Synchrony Financial美股招股说明书(2026-07-29版)

$1,100,000,000 We are offering $600,000,000 aggregate principal amount of 5.450% Fixed-to-Floating Rate Senior Notes due 2030 (the “2030 notes”) and$500,000,000 aggregate principal amount of 6.276% Fixed-to-Floating Rate Senior Notes due 2037 (the “2037 notes” and, together with the 2030 notes,the “notes”). During the period from, and including, the issue date, to, but excluding, October15, 2029, the 2030 notes will bear interest at the rate of 5.450%per annum. Such interest will be payable semi-annually, in arrears, on April15 and October15 of each year, beginning on October15, 2026, and endingon October15, 2029. Beginning on October15, 2029, the 2030 notes will bear interest at a floating rate per annum equal to Compounded SOFR (asdefined herein) plus 134.6 basis points, payable quarterly, in arrears, on January15, 2030, April15, 2030, July15, 2030 and at the maturity date. The2030 notes will mature on October15, 2030. During the period from, and including, the issue date, to, but excluding, July31, 2036, the 2037 notes will bear interest at the rate of 6.276%perannum. Such interest will be payable semi-annually, in arrears, on January31 and July31 of each year, beginning on January31, 2027, and ending onJuly31, 2036. Beginning on July31, 2036, the 2037 notes will bear interest at a floating rate per annum equal to Compounded SOFR plus 202.9 basispoints, payable quarterly, in arrears, on October31, 2036, January31, 2037, April30, 2037 and at the maturity date. The 2037 notes will mature onJuly31, 2037. We may, at our option, redeem the notes of each series at the applicable times and at the applicable redemption prices described herein under“Description of the Notes—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. 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 July31, 2026. J.P. Morgan Wells Fargo Securities AcademySecuritiesBlaylockVan,LLCR.Seelaus&Co.,LLC MischlerFinancialGroup,Inc.Siebert Williams Shank 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 Prospectus 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 SecuritiesDescription of Capital StockDescription of Depositary SharesDescription of WarrantsDescription of Stock Purchase Contracts and Stock PurchaseUnitsPlan of DistributionLegal MattersExperts 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 Ca