Synovus Financial Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Major Banks
Finance
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement | ||||
On December 9, 2025, Synovus Bank (the “Bank”), a wholly-owned subsidiary of Synovus Financial Corp. (the “Company”), issued $500 million aggregate principal amount of its 5.957% Fixed-to-Fixed Rate Subordinated Bank Notes due 2036 (the “Subordinated Notes”). The Subordinated Notes were issued in an offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
The Subordinated Notes were issued under that certain Issuing, Calculation and Paying Agency Agreement, dated as of December 9, 2025, by and between the Bank and The Bank of New York Mellon Trust Company, N.A., as agent. Subject to any redemption prior to January 15, 2036, the Subordinated Notes will bear interest (i) from and including December 9, 2025, to, but excluding, January 15, 2031, at a fixed rate of 5.957% per annum and (ii) from and including January 15, 2031, to, but excluding, January 15, 2036, at a fixed rate that will be the Five-year U.S. Treasury Rate (as defined in the Subordinated Note) as of the day falling two business days prior to January 15, 2031, plus 2.300% per annum. The Subordinated Notes were sold at par resulting in net proceeds, after underwriting commissions and other estimated offering expenses, of approximately $496 million. The Bank intends to use the net proceeds from the sale of the Subordinated Notes for general corporate purposes.
The foregoing description of the Subordinated Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Subordinated Note, which is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | ||||
The information set forth in Item 1.01 above and the full text of the Subordinated Note, which is attached hereto as Exhibit 4.1, is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits | |||||||
| (d) | Exhibits | |||||||
| Exhibit No. | Description | |||||||
| 4.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
Signature
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 hereunto duly authorized.
| SYNOVUS FINANCIAL CORP. | |||||
| Date: December 9, 2025 | By: /s/ Allan E. Kamensky | ||||
| Name: Allan E. Kamensky | |||||
| Title: Executive Vice President and General Counsel | |||||