01—Abstract
Summary
Summary of the 8-K filed July 31, 2026. Cited figures are marked; the original filing is the authoritative source.
Synchrony Financial (SYF) entered into an underwriting agreement dated July 28, 2026 with J.P.
Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, to issue and sell two series of senior notes in a public offering under its Form S-3 registration statement (File No. 333-288729). The offering consists of $600,000,000a of 5.450% Fixed-to-Floating Rate Senior Notes due 2030 and $500,000,000 of 6.276% Fixed-to-Floating Rate Senior Notes due 2037. The notes will be issued under a base indenture dated August 11, 2014 with The Bank of New York Mellon, as trustee, as supplemented by a Twelfth Supplemental Indenture dated August 2, 2024 and a Sixteenth Supplemental Indenture dated July 31, 2026.
The filing states that the summaries of these documents are qualified in their entirety by the full texts, which are filed as exhibits. An opinion of Sidley Austin LLP on the validity of the notes is also filed as Exhibit 5.1.
The filing is a routine debt issuance disclosure. It does not state the use of proceeds, pricing details beyond the coupon rates and principal amounts, or any other financial results.
02—Key points
Key Highlights
- Total principal of $1.1 billion across two series of senior notes: $600 million due 2030 and $500 million due 2037.
- 2030 Notes carry a 5.450% fixed-to-floating rate; 2037 Notes carry a 6.276% fixed-to-floating rate.
- Underwriting agreement dated July 28, 2026 with J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC as representatives.
- Offering is made under the company's Form S-3 registration statement (File No. 333-288729) and related prospectus supplement.
- Notes are governed by a base indenture dated August 11, 2014 with The Bank of New York Mellon as trustee, supplemented by the Sixteenth Supplemental Indenture dated July 31, 2026.
- Sidley Austin LLP delivered an opinion on the validity of the notes (Exhibit 5.1).
03—Questions
Frequently Asked Questions
How much debt is Synchrony Financial issuing and in what form?
The company is issuing $600,000,000 of 5.450% Fixed-to-Floating Rate Senior Notes due 2030 and $500,000,000 of 6.276% Fixed-to-Floating Rate Senior Notes due 2037, sold in a public offering under its effective Form S-3 shelf registration.
Who are the underwriters for the offering?
J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC act as representatives of the several underwriters listed on Schedule I to the Underwriting Agreement dated July 28, 2026.
Under what governing documents are the notes issued?
The notes are governed by an Indenture comprising the Base Indenture dated August 11, 2014, the Twelfth Supplemental Indenture dated August 2, 2024, and the Sixteenth Supplemental Indenture dated July 31, 2026, all with The Bank of New York Mellon as trustee.
Where can investors find the full terms of the notes?
The filing states that the full terms are in the Sixteenth Supplemental Indenture (Exhibit 4.1), which includes the forms of both series of notes, and in the Underwriting Agreement (Exhibit 1.1).
04—Continue