus' Quarterly Report on Form 10-Q for quarter ended September 30, 2021, as filed with the SEC on November 3,
2021.*

Synovus Financial Corp. Executive Salary Contribution Death Benefit Plan, incorporated by reference to Exhibit 10.1 of
Synovus' Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as filed with the SEC on August 10, 2009.*

Third Amended and Restated Synovus Financial Corp. Deferred Compensation Plan, incorporated by reference to Exhibit 10.15
of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC on March 1, 2013.*

Amendment No. 1 to Third Amended and Restated Synovus Deferred Compensation Plan, incorporated by reference to
Exhibit 10.1 of Synovus' Quarterly Report on Form 10-Q for the period ended June 30, 2017, as filed with the SEC on August 4,
2017.*

Amendment No. 2 to Third Amended and Restated Synovus Deferred Compensation Plan, incorporated by reference to
Exhibit 10.44 of Synovus' Annual Report on Form 10-K for the period ended December 31, 2019, as filed with the SEC on
March 2, 2020.*

Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.18 of Synovus' Annual Report on
Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC on February 27, 2017.*

Amendment No. 1 to the Synovus Financial Corp. 2013 Omnibus Plan dated February 9, 2017, incorporated by reference to
Exhibit 10.19 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC on
February 27, 2017.*

Amendment No. 2 to the Synovus Financial Corp. 2013 Omnibus Plan dated October 23, 2023.*

Form of Stock Option Agreement for the stock option awards under the Synovus Financial Corp. 2013 Omnibus Plan,
incorporated by reference to Exhibit 10.3 to Synovus' Current Report on Form 8-K dated June 18, 2013, as filed with the SEC
on June 20, 2013.*

Form of Performance Stock Unit Agreement for performance-based restricted stock awards under the Synovus Financial Corp.
2013 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated January 22,
2014, as filed with the SEC on January 24, 2014.*

Form of Revised Performance Stock Unit Agreement for performance-based restricted stock awards under the Synovus
Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated
February 11, 2016, as filed with the SEC on February 18, 2016.*

Form of Revised Performance Stock Unit Agreement for performance-based restricted stock awards under the Synovus
Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.35 of Synovus' Annual Report on Form 10-K for
the period ended December 31, 2017, as filed with the SEC on February 28, 2018.*

Form of Market Restricted Stock Unit Agreement for market restricted stock awards under the Synovus Financial Corp. 2013
Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated December 11, 2013,
as filed with the SEC on December 13, 2013.*

Form of 2014 Market Restricted Stock Unit Agreement for market restricted stock awards under the Synovus Financial Corp.
2013 Omnibus Plan, incorporated by reference to Exhibit 10.3 of Synovus' Current Report on Form 8-K dated January 22,
2014, as filed with the SEC on January 24, 2014.*

Form of Revised Market Restricted Stock Unit Agreement for market restricted stock awards under the Synovus Financial Corp.
2013 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated February 11,
2016, as filed with the SEC on February 18, 2016.*

Form of Revised Market Restricted Stock Unit Agreement for market restricted stock awards under the Synovus Financial Corp.
2013 Omnibus Plan, incorporated by reference to Exhibit 10.36 of Synovus' Annual Report on Form 10-K for the period ended
December 31, 2017, as filed with the SEC on February 28, 2018.*

SYNOVUS FINANCIAL CORP. - Form 10-K

115

Part IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit Number

Description

10.18

10.19

10.20

10.21

10.22

10.23

10.24

10.25

10.26

10.27

10.28

10.29

10.30

10.31

10.32

10.33

10.34

10.35

10.36

10.37

10.38

10.39

10.40

10.41

Form of Restricted Stock Unit Agreement for restricted stock awards under the Synovus Financial Corp. 2013 Omnibus Plan,
incorporated by reference to Exhibit 10.2 to Synovus' Current Report on Form 8-K dated June 18, 2013, as filed with the SEC
on June 20, 2013.*

Form of Revised Restricted Stock Unit Agreement for restricted stock awards under the Synovus Financial Corp. 2013 Omnibus
Plan, incorporated by reference to Exhibit 10.37 of Synovus' Annual Report on Form 10-K for the period ended December 31,
2017, as filed with the SEC on February 28, 2018.*

Form of Director Restricted Stock Unit Agreement for the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by
reference to Exhibit 10.4 to Synovus' Current Report on Form 8-K dated June 18, 2013, as filed with the SEC on June 20,
2013.*

Form of Cash-Settled Restricted Stock Unit Agreement for cash-settled restricted stock awards under the Synovus Financial
Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.46 to Synovus' Annual Report on Form 10-K for the period
ended December 31, 2020, as filed with the SEC on March 1, 2021.*

Bond Street Holdings, LLC 2009 Stock Option Plan, incorporated by reference to Exhibit 10.1 of FCB's Registration Statement
on Form S-1 (No. 333-196935), as filed with the SEC on June 20, 2014.*

Bond Street Holdings, LLC 2013 Stock Incentive Plan, incorporated by reference to Exhibit 10.2 of FCB's Registration
Statement on Form S-1 (No. 333-196935), as filed with the SEC on June 20, 2014.*

FCB 2016 Stock Incentive Plan, incorporated by reference to Exhibit A of the FCB Proxy Statement for the 2016 Annual Meeting
of Stockholders on Schedule 14A, as filed with the SEC on April 5, 2016.*

First Amendment to the FCB 2016 Stock Incentive Plan, incorporated by reference to Item 8.01 of FCB's Current Report on
Form 8-K dated May 5, 2016, as filed with the SEC on May 5, 2016.*

Form of Incentive Stock Option Grant Agreement, incorporated by reference to Exhibit 10.3 of FCB's Registration Statement on
Form S-1 (No. 333-196935), as filed with the SEC on June 20, 2014.*

Form of FCB RSU Agreement, incorporated by reference to Exhibit 10.4 of FCB's Registration Statement on Form S-1/A (No.
333-196935), as filed with the SEC on July 22, 2014.*

Form of Indemnification Agreement for directors and executive officers of Synovus, incorporated by reference to Exhibit 10.1 of
Synovus' Current Report on Form 8-K dated July 26, 2007, as filed with the SEC on July 26, 2007.*

Form of Change of Control Agreement for executive officers, incorporated by reference to Exhibit 10.1 of Synovus' Quarterly
Report on Form 10-Q for the quarter ended June 30, 2008, as filed with the SEC on August 8, 2008.*

Form of Change of Control Agreement for executive officers, incorporated by reference to Exhibit 10.17 of Synovus' Annual
Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC on February 28, 2014.*

Synovus Financial Corp. Amended and Restated Discretionary Clawback Policy, incorporated by reference to Exhibit 10.30 of
Synovus' Annual Report on Form 10-K for the period ended December 31, 2018, as filed with the SEC on February 28, 2019.*

Form of Confidentiality and Nonsolicitation Agreement for executive officers of Synovus, incorporated by reference to
Exhibit 10.43 of Synovus' Annual Report on Form 10-K for the period ended December 31, 2019, as filed with the SEC on
March 2, 2020.*

Synovus Financial Corp. 2021 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus' Quarterly Report on
Form 10-Q for the period ended March 31, 2021, as filed with the SEC on May 6, 2021.*

Amendment No. 1 to the Synovus Financial Corp. 2021 Omnibus Plan dated October 23, 2023.*

Synovus Financial Corp. 2021 Director Stock Purchase Plan, incorporated by reference to Exhibit 10.3 of Synovus' Quarterly
Report on Form 10-Q for the period ended March 31, 2021, as filed with the SEC on May 6, 2021.*

Synovus Financial Corp. 2021 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.4 of Synovus' Quarterly
Report on Form 10-Q for the period ended March 31, 2021, as filed with the SEC on May 6, 2021.*

Form of Director Restricted Stock Unit Agreement for restricted stock awards to directors under the Synovus Financial Corp.
2021 Omnibus Plan, incorporated by reference to Exhibit 10.5 of Synovus' Quarterly Report on Form 10-Q for the period ended
March 31, 2021, as filed with the SEC on May 6, 2021.*

Form of Restricted Stock Unit Agreement for restricted stock awards under the Synovus Financial Corp. 2021 Omnibus Plan,
incorporated by reference to Exhibit 10.48 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31,
2021, as filed with the SEC on February 25, 2022.*

Form of Revised Restricted Stock Unit Agreement for restricted stock awards under the Synovus Financial Corp. 2021 Omnibus
Plan, incorporated by reference to Exhibit 10.47 of Synovus' Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, as filed with the SEC on February 24, 2023.*

Form of Cash-Settled Restricted Stock Unit Agreement for cash-settled restricted stock awards under the Synovus Financial
Corp. 2021 Omnibus Plan, incorporated by reference to Exhibit 10.49 of Synovus' Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, as filed with the SEC on February 25, 2022.*

Form of Performance Stock Unit Agreement for performance-based restricted stock awards under the Synovus Financial Corp.
2021 Omnibus Plan, incorporated by reference to Exhibit 10.50 of Synovus' Annual Report on Form 10-K for the fiscal year
ended December 31, 2021, as filed with the SEC on February 25, 2022.*

116

SYNOVUS FINANCIAL CORP. - Form 10-K

Part IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit Number

Description

10.42

10.43

10.44

14

21.1

23.1

24.1

31.1

31.2

32

97

101

104

Form of Revised Cash-Settled Restricted Stock Unit Agreement for cash-settled restricted stock awards under the Synovus
Financial Corp. 2021 Omnibus Plan, incorporated by reference to Exhibit 10.50 of Synovus' Annual Report on Form 10-K for
the fiscal year ended December 31, 2022, as filed with the SEC on February 24, 2023.*

Form of Revised Cash-Settled Restricted Stock Unit Agreement for cash-settled restricted stock awards under the Synovus
Financial Corp. 2021 Omnibus Plan.*

Form of Revised Restricted Stock Unit Agreement for restricted stock awards under the Synovus Financial Corp. 2021 Omnibus
Plan.*

Code of Business Conduct and Ethics.

Subsidiaries of Synovus Financial Corp.

Consent of Independent Registered Public Accounting Firm.

Powers of Attorney contained on the signature pages of this 2023 Annual Report on Form 10-K and incorporated herein by
reference.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Synovus Financial Corp. Mandatory Clawback Policy.*

Interactive Data File

Cover Page Interactive Data File (formatted as inline XBRL and included in Exhibit 101).

*

Indicates management contracts and compensatory plans and arrangements.

(b) Exhibits

See the response to Item 15(a)(3) above.

(c) Financial Statement Schedules

See the response to Item 15(a)(2) above.

ITEM 16. FORM 10-K SUMMARY

NONE.

SYNOVUS FINANCIAL CORP. - Form 10-K

117

Part IV
SIGNATURES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Synovus Financial Corp. has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 23, 2024

By:

/s/ Kevin S. Blair

SYNOVUS FINANCIAL CORP.

Kevin S. Blair
Chairman of the Board, Chief Executive Officer, and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin S. Blair. and Andrew J.
Gregory, Jr. and each of them, his or her true and lawful attorney(s)-in-fact and agent(s), with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this report and to file the same, with all exhibits and
schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney(s)-in-fact and
agent(s) full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney(s)-in-fact and agent(s), or their
substitute(s), may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, as amended, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

/s/ Kevin S. Blair
Kevin S. Blair

/s/ Andrew J. Gregory, Jr.
Andrew J. Gregory, Jr.

/s/ Jill K. Hurley
Jill K. Hurley

/s/ Stacy Apter
Stacy Apter

/s/ Tim. E. Bentsen
Tim E. Bentsen

/s/ Pedro Cherry
Pedro Cherry

/s/ John H. Irby
John H. Irby

/s/ Diana M. Murphy
Diana Murphy

/s/ Harris Pastides
Harris Pastides

/s/ John Stallworth
John Stallworth

/s/ Barry L. Storey
Barry L. Storey

/s/ Alexandra Villoch
Alexandra Villoch

/s/ Teresa White
Teresa White

Title

Chairman of the Board, Chief Executive
Officer, and President (Principal Executive Officer)

Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Chief Accounting Officer and Controller
(Principal Accounting Officer)

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Date

February 23, 2024

February 23, 2024

February 23, 2024

February 23, 2024

February 23, 2024

February 23, 2024

February 23, 2024

February 23, 2024

February 23, 2024

February 23, 2024

February 23, 2024

February 23, 2024

February 23, 2024

118

SYNOVUS FINANCIAL CORP. - Form 10-K

Our purpose 

Enabling people to reach 

their full potential

Shareholder Information
Synovus Financial Corp. is a financial services company based in Columbus, Georgia, with approximately 
$60 billion in assets. Through its wholly-owned subsidiary, Synovus Bank, the company provides 
commercial and consumer banking services, including private banking, treasury management, mortgage 
services, wealth management, premium finance, asset-based lending, structured lending, capital markets 
and international banking. Synovus also provides financial planning and investment advisory services 
through its wholly-owned subsidiaries, Synovus Trust and Synovus Securities. Synovus’ range of products 
and services, along with its industry-leading reputation and focus on local communities, make the company 
a compelling choice for clients in some of the best markets in the southeast. See Synovus on the web at 
synovus.com and X (formerly Twitter), Facebook, LinkedIn and Instagram.

Stock Trading Information 
Synovus common stock is traded on the New York Stock Exchange (NYSE) under the symbol “SNV.” 

Notice of 2024 Annual Meeting of Shareholders 
Our Annual Meeting of Shareholders will be held in a virtual meeting format and will begin at 10:00 a.m. ET 
on Wednesday, April 24, 2024. To attend, vote, and submit questions at the Annual Meeting, shareholders 
will need to go to www.virtualshareholdermeeting.com/SNV2024 and, when prompted, enter the 16-digit 
control number included in their proxy materials. Those without a 16-digit control number may attend the 
2024 Annual Meeting as guests. 

Dividend Reinvestment and Direct Stock Purchase Plan 
The Plan provides a comprehensive package of services designed to make investing in Synovus stock 
easy, convenient, and more affordable. To request an enrollment package for the Dividend Reinvestment 
and Direct Stock Purchase Plan, or for more information, please visit us at investor.synovus.com or call our 
automated request line at (888) 777-0322. 

Investor Relations 
Analysts, investors and others seeking additional 
financial information not available at 
investor.synovus.com should contact: 

Shareholder Services 
Current shareholders requiring assistance should 
contact our transfer agent, Equiniti Trust Company:

Jennifer Demba, CFA
Senior Director, Investor Relations
Synovus

3400 Overton Park Drive SE, 4th Floor,
Atlanta, GA 30339

(404) 364-2715

Email: jenniferdemba@synovus.com 

U.S. Mail - Registered or Overnight 
55 Challenger Road, Floor 2, 
Ridgefield Park, NJ 07660

Telephone Inquiries 
(888) 777-0322 

Website 
www.equiniti.com

Cautionary language regarding forward-looking statements: This annual report to shareholders contains forward looking statements, which by 
their nature involve risks and uncertainties. Please refer to Synovus’ 2023 Annual Report on Form 10-K filed with the Securities and Exchange 
Commission for information concerning forward-looking statements, under the caption “Forward-Looking Statements,” and for a description of 
certain factors that may cause actual results to differ from goals referred to herein or contemplated by such statements. 

SYNOVUS® and SYNOVUS FINANCIAL CORP.® are federally registered service marks of Synovus Financial Corp., which also owns a number 
of other federally registered service marks. All other products and company names are trademarks or federally registered trademarks of their 
respective companies. ©Copyright 2024 Synovus Financial Corp. All rights reserved. 

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