On February 18, 2026, Synchrony Financial (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several underwriters listed on Schedule I to the Underwriting Agreement (collectively, the “Underwriters”), to issue and sell $750,000,000 aggregate principal amount of 4.947% Fixed-to-Floating Rate Senior Notes due 2032 (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 Fifteenth Supplemental Indenture, dated as of February 25, 2026 (the “Fifteenth 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 Fifteenth Supplemental Indenture filed as Exhibit 4.1 hereto, and the form of the Notes, which is 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
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| Number |
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Description |
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| 1.1 |
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Underwriting Agreement, dated February 18, 2026, among Synchrony Financial and BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several underwriters listed on Schedule I thereto. |
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| 4.1 |
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Fifteenth Supplemental Indenture, dated as of February 25, 2026, between Synchrony Financial and The Bank of New York Mellon, as Trustee. |
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| 4.2 |
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Form of 4.947% Fixed-to-Floating Rate Senior Notes due 2032 (included in Exhibit 4.1 hereto). |
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| 5.1 |
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Opinion of Sidley Austin LLP. |
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| 23.1 |
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Consent of Sidley Austin LLP (included in Exhibit 5.1 hereto). |
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| 104 |
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
