On July 24, 2025, Synchrony Financial entered into an underwriting agreement with representatives of the underwriters and agreed to issue and sell 5.019% Fixed-to-Floating Rate Senior Notes due 2029 in an aggregate principal amount of $500,000,000.

1. 01

   On July 24, 2025, Synchrony Financial entered into an underwriting agreement with representatives of the underwriters and agreed to issue and sell 5.019% Fixed-to-Floating Rate Senior Notes due 2029 in an aggregate principal amount of $500,000,000.

2. 02

   Under the same underwriting agreement, the company agreed to issue and sell 6.000% Fixed-to-Floating Rate Senior Notes due 2036 in an aggregate principal amount of $500,000,000.

3. 03

   Synchrony Financial said it will issue the Notes in a public offering pursuant to its Registration Statement on Form S-3 (File No. 333-288729), with BofA Securities, Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC as representatives of the underwriters listed on Schedule I.

4. 04

   The company said the Notes will be governed by a Base Indenture dated August 11, 2014, as amended and supplemented on August 2, 2024 and as further supplemented by a Fourteenth Supplemental Indenture dated July 29, 2025, each between Synchrony Financial and The Bank of New York Mellon, as trustee.

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