01—Abstract
Summary
Summary of the 8-K filed February 25, 2026. Cited figures are marked; the original filing is the authoritative source.
Synchrony Financial (SYF) disclosed in a Form 8-K that on February 18, 2026 it entered into an underwriting agreement with BofA Securities, Inc., J.P.
Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the underwriters, to issue and sell $750,000,000a aggregate principal amount of 4.947% Fixed-to-Floating Rate Senior Notes due 2032. The offering was made in a public offering under the company's Registration Statement on Form S-3 (File No. 333-288729) and related prospectus supplement. The Notes will be issued under a Base Indenture dated August 11, 2014 with The Bank of New York Mellon, as trustee, as amended by a Twelfth Supplemental Indenture dated August 2, 2024 and a Fifteenth Supplemental Indenture dated February 25, 2026.
The filing incorporates the underwriting agreement and Fifteenth Supplemental Indenture by reference and includes a validity opinion from Sidley Austin LLP. For investors, the filing is a debt-financing disclosure: it establishes a new $750 millionb senior note series maturing in 2032 with a fixed-to-floating coupon structure. The 8-K itself does not describe the use of proceeds or the company's financial results.
02—Key points
Key Highlights
- Issued $750,000,000 aggregate principal amount of 4.947% Fixed-to-Floating Rate Senior Notes due 2032 in a public offering.
- Underwriting agreement dated February 18, 2026 with BofA Securities, J.P. Morgan Securities and Mizuho Securities USA as representatives of the underwriters.
- Notes issued under the Base Indenture (August 11, 2014) with The Bank of New York Mellon as trustee, as supplemented by the Twelfth (August 2, 2024) and Fifteenth (February 25, 2026) Supplemental Indentures.
- Offering made under Registration Statement on Form S-3 (File No. 333-288729) and a related prospectus supplement.
- Sidley Austin LLP provided an opinion on the validity of the Notes, filed as Exhibit 5.1.
- The filing is a debt issuance disclosure and does not describe use of proceeds or financial results.
03—Questions
Frequently Asked Questions
What securities were issued?
$750,000,000 aggregate principal amount of 4.947% Fixed-to-Floating Rate Senior Notes due 2032, sold in a public offering under the company's Form S-3 registration statement.
Who were the underwriters?
BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC acted as representatives of the several underwriters listed on Schedule I to the Underwriting Agreement dated February 18, 2026.
Under what indenture were the Notes issued?
The Notes are governed by the Base Indenture dated August 11, 2014, as amended by the Twelfth Supplemental Indenture dated August 2, 2024 and supplemented by the Fifteenth Supplemental Indenture dated February 25, 2026, with The Bank of New York Mellon as trustee.
Where can investors find the full terms of the Notes?
The full terms are set out in the Fifteenth Supplemental Indenture filed as Exhibit 4.1, which includes the form of the Notes, and in the Underwriting Agreement filed as Exhibit 1.1. The filing's summaries are qualified by reference to these documents.
Does this filing disclose the use of proceeds or financial results?
No. The 8-K describes only the underwriting agreement, indenture and exhibits related to the Notes offering.
04—Continue