Synovus Financial Corp

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Report, in evaluating an investment in the Company's securities, investors should consider carefully, among other things, the risk factors previously disclosed in "Part I - Item IA - Risk Factors" of Synovus' 2024 Form 10-K which could materially affect the Company's 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.

TOthere are  than the risk factors set forth below, there are no material changes during the period covered by this Report to the risk factors previously disclosed in our 2024 Form 10-K.

Risks Relating to the Merger with Pinnacle

We have identified certain additional risk factors in connection with the Merger Agreement and the proposed Merger. These risks and the other risks associated with the proposed Merger will be more fully discussed in the joint proxy statement/prospectus that will be included in the registration statement on Form S-4 that Newco intends to file with the SEC in connection with the Merger.

The consummation of the Merger is contingent upon the satisfaction of a number of conditions, including shareholder and regulatory approvals, that may be outside either partys control and that either party may be unable to satisfy or obtain or which may delay the consummation of the Merger or result in the imposition of conditions that could reduce the anticipated benefits from the Merger or cause the parties to abandon the Merger.

Consummation of the Merger is contingent upon the satisfaction of a number of conditions, some of which are beyond either partys control, including, among others:

approval of the Merger Agreement by Synovus and Pinnacles shareholders;

authorization for listing on the NYSE of the shares of Newco common stock and Newco preferred stock (or any depositary shares in respect thereof) to be issued in connection with the Merger;

the receipt of required regulatory approvals;

effectiveness of the registration statement on Form S-4 to be filed by Newco in connection with the Merger; and

the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger or any of the other transactions contemplated by the Merger Agreement.

Each partys obligation to complete the Merger is also subject to certain additional customary conditions, including:

subject to certain exceptions, the accuracy of the representations and warranties of the other party;

performance in all material respects by the other party of its obligations under the Merger Agreement; and

receipt by such party of an opinion from its counsel to the effect that such partys merger with and into Newco will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

These conditions to the closing of the Merger may not be fulfilled in a timely manner, or at all, and, accordingly, the Merger may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after receipt of the requisite approvals by our shareholders or Pinnacles shareholders, or either party may elect to terminate the Merger Agreement in certain other circumstances.

As a condition to granting required regulatory approvals, governmental entities may impose conditions, limitations or costs, require divestitures or place restrictions on the conduct of the combined company after the closing of the Merger. Such conditions or changes and the process of obtaining regulatory approvals could, among other things, have the effect of delaying completion of the Merger or of imposing additional costs or limitations on the combined company following the Merger, any of which may have an adverse effect on us or the combined company following the Merger.

Either party may also be subject to lawsuits challenging the Merger, and adverse rulings in these lawsuits may delay or prevent the Merger from being completed or require either party to incur significant costs to defend or settle these lawsuits. Any

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delay in completing the Merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected time frame.

We expect to incur substantial expenses related to the Merger.

We have incurred and expect to incur a number of costs associated with the Merger and the integration of our business with Pinnacles business. These costs include financial advisory, legal, accounting, consulting and other advisory fees, severance/employee benefitrelated costs, public company filing fees and other regulatory fees and financial printing and other related costs. There are also a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated.

While we have assumed that a certain level of costs will be incurred, there are many factors beyond our control that could affect the total amount or the timing of the integration expenses. Moreover, many of the expenses that we will incur are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale. These integration expenses may result in charges against earnings as a result of the Merger or the integration of our business with Pinnacles business, and the amount and timing of such charges are uncertain at present.

We may fail to realize all of the anticipated benefits of the Merger, or those benefits may take longer to realize than expected due to factors that may be outside our control or Pinnacles control.

We may fail to realize the anticipated benefits of the proposed Merger, including, among other things, anticipated revenue and cost synergies, due to factors that may be outside either partys control, including, but not limited to, changes in laws or regulations or in the interpretation of existing laws or regulations, whether caused by a change in government or otherwise, or general economic, political, legislative or regulatory conditions, and the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against us, Pinnacle or the combined company.

Both parties have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on the successful integration of our operations with Pinnacles operations in a manner that results in various benefits and that does not materially disrupt existing client relationships or result in decreased revenues due to loss of clients. The process of integrating operations could result in a loss of key personnel or cause an interruption of, or loss of momentum in, the activities of one or more of the combined companys businesses following the completion of the Merger. Inconsistencies in standards, controls, procedures and policies could adversely affect the combined company following the completion of the Merger. The diversion of managements attention and any delays or difficulties encountered in connection with the Merger and the integration of Pinnacles operations with our operations could have an adverse effect on the business, financial condition, operating results and prospects of the combined company.

If we experience difficulties in the integration process, including those listed above, we may fail to realize the anticipated benefits of the Merger in a timely manner, or at all.

Future results of the combined company may suffer if it does not effectively manage its expanded operations and increased size following the Merger.

Following the Merger, the size of the combined company will increase significantly beyond our current size. The combined companys future success depends, in part, upon its ability to manage its expanded business and increased size, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurances that the combined company will be successful or that the combined company will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the Merger.

In addition, following the Merger, the combined company may be subject to increased scrutiny by, and/or additional regulatory requirements of, governmental authorities as a result of the Merger or the size, scope and complexity of the combined companys business operations, which may have an adverse effect on its business, operations or stock price. We expect the combined company will be subject to heightened supervision under the Federal Reserve Boards enhanced prudential standards for large banks as a result of the combined company having total assets in excess of $100 billion and therefore becoming a Category IV institution under the tailoring framework. The transition to heightened supervision and classification as a Category IV institution is a significant regulatory hurdle and involves additional liquidity risk management requirements, more onerous internal liquidity stress testing and liquidity buffer requirements, supervisory stress testing, the stress capital buffer, additional capital planning requirements, additional reporting to the Federal Reserve and more comprehensive resolution plan filings with the FDIC.

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While the Merger is pending, we will be subject to business uncertainties and contractual restrictions that could adversely affect our business and operations.

Uncertainty about the effect of the Merger on employees, clients, suppliers and other persons with whom we or Pinnacle have a business relationship may have an adverse effect on our business, operations and stock price. Existing clients, suppliers and other business partners of ours and of Pinnacle could decide to no longer do business with us or with Pinnacle before the completion of the Merger or with the combined company after the Merger is completed, reducing its anticipated benefits. Both parties are also subject to certain restrictions on the conduct of our respective businesses while the Merger is pending. As a result, certain projects may be delayed or abandoned, and business decisions could be deferred. Employee retention may be challenging for us and Pinnacle before completion of the Merger, as certain employees may experience uncertainty about their future roles with the combined company following the Merger, and these retention challenges will require us to incur additional expenses in order to retain key employees. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company following the Merger, the benefits of the Merger could be materially diminished.