SYF / Synchrony Financial - SEC提出書類- 年次報告書、委任状説明書

DEPOSIT AGREEMENT SYNCHRONY FINANCIAL, COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Depositary, THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of June 5, 2026

EX-4.2 Exhibit 4.2 DEPOSIT AGREEMENT among SYNCHRONY FINANCIAL, COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of June 5, 2026 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 Section 1.1 Definitions. 1 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SERIES C PREFERRED STOCK, EXECUTION AND DELI

CERTIFICATE OF DESIGNATIONS 7.250% FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C OF SYNCHRONY FINANCIAL

EX-4.1 Exhibit 4.1 CERTIFICATE OF DESIGNATIONS OF 7.250% FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C OF SYNCHRONY FINANCIAL Synchrony Financial, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Sections 141 and 151 thereof, does hereby certify: At a meeting of the Board

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 OF SYNCHRONY FINANCIAL UNDERWRITING AGREEMENT June 2, 2026

EX-1.1 Exhibit 1.1 Execution Version 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 OF SYNCHRONY FINANCIAL UNDERWRITING AGREEMENT June 2, 2026 June 2, 2026 BofA Securities, Inc. Barclays Capital Inc. Morgan Stanley & Co. LLC c/o BofA Securities, Inc. One Bryant Park New York, NY 10036 c/o Barcl

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

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 N

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

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-288729 PROSPECTUS SUPPLEMENT TO THE PROSPECTUS DATED JULY 17, 2025 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 We are offering 500,000 depositary shares, each representing a 1/100th ownership interest in a share of

Security Type

Calculation of Filing Fee Tables S-3 Synchrony Financial Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Depositary Shares Each Representing a 1/100th Interest in a Share of 7.

SUBJECT TO COMPLETION, DATED JUNE 2, 2026

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-288729 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not p

DEPOSITARY SHARES EACH REPRESENTING A 1/100TH INTEREST IN A SHARE OF 7.250% FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C

FWP Pricing Term Sheet Issuer Free Writing Prospectus Dated June 2, 2026 Filed Pursuant to Rule 433 Registration Statement No.

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended April 30, 2026. Apr 30, 2026 Mar 31, 2026 Feb 28, 2026 Jan 31, 2026 Dec 31, 2025 Nov 30, 2025 Oct 31, 2025 Sep 30, 2025 Aug

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 May 15, 2026 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (

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 May 15, 2026 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File Nu

Your Vote Counts! Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V94550-P49055 *Please check the meeting materials for any special requirement

defa14a Your Vote Counts! Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

DEFA14A

Your Vote Counts! Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.

ARS

2025 Annual Report At Synchrony, this is our business—and our commitment. As a leading provider of consumer financial services, we stand at the heart of American commerce and opportunity, partnering with businesses of all sizes to responsibly extend credit that opens doors, builds pathways and creates stronger financial futures for millions of Americans. In 2025, we continued to advance this impor

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended

Exhibit 31(b) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian J.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-36560 (Commission File Number) SYNCHRONY FINANCIAL

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended

Exhibit 31(a) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian D.

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 April 21, 2026 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL

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 April 21, 2026 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File

2.7%

Exhibit 99.1 For Immediate Release Synchrony Financial (NYSE: SYF) April 21, 2026 First Quarter 2026 Results and Key Metrics STAMFORD, Conn - Synchrony Financial (NYSE: SYF) today announced first quarter 2026 net earnings of $805 million, or $2.27 per diluted share, compared to $757 million, or $1.89 per diluted share in the first quarter 2025. The Company announced that the Board of Directors app

April 21, 2026 FIRST QUARTER 2026 FINANCIAL RESULTS 2 Disclaimers Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial result

a1q26earningspresentatio April 21, 2026 FIRST QUARTER 2026 FINANCIAL RESULTS 2 Disclaimers Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial results and should be read in conjunction with the earnings release and financial supplement included as exhibits to our Current Report on Form 8-K filed today and available on our website (www.

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 April 21, 2026 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL

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 April 21, 2026 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File

Rate(1)

Exhibit 99.2 SYNCHRONY FINANCIAL FINANCIAL SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Mar 31, 2026 Dec 31, 2025 Sep 30, 2025 Jun 30, 2025 Mar 31, 2025 1Q'26 vs. 1Q'25 EARNINGS Net interest income $ 4,635 $ 4,761 $ 4,720 $ 4,521 $ 4,464 $ 171 3.8 % Retailer share arrangements (1,070) (1,094) (1,024) (992) (895) (175) 19.6 % Provision for credit losses 1,335 1,442 1,

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended March 31, 2026. Mar 31, 2026 Feb 28, 2026 Jan 31, 2026 Dec 31, 2025 Nov 30, 2025 Oct 31, 2025 Sep 30, 2025 Aug 31, 2025 Jul

Explanation of Non-GAAP Measures

Exhibit 99.4 Explanation of Non-GAAP Measures The information provided in this Form 8-K and exhibits includes measures which are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). We present certain capital measures in this Form 8-K and exhibits. Our “Tier 1 Capital and Credit Loss Reserve Ratio” is not required by regulators to be disclosed, and therefore is c

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 March 10, 2026 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL

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 March 10, 2026 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended February 28, 2026. Feb 28, 2026 Jan 31, 2026 Dec 31, 2025 Nov 30, 2025 Oct 31, 2025 Sep 30, 2025 Aug 31, 2025 Jul 31, 2025

SYNCHRONY FINANCIAL THE BANK OF NEW YORK MELLON, as Trustee FIFTEENTH SUPPLEMENTAL INDENTURE Dated as of February 25, 2026 to the Dated as of August 11, 2014

EX-4.1 Exhibit 4.1 Execution Version SYNCHRONY FINANCIAL AND THE BANK OF NEW YORK MELLON, as Trustee FIFTEENTH SUPPLEMENTAL INDENTURE Dated as of February 25, 2026 to the INDENTURE Dated as of August 11, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Relation to Base Indenture 1 Section 1.02. Definition of Terms 1 ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES Section 2.01.

SYNCHRONY FINANCIAL $750,000,000 4.947% FIXED-TO-FLOATING RATE SENIOR NOTES DUE 2032 UNDERWRITING AGREEMENT February 18, 2026

EX-1.1 Exhibit 1.1 Execution Version SYNCHRONY FINANCIAL $750,000,000 4.947% FIXED-TO-FLOATING RATE SENIOR NOTES DUE 2032 UNDERWRITING AGREEMENT February 18, 2026 February 18, 2026 BofA Securities, Inc. J.P. Morgan Securities LLC Mizuho Securities USA LLC c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o J.P. Morgan Securities LLC 270 Park Avenue New York, New York 10017 c/o M

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 FINAN

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 F

Security Type

Calculation of Filing Fee Tables S-3 Synchrony Financial Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 4.

$750,000,000 4.947% Fixed-to-Floating Rate Senior Notes due 2032

424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-288729 PROSPECTUS SUPPLEMENT TO THE PROSPECTUS DATED JULY 17, 2025 $750,000,000 4.947% Fixed-to-Floating Rate Senior Notes due 2032 We are offering $750,000,000 aggregate principal amount of 4.947% Fixed-to-Floating Rate Senior Notes due 2032 (the “notes”). During the period from, and including, the issue date, to, but excluding, February

$750,000,000 4.947% Fixed-to-Floating Rate Senior Notes due 2032 (the “Notes”) (the “Offering”)

FWP Pricing Term Sheet Issuer Free Writing Prospectus Dated February 18, 2026 Filed Pursuant to Rule 433 Registration Statement No.

SUBJECT TO COMPLETION, DATED FEBRUARY 18, 2026

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-288729 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor do they solicit an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO

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 February 10, 2026 Date of Report (Date of earliest event reported) SYNCHRONY FINANC

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 February 10, 2026 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fi

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended January 31, 2026. Jan 31, 2026 Dec 31, 2025 Nov 30, 2025 Oct 31, 2025 Sep 30, 2025 Aug 31, 2025 Jul 31, 2025 Jun 30, 2025 M

AMENDMENT NO. 1 TO SYNCHRONY FINANCIAL 2024 LONG-TERM INCENTIVE PLAN

Exhibit 10.136 AMENDMENT NO. 1 TO SYNCHRONY FINANCIAL 2024 LONG-TERM INCENTIVE PLAN WHEREAS, Synchrony Financial (the “Company”) has heretofore adopted the Synchrony Financial 2024 Long-Term Incentive Plan (the “Plan”) which was approved by stockholders effective June 11, 2024 at the Company’s 2024 Annual Meeting of Stockholders; and WHEREAS, the Company wishes to amend the Plan to permit the issu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-36560 (Commission File Number) SYNCHRONY FIN

DESCRIPTION OF REGISTRANT’S SECURITIES

Exhibit 4.31 DESCRIPTION OF REGISTRANT’S SECURITIES As of the date of the Annual Report on Form 10-K of which this Exhibit is a part, Synchrony Financial, a Delaware corporation, had three classes of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: (i) Common Stock, par value $0.001 per share (the “common stock”); (ii) depositary shares, each represe

SYNCHRONY FINANCIAL Incentive-Based Compensation Recovery Policy

Exhibit 97 SYNCHRONY FINANCIAL Incentive-Based Compensation Recovery Policy Section 1.

List of Subsidiaries Name of Subsidiary Jurisdiction of Organization CareCredit LLC California Retail Finance Credit Services, LLC Delaware Retail Finance International Holdings, Inc. Delaware Retail Finance Servicing, LLC Delaware RFS Holding, Inc.

Exhibit 21 List of Subsidiaries Name of Subsidiary Jurisdiction of Organization CareCredit LLC California Retail Finance Credit Services, LLC Delaware Retail Finance International Holdings, Inc.

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended

Exhibit 31(b) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian J.

Synchrony Financial Insider Trading Policy Amended and Restated: December 5, 2025

Exhibit 19 Synchrony Financial Insider Trading Policy Amended and Restated: December 5, 2025 Contents What to Know & Applicability Employee Responsibilities Derivative Transactions; Margin Accounts and Pledging Additional Restrictions and Requirements applicable to Directors, Section 16 Officers and certain other Company Employees Definitions, Guidelines and Examples Additional responsibilities of Leaders Violations Policy Governance What to Know & Applicability Synchrony Financial (“Synchrony”) and its subsidiaries and affiliates (collectively, the “Company”) are committed to the principles of fair and open markets for publicly traded securities throughout the world.

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended

Exhibit 31(a) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian D.

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 January 27, 2026 Date of Report (Date of earliest event reported) SYNCHRONY FINANCI

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 January 27, 2026 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fil

January 27, 2026 FOURTH QUARTER 2025 FINANCIAL RESULTS Exhibit 99.3 2 Disclaimers Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly

a4q25earningspresentatio January 27, 2026 FOURTH QUARTER 2025 FINANCIAL RESULTS Exhibit 99.

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended December 31, 2025. Dec 31, 2025 Nov 30, 2025 Oct 31, 2025 Sep 30, 2025 Aug 31, 2025 Jul 31, 2025 Jun 30, 2025 May 31, 2025

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 January 27, 2026 Date of Report (Date of earliest event reported) SYNCHRONY FINANCI

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 January 27, 2026 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fil

2.5%

Exhibit 99.1 For Immediate Release Synchrony Financial (NYSE: SYF) January 27, 2026 Fourth Quarter 2025 Results and Key Metrics STAMFORD, Conn - Synchrony Financial (NYSE: SYF) today announced fourth quarter 2025 net earnings of $751 million, or $2.04 per diluted share, and included a $51 million after-tax restructuring charge related to a voluntary employee early retirement program, or $0.14 per

Rate(1)

Exhibit 99.2 SYNCHRONY FINANCIAL FINANCIAL SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Twelve Months Ended Dec 31, 2025 Sep 30, 2025 Jun 30, 2025 Mar 31, 2025 Dec 31, 2024 4Q'25 vs. 4Q'24 Dec 31, 2025 Dec 31, 2024 YTD'25 vs. YTD'24 EARNINGS Net interest income $ 4,761 $ 4,720 $ 4,521 $ 4,464 $ 4,592 $ 169 3.7 % $ 18,466 $ 18,011 $ 455 2.5 % Retailer share arrangemen

Explanation of Non-GAAP Measures

Exhibit 99.4 Explanation of Non-GAAP Measures The information provided in this Form 8-K and exhibits includes measures which are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). We present certain capital measures in this Form 8-K and exhibits. Our “fully-phased Tier 1 Capital and Credit Loss Reserve Ratio” is not required by regulators to be disclosed, and t

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 December 9, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCI

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 December 9, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fil

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended November 30, 2025. Nov 30, 2025 Oct 31, 2025 Sep 30, 2025 Aug 31, 2025 Jul 31, 2025 Jun 30, 2025 May 31, 2025 Apr 30, 2025

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended October 31, 2025. Oct 31, 2025 Sep 30, 2025 Aug 31, 2025 Jul 31, 2025 Jun 30, 2025 May 31, 2025 Apr 30, 2025 Mar 31, 2025 F

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 November 12, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANC

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 November 12, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fi

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended

Exhibit 31(a) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-36560 (Commission File Number) SYNCHRONY FINAN

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended

Exhibit 31(b) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian J.

Rate(1)

Exhibit 99.2 SYNCHRONY FINANCIAL FINANCIAL SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Nine Months Ended Sep 30, 2025 Jun 30, 2025 Mar 31, 2025 Dec 31, 2024 Sep 30, 2024 3Q'25 vs. 3Q'24 Sep 30, 2025 Sep 30, 2024 YTD'25 vs. YTD'24 EARNINGS Net interest income $ 4,720 $ 4,521 $ 4,464 $ 4,592 $ 4,609 $ 111 2.4 % $ 13,705 $ 13,419 $ 286 2.1 % Retailer share arrangements

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 October 15, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCI

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 October 15, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fil

3.6%

Exhibit 99.1 For Immediate Release Synchrony Financial (NYSE: SYF) October 15, 2025 Third Quarter 2025 Results and Key Metrics STAMFORD, Conn - Synchrony Financial (NYSE: SYF) today announced third quarter 2025 net earnings of $1.1 billion, or $2.86 per diluted share, compared to $789 million, or $1.94 per diluted share in the third quarter 2024. In September, the Company’s Board approved an incre

Explanation of Non-GAAP Measures

Exhibit 99.4 Explanation of Non-GAAP Measures The information provided in this Form 8-K and exhibits includes measures which are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). We present certain capital measures in this Form 8-K and exhibits. Our “fully-phased Tier 1 Capital and Credit Loss Reserve Ratio” is not required by regulators to be disclosed, and t

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended September 30, 2025. Sep 30, 2025 Aug 31, 2025 Jul 31, 2025 Jun 30, 2025 May 31, 2025 Apr 30, 2025 Mar 31, 2025 Feb 28, 2025

October 15, 2025 THIRD QUARTER 2025 FINANCIAL RESULTS Exhibit 99.3 2 Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial res

a3q25earningspresentatio October 15, 2025 THIRD QUARTER 2025 FINANCIAL RESULTS Exhibit 99.

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 October 15, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCI

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 October 15, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fil

Synchrony Names Deborah Ellinger to Board of Directors Strategic leader and boardroom veteran enhances expertise in health and wellness, and consumer retail

Exhibit 99.1 NEWS RELEASE Synchrony Names Deborah Ellinger to Board of Directors Strategic leader and boardroom veteran enhances expertise in health and wellness, and consumer retail STAMFORD, Conn. – September 29, 2025 – Synchrony Financial (NYSE: SYF), a premier consumer financial services company, today announced Deborah Ellinger, a former CEO and experienced board member with extensive experie

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 September 26, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINAN

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 September 26, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission F

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended August 31, 2025. Aug 31, 2025 Jul 31, 2025 Jun 30, 2025 May 31, 2025 Apr 30, 2025 Mar 31, 2025 Feb 28, 2025 Jan 31, 2025 De

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 September 10, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINAN

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 September 10, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission F

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 August 15, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIA

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 August 15, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended July 31, 2025. Jul 31, 2025 Jun 30, 2025 May 31, 2025 Apr 30, 2025 Mar 31, 2025 Feb 28, 2025 Jan 31, 2025 Dec 31, 2024 Nov

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 August 5, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL

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 August 5, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File

SYNCHRONY FINANCIAL THE BANK OF NEW YORK MELLON, as Trustee FOURTEENTH SUPPLEMENTAL INDENTURE Dated as of July 29, 2025 to the Dated as of August 11, 2014

EX-4.1 Exhibit 4.1 SYNCHRONY FINANCIAL AND THE BANK OF NEW YORK MELLON, as Trustee FOURTEENTH SUPPLEMENTAL INDENTURE Dated as of July 29, 2025 to the INDENTURE Dated as of August 11, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Relation to Base Indenture 2 Section 1.02. Definition of Terms 2 ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES Section 2.01. Designation and Princ

Other Events

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

SYNCHRONY FINANCIAL $500,000,000 5.019% FIXED-TO-FLOATING RATE SENIOR NOTES DUE 2029 $500,000,000 6.000% FIXED-TO-FLOATING RATE SENIOR NOTES DUE 2036 UNDERWRITING AGREEMENT July 24, 2025

EX-1.1 Exhibit 1.1 SYNCHRONY FINANCIAL $500,000,000 5.019% FIXED-TO-FLOATING RATE SENIOR NOTES DUE 2029 $500,000,000 6.000% FIXED-TO-FLOATING RATE SENIOR NOTES DUE 2036 UNDERWRITING AGREEMENT July 24, 2025 July 24, 2025 BofA Securities, Inc. Mizuho Securities USA LLC Wells Fargo Securities, LLC c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Mizuho Securities USA LLC 1271 Av

$1,000,000,000 $500,000,000 5.019% Fixed-to-Floating Rate Senior Notes due 2029 $500,000,000 6.000% Fixed-to-Floating Rate Senior Notes due 2036

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-288729 PROSPECTUS SUPPLEMENT TO THE PROSPECTUS DATED JULY 17, 2025 $1,000,000,000 $500,000,000 5.019% Fixed-to-Floating Rate Senior Notes due 2029 $500,000,000 6.000% Fixed-to-Floating Rate Senior Notes due 2036 We are offering $500,000,000 aggregate principal amount of 5.019% Fixed-to-Floating Rate Senior Notes due 2029 (the

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 Synchrony Financial Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 5.

SUBJECT TO COMPLETION, DATED JULY 24, 2025

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-288729 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor do they solicit an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO

$500,000,000 5.019% Fixed-to-Floating Rate Senior Notes due 2029 (the “2029 Notes”) $500,000,000 6.000% Fixed-to-Floating Rate Senior Notes due 2036 (the “2036 Notes”) (together, the “Notes” for this “Offering”)

FWP Pricing Term Sheet Issuer Free Writing Prospectus Dated July 24, 2025 Filed Pursuant to Rule 433 Registration Statement No.

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

Exhibit 31(b) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian J.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-36560 (Commission File Number) SYNCHRONY FINANCIAL

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

Exhibit 31(a) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian D.

Rate(1)

Exhibit 99.2 SYNCHRONY FINANCIAL FINANCIAL SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Six Months Ended Jun 30, 2025 Mar 31, 2025 Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 2Q'25 vs. 2Q'24 Jun 30, 2025 Jun 30, 2024 YTD'25 vs. YTD'24 EARNINGS Net interest income $ 4,521 $ 4,464 $ 4,592 $ 4,609 $ 4,405 $ 116 2.6 % $ 8,985 $ 8,810 $ 175 2.0 % Retailer share arrangements (9

3.2%

Exhibit 99.1 For Immediate Release Synchrony Financial (NYSE: SYF) July 22, 2025 Second Quarter 2025 Results and Key Metrics STAMFORD, Conn - Synchrony Financial (NYSE: SYF) today announced second quarter 2025 net earnings of $967 million, or $2.50 per diluted share, compared to $643 million, or $1.55 per diluted share in the second quarter 2024. CEO Commentary “Synchrony’s second quarter performa

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended June 30, 2025. Jun 30, 2025 May 31, 2025 Apr 30, 2025 Mar 31, 2025 Feb 28, 2025 Jan 31, 2025 Dec 31, 2024 Nov 30, 2024 Oct

Explanation of Non-GAAP Measures

Exhibit 99.4 Explanation of Non-GAAP Measures The information provided in this Form 8-K and exhibits includes measures which are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). We present certain capital measures in this Form 8-K and exhibits. Our “fully-phased Tier 1 Capital and Credit Loss Reserve Ratio” is not required by regulators to be disclosed, and t

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 July 22, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL

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 July 22, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File N

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 July 22, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL

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 July 22, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File N

July 22, 2025 SECOND QUARTER 2025 FINANCIAL RESULTS Exhibit 99.3 2 Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial resul

a2q25earningspresentatio July 22, 2025 SECOND QUARTER 2025 FINANCIAL RESULTS Exhibit 99.

Filing Fee Table

Calculation of Filing Fee Tables S-3 Synchrony Financial Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Senior Debt Securities 457(r) 0.

Statement of Eligibility of Trustee on Form T-1 for The Bank of New York Mellon for the Senior Indenture, dated as of August 11, 2014

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (Juris

Statement of Eligibility of Trustee on Form T-1 for The Bank of New York Mellon for the Subordinated Indenture, dated as of February 2, 2023

EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516

As filed with the Securities and Exchange Commission on July 17, 2025

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on July 17, 2025 Registration No.

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 June 17, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL

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 June 17, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File N

Regulation FD Disclosure, Financial Statements and Exhibits

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 June 10, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File N

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended May 31, 2025. May 31, 2025 Apr 30, 2025 Mar 31, 2025 Feb 28, 2025 Jan 31, 2025 Dec 31, 2024 Nov 30, 2024 Oct 31, 2024 Sep 3

OnePay and Synchrony to Launch New Industry-Leading Credit Card Program With Walmart; Credit Card to Be Powered by Mastercard and Set to Go Live This Fall Synchrony to become exclusive issuer of OnePay credit cards at Walmart, with the credit card ex

Exhibit 99.1 OnePay and Synchrony to Launch New Industry-Leading Credit Card Program With Walmart; Credit Card to Be Powered by Mastercard and Set to Go Live This Fall Synchrony to become exclusive issuer of OnePay credit cards at Walmart, with the credit card experience embedded inside the OnePay app The program will add credit cards to OnePay’s growing portfolio of financial services products, h

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 June 9, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (

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 June 9, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File Nu

Regulation FD Disclosure, Financial Statements and Exhibits

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 May 15, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File Nu

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended April 30, 2025. Apr 30, 2025 Mar 31, 2025 Feb 28, 2025 Jan 31, 2025 Dec 31, 2024 Nov 30, 2024 Oct 31, 2024 Sep 30, 2024 Aug

ARS

2024 Annual Report Synchrony Annual Report 2024Dear Synchrony Stakeholders, In 2024, Synchrony deepened our role within the heart of American commerce and opportunity by providing access to credit for tens of millions of Americans to help them pay for the things that matter.

Your Vote Counts! *Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.co

Your Vote Counts! *Please check the meeting materials for any special requirements for meeting attendance.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

Exhibit 31(b) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian J.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-36560 (Commission File Number) SYNCHRONY FINANCIAL

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

Exhibit 31(a) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 April 22, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended March 31, 2025. Mar 31, 2025 Feb 28, 2025 Jan 31, 2025 Dec 31, 2024 Nov 30, 2024 Oct 31, 2024 Sep 30, 2024 Aug 31, 2024 Jul

2.5%

Exhibit 99.1 For Immediate Release Synchrony Financial (NYSE: SYF) April 22, 2025 First Quarter 2025 Results and Key Metrics STAMFORD, Conn - Synchrony Financial (NYSE: SYF) today announced first quarter 2025 net earnings of $757 million, or $1.89 per diluted share, compared to $1.3 billion, or $3.14 per diluted share in the first quarter 2024. Excluding the $802 million post-tax impact of the Pet

Rate(1)

Exhibit 99.2 SYNCHRONY FINANCIAL FINANCIAL SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Mar 31, 2025 Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 1Q'25 vs. 1Q'24 EARNINGS Net interest income $ 4,464 $ 4,592 $ 4,609 $ 4,405 $ 4,405 $ 59 1.3 % Retailer share arrangements (895) (919) (914) (810) (764) (131) 17.1 % Other income 149 128 119 117 1,157 (1,008) (87.1)

Explanation of Non-GAAP Measures

Exhibit 99.4 Explanation of Non-GAAP Measures The information provided in this Form 8-K and exhibits includes measures which are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). We present certain "adjusted" financial information and metrics in this Form 8-K and exhibits. Such measures have been adjusted to exclude the gain on sale recognized in our Condensed

Regulation FD Disclosure, Financial Statements and Exhibits

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 April 22, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File

April 22, 2025 FIRST QUARTER 2025 FINANCIAL RESULTS Exhibit 99.3 2 Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial resul

April 22, 2025 FIRST QUARTER 2025 FINANCIAL RESULTS Exhibit 99.3 2 Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial results and should be read in conjunction with the earnings release and financial supplement included as exhibits to our Current Report on Form 8-K filed t

Regulation FD Disclosure, Financial Statements and Exhibits

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 March 17, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended February 28, 2025. Feb 28, 2025 Jan 31, 2025 Dec 31, 2024 Nov 30, 2024 Oct 31, 2024 Sep 30, 2024 Aug 31, 2024 Jul 31, 2024

Underwriting Agreement, dated March 3, 2025, among Synchrony Financial and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters listed on Schedule I thereto.

Exhibit 1.1 Execution Version SYNCHRONY FINANCIAL $800,000,000 5.450% FIXED-TO-FLOATING RATE SENIOR NOTES DUE 2031 UNDERWRITING AGREEMENT March 3, 2025 March 3, 2025 J.P. Morgan Securities LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o RBC Capita

Other Events

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): March 6, 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

Thirteenth Supplemental Indenture, dated as of March 6, 2025, between Synchrony Financial and The Bank of New York Mellon, as Trustee.

Exhibit 4.1 Execution Version SYNCHRONY FINANCIAL AND THE BANK OF NEW YORK MELLON, as Trustee THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of March 6, 2025 to the INDENTURE Dated as of August 11, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Relation to Base Indenture 2 Section 1.02. Definition of Terms 2 ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES Section 2.01. Designatio

Calculation of Filing Fee Tables (Form Type) SYNCHRONY FINANCIAL (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) SYNCHRONY FINANCIAL (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities  Security  Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward  Form Type Carry Forward  File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be  Paid Debt 5.

$800,000,000 5.450% Fixed-to-Floating Rate Senior Notes due 2031

Filed Pursuant to Rule 424(b)(5) Registration No. 333-266264 PROSPECTUS SUPPLEMENT TO THE PROSPECTUS DATED JULY 21, 2022 $800,000,000 5.450% Fixed-to-Floating Rate Senior Notes due 2031 We are offering $800,000,000 aggregate principal amount of 5.450% Fixed-to-Floating Rate Senior Notes due 2031 (the “notes”). During the period from, and including, the issue date, to, but excluding, March 6, 2030,

$800,000,000 5.450% Fixed-to-Floating Rate Senior Notes due 2031 (the “Notes”) (the “Offering”)

Pricing Term Sheet Issuer Free Writing Prospectus Dated March 3, 2025 Filed Pursuant to Rule 433 Registration Statement No.

SUBJECT TO COMPLETION, DATED MARCH 3, 2025

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266264 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor do they solicit an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPL

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended January 31, 2025. Jan 31, 2025 Dec 31, 2024 Nov 30, 2024 Oct 31, 2024 Sep 30, 2024 Aug 31, 2024 Jul 31, 2024 Jun 30, 2024 M

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 February 10, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANC

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 February 10, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fi

Description of Registrant's Securities

Exhibit 4.28 DESCRIPTION OF REGISTRANT’S SECURITIES As of the date of the Annual Report on Form 10-K of which this Exhibit is a part, Synchrony Financial, a Delaware corporation, had three classes of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: (i) Common Stock, par value $0.001 per share (the “common stock”); (ii) depositary shares, each represe

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended

Exhibit 31(a) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian D.

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended

Exhibit 31(b) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian J.

Synchrony Financial Insider Trading Policy

Exhibit 19 Synchrony Financial Insider Trading Policy Amended and Restated: December 6, 2024 Contents What to Know & Applicability Employee Responsibilities Derivative Transactions; Margin Accounts and Pledging Additional Restrictions and Requirements applicable to Directors, Section 16 Officers and certain other Company Employees Definitions, Guidelines and Examples Additional responsibilities of Leaders Violations Policy Governance What to Know & Applicability Synchrony Financial (“Synchrony”) and its subsidiaries and affiliates (collectively, the “Company”) are committed to the principles of fair and open markets for publicly traded securities throughout the world.

Subsidiaries of the Registrant

Exhibit 21 List of Subsidiaries Name of Subsidiary Jurisdiction of Organization CareCredit LLC California Loop Commerce, LLC Delaware Retail Finance Credit Services, LLC Delaware Retail Finance International Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-36560 (Commission File Number) SYNCHRONY FIN

Policy Relating to Recovery of Erroneously Awarded Compensation

Exhibit 97 SYNCHRONY FINANCIAL Incentive-Based Compensation Recovery Policy Section 1.

EX-24

POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, James Raby, Daniel Riemer, David Rothenberg and Brenda Schulz

EX-99

EX-99 3 ITEM7.txt EXHIBIT 99: ITEM 7 BlackRock Life Limited BlackRock Advisors, LLC Aperio Group, LLC BlackRock France SAS BlackRock (Netherlands) B.V. BlackRock Institutional Trust Company, National Association BlackRock Asset Management Ireland Limited BlackRock Financial Management, Inc. BlackRock Japan Co., Ltd. BlackRock Asset Management Schweiz AG BlackRock Investment Management, LLC BlackRo

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 January 28, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fil

4Q'24 FINANCIAL RESULTS January 28, 2025 Exhibit 99.3 2 Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial results and shou

a4q24earningspresentatio 4Q'24 FINANCIAL RESULTS January 28, 2025 Exhibit 99.3 2 Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial results and should be read in conjunction with the earnings release and financial supplement included as exhibits to our Current Report on Fo

2.6%

Exhibit 99.1 For Immediate Release Synchrony Financial (NYSE: SYF) January 28, 2025 Fourth Quarter 2024 Results and Key Metrics STAMFORD, Conn - Synchrony Financial (NYSE: SYF) today announced fourth quarter 2024 net earnings of $774 million, or $1.91 per diluted share, compared to $440 million, or $1.03 per diluted share in the fourth quarter 2023. CEO Commentary “Synchrony's fourth quarter perfo

Regulation FD Disclosure, Financial Statements and Exhibits

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 January 28, 2025 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fil

Rate(1)

Exhibit 99.2 SYNCHRONY FINANCIAL FINANCIAL SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Twelve Months Ended Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 4Q'24 vs. 4Q'23 Dec 31, 2024 Dec 31, 2023 YTD'24 vs. YTD'23 EARNINGS Net interest income $ 4,592 $ 4,609 $ 4,405 $ 4,405 $ 4,466 $ 126 2.8 % $ 18,011 $ 16,999 $ 1,012 6.0 % Retailer share arrangem

Explanation of Non-GAAP Measures

Exhibit 99.4 Explanation of Non-GAAP Measures The information provided in this Form 8-K and exhibits includes measures which are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). We present certain capital measures in this Form 8-K and exhibits. Our “fully-phased Tier 1 Capital and Credit Loss Reserve Ratio” is not required by regulators to be disclosed, and t

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended December 31, 2024. Year over year the 30+ delinquency rate at December 31, 2024 was flat, primarily reflecting the impact o

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 December 10, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANC

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 December 10, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fi

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended November 30, 2024. The year over year increase in the 30+ delinquency rate at November 30, 2024 and the year over year incr

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended October 31, 2024. The year over year increase in the 30+ delinquency rate at October 31, 2024 and the year over year increa

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 November 15, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANC

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 November 15, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fi

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

Exhibit 31(b) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian J.

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

Exhibit 31(a) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-36560 (Commission File Number) SYNCHRONY FINAN

Regulation FD Disclosure, Financial Statements and Exhibits

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 October 16, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fil

Explanation of Non-GAAP Measures

Exhibit 99.4 Explanation of Non-GAAP Measures The information provided in this Form 8-K and exhibits includes measures which are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). We present certain capital measures in this Form 8-K and exhibits. Our “fully-phased Tier 1 Capital and Credit Loss Reserve Ratio” is not required by regulators to be disclosed, and t

3Q'24 FINANCIAL RESULTS October 16, 2024 Exhibit 99.3 2 Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial results and shou

3Q'24 FINANCIAL RESULTS October 16, 2024 Exhibit 99.3 2 Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial results and should be read in conjunction with the earnings release and financial supplement included as exhibits to our Current Report on Form 8-K filed today and av

Rate(1)

Exhibit 99.2 SYNCHRONY FINANCIAL FINANCIAL SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Nine Months Ended Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 3Q'24 vs. 3Q'23 Sep 30, 2024 Sep 30, 2023 YTD'24 vs. YTD'23 EARNINGS Net interest income $ 4,609 $ 4,405 $ 4,405 $ 4,466 $ 4,362 $ 247 5.7 % $ 13,419 $ 12,533 $ 886 7.1 % Retailer share arrangements

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 October 16, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCI

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 October 16, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fil

2.6% Return on

Exhibit 99.1 For Immediate Release Synchrony Financial (NYSE: SYF) October 16, 2024 THIRD QUARTER 2024 RESULTS AND KEY METRICS 2.6% Return on Assets 13.1% CET1 Ratio $399M Capital Returned CEO COMMENTARY “Synchrony’s third quarter results reflect our focus on driving value for our many stakeholders through evolving market conditions,” said Brian Doubles, Synchrony’s President and Chief Executive O

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended September 30, 2024. The year over year increase in the 30+ delinquency rate at September 30, 2024 and the year over year in

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 September 12, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission F

Synchrony Names Dan Colao to Board of Directors Seasoned executive deepens financial, risk and strategic expertise

Exhibit 99.1 NEWS RELEASE Synchrony Names Dan Colao to Board of Directors Seasoned executive deepens financial, risk and strategic expertise STAMFORD, Conn. – September 17, 2024 – Synchrony Financial (NYSE: SYF), a premier consumer financial services company, today announced Daniel Colao, a retired financial services executive with over 30 years of industry experience, has been appointed to Synchr

Regulation FD Disclosure, Financial Statements and Exhibits

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 September 9, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fi

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended August 31, 2024. The year over year increase in the 30+ delinquency rate at August 31, 2024 and the year over year increase

Regulation FD Disclosure, Financial Statements and Exhibits

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 August 15, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended July 31, 2024. The year over year increase in the 30+ delinquency rate at July 31, 2024 and the year over year increase in

Twelfth Supplemental Indenture, dated as of August 2, 2024, between Synchrony Financial and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on August 2, 2024)

Exhibit 4.1 Execution Version SYNCHRONY FINANCIAL AND THE BANK OF NEW YORK MELLON, as Trustee TWELFTH SUPPLEMENTAL INDENTURE Dated as of August 2, 2024 to the INDENTURE Dated as of August 11, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Relation to Base Indenture 2 Section 1.02. Definition of Terms 2 ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES Section 2.01. Designation

Underwriting Agreement, dated July 30, 2024, among Synchrony Financial and Barclays Capital Inc., BofA Securities, Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters listed on Schedule I thereto.

Exhibit 1.1 Execution Version SYNCHRONY FINANCIAL $750,000,000 5.935% FIXED-TO-FLOATING RATE SENIOR NOTES DUE 2030 UNDERWRITING AGREEMENT July 30, 2024 July 30, 2024 Barclays Capital Inc. BofA Securities, Inc. Mizuho Securities USA LLC c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o BofA Securities, Inc. One Bryant Park New York, NY 10036 c/o Mizuho Securities USA LLC 127

Other Events

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): August 2, 2024 SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File

Calculation of Filing Fee Tables (Form Type) SYNCHRONY FINANCIAL (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) ………….. (Form Type) SYNCHRONY FINANCIAL (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registra

$750,000,000 5.935% Fixed-to-Floating Rate Senior Notes due 2030

Filed Pursuant to Rule 424(b)(5) Registration No. 333-266264 PROSPECTUS SUPPLEMENT TO THE PROSPECTUS DATED JULY 21, 2022 $750,000,000 5.935% Fixed-to-Floating Rate Senior Notes due 2030 We are offering $750,000,000 aggregate principal amount of 5.935% Fixed-to-Floating Rate Senior Notes due 2030 (the “notes”). The notes will initially bear interest at the rate of 5.935% per annum, payable semi-ann

SUBJECT TO COMPLETION, DATED JULY 30, 2024

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266264 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor do they solicit an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPL

$750,000,000 5.935% Fixed-to-Floating Rate Senior Notes due 2030 (the “Notes”) (the “Offering”)

Pricing Term Sheet Issuer Free Writing Prospectus Dated July 30, 2024 Filed Pursuant to Rule 433 Registration Statement No.

Form of agreement for awards of Restricted Stock units under the Synchrony Financial 2024 Long-Term Incentive Plan to directors

Exhibit 10.2 Director RSU NOTICE OF AWARD OF STOCK-SETTLED RESTRICTED STOCK UNITS (WITH DIVIDEND EQUIVALENTS) Pursuant to the Synchrony Financial 2024 Long-Term Incentive Plan (the “Plan”), you have been awarded (this “Award”) restricted stock units (“RSUs”), each of which entitles you to receive one share of common stock (each, a “Share”) of Synchrony Financial (“Synchrony”), subject to the terms

Form of agreement for awards of Performance Share Units under the Synchrony Financial 2024 Long-Term Incentive Plan

Exhibit 10.4 NOTICE OF AWARD OF STOCK-SETTLED PERFORMANCE SHARE UNITS (WITH DIVIDEND EQUIVALENTS) Pursuant to the Synchrony Financial 2024 Long-Term Incentive Plan (the “Plan”), you have been granted this Performance Share Unit (“PSU”) award (this “Award”) with respect to shares of common stock (“Shares”) of Synchrony Financial (“Synchrony”), subject to the terms and conditions set forth in (A) th

Form of agreement for awards of Restricted Stock Units under the Synchrony Financial 2024 Long-Term Incentive Plan

Exhibit 10.3 NOTICE OF AWARD OF STOCK-SETTLED RESTRICTED STOCK UNITS (WITH DIVIDEND EQUIVALENTS) Pursuant to the Synchrony Financial 2024 Long-Term Incentive Plan (the “Plan”), you have been awarded (this “Award”) restricted stock units (“RSUs”), each of which entitles you to receive one share of common stock (each, a “Share”) of Synchrony Financial (“Synchrony”), subject to the terms and conditio

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

Exhibit 31(a) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian D.

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

Exhibit 31(b) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian J.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-36560 (Commission File Number) SYNCHRONY FINANCIAL

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended June 30, 2024. The year over year increase in the 30+ delinquency rate at June 30, 2024 and the year over year increase in

SYNCHRONY FINANCIAL

Exhibit 99.2 SYNCHRONY FINANCIAL FINANCIAL SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Six Months Ended Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 2Q'24 vs. 2Q'23 Jun 30, 2024 Jun 30, 2023 YTD'24 vs. YTD'23 EARNINGS Net interest income $ 4,405 $ 4,405 $ 4,466 $ 4,362 $ 4,120 $ 285 6.9 % $ 8,810 $ 8,171 $ 639 7.8 % Retailer share arrangements (8

2Q'24 FINANCIAL RESULTS July 17, 2024 Exhibit 99.3 2 Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial results. No represe

2Q'24 FINANCIAL RESULTS July 17, 2024 Exhibit 99.3 2 Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial results. No representation is made that the information in these slides is complete. For additional information, see the earnings release and financial supplement includ

2.2% Return on

Exhibit 99.1 For Immediate Release Synchrony Financial (NYSE: SYF) July 17, 2024 SECOND QUARTER 2024 RESULTS AND KEY METRICS 2.2% Return on Assets 12.6% CET1 Ratio $400M Capital Returned CEO COMMENTARY “Synchrony’s second quarter results highlight our sustained, high level of execution, as we lean on our core strengths to deliver resilient earnings while positioning our business for future growth,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 July 17, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File N

Regulation FD Disclosure, Financial Statements and Exhibits

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 July 17, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File N

Explanation of Non-GAAP Measures

Exhibit 99.4 Explanation of Non-GAAP Measures The information provided in this Form 8-K and exhibits includes measures which are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). We present certain capital measures in this Form 8-K and exhibits. Our “fully-phased Tier 1 Capital and Credit Loss Reserve Ratio” is not required by regulators to be disclosed, and t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 June 28, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File N

As filed with the Securities and Exchange Commission on June 28, 2024

As filed with the Securities and Exchange Commission on June 28, 2024 Registration No.

As filed with the Securities and Exchange Commission on June 28, 2024

As filed with the Securities and Exchange Commission on June 28, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Synchrony Financial Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, $0.

Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 13, 2024).

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SYNCHRONY FINANCIAL SYNCHRONY FINANCIAL, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1.The name of the corporation is SYNCHRONY FINANCIAL. The name under which the corporation was originally incorporated was GESF-E Inc. The date of t

Synchrony Financial 2024 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 13, 2024).

Exhibit 10.1 SYNCHRONY FINANCIAL 2024 LONG-TERM INCENTIVE PLAN SECTION 1. PURPOSE The purposes of this Synchrony Financial 2024 Long-Term Incentive Plan (the “Plan”) are to encourage selected officers, employees, non-employee directors and consultants of Synchrony Financial (together with any successor thereto, the “Company”) and its Affiliates (as defined below) to acquire a proprietary interest

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 June 11, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL

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 June 11, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File N

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended May 31, 2024. The year over year increase in the 30+ delinquency rate at May 31, 2024 and the year over year increase in ne

Regulation FD Disclosure, Financial Statements and Exhibits

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 June 10, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

Regulation FD Disclosure, Financial Statements and Exhibits

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 May 15, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File Nu

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended April 30, 2024. The year over year increase in the 30+ delinquency rate at April 30, 2024 and the year over year increase i

ARS

ANNUAL REPORT 20232 SYNCHRONY ANNUAL REPORT 2023 Synchrony continues to be an essential part of the lives of tens of millions of people, hundreds of thousands of small businesses and healthcare providers, and a responsible and trusted contributor to the economy.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-36560 (Commission File Number) SYNCHRONY FINANCIAL

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

Exhibit 31(b) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian J.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

Exhibit 31(a) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian D.

Regulation FD Disclosure, Financial Statements and Exhibits

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 April 24, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File

4.4% Return on

Exhibit 99.1 For Immediate Release Synchrony Financial (NYSE: SYF) April 24, 2024 FIRST QUARTER 2024 RESULTS AND KEY METRICS 4.4% Return on Assets 12.6% CET1 Ratio $402M Capital Returned CEO COMMENTARY “Synchrony’s first quarter performance highlights the resiliency of our business model and focus on delivering sustainable, strong results for each of our stakeholders,” said Brian Doubles, Synchron

Explanation of Non-GAAP Measures

Exhibit 99.4 Explanation of Non-GAAP Measures The information provided in this Form 8-K and exhibits includes measures which are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). We present certain "adjusted" financial information and metrics in this Form 8-K and exhibits. Such measures have been adjusted to exclude the gain on sale recognized in our Condensed

1Q'24 FINANCIAL RESULTS April 24, 2024 Exhibit 99.3 2 Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial results. No repres

1Q'24 FINANCIAL RESULTS April 24, 2024 Exhibit 99.3 2 Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial results. No representation is made that the information in these slides is complete. For additional information, see the earnings release and financial supplement inclu

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended March 31, 2024. The year over year increase in the 30+ delinquency rate at March 31, 2024 and the year over year increase i

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 April 24, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File

SYNCHRONY FINANCIAL

Exhibit 99.2 SYNCHRONY FINANCIAL FINANCIAL SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Mar 31, 2023 1Q'24 vs. 1Q'23 EARNINGS Net interest income $ 4,405 $ 4,466 $ 4,362 $ 4,120 $ 4,051 $ 354 8.7 % Retailer share arrangements (764) (878) (979) (887) (917) 153 (16.7) % Other income 1,157 71 92 61 65 1,092 NM Net reve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended February 29, 2024. The year over year increase in the 30+ delinquency rate at February 29, 2024 and the year over year incr

Regulation FD Disclosure, Financial Statements and Exhibits

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 March 15, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits

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 March 5, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission File N

1 Impact of Late Fee Regulation Key Elements • Amended Safe Harbor from $30/$41 to single $8 amount and eliminated inflation adjustment • Effective date 60 days after rule published in the Federal Register • Detailed analysis of rule on-going Litigat

1 Impact of Late Fee Regulation Key Elements • Amended Safe Harbor from $30/$41 to single $8 amount and eliminated inflation adjustment • Effective date 60 days after rule published in the Federal Register • Detailed analysis of rule on-going Litigation • Anticipate litigation being filed with broad industry support • Expect request for preliminary injunction to delay effective date / pause rule i

Deposit Agreement, dated February 23, 2024, by and among Synchrony Financial, Computershare Inc. and Computershare Trust Company, N.A., collectively as Depositary, and the holders from time to time of the Depositary Receipts described therein (Incorporated by reference to the Current Report on Form 8-K of Synchrony Financial (File No. 001-36560), as filed with the SEC on February 23, 2024).

Exhibit 4.2 DEPOSIT AGREEMENT among SYNCHRONY FINANCIAL, COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of February 23, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 Section 1.1 Definitions 1 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SERIES B PREFERRED STOCK, EXECUTION AND DELIVER

NYSE CERTIFICATION

New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com February 23, 2024 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The New York Stock Exchange certifies its approval for listing and registration of the Depositary Shares Each Representing a 1/40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SYNCHRONY FINANCIAL (Exact name of registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 51-0483352 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 77

Certificate of Designations of 8.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, dated February 22, 2024 (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Synchrony Financial on February 23, 2024)

Exhibit 4.1 CERTIFICATE OF DESIGNATIONS OF 8.250% FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B OF SYNCHRONY FINANCIAL Synchrony Financial, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Sections 141 and 151 thereof, does hereby certify: At a meeting of the Board of Dire

Underwriting Agreement, dated February 15, 2024, among Synchrony Financial and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto.

Exhibit 1.1 20,000,000 DEPOSITARY SHARES EACH REPRESENTING A 1/40TH INTEREST IN A SHARE OF 8.250% FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B OF SYNCHRONY FINANCIAL UNDERWRITING AGREEMENT February 15, 2024 February 15, 2024 Morgan Stanley & Co. LLC BofA Securities, Inc. J.P. Morgan Securities LLC RBC Capital Markets, LLC Wells Fargo Securities, LLC c/o Morgan Stanley & Co.

Material Modification to Rights of Security Holders, Other Events

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 23, 2024 SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission F

Calculation of Filing Fee Tables (Form Type) Synchrony Financial (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Am

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Synchrony Financial (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Depositary Shares Each Representing a 1/40th Interest in a Share of 8.

20,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share of 8.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266264 PROSPECTUS SUPPLEMENT TO THE PROSPECTUS DATED JULY 21, 2022 20,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share of 8.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B We are offering 20,000,000 depositary shares, each representing a 1/40th ownership interest in a share of o

Regulation FD Disclosure, Financial Statements and Exhibits

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 February 15, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fi

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended January 31, 2024. The year over year increase in the over-30 day loan delinquencies as a percentage of period-end loan rece

DEPOSITARY SHARES EACH REPRESENTING A 1/40TH INTEREST IN A SHARE OF 8.250% FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B

Pricing Term Sheet Issuer Free Writing Prospectus Dated February 15, 2024 Filed Pursuant to Rule 433 Registration Statement No.

SUBJECT TO COMPLETION, DATED FEBRUARY 15, 2024

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266264 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanyingprospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitte

SYF / Synchrony Financial / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02027-synchronyfinancial.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Synchrony Financial Title of Class of Securities: Common Stock CUSIP Number: 87165B103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to desig

SYF / Synchrony Financial / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Synchrony Financial (Name of Issuer) Common Stock (Title of Class of Securities) 87165B103 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

Exhibit 4.24

Exhibit 4.24 DESCRIPTION OF REGISTRANT’S SECURITIES As of the date of the Annual Report on Form 10-K of which this Exhibit is a part, Synchrony Financial, a Delaware corporation, had two classes of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Common Stock, par value $0.001 per share (the “common stock”) and depositary shares, each representing a

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended

Exhibit 31(b) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian J.

lating to Recovery of Erroneously Awar

Exhibit 97 SYNCHRONY FINANCIAL Incentive-Based Compensation Recovery Policy Section 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-36560 (Commission File Number) SYNCHRONY FIN

Amended and Restated form of agreement for awards of Performance Share Units under Synchrony 2014 Long-Term Incentive Plan (for awards made on or after March 1, 2023)

Exhibit 10.130 NOTICE OF AWARD OF STOCK-SETTLED PERFORMANCE SHARE UNITS (WITH DIVIDEND EQUIVALENTS) Pursuant to the Synchrony Financial 2014 Long-Term Incentive Plan (the “Plan”), you have been granted this Performance Share Unit (“PSU”) award (this “Award”) with respect to shares of common stock (“Shares”) of Synchrony Financial (“Synchrony”), subject to the terms and conditions set forth in (A)

Subsidiaries of the Registrant

Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Organization CareCredit LLC California Loop Commerce, LLC Delaware Pets Best Insurance Services, LLC Idaho Retail Finance Credit Services, LLC Delaware Retail Finance International Holdings, Inc. Delaware Retail Finance Servicing, LLC Delaware RFS Holding, Inc. Delaware RFS Holding, L.L.C. Delaware Sherman Clay & Co., LLC Delawar

Amended and Restated form of agreement for awards of Restricted Stock Units under Synchrony 2014 Long-Term Incentive Plan (for awards made on or after March 1, 2022)

Exhibit 10.129 NOTICE OF AWARD OF STOCK-SETTLED RESTRICTED STOCK UNITS (WITH DIVIDEND EQUIVALENTS) Pursuant to the Synchrony Financial 2014 Long-Term Incentive Plan (the “Plan”), you have been awarded (this “Award”) restricted stock units (“RSUs”), each of which entitles you to receive one share of common stock (each, a “Share”) of Synchrony Financial (“Synchrony”), subject to the terms and condit

Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended

Exhibit 31(a) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended I, Brian D.

SYF / Synchrony Financial / BlackRock Inc. Passive Investment

SC 13G/A 1 us87165b1035012424.txt us87165b1035012424.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 9) SYNCHRONY FINANCIAL - (Name of Issuer) Common Stock - (Title of Class of Securities) 87165B103 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

4Q'23 FINANCIAL RESULTS January 23, 2024 Exhibit 99.3 2 Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial results. No repr

4Q'23 FINANCIAL RESULTS January 23, 2024 Exhibit 99.3 2 Cautionary Statement Regarding Forward-Looking Statements The following slides are part of a presentation by Synchrony Financial in connection with reporting quarterly financial results. No representation is made that the information in these slides is complete. For additional information, see the earnings release and financial supplement inc

1.5% Return on

Exhibit 99.1 For Immediate Release Synchrony Financial (NYSE: SYF) January 23, 2024 FOURTH QUARTER 2023 RESULTS AND KEY METRICS 1.5% Return on Assets 12.2% CET1 Ratio $353M Capital Returned CEO COMMENTARY “Synchrony’s strong fourth quarter performance underscored the power of our differentiated business model, supported by continued consumer resilience,” said Brian Doubles, Synchrony’s President a

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 January 23, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCI

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 January 23, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fil

Explanation of Non-GAAP Measures

Exhibit 99.4 Explanation of Non-GAAP Measures The information provided in this Form 8-K and exhibits includes measures which are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). We present certain capital measures in this Form 8-K and exhibits. Our “fully-phased Tier 1 Capital and Credit Loss Reserve Ratio” is not required by regulators to be disclosed, and t

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 January 23, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCI

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 January 23, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fil

SYNCHRONY FINANCIAL

Exhibit 99.2 SYNCHRONY FINANCIAL FINANCIAL SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Twelve Months Ended Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Mar 31, 2023 Dec 31, 2022 4Q'23 vs. 4Q'22 Dec 31, 2023 Dec 31, 2022 YTD'23 vs. YTD'22 EARNINGS Net interest income $ 4,466 $ 4,362 $ 4,120 $ 4,051 $ 4,106 $ 360 8.8 % $ 16,999 $ 15,625 $ 1,374 8.8 % Retailer share arrangem

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended December 31, 2023. The year over year increase in the over-30 day loan delinquencies as a percentage of period-end loan rec

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 January 16, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCI

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 January 16, 2024 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fil

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended November 30, 2023. The year over year increase in the over-30 day loan delinquencies as a percentage of period-end loan rec

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 December 15, 2023 Date of Report (Date of earliest event reported) SYNCHRONY FINANC

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 December 15, 2023 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fi

SYF / Synchrony Financial / BlackRock Inc. Passive Investment

SC 13G/A 1 us87165b1035120623.txt us87165b1035120623.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 8) SYNCHRONY FINANCIAL - (Name of Issuer) Common Stock - (Title of Class of Securities) 87165B103 - (CUSIP Number) November 30, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

Other Events

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 November 23, 2023 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fi

SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen

Exhibit 99.1 SYNCHRONY FINANCIAL MONTHLY CHARGE-OFF AND DELINQUENCY STATISTICS AS OF AND FOR EACH OF THE THIRTEEN MONTHS ENDED (unaudited, $ in billions) The following table provides monthly charge-off and delinquency statistics as of and for each of the thirteen months ended October 31, 2023. The year over year increase in the over-30 day loan delinquencies as a percentage of period-end loan rece

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 November 15, 2023 Date of Report (Date of earliest event reported) SYNCHRONY FINANC

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 November 15, 2023 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fi

Regulation FD Disclosure, Financial Statements and Exhibits

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 October 24, 2023 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fil

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 October 24, 2023 Date of Report (Date of earliest event reported) SYNCHRONY FINANCIAL (Exact name of registrant as specified in its charter) Delaware 001-36560 51-0483352 (State or other jurisdiction of incorporation) (Commission Fil

Explanation of Non-GAAP Measures

Exhibit 99.4 Explanation of Non-GAAP Measures The information provided in this Form 8-K and exhibits includes measures which are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). We present certain capital measures in this Form 8-K and exhibits. Our “fully-phased Tier 1 Capital and Credit Loss Reserve Ratio” is not required by regulators to be disclosed, and t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-36560 (Commission File Number) SYNCHRONY FINAN