[8-K] SYNCHRONY FINANCIAL Reports Material Event

Rhea-AI Filing Summary

On 25 Jul 2025, Chrome Fields Asset Management LLC, a director and >10% owner of Aureus Greenway Holdings (AGH), reported sizable insider sales on Form 4.

• Disposed of 2,000,000 common shares at $0.975, cutting its direct common stake to 2,352,000 shares.
• Sold its entire holding of 4,000,000 Series A preferred shares at $0.01, leaving 0 preferred shares.

The combined transactions generated roughly $1.96 million in proceeds and materially reduce the insider’s equity exposure.

Insights

Financial Analyst

TL;DR: Large insider sale; signals reduced commitment, modest cash raised, mildly negative for sentiment.

Chrome Fields shed 46% of its common stake and exited preferred holdings, receiving ≈$2 M. While the dollar total is small, percentage-wise the cut is steep for a >10% holder. Such sales can pressure share price and dampen investor confidence unless clearly linked to liquidity needs unrelated to fundamentals. No offsetting purchases were disclosed.

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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): July 29, 2025

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 8.01. Other Events

On July 24, 2025, Synchrony Financial (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I to the Underwriting Agreement (collectively, the “Underwriters”), to issue and sell $500,000,000 aggregate principal amount of 5.019% Fixed-to-Floating Rate Senior Notes due 2029 (the “2029 Notes”) and $500,000,000 aggregate principal amount of 6.000% Fixed-to-Floating Rate Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the “Notes”) 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 Notes will be governed by an Indenture, dated as of August 11, 2014 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as amended and supplemented on August 2, 2024 and as further supplemented by a Fourteenth Supplemental Indenture, dated as of July 29, 2025 (the “Fourteenth Supplemental Indenture”), between the Company and the Trustee (as so supplemented, the “Indenture”).

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. The foregoing summary of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Fourteenth Supplemental Indenture filed as Exhibit 4.1 hereto, and the forms of the Notes of each series, which are included in Exhibit 4.1 hereto, each of which is incorporated by reference into this Item 8.01 and into the Registration Statement, the Twelfth Supplemental Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 2, 2024, and the Base Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 13, 2014.

A copy of the opinion of Sidley Austin LLP, relating to the validity of the Notes, is incorporated by reference into the Registration Statement and is filed as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number		Description
1.1		Underwriting Agreement, dated July 24, 2025, among Synchrony Financial and BofA Securities, Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto.
4.1		Fourteenth Supplemental Indenture, dated as of July 29, 2025, between Synchrony Financial and The Bank of New York Mellon, as Trustee.
4.2		Form of 5.019% Fixed-to-Floating Rate Senior Notes due 2029 (included in Exhibit 4.1 hereto).
4.3		Form of 6.000% Fixed-to-Floating Rate Senior Notes due 2036 (included in Exhibit 4.1 hereto).
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: July 29, 2025				By:		/s/ Jonathan S. Mothner
				Name:		Jonathan S. Mothner
				Title:		Executive Vice President, Chief Risk and Legal Officer