Synchrony Financial美股招股说明书(2026-06-02版)

Depositary Shares Each Representing a 1/100th Interest in a Share ofFixed Rate Reset Non-Cumulative Perpetual Preferred Stock, SeriesC We are offering depositary shares, each representing a 1/100th ownership interest in a share of our % Fixed Rate Reset Non-Cumulative Perpetual PreferredStock, SeriesC, par value $0.001 per share (the “SeriesC Preferred Stock”), with a liquidation preference of $1,000 per depositary share (equivalent to $100,000 pershare of Series C Preferred Stock). As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Series C Preferred Stockrepresented thereby (including dividend, voting, redemption and liquidation rights). You must exercise any such rights through the depositary. We will pay dividends on the Series C Preferred Stock, when, as, and if declared by our Board of Directors (or a duly authorized committee thereof), to theextent that we have lawfully available funds to pay dividends, quarterly in arrears on February15, May15, August15, and November15 of each year, beginning onAugust15, 2026. Any such dividends will be calculated based on the liquidation preference of the SeriesC Preferred Stock (i)from the date of issuance to butexcluding August15, 2031 (the “First Reset Date”), at a rate of% per annum, and (ii)from and including the First Reset Date, during each reset period, at arate per annum equal to the Five-Year U.S. Treasury Rate as of the most recent reset dividend determination date (as described elsewhere in this prospectussupplement) pluspercentage points. Upon payment of any dividends on the Series C Preferred Stock, holders of depositary shares are expected to receive aproportionate payment. Dividends on the Series C Preferred Stock will not be cumulative. If for any reason our Board of Directors (or a duly authorized committee thereof) does notdeclare a dividend on the SeriesC Preferred Stock for any dividend period, that dividend will not accrue or be payable and we will have no obligation to pay dividendsfor that dividend period, whether or not dividends on the Series C Preferred Stock are declared for any future dividend period. Dividends on the Series C PreferredStock will not be declared, paid or set aside for payment to the extent such act would cause us to fail to comply with applicable laws and regulations, including thecapital adequacy regulations and policies established by the Board of Governors of the Federal Reserve System. We may redeem the Series C Preferred Stock at our option, subject to regulatory approval, (1)in whole or in part, from time to time, on the First Reset Date orany dividend payment date thereafter, at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaiddividends, or (2)in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined herein), at a redemption price equal to$100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends. If we redeem the Series C Preferred Stock, the depositary isexpected to redeem a proportionate number of depositary shares. We do not intend to apply for listing of the depositary shares on any securities exchange or for inclusion of the depositary shares in any automated dealerquotation system. The Series C Preferred Stock will not have any voting rights, except the limited ones set forth under “Description of the Series C Preferred Stock—VotingRights” beginning on page S-26. Investing in the depositary shares involves risks. See “Risk Factors” beginning on page S-13. Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Neither the depositary shares nor the Series C Preferred Stock are a savings account, deposit or other obligation of a bank and neither are insured orguaranteed by the Federal Deposit Insurance Corporation (the “FDIC”) or any other governmental agency or instrumentality. Per depositary share Total The underwriters expect to deliver the depositary shares in book entry form only through the facilities of The Depository Trust Company for the accounts of itsparticipants, including Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”), against payment inNew York, New York on or about, 2026. 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 tosell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.We expect to deliver the depositary shares against payment for the dep