Synchrony Financial Senior Notes Offering

Synchrony Financial has entered into an underwriting agreement to issue and sell $600 million of 5.450% Fixed-to-Floating Rate Senior Notes due 2030 and $500 million of 6.276% Fixed-to-Floating Rate Senior Notes due 2037. The offering is being conducted through a public offering under the company's Registration Statement on Form S-3. The notes will be governed by an indenture, as amended and supplemented. This filing details the terms of the underwriting agreement and the indenture, including representations, warranties, covenants, and conditions related to the offering. The company has provided assurances regarding the accuracy of information in the registration statement and prospectus, and compliance with relevant securities laws and regulations. The transaction is subject to customary closing conditions, including the absence of material adverse changes and the receipt of legal opinions.