01—Abstract
Summary
Summary of the 8-K filed June 5, 2026. Cited figures are marked; the original filing is the authoritative source.
Synchrony Financial issued and sold 500,000 depositary shares on June 5, 2026, each representing a 1/100th ownership interest in a share of its 7.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.001a per share.
The underwriting agreement with BofA Securities, Inc., Barclays Capital Inc. and Morgan Stanley & Co. LLC as representatives was entered into on June 2, 2026, under the company's Form S-3 registration statement (File No. 333-288729). The Certificate of Designations establishing the Series C Preferred Stock was filed with the Delaware Secretary of State on June 4, 2026, and became effective upon filing, amending the company's Amended and Restated Certificate of Incorporation. Holders of the depositary shares are entitled to proportional dividend, voting, redemption and liquidation rights of the Series C Preferred Stock.
The filing states that if the company does not declare and either pay or set aside a sufficient sum for dividends on the Series C Preferred Stock for the immediately preceding dividend period, its ability to pay dividends on or repurchase common stock and parity or junior preferred stock is subject to restrictions. Computershare Inc. and Computershare Trust Company, N.A. act as depositary under a Deposit Agreement dated June 5, 2026.
The filing is primarily a disclosure of the terms and documentation of this preferred stock issuance. It also includes a legal opinion from Sidley Austin LLP (Exhibit 5.1) and the Deposit Agreement and Form of Depositary Receipt as exhibits.
02—Key points
Key Highlights
- Issued 500,000 depositary shares on June 5, 2026, each representing a 1/100th interest in a share of 7.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C.
- Underwriting agreement dated June 2, 2026 with BofA Securities, Barclays Capital and Morgan Stanley as representatives of the underwriters, under Form S-3 File No. 333-288729.
- Certificate of Designations filed with the Delaware Secretary of State on June 4, 2026, effective upon filing, and amends the Amended and Restated Certificate of Incorporation.
- Holders receive proportional dividend, voting, redemption and liquidation rights of the Series C Preferred Stock.
- Dividend restrictions apply to common stock and parity or junior preferred stock if dividends on Series C Preferred are not declared and paid or set aside for the preceding dividend period.
- Deposit Agreement dated June 5, 2026 with Computershare Inc. and Computershare Trust Company, N.A. as depositary, with the form of Depositary Receipt filed as Exhibit 4.3.
- Exhibits include a Sidley Austin LLP legal opinion (Exhibit 5.1) and the Inline XBRL cover page (Exhibit 104).
03—Questions
Frequently Asked Questions
What securities were issued in this offering?
The company issued and sold 500,000 depositary shares, each representing a 1/100th ownership interest in a share of its 7.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.001 per share.
Who are the underwriters and under what registration was the offering made?
The underwriting agreement dated June 2, 2026 was entered into with BofA Securities, Inc., Barclays Capital Inc. and Morgan Stanley & Co. LLC as representatives of the several underwriters. The offering was made under the company's Registration Statement on Form S-3 (File No. 333-288729) and a related prospectus supplement.
What rights do holders of the depositary shares have?
Holders are entitled to all proportional rights and preferences of the Series C Preferred Stock, including dividend, voting, redemption and liquidation rights. The filing states the full terms are described in the Certificate of Designations, filed as Exhibit 4.1.
Are there restrictions on common stock dividends or buybacks linked to this preferred stock?
Yes. The filing states that if the company does not declare and either pay or set aside a sufficient sum for dividends on the Series C Preferred Stock for the immediately preceding dividend period, its ability to pay dividends on, or repurchase, redeem or acquire, its common stock or parity or junior preferred stock is subject to restrictions.
Who acts as depositary for the depositary shares?
Computershare Inc. and Computershare Trust Company, N.A., collectively as depositary, under a Deposit Agreement dated June 5, 2026 with the company and the holders of the depositary receipts.
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