Synchrony Financial Announces \$750 Million Senior Notes Offering

Key Highlights for Investors

• Issuer: Synchrony Financial
• Security: \$750,000,000 aggregate principal amount of 4.947% Fixed-to-Floating Rate Senior Notes due 2032
• Offering Date: February 18, 2026
• Joint Bookrunners: BofA Securities, J.P. Morgan Securities, and Mizuho Securities USA LLC
• Use of Proceeds: General corporate purposes
• Ratings: To be assigned by S&P and Fitch (expected, not specified in the term sheet)
• Listing: Not specified for NYSE or other exchange; notes are senior unsecured obligations

Detailed Summary of the Transaction

Synchrony Financial (“the Company”) has entered into an underwriting agreement with a syndicate of underwriters led by BofA Securities, J.P. Morgan Securities, and Mizuho Securities USA LLC to issue and sell \$750 million in aggregate principal amount of 4.947% Fixed-to-Floating Rate Senior Notes due 2032.

The Notes are being offered pursuant to the Company’s shelf registration statement (File No. 333-288729) and a related prospectus supplement dated February 18, 2026. The offering is expected to settle in five business days, a longer than typical T+2 cycle, which may require purchasers to specify alternative settlement arrangements.

The Notes are scheduled to mature in 2032 and will initially bear interest at a fixed annual rate of 4.947% until a specified future date, after which they will convert to a floating rate, as detailed in the prospectus supplement.

Terms and Structure of the Notes

• Principal Amount: \$750,000,000
• Interest Rate: 4.947% fixed, with a subsequent floating rate period
• Yield to Maturity: 4.947%
• Treasury Benchmark: U.S. Treasury 10-year, with a spread of +130 basis points
• Ranking: Senior Unsecured
• No Sinking Fund: The notes will not be subject to a sinking fund
• Redemption: Optional redemption by the Company, as described in the prospectus supplement
• Global Notes: The Notes will be issued in global form through DTC, with The Bank of New York Mellon as trustee

Underwriter Allocation

Investor Considerations and Potential Impact on Share Price

• Capital Raising: The \$750 million capital raised will enhance Synchrony Financial’s liquidity and balance sheet strength, providing additional resources for general corporate purposes. This could be viewed positively by debt and equity investors as it signals continued access to capital markets at a fixed rate in the current rate environment.
• Interest Rate Structure: The fixed-to-floating rate structure gives Synchrony flexibility in managing its cost of debt over the long term, potentially reducing interest expense if floating rates decline after the fixed period.
• No Material Adverse Change: The company has represented that there has been no material adverse change in its financial condition or operations since the date of the prospectus supplement, which should reassure investors about current performance.
• Credit Ratings: The expected ratings from agencies like S&P and Fitch, once assigned, may affect the trading price of both the Notes and the Company’s equity. A higher rating could support the share price, while any downgrade or negative outlook could have the opposite effect.
• No Sinking Fund or Equity Dilution: The Notes are not convertible into equity and do not dilute existing shareholders. The company also confirms there are no outstanding agreements to register or issue additional securities that could dilute existing holders through this transaction.
• Regulatory and Legal Proceedings: The company affirms it is not subject to any undisclosed legal or regulatory proceedings that would be material to investors.
• Indemnification and Underwriter Protections: Standard indemnities and contributions between the company and underwriters are in place, with no unusual terms that would be seen as shareholder-unfriendly.
• Use of Proceeds: The proceeds are for general corporate purposes, which may include refinancing existing debt, investing in business growth, or other strategic initiatives.

Potential Price Sensitivity and Shareholder Relevance

• This capital raising demonstrates Synchrony Financial’s ability to access the debt markets at a competitive rate, which could be seen as a vote of confidence in the company’s credit quality and ongoing operations.
• Any changes in market perception of Synchrony’s creditworthiness, based on the interest rate secured or the ratings ultimately assigned to the Notes, could influence both debt and equity valuations.
• Investors should monitor for the final assignment of credit ratings and any updates to the company’s use of proceeds or financial outlook following this offering.

Where to Find Additional Information

Investors can access the full prospectus supplement, the pricing term sheet, and other related documents via the SEC’s EDGAR system or by contacting the lead underwriters directly.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or an offer to buy or sell any securities. Investors should read the full prospectus and consult their advisors before making any investment decisions. The information is based on filings by Synchrony Financial as of February 2026 and may be subject to change without notice.

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