Synchrony Financial美股招股说明书(2025-07-25版)

$1,000,000,000 $500,000,000 5.019%Fixed-to-FloatingRate Senior Notes due 2029$500,000,000 6.000%Fixed-to-FloatingRate Senior Notes due 2036 We are offering $500,000,000 aggregate principal amount of 5.019%Fixed-to-FloatingRate Senior Notes due 2029 (the “2029 notes”) and $500,000,000aggregate principal amount of 6.000%Fixed-to-FloatingRate Senior Notes due 2036 (the “2036 notes” and, together with the 2029 notes, the “notes”). During the period from, and including, the issue date, to, but excluding, July 29, 2028, the 2029 notes will bear interest at the rate of 5.019% per annum. Suchinterest will be payable semi-annually, in arrears, on January 29 and July 29 of each year, beginning on January 29, 2026, and ending on July 29, 2028. Beginning on July29, 2028, the 2029 notes will bear interest at a floating rate per annum equal to Compounded SOFR (as defined herein) plus 139.5 basis points, payable quarterly inarrears on October 29, 2028, January 29, 2029, April 29, 2029 and at the maturity date. The 2029 notes will mature on July 29, 2029. During the period from, and including, the issue date, to, but excluding, July 29, 2035, the 2036 notes will bear interest at the rate of 6.000% per annum. Suchinterest will be payable semi-annually, in arrears, on January 29 and July 29 of each year, beginning on January 29, 2026, and ending on July 29, 2035. Beginning on July29, 2035, the 2036 notes will bear interest at a floating rate per annum equal to Compounded SOFR plus 207 basis points, payable quarterly in arrears on October 29,2035, January 29, 2036, April 29, 2036 and at the maturity date. The 2036 notes will mature on July29, 2036. We may, at our option, redeem the notes of each series at the applicable time and at the applicable redemption prices described herein under “Description of theNotes—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 unsubordinated obligations fromtime to time outstanding. The notes are not savings accounts, deposits or other obligations of any of our bank ornon-banksubsidiaries and are not insured or guaranteedby 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 trading market for thenotes. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-11. (1)Plus accrued interest, if any, from July 29, 2025. Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary 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 its participants,including Clearstream Banking S.A. and Euroclear Bank SA/NV, on or about July 29, 2025. BlaylockVan,LLC MischlerFinancialGroup,Inc.SiebertWilliamsShank Table of Contents TABLE OF CONTENTSProspectus 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 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 Securities Description of Capital Stock Description of Depositary Shares Table of Contents 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 FormS-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