Kevin Joseph Howard Form 4 SYNOVUS FINANCIAL / Kevin Joseph Howard ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Howard Kevin Joseph

(Last) (First) (Middle)

P.O. BOX 120

(Street)

COLUMBUS GA 31902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SYNOVUS FINANCIAL CORP [ SNV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Wholesale Bank. Off

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2025		M(1)		2,451	A	$0	57,076	D
Common Stock	02/15/2025		D(1)		2,451	D	$54.47	54,625	D
Common Stock	02/16/2025		M(1)		2,080	A	$0	56,705	D
Common Stock	02/16/2025		D(1)		2,080	D	$54.47	54,625	D
Common Stock	02/18/2025		F		706(2)	D	$54.47	53,919(3)	D
Common Stock	02/19/2025		M(4)		6,295	A	$55.22	60,214	D
Common Stock	02/19/2025		A		3,870(5)	A	$55.22	64,084	D
Common Stock	02/19/2025		F		4,548(6)	D	$55.22	59,536	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/15/2025		M			2,451	(1)	02/15/2027	Common Stock	2,451	$0	4,902	D
Restricted Stock Units	(1)	02/16/2025		M			2,080	(1)	02/16/2026	Common Stock	2,080	$0	2,079	D
Performance Stock Units	(4)	02/19/2025		M			6,295	(4)	02/17/2025	Common Stock	6,295	$0	0	D

Explanation of Responses:

1. These shares are subject to restricted stock units that will be settled in cash upon vesting. The units vest 1/3 each year over a three-year period subject to the reporting person's continued employment with Synovus.

2. These shares were withheld upon the vesting of restricted stock units to pay tax withholding obligations.

3. Includes 635 shares acquired through dividend accruals and through the reporting person's participation in the Company's broad-based employee stock purchase plan.

4. These shares are subject to performance stock units (the "PSUs"). The PSUs have a service-based vesting component as well as a performance vesting requirement. Under the service-based vesting component, the PSUs vest 100% after three years subject to the reporting person's continued employment with Synovus. Under the performance vesting component, two performance measures (weighted average return on tangible common equity and relative total shareholder return) are measured over a three-year performance period, with each measure impacting one-half of the PSUs awarded to the reporting person. The actual payout of the PSUs may range from 0% to 150% of the target amount based upon the results of the two performance measures during the performance period compared to the performance objective approved by the Compensation and Human Capital Committee of Synovus' Board of Directors.

5. On February 22, 2022, the reporting person reported the grant of performance stock units (the "PSUs") with a service-based vesting component as well as a performance-based vesting requirement. Under the service-based vesting component, the PSUs vest 100% after three years subject to the reporting person's continued employment with Synovus. Under the performance-based vesting component, Synovus' weighted average return on average assets is measured over a three-year performance period. Based upon the Total Shareholder Return Multiplier, the reporting person received 2,744 additional shares of the Company's restricted stock, such shares representing the amount vested in excess of the target amount of PSUs initially reported on the Form 4 filed in February 2022. In addition, the reporting person received 1,126 shares through the accrual of dividend equivalents.

6. These shares were withheld upon the vesting of performance stock units to pay tax withholding obligations.

Remarks:

	/s/ Mary Maurice Young	02/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.