Synchrony Financial (SYF) 10-K risk factor changes: FY2024 vs FY2023

For the fiscal year ended December 31, [removed: 2023] [added: 2024] OR

[removed: ][added: ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [added: (§ 232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

The aggregate market value of the outstanding common equity of the registrant held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter was [removed: $14,182,270,780,][added: $18,645,501,294.]

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of [removed: February 2, 2024] [added: January 31, 2025] was [removed: 406,843,602.][added: 388,749,489.]

The definitive proxy statement relating to the registrant’s Annual Meeting of Stockholders, to be held June [removed: 11, 2024,] [added: 17, 2025,] is incorporated by reference into Part III to the extent described therein.

| [OUR [removed: BUSINESS](#i166ee5dc3c8a4d4eb5d55854c66e9003_19)] [added: BUSINESS](#i502d8a7a29d24861b3e6d12d03a5c8ee_16)] | | | | | | [removed: [7](#i166ee5dc3c8a4d4eb5d55854c66e9003_19)] [added: [7](#i502d8a7a29d24861b3e6d12d03a5c8ee_16)] | | |

| | | | [Our [removed: Company](#i166ee5dc3c8a4d4eb5d55854c66e9003_19)] [added: Company](#i502d8a7a29d24861b3e6d12d03a5c8ee_16)] | | | [removed: [7](#i166ee5dc3c8a4d4eb5d55854c66e9003_19)] [added: [7](#i502d8a7a29d24861b3e6d12d03a5c8ee_16)] | | |

| | | | [Our Sales [removed: Platforms](#i166ee5dc3c8a4d4eb5d55854c66e9003_22)] [added: Platforms](#i502d8a7a29d24861b3e6d12d03a5c8ee_19)] | | | [removed: [8](#i166ee5dc3c8a4d4eb5d55854c66e9003_22)] [added: [8](#i502d8a7a29d24861b3e6d12d03a5c8ee_19)] | | |

| | | | [Our Partner [removed: Agreements](#i166ee5dc3c8a4d4eb5d55854c66e9003_25)] [added: Agreements](#i502d8a7a29d24861b3e6d12d03a5c8ee_22)] | | | [removed: [11](#i166ee5dc3c8a4d4eb5d55854c66e9003_25)] [added: [11](#i502d8a7a29d24861b3e6d12d03a5c8ee_22)] | | |

| | | | [Our [removed: Customers](#i166ee5dc3c8a4d4eb5d55854c66e9003_28)] [added: Customers](#i502d8a7a29d24861b3e6d12d03a5c8ee_25)] | | | [removed: [14](#i166ee5dc3c8a4d4eb5d55854c66e9003_28)] [added: [15](#i502d8a7a29d24861b3e6d12d03a5c8ee_25)] | | |

| | | | [Our Credit [removed: Products](#i166ee5dc3c8a4d4eb5d55854c66e9003_31)] [added: Products](#i502d8a7a29d24861b3e6d12d03a5c8ee_28)] | | | [removed: [17](#i166ee5dc3c8a4d4eb5d55854c66e9003_31)] [added: [17](#i502d8a7a29d24861b3e6d12d03a5c8ee_28)] | | |

| | | | [Consumer [removed: Banking](#i166ee5dc3c8a4d4eb5d55854c66e9003_37)] [added: Banking](#i502d8a7a29d24861b3e6d12d03a5c8ee_31)] | | | [removed: [19](#i166ee5dc3c8a4d4eb5d55854c66e9003_37)] [added: [19](#i502d8a7a29d24861b3e6d12d03a5c8ee_31)] | | |

| | | | [Credit Risk [removed: Management](#i166ee5dc3c8a4d4eb5d55854c66e9003_40)] [added: Management](#i502d8a7a29d24861b3e6d12d03a5c8ee_34)] | | | [removed: [19](#i166ee5dc3c8a4d4eb5d55854c66e9003_40)] [added: [20](#i502d8a7a29d24861b3e6d12d03a5c8ee_34)] | | |

| | | | [Intellectual [removed: Property](#i166ee5dc3c8a4d4eb5d55854c66e9003_55)] [added: Property](#i502d8a7a29d24861b3e6d12d03a5c8ee_49)] | | | [removed: [23](#i166ee5dc3c8a4d4eb5d55854c66e9003_55)] [added: [24](#i502d8a7a29d24861b3e6d12d03a5c8ee_49)] | | |

| | | | [Human [removed: Capital](#i166ee5dc3c8a4d4eb5d55854c66e9003_58)] [added: Capital](#i502d8a7a29d24861b3e6d12d03a5c8ee_52)] | | | [removed: [23](#i166ee5dc3c8a4d4eb5d55854c66e9003_58)] [added: [22](#i502d8a7a29d24861b3e6d12d03a5c8ee_52)] | | |

| [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i166ee5dc3c8a4d4eb5d55854c66e9003_67)] [added: OPERATIONS](#i502d8a7a29d24861b3e6d12d03a5c8ee_61)] | | | | | | [removed: [26](#i166ee5dc3c8a4d4eb5d55854c66e9003_67)] [added: [25](#i502d8a7a29d24861b3e6d12d03a5c8ee_61)] | | |

| | | | [Results of [removed: Operations](#i166ee5dc3c8a4d4eb5d55854c66e9003_70)] [added: Operations](#i502d8a7a29d24861b3e6d12d03a5c8ee_64)] | | | [removed: [26](#i166ee5dc3c8a4d4eb5d55854c66e9003_70)] [added: [25](#i502d8a7a29d24861b3e6d12d03a5c8ee_64)] | | |

| | | | [Loan [removed: Receivables](#i166ee5dc3c8a4d4eb5d55854c66e9003_73)] [added: Receivables](#i502d8a7a29d24861b3e6d12d03a5c8ee_70)] | | | [removed: [45](#i166ee5dc3c8a4d4eb5d55854c66e9003_73)] [added: [44](#i502d8a7a29d24861b3e6d12d03a5c8ee_70)] | | |

| | | | [Funding, Liquidity and Capital [removed: Resources](#i166ee5dc3c8a4d4eb5d55854c66e9003_76)] [added: Resources](#i502d8a7a29d24861b3e6d12d03a5c8ee_73)] | | | [removed: [46](#i166ee5dc3c8a4d4eb5d55854c66e9003_76)] [added: [46](#i502d8a7a29d24861b3e6d12d03a5c8ee_73)] | | |

| | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i166ee5dc3c8a4d4eb5d55854c66e9003_85)] [added: Risk](#i502d8a7a29d24861b3e6d12d03a5c8ee_82)] | | | [removed: [52](#i166ee5dc3c8a4d4eb5d55854c66e9003_85)] [added: [53](#i502d8a7a29d24861b3e6d12d03a5c8ee_82)] | | |

| | | | [Off-Balance Sheet Arrangements and Unfunded Lending [removed: Commitments](#i166ee5dc3c8a4d4eb5d55854c66e9003_91)] [added: Commitments](#i502d8a7a29d24861b3e6d12d03a5c8ee_88)] | | | [removed: [56](#i166ee5dc3c8a4d4eb5d55854c66e9003_91)] [added: [57](#i502d8a7a29d24861b3e6d12d03a5c8ee_88)] | | |

| | | | [Critical Accounting [removed: Estimates](#i166ee5dc3c8a4d4eb5d55854c66e9003_94)] [added: Estimates](#i502d8a7a29d24861b3e6d12d03a5c8ee_91)] | | | [removed: [57](#i166ee5dc3c8a4d4eb5d55854c66e9003_94)] [added: [57](#i502d8a7a29d24861b3e6d12d03a5c8ee_91)] | | |

| | | | [Risk Factors [removed: Summary](#i166ee5dc3c8a4d4eb5d55854c66e9003_100)] [added: Summary](#i502d8a7a29d24861b3e6d12d03a5c8ee_97)] | | | [removed: [59](#i166ee5dc3c8a4d4eb5d55854c66e9003_100)] [added: [60](#i502d8a7a29d24861b3e6d12d03a5c8ee_97)] | | |

| | | | [Risk Factors Relating To Our [removed: Business](#i166ee5dc3c8a4d4eb5d55854c66e9003_103)] [added: Business](#i502d8a7a29d24861b3e6d12d03a5c8ee_100)] | | | [removed: [61](#i166ee5dc3c8a4d4eb5d55854c66e9003_103)] [added: [62](#i502d8a7a29d24861b3e6d12d03a5c8ee_100)] | | |

| [removed: [REGULATION](#i166ee5dc3c8a4d4eb5d55854c66e9003_109)] [added: [REGULATION](#i502d8a7a29d24861b3e6d12d03a5c8ee_109)] | | | | | | [removed: [89](#i166ee5dc3c8a4d4eb5d55854c66e9003_109)] [added: [90](#i502d8a7a29d24861b3e6d12d03a5c8ee_109)] | | |

| | | | [Regulation Relating to Our [removed: Business](#i166ee5dc3c8a4d4eb5d55854c66e9003_109)] [added: Business](#i502d8a7a29d24861b3e6d12d03a5c8ee_109)] | | | [removed: [89](#i166ee5dc3c8a4d4eb5d55854c66e9003_109)] [added: [90](#i502d8a7a29d24861b3e6d12d03a5c8ee_109)] | | |

| | | | [Risk Factors Relating to [removed: Regulation](#i166ee5dc3c8a4d4eb5d55854c66e9003_112)] [added: Regulation](#i502d8a7a29d24861b3e6d12d03a5c8ee_112)] | | | [removed: [99](#i166ee5dc3c8a4d4eb5d55854c66e9003_112)] [added: [101](#i502d8a7a29d24861b3e6d12d03a5c8ee_112)] | | |

| [CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i166ee5dc3c8a4d4eb5d55854c66e9003_115)] [added: DATA](#i502d8a7a29d24861b3e6d12d03a5c8ee_115)] | | | | | | [removed: [106](#i166ee5dc3c8a4d4eb5d55854c66e9003_115)] [added: [107](#i502d8a7a29d24861b3e6d12d03a5c8ee_115)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i166ee5dc3c8a4d4eb5d55854c66e9003_115)] [added: Firm](#i502d8a7a29d24861b3e6d12d03a5c8ee_115)] | | | [removed: [106](#i166ee5dc3c8a4d4eb5d55854c66e9003_115)] [added: [107](#i502d8a7a29d24861b3e6d12d03a5c8ee_115)] | | |

| | | | [Consolidated Financial [removed: Statements](#i166ee5dc3c8a4d4eb5d55854c66e9003_118)] [added: Statements](#i502d8a7a29d24861b3e6d12d03a5c8ee_118)] | | | [removed: [110](#i166ee5dc3c8a4d4eb5d55854c66e9003_118)] [added: [112](#i502d8a7a29d24861b3e6d12d03a5c8ee_118)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i166ee5dc3c8a4d4eb5d55854c66e9003_133)] [added: Statements](#i502d8a7a29d24861b3e6d12d03a5c8ee_133)] | | | [removed: [115](#i166ee5dc3c8a4d4eb5d55854c66e9003_133)] [added: [117](#i502d8a7a29d24861b3e6d12d03a5c8ee_133)] | | |

| | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i166ee5dc3c8a4d4eb5d55854c66e9003_193)] [added: Securities](#i502d8a7a29d24861b3e6d12d03a5c8ee_199)] | | | [removed: [152](#i166ee5dc3c8a4d4eb5d55854c66e9003_193)] [added: [156](#i502d8a7a29d24861b3e6d12d03a5c8ee_199)] | | |

| | | | [Exhibits and Financial Statement [removed: Schedules](#i166ee5dc3c8a4d4eb5d55854c66e9003_196)] [added: Schedules](#i502d8a7a29d24861b3e6d12d03a5c8ee_208)] | | | [removed: [155](#i166ee5dc3c8a4d4eb5d55854c66e9003_196)] [added: [159](#i502d8a7a29d24861b3e6d12d03a5c8ee_208)] | | |

| Depositary Shares Each Representing a 1/40th Interest in a Share of 8.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B | | | SYFPrB | | | New York Stock Exchange | | |

| | | | [Regulation](#i502d8a7a29d24861b3e6d12d03a5c8ee_55) | | | [23](#i502d8a7a29d24861b3e6d12d03a5c8ee_55) | | |

| | | | [Competition](#i502d8a7a29d24861b3e6d12d03a5c8ee_58) | | | [24](#i502d8a7a29d24861b3e6d12d03a5c8ee_58) | | |

| | | | [Liquidity](#i502d8a7a29d24861b3e6d12d03a5c8ee_79) | | | [51](#i502d8a7a29d24861b3e6d12d03a5c8ee_79) | | |

| | | | [Capital](#i502d8a7a29d24861b3e6d12d03a5c8ee_85) | | | [55](#i502d8a7a29d24861b3e6d12d03a5c8ee_85) | | |

| [RISKS](#i502d8a7a29d24861b3e6d12d03a5c8ee_97) | | | | | | [60](#i502d8a7a29d24861b3e6d12d03a5c8ee_97) | | |

| | | | [Risk Management](#i502d8a7a29d24861b3e6d12d03a5c8ee_103) | | | [82](#i502d8a7a29d24861b3e6d12d03a5c8ee_103) | | |

| | | | [Cybersecurity](#i502d8a7a29d24861b3e6d12d03a5c8ee_106) | | | [88](#i502d8a7a29d24861b3e6d12d03a5c8ee_106) | | |

| | | | [Controls and Procedures](#i502d8a7a29d24861b3e6d12d03a5c8ee_193) | | | [154](#i502d8a7a29d24861b3e6d12d03a5c8ee_193) | | |

| [OTHER KEY INFORMATION](#i502d8a7a29d24861b3e6d12d03a5c8ee_196) | | | | | | [155](#i502d8a7a29d24861b3e6d12d03a5c8ee_196) | | |

| | | | [Properties](#i502d8a7a29d24861b3e6d12d03a5c8ee_196) | | | [155](#i502d8a7a29d24861b3e6d12d03a5c8ee_196) | | |

| | | | [Other Information](#i502d8a7a29d24861b3e6d12d03a5c8ee_202) | | | [158](#i502d8a7a29d24861b3e6d12d03a5c8ee_202) | | |

| | | | [Signatures](#i502d8a7a29d24861b3e6d12d03a5c8ee_211) | | | [170](#i502d8a7a29d24861b3e6d12d03a5c8ee_211) | | |

| [Item 1.](#i502d8a7a29d24861b3e6d12d03a5c8ee_16) | | | [Business](#i502d8a7a29d24861b3e6d12d03a5c8ee_16) | | | [7](#i502d8a7a29d24861b3e6d12d03a5c8ee_16) - [24](#i0d3d1d43d8d649149e8799102a760a4c_551), [82](#i502d8a7a29d24861b3e6d12d03a5c8ee_103) - [87](#ia33f6b364560479c8426b5180af6b948_22079), [90](#i502d8a7a29d24861b3e6d12d03a5c8ee_109)\-[101](#ie6615fa8971e415baa823e4ba84fa19f_81478) | | |

| [Item 1A.](#i502d8a7a29d24861b3e6d12d03a5c8ee_97) | | | [Risk Factors](#i502d8a7a29d24861b3e6d12d03a5c8ee_97) | | | [60](#i502d8a7a29d24861b3e6d12d03a5c8ee_97) - [81](#ic5a9c41cd5f544cd8f997164005daafd_117029), [101](#i502d8a7a29d24861b3e6d12d03a5c8ee_112) - [106](#icaad64bde6484795892aa027dcbaf50a_33672) | | |

| | | | [Customer Service](#i166ee5dc3c8a4d4eb5d55854c66e9003_46) | | | [21](#i166ee5dc3c8a4d4eb5d55854c66e9003_46) | | |

| | | | [Production Services](#i166ee5dc3c8a4d4eb5d55854c66e9003_49) | | | [22](#i166ee5dc3c8a4d4eb5d55854c66e9003_49) | | |

| | | | [Technology](#i166ee5dc3c8a4d4eb5d55854c66e9003_52) | | | [22](#i166ee5dc3c8a4d4eb5d55854c66e9003_52) | | |

| | | | [Regulation](#i166ee5dc3c8a4d4eb5d55854c66e9003_61) | | | [24](#i166ee5dc3c8a4d4eb5d55854c66e9003_61) | | |

| | | | [Competition](#i166ee5dc3c8a4d4eb5d55854c66e9003_64) | | | [25](#i166ee5dc3c8a4d4eb5d55854c66e9003_64) | | |

| | | | [Liquidity](#i166ee5dc3c8a4d4eb5d55854c66e9003_82) | | | [51](#i166ee5dc3c8a4d4eb5d55854c66e9003_82) | | |

| | | | [Capital](#i166ee5dc3c8a4d4eb5d55854c66e9003_88) | | | [54](#i166ee5dc3c8a4d4eb5d55854c66e9003_88) | | |

| [RISKS](#i166ee5dc3c8a4d4eb5d55854c66e9003_100) | | | | | | [59](#i166ee5dc3c8a4d4eb5d55854c66e9003_100) | | |

| | | | [Risk Management](#i166ee5dc3c8a4d4eb5d55854c66e9003_106) | | | [81](#i166ee5dc3c8a4d4eb5d55854c66e9003_106) | | |

| | | | [Cybersecurity](#i166ee5dc3c8a4d4eb5d55854c66e9003_1633) | | | [87](#i166ee5dc3c8a4d4eb5d55854c66e9003_1633) | | |

| | | | [Controls and Procedures](#i166ee5dc3c8a4d4eb5d55854c66e9003_187) | | | [150](#i166ee5dc3c8a4d4eb5d55854c66e9003_187) | | |

| [OTHER KEY INFORMATION](#i166ee5dc3c8a4d4eb5d55854c66e9003_190) | | | | | | [151](#i166ee5dc3c8a4d4eb5d55854c66e9003_190) | | |

| | | | [Properties](#i166ee5dc3c8a4d4eb5d55854c66e9003_190) | | | [151](#i166ee5dc3c8a4d4eb5d55854c66e9003_190) | | |

| | | | [Other Information](#i166ee5dc3c8a4d4eb5d55854c66e9003_1600) | | | [154](#i166ee5dc3c8a4d4eb5d55854c66e9003_1600) | | |

| | | | [Signatures](#i166ee5dc3c8a4d4eb5d55854c66e9003_199) | | | [165](#i166ee5dc3c8a4d4eb5d55854c66e9003_199) | | |

| [Item 1.](#i166ee5dc3c8a4d4eb5d55854c66e9003_19) | | | [Business](#i166ee5dc3c8a4d4eb5d55854c66e9003_19) | | | [7](#i166ee5dc3c8a4d4eb5d55854c66e9003_19) - [25](#i28ff6d7c327f4d4c94d9d20301ed01d3_4371), [81](#i166ee5dc3c8a4d4eb5d55854c66e9003_106) - [86](#i35bc3492a4b44af1870508df00bb9310_22128), [89](#i166ee5dc3c8a4d4eb5d55854c66e9003_109)\-99 | | |

| [Item 1A.](#i166ee5dc3c8a4d4eb5d55854c66e9003_100) | | | [Risk Factors](#i166ee5dc3c8a4d4eb5d55854c66e9003_100) | | | [59](#i166ee5dc3c8a4d4eb5d55854c66e9003_100) - 80, [99](#i166ee5dc3c8a4d4eb5d55854c66e9003_112) - 105 | | |

| [Item 1C.](#i502d8a7a29d24861b3e6d12d03a5c8ee_106) | | | [Cybersecurity](#i502d8a7a29d24861b3e6d12d03a5c8ee_106) | | | [88](#i502d8a7a29d24861b3e6d12d03a5c8ee_106) - [89](#i6d8be8abedc949bd91a2decf48c1ae4a_7388) | | |

| [Item 2.](#i502d8a7a29d24861b3e6d12d03a5c8ee_196) | | | [Properties](#i502d8a7a29d24861b3e6d12d03a5c8ee_196) | | | [155](#i502d8a7a29d24861b3e6d12d03a5c8ee_196) | | |

| [Item 3.](#i502d8a7a29d24861b3e6d12d03a5c8ee_190) | | | [Legal Proceedings](#i502d8a7a29d24861b3e6d12d03a5c8ee_190) | | | [152](#i502d8a7a29d24861b3e6d12d03a5c8ee_190) | | |

| [I](#i166ee5dc3c8a4d4eb5d55854c66e9003_1633)[tem 1C.](#i166ee5dc3c8a4d4eb5d55854c66e9003_1633) | | | [C](#i166ee5dc3c8a4d4eb5d55854c66e9003_1633)[ybersecurity](#i166ee5dc3c8a4d4eb5d55854c66e9003_1633) | | | [87](#i166ee5dc3c8a4d4eb5d55854c66e9003_1633) - 88 | | |

| [Item 2.](#i166ee5dc3c8a4d4eb5d55854c66e9003_190) | | | [Properties](#i166ee5dc3c8a4d4eb5d55854c66e9003_190) | | | [151](#i166ee5dc3c8a4d4eb5d55854c66e9003_190) | | |

| [Item 3.](#i166ee5dc3c8a4d4eb5d55854c66e9003_184) | | | [Legal Proceedings](#i166ee5dc3c8a4d4eb5d55854c66e9003_184) | | | [149](#i166ee5dc3c8a4d4eb5d55854c66e9003_184) | | |

| [Item [removed: 5.](#i166ee5dc3c8a4d4eb5d55854c66e9003_193)] [added: 5.](#i502d8a7a29d24861b3e6d12d03a5c8ee_199)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i166ee5dc3c8a4d4eb5d55854c66e9003_193)] [added: Securities](#i502d8a7a29d24861b3e6d12d03a5c8ee_199)] | | | [removed: [152](#i166ee5dc3c8a4d4eb5d55854c66e9003_193)] [added: [156](#i502d8a7a29d24861b3e6d12d03a5c8ee_199)] - [removed: 153] [added: [157](#id30329554fd54dea8200d02a553710a7_3382)] | | |

| [Item [removed: 7.](#i166ee5dc3c8a4d4eb5d55854c66e9003_67)] [added: 7.](#i502d8a7a29d24861b3e6d12d03a5c8ee_61)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i166ee5dc3c8a4d4eb5d55854c66e9003_67)] [added: Operations](#i502d8a7a29d24861b3e6d12d03a5c8ee_61)] | | | [removed: [26](#i166ee5dc3c8a4d4eb5d55854c66e9003_67)] [added: [25](#i502d8a7a29d24861b3e6d12d03a5c8ee_61)] - [removed: 51, [54](#i166ee5dc3c8a4d4eb5d55854c66e9003_88)] [added: 52, [55](#i502d8a7a29d24861b3e6d12d03a5c8ee_85)] - [removed: 58] [added: 59] | | |

| [Item [removed: 7A.](#i166ee5dc3c8a4d4eb5d55854c66e9003_85)] [added: 7A.](#i502d8a7a29d24861b3e6d12d03a5c8ee_82)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i166ee5dc3c8a4d4eb5d55854c66e9003_85)] [added: Risk](#i502d8a7a29d24861b3e6d12d03a5c8ee_82)] | | | [removed: [52](#i166ee5dc3c8a4d4eb5d55854c66e9003_85)] [added: [53](#i502d8a7a29d24861b3e6d12d03a5c8ee_82)] - [removed: 53] [added: 54] | | |

| [Item [removed: 8.](#i166ee5dc3c8a4d4eb5d55854c66e9003_115)] [added: 8.](#i502d8a7a29d24861b3e6d12d03a5c8ee_115)] | | | [Financial Statements and Supplementary [removed: Data](#i166ee5dc3c8a4d4eb5d55854c66e9003_115)] [added: Data](#i502d8a7a29d24861b3e6d12d03a5c8ee_115)] | | | [removed: [106](#i166ee5dc3c8a4d4eb5d55854c66e9003_115)] [added: [107](#i502d8a7a29d24861b3e6d12d03a5c8ee_115)] - [removed: 149] [added: 153] | | |

| [Item [removed: 9A.](#i166ee5dc3c8a4d4eb5d55854c66e9003_187)] [added: 9A.](#i502d8a7a29d24861b3e6d12d03a5c8ee_193)] | | | [Controls and [removed: Procedures](#i166ee5dc3c8a4d4eb5d55854c66e9003_187)] [added: Procedures](#i502d8a7a29d24861b3e6d12d03a5c8ee_193)] | | | [removed: [150](#i166ee5dc3c8a4d4eb5d55854c66e9003_187)] [added: [154](#i502d8a7a29d24861b3e6d12d03a5c8ee_193)] | | |

| [Item [removed: 9B.](#i166ee5dc3c8a4d4eb5d55854c66e9003_1600)] [added: 9B.](#i502d8a7a29d24861b3e6d12d03a5c8ee_202)] | | | [Other [removed: Information](#i166ee5dc3c8a4d4eb5d55854c66e9003_1600)] [added: Information](#i502d8a7a29d24861b3e6d12d03a5c8ee_202)] | | | [removed: [154](#i166ee5dc3c8a4d4eb5d55854c66e9003_1600)] [added: [158](#i502d8a7a29d24861b3e6d12d03a5c8ee_202)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | (a), [158](#i502d8a7a29d24861b3e6d12d03a5c8ee_202) | | |

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| [Item [removed: 15.](#i166ee5dc3c8a4d4eb5d55854c66e9003_196)] [added: 15.](#i502d8a7a29d24861b3e6d12d03a5c8ee_208)] | | | [Exhibits and Financial Statement [removed: Schedules](#i166ee5dc3c8a4d4eb5d55854c66e9003_196)] [added: Schedules](#i502d8a7a29d24861b3e6d12d03a5c8ee_208)] | | | [removed: [155](#i166ee5dc3c8a4d4eb5d55854c66e9003_196)] [added: [159](#i502d8a7a29d24861b3e6d12d03a5c8ee_208)] - [removed: 164] [added: 169] | | |

(a)Incorporated by reference to [removed: “Management”,] [added: “Management,”] “Election of Directors,” “Governance Principles,” “Code of Conduct” and “Committees of the Board of the Directors” in our definitive proxy statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be held on June [removed: 11, 2024,] [added: 17, 2025,] which will be filed within 120 days of the end our fiscal year ended December 31, [removed: 2023] [added: 2024] (the [removed: “2024] [added: “2025] Proxy Statement”).

(b)Incorporated by reference to “Compensation Discussion and Analysis,” [removed: “2023] [added: “2024] Executive Compensation,” “Management Development and Compensation Committee Report” and “Management Development and Compensation Committee Interlocks and Insider [removed: Participation” and] [added: Participation,”] “CEO Pay Ratio” [added: and “Policies and Practices related to the Grant of Certain Equity Awards Close] in [added: Time to] the [removed: 2024] [added: Release of Material Nonpublic Information” in the 2025] Proxy Statement.

(c)Incorporated by reference to “Beneficial Ownership” and “Equity Compensation Plan Information” in the [removed: 2024] [added: 2025] Proxy Statement.

(d)Incorporated by reference to “Related Person Transactions,” “Election of Directors” and “Committees of the Board of Directors” in the [removed: 2024] [added: 2025] Proxy Statement.

(e)Incorporated by reference to “Independent Auditor” in the [removed: 2024] [added: 2025] Proxy Statement.

Information with respect to partner “locations” in this report is given at December 31, [removed: 2023.][added: 2024.]

For a description of certain other terms we use, including “active account” and “purchase volume,” see the notes to [removed: *Management’s] [added: "*Management’s] Discussion and Analysis*—*Results of Operations*—*Other Financial and Statistical Data*.” There is no standard industry definition for many of these terms, and other companies may define them differently than we do.

“Synchrony” and its logos and other trademarks referred to in this report, [removed: including,] [added: including] CareCredit®, Quickscreen®, Dual Card™, Synchrony Car Care™ and SyPI™ belong to us.

On our website at [removed: www.synchrony.com,] [added: https://investors.synchrony.com,] we make available under the [removed: "Investors-SEC] [added: "Filings & Regulatory-SEC] Filings" menu selection, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the [added: Securities] Exchange Act [added: of 1934,] as [added: amended (the "Exchange Act") as] soon as reasonably practicable after such reports or amendments are electronically filed with, or furnished to, the SEC.

Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “targets,” “outlook,” “estimates,” “will,” “should,” [removed: “may”] [added: “may,” "aim," “focus,” “confident,” “trajectory,”] or words of similar meaning, but these words are not the exclusive means of identifying forward-looking statements.

Factors that could cause actual results to differ materially include global political, economic, business, competitive, market, regulatory and other factors and risks, such as: the impact of macroeconomic [removed: conditions] [added: conditions, including factors impacting consumer confidence] and [added: economic growth in the United States, and] whether industry trends we have identified develop as anticipated; [added: the impact of changes in the U.S. presidential administration and Congress on fiscal, monetary and regulatory policy;] retaining existing partners and attracting new partners, concentration of our revenue in a small number of partners, and promotion and support of our products by our partners; cyber-attacks or other security incidents or breaches; disruptions in the operations of our and our outsourced partners' computer systems and data centers; the financial performance of our partners; the [removed: CFPB’s proposed] [added: Consumer Financial Protection Bureau's ("CFPB") final] rule on credit card late [removed: fees if adopted] [added: fees, including the timing for resolution and outcome of the litigation challenging the final rule,] as [removed: proposed;] [added: well as changes to consumer behaviors in response to] the [added: final rule, if implemented, the product, pricing and policy changes that have been or will be implemented to mitigate the impacts of the final rule or the final rule not becoming effective; the] sufficiency of our allowance for credit losses and the accuracy of the assumptions or estimates used in preparing our financial statements, including those related to the CECL accounting guidance; higher borrowing costs and adverse financial market conditions impacting our funding and liquidity, and any reduction in our credit ratings; our ability to grow our deposits in the future; damage to our reputation; our ability to securitize our loan receivables, occurrence of an early amortization of our securitization facilities, loss of the right to service or subservice our securitized loan receivables, and lower payment rates on our securitized loan receivables; changes in market interest [removed: rates and the impact of any margin compression;] [added: rates;] effectiveness of our risk management processes and procedures; reliance on models which may be inaccurate or misinterpreted; our ability to manage our credit risk; our ability to offset increases in our costs in retailer share arrangements; competition in the consumer finance industry; our concentration in the U.S. consumer credit [removed: market;] [added: market and susceptibility to market fluctuations and legislative and regulatory developments;] our ability to successfully develop and commercialize new or enhanced products and services; our ability to realize the value of acquisitions, dispositions and strategic investments; reductions in interchange fees; fraudulent activity; failure of third-parties to provide various services that are important to our operations; international risks and compliance and regulatory risks and costs associated with international operations; alleged infringement of intellectual property rights of others and our ability to protect our intellectual property; [removed: litigation and] [added: litigation,] regulatory [removed: actions;] [added: actions and compliance issues;] our ability to attract, retain and motivate key officers and employees; tax legislation initiatives or challenges to our tax positions and/or interpretations, and state sales tax rules and regulations; regulation, supervision, examination and enforcement of our business by governmental authorities, the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and other legislative and regulatory developments and the impact of the [removed: Consumer Financial Protection Bureau’s (the “CFPB”)] [added: CFPB's] regulation of our business, including new requirements and constraints that Synchrony and the Bank [added: are or] will become subject to as a result of having $100 billion or more in total assets; impact of capital adequacy rules and liquidity requirements; restrictions that limit our ability to pay dividends and repurchase our common stock, and restrictions that limit the Bank’s ability to pay dividends to us; regulations relating to privacy, information security and data protection; use of third-party vendors and ongoing third-party business relationships; and failure to comply with anti-money laundering and anti-terrorism financing laws.

Further, any forward-looking [removed: statement] [added: statement, including under the heading *"Business Trends and Conditions"* below,] speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.

We are a premier consumer financial services company delivering one of the industry's most [removed: complete,] [added: complete] digitally-enabled product suites.

During [removed: 2023,] [added: 2024,] we financed [removed: $185.2] [added: $182.2] billion of purchase volume, and at December 31, [removed: 2023,] [added: 2024,] we had [removed: $103.0] [added: $104.7] billion of loan receivables and [removed: 73.5] [added: 71.5] million active accounts.

We have [removed: omni-channel] [added: omnichannel] (in-store, online and mobile) technology and marketing capabilities, which allow us to offer and deliver our credit products instantly to customers across multiple channels.

We continue to invest in, and develop, our digital assets [added: as we aim] to ensure our partners are well positioned for the rapidly evolving environment.

We have been able to demonstrate our digital capabilities by providing solutions that meet the needs of our partners and customers, with approximately [removed: 58%] [added: 57%] of our consumer revolving applications in [removed: 2023] [added: 2024] processed through a digital channel.

Substantially all of our [removed: revenue activities are within] [added: credit card business is in] the United States.

[removed: We primarily manage] [added: As discussed above under “*Our Business—Our Sales Platforms*,” we offer] our credit products through five sales platforms (Home & Auto, Digital, Diversified & Value, Health & Wellness and Lifestyle).

[removed: We have significantly expanded our online direct banking operations in recent years and our] [added: Our] deposit base [removed: serves] [added: has continued to serve] as a source of stable and diversified [removed: low cost] [added: low-cost] funding for our credit activities.

At December 31, [removed: 2023,] [added: 2024,] we had [removed: $81.2] [added: $82.1] billion in deposits, which represented 84% of our total funding sources.

[removed: ][added: ]

Home & Auto accounted for [removed: $5.3] [added: $5.8] billion, or [removed: 26%,] [added: 27%,] of our total interest and fees on loans for the year ended December 31, [removed: 2023.][added: 2024.]

At December 31, [removed: 2023,] [added: 2024,] the length of our relationship with each of our five largest partners was over 10 years, and in the case of Lowe's, [removed: 44] [added: 45] years.

| [removed: 2023] [added: 2024] Partner Agreements: | | | | | | | | |

Digital accounted for [removed: $5.9] [added: $6.3] billion, or [removed: 30%,] [added: 29%,] of our total interest and fees on loans for the year ended December 31, [removed: 2023.][added: 2024.]

Our Digital sales platform includes key partners delivering digital payment solutions, such as PayPal, including our Venmo program, online marketplaces, such as Amazon and eBay, and digital-first brands and merchants, such as [removed: Verizon,] [added: Fanatics,] the Qurate brands, and [removed: Fanatics.][added: Verizon.]

The Digital sales platform has strong alignment with its partners through [added: both long-standing] relationships [removed: that span decades,] as well as [removed: through] [added: new programs such as] our [removed: more recent program launches] [added: partnership] with [removed: Verizon and Venmo.][added: Virgin Red in 2024.]

At December 31, [removed: 2023,] [added: 2024,] the length of our relationship with each of our [removed: four] [added: three] largest partners was over 10 years, and in the case of PayPal, [removed: 19] [added: 20] years.

The Digital sales platform has highly engaged customers and [removed: can] [added: aims to] continue to drive penetration and everyday use by expanding products, channels, and deeper user experience integrations.

Diversified & Value accounted for [removed: $4.5] [added: $4.8] billion, or [removed: 23%,] [added: 22%,] of our total interest and fees on loans for the year ended December 31, [removed: 2023.][added: 2024.]

Our Diversified & Value sales platform is comprised of five large retail partners: Belk, Fleet Farm, JCPenney, Sam's Club and TJX Companies, Inc. Through strong partner alignment, competitive value propositions, and embedding our products in the digital experience, we [removed: can] [added: expect to] continue to drive penetration and everyday use.

At December 31, [removed: 2023,] [added: 2024,] the length of our relationship with each of these five partners was over 10 years, and in the case of Sam’s Club, [removed: 30] [added: 31] years.

| Program extensions: | | | • [removed: Belk] [added: CF Moto] | | | [added: • EC Barton] | | |

Our Health & Wellness sales platform provides comprehensive healthcare payments and financing solutions, through a network of providers and health [removed: systems,] [added: related retail locations,] for those seeking health and wellness care for themselves, their families and their pets, and includes our CareCredit brand, as well as partners such as Walgreens.

Health & Wellness accounted for [removed: $3.2] [added: $3.7] billion, or [removed: 16%,] [added: 17%,] of our total interest and fees on loans for the year ended December 31, [removed: 2023.][added: 2024.]

We offer customers a CareCredit-branded private label credit card that may be used across our network of CareCredit providers and our CareCredit Dual Card offering, access to installment loans [removed: in] [added: at] select [removed: providers,] [added: providers and] our Walgreens private label and Dual [removed: Card, along with complementary products such as Pets Best pet insurance.][added: Card.]

In [removed: November 2023,] [added: March 2024,] we [removed: entered into an agreement for the sale of] [added: also sold] Pets Best [added: Insurance Services, LLC (“Pets Best”)] for consideration comprising a combination of cash and an equity interest in Independence Pet Holdings, Inc. [removed: The transaction is expected to close in the first quarter of 2024.]

At December 31, [removed: 2023,] [added: 2024,] we had a network of Health & Wellness providers and health-focused retailers that collectively have over [removed: 270,000] [added: 285,000] locations.

Excluding our program agreement with Walgreens, no single Health & Wellness partner accounted for more than [removed: 0.5%] [added: 0.6%] of our total interest and fees on loans for the year ended December 31, [removed: 2023.][added: 2024.]

| [Signatures](#i502d8a7a29d24861b3e6d12d03a5c8ee_211) | | | | | | [170](#i502d8a7a29d24861b3e6d12d03a5c8ee_211) - 172 | | |

In March 2024, we completed our acquisition of Ally Financial Inc.'s point-of-sale financing business ("Ally Lending"), which deepened our presence in the home improvement sector, including specialty areas such as roofing, HVAC and windows.

| New partnerships: | | | • Bel Furniture | | | • The Carpet Guys | | |

| • National Alliance Trade Merchants (NATM) | | | | | | | | |

| Program extensions: | | | • Associated Materials | | | • Generac | | |

| • Big Sandy | | | • Jerome's Furniture | | | | | |

| • BrandsMart | | | • P.C. Richard & Son | | | | | |

| Program extensions: | | | • Cathay Pacific | | | • Verizon | | |

| • Newegg | | | | | | | | |

| 2024 Partner Agreements: | | | | | | | | |

| Program extensions: | | | • JCPenney | | | • Sam's Club(1) | | |

_________________

(1)Renewed in January 2025.

In March 2024, we expanded our installment loan offering in health and wellness, including cosmetic, audiology and dentistry through our acquisition of Ally Lending.

| 2024 Partner Agreements: | | | | | | | | |

| New partnerships: | | | • Bond Veterinary | | | • Pet Paradise | | |

| • Lakefield Veterinary Group | | | • Western Veterinary | | | | | |

| • LaserAway | | | | | | | | |

| Extensions: | | | • Bosley | | | • LCA Vision | | |

| • HearingLife | | | • SCI | | | | | |

| • Innovetive | | | • Suveto | | | | | |

During the year ended December 31, 2024 we also launched the integration of our CareCredit credit card with Pets Best, which is part of Independence Pet Holdings, Inc., to enable direct insurance claim reimbursement for customers.

| 2024 Partner Agreements: | | | | | | | | |

| New partnerships: | | | • BRP | | | • Gibson | | |

| • Daniel's | | | • Reeds | | | | | |

| • Dick's Sporting Goods | | | | | | | | |

During the year ended December 31, 2024 we extended our program agreement with JCPenney and in January 2025 we extended our program agreement with Sam's Club.

Interchange fees are earned when our Dual Card credit cards are used outside of our partners’ sales channels, and from transactions using our general purpose co-branded credit cards.

We deliver our marketing program offers, such as "10% off the customer’s first purchase," and consumer communications through a variety of channels.

These outlets often include in-store signage, online advertising, retailer website placement, associate communication, emails, text messages, direct mail campaigns and advertising circulars.

Our marketing channels are often a combination of television, radio, print and digital marketing which includes search engine optimization, paid search, social media, display, personalization, capabilities and product education.

Our marketing teams offer expertise and experience in omnichannel strategy and planning, utilizing a comprehensive set of tools and machine learning algorithms, often tailored to the portfolio or product, focused on expanding and optimizing customer relationships.

Our proprietary access to data and insights from our approximately 70 million customers, as well as additional consumer data from our partners and other third parties, allows us to meaningfully connect with consumers based on their unique attributes.

Our data-driven approach helps us identify audiences for credit acquisition and utilization, increases sales conversions and provides behavioral insights that help increase product usage and reinforce our value proposition.

Our customers continue to demonstrate their preference to interact with Synchrony through these digital experiences.

In 2024, approximately 57% of our consumer credit card applications were made via online or mobile channels, and over 75% of our consumer credit card accounts with an outstanding balance had activated digital account servicing capabilities.

In addition, we continue to expand the ways in which our customers can access our products.

We have also expanded the provisioning of our products in third-party digital wallets, primarily Apple Pay and Google Pay.

We are also focused on enhancements to our consumer-facing digital properties.

Our online marketplace allows our customers to shop a broad set of Synchrony partner brands, log in to manage their accounts, and access Synchrony credit card offers.

| [Signatures](#i166ee5dc3c8a4d4eb5d55854c66e9003_199) | | | | | | [165](#i166ee5dc3c8a4d4eb5d55854c66e9003_199) - 167 | | |

______________________

____________________________________________________________________________________________

| New partnerships: | | | • Big Brand Tire & Service | | | • LG Air Conditioning | | |

| • GreatWater 360 Auto Care | | | • Roto Rooter | | | | | |

| • Installation Made Easy | | | | | | | | |

| Program extensions: | | | • CCA Global Partners | | | • Living Space | | |

| • CertainPath | | | • LoveSac | | | | | |

| • Conn's | | | • Morris Furniture Company | | | | | |

| • Haverty's Furniture | | | • Rheem | | | | | |

| • Haynes | | | • York | | | | | |

| • Horizon | | | | | | | | |

| New partnerships: | | | • Albertsons Companies | | | • Marquee Dental Partners | | |

| • AmeriVet Veterinary Partners | | | • O'Brien Vet Group | | | | | |

| • Destination Pet | | | • Sonova | | | | | |

| • Hand & Stone | | | • Specialty 1 Partners | | | | | |

| • Heart and Paw | | | • Valley Veterinary | | | | | |

| Extensions: | | | • American Dental Association | | | • The Good Feet Store | | |

| • Academy of General Dentistry | | | • NVA | | | | | |

| • The Aspen Group | | | • PetVet Care Centers | | | | | |

| Program extensions: | | | • Club Champion | | | • Robbins Brothers | | |

| • Handi Quilter | | | • The Alliance of Independent Music Merchants | | | | | |

| • JTV | | | • The Container Store | | | | | |

| • Park West Gallery | | | • Vanderhall Motorworks | | | | | |

| • Piaggio | | | | | | | | |

Prior year activity in Corp, Other primarily includes amounts associated with the Gap Inc. and BP portfolios, which were both sold in the second quarter of 2022.

In our Health & Wellness sales platform, Other income also includes commission fees earned by Pets Best.

Our marketing programs include marketing offers (e.g., 10% off the customer’s first purchase) and consumer communications delivered through a variety of channels, including in-store signage, online advertising, retailer website placement, associate communication, emails, text messages, direct mail campaigns, advertising circulars, and outside marketing via television, radio, print, digital marketing (search engine optimization, paid search and personalization), and product education.

Our marketing teams have expertise and experience in omnichannel strategy and planning and understand the best opportunities to reach and engage consumers with tailored and personalized strategies for our diverse product suite, including engaging with our existing over 73 million active accounts.

These teams drive qualified traffic, attract new customers and increase sales conversions.

These capabilities also help to increase product usage and drive value proposition reinforcement.

We also maximize our unique access to data and customer touchpoints to identify audiences for credit acquisition and utilization, and to analyze behaviors that drive insights to fuel creative content and contextually relevant placements both on our digital properties as well as through a network of publishers and platforms.

Our analytics teams, utilizing a set of analytics tools and machine learning algorithms, help us expand and optimize customer relationships through the building of targeting tools and the deployment of detailed test-and-learn tracking of omnichannel marketing campaigns.

In 2023, approximately 58% of our consumers applied online and approximately 75% of our consumers with an outstanding balance on our credit products utilized a digital service channel, demonstrating the continued shift in consumer trends towards digital experiences.

In 2023 we also launched a website consolidation effort to create a more unified set of digital properties.

The new property also includes an improved marketplace, where consumers can shop a broad set of Synchrony partner brands, login to service their accounts, and find credit card offers from Synchrony.

We operate loyalty programs designed to generate incremental purchase volume per customer, while reinforcing the value of the card to the customer and strengthening customer loyalty.

Many of the credit rewards loyalty programs we manage provide rewards points, which are redeemable for a variety of products or awards, or merchandise discounts earned by achieving a pre-set spending level on their private label credit card, Dual Card or general purpose co-branded credit card.

Other programs include statement credit or cash back rewards.

The rewards can be mailed to the cardholder, accessed digitally or may be immediately redeemable at the partner’s store.

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