Synchrony Financial美股招股说明书(2026-02-19版)

$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 25, 2031, the notes will bear interest at the rate of 4.947% perannum. Such interest will be payable semi-annually, in arrears, on February 25 and August 25 of each year, beginning on August 25, 2026, and endingon February 25, 2031. Beginning on February 25, 2031, the notes will bear interest at a floating rate per annum equal to Compounded SOFR (as definedherein) plus 153 basis points, payable quarterly, in arrears, on May 25, 2031, August 25, 2031, November 25, 2031 and at the maturity date. The noteswill mature on February 25, 2032. We may, at our option, redeem the notes at the applicable times and at the applicable redemption prices described herein under “Description of theNotes—Optional Redemption.” The notes will be our senior, unsecured obligations and will rank equally in right of payment with all of our other unsecured and unsubordinatedobligations from time to time outstanding. The notes are not savings accounts, deposits or other obligations of any of our bank or non-bank subsidiariesand are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The notes will not be listed on any securities exchange or quoted on any automated quotation system. Currently, there is no established tradingmarket for the notes. Investing in the notes involves risks. See “Risk Factors” beginning on page S-10. (1)Plus accrued interest, if any, from February 25, 2026. Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust Company, for the benefit of itsparticipants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, on or about February 25, 2026. Joint Book-Running Managers BofASecurities J.P.Morgan Mizuho Co-Managers BlaylockVan,LLCCastleOakSecurities,L.P.Ramirez & Co., Inc. MischlerFinancialGroup,Inc.Siebert Williams Shank AcademySecuritiesR.Seelaus&Co.,LLC TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementSummaryCautionary Note Regarding Forward-Looking StatementsRisk FactorsUse of ProceedsDescription of The NotesCertain U.S. Federal Income Tax ConsiderationsCertain ERISA ConsiderationsUnderwritingLegal MattersExpertsIncorporation by Reference About this ProspectusWhere You Can Find More InformationDocuments Incorporated by ReferenceThe CompanyRisk FactorsCautionary Notes Regarding Forward-Looking StatementsUse of ProceedsGeneral Description of SecuritiesDescription of Debt Securities ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which contains the specific terms of this offering of notes. The secondpart, the accompanying prospectus dated July17, 2025, which is part of our Registration Statement on Form S-3, gives more general information, someof which may not apply to this offering. This prospectus supplement and the information incorporated by reference in this prospectus supplement may add, update or change informationcontained in the accompanying prospectus. If there is any inconsistency between the information in this prospectus supplement and the informationcontained in the accompanying prospectus, the information in this prospectus supplement will apply and will supersede any such information in theaccompanying prospectus. In making your investment decision, it is important for you to read and consider all information contained or incorporated by reference in thisprospectus supplement, the accompanying prospectus and any free writing prospectus relating to this offering prepared by us or on our behalf or towhich we have referred you. You should also read and consider the information in the documents to which we have referred you in “Where You CanFind More Information” in the accompanying prospectus. Neither we nor any of the underwriters have authorized anyone to provide any information other than that contained in or incorporated byreference in this prospectus supplement, the accompanying prospectus and any free writing prospectus relating to this offering prepared by us or on ourbehalf or to which we have referred you. Neither we nor any of the underwriters take any responsibility for, or provide any assurance as to the reliabilityof, any other information that others may give you. Neither we nor any of the underwriters is making an offer to sell or soliciting offers to buy these securities in any jurisdiction where or to