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  4. [8-K] Synchrony Financial Reports Material Event

Synchrony (NYSE: SYF) sells 500,000 Series C preferred depositary shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Synchrony Financial has issued and sold 500,000 depositary shares, each representing a 1/100th interest in a share of its new 7.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C. These preferred shares carry specific dividend, voting, redemption and liquidation rights.

The company filed a Certificate of Designations in Delaware, which amends its Amended and Restated Certificate of Incorporation to establish the Series C terms. Under these terms, if dividends on the Series C are not declared and paid or set aside for the prior dividend period, Synchrony’s ability to pay dividends on, or repurchase, redeem or otherwise acquire its common stock and certain other preferred stock is restricted.

Synchrony also entered into an underwriting agreement with BofA Securities, Barclays Capital and Morgan Stanley to sell the 500,000 depositary shares in a public offering under its existing Form S-3 registration statement, and a deposit agreement with Computershare to administer the depositary share program.

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Insights

Synchrony adds a new preferred layer with dividend-based restrictions on common payouts.

Synchrony Financial has created a new Series C 7.250% fixed rate reset non-cumulative perpetual preferred stock, issued via 500,000 depositary shares. The Certificate of Designations embeds its rights into the charter, adding another tier in the capital stack alongside existing Series A and B preferreds.

A key feature is that if Series C dividends for the prior period are not declared and paid or set aside, Synchrony faces limits on paying dividends on, or repurchasing, redeeming or otherwise acquiring, its common stock and parity or junior preferred. This makes the Series C dividend an important gating factor for common equity distributions.

The issuance was executed through an underwriting agreement with major underwriters and relies on an existing Form S-3 shelf, with Computershare acting as depositary under a separate deposit agreement effective on June 5, 2026. Future company filings may detail how this preferred issuance interacts with overall capital and dividend plans.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Depositary shares issued 500,000 depositary shares Each represents 1/100th share of Series C preferred
Interest rate 7.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C
Preferred share fraction 1/100th interest Each depositary share equals 1/100th of a Series C share
Certificate of Designations date June 4, 2026 Filed in Delaware, amending certificate of incorporation
Underwriting agreement date June 2, 2026 Agreement with BofA Securities, Barclays Capital and Morgan Stanley
Deposit agreement date June 5, 2026 Deposit Agreement with Computershare entities for depositary receipts
Certificate of Designations regulatory
"The Company filed a Certificate of Designations with the Secretary of State of the State of Delaware"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock financial
"7.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C"
Deposit Agreement regulatory
"the Company entered into a Deposit Agreement, dated as of June 5, 2026"
A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.
Underwriting Agreement financial
"the Company entered into an underwriting agreement (the “Underwriting Agreement”)"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Registration Statement on Form S-3 regulatory
"in a public offering pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-288729)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
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Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 2, 2026

 

 

SYNCHRONY FINANCIAL

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36560   51-0483352

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

777 Long Ridge Road

Stamford, Connecticut

   06902
(Address of principal executive offices)   (Zip Code)

(203) 585-2400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading Symbol(s)

   

Name of each exchange on which registered

Common stock, par value $0.001 per share   SYF    New York Stock Exchange
Depositary Shares Each Representing a 1/40th Interest in a Share of 5.625% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A   SYFPrA    New York Stock Exchange
Depositary Shares Each Representing a 1/40th Interest in a Share of 8.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B   SYFPrB    New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 

 
 

Item 3.03. Material Modification to Rights of Security Holders.

On June 5, 2026, Synchrony Financial (the “Company”) issued and sold 500,000 depositary shares (the “Depositary Shares”), each representing a 1/100th ownership interest in a share of 7.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.001 per share (the “Series C Preferred Stock”). The Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, establishing the voting rights, powers, preferences and privileges, and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the Series C Preferred Stock on June 4, 2026. Holders of the Depositary Shares will be entitled to all proportional rights and preferences of the Series C Preferred Stock (including, dividend, voting, redemption and liquidation rights).

Under the terms of the Series C Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to, or to repurchase, redeem or otherwise acquire its common stock or any preferred stock ranking on parity with or junior to the Series C Preferred Stock, is subject to certain restrictions in the event that the Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series C Preferred Stock for the immediately preceding dividend period.

The description of the terms of the Series C Preferred Stock is qualified in its entirety by reference to the Certificate of Designations, which is included as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In connection with the issuance of the Depositary Shares, the Company entered into a Deposit Agreement, dated as of June 5, 2026 (the “Deposit Agreement”), by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively as depositary, and the holders from time to time of the depositary receipts (the “Depositary Receipts”) evidencing the Depositary Shares. The Series C Preferred Stock were deposited against the delivery of the Depositary Receipts pursuant to the Deposit Agreement. The Deposit Agreement is attached hereto as Exhibit 4.2 and the form of Depositary Receipt is attached hereto as Exhibit 4.3. The foregoing description of the Deposit Agreement is entirely qualified by reference to such exhibit, which is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Certificate of Designations became effective upon filing with the Secretary of State of the State of Delaware and it amends the Company’s Amended and Restated Certificate of Incorporation. The terms of the Series C Preferred Stock are more fully described in Item 3.03 of this Current Report on Form 8-K and the Certificate of Designations, which is attached hereto as Exhibit 4.1, both of which are incorporated by reference herein.

Item 8.01. Other Events.

On June 2, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Barclays Capital Inc. and Morgan Stanley & Co. LLC as representatives of the several underwriters listed on Schedule I to the Underwriting Agreement (collectively, the “Underwriters”), to issue and sell to the Underwriters an aggregate amount of 500,000 Depositary Shares, each representing a 1/100th ownership interest in a share of the Series C Preferred Stock in a public offering pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-288729) (the “Registration Statement”) and a related prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference into this Item 8.01 and into the Registration Statement.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Number    Description
1.1    Underwriting Agreement, dated June 2, 2026, among Synchrony Financial and BofA Securities, Inc., Barclays Capital Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed on Schedule I thereto.
4.1    Certificate of Designations of 7.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, dated June 4, 2026.
4.2    Deposit Agreement, dated June 5, 2026, by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively as Depositary, and the holders from time to time of the depositary receipts described therein.
4.3    Form of Depositary Receipt (included in Exhibit 4.2).
5.1    Opinion of Sidley Austin LLP.
23.1    Consent of Sidley Austin LLP (included in Exhibit 5.1 hereto).
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

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.

 

    SYNCHRONY FINANCIAL
Date: June 5, 2026     By:  

/s/ Jonathan S. Mothner

    Name:   Jonathan S. Mothner
    Title:   Executive Vice President, Chief Risk and Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What new security did Synchrony Financial (SYF) issue in this 8-K?

Synchrony Financial issued 500,000 depositary shares, each representing a 1/100th interest in a share of 7.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C. These depositary shares provide holders with proportional dividend, voting, redemption and liquidation rights tied to the underlying Series C preferred stock.

What are the key terms of Synchrony Financial’s Series C preferred stock?

The Series C is 7.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock with a par value of $0.001 per share. It carries defined dividend, voting, redemption and liquidation rights, all established in a Certificate of Designations filed in Delaware that amends the company’s charter.

How do the Series C preferred stock dividends affect SYF common stock dividends?

If Synchrony does not declare and either pay or set aside enough funds for Series C dividends for the immediately preceding dividend period, it faces restrictions on paying dividends on its common stock and any preferred stock ranking on parity with or junior to the Series C. This directly conditions common equity payouts on preferred dividends.

What agreements support the issuance of Synchrony’s new depositary shares?

Synchrony entered an underwriting agreement on June 2, 2026, with BofA Securities, Barclays Capital and Morgan Stanley to sell 500,000 depositary shares in a public offering. It also executed a deposit agreement on June 5, 2026, with Computershare entities to administer the depositary receipts program.

How were Synchrony Financial’s Series C depositary shares offered to investors?

The 500,000 depositary shares were sold to underwriters under an agreement dated June 2, 2026, for a public offering made pursuant to Synchrony’s Registration Statement on Form S-3 (File No. 333-288729) and a related prospectus and prospectus supplement filed with the Securities and Exchange Commission.

What corporate document did Synchrony file to create the Series C preferred stock?

Synchrony filed a Certificate of Designations with the Secretary of State of Delaware on June 4, 2026. This document defines the voting rights, powers, preferences, privileges and limitations of the Series C preferred stock and amends the company’s Amended and Restated Certificate of Incorporation accordingly.

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