Synchrony sells $750M 2032 senior notes

Synchrony Financial entered into an underwriting agreement to issue and sell $750,000,000 aggregate principal amount of 4.947% Fixed-to-Floating Rate Senior Notes due 2032 in a public offering under its existing shelf registration statement.

Rhea-AI Filing Summary

Synchrony Financial entered into an underwriting agreement to issue and sell $750,000,000 aggregate principal amount of 4.947% Fixed-to-Floating Rate Senior Notes due 2032 in a public offering under its existing shelf registration statement.

The notes will be issued under an existing base indenture with The Bank of New York Mellon as trustee, as amended by prior supplemental indentures and a new Fifteenth Supplemental Indenture dated February 25, 2026. Major underwriters include BofA Securities, J.P. Morgan Securities and Mizuho Securities USA.

Insights

Credit & Capital Structure Analyst

Synchrony adds $750M in senior notes, modestly increasing funding.

Synchrony Financial is issuing $750,000,000 of 4.947% Fixed-to-Floating Rate Senior Notes due 2032 through a public offering. The notes rank as senior unsecured debt under an existing indenture structure with The Bank of New York Mellon as trustee.

This transaction expands the company’s term funding at a fixed-to-floating coupon, which can help manage interest-rate exposure over time. Actual impact on leverage, interest expense and credit metrics will depend on how the proceeds are deployed and broader funding plans disclosed in future reports.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Synchrony Financial (SYF) announce in this 8-K filing?

Synchrony Financial announced it entered an underwriting agreement to issue and sell $750,000,000 of 4.947% Fixed-to-Floating Rate Senior Notes due 2032 in a public offering under its shelf registration statement on Form S-3.

What type of securities is Synchrony Financial (SYF) offering?

Synchrony Financial is offering 4.947% Fixed-to-Floating Rate Senior Notes due 2032. These are senior unsecured debt securities with an initial fixed interest rate that will later reset to a floating rate, issued under the company’s existing indenture with The Bank of New York Mellon.

What is the total principal amount of Synchrony Financial’s new notes?

The total principal amount of the new notes is $750,000,000. This aggregate principal amount of 4.947% Fixed-to-Floating Rate Senior Notes due 2032 will be sold in a public offering pursuant to Synchrony Financial’s effective shelf registration statement on Form S-3.

Who are the underwriters for Synchrony Financial’s 2032 senior notes?

The underwriting group is led by BofA Securities, Inc., J.P. Morgan Securities LLC, and Mizuho Securities USA LLC as representatives of the several underwriters. They will manage the public offering of the 4.947% Fixed-to-Floating Rate Senior Notes due 2032.

Under what legal framework will Synchrony Financial’s new notes be issued?

The notes will be issued under a long-standing Indenture with The Bank of New York Mellon, consisting of a Base Indenture dated August 11, 2014, a Twelfth Supplemental Indenture dated August 2, 2024, and a Fifteenth Supplemental Indenture dated February 25, 2026.

What law firm provided the validity opinion for Synchrony Financial’s notes?

The law firm Sidley Austin LLP provided the legal opinion on the validity of the notes. Its opinion is incorporated by reference into the registration statement and is filed as Exhibit 5.1, with a related consent included as Exhibit 23.1.

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

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Accepted by SEC EDGAR 02/25/2026 - 04:31 PM Learn about SEC filing dates

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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): February 18, 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 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

Number		Description
1.1		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.
4.1		Fifteenth Supplemental Indenture, dated as of February 25, 2026, between Synchrony Financial and The Bank of New York Mellon, as Trustee.
4.2		Form of 4.947% Fixed-to-Floating Rate Senior Notes due 2032 (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: February 25, 2026				By:		/s/ Jonathan S. Mothner
				Name:		Jonathan S. Mothner
				Title:		Executive Vice President, Chief Risk and Legal Officer

Filing Exhibits & Attachments

7 documents

Other Documents

• EX-1.1 EX-1.1 142.4 KB
• EX-4.1 EX-4.1 130.2 KB
• EX-5.1 EX-5.1 9.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.3 KB