Synchrony Financial (SYF) 10-K risk factor changes: FY2025 vs FY2024

For the fiscal year ended December 31, [removed: 2024] [added: 2025] OR

[removed: ][added: ]

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: $18,645,501,294.][added: $24,823,465,409.]

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of January [removed: 31, 2025] [added: 30, 2026] was [removed: 388,749,489.][added: 347,596,279.]

The definitive proxy statement relating to the registrant’s Annual Meeting of Stockholders, to be held June [removed: 17, 2025,] [added: 24, 2026,] is incorporated by reference into Part III to the extent described therein.

| [OUR [removed: BUSINESS](#i502d8a7a29d24861b3e6d12d03a5c8ee_16)] [added: BUSINESS](#i575160e2e2304bffab18310be1df3aec_16)] | | | | | | [removed: [7](#i502d8a7a29d24861b3e6d12d03a5c8ee_16)] [added: [8](#i575160e2e2304bffab18310be1df3aec_16)] | | |

| | | | [Our [removed: Company](#i502d8a7a29d24861b3e6d12d03a5c8ee_16)] [added: Company](#i575160e2e2304bffab18310be1df3aec_16)] | | | [removed: [7](#i502d8a7a29d24861b3e6d12d03a5c8ee_16)] [added: [8](#i575160e2e2304bffab18310be1df3aec_16)] | | |

| | | | [Our Sales [removed: Platforms](#i502d8a7a29d24861b3e6d12d03a5c8ee_19)] [added: Platforms](#i575160e2e2304bffab18310be1df3aec_19)] | | | [removed: [8](#i502d8a7a29d24861b3e6d12d03a5c8ee_19)] [added: [9](#i575160e2e2304bffab18310be1df3aec_19)] | | |

| | | | [Our Partner [removed: Agreements](#i502d8a7a29d24861b3e6d12d03a5c8ee_22)] [added: Agreements](#i575160e2e2304bffab18310be1df3aec_22)] | | | [removed: [11](#i502d8a7a29d24861b3e6d12d03a5c8ee_22)] [added: [12](#i575160e2e2304bffab18310be1df3aec_22)] | | |

| | | | [Our [removed: Customers](#i502d8a7a29d24861b3e6d12d03a5c8ee_25)] [added: Customers](#i575160e2e2304bffab18310be1df3aec_25)] | | | [removed: [15](#i502d8a7a29d24861b3e6d12d03a5c8ee_25)] [added: [14](#i575160e2e2304bffab18310be1df3aec_25)] | | |

| | | | [Our Credit [removed: Products](#i502d8a7a29d24861b3e6d12d03a5c8ee_28)] [added: Products](#i575160e2e2304bffab18310be1df3aec_28)] | | | [removed: [17](#i502d8a7a29d24861b3e6d12d03a5c8ee_28)] [added: [17](#i575160e2e2304bffab18310be1df3aec_28)] | | |

| | | | [Consumer [removed: Banking](#i502d8a7a29d24861b3e6d12d03a5c8ee_31)] [added: Banking](#i575160e2e2304bffab18310be1df3aec_31)] | | | [removed: [19](#i502d8a7a29d24861b3e6d12d03a5c8ee_31)] [added: [19](#i575160e2e2304bffab18310be1df3aec_31)] | | |

| | | | [Credit Risk [removed: Management](#i502d8a7a29d24861b3e6d12d03a5c8ee_34)] [added: Management](#i575160e2e2304bffab18310be1df3aec_34)] | | | [removed: [20](#i502d8a7a29d24861b3e6d12d03a5c8ee_34)] [added: [20](#i575160e2e2304bffab18310be1df3aec_34)] | | |

| | | | [Human [removed: Capital](#i502d8a7a29d24861b3e6d12d03a5c8ee_52)] [added: Capital](#i575160e2e2304bffab18310be1df3aec_40)] | | | [removed: [22](#i502d8a7a29d24861b3e6d12d03a5c8ee_52)] [added: [22](#i575160e2e2304bffab18310be1df3aec_40)] | | |

| | | | [Intellectual [removed: Property](#i502d8a7a29d24861b3e6d12d03a5c8ee_49)] [added: Property](#i575160e2e2304bffab18310be1df3aec_49)] | | | [removed: [24](#i502d8a7a29d24861b3e6d12d03a5c8ee_49)] [added: [24](#i575160e2e2304bffab18310be1df3aec_49)] | | |

| [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i502d8a7a29d24861b3e6d12d03a5c8ee_61)] [added: OPERATIONS](#i575160e2e2304bffab18310be1df3aec_52)] | | | | | | [removed: [25](#i502d8a7a29d24861b3e6d12d03a5c8ee_61)] [added: [25](#i575160e2e2304bffab18310be1df3aec_52)] | | |

| | | | [Results of [removed: Operations](#i502d8a7a29d24861b3e6d12d03a5c8ee_64)] [added: Operations](#i575160e2e2304bffab18310be1df3aec_55)] | | | [removed: [25](#i502d8a7a29d24861b3e6d12d03a5c8ee_64)] [added: [25](#i575160e2e2304bffab18310be1df3aec_55)] | | |

| | | | [Loan [removed: Receivables](#i502d8a7a29d24861b3e6d12d03a5c8ee_70)] [added: Receivables](#i575160e2e2304bffab18310be1df3aec_61)] | | | [removed: [44](#i502d8a7a29d24861b3e6d12d03a5c8ee_70)] [added: [43](#i575160e2e2304bffab18310be1df3aec_61)] | | |

| | | | [Funding, Liquidity and Capital [removed: Resources](#i502d8a7a29d24861b3e6d12d03a5c8ee_73)] [added: Resources](#i575160e2e2304bffab18310be1df3aec_64)] | | | [removed: [46](#i502d8a7a29d24861b3e6d12d03a5c8ee_73)] [added: [45](#i575160e2e2304bffab18310be1df3aec_64)] | | |

| | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i502d8a7a29d24861b3e6d12d03a5c8ee_82)] [added: Risk](#i575160e2e2304bffab18310be1df3aec_76)] | | | [removed: [53](#i502d8a7a29d24861b3e6d12d03a5c8ee_82)] [added: [51](#i575160e2e2304bffab18310be1df3aec_76)] | | |

| | | | [Off-Balance Sheet Arrangements and Unfunded Lending [removed: Commitments](#i502d8a7a29d24861b3e6d12d03a5c8ee_88)] [added: Commitments](#i575160e2e2304bffab18310be1df3aec_82)] | | | [removed: [57](#i502d8a7a29d24861b3e6d12d03a5c8ee_88)] [added: [55](#i575160e2e2304bffab18310be1df3aec_82)] | | |

| | | | [Critical Accounting [removed: Estimates](#i502d8a7a29d24861b3e6d12d03a5c8ee_91)] [added: Estimates](#i575160e2e2304bffab18310be1df3aec_85)] | | | [removed: [57](#i502d8a7a29d24861b3e6d12d03a5c8ee_91)] [added: [56](#i575160e2e2304bffab18310be1df3aec_85)] | | |

| | | | [Risk Factors [removed: Summary](#i502d8a7a29d24861b3e6d12d03a5c8ee_97)] [added: Summary](#i575160e2e2304bffab18310be1df3aec_88)] | | | [removed: [60](#i502d8a7a29d24861b3e6d12d03a5c8ee_97)] [added: [58](#i575160e2e2304bffab18310be1df3aec_88)] | | |

| | | | [Risk Factors Relating To Our [removed: Business](#i502d8a7a29d24861b3e6d12d03a5c8ee_100)] [added: Business](#i575160e2e2304bffab18310be1df3aec_91)] | | | [removed: [62](#i502d8a7a29d24861b3e6d12d03a5c8ee_100)] [added: [60](#i575160e2e2304bffab18310be1df3aec_91)] | | |

| | | | [Risk [removed: Management](#i502d8a7a29d24861b3e6d12d03a5c8ee_103)] [added: Management](#i575160e2e2304bffab18310be1df3aec_94)] | | | [removed: [82](#i502d8a7a29d24861b3e6d12d03a5c8ee_103)] [added: [80](#i575160e2e2304bffab18310be1df3aec_94)] | | |

| | | | [Regulation Relating to Our [removed: Business](#i502d8a7a29d24861b3e6d12d03a5c8ee_109)] [added: Business](#i575160e2e2304bffab18310be1df3aec_100)] | | | [removed: [90](#i502d8a7a29d24861b3e6d12d03a5c8ee_109)] [added: [88](#i575160e2e2304bffab18310be1df3aec_100)] | | |

| | | | [Risk Factors Relating to [removed: Regulation](#i502d8a7a29d24861b3e6d12d03a5c8ee_112)] [added: Regulation](#i575160e2e2304bffab18310be1df3aec_103)] | | | [removed: [101](#i502d8a7a29d24861b3e6d12d03a5c8ee_112)] [added: [97](#i575160e2e2304bffab18310be1df3aec_103)] | | |

| [CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i502d8a7a29d24861b3e6d12d03a5c8ee_115)] [added: DATA](#i575160e2e2304bffab18310be1df3aec_106)] | | | | | | [removed: [107](#i502d8a7a29d24861b3e6d12d03a5c8ee_115)] [added: [103](#i575160e2e2304bffab18310be1df3aec_106)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i502d8a7a29d24861b3e6d12d03a5c8ee_115)] [added: Firm](#i575160e2e2304bffab18310be1df3aec_106)] | | | [removed: [107](#i502d8a7a29d24861b3e6d12d03a5c8ee_115)] [added: [103](#i575160e2e2304bffab18310be1df3aec_106)] | | |

| | | | [removed: [Consolidated] [added: [Index to Consolidated] Financial [removed: Statements](#i502d8a7a29d24861b3e6d12d03a5c8ee_118)] [added: Statements](#i575160e2e2304bffab18310be1df3aec_112)] | | | [removed: [112](#i502d8a7a29d24861b3e6d12d03a5c8ee_118)] [added: [106](#i575160e2e2304bffab18310be1df3aec_112)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i502d8a7a29d24861b3e6d12d03a5c8ee_133)] [added: Statements](#i575160e2e2304bffab18310be1df3aec_130)] | | | [removed: [117](#i502d8a7a29d24861b3e6d12d03a5c8ee_133)] [added: [112](#i575160e2e2304bffab18310be1df3aec_130)] | | |

| | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i502d8a7a29d24861b3e6d12d03a5c8ee_199)] [added: Securities](#i575160e2e2304bffab18310be1df3aec_208)] | | | [removed: [156](#i502d8a7a29d24861b3e6d12d03a5c8ee_199)] [added: [153](#i575160e2e2304bffab18310be1df3aec_208)] | | |

| | | | [Exhibits and Financial Statement [removed: Schedules](#i502d8a7a29d24861b3e6d12d03a5c8ee_208)] [added: Schedules](#i575160e2e2304bffab18310be1df3aec_217)] | | | [removed: [159](#i502d8a7a29d24861b3e6d12d03a5c8ee_208)] [added: [156](#i575160e2e2304bffab18310be1df3aec_217)] | | |

| | | | [Regulation](#i575160e2e2304bffab18310be1df3aec_43) | | | [23](#i575160e2e2304bffab18310be1df3aec_43) | | |

| | | | [Competition](#i575160e2e2304bffab18310be1df3aec_46) | | | [23](#i575160e2e2304bffab18310be1df3aec_46) | | |

| | | | [Liquidity](#i575160e2e2304bffab18310be1df3aec_73) | | | [50](#i575160e2e2304bffab18310be1df3aec_73) | | |

| | | | [Capital](#i575160e2e2304bffab18310be1df3aec_79) | | | [53](#i575160e2e2304bffab18310be1df3aec_79) | | |

| | | | [New Accounting Standards](#i575160e2e2304bffab18310be1df3aec_1627) | | | [57](#i575160e2e2304bffab18310be1df3aec_1627) | | |

| [RISKS](#i575160e2e2304bffab18310be1df3aec_88) | | | | | | [58](#i575160e2e2304bffab18310be1df3aec_88) | | |

| | | | [Cybersecurity](#i575160e2e2304bffab18310be1df3aec_97) | | | [86](#i575160e2e2304bffab18310be1df3aec_97) | | |

| [REGULATION](#i575160e2e2304bffab18310be1df3aec_100) | | | | | | [88](#i575160e2e2304bffab18310be1df3aec_100) | | |

| | | | [Consolidated Financial Statements](#i575160e2e2304bffab18310be1df3aec_115) | | | [107](#i575160e2e2304bffab18310be1df3aec_115) | | |

| | | | [Controls and Procedures](#i575160e2e2304bffab18310be1df3aec_202) | | | [151](#i575160e2e2304bffab18310be1df3aec_202) | | |

| [OTHER KEY INFORMATION](#i575160e2e2304bffab18310be1df3aec_205) | | | | | | [152](#i575160e2e2304bffab18310be1df3aec_205) | | |

| | | | [Properties](#i575160e2e2304bffab18310be1df3aec_205) | | | [152](#i575160e2e2304bffab18310be1df3aec_205) | | |

| | | | [Other Information](#i575160e2e2304bffab18310be1df3aec_211) | | | [155](#i575160e2e2304bffab18310be1df3aec_211) | | |

| | | | [Signatures](#i575160e2e2304bffab18310be1df3aec_220) | | | [167](#i575160e2e2304bffab18310be1df3aec_220) | | |

| [Item 1.](#i575160e2e2304bffab18310be1df3aec_16) | | | [Business](#i575160e2e2304bffab18310be1df3aec_16) | | | [8](#i575160e2e2304bffab18310be1df3aec_16) - [24](#idad3b66eb8104b09a4fb6868775ef14d_531), [80](#i575160e2e2304bffab18310be1df3aec_94) - [85](#i813da208fc824605969f4eb62adc523f_23329), [88](#i575160e2e2304bffab18310be1df3aec_100)\-[97](#i7ef795977db744658c8030d910de4d96_51727) | | |

| [Item 1A.](#i575160e2e2304bffab18310be1df3aec_88) | | | [Risk Factors](#i575160e2e2304bffab18310be1df3aec_88) | | | [58](#i575160e2e2304bffab18310be1df3aec_88) - [81](https://www.sec.gov/Archives/edgar/data/1601712/000160171226000006/syf-20251231.htm#i575160e2e2304bffab18310be1df3aec_91-bookmark-6945ca6a14b349d8b691382ec8d66683), [97](#i575160e2e2304bffab18310be1df3aec_103) - [102](#i4b238aca9abb46b18624ad607f9cd40e_30099) | | |

| | | | | | | | | |

| | | | [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) | | |

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

| [REGULATION](#i502d8a7a29d24861b3e6d12d03a5c8ee_109) | | | | | | [90](#i502d8a7a29d24861b3e6d12d03a5c8ee_109) | | |

| | | | [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) | | |

| [Item 1C.](#i575160e2e2304bffab18310be1df3aec_97) | | | [Cybersecurity](#i575160e2e2304bffab18310be1df3aec_97) | | | [86](#i575160e2e2304bffab18310be1df3aec_97) - [8](https://www.sec.gov/Archives/edgar/data/1601712/000160171226000006/syf-20251231.htm#i575160e2e2304bffab18310be1df3aec_97-bookmark-6c0561bd9c044d4aa6b882c0e79388a4)[7](https://www.sec.gov/Archives/edgar/data/1601712/000160171226000006/syf-20251231.htm#i575160e2e2304bffab18310be1df3aec_97-bookmark-6c0561bd9c044d4aa6b882c0e79388a4) | | |

| [Item 2.](#i575160e2e2304bffab18310be1df3aec_205) | | | [Properties](#i575160e2e2304bffab18310be1df3aec_205) | | | [152](#i575160e2e2304bffab18310be1df3aec_205) | | |

| [Item 3.](#i575160e2e2304bffab18310be1df3aec_199) | | | [Legal Proceedings](#i575160e2e2304bffab18310be1df3aec_199) | | | [150](#i575160e2e2304bffab18310be1df3aec_199) | | |

| [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) | | |

| [Item [removed: 5.](#i502d8a7a29d24861b3e6d12d03a5c8ee_199)] [added: 5.](#i575160e2e2304bffab18310be1df3aec_208)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i502d8a7a29d24861b3e6d12d03a5c8ee_199)] [added: Securities](#i575160e2e2304bffab18310be1df3aec_208)] | | | [removed: [156](#i502d8a7a29d24861b3e6d12d03a5c8ee_199)] [added: [153](#i575160e2e2304bffab18310be1df3aec_208)] - [removed: [157](#id30329554fd54dea8200d02a553710a7_3382)] [added: [154](#ibba61f17e5a5430482851d72f3a82a6e_3189)] | | |

| [Item [removed: 7.](#i502d8a7a29d24861b3e6d12d03a5c8ee_61)] [added: 7.](#i575160e2e2304bffab18310be1df3aec_52)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i502d8a7a29d24861b3e6d12d03a5c8ee_61)] [added: Operations](#i575160e2e2304bffab18310be1df3aec_52)] | | | [removed: [25](#i502d8a7a29d24861b3e6d12d03a5c8ee_61)] [added: [25](#i575160e2e2304bffab18310be1df3aec_52)] - [removed: 52, [55](#i502d8a7a29d24861b3e6d12d03a5c8ee_85)] [added: 50, [53](#i575160e2e2304bffab18310be1df3aec_79)] - [removed: 59] [added: 57] | | |

| [Item [removed: 7A.](#i502d8a7a29d24861b3e6d12d03a5c8ee_82)] [added: 7A.](#i575160e2e2304bffab18310be1df3aec_76)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i502d8a7a29d24861b3e6d12d03a5c8ee_82)] [added: Risk](#i575160e2e2304bffab18310be1df3aec_76)] | | | [removed: [53](#i502d8a7a29d24861b3e6d12d03a5c8ee_82)] [added: [51](#i575160e2e2304bffab18310be1df3aec_76)] - [removed: 54] [added: 52] | | |

| [Item [removed: 8.](#i502d8a7a29d24861b3e6d12d03a5c8ee_115)] [added: 8.](#i575160e2e2304bffab18310be1df3aec_106)] | | | [Financial Statements and Supplementary [removed: Data](#i502d8a7a29d24861b3e6d12d03a5c8ee_115)] [added: Data](#i575160e2e2304bffab18310be1df3aec_106)] | | | [removed: [107](#i502d8a7a29d24861b3e6d12d03a5c8ee_115)] [added: [103](#i575160e2e2304bffab18310be1df3aec_106)] - [removed: 153] [added: 150] | | |

| [Item [removed: 9A.](#i502d8a7a29d24861b3e6d12d03a5c8ee_193)] [added: 9A.](#i575160e2e2304bffab18310be1df3aec_202)] | | | [Controls and [removed: Procedures](#i502d8a7a29d24861b3e6d12d03a5c8ee_193)] [added: Procedures](#i575160e2e2304bffab18310be1df3aec_202)] | | | [removed: [154](#i502d8a7a29d24861b3e6d12d03a5c8ee_193)] [added: [151](#i575160e2e2304bffab18310be1df3aec_202)] | | |

| [Item [removed: 9B.](#i502d8a7a29d24861b3e6d12d03a5c8ee_202)] [added: 9B.](#i575160e2e2304bffab18310be1df3aec_211)] | | | [Other [removed: Information](#i502d8a7a29d24861b3e6d12d03a5c8ee_202)] [added: Information](#i575160e2e2304bffab18310be1df3aec_211)] | | | [removed: [158](#i502d8a7a29d24861b3e6d12d03a5c8ee_202)] [added: [155](#i575160e2e2304bffab18310be1df3aec_211)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | (a), [removed: [158](#i502d8a7a29d24861b3e6d12d03a5c8ee_202)] [added: [155](#i575160e2e2304bffab18310be1df3aec_211)] | | |

| [Item [removed: 15.](#i502d8a7a29d24861b3e6d12d03a5c8ee_208)] [added: 15.](#i575160e2e2304bffab18310be1df3aec_217)] | | | [Exhibits and Financial Statement [removed: Schedules](#i502d8a7a29d24861b3e6d12d03a5c8ee_208)] [added: Schedules](#i575160e2e2304bffab18310be1df3aec_217)] | | | [removed: [159](#i502d8a7a29d24861b3e6d12d03a5c8ee_208)] [added: [156](#i575160e2e2304bffab18310be1df3aec_217)] - [removed: 169] [added: 166] | | |

(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 [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be held on June [removed: 17, 2025,] [added: 24, 2026,] which will be filed within 120 days of the end our fiscal year ended December 31, [removed: 2024] [added: 2025] (the [removed: “2025] [added: “2026] Proxy Statement”).

(b)Incorporated by reference to “Compensation Discussion and Analysis,” [removed: “2024] [added: “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 [removed: 2025] [added: 2026] Proxy Statement.

(c)Incorporated by reference to “Beneficial Ownership” and “Equity Compensation Plan Information” in the [removed: 2025] [added: 2026] Proxy Statement.

(d)Incorporated by reference to “Related Person Transactions,” “Election of Directors” and “Committees of the Board of Directors” in the [removed: 2025] [added: 2026] Proxy Statement.

(e)Incorporated by reference to “Independent Auditor” in the [removed: 2025] [added: 2026] Proxy Statement.

- "CECL" are to the impairment model known as the Current Expected Credit Loss model, which is based on expected credit losses; [removed: and]

Information with respect to partner “locations” in this report is given at December 31, [removed: 2024.][added: 2025.]

Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “targets,” “outlook,” “estimates,” “will,” “should,” “may,” "aim," “focus,” [added: “goal,”] “confident,” “trajectory,” [added: "priorities," "designed," "consider"] 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 conditions, including factors impacting consumer confidence and economic growth in the United States, [added: such as inflation, interest rates, tariffs (including retaliatory tariffs)] and [added: an economic downturn or recession, and] whether industry trends we have identified develop as anticipated; the impact of changes [removed: in] [added: made or influenced by] the U.S. presidential administration and Congress on fiscal, monetary and regulatory [removed: policy;] [added: policy, including with respect to constraints on the pricing of our credit products; the impact of federal government shutdowns, such as in October and November 2025;] 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; [added: product, pricing and policy changes related to] the Consumer Financial Protection Bureau's [removed: ("CFPB")] [added: (the "CFPB")] final rule on credit card late fees, [removed: including the timing for resolution and outcome of the litigation challenging the final rule, as well as changes to consumer behaviors] [added: which was vacated] in [removed: response to the 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;] [added: April 2025;] 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 [added: benchmark or] market interest 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 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; litigation, regulatory 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 CFPB's regulation of our business, including new requirements and constraints that Synchrony and the Bank 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.

During [removed: 2024,] [added: 2025,] we financed [removed: $182.2] [added: $182.3] billion of purchase volume, and at December 31, [removed: 2024,] [added: 2025,] we had [removed: $104.7] [added: $103.8] billion of loan receivables and [removed: 71.5] [added: 70.7] million active accounts.

Our business benefits from longstanding and collaborative relationships with our partners, including some of the nation’s leading retailers and manufacturers with well-known consumer brands, such as Lowe’s and Sam's [removed: Club] [added: Club,] and also leading digital partners, such as Amazon and PayPal.

Our customers benefit from instant access to credit, discounts, or other benefits such as cash back [removed: rewards,] [added: rewards] and promotional offers.

We have been able to demonstrate our digital capabilities by providing solutions that meet the needs of our partners and customers, with approximately [removed: 57%] [added: 60%] of our consumer revolving [added: credit] applications in [removed: 2024] [added: 2025] processed through a digital channel.

We also take deposits at the Bank through third-party [removed: securities brokerage] firms that offer our FDIC-insured deposit products to their customers.

At December 31, [removed: 2024,] [added: 2025,] we had [removed: $82.1] [added: $81.1] billion in deposits, which represented 84% of our total funding sources.

[removed: ][added: ]

Home & Auto accounted for [removed: $5.8] [added: $5.7] billion, or [removed: 27%,] [added: 26%,] of our total interest and fees on loans for the year ended December 31, [removed: 2024.][added: 2025.]

Our Home & Auto sales platform partners include a wide range of key retailers in the home improvement, furniture, bedding, flooring, appliance and electronics [removed: industry,] [added: industries,] such as Ashley HomeStores [removed: LTD,] [added: Inc.,] Floor & Decor, Lowe's, and Mattress Firm, as well as automotive merchandise and services, such as Chevron and Discount Tire.

At December 31, [removed: 2024,] [added: 2025,] the length of our relationship with each of our five largest partners was over 10 years, and in the case of Lowe's, [removed: 45] [added: 46] years.

| [removed: Program extensions:] [added: Program extensions:] | | | [removed: • Associated Materials] | | | [removed: • Generac] | | |

Digital accounted for [removed: $6.3] [added: $6.4] billion, or [removed: 29%,] [added: 30%,] of our total interest and fees on loans for the year ended December 31, [removed: 2024.][added: 2025.]

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

The Digital sales platform [removed: has] [added: maintains] strong alignment with its [removed: partners through both] [added: partners, including several well-established] long-standing [removed: relationships as well as new programs such as our partnership with Virgin Red in 2024.][added: relationships.]

At December 31, [removed: 2024,] [added: 2025,] the length of our relationship with each of our three largest partners was over 10 years, and in the case of PayPal, [removed: 20] [added: 21] years.

| [removed: New partnerships:] [added: New partnerships:] | | | [removed: • Virgin Red] | | | | | |

Diversified & Value accounted for [removed: $4.8] [added: $4.7] billion, or 22%, of our total interest and fees on loans for the year ended December 31, [removed: 2024.][added: 2025.]

[removed: 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 expect to continue to drive penetration and everyday use.

At December 31, [removed: 2024,] [added: 2025, excluding our new partnership with OnePay,] the length of our relationship with each of [removed: these five] [added: our other] partners was over 10 years, and in the case of Sam’s Club, [removed: 31] [added: 32] years.

Our Health & Wellness sales platform provides comprehensive healthcare payments and financing solutions, through a network of providers and [removed: health 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: $3.7] [added: $3.8] billion, or 17%, of our total interest and fees on loans for the year ended December 31, [removed: 2024.][added: 2025.]

We offer customers a CareCredit-branded private label credit card that may be used across our network of CareCredit [removed: providers and] [added: providers, as well as] our CareCredit Dual Card [removed: offering, access to installment loans at select providers] [added: product that can be also used outside of our CareCredit network,] and our Walgreens private label and Dual Card.

The vast majority of our [added: Health & Wellness] partners are [removed: individual and] small [removed: groups of] independent [removed: healthcare providers,] [added: providers and provider groups,] which includes networks of [removed: healthcare] practitioners that provide planned [removed: medical,] elective [added: health, medical, wellness] and [removed: other procedures] [added: veterinary services] that generally are not fully covered by insurance.

The remainder are primarily national and regional [removed: healthcare] [added: health, wellness and veterinary] providers, such as Aspen [removed: Dental and] [added: Dental,] Mars [removed: Petcare] [added: Petcare,] and [added: other] health-focused retailers, such as [removed: Rite Aid and] Walgreens.

In addition, we also have [removed: over 160] [added: numerous] relationships with professional and other associations (including the American Dental Association and the American Veterinary Medical Association), [added: as well as] manufacturers and buying [removed: groups,] [added: groups] which endorse and promote our credit products to their members.

At December 31, [removed: 2024, we had a] [added: 2025, our] network of Health & Wellness [removed: providers and] [added: providers,] health-focused retailers [added: and traditional retailers] that [added: offer health and wellness products] collectively [removed: have over 285,000] [added: exceeded 290,000] locations.

Excluding our program agreement with Walgreens, no single Health & Wellness partner accounted for more than [removed: 0.6%] [added: 0.7%] of our total interest and fees on loans for the year ended December 31, [removed: 2024.][added: 2025.]

[removed: Accounts] [added: Customer accounts that have been] originated in [added: connection with] dental [removed: practices] [added: services] accounted for [removed: 50%] [added: 49%] of Health & Wellness interest and fees on loans for the year ended December 31, [removed: 2024.][added: 2025.]

We believe our ability to [added: retain existing and] attract new partners [added: in our Health & Wellness sales platform] is aided by being able to provide partners access to our existing CareCredit account holder base.

During [removed: 2024] [added: 2025,] over [removed: 210,000] [added: 215,000] provider and retail locations either processed a CareCredit application or made a sale on a CareCredit credit card, and our CareCredit provider locator averaged over [removed: 1.9] [added: 1.5] million views per month during the year ended December 31, [removed: 2024.][added: 2025.]

[removed: During the year ended December 31, 2024 we] [added: We] also [removed: launched] [added: hold an equity interest in Independence Pet Holdings, Inc. ("IPH"), following] the [removed: integration] [added: sale] of [added: Pets Best Insurance Services, LLC ("Pets Best") to IPH in 2024, and] our CareCredit credit card [added: is integrated] with [added: both] Pets [removed: Best, which is part] [added: Best and Pumpkin Insurance, another subsidiary] of [removed: Independence Pet Holdings, Inc.,] [added: IPH,] to enable direct insurance claim reimbursement for customers.

| [Signatures](#i575160e2e2304bffab18310be1df3aec_220) | | | | | | [167](#i575160e2e2304bffab18310be1df3aec_220) - 169 | | |

- "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;

- “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

Our Diversified & Value sales platform is comprised of six large retail partners: Belk, Fleet Farm, JCPenney, OnePay, Sam's Club and TJX Companies, Inc. In September 2025, we launched our new partnership with OnePay to become the exclusive issuer of a general purpose and private label credit card program at Walmart.

Our customers also have access to installment loans at select providers.

Our revenue we earn from our agreements with our partners primarily consists of interest and fees on our loan receivables.

During the year ended December 31, 2025, we extended our program agreement with Amazon and announced the expansion of our existing Lowe's commercial program, including the acquisition of Lowe's commercial co-branded credit card portfolio, which we expect to close in the first half of 2026.

Our program agreements are subject to termination prior to the scheduled termination date by us or our partner for various reasons, including due to material breaches, adverse changes in financial conditions, or if a significant change in law occurs and the parties cannot agree on program changes to mitigate the economic impact to the impacted party.

See *Management's Discussion and Analysis - Retailer Share Arrangements* for additional information on these agreements.

These agreements generally are not exclusive.

This approach enables us to optimize product choice, and promote financing availability and value propositions throughout the customer journey.

We also offer multi product qualification which allows for customers to see if they qualify for multiple Synchrony products in one simple experience.

We also integrate our products into secondary and tertiary lender platforms, this allows for higher approval rates for our partners and a seamless experience for our customers in various point-of-sale channels.

In addition to our credit cards, our diverse product suite includes Synchrony’s Pay Later solutions, which are offered across all five of our sales platforms, including at various large retailers such as Amazon, Lowe's and JCPenney, as well as a number of providers in our CareCredit network.

We design and operate rewards and loyalty programs intended to support customer acquisition, encourage engagement, and promote long-term retention.

Our programs are designed to deliver value at each interaction, typically through points-based earning, merchandise discounts, cash-back incentives or flexible statement credits, to motivate usage of our products and enhance customer satisfaction.

In 2025, we expanded our offerings within certain programs to include travel-related discounts and savings, while our direct to cardholder programs continue to address everyday value needs.

Additionally, we provide our retail partners with enhanced customer insights delivered from program data, enabling more targeted marketing, personalized offers, and strong customer relationships.

| Credit cards | | | 62.8 | | % | | | | 17.6 | | % | | | | 12.4 | | % | | | | 92.8 | | % |

| Consumer installment loans | | | — | | | | | | 0.1 | | | | | | 5.2 | | | | | | 5.3 | | |

| Total | | | 64.7 | | % | | | | 17.7 | | % | | | | 17.6 | | % | | | | 100.0 | | % |

fee based on their ending balance on each billing statement.

Collections outreach generally starts as soon as a current account misses a payment and continues through delinquency.

The nature of the contact with customers can include email, text message, calls, or letters, or some combination thereof, and the timing and frequency of our customer contact is based upon an evaluation of account risk, balance and other factors.

Prior to an account charge-off, collections activities are managed by us.

Subsequent to charge-off, accounts may be serviced by us, placed with external vendors (third-party collections agencies or attorneys) or sold to debt buyers.

In addition, 96% of participants told us our way of working is providing the flexibility they need.

The introduction of emerging technology, such as AI shopping agents, may allow for autonomous shopping on behalf of consumers, including the selection of the method of payment used at the point of sale.

In addition, some of our competitors are substantially larger than we are, which may give those competitors advantages, including a more diversified product and customer base, the ability to reach out to more customers and potential customers, operational efficiencies, more versatile technology platforms, broad-based local distribution capabilities and lower-cost funding.

New competitors, including non-bank alternatives, may offer products that compete with our retail deposit products.

Performance Metrics

(1)Reported metrics represent amounts at December 31 of the applicable year.

Net earnings increased 1.5% to $3.6 billion for the year ended December 31, 2025, primarily reflecting the following key drivers:

| | | | | | | | | |

| [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.

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

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

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

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

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

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

| • Newegg | | | | | | | | |

| 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.

In March 2024, we also sold Pets Best Insurance Services, LLC (“Pets Best”) for consideration comprising a combination of cash and an equity interest in Independence Pet Holdings, Inc.

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

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

| • LaserAway | | | | | | | | |

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

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

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

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

| Program extensions: | | | • CF Moto | | | • EC Barton | | |

| • 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.

Term

Many program agreements have renewal clauses that provide for automatic renewal for one or more years until terminated by us or our partner.

Some program agreements are subject to termination prior to the scheduled termination date by us or our partner for various reasons.

See *Termination* below for additional information.

Exclusivity

The terms of our program agreements with national and regional retailers and manufacturers are typically similar to the terms of our program agreements in that we are the exclusive provider of financing for the products we offer, or in the case of some of our programs, may allow to have several primary lenders.

All of these arrangements are intended to align our interests and provide an additional incentive to our partners to promote our credit products.

Termination

The program agreements set forth the circumstances in which a party may terminate the agreement prior to expiration.

Certain program agreements are also subject to early termination by a party if the other party has a material adverse change in its financial condition.

Historically, these rights have not typically been triggered or exercised.

Under the terms of the program agreements, buying groups, manufacturers and industry associations generally agree to support and promote the respective programs.

Synchrony-Branded Networks