Transaction Details

Footnotes

These shares are subject to performance stock units (the "PSUs"). The PSUs have a service-based vesting component as well as a performance vesting requirement. Under the service-based vesting component, the PSUs vest 100% after three years subject to the reporting person's continued employment with Synovus. Under the performance vesting component, two performance measures (weighted average return on tangible common equity and relative total shareholder return) are measured over a three-year performance period, with each measure impacting one-half of the PSUs awarded to the reporting person. The actual payout of the PSUs may range from 0% to 150% of the target amount based upon the results of the two performance measures during the performance period compared to the performance objective approved by the Compensation and Human Capital Committee of Synovus' Board of Directors. | On February 17, 2023, the reporting person reported the grant of PSUs. Based upon the Company's determination of performance for the relevant performance period, the reporting person received 4,678 additional shares of the Company's restricted stock, such shares representing the amount vested in excess of the target amount of PSUs initially reported on the Form 4 filed in February 2023. In addition, the reporting person received 1,588 shares through the accrual of dividend equivalents. | These shares were withheld upon the vesting of performance stock units to pay tax withholding obligations. | On February 20, 2024, the reporting person reported the grant of PSUs. Based upon the Company's determination of performance for the relevant performance period, the reporting person received 5,516 additional shares of the Company's restricted stock, such shares representing the amount vested in excess of the target amount of PSUs initially reported on the Form 4 filed in February 2024. In addition, the reporting person received 996 shares through the accrual of dividend equivalents. | These shares are subject to restricted stock units that will be settled in cash upon vesting. | The vesting of certain restricted stock units that would otherwise vest in February of 2026 and PSUs that would otherwise vest in accordance with their terms at the end of the 2025 fiscal year or upon the consummation of the proposed business combination with Pinnacle Financial Partners ("Pinnacle"), in each case held by the reporting person, was accelerated so that the compensation income resulting from the settlement of these awards will be recognized by the reporting person in 2025 for the purpose of mitigating the impact of the excise tax that might otherwise be imposed on the reporting person under Sections 280G and 4999 of the Internal Revenue Code in connection with the proposed business combination with Pinnacle.