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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
 
FORM 10-Q
 
______________________________
Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2021
Commission file number 1-10312
 
______________________________
SYN-20210331_G1.JPG
SYNOVUS FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
______________________________
 
Georgia 58-1134883
(State or other jurisdiction of incorporation or organization)
   (I.R.S. Employer Identification No.)

1111 Bay Avenue, Suite 500

Columbus,
Georgia
31901
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (706) 641-6500
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $1.00 Par Value SNV New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D SNV - PrD New York Stock Exchange
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E SNV - PrE New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 Accelerated filer
Non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     No 
As of April 30, 2021, 148,599,905 shares of the registrant's common stock, $1.00 par value, were outstanding.





Table of Contents

Page
Financial Information
Index of Defined Terms
i
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020
1
Consolidated Statements of Income for the Three Months Ended March 31, 2021 and 2020
2
Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2021 and 2020
3
Consolidated Statements of Changes in Shareholders' Equity for the Three Months Ended March 31, 2021 and 2020
4
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020
5
Notes to Unaudited Interim Consolidated Financial Statements
6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
32
Item 3.
55
Item 4. Controls and Procedures
55
Other Information
Item 1. Legal Proceedings
56
Item 1A. Risk Factors
56
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
56
Item 3. Defaults Upon Senior Securities
56
Item 4. Mine Safety Disclosures
56
Item 5. Other Information
56
Item 6. Exhibits
57
Signatures
58






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 losses (ALL, reserve on unfunded loan commitments, and reserve, if required, on debt securities)
ALCO – Synovus' Asset Liability Management Committee
ALL – Allowance for loan losses
AOCI – Accumulated other comprehensive income
ARRC – Alternative Reference Rates Committee
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
BOLI – Bank-owned life insurance
bp(s) – Basis point(s)
C&I – Commercial and industrial
CARES Act – The Coronavirus Aid, Relief, and Economic Security Act
CDI – Core Deposit Intangible
CECL Current expected credit losses
CET1 – Common Equity Tier 1 Capital defined by Basel III capital rules
CMO – Collateralized mortgage obligation
Code – Internal Revenue Code, as amended
Company – Synovus Financial Corp. and its wholly-owned subsidiaries, except where the context requires otherwise
Covered Litigation – Certain Visa litigation for which Visa is indemnified by Visa USA members
COVID-19 – Coronavirus disease 2019
CRA – Community Reinvestment Act
CRE – Commercial real estate
Dodd-Frank Act – The Dodd-Frank Wall Street Reform and Consumer Protection Act
EVE – Economic value of equity
Exchange Act – Securities Exchange Act of 1934, as amended
FASB – Financial Accounting Standards Board
FCA – Financial Conduct Authority
FDIC – Federal Deposit Insurance Corporation
Federal Reserve Bank – The 12 banks that are the operating arms of the U.S. central bank. They implement the policies of the Federal Reserve Board 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
i


Federal Reserve System – The 12 Federal Reserve Banks, with each one serving member banks in its own district. This system, supervised by the Federal Reserve Board, has broad regulatory powers over the money supply and the credit structure
FFIEC – Federal Financial Institutions Examination Council
FFIEC Retail Credit Classification Policy – FFIEC Uniform Retail Credit Classification and Account Management Policy
FHLB – Federal Home Loan Bank
FICO – Fair Isaac Corporation
FMS – Financial Management Services, a division of Synovus Bank
FTE – Fully taxable-equivalent
FTP – Funds transfer pricing
GA DBF – Georgia Department of Banking and Finance
GAAP – Generally Accepted Accounting Principles in the United States of America
GGL – Government guaranteed loans
HELOC – Home equity line of credit
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
LGD – Loss given default
LIBOR – London Interbank Offered Rate
LIHTC – Low Income Housing Tax Credit
LTV – Loan-to-collateral value ratio
MBS – Mortgage-backed security
MPS – Merchant processing servicer(s)
NAICS – North American Industry Classification System
nm – not meaningful
NPA – Non-performing assets
NPL – Non-performing loans
NSF – Non-sufficient funds
OCI – Other comprehensive income
ORE – Other real estate
P&I – Principal and interest
Parent Company – Synovus Financial Corp.
PPP Paycheck Protection Program established as part of the CARES Act and launched on April 3, 2020 by the SBA and Treasury
SBA – Small Business Administration
SBIC – Small Business Investment Company
SEC – U.S. Securities and Exchange Commission
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
SOFR – Secured Overnight Financing Rate
ii


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' 2020 Form 10-K – Synovus' Annual Report on Form 10-K for the year ended December 31, 2020
Synovus Forward – Synovus' revenue growth and expense efficiency initiatives announced in January of 2020
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)
TSR – Total shareholder return
UPB – Unpaid principal balance
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

iii



PART I. FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
SYNOVUS FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share and per share data) March 31, 2021 December 31, 2020
ASSETS
Cash and due from banks $ 493,645  $ 531,625 
Interest-bearing funds with Federal Reserve Bank 2,722,100  3,586,565 
Interest earning deposits with banks 23,969  20,944 
Federal funds sold and securities purchased under resale agreements 88,552  113,783 
     Total cash, cash equivalents, and restricted cash 3,328,266  4,252,917 
Investment securities available for sale, at fair value 8,825,757  7,962,438 
Loans held for sale (includes $242,010 and $216,647 measured at fair value, respectively)
993,887  760,123 
Loans, net of deferred fees and costs 38,805,101  38,252,984 
Allowance for loan losses (563,214) (605,736)
Loans, net 38,241,887  37,647,248 
Cash surrender value of bank-owned life insurance 1,054,475  1,049,373 
Premises, equipment and software, net 454,911  463,959 
Goodwill 452,390  452,390 
Other intangible assets, net 42,733  45,112 
Other assets 1,764,705  1,760,599 
Total assets $ 55,159,011  $ 54,394,159 
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits:
Non-interest-bearing deposits $ 14,660,287  $ 13,477,854 
Interest-bearing deposits 32,708,664  33,213,717 
Total deposits 47,368,951  46,691,571 
Securities sold under repurchase agreements
293,659  227,922 
Other short-term borrowings   7,717 
Long-term debt 1,202,825  1,202,494 
Other liabilities 1,131,859  1,103,121 
Total liabilities 49,997,294  49,232,825 
Shareholders' Equity
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 168,978,380 and 168,132,522; outstanding 148,888,513 and 148,039,495
168,978  168,133 
Additional paid-in capital 3,864,281  3,851,208 
Treasury stock, at cost; 20,089,867 and 20,093,027 shares
(731,690) (731,806)
Accumulated other comprehensive income, net 15,278  158,635 
Retained earnings 1,307,725  1,178,019 
Total shareholders' equity 5,161,717  5,161,334 
Total liabilities and shareholders' equity $ 55,159,011  $ 54,394,159 
See accompanying notes to unaudited interim consolidated financial statements.
1



SYNOVUS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three Months Ended March 31,
(in thousands, except per share data) 2021 2020
Interest income:
Loans, including fees
$ 372,491  $ 427,337 
Investment securities available for sale
29,458  51,653 
Loans held for sale
6,462  792 
Federal Reserve Bank balances
673  1,508 
Other earning assets
733  2,607 
Total interest income
409,817  483,897 
Interest expense:
Deposits
25,018  86,002 
Federal funds purchased, securities sold under repurchase agreements, and other short-term borrowings
34  5,932 
Long-term debt
10,908  18,703 
Total interest expense
35,960  110,637 
Net interest income
373,857  373,260 
(Reversal of) provision for credit losses
(18,575) 158,722 
Net interest income after provision for credit losses
392,432  214,538 
Non-interest revenue:
Service charges on deposit accounts
20,033  20,689 
Fiduciary and asset management fees
17,954  15,174 
Card fees
11,996  10,950 
Brokerage revenue
12,974  12,398 
Mortgage banking income
22,315  12,227 
Capital markets income
7,505  11,243 
Income from bank-owned life insurance
8,843  6,038 
Investment securities (losses) gains, net
(1,990) 8,734 
Other non-interest revenue
11,326  6,404 
Total non-interest revenue
110,956  103,857 
Non-interest expense:
Salaries and other personnel expense
161,477  149,678 
Net occupancy, equipment, and software expense
41,134  42,194 
Third-party processing and other services
20,032  22,700 
Professional fees
9,084  10,675 
FDIC insurance and other regulatory fees
5,579  5,278 
Other operating expenses
29,828  45,754 
Total non-interest expense
267,134  276,279 
Income before income taxes
236,254  42,116 
Income tax expense
49,161  3,595 
Net income
187,093  38,521 
Less: Preferred stock dividends
8,291  8,291 
Net income available to common shareholders
$ 178,802  $ 30,230 
Net income per common share, basic
$ 1.20  $ 0.21 
Net income per common share, diluted
1.19  0.20 
Weighted average common shares outstanding, basic
148,467  147,311 
Weighted average common shares outstanding, diluted
149,780  148,401 
See accompanying notes to unaudited interim consolidated financial statements.
2



SYNOVUS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)

Three Months Ended March 31,
2021 2020
(in thousands)
Before-tax Amount Income Tax Net of Tax Amount Before-tax Amount Income Tax Net of Tax Amount
Net income
$ 236,254  $ (49,161) $ 187,093  $ 42,116  $ (3,595) $ 38,521 
Unrealized gains (losses) on investment securities available for sale:
Net unrealized gains (losses) arising during the period
(165,241) 42,781  (122,460) 158,341  (41,011) 117,330 
Reclassification adjustment for realized (gains) losses included in net income
1,990  (515) 1,475  (8,734) 2,262  (6,472)
Net change
(163,251) 42,266  (120,985) 149,607  (38,749) 110,858 
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Net unrealized gains (losses) arising during the period
(29,057) 7,874  (21,183) 108,639  (28,138) 80,501 
Reclassification adjustment for realized (gains) losses included in net income (1,599) 410  (1,189) (120) 31  (89)
Net change (30,656) 8,284  (22,372) 108,519  (28,107) 80,412 
Total other comprehensive income (loss)
$ (193,907) $ 50,550  $ (143,357) $ 258,126  $ (66,856) $ 191,270 
Comprehensive income
$ 43,736  $ 229,791 
See accompanying notes to unaudited interim consolidated financial statements.
3



SYNOVUS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(unaudited)
(in thousands, except per share data) Preferred Stock Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss)
Retained Earnings Total
Balance, December 31, 2020 $ 537,145  $ 168,133  $ 3,851,208  $ (731,806) $ 158,635  $ 1,178,019  $ 5,161,334 
Net income           187,093  187,093 
Other comprehensive loss, net of income taxes         (143,357)   (143,357)
Cash dividends declared on common stock - $0.33 per share
          (49,093) (49,093)
Cash dividends declared on preferred stock(1)
          (8,291) (8,291)
Restricted share unit vesting and taxes paid related to net share settlement   271  (6,456)       (6,185)
Stock options exercised, net   574  11,978        12,552 
Warrants exercised with net settlement and common stock reissued     (113) 116    (3)  
Share-based compensation expense     7,664        7,664 
Balance at March 31, 2021 $ 537,145  $ 168,978  $ 3,864,281  $ (731,690) $ 15,278  $ 1,307,725  $ 5,161,717 
Balance, December 31, 2019 $ 537,145  $ 166,801  $ 3,819,336  $ (715,560) $ 65,641  $ 1,068,327  $ 4,941,690 
Cumulative-effect of change in accounting principle for credit losses (ASU 2016-13), net of tax —  —  —  —  —  (35,721) (35,721)
Net income —  —  —  —  —  38,521  38,521 
Other comprehensive income, net of income taxes —  —  —  —  191,270  —  191,270 
Cash dividends declared on common stock - $0.33 per share
—  —  —  —  —  (48,598) (48,598)
Cash dividends declared on preferred stock(1)
—  —  —  —  —  (8,291) (8,291)
Repurchases of common stock including costs to repurchase —  —  —  (16,246) —  —  (16,246)
Restricted share unit vesting and taxes paid related to net share settlement —  345  (7,602) —  —  —  (7,257)
Stock options exercised, net —  214  6,053  —  —  —  6,267 
Share-based compensation expense —  —  3,570  —  —  —  3,570 
Balance at March 31, 2020 $ 537,145  $ 167,360  $ 3,821,357  $ (731,806) $ 256,911  $ 1,014,238  $ 5,065,205 
(1)    For the three months ended March 31, 2021 and 2020, dividends per share were $0.39 and $0.37 for Series D and Series E Preferred Stock, respectively.
See accompanying notes to unaudited interim consolidated financial statements.
4



SYNOVUS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended March 31,
(in thousands) 2021 2020
Operating Activities
Net income
$ 187,093  $ 38,521 
Adjustments to reconcile net income to net cash (used) provided by operating activities:
(Reversal of) provision for credit losses
(18,575) 158,722 
Depreciation, amortization, and accretion, net
52,395  23,649 
Deferred income tax expense (benefit)
17,926  (10,978)
Originations of loans held for sale
(1,075,343) (254,395)
Proceeds from sales and payments on loans held for sale
857,872  259,224 
Gain on sales of loans held for sale, net
(16,293) (9,497)
Decrease (increase) in other assets
17,437  (442,711)
(Decrease) increase in other liabilities
(11,936) 260,486 
Investment securities losses (gains), net
1,990  (8,734)
Share-based compensation expense
7,664  3,570 
 Other —  1,904 
Net cash provided by operating activities
20,230  19,761 
Investing Activities
Proceeds from maturities and principal collections of investment securities available for sale
852,628  341,431 
Proceeds from sales of investment securities available for sale
223,977  413,180 
Purchases of investment securities available for sale
(2,125,567) (755,558)
Proceeds from sales of loans
21,535  11,808 
Purchases of loans (606,985) — 
Net decrease (increase) in loans
5,084  (1,065,125)
Net purchases of Federal Home Loan Bank stock
(1,200) (978)
Net purchases of Federal Reserve Bank stock
  (454)
Net proceeds from settlement (purchases) of bank-owned life insurance policies
3,784  (249,942)
Net increase in premises, equipment and software
(4,027) (6,941)
Other 1,247  8,547 
Net cash used in investing activities
(1,629,524) (1,304,032)
Financing Activities
Net increase in deposits
677,380  1,420,659 
Net increase in federal funds purchased and securities sold under repurchase agreements
65,737  147,086 
Net decrease in other short-term borrowings
(7,717) (578,560)
Repayments and redemption of long-term debt
  (251,904)
Proceeds from issuance of long-term debt, net
  1,248,441 
Dividends paid to common shareholders
(48,834) (44,149)
Dividends paid to preferred shareholders
(8,291) (3,150)
Repurchase of common stock
  (16,246)
Issuances, net of taxes paid, under equity compensation plans
6,368  (990)
Net cash provided by financing activities
684,643  1,921,187 
(Decrease) increase in cash and cash equivalents including restricted cash
(924,651) 636,916 
Cash, cash equivalents, and restricted cash, at beginning of period
4,252,917  1,186,918 
Cash, cash equivalents, and restricted cash at end of period
$ 3,328,266  $ 1,823,834 
Supplemental Disclosures:
Income taxes paid $ 48,505  $ 920 
Interest paid 46,599  109,340 
Non-cash Activities
Securities sold during the period but settled after period-end   169,748 
Securities purchased during the period but settled after period-end 53,699  113,818 
Loans foreclosed and transferred to other real estate 720  1,951 
Dividends declared on common stock during the period but paid after period-end 49,093  48,598 
Dividends declared on preferred stock during the period but paid after period-end 5,141  5,141 
See accompanying notes to unaudited interim consolidated financial statements.
5



Notes to Unaudited Interim Consolidated Financial Statements
Note 1 - Basis of Presentation and Accounting Policies
General
The accompanying unaudited interim consolidated financial statements of Synovus Financial Corp. include the accounts of the Parent Company and its consolidated subsidiaries. Synovus Financial Corp. is a financial services company based in Columbus, Georgia. Through its wholly-owned subsidiary, Synovus Bank, a Georgia state-chartered bank that is a member of the Federal Reserve System, the Company provides commercial and retail 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, and international banking. Synovus also provides financial planning, and investment advisory services through its wholly-owned subsidiaries, Synovus Trust and Synovus Securities, as well at its GLOBALT and Creative Financial Group divisions. Synovus Bank is positioned in markets in the Southeast, with 288 branches and 388 ATMs in Alabama, Florida, Georgia, South Carolina, and Tennessee.
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions to the SEC Form 10-Q and Article 10 of Regulation S-X; therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, comprehensive income, and cash flows in conformity with GAAP. All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the consolidated financial position and results of operations for the periods covered by this Report have been included. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes appearing in Synovus' 2020 Form 10-K.
Reclassifications
Prior periods' consolidated financial statements are reclassified whenever necessary to conform to the current periods' presentation.
Use of Estimates in the Preparation of Financial Statements
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 revenues and expenses for the periods presented. Actual results could differ significantly from those estimates.
Material estimates that are particularly susceptible to change relate to the determination of the ACL; estimates of fair value; income taxes; and contingent liabilities.
Recently Adopted Accounting Standards
ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs. The guidance in this ASU pertains to the shortened amortization period for certain purchased callable debt securities held at a premium, which premium is amortized to the earliest call date in accordance with ASC 310-20-25-33, and clarifies that an entity should reevaluate whether a callable debt security is within the scope of paragraph 310-20-25-33 for each reporting period. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020. Synovus adopted ASU 2020-08 effective January 1, 2021 with no material impact to the unaudited consolidated financial statements.
ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued ASU 2019-12 to simplify and reduce complexities when accounting for income taxes by removing certain exceptions. Among the provisions of this guidance are the requirement that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020. Synovus adopted ASU 2019-12 effective January 1, 2021 with no material impact to the unaudited consolidated financial statements unless there are changes in tax law that require recognition as set forth in this guidance.
Recently Issued Accounting Standards Not Yet Adopted
ASU 2021-01, Reference Rate Reform (Topic 848): Scope: In January 2021, the FASB issued ASU 2021-01 which provides optional expedients and exceptions in Topic 848 for derivative instruments and hedge accounting modifications resulting from the discounting transition of reference rate reform. The expedients and exceptions provided by ASU 2021-01 will not be available after December 31, 2022, other than for existing hedging relationships entered into by December 31, 2022. The ASU may be applied as of the beginning of an interim period that includes or is subsequent to March 12, 2020, until the sunset date of December 31, 2022. Synovus adopted ASU 2020-04 Reference Rate Reform: Facilitation of the Effects of
6



Reference Rate Reform on Financial Reporting on October 1, 2020. Synovus has not yet elected optional expedients for ASU 2021-01.
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 March 31, 2021 and December 31, 2020 are summarized below.
March 31, 2021
(in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
U.S. Treasury securities $ 70,085  $   $ (3,629) $ 66,456 
U.S. Government agency securities 79,148  2,026    81,174 
Mortgage-backed securities issued by U.S. Government agencies 964,709  1,542  (11,069) 955,182 
Mortgage-backed securities issued by U.S. Government sponsored enterprises 6,100,521  78,507  (77,253) 6,101,775 
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises 1,155,180  12,678  (10,635) 1,157,223 
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises 440,556  12,006  (7,348) 445,214 
Corporate debt securities and other debt securities 18,235  504  (6) 18,733 
Total investment securities available for sale $ 8,828,434  $ 107,263  $ (109,940) $ 8,825,757 
December 31, 2020
(in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
U.S. Treasury securities $ 20,257  $ —  $ —  $ 20,257 
U.S. Government agency securities 79,638  2,682  —  82,320 
Mortgage-backed securities issued by U.S. Government agencies 1,216,012  7,930  (5,925) 1,218,017 
Mortgage-backed securities issued by U.S. Government sponsored enterprises 4,865,858  134,188  —  5,000,046 
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises 1,245,644  15,309  (10,576) 1,250,377 
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises 354,244  16,677  —  370,921 
Corporate debt securities and other debt securities 20,211  457  (168) 20,500 
Total investment securities available for sale $ 7,801,864  $ 177,243  $ (16,669) $ 7,962,438 
At both March 31, 2021 and December 31, 2020, investment securities with a carrying value of $3.84 billion were pledged to secure certain deposits and other liabilities, as required by law or contractual agreements.            

7



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 March 31, 2021 and December 31, 2020 are presented below.
March 31, 2021
Less than 12 Months 12 Months or Longer Total
(in thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
U.S. Treasury securities $ 46,195  $ (3,629) $   $   $ 46,195  $ (3,629)
Mortgage-backed securities issued by U.S. Government agencies 784,433  (11,069)     784,433  (11,069)
Mortgage-backed securities issued by U.S. Government sponsored enterprises 4,214,454  (77,253)     4,214,454  (77,253)
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises 770,319  (10,635)     770,319  (10,635)
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises 176,469  (7,348)     176,469  (7,348)
Corporate debt securities and other debt securities 9,498  (6)     9,498  (6)
Total $ 6,001,368  $ (109,940) $   $   $ 6,001,368  $ (109,940)
December 31, 2020
Less than 12 Months 12 Months or Longer Total
(in thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
Mortgage-backed securities issued by U.S. Government agencies $ 566,896  $ (5,925) $ —  $ —  $ 566,896  $ (5,925)
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises 803,429  (10,576) —  —  803,429  (10,576)
Corporate debt securities and other debt securities 9,337  (168) —  —  9,337  (168)
Total $ 1,379,662  $ (16,669) $ —  $ —  $ 1,379,662  $ (16,669)
As of March 31, 2021, Synovus had 115 investment securities in a loss position for less than twelve months and no investment securities in a loss position for twelve months or longer. 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. Additionally, Synovus is not currently aware of any circumstances which will require it to sell any of the securities that are in an unrealized loss position prior to the respective securities' recovery of all such unrealized losses. As such, no write-downs to the amortized cost basis of the portfolio were recorded at March 31, 2021.
At March 31, 2021, 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.
The amortized cost and fair value by contractual maturity of investment securities available for sale at March 31, 2021 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.
8



Distribution of Maturities at March 31, 2021
(in thousands) Within One
 Year
1 to 5
Years
5 to 10
 Years
More Than
 10 Years
Total
Amortized Cost
U.S. Treasury securities $ 20,261  $   $ 49,824  $   $ 70,085 
U.S. Government agency securities 430  1,594  77,124    79,148 
Mortgage-backed securities issued by U.S. Government agencies   1,232  162  963,315  964,709 
Mortgage-backed securities issued by U.S. Government sponsored enterprises 76  87  77,685  6,022,673  6,100,521 
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises     206  1,154,974  1,155,180 
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises 4,126  109,488  227,357  99,585  440,556 
Corporate debt securities and other debt securities   9,504  8,731    18,235 
Total amortized cost $ 24,893  $ 121,905  $ 441,089  $ 8,240,547  $ 8,828,434 
Fair Value
U.S. Treasury securities $ 20,261  $   $ 46,195  $   $ 66,456 
U.S. Government agency securities 438  1,623  79,113    81,174 
Mortgage-backed securities issued by U.S. Government agencies   1,281  169  953,732  955,182 
Mortgage-backed securities issued by U.S. Government sponsored enterprises 77  88  80,469  6,021,141  6,101,775 
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises     215  1,157,008  1,157,223 
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises 4,126  113,783  224,116  103,189  445,214 
Corporate debt securities and other debt securities   9,498  9,235    18,733 
Total fair value $ 24,902  $ 126,273  $ 439,512  $ 8,235,070  $ 8,825,757 
Proceeds from sales, gross gains, and gross losses on sales of securities available for sale for the three months ended March 31, 2021 and 2020 are presented below. The specific identification method is used to reclassify gains and losses out of other comprehensive income at the time of sale.
Three Months Ended March 31,
(in thousands) 2021 2020
Proceeds from sales of investment securities available for sale $ 223,977  $ 413,180 
Gross realized gains on sales   8,734 
Gross realized losses on sales (1,990) — 
Investment securities gains (losses), net $ (1,990) $ 8,734 

9



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 March 31, 2021 and December 31, 2020.
March 31, 2021
(in thousands) Current 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 $ 12,573,032  $ 12,545  $ 292  $ 12,837  $ 59,145  $ 17,315  $ 12,662,329 
Owner-occupied 7,009,586  4,422  305  4,727  17,192    7,031,505 
Total commercial and industrial 19,582,618  16,967  597  17,564  76,337  17,315  19,693,834 
Investment properties 9,305,441  4,295  400  4,695  16,880  8,709  9,335,725 
1-4 family properties 633,971  871  61  932  2,815  1,236  638,954 
Land and development 553,698  3,661  89  3,750  1,801    559,249 
Total commercial real estate 10,493,110  8,827  550  9,377  21,496  9,945  10,533,928 
Consumer mortgages 5,283,865  4,109    4,109  11,201    5,299,175 
Home equity lines 1,417,714  2,446  16  2,462  12,191    1,432,367 
Credit cards 263,660  1,835  1,876  3,711      267,371 
Other consumer loans 1,563,272  7,705  765  8,470  6,684    1,578,426 
Total consumer 8,528,511  16,095  2,657  18,752  30,076    8,577,339 
Loans, net of deferred fees and costs $ 38,604,239  $ 41,889  $ 3,804  $ 45,693  $ 127,909  $ 27,260  $ 38,805,101 

December 31, 2020
(in thousands) Current 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 $ 12,321,514  $ 10,256  $ 996  $ 11,252  $ 55,527  $ 21,859  $ 12,410,152 
Owner-occupied 7,087,992  1,913  92  2,005  20,019  —  7,110,016 
Total commercial and industrial 19,409,506  12,169  1,088  13,257  75,546  21,859  19,520,168 
Investment properties 9,075,843  2,751  154  2,905  24,631  —  9,103,379 
1-4 family properties 621,492  3,548  36  3,584  2,383  1,236  628,695 
Land and development 591,048  422  —  422  1,899  264  593,633 
Total commercial real estate 10,288,383  6,721  190  6,911  28,913  1,500  10,325,707 
Consumer mortgages 5,495,415  8,851  485  9,336  8,740  —  5,513,491 
Home equity lines 1,521,575  4,006  —  4,006  12,145  —  1,537,726 
Credit cards 276,778  2,363  1,877  4,240  —  —  281,018 
Other consumer loans 1,062,899  9,122  477  9,599  2,376  —  1,074,874 
Total consumer 8,356,667  24,342  2,839  27,181  23,261  —  8,407,109 
Loans, net of deferred fees and costs $ 38,054,556  $ 43,232  $ 4,117  $ 47,349  $ 127,720  $ 23,359  $ 38,252,984 
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 $3.4 million and $2.1 million for the three months ended March 31, 2021 and 2020, respectively. Of the interest income recognized during the three months ended March 31, 2021 and 2020, cash-basis interest income was $622 thousand and $961 thousand, respectively.

10




Pledged Loans
Loans with carrying values of $14.27 billion and $15.05 billion, respectively, were pledged as collateral for borrowings and capacity at March 31, 2021 and December 31, 2020, 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. Whether for real estate or non-real estate purpose, 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. PPP loans, which are categorized as C&I loans, were $2.36 billion at March 31, 2021 and are guaranteed by the SBA.
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 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).
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, HELOCs, and credit card loans, as well as home improvement loans, student, personal, and auto loans from third-party lending. The majority of Synovus' consumer loans are consumer mortgages and HELOCs 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 quarterly 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 HELOCs) secured by junior liens on 1-4
11



family residential properties also consider available information on the payment status of any associated senior liens with other financial institutions.
The following tables summarize each loan portfolio class by risk grade and origination year as of March 31, 2021 and December 31, 2020 as required under CECL.
March 31, 2021
Term Loans Amortized Cost Basis by Origination Year Revolving Loans
(in thousands) 2021 2020 2019 2018 2017 Prior Amortized Cost Basis Converted to Term Loans Total
Commercial, financial and agricultural
Pass $ 1,059,766  $ 3,169,156  $ 1,277,288  $ 784,112  $ 557,454  $ 1,181,305  $ 4,072,579  $ 45,856  $ 12,147,516 
Special Mention 807  57,063  38,581  7,942  18,243  3,678  95,135  465  221,914 
Substandard(1)
772  64,917  33,901  11,166  23,815  42,824  90,617  114  268,126 
Doubtful(2)
  512  4,055  19,894      312    24,773 
Total commercial, financial and agricultural 1,061,345  3,291,648  1,353,825  823,114  599,512  1,227,807  4,258,643  46,435  12,662,329 
Owner-occupied
Pass 250,215  1,306,635  1,271,373  1,089,766  880,566  1,640,599  383,907    6,823,061 
Special Mention 429  5,603  10,306  19,447  10,200  15,568      61,553 
Substandard(1)
92  3,783  26,473  45,438  26,186  35,281      137,253 
Doubtful(2)
      9,638          9,638 
Total owner-occupied 250,736  1,316,021  1,308,152  1,164,289  916,952  1,691,448  383,907    7,031,505 
Total commercial and industrial 1,312,081  4,607,669  2,661,977  1,987,403  1,516,464  2,919,255  4,642,550  46,435  19,693,834 
Investment properties
Pass 266,356  1,189,454  2,196,482  1,879,176  917,367  1,623,228  276,553    8,348,616 
Special Mention   1,321  81,524  229,161  163,844  284,980  56,102    816,932 
Substandard(1)
1,040  987  8,413  58,991  23,677  76,974  95    170,177 
Total investment properties 267,396  1,191,762  2,286,419  2,167,328  1,104,888  1,985,182  332,750    9,335,725 
1-4 family properties
Pass 66,477  179,602  79,636  60,281  78,564  116,823  41,043    622,426 
Special Mention 271  399    366    894      1,930 
Substandard(1)
1,812  1,691  439  5,521  1,199  2,596  1,340    14,598 
Total 1-4 family properties 68,560  181,692  80,075  66,168  79,763  120,313  42,383    638,954 
12



March 31, 2021
Term Loans Amortized Cost Basis by Origination Year Revolving Loans
(in thousands) 2021 2020 2019 2018 2017 Prior Amortized Cost Basis Converted to Term Loans Total
Land and development
Pass 23,510  84,651  134,182  81,260  83,035  79,755  59,018    545,411 
Special Mention 97  849  1,986  1,455  173  383      4,943 
Substandard(1)
22  1,221  50  3,980  893  2,729      8,895 
Total land and development 23,629  86,721  136,218  86,695  84,101  82,867  59,018    559,249 
Total commercial real estate 359,585  1,460,175  2,502,712  2,320,191  1,268,752  2,188,362  434,151    10,533,928 
Consumer mortgages
Pass 258,674  1,796,593  797,705  358,353  585,879  1,438,675  1,012    5,236,891 
Substandard(1)
206  181  2,615  11,939  11,008  36,034      61,983 
Loss(3)
          301      301 
Total consumer mortgages 258,880  1,796,774  800,320  370,292  596,887  1,475,010  1,012    5,299,175 
Home equity lines
Pass             1,329,980  85,254  1,415,234 
Substandard(1)
            9,717  6,422  16,139 
Doubtful(2)
              19  19 
Loss(3)
            832  143  975 
Total home equity lines             1,340,529  91,838  1,432,367 
Credit cards
Pass             265,496    265,496 
Substandard(1)
            521    521 
Loss(4)
            1,354    1,354 
Total credit cards             267,371    267,371 
Other consumer loans
Pass 7,626  797,532  169,798  74,833  88,716  126,009  306,096    1,570,610 
Substandard(1)
  15  2,273  1,572  2,967  691  264    7,782 
Loss(4)
          34      34 
Total other consumer loans 7,626  797,547  172,071  76,405  91,683  126,734  306,360    1,578,426 
Total consumer 266,506  2,594,321  972,391  446,697  688,570  1,601,744  1,915,272  91,838  8,577,339 
Loans, net of deferred fees and costs $ 1,938,172  $ 8,662,165  $ 6,137,080  $ 4,754,291  $ 3,473,786  $ 6,709,361  $ 6,991,973  $ 138,273  $ 38,805,101 
(1)    The majority of loans within Substandard risk grade are accruing loans at March 31, 2021.
(2)    Loans within Doubtful risk grade are on non-accrual status and generally have an ALL equal to 50% of the loan amount.
(3)    Loans within Loss risk grade are on non-accrual status and have an ALL equal to the full loan amount.
(4)    Represent amounts that were 120 days past due. These credits are downgraded to the Loss category with an ALL equal to the full loan amount and are generally charged off upon reaching 181 days past due in accordance with the FFIEC Retail Credit Classification Policy.
13



December 31, 2020
Term Loans Amortized Cost Basis by Origination Year Revolving Loans
(in thousands) 2020 2019 2018 2017 2016 Prior Amortized Cost Basis Converted to Term Loans Total
Commercial, financial and agricultural
Pass $ 3,819,048  $ 1,333,460  $ 847,283  $ 582,612  $ 551,413  $ 633,871  $ 4,102,751  $ 49,762  $ 11,920,200 
Special Mention 63,307  40,618  12,723  22,070  1,665  5,545  60,741  489  207,158 
Substandard(1)
28,698  36,618  24,867  36,072  12,808  35,172  84,498  514  259,247 
Doubtful(2)
—  3,721  19,778  —  —  —  48  —  23,547 
Total commercial, financial and agricultural 3,911,053  1,414,417  904,651  640,754  565,886  674,588  4,248,038  50,765  12,410,152 
Owner-occupied
Pass 1,321,680  1,275,435  1,131,183  982,056  555,932  1,297,070  349,566  —  6,912,922 
Special Mention 6,170  9,995  10,682  14,138  1,582  13,768  —  —  56,335 
Substandard(1)
2,570  22,793  42,615  26,033  7,316  29,794  —  —  131,121 
Doubtful(2)
—  —  9,638  —  —  —  —  —  9,638 
Total owner-occupied 1,330,420  1,308,223  1,194,118  1,022,227  564,830  1,340,632  349,566  —  7,110,016 
Total commercial and industrial 5,241,473  2,722,640  2,098,769  1,662,981  1,130,716  2,015,220  4,597,604  50,765  19,520,168 
Investment properties
Pass 1,055,440  2,126,667  1,999,345  1,091,880  483,780  1,301,088  229,044  —  8,287,244 
Special Mention 1,482  66,160  176,794  136,004  138,362  129,401  55,440  —  703,643 
Substandard(1)
1,007  4,770  24,476  19,820  21,875  40,509  35  —  112,492 
Total investment properties 1,057,929  2,197,597  2,200,615  1,247,704  644,017  1,470,998  284,519  —  9,103,379 
1-4 family properties
Pass 197,320  95,145  70,267  88,454  38,729  97,374  27,657  —  614,946 
Special Mention 402  —  508  109  786  118  —  —  1,923 
Substandard(1)
1,527  653  4,312  1,141  554  2,299  1,340  —  11,826 
Total 1-4 family properties 199,249  95,798  75,087  89,704  40,069  99,791  28,997  —  628,695 
Land and development
Pass 84,985  173,302  83,734  92,911  12,249  76,380  53,250  —  576,811 
Special Mention 857  1,995  2,866  282  —  1,332  636  —  7,968 
Substandard(1)
1,229  425  4,664  915  136  1,485  —  —  8,854 
Total land and development 87,071  175,722  91,264  94,108  12,385  79,197  53,886  —  593,633 
Total commercial real estate 1,344,249  2,469,117  2,366,966  1,431,516  696,471  1,649,986  367,402  —  10,325,707 
14



December 31, 2020
Term Loans Amortized Cost Basis by Origination Year Revolving Loans
(in thousands) 2020 2019 2018 2017 2016 Prior Amortized Cost Basis Converted to Term Loans Total
Consumer mortgages
Pass 1,871,512  874,769  425,711  678,255  685,810  965,382  1,040  —  5,502,479 
Substandard(1)
33  961  748  889  866  7,224  —  —  10,721 
Loss(3)
—  —  —  —  —  291  —  —  291 
Total consumer mortgages 1,871,545  875,730  426,459  679,144  686,676  972,897  1,040  —  5,513,491 
Home equity lines — 
Pass —  —  —  —  —  —  1,429,755  90,832  1,520,587 
Substandard(1)
—  —  —  —  —  —  9,698  5,996  15,694 
Doubtful(2)
—  —  —  —  —  —  —  19  19 
Loss(3)
—  —  —  —  —  —  1,283  143  1,426 
Total home equity lines —  —  —  —  —  —  1,440,736  96,990  1,537,726 
Credit cards
Pass —  —  —  —  —  —  279,142  —  279,142 
Substandard(1)
—  —  —  —  —  —  595  —  595 
Loss(4)
—  —  —  —  —  —  1,281  —  1,281 
Total credit cards —  —  —  —  —  —  281,018  —  281,018 
Other consumer loans — 
Pass 252,160  190,820  89,187  100,459  80,365  61,040  297,637  —  1,071,668 
Substandard(1)
19  762  262  1,195  121  585  227  —  3,171 
Loss(4)
—  —  —  —  —  35  —  —  35 
Total other consumer loans 252,179  191,582  89,449  101,654  80,486  61,660  297,864  —  1,074,874 
Total consumer 2,123,724  1,067,312  515,908  780,798  767,162  1,034,557  2,020,658  96,990  8,407,109 
Loans, net of deferred fees and costs $ 8,709,446  $ 6,259,069  $ 4,981,643  $ 3,875,295  $ 2,594,349  $ 4,699,763  $ 6,985,664  $ 147,755  $ 38,252,984 
(1)    The majority of loans within Substandard risk grade are accruing loans at December 31, 2020.
(2)    Loans within Doubtful risk grade are on non-accrual status and generally have an ALL equal to 50% of the loan amount.
(3)    Loans within Loss risk grade are on non-accrual status and have an ALL equal to the full loan amount.
(4)    Represent amounts that were 120 days past due. These credits are downgraded to the Loss category with an ALL equal to the full loan amount and are generally charged off upon reaching 181 days past due in accordance with the FFIEC Retail Credit Classification Policy.
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 three months ended March 31, 2021.
15



Rollforward of Allowance for Loan Losses
The following tables detail the changes in the ALL by loan segment for the three months ended March 31, 2021 and 2020.
As Of and For the Three Months Ended March 31, 2021
(in thousands) Commercial & Industrial Commercial Real Estate Consumer Total
Allowance for loan losses:
Beginning balance $ 229,555  $ 130,742  $ 245,439  $ 605,736 
Charge-offs (9,417) (10,319) (5,589) (25,325)
Recoveries 2,772  1,026  1,323  5,121 
Provision for (reversal of) loan losses 31,867  (7,637) (46,548) (22,318)
Ending balance $ 254,777  $ 113,812  $ 194,625  $ 563,214 
As Of and For the Three Months Ended March 31, 2020
(in thousands) Commercial & Industrial Commercial Real Estate Consumer Total
Allowance for loan losses:
Beginning balance, prior to adoption of ASC 326 $ 145,782  $ 67,430  $ 68,190  $ 281,402 
Impact from adoption of ASC 326 (2,310) (651) 85,955  82,994 
Beginning balance, after adoption of ASC 326 $ 143,472  $ 66,779  $ 154,145  $ 364,396 
Charge-offs (14,885) (1,017) (7,972) (23,874)
Recoveries 1,741  399  1,673  3,813 
Provision for loan losses 86,622  40,956  21,539  149,117 
Ending balance $ 216,950  $ 107,117  $ 169,385  $ 493,452 
The ALL of $563.2 million and the reserve for unfunded commitments of $51.5 million, which is recorded in other liabilities, comprise the total ACL of $614.7 million at March 31, 2021, which decreased during the first quarter of 2021 by $38.8 million, resulting in an ACL to loans coverage ratio of 1.58%. The modeling assumptions for the first quarter of 2021 utilized a two-year reasonable and supportable forecast period and comprised a multiple-scenario economic framework. 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. The ACL at March 31, 2021 incorporates a baseline outlook with moderate economic expansion and benefits from the estimated impact of government stimulus. Provision for credit losses includes the provisions for loan losses and unfunded commitments. The reversal of provision for credit losses of $18.6 million for the three months ended March 31, 2021 included net charge-offs of $20.2 million and resulted from the improved economic outlook and stable loan portfolio metrics that were partially offset by the increased size of the loan portfolio including $15.2 million in reserves added as result of purchases of $607.0 million of third-party lending loans, including a $476.2 million prime auto purchase.


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TDRs
Information about Synovus' TDRs is presented in the following tables. Synovus began entering into loan modifications with borrowers in response to the COVID-19 pandemic, some of which have not been classified as TDRs, and therefore are not included in the discussion below. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" in Synovus' 2020 Form 10-K for information on Synovus' loan modifications due to COVID-19. The following tables represent, by concession type, the post-modification balance for loans modified or renewed during the three months ended March 31, 2021 and 2020 that were reported as accruing or non-accruing TDRs.
TDRs by Concession Type
Three Months Ended March 31, 2021
(in thousands, except contract data) Number of Contracts Below Market Interest Rate
Other Concessions(1)
Total
Commercial, financial and agricultural 40  $ 3,233  $ 2,563  $ 5,796 
Owner-occupied 5  1,254  399  1,653 
Total commercial and industrial 45  4,487  2,962  7,449 
Investment properties 5  1,984    1,984 
1-4 family properties 5  463  39  502 
Land and development 1    43  43 
Total commercial real estate 11  2,447  82  2,529 
Consumer mortgages        
Home equity lines 13  587  162  749 
Other consumer loans 73  129  4,619  4,748 
Total consumer 86  716  4,781  5,497 
Total TDRs 142  $ 7,650  $ 7,825  $ 15,475 
(2)
Three Months Ended March 31, 2020
(in thousands, except contract data) Number of Contracts Below Market Interest Rate
Other Concessions(1)
Total
Commercial, financial and agricultural 36  $ 3,724  $ 2,011  $ 5,735 
Owner-occupied 1,367  96  1,463 
Total commercial and industrial 41  5,091  2,107  7,198 
Investment properties 23,070  —  23,070 
1-4 family properties 724  442  1,166 
Land and development 449  —  449 
Total commercial real estate 24,243  442  24,685 
Consumer mortgages 515  1,083  1,598 
Home equity lines 19  275  964  1,239 
Other consumer loans 29  78  1,897  1,975 
Total consumer 54  868  3,944  4,812 
Total TDRs 104  $ 30,202  $ 6,493  $ 36,695 
(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 three months ending March 31, 2021 and 2020.
(2)    No net charge-offs were recorded during the three months ended March 31, 2021.
(3)    No net charge-offs were recorded during the three months ended March 31, 2020.
For the three months ended March 31, 2021 there were no defaults 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) compared to three defaults with a recorded investment of $618 thousand for the three months ended March 31, 2020. As of March 31, 2021 and December 31, 2020, there were no commitments to lend a material amount of additional funds to any customer whose loan was classified as a TDR.

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Note 4 - Goodwill and Other Intangible Assets
Goodwill allocated to each reporting unit at March 31, 2021 and December 31, 2020 is presented as follows (the FMS reportable segment includes two reporting units of Consumer Mortgage and Wealth Management):
(in thousands) Community Banking Reporting Unit Wholesale Banking Reporting Unit Consumer Mortgage Reporting Unit Wealth Management Reporting Unit Total
Balance as of December 31, 2020 $ 256,323  $ 171,636  $ —  $ 24,431  $ 452,390 
Goodwill acquired and adjustments during the year          
Balance as of March 31, 2021 $ 256,323  $ 171,636  $   $ 24,431  $ 452,390 
Goodwill is not amortized but 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). Synovus performs its annual evaluation of goodwill impairment during the fourth quarter of each year. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 7 - Goodwill and Other Intangible Assets" to the consolidated financial statements of Synovus' 2020 Form 10-K for information on Synovus' quantitative assessments of goodwill impairment during 2020.
The following table shows the gross carrying amount and accumulated amortization of other intangible assets as of March 31, 2021 and December 31, 2020, 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. Aggregate other intangible assets amortization expense for the three months ended March 31, 2021 and 2020 was $2.4 million and $2.6 million, respectively.
(in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Value
March 31, 2021
CDI $ 57,400  $ (21,916) $ 35,484 
Other 12,500  (5,251) 7,249 
Total other intangible assets $ 69,900  $ (27,167) $ 42,733 
December 31, 2020
CDI $ 57,400  $ (19,829) $ 37,571 
Other 12,500  (4,959) 7,541 
Total other intangible assets $ 69,900  $ (24,788) $ 45,112 

Note 5 - Shareholders' Equity and Other Comprehensive Income (Loss)
Dividends
The following table presents dividends declared related to common stock. For information related to preferred stock dividends, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 11 - Shareholders' Equity and Other Comprehensive Income" to the consolidated financial statements of Synovus' 2020 Form 10-K.
Three Months Ended March 31,
2021 2020
Cash dividends declared per common share $ 0.33  $ 0.33 
Repurchases of Common Stock
Synovus announced on January 26, 2021 that its Board of Directors authorized share repurchases of up to $200 million in 2021. During the first quarter of 2021, the Company did not complete any share repurchases.
Changes in Accumulated Other Comprehensive Income (Loss) by Component (Net of Income Taxes)
The following tables illustrate activity within the balances in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2021 and 2020.
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Changes in Accumulated Other Comprehensive Income (Loss) by Component (Net of Income Taxes)
(in thousands)
Net unrealized gains (losses) on investment securities available for sale(1)
Net unrealized gains (losses) on cash flow hedges(1)
Post-retirement unfunded health benefit Total
Balance, December 31, 2020 $ 105,669  $ 52,966  $   $ 158,635 
Other comprehensive income (loss) before reclassifications (122,460) (21,183)   (143,643)
Amounts reclassified from AOCI 1,475  (1,189)   286 
Net current period other comprehensive income (loss) (120,985) (22,372)   (143,357)
Balance at March 31, 2021 $ (15,316) $ 30,594  $   $ 15,278 
Balance, December 31, 2019 $ 83,666  $ (18,487) $ 462  $ 65,641 
Other comprehensive income (loss) before reclassifications 117,330  80,501  —  197,831 
Amounts reclassified from AOCI (6,472) (89) —  (6,561)
Net current period other comprehensive income (loss) 110,858  80,412  —  191,270 
Balance at March 31, 2020 $ 194,524  $ 61,925  $ 462  $ 256,911 
(1)    For all periods presented, 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. 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.
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Note 6 - Fair Value Accounting
See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" of Synovus' 2020 Form 10-K for a description of valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis.

The following table presents assets and liabilities measured at estimated fair value on a recurring basis.
March 31, 2021 December 31, 2020
(in thousands) Level 1 Level 2 Level 3 Total Estimated Fair Value Level 1 Level 2 Level 3 Total Estimated Fair Value
Recurring fair value measurements
Trading securities:
Mortgage-backed securities issued by U.S. Government agencies $   $   $   $   $ —  $ 10,185  $ —  $ 10,185 
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises   555    555  —  158  —  158 
Other mortgage-backed securities   375    375  —  178  —  178 
State and municipal securities   1,541    1,541  —  176  —  176 
Asset-backed securities   1,915    1,915  —  183  —  183 
Total trading securities $   $ 4,386  $   $ 4,386  $ —  $ 10,880  $ —  $ 10,880 
Investment securities available for sale:
U.S. Treasury securities $ 66,456  $   $   $ 66,456  $ 20,257  $ —  $ —  $ 20,257 
U.S. Government agency securities   81,174    81,174  —  82,320  —  82,320 
Mortgage-backed securities issued by U.S. Government agencies   955,182    955,182  —  1,218,017  —  1,218,017 
Mortgage-backed securities issued by U.S. Government sponsored enterprises   6,101,775    6,101,775  —  5,000,046  —  5,000,046 
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises   1,157,223    1,157,223  —  1,250,377  —  1,250,377 
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises   445,214    445,214  —  370,921  —  370,921 
Corporate debt securities and other debt securities   18,733    18,733  —  18,479  2,021  20,500 
Total investment securities available for sale $ 66,456  $ 8,759,301  $   $ 8,825,757  $ 20,257  $ 7,940,160  $ 2,021  $ 7,962,438 
Mortgage loans held for sale $   $ 242,010  $   $ 242,010  $ —  $ 216,647  $ —  $ 216,647 
Private equity investments     1,053  1,053  —  —  1,021  1,021 
Mutual funds and mutual funds held in rabbi trusts 39,943      39,943  37,650  —  —  37,650 
GGL/SBA loans servicing asset     3,305  3,305  —  —  3,258  3,258 
Derivative assets   276,831    276,831  —  401,295  —  401,295 
Trading liability for short positions         —  7,717  —  7,717 
Earnout liability     5,677  5,677  —  —  5,677  5,677 
Derivative liabilities   135,725  1,768  137,493  —  155,119  2,048  157,167 
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.
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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 changes in instrument-specific credit risk.
Mortgage Loans Held for Sale
(in thousands) As of March 31, 2021 As of December 31, 2020
Fair value $ 242,010  $ 216,647 
Unpaid principal balance 240,287  210,292 
Fair value less aggregate unpaid principal balance $ 1,723  $ 6,355 

Changes in Fair Value Included in Net Income Three Months Ended March 31,
(in thousands) 2021 2020
Mortgage loans held for sale $ (4,632) $ 619 
Activity for Level 3 Assets and Liabilities
See "Part II - Item 8. Financial Statements and Supplementary Data - Note 14 - Fair Value Accounting" of Synovus' 2020 Form 10-K for a description of the valuation techniques and significant inputs for Level 3 assets and liabilities that are measured at fair value on a recurring and non-recurring basis. During the three months ended March 31, 2021 and 2020, Synovus did not have any transfers in or out of Level 3 in the fair value hierarchy. The following tables provide rollforwards of Level 3 assets and liabilities measured at fair value on a recurring basis.
Three Months Ended March 31, 2021
(in thousands) Investment Securities Available for Sale Private Equity Investments GGL / SBA
Loans Servicing Asset
Earnout
Liability
Visa Derivative
Beginning balance $ 2,021  $ 1,021  $ 3,258  $ (5,677) $ (2,048)
Total gains (losses) realized/unrealized:
Included in earnings   32  (178)    
Sales (2,021)        
Additions     225     
Settlements         280 
Ending balance $   $ 1,053  $ 3,305  $ (5,677) $ (1,768)
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains/(losses) relating to assets/liabilities still held at March 31, 2021 $   $ 32  $   $   $  
Three Months Ended March 31, 2020
(in thousands) Investment Securities Available for Sale Private Equity Investments GGL / SBA
Loans Servicing Asset
Earnout
Liability
Visa Derivative
Beginning balance $ 2,105  $ 3,887  $ 3,040  $ (11,016) $ (2,339)
Total gains (losses) realized/unrealized:
Included in earnings —  (632) (264) —  — 
Unrealized gains (losses) included in OCI (543) —  —  —  — 
Additions —  —  373  —  — 
Settlements —  —  —  —  289 
Ending balance $ 1,562  $ 3,255  $ 3,149  $ (11,016) $ (2,050)
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains/(losses) relating to assets/liabilities still held at March 31, 2020 $ —  $ (632) $ —  $ —  $ — 



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The following table presents assets measured at fair value on a non-recurring basis as of the dates indicated for which there was a fair value adjustment.
March 31, 2021 March 31, 2020
(in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Loans(1)
$   $   $ 14,026  $ 14,026  $ —  $ —  $ —  $ — 
Other real estate         —  —  460  460 
MPS receivable         —  —  18,490  18,490 
Other assets held for sale         —  —  1,206  1,206 
(1) Collateral-dependent loans that were written down to fair value of collateral.
ORE properties are included in other assets on the consolidated balance sheets. The carrying value of ORE at March 31, 2021 and December 31, 2020 was $1.4 million and $1.8 million, respectively.
The following table presents fair value adjustments recognized in earnings for the three months ended March 31, 2021 and 2020 for assets measured at fair value on a non-recurring basis still held at period-end.
Three Months Ended March 31, Location in Consolidated Statements of Income
(in thousands) 2021 2020
Loans(1)
$ 7,002  $ —  Provision for credit losses
Other real estate   Other operating expenses
MPS receivable   2,663  Other operating expenses
Other assets held for sale   1,391  Other operating expenses
(1) Collateral-dependent loans that were written down to fair value of collateral.
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Fair Value of Financial Instruments
The following tables present the carrying and estimated fair values of financial instruments at March 31, 2021 and December 31, 2020. 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" to the consolidated financial statements of Synovus' 2020 Form 10-K for a description of how fair value measurements are determined.
March 31, 2021
(in thousands) Carrying Value Fair Value Level 1 Level 2 Level 3
Financial assets
Total cash, cash equivalents, and restricted cash $ 3,328,266  $ 3,328,266  $ 3,328,266  $   $  
Trading securities 4,386  4,386    4,386   
Investment securities available for sale 8,825,757  8,825,757  66,456  8,759,301   
Loans held for sale 993,887  993,902    242,010  751,892 
Private equity investments 1,053  1,053      1,053 
Mutual funds and mutual funds held in rabbi trusts 39,943  39,943  39,943     
Loans, net 38,241,887  38,126,309      38,126,309 
GGL/SBA loans servicing asset 3,305  3,305      3,305 
Derivative assets 276,831  276,831    276,831   
Financial liabilities
Non-interest-bearing deposits $ 14,660,287  $ 14,660,287  $ —  $ 14,660,287  $  
Non-time interest-bearing deposits 27,492,165  27,492,165    27,492,165   
Time deposits 5,216,499  5,240,983    5,240,983   
Total deposits $ 47,368,951  $ 47,393,435  $   $ 47,393,435  $  
Securities sold under repurchase agreements 293,659  293,659  293,659     
Long-term debt 1,202,825  1,274,158    1,274,158   
Earnout liability 5,677  5,677      5,677 
Derivative liabilities 137,493  137,493    135,725  1,768 
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December 31, 2020
(in thousands) Carrying Value Fair Value Level 1 Level 2 Level 3
Financial assets
Total cash, cash equivalents, and restricted cash $ 4,252,917  $ 4,252,917  $ 4,252,917  $ —  $ — 
Trading securities 10,880  10,880  —  10,880  — 
Investment securities available for sale 7,962,438  7,962,438  20,257  7,940,160  2,021 
Loans held for sale 760,123  760,939  —  216,647  544,292 
Private equity investments 1,021  1,021  —  —  1,021 
Mutual funds and mutual funds held in rabbi trusts 37,650  37,650  37,650  —  — 
Loans, net 37,647,248  37,605,881  —  —  37,605,881 
GGL/SBA loans servicing asset 3,258  3,258  —  —  3,258 
Derivative assets 401,295  401,295  —  401,295  — 
Financial liabilities
Non-interest-bearing deposits $ 13,477,854  $ 13,477,854  $ —  $ 13,477,854  $ — 
Non-time interest-bearing deposits 27,265,521  27,265,521  —  27,265,521  — 
Time deposits 5,948,196  5,970,146  —  5,970,146  — 
Total deposits $ 46,691,571  $ 46,713,521  $ —  $ 46,713,521  $ — 
Securities sold under repurchase agreements 227,922  227,922  227,922  —  — 
Trading liability for short positions 7,717  7,717  —  7,717  — 
Long-term debt 1,202,494  1,266,825  —  1,266,825  — 
Earnout liability 5,677  5,677  —  —  5,677 
Derivative liabilities 157,167  157,167  —  155,119  2,048 
Note 7 - Derivative Instruments and Hedging Activities
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 customer transactions. The primary types of derivative instruments utilized by Synovus consist of interest rate swaps, interest rate lock commitments made to prospective mortgage loan customers, 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 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" to the consolidated financial statements of Synovus' 2020 Form 10-K 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, 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. 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 would have affected earnings. If, however, it is probable the forecasted transactions will no longer occur, the remaining accumulated amounts in OCI at the de-designation date are immediately recognized in earnings.
Synovus recorded unrealized gains of $757 thousand, or $565 thousand, after tax, in OCI during the first quarter of 2021 and $9.8 million, or $7.3 million, after-tax, in OCI, during the first quarter of 2020, related to terminated cash flow hedges, which are being recognized into earnings in conjunction with the effective terms of the original swaps through the fourth
24



quarter of 2025. Synovus recognized pre-tax income of $1.6 million during the three months ended March 31, 2021 related to the amortization of terminated cash flow hedges.
As of March 31, 2021, Synovus expects to reclassify into earnings approximately $43 million in pre-tax income 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 $13 million in pre-tax income related to the amortization of terminated cash flow hedges. As of March 31, 2021, 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 2026.
For derivative instruments that are not designated as hedging instruments, changes in the fair value of the derivatives are recognized in earnings immediately.
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 customer 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, customer risk rating, collateral value, and customer 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 customer specific risk.
Collateral Requirements
Pursuant to the Dodd-Frank Act, certain derivative transactions have collateral requirements, both at the inception of the trade and as the value of each derivative position changes. As of March 31, 2021 and December 31, 2020, collateral totaling $121.7 million and $155.4 million, respectively, was pledged to the derivative counterparties to comply with collateral requirements. 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 in the consolidated balance sheets and related disclosures. At March 31, 2021 and December 31, 2020, Synovus had a variation margin of $81.8 million and $162.7 million respectively, each reducing the derivative liability.

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The following table reflects the notional amount and fair value of derivative instruments included on the consolidated balance sheets.
March 31, 2021 December 31, 2020
Fair Value Fair Value
(in thousands) Notional Amount
Derivative Assets (1)
Derivative Liabilities (2)
Notional Amount
Derivative Assets (1)
Derivative Liabilities (2)
Derivatives in cash flow hedging relationships:
Interest rate contracts $ 3,250,000  $ 55,873  $ 4,885  $ 3,000,000  $ 80,802  $ — 
Total derivatives designated as hedging instruments     $ 55,873  $ 4,885  $ 80,802  $ — 
Derivatives not designated
  as hedging instruments:
Interest rate contracts(3)
$ 8,891,025  $ 211,787  $ 130,737  $ 8,784,141  $ 314,234  $ 153,204 
Mortgage derivatives - interest rate lock commitments 284,662  4,540    306,138  6,259  — 
Mortgage derivatives - forward commitments to sell fixed-rate mortgage loans 298,000  4,631    230,500  —  1,611 
Other contracts(4)
170,131    103  234,884  —  304 
Visa derivative     1,768      2,048 
Total derivatives not designated as hedging instruments     $ 220,958  $ 132,608  $ 320,493  $ 157,167 
(1)    Derivative assets are recorded in other assets on the consolidated balance sheets.
(2)    Derivative liabilities are recorded in other liabilities on the consolidated balance sheets.
(3)    Includes interest rate contracts for customer swaps and offsetting positions, net of variation margin payments.
(4)    Includes risk participation agreements sold. Additionally, the notional amount of risk participation agreements purchased was $2.5 million and $2.6 million at March 31, 2021 and December 31, 2020, respectively.
Synovus also provides foreign currency exchange services, primarily forward contracts, with counterparties to allow commercial customers to mitigate exchange rate risk. Synovus covers its risk by entering into an offsetting foreign currency exchange forward contract. The notional amount of foreign currency exchange forwards was $18.4 million and $24.1 million at March 31, 2021 and December 31, 2020, respectively. The fair value of foreign currency exchange forwards was negligible at March 31, 2021 and December 31, 2020 due to the very short duration of these contracts.
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 three months ended March 31, 2021 and 2020.
Three Months Ended March 31,
(in thousands) 2021 2020
Total amounts presented in the consolidated statements of income in interest income on loans $ 8,342  $ 3,637 
Gain/loss on cash flow hedging relationships:(1)
Interest rate swaps:
Realized gains (losses) reclassified from AOCI, pre-tax, to interest income on loans 1,599  120 
Pre-tax income recognized on cash flow hedges $ 1,599  $ 120 
(1)    See "Part I - Item 1. Financial Statements and Supplementary Data - Note 5 - Shareholders' Equity and Other Comprehensive Income (Loss) in this Report for additional information.

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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 three months ended March 31, 2021 and 2020 is presented below.
Gain (Loss) Recognized in Consolidated Statements of Income
Three Months Ended March 31,
(in thousands)
Location in Consolidated Statements of Income
2021 2020
Derivatives not designated as hedging instruments:
Interest rate contracts(1)    
Capital markets income $ 947  $ (604)
Other contracts(2)
Capital markets income 201  (337)
Mortgage derivatives - interest rate lock commitments Mortgage banking income (1,719) 7,024 
Mortgage derivatives - forward commitments to sell fixed-rate mortgage loans Mortgage banking income 6,242  (4,929)
Total derivatives not designated as hedging instruments
$ 5,671  $ 1,154 
(1)    Additionally, losses related to termination of customer swaps of $2.5 million were recorded in other non-interest expense during the first quarter of 2020. Gain (loss) represents net fair value adjustments (including credit related adjustments) for customer swaps and offsetting positions.
(2) Includes risk participation agreements sold.

Note 8 - 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 three months ended March 31, 2021 and 2020. 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.
Three Months Ended March 31,
(in thousands, except per share data) 2021 2020
Basic Net Income Per Common Share:
Net income available to common shareholders $ 178,802  $ 30,230 
Weighted average common shares outstanding 148,467  147,311 
Net income per common share, basic $ 1.20  $ 0.21 
Diluted Net Income Per Common Share:
Net income available to common shareholders $ 178,802  $ 30,230 
Weighted average common shares outstanding 148,467  147,311 
Effect of dilutive outstanding equity-based awards, warrants, and earnout payments 1,313  1,090 
Weighted average diluted common shares 149,780  148,401 
Net income per common share, diluted $ 1.19  $ 0.20 
As of March 31, 2021 and 2020, there were 32 thousand and 557 thousand, respectively, potentially dilutive shares related to stock options to purchase shares of common stock that were outstanding during these quarters. Potentially dilutive shares are not included in the computation of diluted net income per common share because the effect would be anti-dilutive.
Note 9 - 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 customers. 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 customer 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 low-income housing investments, solar energy, and CRA 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.
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The ACL associated with unfunded commitments and letters of credit is recorded within other liabilities on the consolidated balance sheets. At March 31, 2021, the ACL for unfunded commitments was $51.5 million, compared to a reserve of $47.8 million at December 31, 2020. Additionally, an immaterial amount of unearned fees relating to letters of credit are recorded within other liabilities on the consolidated balance sheets.
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 solar energy tax credit partnerships 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 also invests in certain other CRA partnerships including SBIC programs. The SBIC is a program initiated by the SBA in 1958 to assist in the funding of small business loans.
(in thousands) March 31, 2021 December 31, 2020
Letters of credit* $ 191,359  $ 190,562 
Commitments to fund commercial and industrial loans 8,464,375  8,200,608 
Commitments to fund commercial real estate, construction, and land development loans 3,229,163  3,290,041 
Commitments under home equity lines of credit 1,643,659  1,602,831 
Unused credit card lines 984,268  1,012,313 
Other loan commitments 511,084  472,233 
Total letters of credit and unfunded lending commitments $ 15,023,908  $ 14,768,588 

LIHTC, solar energy tax credit and other CRA partnerships:
Carrying amount included in other assets $ 303,676  $ 262,855 
Amount of future funding commitments included in carrying amount 166,390  133,946 
Permanent and short-term construction loans and letter of credit commitments 155,060  84,552 
Funded portion of permanent and short-term loans and letters of credit 17,404  9,762 
*    Represent the contractual amount net of risk participations purchased of approximately $29.6 million and $30.2 million at March 31, 2021 and December 31, 2020, respectively.
Merchant Services
In accordance with credit and debit card association rules, Synovus provides merchant processing services for customers 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 three months ended March 31, 2021 and 2020, Synovus and the sponsored entities processed and settled $26.03 billion and $18.37 billion of transactions, respectively.
Synovus covered chargebacks related to a particular sponsored MPS during 2019 and 2018 where the MPS’s cash reserve account was unavailable to support the chargebacks. As of March 31, 2021, the remaining amount, net of reserves, included in other assets and classified in NPAs, is $15.5 million, compared to $15.6 million at December 31, 2020. While Synovus has contractual protections to mitigate against loss, repayment of the amounts owed to Synovus will depend in large part upon the continued financial viability and/or valuation of the MPS.
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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 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, and allegations related to Synovus' participation in government stimulus programs, 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.
Synovus carefully examines and considers each legal matter, 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. 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 March 31, 2021 are adequate. The actual costs of resolving legal claims may be higher or lower than the amounts accrued.
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. An event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely.” An event is “remote” if “the chance of the future event or events occurring is more than slight but less than reasonably possible." In many situations, Synovus may be unable to estimate reasonably possible losses due to the preliminary nature of the legal matters, as well as a variety of other factors and uncertainties. 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 $5 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, 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.
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 10 - Segment Reporting
Synovus' business segments are based on the products and services provided or the customers served and reflect the manner in which financial information is evaluated by the chief operating decision makers. Synovus has three major reportable business segments: Community Banking, Wholesale Banking, and Financial Management Services (FMS), with functional activities such as treasury, technology, operations, marketing, finance, enterprise risk, legal, human resources, corporate communications, executive management, among others, included in Treasury and Corporate Other.
Business segment results are determined based upon Synovus' management reporting system, which assigns balance sheet and income statement items to each of the business segments. Certain assets, liabilities, revenues, and expenses not allocated or attributable to a particular business segment are included in Treasury and Corporate Other. Synovus's third-party lending consumer loans and held for sale loans as well as PPP loans are included in Treasury and Corporate Other. 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 Community Banking business segment serves customers using a relationship-based approach through its branch, ATM, commercial, and private wealth network in addition to mobile, Internet, and telephone banking. This segment primarily provides individual, small business, and corporate customers with an array of comprehensive banking products and services including commercial, home equity, and other consumer loans, credit and debit cards, and deposit accounts.
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The Wholesale Banking business segment serves primarily larger corporate customers by providing commercial lending and deposit services through specialty teams including middle market, CRE, senior housing, national accounts, premium finance, structured lending, healthcare, asset-based lending, and community investment capital.
The Financial Management Services (FMS) business segment serves its customers by providing mortgage and trust services and also specializing in professional portfolio management for fixed-income securities, investment banking, 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.
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 includes certain assets and/or liabilities managed within that function. Additionally, Treasury and Corporate Other also 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 three months ended March 31, 2021 and 2020. 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.
Three Months Ended March 31, 2021
(in thousands) Community Banking Wholesale Banking Financial Management Services Treasury and Corporate Other Synovus Consolidated
Net interest income $ 206,242  $ 134,074  $ 20,995  $ 12,546  $ 373,857 
Non-interest revenue 29,754  7,319  58,583  15,300  110,956 
Non-interest expense 68,058  20,724  47,674  130,678  267,134 
Pre-provision net revenue $ 167,938  $ 120,669  $ 31,904  $ (102,832) $ 217,679 

Three Months Ended March 31, 2020
(in thousands) Community Banking Wholesale Banking Financial Management Services Treasury and Corporate Other Synovus Consolidated
Net interest income $ 196,504  $ 123,170  $ 17,384  $ 36,202  $ 373,260 
Non-interest revenue 30,324  9,327  47,384  16,822  103,857 
Non-interest expense 73,973  20,713  43,391  138,202  276,279 
Pre-provision net revenue $ 152,855  $ 111,784  $ 21,377  $ (85,178) $ 200,838 



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March 31, 2021
(dollars in thousands) Community Banking Wholesale Banking Financial Management Services Treasury and Corporate Other Synovus Consolidated
Loans, net of deferred fees and costs $ 10,745,585  $ 19,305,649  $ 5,175,578  $ 3,578,289  $ 38,805,101 
Total deposits $ 30,897,797  $ 11,288,606  $ 744,745  $ 4,437,803  $ 47,368,951 
Total full-time equivalent employees 2,173  282  833  1,773  5,061 
December 31, 2020
(dollars in thousands) Community Banking Wholesale Banking Financial Management Services Treasury and Corporate Other Synovus Consolidated
Loans, net of deferred fees and costs $ 11,171,013  $ 18,810,729  $ 5,370,790  $ 2,900,452  $ 38,252,984 
Total deposits $ 29,141,242  $ 11,958,105  $ 739,200  $ 4,853,024  $ 46,691,571 
Total full-time equivalent employees 2,199  285  832  1,818  5,134 

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ITEM 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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) the risks and uncertainties related to the impact of the COVID-19 pandemic on our assets, business, capital and liquidity, financial condition, prospects and results of operations;

(2) the risk that we may not realize the expected benefits from our efficiency and growth initiatives or that we may not be able to realize such cost savings or revenue benefits in the time period expected, which could negatively affect our future profitability;

(3)   the risk that any economic downturn and contraction could have a material adverse effect on our capital, financial condition, credit quality, results of operations and future growth, including the risk that the current economic contraction could last much longer and be more severe if efforts to contain the pandemic are unsuccessful;

(4) the risk that competition in the financial services industry may adversely affect our future earnings and growth;

(5) our ability to attract and retain employees and the impact of executive management transitions that are key to our growth and efficiency strategies;

(6)   risks that our asset quality may deteriorate, our allowance for credit losses may prove to be inadequate or may be negatively affected by credit risk exposures, and the risk that we may be unable to obtain full payment in respect of any loan or other receivables;

(7)   the impact of recent and proposed changes in governmental policy, laws and regulations, including recently enacted laws, regulations and guidance related to government stimulus programs related to the COVID-19 pandemic, 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;

(8)   changes in the interest rate environment, including changes to the federal funds rate to include a negative interest rate environment, 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;

(9) the risk that our current and future information technology system enhancements and operational initiatives may not be successfully implemented, which could negatively impact our operations;

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(10)   risks related to our implementation of new lines of business, new products and services or new technologies;

(11)   risks related to 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 risks related to disruptions in service or financial difficulties with a third-party vendor or business relationship;

(12)   the risk that 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;

(13)   the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services market;

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

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

(16)   our ability to identify and address cyber-security 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;

(17)   the risk that 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;

(18) 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;

(19) the risks that if economic conditions worsen further or regulatory capital rules are modified, we may be required to undertake initiatives to improve or conserve our capital position;

(20)   risks related to the continued use, availability and reliability of LIBOR and the risks related to the transition from LIBOR to other benchmark rates;

(21)   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;

(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)   the risk that 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;

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

(25)   risks related to regulatory approval to take certain actions, including any dividends on our common stock or preferred stock, any repurchases of common stock or any other issuance or redemption of any other regulatory capital instruments;

(26)   the risk that 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;

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(27) the costs and effects of litigation, investigations or similar matters, or adverse facts and developments related thereto, including the costs and effects of litigation related to our participation in government stimulus programs associated with the COVID-19 pandemic;

(28)   risks related to the fluctuation in our stock price and general volatility in the stock market;

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

(30)   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 II - 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 Synovus' 2020 Form 10-K 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.
INTRODUCTION AND CORPORATE PROFILE
Synovus Financial Corp. is a financial services company and a registered bank holding company headquartered in Columbus, Georgia. Through its wholly-owned subsidiary, Synovus Bank, a Georgia state-chartered bank that is a member of the Federal Reserve System, the Company provides commercial and retail 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, and international banking. Synovus also provides financial planning, and investment advisory services through its wholly-owned subsidiaries, Synovus Trust and Synovus Securities, as well as its GLOBALT and Creative Financial Group divisions.
Synovus Bank is positioned in some of the highest growth markets in the Southeast, with 288 branches in Alabama, Florida, Georgia, South Carolina, and Tennessee.
The following financial review summarizes the significant trends, changes in our business, transactions, and other matters affecting Synovus’ results of operations for the three months ended March 31, 2021 and financial condition as of March 31, 2021 and December 31, 2020. This discussion supplements, and should be read in conjunction with, the unaudited interim consolidated financial statements and notes thereto contained elsewhere in this Report and the consolidated financial statements of Synovus, the notes thereto, and management’s discussion and analysis contained in Synovus' 2020 Form 10-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations consists of:
Discussion of Results of Operations - Reviews Synovus' financial performance, as well as selected balance sheet items, items from the statements of income, significant transactions, and certain key ratios that illustrate Synovus' performance.

Credit Quality, Capital Resources and Liquidity - Discusses credit quality, market risk, capital resources, and liquidity, as well as performance trends. It also includes a discussion of liquidity policies, how Synovus obtains funding, and related performance.

Additional Disclosures - Discusses additional important matters including critical accounting policies and non-GAAP financial measures used within this Report.
A reading of each section is important to understand fully our financial performance.
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DISCUSSION OF RESULTS OF OPERATIONS
Table 1 - Consolidated Financial Highlights
Three Months Ended March 31,
(dollars in thousands, except per share data) 2021 2020 Change
Net interest income
$ 373,857  $ 373,260  —  %
(Reversal of) provision for credit losses
(18,575) 158,722  (112)
Non-interest revenue
110,956  103,857 
Adjusted non-interest revenue(1)
112,946  99,378  14 
Total FTE revenue
485,587  477,903 
Adjusted total revenue(1)
487,577  473,424 
Non-interest expense
267,134  276,279  (3)
Adjusted non-interest expense(1)
266,603  271,155  (2)
Income before income taxes
236,254  42,116  461 
Net income
187,093  38,521  386 
Net income available to common shareholders
178,802  30,230  492 
Net income per common share, basic
1.20  0.21  487 
Net income per common share, diluted
1.19  0.20  486 
Adjusted net income per common share, diluted(1)
1.21  0.21  483 
Net interest margin(2)
3.04  % 3.37  % (33)   bps
Net charge-off ratio(2)
0.21  0.21  — 
Return on average assets(2)
1.40  0.32  108 
Adjusted return on average assets(1)(2)
1.41  0.32  109 
Efficiency ratio-FTE
55.01  57.81  (280)
Adjusted tangible efficiency ratio(1)
54.19  56.72  (253)
(1)    See "Table 14 - Reconciliation of Non-GAAP Financial Measures” in this Report for the applicable reconciliation to the most comparable GAAP measure.
(2)    Annualized
March 31, 2021 December 31, 2020 Sequential Quarter Change March 31, 2020 Year-Over-Year Change
(dollars in thousands)
Loans, net of deferred fees and costs $ 38,805,101  $ 38,252,984  $ 552,117  $ 38,258,024  $ 547,077 
Total average loans 38,212,267  38,884,551  (672,284) 37,593,045  619,222 
Total deposits 47,368,951  46,691,571  677,380  39,826,585  7,542,366 
Core deposits (excludes brokered deposits)
44,174,284  43,121,165  1,053,119  35,838,637  8,335,647 
Core transaction deposits (excludes brokered and public fund deposits)
34,804,575  32,754,609  2,049,966  24,790,621  10,013,954 
Total average deposits
46,454,878  45,973,980  480,898  38,687,207  7,767,671 
Non-performing assets ratio 0.50  % 0.50  % —    bps 0.50  % —  bps
Non-performing loans ratio 0.40  0.39  0.41  (1)
Past due loans over 90 days 0.01  0.01  —  0.02  (1)
CET1 capital $ 4,184,715  $ 4,034,865  $ 149,850  $ 3,744,415  $ 440,300 
Tier 1 capital 4,721,860  4,572,010  149,850  4,281,560  440,300 
Total risk-based capital 5,733,956  5,604,230  129,726  5,289,039  444,917 
CET1 capital ratio 9.74  % 9.66  %   bps 8.70  % 104  bps
Tier 1 capital ratio 10.99  10.95  9.95  104 
Total risk-based capital ratio 13.34  13.42  (8) 12.29  105 
Total shareholders’ equity to total assets ratio
9.36  9.49  (13) 10.01  (65)
Tangible common equity ratio(1)
7.55  7.66  (11) 7.94  (39)
Return on average common equity(2)
15.77  12.31  346  2.75  1,302 
Adjusted return on average common equity(1)(2)
15.93  13.91  202  2.79  1,314 
Adjusted return on average tangible common equity(1)(2)
18.04  15.79  225  3.39  1,465 
(1)    See "Table 14 - Reconciliation of Non-GAAP Financial Measures” in this Report for the applicable reconciliation to the most comparable GAAP measure.
(2)    Quarter annualized
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Executive Summary
Net income available to common shareholders for the first quarter of 2021 was $178.8 million, or $1.19 per diluted common share, a significant increase compared to $30.2 million, or $0.20 per diluted common share, in the first quarter of 2020. Adjusted net income per common share, diluted(1) was $1.21, compared to $0.21 for the first quarters of 2021 and 2020, respectively. The year-over-year increase was impacted by a significant provision for credit losses recorded during the first quarter of 2020 due to the onset of COVID-19 following the adoption of CECL on January 1, 2020.
Net interest income for the three months ended March 31, 2021 was $373.9 million, up $597 thousand compared to the same period in 2020 including $24.9 million in PPP processing fees during the first quarter of 2021. Net interest margin was down 33 bps over the comparable three-month period to 3.04%, due primarily to the decline in market interest rates and accelerated prepayment activity. On a sequential quarter basis, net interest income was down $12.1 million and net interest margin was down 8 bps. The sequential quarter decline in net interest income was primarily due to a lower day count and a continuation of low-rate pressure, partially offset by further declines in deposit pricing and continued deployment of excess liquidity. As we progress through the year, we expect to see increases in net interest income, excluding PPP fees, driven by loan growth, deployment of liquidity, a deceleration of prepayments, and further deposit cost reductions.
Non-interest revenue for the first quarter of 2021 was $111.0 million, up $7.1 million, or 7%, compared to the same period in 2020. Adjusted non-interest revenue(1), which excludes net investment securities gains/(losses) and increase/(decrease) in fair value of private equity investments, for the first quarter of 2021 was $112.9 million, up $13.6 million, or 14%, from the first quarter of 2020. Net mortgage banking income of $22.3 million remained strong and drove the year-over-year increase in non-interest revenue. While first quarter 2021 mortgage production levels remained elevated, the recent increase in interest rates is likely to reduce production levels going forward.
Non-interest expense for the first quarter of 2021 was $267.1 million, down $9.1 million, or 3%, compared to the first quarter of 2020 and adjusted non-interest expense(1) of $266.6 million was down $4.6 million, or 2%. The adjusted tangible efficiency ratio(1) for the first three months of 2021 was 54.19%, down 253 bps compared to the same period a year ago. We remain committed to prudent expense management, enabling us to continue investing in areas that position us for greater success, deliver a superior customer experience, and promote profitable growth.
At March 31, 2021, loans, net of deferred fees and costs, of $38.81 billion, increased $552.1 million, or 1%, from December 31, 2020 led by CRE growth of $208.2 million as the recovery of commercial real estate markets continued, C&I growth of $173.7 million driven by a $170.1 million increase in PPP loans, and consumer growth of $170.2 million primarily due to purchases of $607.0 million of third-party lending loans, including a $476.2 million prime auto portfolio purchase. These growth metrics were partially offset by declines in consumer mortgages and HELOCs of $214.3 million and $105.4 million, respectively, as consumers across the industry continued to use government stimulus to reduce revolving credit balances and deleverage.
At March 31, 2021, credit metrics remained stable with NPAs, NPLs, and past dues all near historical lows at Synovus, and net charge-offs remained low and declined $1.9 million on a sequential quarter basis to $20.2 million, or 21 basis points. Given elevated levels of liquidity and continued economic recovery, particularly in the Southeast, we are not expecting a significant change in net charge-offs in the near term. The ACL at March 31, 2021 totaled $614.7 million, a decrease of $38.8 million from December 31, 2020, resulting from the improved economic outlook and stable loan portfolio metrics that were partially offset by the increased size of the loan portfolio. The ACL to loans coverage ratio at March 31, 2021 was 1.58%, or 1.69% excluding PPP loans, and incorporates an outlook with moderate economic expansion and benefits from the recently approved government stimulus.
Total period-end deposits at March 31, 2021 increased $677.4 million, or 1%, compared to December 31, 2020. Core transaction deposits (non-interest bearing, NOW/savings, and money market deposits excluding public and brokered funds) increased $2.05 billion, or 6%, compared to December 31, 2020. The increase in deposit balances compared to December 31, 2020 is due largely to government stimulus programs including deposits associated with PPP loans.
At March 31, 2021, Synovus' CET1 ratio was 9.74%, well in excess of regulatory requirements including the capital conservation buffer of 2.5%, and was up 8 bps compared to December 31, 2020, driven by earnings. Synovus announced on January 26, 2021 that its Board of Directors authorized share repurchases of up to $200 million in 2021. During the first quarter of 2021, the Company did not complete any share repurchases. During the second quarter of 2021, Synovus had repurchased $23.2 million, or 499 thousand shares of its common stock, at an average price of $46.52 per share, as of May 5, 2021.
More detail on Synovus' financial results for the three months ended March 31, 2021 may be found in subsequent sections of "Item 2. – Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Report. See also "Item 1A. - Risk Factors" of this Report.
(1) See "Table 14 - Reconciliation of Non-GAAP Financial Measures” in this Report for applicable reconciliation to the most comparable GAAP measure.
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Changes in Financial Condition
During the three months ended March 31, 2021, total assets increased $764.9 million from $54.39 billion at December 31, 2020 to $55.16 billion. Loans increased $552.1 million, including increases of $170.1 million in PPP loans net of unearned fees and a $476.2 million indirect auto portfolio purchase. Loans held for sale increased $233.8 million. Investment securities available for sale increased $863.3 million while cash and cash equivalents decreased $924.7 million.
The growth in assets was primarily funded by increases of $677.4 million in deposits. Securities sold under repurchase agreements increased $65.7 million. Total shareholders' equity at March 31, 2021 was flat, as compared to December 31, 2020, and included net income of $187.1 million and proceeds from stock option exercises of $12.6 million, offset by unrealized losses in investment securities available for sale and cash flow hedges of $121.0 million and $22.4 million, respectively, and dividends declared on common and preferred stock of $49.1 million and $8.3 million, respectively.
The loan to deposit ratio was 81.9% at both March 31, 2021 and December 31, 2020, compared to 96.1% at March 31, 2020.
Loans
The following table compares the composition of the loan portfolio at March 31, 2021, December 31, 2020, and March 31, 2020.
Table 2 - Loans by Portfolio Class
March 31, 2021 vs. December 31, 2020 Change March 31, 2021 vs. March 31, 2020 Change
(dollars in thousands) March 31, 2021 December 31, 2020 March 31, 2020
Commercial, financial and agricultural $ 12,662,329  32.6  % $ 12,410,152  32.4  % $ 252,177  % $ 10,902,455  28.4  % $ 1,759,874  16  %
Owner-occupied 7,031,505  18.1  7,110,016  18.6  (78,511) (1) 6,907,893  18.1  123,612 
Total commercial and industrial 19,693,834  50.7  19,520,168  51.0  173,666  17,810,348  46.5  1,883,486  11 
Investment properties 9,335,725  24.1  9,103,379  23.8  232,346  9,024,916  23.6  310,809 
1-4 family properties 638,954  1.6  628,695  1.6  10,259  736,937  1.9  (97,983) (13)
Land and development 559,249  1.4  593,633  1.6  (34,384) (6) 713,505  1.9  (154,256) (22)
Total commercial real estate 10,533,928  27.1  10,325,707  27.0  208,221  10,475,358  27.4  58,570 
Consumer mortgages 5,299,175  13.7  5,513,491  14.4  (214,316) (4) 5,613,997  14.7  (314,822) (6)
Home equity lines 1,432,367  3.7  1,537,726  4.0  (105,359) (7) 1,793,486  4.7  (361,119) (20)
Credit cards 267,371  0.7  281,018  0.7  (13,647) (5) 261,581  0.7  5,790 
Other consumer loans 1,578,426  4.1  1,074,874  2.9  503,552  47  2,303,254  6.0  (724,828) (31)
Total consumer 8,577,339  22.2  8,407,109  22.0  170,230  9,972,318  26.1  (1,394,979) (14)
Loans, net of deferred fees and costs $ 38,805,101  100.0  % $ 38,252,984  100.0  % $ 552,117  % $ 38,258,024  100.0  % $ 547,077  %
At March 31, 2021, loans, net of deferred fees and costs, of $38.81 billion, increased $552.1 million, or 1%, from December 31, 2020 led by CRE growth of $208.2 million as the recovery of commercial real estate markets continued, C&I growth of $173.7 million driven by a $170.1 million increase in PPP loans, and consumer growth of $170.2 million primarily due to purchases of $607.0 million of third-party lending loans, including a $476.2 million prime auto loans purchase. These growth metrics were partially offset by declines in consumer mortgages and HELOCs of $214.3 million and $105.4 million, respectively, as consumers across the industry continued to use government stimulus to reduce revolving credit balances and deleverage. C&I loans remain the largest component of our loan portfolio, representing 50.7% of total loans, while CRE and consumer loans represent 27.1% and 22.2%, respectively. Our portfolio composition is established through a comprehensive concentration management policy which sets limits for C&I, CRE, and consumer loan levels as well as for sub-categories therein.
U.S. Small Business Administration Paycheck Protection Program (PPP)
Synovus is participating in the PPP, which is a loan program that originated from the CARES Act and was subsequently expanded by the Paycheck Protection Program and Health Care Enhancement Act, which was signed into law on April 24, 2020. Under the initial program, PPP loans are forgivable, in whole or in part, if the proceeds are used for payroll and other permitted purposes in accordance with the requirements of the PPP. These loans carry a fixed rate of 1.00% and a term of two years, if not forgiven, in whole or in part. The loans are guaranteed by the SBA. The SBA pays the originating bank a processing fee ranging from 1% to 5%, based on the size of the loan. Synovus began accepting applications from qualified customers on April 3, 2020 and provided nearly $2.9 billion in funding to close to 19,000 customers through the initial PPP, at
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an average loan size of approximately $150 thousand. In the fourth quarter of 2020, Synovus began receiving first draw PPP loan forgiveness that totals $1.25 billion, or $1.20 billion net of unearned fees, life-to-date through March 31, 2021, including PPP loan forgiveness of $711 million, or $687 million net of unearned fees, during the first quarter of 2021.
On December 27, 2020, the Economic Aid to Hard-Hit Businesses, Nonprofits, and Venues Act was signed into law, and authorized the SBA to reopen the PPP for first draw loans, as well as guarantee second draw PPP loans of up to $2 million for certain eligible borrowers that previously received a PPP loan. These loans carry a fixed rate of 1.00% and a term of five years, if not forgiven, in whole or in part. The loans are guaranteed by the SBA. The SBA pays the originating bank a processing fee based on the size of the loan.
On March 11, 2021, the American Rescue Plan Act of 2021 was enacted which primarily expanded and clarified eligibility for first and second draw PPP loans and revised the exclusions from payroll costs for purposes of loan forgiveness.
Synovus began participating in the second phase of the PPP on January 19, 2021 with almost 10,000 applications submitted totaling $1.09 billion and total fundings of $894 million, or $857 million net of unearned fees, as of March 31, 2021. The total balance of PPP loans was $2.36 billion as of March 31, 2021, compared to $2.19 billion as of December 31, 2020.
Commercial Loans
Total commercial loans (which are comprised of C&I and CRE loans) at March 31, 2021 were $30.23 billion, or 77.9%, of the total loan portfolio, compared to $29.85 billion, or 78.0%, at December 31, 2020 and $28.29 billion, or 73.9%, at March 31, 2020.
At March 31, 2021, Synovus had eight commercial loan relationships with total commitments of $100 million or more (including amounts funded), with one single relationship exceeding $150 million in commitments.
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 wide range of industries. 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 March 31, 2021, 82.5% (93.7% excluding PPP loans) of Synovus' C&I loans are secured by real estate, business equipment, inventory, and other types of collateral compared to 83.2% (93.8% excluding PPP loans) as of December 31, 2020. C&I loans grew $173.7 million, or 1%, from December 31, 2020, driven primarily by a $170.1 million increase in PPP loans at March 31, 2021.
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Table 3 - Commercial and Industrial Loans by Industry
March 31, 2021 December 31, 2020
(dollars in thousands) Amount
%(1)
Amount
%(1)
Health care and social assistance $ 3,962,288  20.1  % $ 3,891,162  19.9  %
Finance and insurance 1,772,701  9.0  1,685,797  8.6 
Accommodation and food services 1,325,876  6.7  1,205,107  6.2 
Manufacturing 1,323,787  6.7  1,275,169  6.5 
Retail trade 1,256,529  6.4  1,303,263  6.7 
Wholesale trade 1,163,470  5.9  1,152,082  5.9 
Professional, scientific, and technical services 1,122,222  5.7  1,133,549  5.8 
Real estate and rental and leasing 1,118,034  5.7  1,158,367  5.9 
Other services 1,104,261  5.6  1,123,109  5.8 
Construction 1,056,487  5.4  1,036,652  5.3 
Transportation and warehousing 938,935  4.8  924,275  4.7 
Arts, entertainment, and recreation 702,007  3.6  777,905  4.0 
Real estate other 701,448  3.6  686,350  3.5 
Educational services 439,818  2.2  395,193  2.0 
Public Administration 437,142  2.2  435,636  2.2 
Administration, support, waste management, and remediation 368,172  1.9  377,065  1.9 
Agriculture, forestry, fishing, and hunting 357,473  1.8  383,010  2.0 
Information 312,333  1.6  291,425  1.5 
Other industries 230,851  1.1  285,052  1.6 
Total commercial and industrial loans $ 19,693,834  100.0  % $ 19,520,168  100.0  %
(1)    Loan balance in each category expressed as a percentage of total C&I loans.
At March 31, 2021, $12.66 billion of C&I loans, or 32.6% of the total loan portfolio (including PPP loans of $2.36 billion), represented loans originated 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 March 31, 2021, $7.03 billion of C&I loans, or 18.1% 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. 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 consist primarily of income-producing investment properties loans. Additionally, CRE loans include 1-4 family properties loans as well as land and development loans. Total CRE loans of $10.53 billion increased $208.2 million, or 2%, from December 31, 2020, driven primarily by growth in income-producing investment properties as the recovery of commercial real estate markets continues.
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. Total investment properties loans as of March 31, 2021 were $9.34 billion, or 88.6%, of the CRE loan portfolio, and increased $232.3 million, or 3%, from December 31, 2020 with most sub-categories experiencing growth other than warehouses, which were down $7.8 million, or 1%, from December 31, 2020.
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 March 31, 2021, 1-4 family properties loans totaled $639.0 million, or 6.1% of the CRE loan portfolio, and increased by $10.3 million, or 2%, from December 31, 2020.
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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 $559.2 million at March 31, 2021 decreased $34.4 million, or 6%, from $593.6 million at December 31, 2020.
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, HELOCs, and credit card loans, as well as home improvement, student, personal, and auto loans from third-party lending. The majority of Synovus' consumer loans are consumer mortgages and HELOCs secured by first and second liens on residential real estate primarily located in the markets served by Synovus. As of March 31, 2021, weighted-average FICO scores within the residential real estate portfolio based on committed balances were 790 for HELOCs and 773 for Consumer Mortgages.
Consumer loans at March 31, 2021 of $8.58 billion increased $170.2 million, or 2%, compared to December 31, 2020. Consumer mortgages decreased $214.3 million, or 4%, from December 31, 2020, and HELOCs decreased $105.4 million, or 7%, from December 31, 2020. Credit card loans of $267.4 million at March 31, 2021 decreased $13.6 million, or 5% from $281.0 million at December 31, 2020. The reductions in consumer mortgages, HELOCs, and credit card loans are primarily a result of consumers continuing to use government stimulus to reduce revolving credit balances and deleverage as well as the competitive low rate environment. Other consumer loans, which primarily includes third-party lending, increased $503.6 million, or 47%, from December 31, 2020. As of March 31, 2021, third-party lending balances totaled $1.18 billion, or 3.0%, of the total loan portfolio, and increased $503.2 million, or 74%, compared to December 31, 2020, led by purchases of $607.0 million of third-party lending loans, including a $476.2 million prime auto loans purchase. We believe that the risk-return profile, the 2-year average life, and the liquidity of the asset class is a good fit under current market conditions. We will continue to use third-party lending to manage the balance sheet, which could lead to increases in this portfolio.

Deposits
Deposits provide the most significant funding source for interest earning assets. The following table shows the composition of period-end deposits as of the dates indicated. See Table 10 - Average Balances and Yields/Rates in this Report for information on average deposits including average rates.
Table 4 - Composition of Period-end Deposits
(dollars in thousands) March 31, 2021
%(1)
December 31, 2020
%(1)
March 31, 2020
%(1)
Non-interest-bearing demand deposits(2)
$ 13,742,075  29.0  % $ 12,382,708  26.5  % $ 8,968,756  22.5  %
Interest-bearing demand deposits(2)
5,841,749  12.3  5,674,416  12.2  4,617,368  11.6 
Money market accounts(2)
13,943,717  29.5  13,541,236  29.0  10,255,014  25.8 
Savings deposits(2)
1,277,034  2.7  1,156,249  2.5  949,483  2.4 
Public funds 6,154,948  13.0  6,760,628  14.5  5,261,383  13.2 
Time deposits(2)
3,214,761  6.8  3,605,928  7.7  5,786,633  14.5 
Brokered deposits 3,194,667  6.7  3,570,406  7.6  3,987,948  10.0 
Total deposits $ 47,368,951  100.0  % $ 46,691,571  100.0  % $ 39,826,585  100.0  %
Core deposits(3)    
$ 44,174,284  93.3  % $ 43,121,165  92.4  % $ 35,838,637  90.0  %
Core transaction deposits(4)    
$ 34,804,575  73.5  % $ 32,754,609  70.2  % $ 24,790,621  62.2  %
Time deposits greater than $100,000, including brokered and public funds $ 4,105,424  8.7  % $ 4,748,029  10.2  % $ 7,176,468  18.0  %
Brokered time deposits $ 1,281,027  2.7  % $ 1,590,096  3.4  % $ 2,229,596  5.6  %
(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.
(4)    Core transaction deposits consist of non-interest-bearing demand deposits, interest-bearing demand deposits, money market accounts, and savings deposits excluding public funds and brokered deposits.
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Total period-end deposits at March 31, 2021 increased $677.4 million, or 1%, compared to December 31, 2020. Core transaction deposits increased $2.05 billion, or 6%, compared to December 31, 2020, due largely to government stimulus programs including deposits associated with the second phase of PPP loans. The sequential quarter growth in lower cost core transaction accounts of $2.05 billion included growth in non-interest-bearing demand deposits of $1.36 billion, money market accounts of $402.5 million, NOW accounts of $167.3 million, and savings balances of $120.8 million, and more than offset decreases of $391.2 million and $375.7 million in time deposits and brokered deposits, respectively, as well as declines of $605.7 million in public funds. Total deposit costs declined 6 bps during the first quarter of 2021, compared to the fourth quarter of 2020, due to repricing and remixing within the deposit portfolio.
On an average basis, the increase in total deposits was $480.9 million, or 1%, compared to the fourth quarter of 2020.
Non-interest Revenue
Non-interest revenue for the first quarter of 2021 was $111.0 million, up $7.1 million, or 7%, compared to the same period in 2020. Adjusted non-interest revenue, which excludes net investment securities gains/(losses) and increase/(decrease) in fair value of private equity investments, for the first quarter of 2021 was $112.9 million, up $13.6 million, or 14%, from the first quarter of 2020. Net mortgage banking income of $22.3 million remained strong and drove the year-over-year increase in non-interest revenue. While first quarter 2021 mortgage production levels remained elevated, the recent increase in interest rates is likely to reduce production levels going forward. See "Table 14 - Reconciliation of Non-GAAP Financial Measures” in this Report for applicable reconciliation to GAAP measures.
The following table shows the principal components of non-interest revenue.
Table 5 - Non-interest Revenue
Three Months Ended March 31,
(dollars in thousands) 2021 2020 % Change
Service charges on deposit accounts $ 20,033  $ 20,689  (3) %
Fiduciary and asset management fees 17,954  15,174  18 
Card fees 11,996  10,950  10 
Brokerage revenue 12,974  12,398 
Mortgage banking income 22,315  12,227  83 
Capital markets income 7,505  11,243  (33)
Income from bank-owned life insurance 8,843  6,038  47 
Investment securities (losses) gains, net (1,990) 8,734  nm
Decrease in fair value of private equity investments   (4,255) nm
Other non-interest revenue 11,326  10,659 
Total non-interest revenue $ 110,956  $ 103,857  %
Three Months Ended March 31, 2021 compared to March 31, 2020
Service charges on deposit accounts for the three months ended March 31, 2021 were down $656 thousand, or 3%, due largely to the impact of higher average balances as a result of stimulus funds. Service charges on deposit accounts consist of NSF fees, account analysis fees, and all other service charges. NSF fees were down $3.0 million, or 34%, for the three months ended March 31, 2021. Account analysis fees were up $2.2 million, or 32%, for the three months ended March 31, 2021, following our pricing for value initiative implemented during the first quarter of 2021 as part of Synovus Forward. All other service charges on deposit accounts, which consist primarily of monthly fees on retail demand deposits, saving accounts, and small business accounts, for the three months ended March 31, 2021, were up $132 thousand, or 3%.
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. Fiduciary and asset management fees increased $2.8 million, or 18%, for the three months ended March 31, 2021. The increases were driven by growth in total assets under management which increased by 35% year-over-year to $20.59 billion.
Card fees for the three months ended March 31, 2021 were up $1.0 million, or 10%, with increased transaction volume in all card fee categories. Card fees consist primarily of credit card interchange fees, debit card interchange fees, and merchant discounts. Card fees are reported net of certain associated expense items including customer loyalty program expenses and network expenses.
Brokerage revenue of $13.0 million for the three months ended March 31, 2021 was up $576 thousand, or 5%. The year-over-year increase was driven by growth in assets under management and higher transaction revenue driven by favorable
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market conditions. Brokerage revenue consists primarily of brokerage commissions as well as advisory fees earned from the management of customer assets.
Mortgage banking income was significantly higher in the first three months of 2021, with an increase of $10.1 million compared to the three months ended March 31, 2020. Mortgage banking income was driven by higher production and sales, including an increase in refinance volume. Total secondary market mortgage loan production was $573.1 million, up $318.6 million, for the three months ended March 31, 2021. While first quarter 2021 mortgage production levels remained elevated, the recent increase in interest rates is likely to reduce production levels going forward.
Capital markets income primarily includes fee income from customer derivative transactions. Additionally, capital markets income includes fee income from capital raising investment banking transactions and foreign exchange as well as other miscellaneous income from capital market transactions. Capital markets income was $3.7 million lower for the three months ended March 31, 2021, as commercial client activity to lock in lower rates was elevated in 2020.
Income from BOLI, which includes increases in the cash surrender value of policies and proceeds from insurance benefits, increased $2.8 million, or 47%, for the three months ended March 31, 2021, due primarily to income on proceeds from insurance benefits. The first three months of 2021 included income on proceeds from insurance benefits of $2.1 million compared to $118 thousand in 2020.
Investment securities losses, net, of $2.0 million for the three months ended March 31, 2021 reflected strategic sales of mortgage-backed securities.
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, income from insurance commissions, gains from sales of GGL/SBA loans, and other miscellaneous items. The three months ended March 31, 2021 included unrealized valuation gains of $3.5 million associated with deferred compensation and the three months ended March 31, 2020 included a sale-leaseback gain of $2.4 million.
Non-interest Expense
Non-interest expense for the first quarter of 2021 was $267.1 million, down $9.1 million, or 3%, compared to the first quarter of 2020 and adjusted non-interest expense of $266.6 million was down $4.6 million, or 2%. The adjusted tangible efficiency ratio for the first three months of 2021 was 54.19%, down 253 bps compared to the same period a year ago. We remain committed to prudent expense management, enabling us to continue investing in areas that position us for greater success, deliver a superior customer experience, and promote profitable growth. See "Table 14 - Reconciliation of Non-GAAP Financial Measures” in this Report for applicable reconciliation to GAAP measures.
The following table summarizes the components of non-interest expense.
Table 6 - Non-interest Expense
Three Months Ended March 31,
(dollars in thousands) 2021 2020 % Change
Salaries and other personnel expense $ 161,477  $ 149,678  %
Net occupancy, equipment, and software expense 41,134  42,194  (3)
Third-party processing and other services 20,032  22,700  (12)
Professional fees 9,084  10,675  (15)
FDIC insurance and other regulatory fees 5,579  5,278 
Amortization of intangibles 2,379  2,640  (10)
Restructuring charges 531  3,220  nm
Loss on early extinguishment of debt   1,904  nm
Other operating expenses 26,918  37,990  (29)
Total non-interest expense $ 267,134  $ 276,279  (3) %
Three Months Ended March 31, 2021 compared to March 31, 2020
Salaries and other personnel expense increased $11.8 million, or 8%, for the three months ended March 31, 2021, due primarily to higher mortgage production-based commissions with commission expense up $2.3 million, higher share-based compensation expense of $4.1 million largely due to timing with higher level of retirement eligible expense acceleration, and valuation expense of $3.5 million associated with deferred compensation from higher market valuations (offset with unrealized valuation gains in other non-interest revenue). Total headcount of 5,175 declined 72 from December 31, 2020 and 253 from
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March 31, 2020 led by Synovus' voluntary early retirement program offered during the fourth quarter of 2020 and branch closures.
Net occupancy, equipment, and software expense decreased $1.1 million, or 3%, during the three months ended March 31, 2021, due primarily to a reduction of 10 branches, as compared to December 31, 2019.
Third-party processing and other services includes all third-party core operating system and processing charges as well as third-party loan servicing charges. Third-party processing expense decreased $2.7 million, or 12%, for the three months ended March 31, 2021. The decline is primarily associated with Synovus' restructure of certain of its third-party consumer-based lending partnership arrangements during the second quarter of 2020 with a shift of new originations to held for sale and thereby reducing third-party loan servicing expense.
Professional fees decreased $1.6 million, or 15%, for the three months ended March 31, 2021, from decreases in consulting fees related to Synovus Forward, our revenue growth and efficiency initiatives.
FDIC insurance and other regulatory fees for the three months ended March 31, 2020 included the benefit of a $1.5 million reversal of estimated additional expense accrued during the fourth quarter of 2019.
During the three months ended March 31, 2021, Synovus recorded $531 thousand in restructuring charges primarily associated with two branch closures that will occur in April 2021 as part of Synovus Forward. During the three months ended March 31, 2020, Synovus recorded restructuring charges of $3.2 million from asset impairments, lease terminations, and severance related to seven branches closed in the first quarter of 2020.
Other operating expenses 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 expenses. Other operating expenses were down $11.1 million for the three months ended March 31, 2021 driven by declines in most all expense categories including declines of $3.0 million in advertising and $1.3 million in travel.
Income Tax Expense
Income tax expense was $49.2 million for the three months ended March 31, 2021, representing an effective tax rate of 20.8%, compared to income tax expense of $3.6 million for the three months ended March 31, 2020, representing an effective tax rate of 8.5%. The effective tax rate for the three months ended March 31, 2021 is lower than the statutory tax rate primarily due to discrete benefits of $6.2 million related to changes in amounts taxable by jurisdictions and $1.8 million related to share-based compensation, partly offset by discrete expense of $4.1 million related to other accrual adjustments. The effective tax rate for the three months ended March 31, 2020 was lower than the statutory tax rate primarily due to a one-time discrete benefit of $2.7 million for the carryback of net operating loss deductions as permitted by the CARES Act, and $3.4 million of other discrete benefit items.
Synovus’ effective tax rate considers many factors including, but not limited to, the level of pre-tax income, BOLI, tax-exempt interest, certain income tax credits, and nondeductible expenses. In addition, the effective tax rate is affected by items that may occur in any given period but are not consistent from period-to-period, such as tax benefits related to share-based compensation, jurisdiction statutory tax rate changes, valuation allowance changes, and changes to unrecognized tax benefits. Accordingly, the comparability of the effective tax rate between periods may be impacted.
On March 31, 2021, the Biden Administration released the details of the Made in America Tax Plan which proposes an increase in the federal corporate income tax rate to 28%, up from the current 21%, among numerous other proposals. We continue to monitor the legislative process and the potential impact to the Company and its customers.
CREDIT QUALITY, CAPITAL RESOURCES AND LIQUIDITY
Credit Quality
Synovus continuously monitors the quality of its loan portfolio by industry, property type, geography, as well as credit quality metrics. At March 31, 2021, credit metrics remained stable with NPAs, NPLs, and past dues all near historical lows, and net charge-offs remained low and declined $1.9 million on a sequential quarter basis to $20.2 million, or 21 basis points. Given elevated levels of liquidity and continued economic recovery, particularly in the Southeast, we are not currently expecting a significant change in net charge-offs in the near term.
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The table below includes selected credit quality metrics.
Table 7 - Credit Quality Metrics
(dollars in thousands) March 31, 2021 December 31, 2020 March 31, 2020
Non-performing loans
$ 155,169  $ 151,079  $ 156,287 
Impaired loans held for sale 23,590  23,590  — 
ORE and other assets
16,849  17,394  33,679 
Non-performing assets
$ 195,608  $ 192,063  $ 189,966 
Total loans
$ 38,805,101  $ 38,252,984  $ 38,258,024 
Non-performing loans as a % of total loans
0.40  % 0.39  % 0.41  %
Non-performing assets as a % of total loans, ORE, and specific other assets
0.50  0.50  0.50 
Loans 90 days past due and still accruing
$ 3,804  $ 4,117  $ 6,398 
As a % of total loans
0.01  % 0.01  % 0.02  %
Total past due loans and still accruing
$ 45,693  $ 47,349  $ 83,235 
As a % of total loans
0.12  % 0.12  % 0.22  %
Net charge-offs, quarter $ 20,204  $ 22,139  $ 20,061 
Net charge-offs/average loans, quarter 0.21  % 0.23  % 0.21  %
(Reversal of) provision for loan losses, quarter $ (22,318) $ 24,075  $ 149,117 
Provision for (reversal of) unfunded commitments, quarter 3,743  (13,009) 9,605 
(Reversal of) provision for credit losses, quarter $ (18,575) $ 11,066  $ 158,722 
Allowance for loan losses $ 563,214  $ 605,736  $ 493,452 
Reserve for unfunded commitments 51,528  47,785  38,420 
Allowance for credit losses $ 614,742  $ 653,521  $ 531,872 
ACL to loans coverage ratio
1.58  % 1.71  % 1.39  %
ALL to loans coverage ratio
1.45  1.58  1.29 
ACL/NPLs 396.18  432.57  340.32 
ALL/NPLs 362.97  400.94  315.74 
Non-performing Assets
Total NPAs as a percentage of total loans, ORE, and specific other assets were 0.50% at March 31, 2021, unchanged from both December 31, 2020 and March 31, 2020. Total NPAs were $195.6 million at March 31, 2021 compared to $192.1 million at December 31, 2020 and $190.0 million at March 31, 2020.
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. The increase in criticized and classified loans at March 31, 2021 compared to December 31, 2020 was primarily hospitality-related with increases in special mention and substandard accruing loans in the hotel and full-service restaurant industry as a result of COVID-19. We expect the levels of criticized and classified loans to decline as borrowers' reported financial statements begin to reflect the current monthly improvement we are seeing in borrowers' cash flows.

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Table 8 - Criticized and Classified Loans
(dollars in thousands) March 31, 2021 December 31, 2020
Special mention loans $ 1,107,272  $ 977,028 
Substandard loans 685,474  553,720 
Doubtful loans 34,430  33,204 
Loss loans 2,664  3,032 
Criticized and Classified loans $ 1,829,840  $ 1,566,984 
As a % of total loans
4.7  % 4.1  %
Provision for Credit Losses and Allowance for Credit Losses
Provision for credit losses includes the provisions for loan losses and unfunded commitments. The reversal of provision for credit losses of $18.6 million for the three months ended March 31, 2021 included net charge-offs of $20.2 million and resulted from the improved economic outlook and stable loan portfolio metrics that were partially offset by the increased size of the loan portfolio including $15.2 million in reserves added as result of purchases of $607.0 million of third-party lending loans, including a $476.2 million prime auto purchase. The ACL at March 31, 2021 totaled $614.7 million consisting of an ALL of $563.2 million and reserve for unfunded commitments of $51.5 million, resulting in an ACL to loans coverage ratio of 1.58% and an ACL to NPLs ratio of 396%. Excluding PPP loans, the ACL to loans coverage ratio was 1.69%. The ACL at March 31, 2021 incorporates an outlook with moderate economic expansion and benefits from the estimated impact of government stimulus.
Table 9 - Accruing TDRs by Risk Grade
March 31, 2021 December 31, 2020 March 31, 2020
(dollars in thousands) Amount % Amount % Amount %
Pass $ 63,809  49.2  % $ 72,463  53.7  % $ 75,073  46.9  %
Special mention 8,560  6.6  8,935  6.6  10,925  6.8 
Substandard accruing 57,407  44.2  53,574  39.7  74,130  46.3 
Total accruing TDRs $ 129,776  100.0  % $ 134,972  100.0  % $ 160,128  100.0  %
Troubled Debt Restructurings
Accruing TDRs were $129.8 million at March 31, 2021, compared to $135.0 million at December 31, 2020 and $160.1 million at March 31, 2020. Accruing TDRs decreased $5.2 million from December 31, 2020 and $30.4 million from March 31, 2020. Non-accruing TDRs were $36.1 million at March 31, 2021, compared to $39.0 million at December 31, 2020 and $12.8 million at March 31, 2020.
Accruing TDRs are considered performing because they are performing in accordance with the restructured terms. At March 31, 2021, December 31, 2020, and March 31, 2020, approximately 99%, 99%, and 98%, respectively, of accruing TDRs were current. In addition, subsequent defaults on accruing TDRs (defaults 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 within twelve months of the TDR designation) have continued to remain at low levels.
Non-TDR Modifications due to COVID-19
Regulatory agencies have encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of COVID-19. In the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (initially issued on March 22, 2020 and revised on April 7, 2020), for example, the regulatory agencies expressed their view of loan modification programs as positive actions that may mitigate adverse effects on borrowers due to COVID-19 and their unwillingness to criticize institutions for working with borrowers in a safe and sound manner. Moreover, the Interagency Statement provided that eligible loan modifications related to COVID-19 may be accounted for under section 4013 of the CARES Act or in accordance with ASC 310-40. On December 27, 2020, the Consolidated Appropriations Act, 2021 extended the applicable period of Section 4013 of the CARES Act. This allows banks to elect to not consider loan modifications related to COVID-19 that are made between March 1, 2020 and the earlier of January 1, 2022, or 60 days after the national emergency ends to borrowers that are current (i.e., less than 30 days past due as of December 31, 2019) as TDRs. The regulatory agencies further stated that performing loans granted payment deferrals due to COVID-19 are not considered past due or non-accrual. FASB confirmed the foregoing regulatory agencies' view that such short-term modifications (e.g., six months) made on a good-faith basis in response to COVID-19 for borrowers who are current are not TDRs.
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During 2020, Synovus provided relief programs consisting primarily of 90-day payment deferral relief to borrowers negatively impacted by COVID-19, and as of March 31, 2021, 0.2% of the total loan portfolio was in a P&I deferral status as compared to 0.3% of the total loan portfolio at December 31, 2020. In addition to our P&I deferment program, under the CARES Act, we have also provided borrowers who have been impacted by COVID-19 with other modifications such as interest only relief or amortization extensions on approximately 2% of total loans, at both March 31, 2021 and December 31, 2020.
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 March 31, 2021, 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 10 - Capital Ratios
(dollars in thousands) March 31, 2021 December 31, 2020
CET1 capital
Synovus Financial Corp. $ 4,184,715  $ 4,034,865 
Synovus Bank 4,746,560  4,641,711 
Tier 1 risk-based capital
Synovus Financial Corp. 4,721,860  4,572,010 
Synovus Bank 4,746,560  4,641,711 
Total risk-based capital
Synovus Financial Corp. 5,733,956  5,604,230 
Synovus Bank 5,446,080  5,361,611 
CET1 capital ratio
Synovus Financial Corp. 9.74  % 9.66  %
Synovus Bank 11.06  11.11 
Tier 1 risk-based capital ratio
Synovus Financial Corp. 10.99  10.95 
Synovus Bank 11.06  11.11 
Total risk-based capital to risk-weighted assets ratio
Synovus Financial Corp. 13.34  13.42 
Synovus Bank 12.69  12.83 
Leverage ratio
Synovus Financial Corp. 8.80  8.50 
Synovus Bank 8.85  8.73 
Tangible common equity ratio(1)
Synovus Financial Corp. 7.55  7.66 
(1)     See "Table 14 - Reconciliation of Non-GAAP Financial Measures” in this Report for the applicable reconciliation to the most comparable GAAP measure.
At March 31, 2021, Synovus' CET1 ratio increased to 9.74%, well in excess of regulatory requirements including the capital conservation buffer of 2.5%. The March 31, 2021 CET1 ratio improved 8 bps compared to December 31, 2020 driven by earnings. For additional information on regulatory capital requirements, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 12 - Regulatory Capital" to the consolidated financial statements of Synovus' 2020 Form 10-K. Management reviews the Company's capital position on an on-going basis and believes, based on internal capital analyses and earnings projections, that Synovus is well positioned to meet relevant regulatory capital standards.
Synovus announced on January 26, 2021 that its Board of Directors authorized share repurchases of up to $200 million in 2021. During the first quarter of 2021, the Company did not complete any share repurchases. During the second quarter of 2021, Synovus had repurchased $23.2 million, or 499 thousand shares of its common stock, at an average price of $46.52 per share, as of May 5, 2021.
On August 26, 2020, the federal banking regulators issued a final rule (following an interim final rule issued on March 27, 2020) that allowed electing banking organizations that adopt CECL during 2020 to mitigate the estimated effects of CECL on
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regulatory capital for two years, followed by a three-year phase-in transition period. Synovus adopted CECL on January 1, 2020 and the March 31, 2021 regulatory capital ratios reflect Synovus' election of the five-year transition provision. At March 31, 2021, $84 million, or a cumulative 20 basis points benefit to CET1, was deferred.
Dividends
Synovus has historically paid a quarterly cash dividend to the holders of its common stock. Management and the Board of Directors closely monitor current and projected capital levels, liquidity (including dividends from subsidiaries), financial markets and other economic trends, as well as regulatory requirements regarding the payment of dividends.
Synovus' ability to pay dividends on its common stock and preferred stock is primarily dependent upon dividends and distributions that it receives from its bank and non-banking subsidiaries, which are restricted by various regulations administered by federal and state bank regulatory authorities.
Synovus declared common stock dividends of $49.1 million, or $0.33 per common share, for the three months ended March 31, 2021, compared to $48.6 million, or $0.33 per common share, for the three months ended March 31, 2020. In addition, Synovus declared dividends on its preferred stock of $8.3 million during both the three months ended March 31, 2021 and 2020.
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 customers, maturities and sales of investment securities, and growth in core or wholesale deposits. Management continuously monitors and maintains appropriate levels of liquidity so as to provide adequate funding sources to manage customer deposit withdrawals, loan requests, and other funding demands.
Synovus Bank also generates liquidity through the issuance of brokered certificates of deposit and money market accounts. Synovus Bank accesses these 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 through the Federal Reserve discount window. At March 31, 2021, based on currently pledged collateral, Synovus Bank had access to incremental FHLB funding of $6.38 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, share repurchases, payment of general corporate expenses 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.
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 - 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" of Synovus' 2020 Form 10-K. Furthermore, Synovus may, from time to time, take advantage of attractive market opportunities to refinance its existing debt, redeem its preferred stock, or strengthen its liquidity or capital position.
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Earning Assets and Sources of Funds
Average total assets for the three months ended March 31, 2021 increased $5.49 billion, or 11%, to $54.19 billion as compared to $48.70 billion for the first three months of 2020. Average earning assets increased $5.02 billion, or 11%, in the first three months of 2021 compared to the same period in 2020 and represented 92.2% of average total assets at March 31, 2021, as compared to 92.3% at March 31, 2020. The increase in average earning assets primarily resulted from a $2.16 billion increase in average interest-bearing funds held at the Federal Reserve Bank, a $1.76 billion increase in average investment securities available for sale, an $821.3 million increase in loans held for sale, and a $619.2 million, or 2%, increase in average total loans, net of unearned, which included average PPP loans of $2.24 billion.
Average interest-bearing liabilities increased $567.9 million, or 2%, to $34.08 billion for the first three months of 2021 compared to the same period in 2020. The increase in average interest-bearing liabilities resulted from a $4.37 billion, or 34%, increase in average money market deposits (includes an increase of $573.9 million in average other brokered deposits) and a $2.12 billion, or 33%, increase in average interest-bearing demand deposits. These increases were partially offset by a $3.41 billion, or 38%, decrease in average time deposits (includes a decrease of $747.7 million in brokered time deposits) a $1.48 billion decrease in average long-term debt, including redemption of $250.0 million in subordinated debt in the fourth quarter of 2020, and a $1.38 billion decrease in other short-term borrowings. Average non-interest-bearing demand deposits increased $4.38 billion, or 47%, to $13.79 billion for the first three months of 2021 compared to the same period in 2020, due largely to liquidity associated with PPP lending.
Net interest income for the three months ended March 31, 2021 was $373.9 million, up $597 thousand compared to the same period in 2020 including $24.9 million in PPP processing fees during the first quarter of 2021. Net interest margin was down 33 bps over the comparable three-month period to 3.04%, due primarily to the decline in market interest rates and accelerated prepayment activity. For the three months ended March 31, 2021, the yield on earning assets was 3.32%, a decrease of 101 bps compared to the three months ended March 31, 2020, while the effective cost of funds decreased 68 bps to 0.28%. The yield on loans decreased 60 bps to 4.02% while the yield on investment securities decreased 169 bps to 1.40% over the three months ended March 31, 2020.
On a sequential quarter basis, net interest income was down $12.1 million and net interest margin for the first quarter was 3.04%, which was down 8 bps compared to the fourth quarter of 2020. The sequential quarter decline in net interest income was primarily due to a lower day count and a continuation of low-rate pressure, partially offset by further declines in deposit pricing and continued deployment of excess liquidity. The first quarter of 2021 included average PPP loan balances of $2.24 billion versus $2.55 billion in the fourth quarter of 2020 and $24.9 million recognized for associated PPP processing fees versus $24.8 million in the fourth quarter of 2020. For the first quarter of 2021, the yield on earning assets decreased 17 bps, while the effective cost of funds decreased 9 bps compared to the fourth quarter of 2020.
As we progress through the year, we expect to see increases in net interest income, excluding PPP fees, driven by loan growth, deployment of liquidity, a deceleration of prepayments, and further deposit cost reductions.
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Quarterly yields earned on average interest-earning assets and rates paid on average interest-bearing liabilities for the five most recent quarters are presented below.
Table 11 - Average Balances and Yields/Rates 2021 2020
(dollars in thousands) (yields and rates annualized) First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Interest Earning Assets:
Investment securities(1)(2)
$ 8,437,563  7,493,822  7,227,400  6,618,533  6,680,047 
Yield
1.40  % 2.07  2.39  2.72  3.09 
Trading account assets(3)
$ 3,063  8,496  5,391  6,173  6,306 
Yield
2.81  % 1.03  1.69  2.19  2.70 
Commercial loans(2)(4)
$ 29,844,491  30,363,102  30,730,135  30,236,919  27,607,343 
Yield
3.95  % 3.96  3.80  3.95  4.57 
Consumer loans(4)
$ 8,367,776  8,521,449  9,032,437  9,899,172  9,985,702 
Yield
3.98  % 4.00  4.08  4.34  4.60 
Allowance for loan losses
$ (599,872) (595,547) (591,098) (498,545) (368,033)
    Loans, net(4)
$ 37,612,395  38,289,004  39,171,474  39,637,546  37,225,012 
Yield
4.02  % 4.03  3.92  4.08  4.62 
Mortgage loans held for sale
$ 246,962  309,278  244,952  221,157  86,415 
Yield
2.68  % 2.74  2.92  3.09  3.67 
Other loans held for sale $ 660,753  544,301  493,940  19,246  — 
Yield 2.91  % 2.81  3.61  4.19  — 
Other earning assets(5)
$ 2,838,021  2,716,645  1,265,880  1,709,086  652,130 
Yield
0.10  % 0.10  0.11  0.11  1.02 
Federal Home Loan Bank and Federal Reserve Bank Stock(3)
$ 157,657  162,537  200,923  247,801  284,082 
Yield
1.69  % 2.64  2.73  3.60  3.38 
Total interest earning assets
$ 49,956,414  49,524,083  48,609,960  48,459,542  44,933,992 
Yield
3.32  % 3.49  3.58  3.75  4.33 
Interest-Bearing Liabilities:
Interest-bearing demand deposits
$ 8,570,753  8,531,415  7,789,095  7,260,940  6,445,986 
Rate
0.14  % 0.16  0.19  0.21  0.51 
Money market accounts, excluding brokered deposits
$ 15,348,916  14,411,860  13,272,972  12,238,479  11,548,014 
Rate
0.23  % 0.26  0.36  0.46  1.00 
Savings deposits
$ 1,219,288  1,147,667  1,114,956  1,036,024  926,822 
Rate
0.02  % 0.01  0.02  0.02  0.05 
Time deposits under $100,000
$ 1,161,306  1,239,592  1,379,923  1,621,943  1,761,741 
Rate
0.56  % 0.74  1.03  1.43  1.64 
Time deposits over $100,000
$ 2,993,996  3,302,959  3,863,821  4,772,555  5,051,705 
Rate
0.74  % 1.03  1.44  1.80  2.04 
Other brokered deposits
$ 1,950,582  1,978,393  1,912,114  1,998,571  1,376,669 
Rate
0.20  % 0.23  0.23  0.25  1.42 
Brokered time deposits
$ 1,418,751  1,795,982  2,232,940  2,244,429  2,166,496 
Rate
1.50  % 1.60  1.59  1.86  2.11 
   Total interest-bearing deposits
$ 32,663,592  32,407,868  31,565,821  31,172,941  29,277,433 
Rate
0.31  % 0.39  0.54  0.73  1.18 
Federal funds purchased and securities sold under repurchase agreements
$ 209,448  174,316  180,342  250,232  167,324 
Rate
0.07  % 0.07  0.09  0.12  0.30 
Other short-term borrowings
$   —  46,739  550,000  1,384,362 
Rate
  % —  1.12  1.23  1.66 
Long-term debt
$ 1,202,613  1,552,791  2,234,665  2,834,188  2,678,651 
Rate
3.63  % 3.96  2.71  2.36  2.78 
Total interest-bearing liabilities
$ 34,075,653  34,134,975  34,027,567  34,807,361  33,507,770 
Rate
0.42  % 0.55  0.68  0.86  1.30 
Non-interest-bearing demand deposits
$ 13,791,286  13,566,112  12,773,676  11,923,534  9,409,774 
Cost of funds
0.30  % 0.40  0.50  0.65  1.04 
Effective cost of funds(6)
0.28  % 0.37  0.48  0.62  0.96 
Net interest margin
3.04  % 3.12  3.10  3.13  3.37 
Taxable equivalent adjustment(2)
$ 774  821  956  861  786 
`(1)    Excludes net unrealized gains (losses).
(2)    Reflects taxable-equivalent adjustments, using the statutory federal income tax rate of 21%, in adjusting interest on tax-exempt loans and investment securities to a taxable-equivalent basis.
(3)    Included as a component of other assets on the consolidated balance sheets.
(4)    Average loans are shown net of deferred fees and costs. NPLs are included.
(5)    Includes interest-bearing funds with Federal Reserve Bank, interest earning deposits with banks, and federal funds sold and securities purchased under resale agreements.
(6)    Includes the impact of non-interest-bearing capital funding sources.
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Net Interest Income and Rate/Volume Analysis
    The following table sets forth the major components of net interest income and the related annualized yields and rates for the three months ended March 31, 2021 and 2020, as well as the variances between the periods caused by changes in interest rates versus changes in volume.
Table 12 - Net Interest Income and Rate/Volume Analysis
Three Months Ended March 31, 2021 Compared to 2020
Average Balances Interest Annualized Yield/Rate Change due to Increase (Decrease)
(dollars in thousands) 2021 2020 2021 2020 2021 2020 Volume Rate
Assets
Interest earning assets:
Investment securities $ 8,437,563  $ 6,680,047  $ 29,458  $ 51,655  1.40  % 3.09  % $ 13,391  $ (35,588) $ (22,197)
Trading account assets 3,063  6,306  22  43  2.81  2.70  (22) (21)
Taxable loans, net(1)
37,715,121  37,177,611  369,579  424,387  3.96  4.59  6,084  (60,892) (54,808)
Tax-exempt loans, net(1)(2)
497,146  415,434  3,686  3,734  3.01  3.61  727  (775) (48)
Allowance for loan losses (599,872) (368,033)
Loans, net 37,612,395  37,225,012  373,265  428,121  4.02  4.62  6,811  (61,667) (54,856)
Mortgage loans held for sale 246,962  86,415  1,657  792  2.68  3.67  1,453  (588) 865 
Other loans held for sale 660,753  —  4,805  —  2.91  —  —  4,805  4,805 
Other earning assets(3)
2,838,021  652,130  716  1,675  0.10  1.02  5,444  (6,403) (959)
Federal Home Loan Bank and Federal Reserve Bank stock 157,657  284,082  668  2,397  1.69  3.38  (1,054) (675) (1,729)
Total interest earning assets 49,956,414  44,933,992  410,591  484,683  3.32  4.33  26,023  (100,115) (74,092)
Cash and due from banks 518,780  515,153 
Premises and equipment, net 460,466  491,244 
Other real estate 1,823  13,395 
Cash surrender value of bank-owned life insurance 1,051,520  892,861 
Other assets(4)
2,199,501  1,849,950 
Total assets $ 54,188,504  $ 48,696,595 
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits $ 8,570,753  $ 6,445,986  $ 2,973  $ 8,109  0.14  % 0.51  % $ 2,672  $ (7,808) $ (5,136)
Money market accounts 17,299,498  12,924,683  9,706  33,625  0.23  1.05  11,327  (35,246) (23,919)
Savings deposits 1,219,288  926,822  49  110  0.02  0.05  36  (97) (61)
Time deposits 5,574,053  8,979,942  12,290  44,158  0.89  1.98  (16,628) (15,240) (31,868)
Federal funds purchased and securities sold under repurchase agreements 209,448  167,324  34  127  0.07  0.30  31  (124) (93)
Other short-term borrowings   1,384,362    5,805    1.66  (5,666) (139) (5,805)
Long-term debt 1,202,613  2,678,651  10,908  18,703  3.63  2.78  (10,118) 2,323  (7,795)
Total interest-bearing liabilities 34,075,653  33,507,770  35,960  110,637  0.42  1.30  (18,346) (56,331) (74,677)
Non-interest-bearing deposits 13,791,286  9,409,774 
Other liabilities 1,185,344  817,627 
Shareholders' equity 5,136,221  4,961,424 
Total liabilities and equity $ 54,188,504  $ 48,696,595 
Interest rate spread: 2.90  % 3.03  %
Net interest income - FTE/margin(5)
$ 374,631  $ 374,046  3.04  % 3.37  % $ 44,369  $ (43,784) $ 585 
Taxable equivalent adjustment 774  786 
  Net interest income, actual $ 373,857  $ 373,260 
(1)     Average loans are shown net of unearned income. NPLs are included. Interest income includes fees as follows: 2021 - $31.9 million, 2020 - $7.9 million.
(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.
(3)    Includes interest-bearing funds with Federal Reserve Bank, interest earning deposits with banks, and federal funds sold and securities purchased under resale agreements.
(4)    Includes average net unrealized gains (losses) on investment securities available for sale of $116.1 million and $166.8 million for the three months ended March 31, 2021 and 2020, respectively.
(5)    The net interest margin is calculated by dividing annualized net interest income - FTE by average total interest earnings assets.
50



Market Risk Analysis
Interest rate risk is the primary market risk to which Synovus is potentially exposed. Synovus measures its sensitivity to changes in market interest rates through the use of a simulation model which incorporates all of Synovus’ earning 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 customer behaviors. This process is reviewed and updated on an on-going basis in a manner consistent with Synovus’ ALCO governance framework.
Synovus has modeled its baseline net interest income projection assuming a flat interest rate environment with the federal funds rate at the Federal Reserve’s current targeted range of 0% to 0.25% and the current prime rate of 3.25%. Synovus has modeled the impact of a gradual increase in market interest rates across the yield curve of 100 and 200 bps and a gradual decline of 25 bps to determine the sensitivity of net interest income for the next twelve months. The lesser decline of the downrate scenario presented was selected in light of the low absolute level of monetary policy rates and generally incorporates an assumption that rates are floored at the zero-lower-bound. Synovus' current rate risk position is considered asset-sensitive and would be expected to benefit net interest income in a rising interest rate environment and reduce net interest income in a declining interest rate environment. The decline in sensitivity relative to the prior period-end is the result of a host of factors, including a reduction in reserve balances held with the Federal Reserve and the higher absolute level of long-term interest rates. The following table represents the estimated sensitivity of net interest income at March 31, 2021, with comparable information for December 31, 2020.
Table 13 - Twelve Month Net Interest Income Sensitivity
Estimated % Change in Net Interest Income as Compared to Unchanged Rates (for the next twelve months)
Change in Short-term Interest Rates (in bps) March 31, 2021 December 31, 2020
+200 4.9% 6.8%
+100 2.4% 3.5%
Flat —% —%
-25 (0.3)% (0.5)%
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 Economic Value of Equity (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 risk and incorporates this form of analysis within its governance and limits framework.
LIBOR Transition
In July 2017, the Financial Conduct Authority (FCA), which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit rates for the calculation of LIBOR at the end of 2021. On March 5, 2021, the FCA confirmed that all LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021 for the 1-week and 2-month US dollar settings and immediately after June 30, 2023 for all remaining US dollar settings.
The ARRC has proposed SOFR as its preferred rate as an alternative to LIBOR and has proposed a paced market transition plan to SOFR from LIBOR. Organizations are currently working on industry-wide and company-specific transition plans related to derivatives and cash markets exposed to LIBOR. As noted within "Part I - Item 1A. Risk Factors" of Synovus' 2020 Form 10-K, Synovus holds instruments that may be impacted by the discontinuance of LIBOR including floating rate obligations, loans, deposits, derivatives and hedges, and other financial instruments but is not able to currently predict the associated financial impact of the transition to an alternative reference rate. Synovus has established a cross-functional LIBOR transition working group that has 1) assessed the Company's current exposure to LIBOR indexed instruments and the data, systems and processes that will be impacted; 2) established a detailed implementation plan; and 3) developed a formal governance structure for the transition.
51



Critical Accounting Policies
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 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’ unaudited interim consolidated financial statements. Synovus’ financial results could differ significantly if different judgments or estimates are used in the application of these policies. All accounting policies described in "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" in Synovus' 2020 Form 10-K should be reviewed for a greater understanding of how we record and report our financial performance. There have been no significant changes to the accounting policies, estimates and assumptions, or the judgments affecting the application of these estimates and assumptions from those disclosed in Synovus' 2020 Form 10-K other than the exclusion of goodwill impairment as a critical accounting estimate due to lack of impairment indicators.
Non-GAAP Financial Measures
The measures entitled adjusted non-interest revenue; adjusted non-interest expense; adjusted total revenue; adjusted tangible efficiency ratio; adjusted net income per common share, diluted; adjusted return on average assets; adjusted return on average common equity; adjusted return on average tangible common equity; and tangible common equity ratio 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 FTE revenue; efficiency ratio-FTE; net income per common share, diluted; return on average assets; return on average common equity; and the ratio of total shareholders' equity to total assets, 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 total revenue and adjusted non-interest revenue are measures used by management to evaluate total FTE revenue and non-interest revenue exclusive of net investment securities gains (losses) and changes in fair value of private equity investments, net. 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 net income per common share, diluted, adjusted return on average assets, 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. Adjusted return on average tangible common equity is a measure 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. The computations of these measures are set forth in the tables below.
52



Table 14 - Reconciliation of Non-GAAP Financial Measures
Three Months Ended
(in thousands) March 31, 2021 March 31, 2020
Adjusted non-interest revenue
Total non-interest revenue $ 110,956  $ 103,857 
Add/subtract: Investment securities losses (gains), net 1,990  (8,734)
Add: Decrease in fair value of private equity investments, net   4,255 
Adjusted non-interest revenue $ 112,946  $ 99,378 
Adjusted non-interest expense
Total non-interest expense $ 267,134  $ 276,279 
Subtract: Restructuring charges (531) (3,220)
Subtract: Loss on early extinguishment of debt   (1,904)
Adjusted non-interest expense $ 266,603  $ 271,155 

Three Months Ended
(in thousands, except per share data) March 31, 2021 March 31, 2020
Adjusted total revenue and adjusted tangible efficiency ratio
Adjusted non-interest expense $ 266,603  $ 271,155 
Subtract: Amortization of intangibles (2,379) (2,640)
Adjusted tangible non-interest expense $ 264,224  $ 268,515 
Net interest income $ 373,857  $ 373,260 
Add: Tax equivalent adjustment 774  786 
Add: Total non-interest revenue 110,956  103,857 
Total FTE revenue $ 485,587  $ 477,903 
Add/subtract: Investment securities losses (gains), net 1,990  (8,734)
Add: Decrease in fair value of private equity investments, net   4,255 
Adjusted total revenue $ 487,577  $ 473,424 
Efficiency ratio-FTE 55.01  % 57.81  %
 Adjusted tangible efficiency ratio 54.19  56.72 
Adjusted net income per common share, diluted
Net income available to common shareholders $ 178,802  $ 30,230 
Add: Restructuring charges 531  3,220 
Add: Loss on early extinguishment of debt   1,904 
Add/subtract: Investment securities losses (gains), net 1,990  (8,734)
Add: Decrease in fair value of private equity investments, net   4,255 
Subtract: Tax effect of adjustments (1)
(638) (167)
Adjusted net income available to common shareholders $ 180,685  $ 30,708 
Weighted average common shares outstanding, diluted 149,780  148,401 
Adjusted net income per common share, diluted $ 1.21  $ 0.21 

53



Table 14 - Reconciliation of Non-GAAP Financial Measures, continued
Three Months Ended
(dollars in thousands) March 31, 2021 March 31, 2020
Adjusted return on average assets (annualized)
Net income $ 187,093  $ 38,521 
Add: Restructuring charges 531  3,220 
Add: Loss on early extinguishment of debt   1,904 
Add/subtract: Investment securities losses (gains), net 1,990  (8,734)
Add: Decrease in fair value of private equity investments, net   4,255 
Subtract: Tax effect of adjustments (1)
(638) (167)
Adjusted net income $ 188,976  $ 38,999 
Net income annualized 758,766  154,931 
Adjusted net income annualized 766,403  156,853 
Total average assets 54,188,504  48,696,595 
Return on average assets (annualized) 1.40  % 0.32  %
Adjusted return on average assets (annualized) 1.41  0.32 

Three Months Ended
(dollars in thousands) March 31, 2021 December 31, 2020 March 31, 2020
Adjusted return on average common equity and adjusted return on average tangible common equity (annualized)
Net income available to common shareholders $ 178,802  $ 142,118  $ 30,230 
Add: Restructuring charges 531  18,068  3,220 
Add: Valuation adjustment to Visa derivative   890  — 
Add: Loss on early extinguishment of debt   8,409  1,904 
Add/subtract: Investment securities losses (gains), net 1,990  (2,337) (8,734)
Subtract/add: (Increase) decrease in fair value of private equity investments   (63) 4,255 
Subtract: Tax effect of adjustments (1)
(638) (6,467) (167)
Net income available to common shareholders $ 180,685  $ 160,618  $ 30,708 
Adjusted net income available to common shareholders' annualized $ 732,778  $ 638,980  $ 123,507 
Add: Amortization of intangibles, annualized net of tax 7,207  7,782  7,868 
Adjusted net income available to common shareholders excluding amortization of intangibles annualized $ 739,985  $ 646,762  $ 131,375 
Net income available to common shareholders annualized $ 725,141  $ 565,382  $ 121,584 
Total average shareholders' equity less preferred stock $ 4,599,076  $ 4,594,199  $ 4,424,278 
Subtract: Goodwill (452,390) (452,390) (497,267)
Subtract: Other intangible assets, net (44,005) (46,511) (54,514)
Total average tangible shareholders' equity less preferred stock $ 4,102,681  $ 4,095,298  $ 3,872,497 
Return on average common equity (annualized) 15.77  % 12.31  % 2.75  %
Adjusted return on average common equity (annualized) 15.93  13.91  2.79 
Adjusted return on average tangible common equity (annualized) 18.04  15.79  3.39 

54



Table 14 - Reconciliation of Non-GAAP Financial Measures, continued
(dollars in thousands) March 31, 2021 December 31,
2020
March 31, 2020
Tangible common equity ratio
Total assets $ 55,159,011  $ 54,394,159  $ 50,619,585 
Subtract: Goodwill (452,390) (452,390) (497,267)
Subtract: Other intangible assets, net (42,733) (45,112) (53,032)
Tangible assets $ 54,663,888  $ 53,896,657  $ 50,069,286 
Total shareholders' equity $ 5,161,717  $ 5,161,334  $ 5,065,205 
Subtract: Goodwill (452,390) (452,390) (497,267)
Subtract: Other intangible assets, net (42,733) (45,112) (53,032)
Subtract: Preferred stock, no par value (537,145) (537,145) (537,145)
Tangible common equity $ 4,129,449  $ 4,126,687  $ 3,977,761 
Total shareholders' equity to total assets ratio 9.36  % 9.49  % 10.01  %
Tangible common equity ratio 7.55  7.66  7.94 
(1) An assumed marginal tax rate of 25.3% for 2021 and 25.9% for 2020 was applied.

ITEM 3. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    The information presented in the Market Risk Analysis section of the Management's Discussion and Analysis of Financial Condition and Results of Operations section of this Report is incorporated herein by reference.
ITEM 4. – CONTROLS AND PROCEDURES
In connection with the preparation of this Quarterly Report on Form 10-Q, 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 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 March 31, 2021, Synovus' disclosure controls and procedures were effective.
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 quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, Synovus' internal control over financial reporting.

55



PART II. – OTHER INFORMATION
ITEM 1. – LEGAL PROCEEDINGS
See "Part I - Item 1. Financial Statements and Supplementary Data - Note 9 - Commitments and Contingencies" of this Report.
ITEM 1A. – RISK FACTORS
In addition to the other information set forth in this Report, you should carefully consider the factors discussed in "Part I - Item IA - Risk Factors” of Synovus' 2020 Form 10-K which could materially affect its business, financial position, results of operations, cash flows, or future results. 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.
There are no material changes during the period covered by this Report to the risk factors previously disclosed in Synovus' 2020 Form 10-K.
ITEM 2. – UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
    (a) None.
    (b) None.
    (c) Issuer Purchases of Equity Securities:
The Company announced on January 26, 2021 that its Board of Directors authorized share repurchases of up to $200 million in 2021. During the first quarter of 2021, the Company did not complete any share repurchases. Synovus had repurchased $23.2 million, or 499 thousand shares of its common stock, at an average price of $46.52 per share, as of May 5, 2021.
ITEM 3. – DEFAULTS UPON SENIOR SECURITIES
    None.
ITEM 4. – MINE SAFETY DISCLOSURES
    None.
ITEM 5. – OTHER INFORMATION
    None.
56



ITEM 6. – EXHIBITS  
Exhibit
Number
Description
3.1 
3.2 
10.1 
10.2 
10.3 
10.4 
10.5 
31.1 
31.2 
32 
101  Interactive Data File
104  Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

57



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 
SYNOVUS FINANCIAL CORP.
May 6, 2021 By: /s/ Andrew J. Gregory, Jr.
Date Andrew J. Gregory, Jr.
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)

58

Exhibit 10.1
SYNOVUS FINANCIAL CORP.
Board of Directors Compensation
(Effective April 21, 2021)
   
Cash Compensation  
   
Annual Board Retainer $ 65,000 
   
Annual Board Committee Member Retainers:  
Audit Committee $ 15,000 
Compensation Committee $ 12,500 
Corporate Governance and Nominating Committee $ 10,000 
Risk Committee $ 15,000 
   
Annual Committee Chair Retainers:**  
Audit Committee $ 20,000 
Compensation Committee $ 17,500 
Corporate Governance and Nominating Committee $ 15,000 
Risk Committee  $ 20,000 
Annual Lead Director Retainer $ 35,000 


 
**   Note: The committee chair will receive both an annual committee member retainer and an annual committee chair retainer.

Equity Compensation  
 
An award of $100,000 in restricted stock units, which becomes fully vested and transferable upon the earlier to occur of the (x) completion of three years of service and (y) date the holder reaches retirement age pursuant to the Company’s Corporate Governance Guidelines.
   
Director Stock Purchase Plan  
   
Annual maximum company cash contribution per director participant to company-sponsored open market stock purchase plan, with company’s contribution equal to 15% of director participant’s cash contribution, subject to annual maximum contribution limit by director of $20,000 $ 3,000 
 

Exhibit 10.2

As approved by Synovus’ shareholders
Effective April 21, 2021

Synovus Financial Corp. 2021 Omnibus Plan

Article 1.    Establishment, Purpose, and Duration         
1.1    Establishment. Synovus Financial Corp. (hereinafter referred to as the “Company”) hereby establishes an incentive compensation plan to be known as Synovus Financial Corp. 2021 Omnibus Plan (hereinafter referred to as the “Plan”), as set forth in this document.
The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards, and Other Stock-Based Awards.
The Plan shall become effective upon its approval by the shareholders of the Company on April 21, 2021 (the “Effective Date”) at the Company’s 2021 Annual Meeting of Shareholders and shall remain in effect as provided in Section 1.3 hereof.
1.2    Purpose of the Plan. The purpose of the Plan is to advance the interests of the Company and its shareholders through Awards that give Employees and Directors a personal stake in the Company’s growth, development and financial success. Awards under the Plan will motivate Employees and Directors to devote their best efforts to the business of the Company. They will also help the Company attract and retain the services of Employees and Directors who are in a position to make significant contributions to the Company’s future success.
1.3    Duration of the Plan. Unless sooner terminated as provided herein, the Plan shall terminate ten (10) years from the Effective Date or, if the shareholders approve an amendment to the Plan that increases the number of Shares subject to the Plan, the tenth (10th) anniversary of the date of such approval. After the Plan’s termination, no new Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions, including the terms and conditions of the Plan. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten (10) years after the earlier of: (a) the date the Plan is adopted by the Board, or (b) the Effective Date.
Article 2.    Definitions                                        
Whenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized:
2.1    “Affiliate” shall mean any corporation or other entity (including, but not limited to, a partnership or a limited liability company) that is affiliated with the Company through stock or equity ownership or otherwise, and is designated as an Affiliate for purposes of this Plan by the Committee.
2.2    “Annual Award Limit” or “Annual Award Limits” have the meaning set forth in Section 4.3.
2.3    “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards, or Other Stock-Based Awards, in each case subject to the terms of this Plan.
2.4    “Award Agreement” means either: (a) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, Internet, or other nonpaper Award Agreements, and the use of electronic, Internet, or other nonpaper means for the acceptance thereof and actions thereunder by a Participant, and the use of electronic, Internet, or other nonpaper means for the acceptance thereof and actions thereunder by a Participant.




2.5    “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such terms in Rule 13d-3 promulgated under the Exchange Act.
2.6    “Board” or “Board of Directors” means the Board of Directors of the Company.
2.7    “Cash-Based Award” means an Award, denominated in cash, granted to a Participant as described in Article 10.
2.8    “Change of Control” means any of the following events: (a) the acquisition by any “person,” as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than the Company or a subsidiary or any Company employee benefit plan (including its trustee)), of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total number of shares of the Company’s then outstanding securities; (b) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (c) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets or stock of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the total number of shares of the Company’s outstanding securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the total number of shares of the then outstanding securities of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the total number of shares of the Company’s outstanding securities, (ii) no Person (excluding any corporation resulting from such Business Combination, or any employee benefit plan (including its trustee) of the Company or such corporation resulting from such Business Combination beneficially owns, directly or indirectly, 20% or more of, respectively, the total number of shares of the then outstanding securities of the corporation resulting from such Business Combination except to the extent that such ownership existed prior to the Business Combination and (iii) at least two-thirds (2/3) of the members of the board of directors of the Corporation resulting from such Business Combination.
A “Change of Control” shall not result from any transaction precipitated by the Company’s insolvency, appointment of a conservator, or determination by a regulatory agency that the Company is insolvent, nor from any transaction initiated by the Company in regard to converting from a publicly traded company to a privately held company.
2.9    “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.
2.10    “Committee” means the Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time and shall serve at the discretion of the Board. If the Committee does not exist or cannot function for any reason, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.




2.11    “Company” means Synovus Financial Corp., a Georgia corporation, and any successor thereto as provided in Article 18 herein.
2.12    “Director” means any individual who is a member of the Board of Directors of the Company.
2.13    “Effective Date” has the meaning set forth in Section 1.1.
2.14    “Employee” means any individual designated as an employee of the Company, its Affiliates, and/or its Subsidiaries on the payroll records thereof. An Employee shall not include any individual during any period he or she is classified or treated by the Company, Affiliate, and/or Subsidiary as an independent contractor, a consultant, or any employee of an employment, consulting, or temporary agency or any other entity other than the Company, Affiliate, and/or Subsidiary, without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified as, a common-law employee of the Company, Affiliate, and/or Subsidiary during such period.
2.15    “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.
2.16    “Fair Market Value” or “FMV” means a price that is based on the closing price of a Share reported on the New York Stock Exchange (“NYSE”) or other established stock exchange (or exchanges) on the applicable date, or an average of trading days, as determined by the Committee in its discretion. Unless the Committee determines otherwise, Fair Market Value shall be deemed to be equal to the reported closing price of a Share on the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate.
2.17    “Full-Value Award” means an Award other than in the form of an ISO, NQSO, or SAR, and which is settled by the issuance of Shares.
2.18    “Grant Price” means the price established at the time of grant of a SAR pursuant to Article 7, used to determine whether there is any payment due upon exercise of the SAR.
2.19    “Incentive Stock Option” or “ISO” means an Option to purchase Shares granted under Article 6 to an Employee and that is designated as an Incentive Stock Option that is intended to meet the requirements of Code Section 422 or any successor provision.
2.20    “Independent Directors” means those members of the Board who qualify at any given time as (a) an “independent” director under the applicable rules of the NYSE and (b) a “non-employee” director under Rule 16b-3 of the Exchange Act.
2.21    “Insider” shall mean an individual who is, on the relevant date, an executive officer or Director of the Company, or a more than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act.
2.22    “Nonemployee Director” means a Director who is not an Employee.
2.23    “Nonemployee Director Award” means any NQSO, SAR, or Full-Value Award granted, whether singly, in combination, or in tandem, to a Participant who is a Nonemployee Director pursuant to such applicable terms, conditions, and limitations as the Board or Committee may establish in accordance with this Plan.
2.24    “Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements.
2.25    “Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6.




2.26    “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.
2.27    “Other Stock-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of this Plan, granted pursuant to Article 10.
2.28    “Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted.
2.29    “Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.
2.30    “Performance Share” means an Award under Article 9 herein and subject to the terms of this Plan, denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.
2.31    “Performance Unit” means an Award under Article 9 herein and subject to the terms of this Plan, denominated in units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.
2.32    “Period of Restriction” means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article 8.
2.33    “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
2.34    “Plan” means the Synovus Financial Corp. 2021 Omnibus Plan.
2.35    “Plan Year” means the calendar year.
2.36    “Prior Plan” means the Synovus Financial Corp. 2013 Omnibus Plan.
2.37    “Restricted Stock” means an Award of Shares granted to a Participant pursuant to Article 8.
2.38    “Restricted Stock Unit” means an Award granted to a Participant pursuant to Article 8, except no Shares are actually awarded to the Participant on the date of grant.
2.39    “Share” means a share of common stock of the Company, par value $1.00 per share.
2.40    “Share Authorization” means the maximum number of Shares available for issuance to Participants under this Plan as set forth in Article 4.
2.41    “Stock Appreciation Right” or “SAR” means an Award, designated as a SAR, pursuant to the terms of Article 7 herein.
2.42    “Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.
Article 3.    Administration                                    
3.1    General. The Plan shall be administered by the Committee, subject to this Article 3 and the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents, and other individuals or entities, any of which may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final and binding on the Participants, the Company, and all other interested individuals.
3.2    Authority of the Committee. The Committee is authorized and empowered to administer the Plan and, subject to the provisions of the Plan, shall have full power to (i) designate Employees




and Directors to be recipients of Awards; (ii) determine the type and size of Awards; (iii) determine the terms and conditions of Awards; (iv) construe and interpret the terms of the Plan and any Award Agreement or other instrument entered into under the Plan; (v) establish, amend, or waive rules and regulations for the Plan’s administration; (vi) subject to the provisions of Section 4.4., authorize conversion or substitution under the Plan of any or all outstanding option or other awards held by service providers of an entity acquired by the Company on terms determined by the Committee (without regard to limitations set forth in Section 6.3 and 7.5); (vii) subject to the provisions of Articles 14 and 16, amend the terms and conditions of any outstanding Award; (viii) grant Awards as an alternative to, or as the form of payment for, grants or rights earned or due under compensation plans or similar arrangements of the Company; (ix) accelerate the vesting of any outstanding Award or waive any condition or restriction with respect to any outstanding Award and (x) make any other determination and take any other action that it deems necessary or desirable for the administration of the Plan.
3.3    Delegation. To the extent permitted by law and applicable rules of a stock exchange, the Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Employees to be recipients of Awards; and (b) determine the type and size of any such Awards; provided, however: (i) the authority to make Awards to any Nonemployee Director or to any Employee who is considered an Insider may not be delegated; (ii) the resolution providing such authorization shall set forth the total number of Shares and Awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated.
Article 4.    Shares Subject to This Plan and Maximum Awards                
4.1    Number of Shares Available for Awards.
    (a)    Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for issuance to Participants under this Plan (the “Share Authorization”) shall be:
        (i)    5,500,000 Shares, plus the number of remaining shares available for grant under the Prior Plan as of the Effective Date (not to exceed 300,000 shares), plus
        (ii)    The number of Shares subject to outstanding awards under the Prior Plan as of the Effective Date, that, after the Effective Date, cease to be outstanding other than by reason of their having been exercised for, or settled in, vested and nonforfeitable Shares.
    (b)    The maximum number of Shares of the Share Authorization that may be issued pursuant to ISOs under this Plan shall be 5,500,000.
    (c)    Subject to adjustment in Section 4.4, no Nonemployee Director may be granted Awards that have a grant date fair value of more than $350,000 (as determined in a accordance with applicable accounting standards) in any Plan Year, except that this limit on Nonemployee Director Awards shall be increased $500,000 for any Nonemployee Director serving as Chairman of the Board.
4.2    Share Usage. Shares covered by an Award shall only be counted as used to the extent they are actually issued. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under this Plan and shall not count against the Share Authorization. However, the full number of Stock Appreciation Rights granted that are to be settled by the issuance of Shares shall be counted against the number of Shares available for award under the Plan, regardless of the number of Shares actually issued upon settlement of such Stock Appreciation Rights. Further, any Shares withheld to satisfy tax withholding obligations on Awards issued under the Plan, Shares tendered to pay the Option Price of Options, and Shares repurchased on the open market with the proceeds of an Option




exercise will no longer be eligible to be returned as available Shares under the Plan. The Shares available for issuance under this Plan may be authorized and unissued Shares or treasury Shares.
4.3    Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in-kind, or other like change in capital structure, number of outstanding Shares or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall substitute or adjust the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, or other value determinations applicable to outstanding Awards, with the specific adjustments to be determined by the Committee in its sole discretion.
The Committee shall make appropriate adjustments to any other terms of any outstanding Awards under this Plan to reflect such changes or distributions, including modifications of performance goals and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.
Subject to the provisions of Article 16 and notwithstanding anything else herein to the contrary, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate (including, but not limited to, a conversion of equity awards into Awards under this Plan in a manner consistent with Accounting Standards Codification (ASC) 718 Section 55).
Any actions taken under this Section 4.4 shall be subject to compliance with the rules under Code Sections 409A, 422 and 424, as and where applicable.
4.4    Minimum Vesting Requirements. Except with respect to a maximum of five percent (5%) of the Share Authorization, any stock-based Awards which vest on the basis of a Participant’s continued employment with or provision of service to the Company shall have a minimum vesting requirement of one (1) year and any stock-based Awards which vest upon the attainment of performance goals shall provide for a Performance Period of at least one (1) year.
Article 5.    Eligibility and Participation                                
5.1    Eligibility. Individuals eligible to participate in this Plan include all Employees and Directors and any non-employee advisory directors of the Company or a Subsidiary.
5.2    Actual Participation. Subject to the provisions of this Plan, the Committee may, from time to time in its sole discretion, select from the individuals eligible to participate, those to whom Awards shall be granted.
Article 6.    Stock Options                                    
6.1    Grant of Options. Subject to the terms and provisions of this Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion, provided that ISOs may be granted only to eligible Employees of the Company or of any parent or subsidiary corporation (as permitted under Code Sections 422 and 424). However, an Employee who is employed by an Affiliate and/or Subsidiary and is subject to Code Section 409A may only be granted Options to the extent the




Affiliate and/or Subsidiary is part of the Company’s consolidated group for United States federal tax purposes.
6.2    Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of this Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO.
6.3    Option Price. The Option Price for each grant of an Option under this Plan shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement; provided, however, the Option Price must be at least equal to one hundred percent (100%) of the FMV of the Shares as determined on the date of grant.
6.4    Term of Options. Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant.
6.5    Exercise of Options. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.
Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares, or by complying with any alternative exercise procedures the Committee may authorize.
6.6    Payment. A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option Price of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price; (c) by a cashless (broker-assisted) exercise; (d) by having the Company withhold Shares having a Fair Market Value on the date of exercise equal to the Option Price; (e) by a combination of (a), (b), (c) and/or (d); or (f) any other method approved or accepted by the Committee in its sole discretion.
Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment (including satisfaction of any applicable tax withholding), the Company shall deliver to the Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option(s).
Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars.
6.7    Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, or under any blue sky or state securities laws applicable to such Shares.
6.8    Termination of Employment/Service. Each Participant’s Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need




not be uniform among all Options issued pursuant to this Article 6, and may reflect distinctions based on the reasons for termination.
6.9    No Deferral Feature. No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.
6.10    No Dividend Equivalents. No Option shall provide for dividend equivalents.
Article 7.    Stock Appreciation Rights                                
7.1    Grant of SARs. Subject to the terms and conditions of this Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. However, an Employee who is employed by an Affiliate and/or Subsidiary and is subject to Code Section 409A may only be granted SARs to the extent the Affiliate and/or Subsidiary is part of the Company’s consolidated group for United States federal tax purposes.
Subject to the terms and conditions of this Plan, the Committee shall have complete discretion in determining the number of SARs granted to each Participant and, consistent with the provisions of this Plan, in determining the terms and conditions pertaining to such SARs.
The Grant Price for each grant of a SAR shall be determined by the Committee and shall be specified in the Award Agreement; provided, however, the Grant Price must be at least equal to one hundred percent (100%) of the FMV of the Shares as determined on the date of grant.
7.2    SAR Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the SAR, and such other provisions as the Committee shall determine.
7.3    Term of SAR. The term of a SAR granted under this Plan shall be determined by the Committee, in its sole discretion, and specified in the SAR Award Agreement, provided that no SAR shall be exercisable later than the tenth (10th) anniversary date of its grant.
7.4    Exercise of SARs. SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes.
7.5    Settlement of SAR Amount. Upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:
(a)    The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by
(b)    The number of Shares with respect to which the SAR is exercised.
At the discretion of the Committee, the payment upon SAR exercise may be in cash, Shares, or any combination thereof, or in any other manner approved by the Committee in its sole discretion. The Committee’s determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR.
7.6    Termination of Employment/Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with Participants, need not be uniform among all SARs issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
7.7    Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares received upon exercise of a SAR granted pursuant to this Plan as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the Participant hold the Shares received upon exercise of a SAR for a specified period of time.




7.8    No Deferral Feature. No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR.
7.9    No Dividend Equivalents. No SAR shall provide for dividend equivalents.
Article 8.    Restricted Stock and Restricted Stock Units                    
8.1    Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine.
8.2    Restricted Stock or Restricted Stock Unit Agreement. Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine.
8.3    Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or Restricted Stock Units.
To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse.
Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations), and Restricted Stock Units shall be paid in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion, shall determine.
8.4    Certificate Legend. In addition to any legends placed on certificates pursuant to Section 8.3, each certificate representing Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the following or as otherwise determined by the Committee in its sole discretion:
“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Synovus Financial Corp. 2021 Omnibus Plan and a Restricted Stock Award Agreement entered into between the registered owner and Synovus Financial Corp. Copies of such Plan and Agreement are on file in the offices of Synovus Financial Corp., 1111 Bay Avenue, Suite 500, Columbus, Georgia, 31901.”
8.5    Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.
8.6    Termination of Employment/Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Restricted Stock and/or Restricted Stock Units following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock or




Restricted Stock Units issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
8.7    Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Code Section 83(b). If a Participant makes an election pursuant to Code Section 83(b) concerning a Restricted Stock Award, the Participant shall be required to file promptly a copy of such election with the Company.
Article 9.    Performance Units/Performance Shares                        
9.1    Grant of Performance Units/Performance Shares. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms as the Committee shall determine.
9.2    Value of Performance Units/Performance Shares. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance Units/Performance Shares that will be paid out to the Participant.
9.3    Earning of Performance Units/Performance Shares. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout on the value and number of Performance Units/Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.
9.4    Form and Timing of Payment of Performance Units/Performance Shares. Payment of earned Performance Units/Performance Shares shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Units/Performance Shares at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.
9.5    Termination of Employment/Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Units and/or Performance Shares following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Awards of Performance Units or Performance Shares issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
Article 10.    Cash-Based Awards and Other Stock-Based Awards                
10.1    Grant of Cash-Based Awards. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms as the Committee may determine.
10.2    Other Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions as the




Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares, and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.
10.3    Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its discretion. If the Committee exercises its discretion to establish performance goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met.
10.4    Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to a Cash-Based Award or any Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash or Shares as the Committee determines.
10.5    Termination of Employment/Service. The Committee shall determine the extent to which the Participant shall have the right to receive Cash-Based Awards or Other Stock-Based Awards following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Awards of Cash-Based Awards or Other Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.
Article 11.    Transferability of Awards                                
11.1    Transferability. Except as provided in Section 11.2 below, (i) during a Participant’s lifetime, his or her Awards shall be exercisable only by the Participant, and (ii) Awards shall not be transferable other than by will or the laws of descent and distribution; no Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind; and any purported transfer in violation hereof shall be null and void. The Committee may establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable or Shares deliverable in the event of, or following, the Participant’s death may be provided.
11.2    Committee Action. The Committee may, in its discretion, determine that notwithstanding Section 11.1, any or all Awards (other than ISOs) shall be transferable to and exercisable by such transferees, and subject to such terms and conditions, as the Committee may deem appropriate; provided, however, no Award may be transferred for value (as defined in the General Instructions to Form S-8).
Article 12.    Nonemployee Director Awards                            
Grants of Awards to Nonemployee Directors hereunder shall (i) be subject to the applicable award limits set forth in Section 4.3 hereof, and (ii) be made only in accordance with the terms, conditions and parameters of a plan, program or policy for the compensation of Nonemployee Directors as in effect from time to time that is approved and administered by a committee of the Board consisting solely of Independent Directors. The Committee may not make other discretionary grants hereunder to Nonemployee Directors.
Article 13.    Dividends and Dividend Equivalents                        
Any Participant selected by the Committee may be granted dividends or dividend equivalents based on the dividends declared on Shares that are subject to any Full-Value Award, to be credited as of dividend payment dates, during the period between the date the Award is granted and the date the Award is exercised, vests, or expires, as determined by the Committee. The dividends or dividend equivalents may




be subject to any limitations and/or restrictions determined by the Committee, and shall in all cases be paid in a manner that complies with the restrictions under Code Section 409A. Such dividend equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Committee.
The Committee may provide that dividends or dividend equivalents (i) will be deemed to have been reinvested in additional Shares or otherwise reinvested, or (ii) except in the case of Performance Shares or Performance Units, will be paid or distributed to the Participant as accrued (in which case, such dividends or dividend equivalents must be paid or distributed no later than the 15th day of the 3rd month following the later of (A) the calendar year in which the corresponding dividends were paid to shareholders, or (B) the first calendar year in which the Participant’s right to such dividends or dividend equivalents is no longer subject to a substantial risk of forfeiture). Dividends or dividend equivalents accruing on unvested Full-Value Awards shall, as provided in the Award Agreement, either (i) be reinvested in the form of additional Shares, which shall be subject to the same vesting provisions as provided for the host Award, or (ii) be credited by the Company to an account for the Participant and accumulated without interest until the date upon which the host Award becomes vested, and any dividends or dividend equivalents accrued with respect to forfeited Awards will be reconveyed to the Company without further consideration or any act or action by the Participant. In no event shall dividends or dividend equivalents with respect to Performance Shares or Performance Units be paid or distributed until the performance-based vesting provisions of the Performance Shares or Performance Units lapse.     
Article 14.    Change of Control                                    
Notwithstanding any other provision of the Plan to the contrary, unless the Committee specifies otherwise in an Award Agreement, in the event of a Change of Control in which the surviving entity does not assume or otherwise equitably convert or substitute Awards in a manner approved by the Committee or the Board: (i) any Options and Stock Appreciation Rights which are outstanding immediately prior to the effective date such Change of Control, and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant; (ii) the restrictions and deferral limitations applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and limitations and become fully vested and transferable to the full extent of the original grant; and (iii) the restrictions and deferral limitations and other conditions applicable to any other Awards under the Plan shall lapse, and such other Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant. Performance Shares or Performance Units that were outstanding immediately prior to effective time of the Change of Control shall be determined and deemed to have been earned as of the date of the Change of Control based upon (A) an assumed achievement of all relevant performance goals at the “target” level if the Change of Control occurs during the first half of the applicable performance period, or (B) the actual level of achievement of all relevant performance goals against target (measured as of the end of the calendar quarter immediately preceding the date of the Change of Control), if the Change of Control occurs during the second half of the applicable performance period, and, in either such case, there shall be a prorata payout to such Participant within sixty (60) days following the Change of Control (unless a later date is required by Section 19.14 hereof), based upon the length of time within the performance period that has elapsed prior to the date of the Change of Control.
Notwithstanding the foregoing provisions of this Article 14, with respect to Awards granted under this Plan which are assumed by the surviving entity in a Change of Control transaction, or are equitably converted or substituted in connection with a Change of Control, in either case in a manner approved by the Committee or the Board, the vesting of such Awards shall not be accelerated unless the Participant’s employment is terminated within two years following the effective date of such Change of Control either (i) by the surviving entity without cause or (ii) by the Participant for good reason. With regard to each Award, a Participant shall not be considered to have been terminated without Cause or to have resigned for Good Reason unless either (i) the Award Agreement includes such provision or (ii) the Participant is party to an employment, severance or similar agreement with the Company or an Affiliate that includes provisions regarding termination without cause or in which the Participant is permitted to resign for good reason.




Article 15.    Rights of Participants                                
15.1    Employment/Service. Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its Affiliates, and/or its Subsidiaries to terminate any Participant’s employment or service on the Board or to the Company at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his employment or service as a Director for any specified period of time.
Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company, its Affiliates, and/or its Subsidiaries and, accordingly, subject to Articles 3 and 17, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company, its Affiliates, and/or its Subsidiaries.
15.2    Participation. No individual shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected to receive a future Award.
15.3    Rights as a Shareholder. Except as otherwise provided herein or in any Award Agreement, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.
Article 16.    Amendment, Modification, Suspension, and Termination            
16.1    Amendment, Modification, Suspension, and Termination. Subject to Section 16.3, the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate this Plan and any Award Agreement in whole or in part; provided, however, that without the prior approval of the Company’s shareholders and except as provided in Section 4.4, (i) the Option Price or Grant Price of an Option or SAR, respectively, may not be reduced, directly or indirectly, (ii) an Option or SAR may not be cancelled in exchange for cash, other Awards, or Options or SARs with an Option Price or Grant Price, respectively, that is less than the Option Price or Grant Price of the original Option or SAR, respectively, or otherwise, and (iii) the Company may not repurchase an Option or SAR for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Option or SAR is lower than the Option Price per share of the Option or Grant Price of the SAR. In addition, no material amendment of this Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule.
16.2    Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee shall make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events, other than those described in Section 4.4 hereof, affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The Committee shall determine any adjustment after taking into account, to the extent applicable, the provisions of the Code applicable to Incentive Stock Options and the provisions of Section 409A of the Code. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.
16.3    Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary (other than Section 16.4), no termination, amendment, suspension, or modification of this Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under this Plan, without the written consent of the Participant holding such Award.
16.4    Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Board of Directors may amend the Plan or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or an Award Agreement to any present or future law relating to plans of this or similar nature




(including, but not limited to, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder.
Article 17.    Withholding                                        
17.1    Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.
17.2    Share Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted hereunder, the withholding requirement may be satisfied, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the amount required to be withheld in accordance with applicable tax requirements (up to the maximum individual statutory rate in the applicable jurisdiction as may be permitted under then-current accounting principles to qualify for equity classification). All such elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
Article 18.    Successors                                        
All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
Article 19.    General Provisions                                    
19.1    Forfeiture Events.
    (a)    Awards under the Plan shall be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to the Participant. In addition, the Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for cause, termination of the Participant’s provision of services to the Company, Affiliate, and/or Subsidiary, violation of material Company, Affiliate, and/or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company, its Affiliates, and/or its Subsidiaries.
    (b)    Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement) and the Committee, in its sole and exclusive discretion, may require that any Participant reimburse the Company all or part of the amount of any payment in settlement of any Award granted hereunder.
19.2    Legend. The certificates for Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer of such Shares.




19.3    Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.
19.4    Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
19.5    Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies, the NYSE or other national securities exchanges as may be required.
19.6    Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to:
    (a)    Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
    (b)    Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.
19.7    Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
19.8    Investment Representations. The Committee may require any individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.
19.9    Employees Based Outside of the United States. Notwithstanding any provision of this Plan to the contrary, in order to comply with the laws in other countries in which the Company, its Affiliates, and/or its Subsidiaries operate or have Employees or Directors, the Committee, in its sole discretion, shall have the power and authority to:
    (a)    Determine which Affiliates and Subsidiaries shall be covered by this Plan.
    (b)    Determine which Employees or Directors outside the United States are eligible to participate in this Plan.
    (c)    Modify the terms and conditions of any Award granted to Employees or Directors outside the United States to comply with applicable foreign laws.
    (d)    Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 19.9 by the Committee shall be attached to this Plan document as appendices.
    (e)    Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.
Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted that would violate applicable law.
19.10    Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.




19.11    Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to any investments that the Company and/or its Subsidiaries and/or its Affiliates may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual acquires a right to receive payments from the Company, its Subsidiaries, and/or its Affiliates under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company, a Subsidiary, or an Affiliate, as the case may be. All payments to be made hereunder shall be paid from the general funds of the Company, a Subsidiary, or an Affiliate, as the case may be, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in this Plan.
19.12    No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.
19.13    Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Subsidiary’s or Affiliate’s retirement plans (both qualified and nonqualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.
19.14    Code Section 409A.
    (a)    It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Agreements shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.
    (b)    Notwithstanding anything in the Plan or in any Award Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) of such Non-Exempt Deferred Compensation would be effected, under the Plan or any Award Agreement by reason of the occurrence of a Change of Control, or the Participant’s disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change of Control, disability or separation from service meet any description or definition of “change in control event,” “disability” or “separation from service,” as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Award upon a Change of Control, disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, or the application of a different form of payment of any amount or benefit, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event.
    (c)    Notwithstanding anything in the Plan or in any Award Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise




be payable or distributable under this Plan or any Award Agreement by reason of a participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes); (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder; provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.
    (d)    Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within sixty (60) days after the date of termination of the Participant’s employment; failing which such payment or benefit shall be forfeited. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such 60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to subsection (c) above, (i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non-revocation of the release occur during the first such calendar year included within such 60-day period.
    (e)    The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to Participants of deferred amounts, provided that such distribution(s) meets the requirements of Treas. Reg. Section 1.409A-3(j)(4).
19.15    Nonexclusivity of This Plan. The adoption of this Plan shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant.
19.16    No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or a Subsidiary’s or an Affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (b) limit the right or power of the Company or a Subsidiary or an Affiliate to take any action which such entity deems to be necessary or appropriate.
19.17    Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of Georgia, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Georgia to resolve any and all issues that may arise out of or relate to this Plan or any related Award Agreement.




19.18    Indemnification. Subject to requirements of Georgia law, each individual who is or shall have been a member of the Board, or a committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by the Participant in connection with or resulting from any claim, action, suit, or proceeding to which the Participant may be a party or in which the Participant may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by the Participant in settlement thereof, with the Company’s approval, or paid by the Participant in satisfaction of any judgment in any such action, suit, or proceeding against the Participant, provided the Participant shall give the Company an opportunity, at its own expense, to handle and defend the same before the Participant undertakes to handle and defend it on the Participant’s own behalf, unless such loss, cost, liability, or expense is a result of the Participant’s own willful misconduct or except as expressly provided by statute.
The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
19.19    Right of Offset. The Company and its Affiliates shall have the right to offset against the obligations to make payment or issue any Shares to any Participant under the Plan any outstanding amounts (including travel and entertainment advance balances, loans, tax withholding amounts paid by the employer or amounts repayable to the Company or Affiliate pursuant to tax equalization, housing, automobile, or other employee programs) such Participant then owes to the company or Affiliate and any amounts the Committee otherwise deems appropriate pursuant to any Company or Affiliate policy or agreement.

Exhibit 10.3
As approved by Synovus’ shareholders on April 21, 2021
SYNOVUS FINANCIAL CORP.
2021 DIRECTOR STOCK PURCHASE PLAN
(EFFECTIVE AS OF JUNE 1, 2021)

The name of this plan is the Synovus Financial Corp. 2021 Director Stock Purchase Plan (the “Plan”). The purpose of the Plan is to enable Synovus Financial Corp. (“Synovus”) to promote interest in its success, growth and development by providing the directors and market advisory directors of Synovus and Synovus Bank with a convenient means of purchasing shares of Synovus Common Stock in the open market, by means of voluntary contributions and matching contributions from Synovus and Synovus Bank.
ARTICLE 1
DEFINITIONS
A.     Advisory Director: Any person who is not an employee of Synovus or Synovus Bank and serves as a market advisory director (as defined in the Synovus Bank bylaws) of Synovus Bank. Persons who serve in multiple capacities as market advisory directors of one or more of such market advisory boards of Synovus Bank shall be allowed to participate in the Plan in only one such capacity, and, if such multiple capacities involve service as a Synovus Director and as director of any market advisory board, such single participation shall be limited to participation at the Synovus Director level.
B.    Agent of the Plan, or Agent: American Stock Transfer and Trust Company, LLC, or any duly appointed successor Agent.
C.    Automatic Transfer Contribution Form: The form which a Participant must forward to the Agent through Synovus in order to participate in the Plan. This form shall contain a description, including the account number, of the demand deposit account maintained by the Participant from which the Participant desires his or her Participant contribution to the Agent of the Plan to be made by automatic transfer.
D.    Contribution Date: For Participants, the Contribution Date shall be on the date in each calendar quarter on which Participant contributions to the Plan shall be made. Synovus shall have the sole discretion to determine the Contribution Date and shall provide reasonable notification of such Contribution Date to the Participants.
E.    Director: Any Advisory Director or Synovus Director.
F.    Effective Date of the Plan: June 1, 2021.
G.    Matching Contribution: Amount paid by Synovus for the benefit of any eligible Participant, in an amount of up to fifty percent (50%) of such eligible Participant’s contribution. The Matching Contribution in effect at any time shall be established by resolution of the Board of Directors of Synovus. Participants shall be




provided with written notice of any decrease in the Matching Contribution percentage prior to the effective date of such decrease.
H.    Offering Period: Any business day of each calendar month, during which Directors may elect to begin participation in the Plan.
I.    Participant: Any Director who shall have become a Participant in the Plan by submitting to the Agent through Synovus an Automatic Transfer Contribution Form and whose participation in the Plan shall not have been terminated.
J.    Plan Account: The separate account that is required to be established and maintained with respect to each Participant for the purpose of recording the Participant’s cash contributions, Matching Contributions and Synovus Common Stock purchased for and allocated to the Participant under the Plan.
K.    Plan Year: The period commencing on January 1st of each year and ending on December 31st of each year.
L.    Synovus: Synovus Financial Corp., a Georgia corporation.
M.    Synovus Bank: Synovus Bank, a Georgia state-chartered bank and wholly-owned subsidiary of Synovus.
N.    Synovus Common Stock: The shares of common stock, par value $1.00 per share, of Synovus, and any shares that may be issued and exchanged for or upon a change of such shares whether in subdivision or in combination thereof and whether as a part of a classification or reclassification thereof, or otherwise.
O.    Synovus Director: Any person who serves as a member of the Board of Directors of Synovus or Synovus Bank.
ARTICLE 2
PARTICIPATION
Any Director may become a Participant in the Plan during an Offering Period by submitting an Automatic Transfer Contribution Form to the Agent through Synovus.
ARTICLE 3
CONTRIBUTIONS BY DIRECTORS AND SYNOVUS
Participant contributions by Directors shall be made on a quarterly basis on Contribution Dates. Such contributions shall be automatically deducted from each Participant’s demand deposit account as designated by the Participant on the Automatic Transfer Contribution Form as follows:
(a)    Advisory Directors shall contribute at one of the three levels of participation shown below, with the exact participation level to be determined at the





discretion of the Advisory Director as designated on the Automatic Transfer Contribution Form:

Advisory Director AdvisoryDirector
Participation Level Contribution Amount
A $ 1,000.00
B $ 666.66
C $ 333.33

(b)    Synovus Directors shall contribute in an amount of $5,000.00 per quarter or less, with the exact amount to be determined at the discretion of the Synovus Director as designated on the Automatic Transfer Contribution Form.

Synovus shall make Matching Contributions to the Plan on the Contribution Dates for each of the Directors who are Participants in the Plan.
A Participant may change the participation level of his or her automatic transfer contribution by submitting a new Automatic Transfer Contribution Form to the Agent through Synovus at least thirty (30) days prior to a Contribution Date. Plan participation may be terminated pursuant to Article 13 hereof.
As Matching Contributions to the Plan must be treated by the Participants for whom such contributions are made as compensation for serving as Directors, such amounts will be reflected on the Forms 1099 furnished to Directors annually.
ARTICLE 4
ADMINISTRATION OF PLAN
The Plan shall be administered by Synovus. Synovus may, from time to time, adopt rules and regulations not inconsistent with the Plan for carrying out the Plan or for providing for any and all matters not specifically covered herein.
The functions and duties of Synovus as Administrator of the Plan, in general, are as follows:
(a)    To establish rules for the administration and make interpretations of the Plan, which rules and interpretations will apply to all Participants similarly situated.
(b)    To make provision for payment of contributions to the Agent.
(c)    To maintain, with the assistance of the Agent, records, including, but not limited to, those with respect to the Matching Contribution percentage in effect from time to time, Participant contributions and Matching Contributions and dividends paid to the Agent.





(d)    To file with the appropriate governmental agencies any and all reports and notifications required of the Plan and to provide all Participants with any and all reports and notifications to which they are by law entitled.
(e)    To engage a certified public accountant to perform an annual audit of the Plan.
(f)    To give prompt notification to the Agent of the effectiveness, the initiation of proceedings that could result in the termination of effectiveness and the termination of effectiveness of registration, exemption or qualification of the Plan and/or the Synovus Common Stock offered thereunder under federal and applicable state securities laws.
(g)    To receive from and, upon its approval thereof, to promptly forward to the Agent any written requests of Participants for the transfer of shares out of the Plan for all or part of the full number of shares of Synovus Common Stock in such Participants’ Plan Accounts.
(h)    To give prompt notification to the Agent of the termination of the participation of any Participant in the Plan for any reason whatsoever.
(i)    To perform any and all other functions reasonably necessary to administer the Plan.
Synovus shall indemnify each employee of Synovus and Synovus Bank involved in the administration of the Plan against all costs, expenses and liabilities, including attorneys’ fees, incurred in connection with any action, suit or proceeding instituted against such employee alleging any act or omission or commission performed by such employee while acting in good faith in discharging his or her duties with respect to the Plan. This indemnification is limited to the extent such costs and expenses are not covered under insurance as may be now or hereafter provided by Synovus.
ARTICLE 5
AGENT OF THE PLAN
The Agent shall receive all contributions made by Synovus and Participants in cash only. All contributions so received (hereinafter referred to as the “Fund”), shall be held, managed, and administered pursuant to the terms of the Plan. No part of the Fund shall be used for or diverted to purposes other than for the exclusive benefit of the Participants and former Participants in the Plan.
Any Agent may be removed by Synovus at any time with or without cause. Any Agent may resign at any time upon 120 days notice in writing to Synovus. Upon removal or resignation of such Agent, Synovus shall appoint a successor Agent who shall have the same powers and duties as those conferred upon the original Agent hereunder. Upon acceptance of such appointment by the successor Agent, the





predecessor Agent shall assign, transfer, and pay over to such successor Agent the funds and properties then constituting the Fund and any and all records it might have with regard to the Fund and the administration of the Fund.
The Agent shall have the following powers and authority in the administration and investment of the Fund:
(a)    To purchase for the benefit of the Participants in the Plan shares of Synovus Common Stock in its name as Agent, and to retain the same and to cause the shares of Synovus Common Stock held as part of the Fund to be allocated, reallocated and disposed of pursuant to the terms of the Plan.
(b)    To cause any Synovus Common Stock held as part of the Fund to be registered in the Agent’s own name or in the name of one or more nominees, but the books and records of the Agent shall at all times show that all such investments are part of the Fund.
(c)    To keep such portions of the Fund in cash or cash balances as the Agent, from time to time, may in its sole discretion deem to be in the best interests of the Participants in the Plan without liability for interest thereon.
(d)    To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments as may be necessary or appropriate to carry out the powers herein granted.
(e)    To employ subagents to engage in the actual open market purchase of Synovus Common Stock for the benefit of the Participants in the Plan.
(f)    To do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Agent may deem necessary or desirable to administer the Fund, and to carry out and satisfy the purposes and intent of the Plan.
The Agent shall keep accurate and detailed accounts of all receipts, disbursements, and other transactions hereunder, including, but not limited to, Participant and Matching Contributions received, dividends and other distributions received, and Synovus Common Stock purchased and sold, allocated and held for, and Synovus Common Stock distributed to, Participants hereunder. All accounts, books, and records relating to such transactions shall be open to inspection and audit at all reasonable times by any person designated by Synovus.
On or before the fifteenth day following the close of each month or upon such other reporting schedules and for such other reporting periods as Synovus and the Agent shall agree, the Agent shall file with Synovus a written report setting forth all receipts, disbursements, and other transactions effected during such preceding month or reporting period, and setting forth the current status of the Fund.





ARTICLE 6
STOCK PURCHASES
The Agent shall purchase shares of Synovus Common Stock in the open market for the benefit of the Participants in the Plan on a quarterly basis.
In the event that the Agent retains the services of subagents to make such purchases of shares of Synovus Common Stock, such subagents shall not be controlled by, controlling or under common control with Synovus or its affiliates. Neither Synovus nor any of its affiliates shall have, nor exercise, directly or indirectly, any control or influence over the times when, or the prices at which, Synovus Common Stock may be purchased by the Agent or its subagents, the amounts of Synovus Common Stock to be so purchased or the manner in which such Synovus Common Stock is to be purchased. The Agent may retain the services of said subagents only upon the execution of subagency agreements by and between the Agent and subagents which sets forth terms and conditions not materially different from those contained herein with regard to the purchase and sale of Synovus Common Stock.
Neither the Agent, Synovus, nor any subagent retained by the Agent, shall have any responsibility as to the value of Synovus Common Stock acquired under the Plan. The duties of the Agent and any subagent to cause the purchase of Synovus Common Stock under the Plan shall be subject to any and all legal restrictions or limitations imposed at the time by governmental authority, including, but not limited to, the Securities and Exchange Commission, and shall be subject to any other restrictions, limitations or considerations deemed valid by such Agent or any subagent. Accordingly, neither the Agent, Synovus, nor any subagent shall be liable in any way if, as a result of such restrictions, limitations or considerations, the whole amount of funds available under the Plan for the purchase of Synovus Common Stock is not applied to the purchase of such shares at the time herein otherwise provided or contemplated.
ARTICLE 7
ALLOCATION OF STOCK
As promptly as practical after each purchase by the Agent (or any subagent) of Synovus Common Stock for the benefit of the Participants in the Plan, the Agent shall determine the average cost per share of all shares so purchased. The Agent shall then proportionally allocate such shares to the Plan Accounts of the Participants, charging each such Participant with the average cost, including transactional costs, of the shares so allocated. Full shares and fractional share interests in one share (to three decimal places) shall be allocated.
ARTICLE 8
ISSUANCE OF SHARES OUT OF THE PLAN
    A Participant may request that the Agent issue shares out of the Plan for all or a part of the full number of shares of Synovus Common Stock in a Participant’s Plan





Account for which the six month holding period pursuant to Article 16 has been satisfied or for which the six month holding period does not apply. As promptly as practicable after the later of such Participant’s request and satisfaction of the six-month holding period, if applicable, the Agent will issue such shares out of the Plan and transfer the shares electronically to the Participant’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan account or to a another account specified by the Participant or, if the Participant requests a stock certificate, the Agent will issue the full number of shares out of the Plan and a check representing the value of the fractional share interest and send by U.S. mail a Synovus Common Stock certificate and the check for fractional share interest to the Participant at the Participant’s address of record.
    A Participant may request that the Agent issue shares out of the Plan in the name of another person and the Agent will issue the shares to such other person in accordance with Participant’s instructions; provided, however, that if such instructions are not sufficiently specific for the Agent to be able to comply with such instructions, the Agent shall return such request to the Participant without issuing shares out of such Participant’s account in the Plan.
    Notwithstanding anything herein to the contrary, the Agent will carry out a Participant’s instructions to issue shares out of the Plan only if the Participant clearly indicates the number of shares to be issued out of the Plan or specifies that all shares held in such Participant’s Plan Account are to be issued out of the Plan; otherwise, the Agent shall return such request to the Participant without issuing shares out of such Participant’s account in the Plan.
ARTICLE 9
SALE OF SHARES
    A Participant may request that the Agent sell all or a part of the full number of shares of Synovus Common Stock in a Participant’s Stock Share Account. To facilitate a sale, the Participant must forward a sell request to Synovus Shareholder Services via e-mail, phone or U.S. mail. Synovus Shareholder Services shall forward such request to the Agent. As promptly as practicable after the later of such Participant’s request and satisfaction of the six-month holding period, if applicable, the Agent will sell all or the specified number of shares, deduct brokerage commissions and a transaction charge, and mail a check for the net proceeds to the Participant at the Participant’s address of record. The Participant request must clearly indicate the number of shares to be sold, or specify that all shares held in such Participant’s Plan Account are to be sold; otherwise, Synovus Shareholder Services shall return such request to the Participant without selling any shares in such Participant’s account. No Participant shall have the authority or power to direct the date or sales price at which shares may be sold.





ARTICLE 10
DIVIDENDS AND DISTRIBUTIONS
Stock dividends and stock splits received by the Agent will be allocated by such Agent to each Participant’s Plan Account to the extent that such stock is attributable to the allocated Synovus Common Stock in such Participant’s Plan Account. All cash dividends received by the Agent shall be used to acquire additional shares of Synovus Common Stock pursuant to the provisions of the Plan, and such shares so acquired will be allocated proportionately to the Plan Accounts of Participants. Shares acquired through such dividend reinvestment shall not be subject to the six-month holding period of Article 16.
ARTICLE 11
VOTING RIGHTS
Each Participant in the Plan shall have the rights and powers of ordinary shareholders with respect to the shares of Synovus Common Stock in such Participant’s Plan Account, including, but not limited to, the right to vote such shares. Synovus shall deliver or cause to be delivered to Participants at the time and in the manner such materials are sent to Synovus shareholders generally all reports, proxy solicitation materials and all other disclosure type communications distributed to Synovus shareholders generally.
ARTICLE 12
REPORTS TO PARTICIPANTS
As soon as practical following the end of each Plan Year, or more often and as often as Synovus may elect, Synovus and/or the Agent shall send to each Participant a written report of all transactions for such Participant’s benefit under the Plan for such Plan year.
ARTICLE 13
TERMINATION OF PARTICIPATION IN THE PLAN
A Participant may terminate his or her participation in the Plan by contacting Synovus at least thirty (30) days prior to a Contribution Date. The Participant’s request to terminate participation in the Plan will be communicated to the Agent by Synovus in accordance with Synovus’ administrative procedures for the Plan. Such termination will be effective as promptly as practicable.
As promptly as practicable after receipt of a Participant’s termination notice, the Agent will purchase shares of Synovus Common Stock with the cash remaining in the Participant’s Plan Account as of the next quarterly purchase date. As promptly as practicable thereafter, in accordance with and after receipt by the Agent of such Participant’s request, the Agent will issue such shares out of the Plan (provided that, other than in the case of a termination by reason of death, the shares have been held at





least six months pursuant to Article 16, if applicable) and transfer the shares electronically to the Participant’s account established under the Synovus Financial Corp. Dividend Reinvestment and Direct Stock Purchase Plan account or to an electronic common stock account established for the Participant; or, if the Participant requests a stock certificate, the Agent will issue the full number of shares out of the Plan and a check representing the value of the fractional share interest and send by U.S. mail a Synovus Common Stock certificate and the check for fractional share interest to the Participant at the Participant’s address of record. The Participant may also request to have some or all of the shares of Synovus Common Stock in such Participant’s Plan Account sold in which case the Agent will sell the number of shares specified by the Participant and issue a check made payable to the Participant for the net cash proceeds from the sale of such shares, after deduction of brokerage commissions and a transaction charge.
If no delivery instructions are provided by the former Participant, the shares will be transferred to the Participant’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account, or, if the Participant does not have a Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account, then the Agent will transfer the shares to an electronic common stock account for the Participant.
    A Participant may request that the Agent issue shares out of the Plan in the name of another person and the Agent will issue the shares to such other person in accordance with Participant’s instructions; provided, however, that if such instructions are not sufficiently specific for the Agent to be able to comply with such instructions, the Agent shall return such request to the Participant without issuing shares out of such Participant’s account in the Plan.
    Notwithstanding anything herein to the contrary, the Agent will carry out a Participant’s instructions to issue shares out of the Plan only if the Participant clearly indicates the number of shares to be issued out of the Plan or specifies that all shares held in such Participant’s Plan Account are to be issued out of the Plan; otherwise, the Agent shall return such request to the Participant without issuing shares out of such Participant’s account in the Plan.
Assignments or pledges of any interests under the Plan are not allowed.
ARTICLE 14
TERMINATION OF STATUS AS A DIRECTOR
Participation in the Plan shall automatically terminate without notice upon termination of the Participant’s status as a Director whether by death, retirement, or otherwise. Upon termination of participation in the Plan, the Agent will purchase shares of Synovus Common Stock with the cash remaining in the Participant’s Plan Account as of the next quarterly purchase date. As promptly as practicable thereafter in accordance with the Participant’s instructions, (or, in the case of death, the duly appointed legal representative’s instructions), the Agent will issue the number of shares





of Synovus Common Stock allocated to the Participant’s Plan Account (regardless of whether the shares have been held for the six-month holding period) and not previously distributed out of the Plan: (1) by transferring the shares to the Participant’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account or other account designated by the Participant in writing; or (2) by issuing the full number of shares in book-entry form to the Participant or to another person as designated by the Participant in writing. In the alternative, upon the Participant’s instructions, the Agent will sell the shares (regardless of whether the shares have been held for the six-month holding period) and will issue a check made payable to the Participant for the net cash proceeds from the sale of such shares, after deduction of brokerage commissions and a transaction charge. If no such instructions are provided by the former Participant, or in the case of death by the duly appointed legal representative, the shares will be transferred to the Participant’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account, or, if the Participant does not have a Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account, then the Agent will transfer the shares to an electronic common stock account for the Participant.
ARTICLE 15
EXPENSES
Synovus shall bear the cost of administering the Plan, including any transfer taxes incurred in transferring the Synovus Common Stock from the Plan to the Participants. Any broker’s fees, commissions, postage or other transaction costs actually incurred will be included in the cost of the Synovus Common Stock to Participants. However, if a Participant requests overnight delivery or other special delivery or handling services in connection with the Synovus Common Stock held in the Participant’s Plan Account, the cost of such delivery or services will be charged to the Participant by the Agent.
ARTICLE 16
LIMITATION ON THE SALE OF STOCK
(a)    Holding Period. Shares of Synovus Common Stock purchased by the Agent on behalf of any Participant, other than shares of Synovus Common Stock purchased through dividend re-investment, must be held in such Participant’s Plan Account for a minimum of six (6) months following the date of purchase. During this six (6) month period, the shares of Synovus Common Stock subject to this holding period may not be sold, transferred, assigned, pledged, or otherwise disposed of in any manner whatsoever, except as otherwise provided in the Plan.
(b)    State Law.    No Synovus Common Stock will be offered or sold under the Plan to any Director in any state where the sale of such stock is not permitted under the applicable laws of such state. For purposes of this Article 16, the offering or sale of stock is not permitted under the applicable laws of a state if, inter alia, the securities laws of such state would require the Plan and/or the Synovus Common Stock offered





pursuant thereto, to be registered in such state and the Plan and/or Synovus Common Stock is not registered therein.
ARTICLE 17
AMENDMENT, TERMINATION AND SUSPENSION OF THE PLAN
Synovus reserves the right to amend the Plan at any time; however, no amendment shall affect or diminish any Participant’s right to the benefit of contributions made by such Participant or Synovus prior to the date of such amendment, and no amendment shall affect the authority, duties, rights, liabilities or indemnities of the Agent without the Agent’s prior written consent.
Synovus reserves the right to terminate the Plan at any time. In such event, there will be no further Participant contributions and no further Matching Contributions , but the Agent will make purchases of Synovus Common Stock out of available funds and will allocate such stock to the Plan Accounts of the Participants in the usual manner. Upon termination of the Plan, distributions of Synovus Common Stock and any cash held as a part of the fund shall be governed by the provisions of Article 14 hereof.
Synovus reserves the right to suspend Matching Contributions to the Plan at any time. During the time Matching Contributions are suspended, Synovus’ Board of Directors shall determine whether Participant contributions are to be continued or suspended. If Synovus’ Board of Directors permits the continuance of Participant contributions, each Participant may elect to continue or suspend Participant contributions on his or her own behalf. If the Participant elects to continue to make Participant contributions while Matching Contributions are suspended, Synovus shall be under no obligation at any future date to make Marching Contributions with respect to such Participant’s contributions made during such period of suspension.
ARTICLE 18
SUSPENSION OR TERMINATION IF STOCK PURCHASE IS PROHIBITED

In addition to all rights to terminate or suspend the Plan otherwise reserved herein, it is understood that the Plan may be suspended or terminated at any time or from time to time by Synovus’ Board of Directors if the Plan’s continuance would, for any reason, be prohibited under any federal and state law even though such prohibition arises because of some act on the part of Synovus, including, but not limited to, Synovus engaging in a distribution of securities. If the Plan is suspended under this Article 18, no Matching Contributions or Participant contributions shall be made and no Synovus Common Stock shall be purchased until the Plan is restored to an active status. If the Plan is terminated pursuant to this Article 18, there shall be no further Participant contributions and no further Matching Contributions and there shall be no additional purchases of Synovus Common Stock. As soon as practical after the termination pursuant to this Article 18, distribution of Synovus Common Stock and any cash held as a part of the Fund shall be governed by the provisions of Article 14 hereof.





ARTICLE 19
TERM OF PLAN

    This Plan shall terminate on June 1, 2031, unless terminated earlier by the Board of Directors of Synovus pursuant to Article 17 hereunder.
ARTICLE 20
CONSTRUCTION
This Plan shall be governed by and construed under the laws of the State of Georgia.





Exhibit 10.4
As approved by Synovus’ shareholders on April 21, 2021

.
SYNOVUS FINANCIAL CORP.
2021 EMPLOYEE STOCK PURCHASE PLAN
(EFFECTIVE AS OF JULY 1, 2021)
The name of this plan is the Synovus Financial Corp. 2021 Employee Stock Purchase Plan (the "Plan"). The purpose of the Plan is to enable Synovus and its subsidiaries to provide their employees a convenient means of purchasing, by means of voluntary payroll deductions and matching contributions from the Participating Employers, shares of Synovus Common Stock on the open market, and to thereby promote interest in its success and growth and to encourage continuity of employment among its employees.
ARTICLE I
DEFINITIONS
A.     Administrator: The Administrator of the Plan, which shall be Synovus or any Affiliate designated by Synovus from time to time to administer the Plan.
B.    Affiliate of Synovus: Subsidiaries of Synovus or divisions of Synovus Bank.
C.    Agent: The Agent of the Plan, which shall be Fidelity Investments and any duly appointed successor Agent.
D.    Beneficiary Designation Election: The election that a Participant makes to designate the Participant's beneficiary to receive his or her interest in the Plan in the event of Participant's death prior to receipt thereof.
E.    Compensation: The base salary or wages paid to a Participant by a Participating Employer, including commissions for those Participants who are paid solely on a commission basis (unless a Participant's written employment agreement (if any) with Synovus or any affiliate company of Synovus establishes a contractual limitation for such Participant, in which case "Compensation" for such Participant would be as defined in such written Employment Agreement), but excluding bonuses, incentive bonuses, overtime pay or amounts contributed by a Participating Employer to this or any other non-qualified plan or trust, to any qualified plan or trust within the meaning of Sections 401(a) and 501 of the Internal Revenue Code of 1986, as amended, including, but not limited to, the Synovus Profit Sharing, 401(k) Savings and Money Purchase Pension Plans, or such other qualified employee benefit, fringe benefit or welfare benefit plan Synovus or a Participating Employer may hereafter adopt. The maximum amount of Compensation that may be taken into account under the Plan for any purpose on an annual basis shall be $250,000.







F.    Deduction Date: The payroll date upon which bi-weekly Participant payroll deductions and bi-weekly Participating Employer contributions to the Plan shall be made.
G.    Effective Date of the Plan: July 1, 2021.
H.    Eligible Employee: Any employee of a Participating Employer who has been regularly scheduled to work twenty (20) hours per week or more for any Participating Employer for a period of ninety (90) calendar days or more. Employment includes authorized leaves of absence and all uninterrupted periods of employment by one or more Participating Employers.
I.    First Deduction Date: The first Deduction Date of an Eligible Employee following ninety (90) calendar days of employment.
J.    Participant: An Eligible Employee who shall have become a Participant in the Plan by making a Payroll Deduction Authorization Election and (i) whose participation in the Plan shall not have been terminated in accordance with Article XIII or XIV of the Plan, or (ii) who shall have been reinstated as a Participant in the Plan in accordance with Article II of the Plan.
K.    Participating Employer: Synovus, any Affiliate of Synovus, Synovus Bank or any division of Synovus Bank.
L.    Payroll Deduction Authorization Election: The election which each Eligible Employee must make to become a Participant or to change participation in the Plan, whether such election is made telephonically, electronically or otherwise as authorized by Synovus. This election shall contain, in addition to other pertinent payroll deduction information, the Participant's appointment of the Agent to provide for the acquisition of Synovus Common Stock for his or her benefit under the Plan.
M.    Plan: The Synovus Financial Corp. 2021 Employee Stock Purchase Plan.
N.     Plan Account: The separate account that is required to be established and maintained with respect to each Participant for the purpose of recording the Participant’s cash contributions, Participating Employer contributions, and Synovus Common Stock purchased and allocated for the Participant under the Plan.
O.    Plan Year: The period commencing on January 1st of each year and ending on December 31st of each year.
P.    Synovus: Synovus Financial Corp., the sponsor and administrator of the Plan.
Q.    Synovus Common Stock: The shares of common stock, par value of $1.00 per share, Synovus, and any shares that may be issued and exchanged for or







upon a change of such shares whether in subdivision or in combination thereof and whether as a part of a classification or reclassification thereof, or otherwise.
ARTICLE II
PARTICIPATION
Any Eligible Employee of a Participating Employer may initially become a Participant in the Plan by making a Payroll Deduction Authorization Election to do so.
An Eligible Employee of a Participating Employer whose participation in the Plan has been terminated pursuant to Article XIII of the Plan may reinstate his or her participation in the Plan by making a new Payroll Deduction Authorization Election to do so.
ARTICLE III
PARTICIPANT PAYROLL DEDUCTIONS
Participants may contribute to the Plan only through Participant payroll deductions. Participant payroll deductions shall be made as a percentage of Compensation. Participant payroll deductions may not be less than one percent of a Participant's Compensation, and the maximum deduction may not exceed the maximum percentage of Compensation limitations set forth herein below.
The maximum percentage of Compensation for Participant payroll deductions shall be based on the following:
(a)    The Participant's Compensation; and
(b)    The Participant's period of employment with a Participating Employer during which period the Participant has been regularly scheduled to work twenty (20) hours per week or more, according to the following schedule:

    Maximum Percentage of
    Compensation for Participant
Participant's Period of Employment            Payroll Deductions

At least three months, but less than one year        3%
At least one year, but less than five years        5%
At least five years, but less than ten years        6%
Ten years or more                        7%

A Participant with no service breaks that exceed twelve (12) months shall be given credit for all of his or her periods of employment with one or more Participating Employers for the purpose of determining the maximum percentage of Compensation for the Participant’s payroll deduction, including, but not limited to, (i) a transfer of employment from one Participating Employer to another Participating Employer and (ii) all previous periods of employment with any Participating Employer by an Eligible







Employee. A Participant who has a break in service which exceeds twelve (12) months shall not receive credit for employment prior to such break in service.
Participant payroll deductions shall be made only on Deduction Dates.
A Participant may increase, decrease or temporarily suspend his or her Participant payroll deductions by making a Payroll Deduction Authorization Election. Such increase, decrease or temporary suspension will be effective as promptly as practicable. Participant payroll deductions may be terminated pursuant to Article XIII hereof. As promptly as practicable on or after each Deduction Date, each Participating Employer shall remit each Participant's payroll deduction to the Administrator.
ARTICLE IV
PARTICIPATING EMPLOYER MATCHING CONTRIBUTIONS
Participating Employers shall make matching contributions to the Plan for each of their employees who are Participants in the Plan of up to fifty percent (50%) of the amount of each such Participant's payroll deduction to the Plan. The Board of Directors may elect to establish a lower matching contribution or may eliminate the matching contribution altogether. Participants shall be provided with written notice of any decrease in the matching contribution percentage prior to the effective date of such decrease.
Participating Employer contributions shall be made on Deduction Dates. As promptly as practicable on or after each Deduction Date, Participating Employers will remit their contributions to the Administrator, who will forward such contributions to the Agent on a quarterly basis.
As Participating Employer contributions to the Plan must be treated by the Participants for whom such contributions are made as compensation income, such amounts will be reflected on the payroll voucher of such Participants as additional compensation income paid by the Participating Employers to such Participants, and such amounts will in turn appear on the payroll vouchers of such Participants as having been withheld from their pay by the Participating Employers to reflect the Participating Employers' contributions made to the Plan for the benefit of such Participants, and the Participating Employers shall withhold additional State and Federal income taxes and Social Security taxes from the pay of such Participants to cover such amount, all at the times Participant payroll deductions are withheld. This information will be included in the Form W-2 furnished annually by the Participating Employers to Participants in the Plan.












ARTICLE V
ADMINISTRATION OF PLAN
The Plan shall be administered by Synovus, with assistance from each of the Participating Employers. Synovus may, from time to time, adopt rules and regulations not inconsistent with the Plan for carrying out the Plan or for providing for any and all matters not specifically covered herein.
The functions and duties of Synovus as administrator of the Plan, in general, are as follows:
(a)    To make provision for payment of contributions to the Agent.
(b)    To establish rules for the administration and to construe the terms of the Plan, including, but not limited to, the discretionary authority to determine eligibility for participation in the Plan, a Participant’s period of employment and the maximum percentage and amount of Compensation for Participant payroll deductions, which rules for administration and construction of terms will apply to all Participants similarly situated.
(c)    To develop rules and procedures for making Participant elections or changes in connection with the Plan.
(d)    To maintain, with the assistance of the Agent, records, including, but not limited to, those with respect to Participating Employer contributions, Participant payroll deductions and dividends paid to the Agent.
(e)    To file with the appropriate governmental agencies any and all reports and notifications required of the Plan and to provide all Participants and beneficiaries with any and all reports and notifications to which they are by law entitled.
(f)    To engage a certified public accountant to perform an annual audit of the Plan.
(g)    To give prompt notification to the Agent of the effectiveness, and the initiation of proceedings that would result in the termination of effectiveness, of the registration, exemption or qualification of the Plan and/or the Synovus Common Stock offered thereunder under applicable federal and state securities laws.
(h)    To receive and to promptly forward to the Agent the written requests of Participants for the issuance to any third party of shares or cash, if applicable, for all or part of the full number of shares of Synovus Common Stock in such Participants' Plan Accounts.
(i)    To perform any and all other functions reasonably necessary to administer the Plan.
Synovus shall indemnify each employee of Synovus and the Participating Employers involved in the administration of the Plan against all costs, expenses and liabilities, including attorney's fees, incurred in connection with any action, suit, or proceeding instituted against such employee alleging any act or omission or







commission performed by such employee while acting in good faith in discharging his or her duties with respect to the Plan. This indemnification is limited to the extent such costs and expenses are not covered under insurance as may be now or hereafter provided by Synovus or the appropriate Participating Employer.
ARTICLE VI
AGENT OF THE PLAN

All contributions by the Participating Employers and Participants shall be made in cash only. All contributions so received (hereinafter referred to as the "Fund"), shall be held, managed, and administered pursuant to the terms of the Plan. No part of the Fund shall be used for or diverted to purposes other than for the exclusive benefit of the Participants and former Participants in the Plan.
The Agent shall have the following powers and authority in the administration and investment of the Fund:
(a)    To purchase for the benefit of the Participants in the Plan shares of Synovus Common Stock in its name as Agent, to receive the shares of Synovus Common Stock previously acquired under the existing Plan and to retain the same and to cause the shares of Synovus Common Stock held as part of the Fund to be allocated, reallocated, and disposed of pursuant to the terms of the Plan.
(b)    To cause any Synovus Common Stock held as part of the Fund to be registered in the Agent's own name or in the name of one or more nominees, but the books and records of the Agent shall at all times show that all such investments are part of the Fund.
(c)    To keep such portion of the Fund in cash or cash balances as the Agent, from time to time, may in its sole discretion deem to be in the best interests of the Participants in the Plan without liability for interest thereon.
(d)    To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments as may be necessary or appropriate to carry out the powers herein granted.
(e)    To employ subagents to engage in the actual open market purchase of Synovus Common Stock for the benefit of the Participants in the Plan.
(f)    To do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Agent may deem necessary or desirable to administer the Fund, and to carry out and satisfy the purposes and intent of the Plan.
The Agent shall keep accurate and detailed accounts of all receipts, disbursements, and other transactions hereunder, including, but not limited to, Participant payroll deductions received, Participating Employer contributions received, dividends and other distributions received, and Synovus Common Stock purchased, allocated and held for, and Synovus Common Stock distributed to, Participants







hereunder. All accounts, books, and records relating to such transactions shall be open to inspection and audit at all reasonable times by any person designated by Synovus.
On or before the fifteenth day following the close of each quarter or upon such other reporting schedules and for such other reporting periods as Synovus and the Agent of the Plan shall agree, the Agent shall file with Synovus a written report setting forth all receipts, disbursements, and other transactions effected during such preceding quarter or reporting period, and setting forth the current status of the Fund.
ARTICLE VII
STOCK PURCHASE
The Agent shall use the funds in the Plan to purchase shares of Synovus Common Stock in the open market for the benefit of the Participants in the Plan on a quarterly basis.
In the event that the Agent retains the services of subagents to make such purchases of shares of Synovus Common Stock, such subagents shall not be controlled by, controlling or under common control with Synovus or its affiliates. Neither Synovus nor any of its affiliates shall have, nor exercise, directly or indirectly, any control or influence over the times when, or the prices at which, the Synovus Common Stock may be purchased by the Agent or any subagents, the amounts of Synovus Common Stock to be so purchased or the manner in which such Synovus Common Stock is to be purchased. The Agent may retain the services of said subagents only upon the execution of subagency agreements by and between the Agent and subagents which set forth terms and conditions not materially different from those contained herein with regard to the purchase of Synovus Common Stock.
Neither the Agent, Synovus nor any subagent retained by the Agent shall have any responsibility as to the value of Synovus Common Stock acquired under the Plan. The duties of the Agent and any subagent to cause the purchase of Synovus Common Stock under the Plan shall be subject to any and all legal restrictions or limitations imposed at any time by governmental authority, including, but not limited to, the Securities and Exchange Commission, and shall be subject to any other restrictions, limitations or considerations deemed valid by such Agent or any subagent. Accordingly, neither the Agent, Synovus nor any subagent shall be liable in any way if, as a result of such restrictions, limitations or considerations, the whole amount of funds available under the Plan for the purchase of Synovus Common Stock is not applied to the purchase of such shares at the time herein otherwise provided or contemplated.
ARTICLE VIII
ALLOCATION OF STOCK
As promptly as practical after each purchase by the Agent (or any subagents) of Synovus Common Stock for the benefit of the Participants in the Plan, the Agent shall determine the average cost per share of all shares so purchased. The Agent shall then







proportionally allocate such shares to the Plan Accounts of the Participants, charging each such Participant with the average cost, including transactional costs, of the shares so allocated. Full shares and fractional share interests in one share (to four decimal places) shall be allocated.

ARTICLE IX
ISSUANCE OF SHARES OF SYNOVUS COMMON STOCK AND/OR CASH
A Participant may request that the Agent issue shares or sell shares for all or a part of the full number of shares of Synovus Common Stock in a Participant's Plan Account for which the six-month holding period has been satisfied or for which the six-month holding period does not apply. As promptly as practicable after the later of such Participant’s request and satisfaction of the six-month holding period, if applicable, the Agent will (1) issue such shares to such Participant, to the Participant’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan account, or to any person or brokerage account designated in writing by such Participant; or (2) sell all or the specified number of shares, deduct brokerage commissions and a transaction charge, and issue a check made payable to the Participant or deposit the net proceeds directly to the account specified by the Participant. The Agent will notify the Administrator of such issuance or sale of shares. The Participant request must clearly indicate the number of shares to be issued or sold, or specify that all shares held in such Participant's Plan Account are to be issued or sold. If administratively practicable, the Participant request may specify a sales price limit (i.e., a limit order).    
ARTICLE X
DIVIDENDS AND DISTRIBUTIONS
Stock dividends and stock splits received by the Agent will be allocated by such Agent to each Participant's Plan Account to the extent that such stock is attributable to the allocated Synovus Common Stock in such Participant's Plan Account. Cash dividends received by the Agent of the Plan shall be used to acquire additional shares of Synovus Common Stock pursuant to the provisions of the Plan, and such shares so acquired will be allocated proportionally to the Plan Accounts of Participants. Shares acquired through such dividend reinvestment shall not be subject to the six-month holding period of Article XVI.
ARTICLE XI
VOTING RIGHTS
Each Participant in the Plan shall have the rights and powers of ordinary shareholders with respect to the shares of Synovus Common Stock in such Participant's Plan Account, including, but not limited to, the right to vote such shares. Synovus shall deliver or cause to be delivered to Participants at the time and in the manner such materials are sent to Synovus shareholders generally all reports, proxy solicitation







materials and all other disclosure type communications distributed to Synovus shareholders generally.
ARTICLE XII
REPORTS TO PARTICIPANTS
As soon as practical following the end of each Plan Year, or more often and as often as Synovus may elect, Synovus and/or the Agent shall send to each Participant a written report of all transactions for such Participant’s benefit under the Plan for such Plan Year.
ARTICLE XIII
TERMINATION OF PARTICIPATION IN PLAN
A Participant may terminate his or her participation in the Plan by making a Payroll Deduction Authorization Election to do so. Such termination will be effective as promptly as practicable. As promptly as practicable, the Agent will purchase share of Synovus common stock with the cash remaining in the Participant’s Plan Account as of the next quarterly purchase date. As soon as practicable thereafter, in accordance with the former Participant’s instructions, the Agent will: (1) issue the number of shares of Synovus Common Stock allocated to the Participant’s Plan Account (provided the shares have been held at least six months as required in Article XVI(a) of the Plan, if applicable) to the Participant's Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account or other person or brokerage account designated by the Participant in writing; or (2) issue a check made payable to the Participant or deposit directly to an account specified by the Participant the net cash proceeds from the sale of such shares, after deduction of brokerage commissions and a transaction charge. The Agent will notify the Administrator of such issuance or sale of shares. If a Participant terminates his or her participation in the Plan, such Participant may re-enter the Plan by making a new Payroll Deduction Authorization Election pursuant to Article II.
Assignments or pledges of any interests under the Plan are not allowed.
ARTICLE XIV
TERMINATION OF EMPLOYMENT
Participation in the Plan shall automatically terminate without notice upon termination of the Participant's employment with a Participating Employer whether by death, retirement or otherwise. If termination is other than by death, the Agent will purchase share of Synovus Common Stock with the cash remaining in the Participant’s Plan Account as of the next quarterly purchase date. As promptly as practical thereafter, the Agent will: (1) issue the number of shares of Synovus Common Stock allocated to the Participant’s Plan Account (regardless of whether the shares have been held for the six-month holding period) to the Participant or to the Participant's Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account or other person or brokerage account designated by the Participant in writing; or (2) issue a check made payable to







the Participant or deposit directly to an account specified by the Participant the net cash proceeds from the sale of such shares, after deduction of brokerage commissions and a transaction charge. The Agent will notify Synovus of such issuance or sale of shares. If no such instructions are provided by the former Participant within 120 days following the date of such termination, the shares will be delivered to the Participant’s Dividend Reinvestment and Direct Stock Purchase Plan Account.
If termination is by reason of death, the Agent will, as promptly as practical, purchase shares of Synovus Common Stock with the cash remaining in the Participant’s Plan Account as of the next quarterly purchase date. As soon as practicable thereafter, in accordance with the instructions of the former Participant’s beneficiary, the Agent will: (1) issue the number of shares of Synovus Common Stock allocated to the former Participant's Plan Account (regardless of whether such shares have been held for the six-month holding period) to such beneficiary or to such beneficiary’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account or other brokerage account designated by such beneficiary in writing, or (2) issue a check to such beneficiary or deposit directly into an account specified by such beneficiary the net cash proceeds from the sale of such shares, after deduction of brokerage commissions and a transaction charge.
ARTICLE XV
EXPENSES
Synovus shall bear the cost of administering the Plan, including any transfer taxes incurred in transferring the Synovus Common Stock from the Plan to the Participants. Any broker's fees, commissions or other transaction costs actually incurred will be included in the cost of Synovus Common Stock to Participants. However, if a Participant requests overnight delivery or other special delivery or handling services in connection with the Synovus Common Stock held in the Participant's Plan Account, the cost of such delivery or services will be charged to the Participant by the Agent.
ARTICLE XVI
LIMITATIONS ON THE SALE OF STOCK
(a) Holding Period. Shares of Synovus Common Stock purchased by the Agent on behalf of any Participant, other than shares of Synovus Common Stock purchased through dividend reinvestment, must be held in such Participant’s Plan Account for a minimum of six (6) months following the date of purchase. During this six (6) month period, the Shares of Synovus Common Stock subject to the holding period may not be sold, transferred, assigned, pledged, or otherwise disposed of in any manner whatsoever, except as otherwise provided in the Plan.
(b) State Laws. No Synovus Common Stock will be offered or sold under the Plan to any Eligible Employee in any state where the sale of such stock is not permitted under the applicable laws of such state. For purposes of this Article XVI, the offering or







sale of stock is not permitted under the applicable laws of a state if, inter alia, the securities laws of such state would require the Plan and/or the Synovus Common Stock offered pursuant thereto, to be registered in such state and the Plan and/or Synovus Common Stock is not registered therein.
ARTICLE XVII
AMENDMENT, TERMINATION AND SUSPENSION OF THE PLAN
Synovus reserves the right to amend the Plan at any time; however, no amendment shall affect or diminish any Participant's right to the benefit of contributions made by such Participant or a Participating Employer prior to the date of such amendment, and no amendment shall affect the authority, duties, rights, liabilities or indemnities of the Agent without the Agent's prior written consent.
Synovus reserves the right to terminate the Plan at any time. In such event, there will be no further Participant payroll deductions and no further Participating Employer contributions, but the Agent will endeavor to make purchases of Synovus Common Stock out of available funds and will allocate such Stock to the Plan Accounts of Participants in the usual manner. Upon termination of the Plan, distribution of Synovus Common Stock and any cash held as part of the Fund shall be governed by the provisions of Article XIV hereof.
Synovus reserves the right to suspend Participating Employer contributions to the Plan at any time. During the time Participating Employer contributions are suspended, Synovus' Board of Directors shall determine whether Participant payroll deductions are to be continued or suspended. If Synovus' Board of Directors permits the continuance of Participant payroll deductions, each Participant may elect to continue or suspend Participant payroll deductions on his or her own behalf. If the Participant elects to continue to make Participant payroll deductions while Participating Employer contributions are suspended, the Participating Employers shall be under no obligation at any future date to make Participating Employer contributions with respect to such Participant's payroll deductions made during such period of suspension.
ARTICLE XVIII
SUSPENSION OR TERMINATION IF
STOCK PURCHASE IS PROHIBITED

In addition to all rights to terminate or suspend the Plan otherwise reserved herein, it is understood that the Plan may be suspended or terminated at any time or from time to time by Synovus' Board of Directors if the Plan's continuance would, for any reason, be prohibited under any applicable federal and state law even though such prohibition arises because of some act on the part of Synovus, including, but not limited to, Synovus' engaging in a distribution of securities. If the Plan is suspended under this Article XVIII, no Participating Employer contributions or Participant payroll deductions shall be made and no Synovus Common Stock shall be purchased until the Plan is restored to an active status. If the Plan is terminated pursuant to this Article XVIII, there







shall be no further Participant payroll deductions and no further Participating Employer contributions and there shall be no additional purchases of Synovus Common Stock. Upon termination of the Plan pursuant to this Article XVIII, distribution of Synovus Common Stock and any cash held as part of the Fund shall be governed by the provisions of Article XIV hereof.
ARTICLE XIX
CONSTRUCTION
This Plan shall be governed by and construed under the laws of the State of Georgia.
ARTICLE XX
TERM OF PLAN
This Plan shall terminate on July 1, 2031, unless terminated earlier by the Board of Directors of Synovus pursuant to Article XVII hereunder.










Exhibit 10.5
DIRECTOR RESTRICTED STOCK UNIT AGREEMENT


    THIS DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between SYNOVUS FINANCIAL CORP., a Georgia corporation (the “Corporation”), and [Participant Name] (“Director”).

    WHEREAS, Director has been awarded Restricted Stock Units (“RSUs”) under the Corporation’s 2021 Omnibus Plan (“Plan”).

    NOW, THEREFORE, in accordance with the provisions of the Plan and this Agreement, Director hereby agrees to the following terms and conditions:

1.    Grant of RSUs

    Director is hereby granted RSUs as follows:

    Date of Grant:                [Grant Date]

    Vesting Conditions:            Please refer to Section 2 of this Agreement

    Total Number of RSUs:            [Number of Shares Granted]

2.    Vesting of RSUs

(a)    Vesting Conditions. If Director continues to serve on the Board of Directors of the Corporation through the date(s) indicated in Column I below, the RSUs will become non-forfeitable (i.e., “vest”) to the extent indicated in Column II below:

(I)          (II)
        
If service continues through then the % of RSUs which vest is

Three-Year Anniversary                        
Of Grant Date                        100%    

Such vesting will occur (to the extent indicated in Column (II) above) at the close of business on the applicable date(s) indicated in Column (I) above. Any RSUs which are not vested on the date Director’s termination of service will be forfeited to the Corporation, unless the Board of Directors in its sole and exclusive discretion determines otherwise.

(b)    Effect of Death (Other Than by Suicide) or Disability. If Director’s service with the Board of Directors of the Corporation terminates by reason of Director’s death (other than by suicide) or Disability, then any RSUs which are not vested at the time of such termination will become vested automatically.

(c)    Effect of Retirement. If Director’s service with the Board of Directors terminates due to Director’s retirement pursuant to the provisions of the Corporation’s Corporate Governance Guidelines (as they may be amended from time to time), then any RSUs which are not vested at



the time of such termination of service will become vested automatically as of the date of such termination of service. In addition, all previous Restricted Stock Unit Agreements entered into between the Director and the Corporation that vest automatically upon the attainment of age 72 are hereby amended to instead vest automatically upon the Director’s retirement pursuant to the provisions of the Corporation’s Corporate Governance Guidelines (as they may be amended from time to time).

(d)    No Forfeiture of Vested RSUs. Any RSUs which vest pursuant to the preceding provisions of this Section 2 will not thereafter be forfeited.

3.    Conversion of RSUs and Issuance of Shares

Upon vesting of the RSUs as set forth in Section 2, one share of the Corporation’s Common Stock shall be issued for each RSU that vests on such vesting date, subject to the terms and conditions of this Agreement and the Plan.

4.    Status of Director

The Director shall not be, or have rights as, a stockholder of the Corporation with respect to any of the shares of Common Stock subject to the RSUs unless the shares underlying the RSUs have been issued and delivered to him or her. The Corporation shall not be required to issue or transfer any certificates for shares of Common Stock for the RSUs until all applicable requirements of law have been complied with and such shares have been duly listed on any securities exchange on which the Common Stock may then be listed.

5.    Dividend Equivalents

The RSUs will be credited with dividend equivalents equal to amount of cash dividend payments that would have otherwise been paid if the shares of the Corporation’s Common Stock represented by the RSUs (including deemed reinvested additional shares attributable to the RSUs pursuant to this paragraph) were actually outstanding. These dividend equivalents will be deemed to be reinvested in additional shares of the Corporation’s Common Stock determined by dividing the deemed cash dividend amount by the Fair Market Value (as defined in the Plan) of a share of the Corporation’s Common Stock on the applicable dividend payment date. Such credited amounts will be added to the RSUs and will become transferable in accordance with Section 2 based on the transferability of the initial RSUs to which they are attributable. In addition, the RSUs will be credited with any dividends or distributions that are paid in shares of the Corporation’s Common Stock represented by the RSUs and will otherwise be adjusted by the Committee for other capital or corporate events as provided for in the Plan.

6.    General Provisions

(a)    Administration, Interpretation and Construction. The terms and conditions set forth in this Agreement will be administered, interpreted and construed by the Compensation Committee, whose decisions will be final, conclusive and binding on the Corporation, on Director and on anyone claiming under or through the Corporation or Director. Without limiting the generality of the foregoing, any determination as to whether an event has occurred or failed to occur which causes the RSUs to be transferable pursuant to the terms and conditions set forth in this Agreement, will be made in the good faith but absolute discretion of the Compensation
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Committee. By accepting the transfer of RSUs, Director irrevocably consents and agrees to the terms and conditions set forth in this Agreement and to all actions, decisions and determinations to be taken or made by the Compensation Committee in good faith pursuant to the terms and conditions set forth in this Agreement.

(b)    Withholding. The Corporation will have the right to withhold from any payments to be made to Director (whether under this Agreement or otherwise) any taxes the Corporation determines it is required to withhold with respect to Director under the laws and regulations of any governmental authority, whether Federal, state or local and whether domestic or foreign, in connection with this Agreement, including, without limitation, taxes in connection with the transfer of RSUs. Failure to submit any such withholding taxes shall be deemed to cause otherwise transferable RSUs not to become transferable.

(c)    Rights Not Assignable or Transferable. No rights under this Agreement will be assignable or transferable other than by will or the laws of descent and distribution, either voluntarily, or, to the full extent permitted by law, involuntarily, by way of encumbrance, pledge, attachment, levy or charge of any nature except as otherwise provided in this Agreement. Director’s rights under this Agreement will be exercisable during Director’s lifetime only by Director or by Director’s guardian or legal representative.

(d)    Terms and Conditions Binding. The terms and conditions set forth in the Plan and in this Agreement will be binding upon and inure to the benefit of the Corporation, its successors and assigns, including any assignee of the Corporation and any successor to the Corporation by merger, consolidation or otherwise, and Director, Director’s heirs, devisees and legal representatives.

(e)    No Liability for Good Faith Business Acts or Omissions. Director recognizes and agrees that the Compensation Committee, the Board, or the officers, agents or employees of the Corporation and its Subsidiaries, in their oversight or conduct of the business and affairs of the Corporation and its Subsidiaries, may in good faith cause the Corporation or a Subsidiary to act, or to omit to act, in a manner that may, directly or indirectly, prevent the RSUs from becoming transferable. No provision of this Agreement will be interpreted or construed to impose any liability upon the Corporation, a Subsidiary, the Compensation Committee, Board or any officer, agent or employee of the Corporation or a Subsidiary, for the inability to transfer RSUs that may result, directly or indirectly, from any such action or omission.

(f)    Recapitalization. In the event that Director receives, with respect to RSUs, any securities or other property (other than cash dividends) as a result of any stock dividend or split, spin-off, recapitalization, merger, consolidation, combination or exchange of shares or a similar corporate change, any such securities or other property received by Director will likewise be held by the Plan’s agent and be subject to the terms and conditions set forth in this Agreement and will be included in the term “RSUs.”

(g)    Appointment of Agent. By accepting the transfer of RSUs, Director irrevocably nominates, constitutes, and appoints the Plan’s agent as Executive’s agent for purposes of surrendering or transferring the RSUs to the Corporation upon any forfeiture required or authorized by this Agreement. This power is intended as a power coupled with an interest and will survive Director’s death. In addition, it is intended as a durable power and will survive Director’s disability.
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(h)    Legal Representative. In the event of Director’s death or a judicial determination of Director’s incompetence, reference in this Agreement to Director shall be deemed, where appropriate, to Director’s heirs or devises.

(i)    Titles. The titles to sections or paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section or paragraph.

(j)    Plan Governs. The RSUs are being transferred to Director pursuant to and subject to the Plan, a copy of which is available upon request to the Corporate Secretary of the Corporation. The provisions of the Plan are incorporated herein by this reference, and all capitalized terms in this Agreement shall have the same meanings given to such terms in the Plan. The terms and conditions set forth in this Agreement will be administered, interpreted and construed in accordance with the Plan, and any such term or condition which cannot be so administered, interpreted or construed will to that extent be disregarded.

(k)    Complete Agreement. This instrument contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter. The parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein or incorporated by reference.

(l)    Amendment; Modification; Wavier. No provision set forth in this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Compensation Committee and shall be agreed to in writing, signed by Director and by an officer of the Corporation duly authorized to do so. No waiver by either party hereto of any breach by the other party of any condition or provision set forth in this Agreement to be performed by such other party will be deemed a waiver of a subsequent breach of such condition or provision, or will be deemed a waiver of a similar or dissimilar provision or condition at the same time or at any prior or subsequent time.

(m)    Governing Law. The validity, interpretation, performance and enforcement of the terms and conditions set forth in this Agreement will be governed by the laws of the State of Georgia, the state in which the Corporation is incorporated, without giving effect to the principles of conflicts of law of that state.

    The Corporation has issued the RSUs in accordance with the foregoing terms and conditions and in accordance with the provisions of the Plan. By signing below, Director hereby agrees to the foregoing terms and conditions of the RSUs.

    IN WITNESS WHEREOF, Director has set Director’s hand and seal, effective as of the date and year set forth above.


                            [Signed Electronically]
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Kevin S. Blair, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Synovus Financial Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under Synovus’ supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to Synovus by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under Synovus’ supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on Synovus’ most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2021 BY: /s/ Kevin S. Blair
Kevin S. Blair
President and Chief Executive Officer



Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Andrew J. Gregory, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Synovus Financial Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under Synovus’ supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to Synovus by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under Synovus’ supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on Synovus’ most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2021 BY: /s/ Andrew J. Gregory, Jr.
Andrew J. Gregory, Jr.
Executive Vice President and Chief Financial Officer



Exhibit 32
CERTIFICATION OF PERIODIC REPORT
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Kevin S. Blair, the Chief Executive Officer of Synovus Financial Corp. (the “Company”), and Andrew J. Gregory, Jr., the Chief Financial Officer of the Company, hereby certify that, to the best of their knowledge:

(1) The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the “Report”) fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
Date: May 6, 2021 BY:   /s/ Kevin S. Blair
  Kevin S. Blair
  President and Chief Executive Officer
Date: May 6, 2021 BY:   /s/ Andrew J. Gregory, Jr.
  Andrew J. Gregory, Jr.
  Executive Vice President and Chief Financial Officer
This certification “accompanies” the Form 10-Q to which it relates, is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q, irrespective of any general incorporation contained in such filing.)