Synchrony Financial 10-K 2025-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025 OR

For the transition period from to

001-36560

(Commission File Number)

SYNCHRONY FINANCIAL

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code) (203) 585-2400

Securities Registered Pursuant to Section 12(b) of the Act:

Securities Registered Pursuant to Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

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 $24,823,465,409.

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of January 30, 2026 was 347,596,279.

DOCUMENTS INCORPORATED BY REFERENCE

The definitive proxy statement relating to the registrant’s Annual Meeting of Stockholders, to be held June 24, 2026, is incorporated by reference into Part III to the extent described therein.

Synchrony Financial

Table of Contents

OUR ANNUAL REPORT ON FORM 10-K

To improve the readability of this document and better present both our financial results and how we manage our business, we present the content of our Annual Report on Form 10-K in the order listed in the table of contents below. See "Form 10-K Cross-Reference Index" on page 4 for a cross-reference index to the traditional U.S. Securities and Exchange Commission (SEC) Form 10-K format.

FORM 10-K CROSS REFERENCE INDEX

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| | | | | | | | | | | Item 1C. | | | Cybersecurity | | | 86 - 87 | | | | | | | | | | | | | | Item 2. | | | Properties | | | 152 | | | | | | | | | | | | | | Item 3. | | | Legal Proceedings | | | 150 | | | | | | | | | | | | |

| | | | | | | | | | | Part II | | | | | | | | | | | | | | | | | | | | Item 5. | | | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | 153 - 154 | | | | | | | | | | | | | | Item 7. | | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | 25 - 50, 53 - 57 | | | | | | | | | | | | | | Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | 51 - 52 | | | | | | | | | | | | | | Item 8. | | | Financial Statements and Supplementary Data | | | 103 - 150 | | | | | | | | | | | | |

| | | | | | | | | | | Item 9A. | | | Controls and Procedures | | | 151 | | | | | | | | | | | | | | Item 9B. | | | Other Information | | | 155 | | | | | | | | | | | | |

| | | | | | | | | | | Part III | | | | | | | | | | | | | | | | | | | | Item 10. | | | Directors, Executive Officers and Corporate Governance | | | (a), 155 | | | | | | | | | | | | |

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| | | | | | | | | | | Part IV | | | | | | | | | | | | | | | | | | | | Item 15. | | | Exhibits and Financial Statement Schedules | | | 156 - 166 | | | | | | | | | | | | |

| | | | | | | | | | | Signatures | | | | | | 167 - 169 | | |

(a)Incorporated by reference to “Management,” “Election of Directors,” “Governance Principles,” “Code of Conduct” and “Committees of the Board of the Directors” in our definitive proxy statement for our 2026 Annual Meeting of Stockholders to be held on June 24, 2026, which will be filed within 120 days of the end our fiscal year ended December 31, 2025 (the “2026 Proxy Statement”).

(b)Incorporated by reference to “Compensation Discussion and Analysis,” “2025 Executive Compensation,” “Management Development and Compensation Committee Report” and “Management Development and Compensation Committee Interlocks and Insider Participation,” “CEO Pay Ratio” and “Policies and Practices related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information” in the 2026 Proxy Statement.

(c)Incorporated by reference to “Beneficial Ownership” and “Equity Compensation Plan Information” in the 2026 Proxy Statement.

(d)Incorporated by reference to “Related Person Transactions,” “Election of Directors” and “Committees of the Board of Directors” in the 2026 Proxy Statement.

(e)Incorporated by reference to “Independent Auditor” in the 2026 Proxy Statement.

Certain Defined Terms

Except as the context may otherwise require in this report, references to:

• “we,” “us,” “our” and the “Company” are to SYNCHRONY FINANCIAL and its subsidiaries;

• “Synchrony” are to SYNCHRONY FINANCIAL only;

• the “Bank” are to Synchrony Bank (a subsidiary of Synchrony);

• the “Board of Directors” or “Board” are to Synchrony’s board of directors;

• "Ally Lending" are to Ally Financial Inc.'s point-of-sale financing business;

• “CARD Act” are to the Credit Card Accountability Responsibility and Disclosure Act of 2009;

• "CECL" are to the impairment model known as the Current Expected Credit Loss model, which is based on expected credit losses;

• “Dodd-Frank Act” are to the Dodd-Frank Wall Street Reform and Consumer Protection Act;

• “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

• "Fiserv" are to Fiserv Solutions LLC;

• “Fitch” are to Fitch Ratings, Inc.;

• "Heightened Standards" are to OCC guidelines establishing heightened standards for governance and risk management;

• “Moody's” are to Moody’s Investor Services, Inc.;

• “Patriot Act” are to USA PATRIOT Act of 2001;

• "Pets Best" are to Pets Best Insurance Services, LLC; and

• “VantageScore” are to a credit score developed by the three major credit reporting agencies which is used as a means of evaluating the likelihood that credit users will pay their obligations.

We provide a range of credit products through programs we have established with a diverse group of national and regional retailers, local merchants, manufacturers, buying groups, industry associations and healthcare service providers, which, in our business and in this report, we refer to as our “partners.” The terms of the programs all require cooperative efforts between us and our partners of varying natures and degrees to establish and operate the programs. Our use of the term “partners” to refer to these entities is not intended to, and does not, describe our legal relationship with them, imply that a legal partnership or other relationship exists between the parties or create any legal partnership or other relationship. Information with respect to partner “locations” in this report is given at December 31, 2025. “Open accounts” represents credit card or installment loan accounts that are not closed, blocked or more than 60 days delinquent.

Unless otherwise indicated, references to “loan receivables” do not include loan receivables held for sale.

For a description of certain other terms we use, including “active account” and “purchase volume,” see the notes to "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, including CareCredit®, Quickscreen®, Dual Card™, Synchrony Car Care™ and SyPI™ belong to us. Solely for convenience, we refer to our trademarks in this report without the ™ and ® symbols, but such references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights to our trademarks. Other service marks, trademarks and trade names referred to in this report are the property of their respective owners.

On our website at https://investors.synchrony.com, we make available under the "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 Securities Exchange Act of 1934, as amended (the "Exchange Act") as soon as reasonably practicable after such reports or amendments are electronically filed with, or furnished to, the SEC. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information that we file electronically with the SEC.

Industry and Market Data

This report contains various historical and projected financial information concerning our industry and market. Some of this information is from industry publications and other third-party sources, and other information is from our own data and market research that we commission. All of this information involves a variety of assumptions, limitations and methodologies and is inherently subject to uncertainties, and therefore you are cautioned not to give undue weight to it. Although we believe that those industry publications and other third-party sources are reliable, we have not independently verified the accuracy or completeness of any of the data from those publications or sources.

Cautionary Note Regarding Forward-Looking Statements:

Various statements in this Annual Report on Form 10-K may contain “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “targets,” “outlook,” “estimates,” “will,” “should,” “may,” "aim," “focus,” “goal,” “confident,” “trajectory,” "priorities," "designed," "consider" or words of similar meaning, but these words are not the exclusive means of identifying forward-looking statements.

Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these 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 conditions, including factors impacting consumer confidence and economic growth in the United States, such as inflation, interest rates, tariffs (including retaliatory tariffs) and an economic downturn or recession, and whether industry trends we have identified develop as anticipated; the impact of changes made or influenced by the U.S. presidential administration and Congress on fiscal, monetary and regulatory policy, including with respect to constraints on the pricing of our credit products; the impact of federal government shutdowns, such

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