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Synchrony Financial (NYSE: SYF) plans $600M 2030 and $500M 2037 notes

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

Rhea-AI Filing Summary

Synchrony Financial entered into an underwriting agreement on July 28, 2026 with J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, to issue and sell senior debt securities in a public offering.

The company plans to offer $600,000,000 aggregate principal amount of 5.450% Fixed-to-Floating Rate Senior Notes due 2030 and $500,000,000 aggregate principal amount of 6.276% Fixed-to-Floating Rate Senior Notes due 2037 under its Registration Statement on Form S-3 (File No. 333-288729). The Notes will be issued under an Indenture with The Bank of New York Mellon as trustee, consisting of a Base Indenture dated August 11, 2014, as supplemented by the Twelfth Supplemental Indenture dated August 2, 2024 and the Sixteenth Supplemental Indenture dated July 31, 2026. A legal opinion from Sidley Austin LLP on the validity of the Notes is also provided as an exhibit.

Positive

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Negative

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Filing Explained

The filing records an arranged senior-note offering, but does not establish that Synchrony has issued the notes or received proceeds.

Synchrony Financial filed this Form 8-K to report that, on July 28, 2026, it entered an underwriting agreement for a public offering of two senior-note series: $600 million due 2030 and $500 million due 2037. The disclosed structure is debt financing, not an offering of common shares.

The filing documents an agreed offering, but does not state that the notes have been issued or sold, or that proceeds have been received. Its current state is therefore an arranged transaction rather than a completed financing.

The referenced Form S-3 is a shelf registration that provides capacity to sell registered securities in the future; the registration itself does not sell securities. The underwriting agreement is the separate transaction disclosed in this 8-K.

If completed, the transaction would add senior debt securities governed by the stated indenture to Synchrony’s financing structure. The filing does not provide a completed-issuance or proceeds figure to establish the financing’s realized amount.

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.
2030 Notes Principal $600,000,000 Aggregate principal amount of 5.450% Fixed-to-Floating Rate Senior Notes due 2030
2030 Notes Coupon 5.450% Interest rate on Fixed-to-Floating Rate Senior Notes due 2030
2037 Notes Principal $500,000,000 Aggregate principal amount of 6.276% Fixed-to-Floating Rate Senior Notes due 2037
2037 Notes Coupon 6.276% Interest rate on Fixed-to-Floating Rate Senior Notes due 2037
Registration Statement File No. 333-288729 Form S-3 registration statement under which the notes are offered
Underwriting Agreement Date July 28, 2026 Date Synchrony Financial entered into the underwriting agreement
Fixed-to-Floating Rate Senior Notes financial
"5.450% Fixed-to-Floating Rate Senior Notes due 2030"
A fixed-to-floating rate senior note is a debt security that pays interest at a set rate for an initial period and then switches to a variable rate linked to a market benchmark; “senior” means it has higher priority than other debt if the issuer faces trouble. For investors it matters because the switch changes income predictability and exposure to interest-rate swings, while senior status affects the relative safety and recovery prospects of the investment—think of it as a loan that starts with a steady paycheck and later becomes tied to the economy’s pulse.
Underwriting Agreement financial
"entered into an underwriting agreement with J.P. Morgan Securities LLC"
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"
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.
Indenture financial
"The Notes will be governed by an Indenture, dated as of August 11, 2014"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Supplemental Indenture financial
"as amended and supplemented by a Twelfth Supplemental Indenture"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Synchrony Financial (SYF) announce regarding new debt securities?
Synchrony Financial entered an agreement to issue two series of senior notes in a public offering: 5.450% Fixed-to-Floating Rate Senior Notes due 2030 and 6.276% Fixed-to-Floating Rate Senior Notes due 2037, under an existing Form S-3 shelf registration.

How large are the new senior note offerings for Synchrony Financial (SYF)?
The company plans to issue $600,000,000 of 5.450% Fixed-to-Floating Rate Senior Notes due 2030 and $500,000,000 of 6.276% Fixed-to-Floating Rate Senior Notes due 2037, both in registered public offerings.

What are the interest rates and maturities of Synchrony Financial’s (SYF) new notes?
The 2030 series carries a 5.450% fixed-to-floating coupon and the 2037 series a 6.276% fixed-to-floating coupon. The notes mature in 2030 and 2037 respectively, as senior unsecured obligations under the company’s existing indenture structure.

Which banks are underwriting Synchrony Financial’s (SYF) new senior notes?
J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC act as representatives of the underwriters under an underwriting agreement dated July 28, 2026, covering both the 2030 and 2037 senior note offerings.

Which law firm provided the validity opinion for Synchrony Financial’s (SYF) notes?
Sidley Austin LLP provided a legal opinion on the validity of the new senior notes. This opinion is filed as Exhibit 5.1 and incorporated by reference into the company’s Form S-3 registration statement.
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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 28, 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 8.01.

Other Events

On July 28, 2026, Synchrony Financial (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, TD 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 $600,000,000 aggregate principal amount of 5.450% Fixed-to-Floating Rate Senior Notes due 2030 (the “2030 Notes”) and $500,000,000 aggregate principal amount of 6.276% Fixed-to-Floating Rate Senior Notes due 2037 (the “2037 Notes” and, together with the 2030 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 by a Twelfth Supplemental Indenture, dated as of August 2, 2024 (the “Twelfth Supplemental Indenture”), and as further supplemented by a Sixteenth Supplemental Indenture, dated as of July 31, 2026 (the “Sixteenth Supplemental Indenture”), each 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 Sixteenth 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 28, 2026, among Synchrony Financial and J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto.
4.1    Sixteenth Supplemental Indenture, dated as of July 31, 2026, between Synchrony Financial and The Bank of New York Mellon, as Trustee.
4.2    Form of 5.450% Fixed-to-Floating Rate Senior Notes due 2030 (included in Exhibit 4.1 hereto).
4.3    Form of 6.276% Fixed-to-Floating Rate Senior Notes due 2037 (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 31, 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

Filing Exhibits & Attachments

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