Synchrony Financial美股招股说明书(2026-06-03版)

500,000Depositary Shares Each Representing a 1/100th Interest in a Share of 7.250% Fixed Rate ResetNon-Cumulative Perpetual Preferred Stock, SeriesC We are offering 500,000 depositary shares, each representing a 1/100th ownership interest in a share of our 7.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock,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 per share of Series C PreferredStock). As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Series C Preferred Stock represented 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 the extent that we havelawfully available funds to pay dividends, quarterly in arrears on February15, May15, August15, and November15 of each year, beginning on August15, 2026. Any such dividends will becalculated based on the liquidation preference of the SeriesC Preferred Stock (i)from the date of issuance to but excluding August15, 2031 (the “First Reset Date”), at a rate of 7.250% perannum, and (ii)from and including the First Reset Date, during each reset period, at a rate per annum equal to the Five-Year U.S. Treasury Rate as of the most recent reset dividenddetermination date (as described elsewhere in this prospectus supplement) plus 3.078 percentage points. Upon payment of any dividends on the Series C Preferred Stock, holders of depositaryshares are expected to receive a proportionate 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 not declare a dividend on theSeriesC Preferred Stock for any dividend period, that dividend will not accrue or be payable and we will have no obligation to pay dividends for that dividend period, whether or notdividends on the Series C Preferred Stock are declared for any future dividend period. Dividends on the Series C Preferred Stock will not be declared, paid or set aside for payment to theextent such act would cause us to fail to comply with applicable laws and regulations, including the capital adequacy regulations and policies established by the Board of Governors of theFederal 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 or any dividend paymentdate thereafter, at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, or (2)in whole but not in part, at anytime 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 anydeclared and unpaid dividends. If we redeem the Series C Preferred Stock, the depositary is expected 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 dealer quotation 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—Voting Rights” beginning on page 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 passed upon the adequacyor 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 or guaranteed by theFederal Deposit Insurance Corporation (the “FDIC”) or any other governmental agency or instrumentality. Per depositary shareTotal 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 its participants, includingEuroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”), against payment in New York, New York on or about June 5, 2026. We expect to deliver the depositary shares against payment for the depositary shares on or about the date specified in the immediately prior paragraph, which will be the business dayfollowing the date of the pricing of the depositary shares (“T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trade