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Get filing alertsSynchrony Financial raises capital with $500M preferred stock offering, restricts common dividends
Filed June 5, 2026 · Period ending June 2, 2026 · ~1 min read
Key Changes
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Synchrony issued 500,000 depositary shares of new 7.250% Series C Preferred Stock in a public offering through BofA Securities, Barclays, and Morgan Stanley, raising capital that dilutes existing equity holders.
Item 1.01: Underwriting Agreement view on EDGAR → -
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If Synchrony fails to pay Series C preferred dividends, the company cannot pay common stock dividends, make distributions, or repurchase shares until preferred dividends are addressed, creating a payment hierarchy that protects preferred holders.
Item 3.03: Dividend Restrictions verify on EDGAR → -
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The Series C Preferred Stock is perpetual with non-cumulative dividends and a fixed rate that resets, meaning it has no maturity date and missed dividends do not accumulate or need to be paid later.
Item 3.03: Certificate of Designations verify on EDGAR → -
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Synchrony amended its certificate of incorporation by filing a Certificate of Designations with Delaware on June 4, 2026, creating the new Series C Preferred Stock class with specific voting rights and preferences.
Item 5.03: Charter Amendment verify on EDGAR → -
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The company established a deposit agreement with Computershare to administer depositary shares, with each depositary share representing 1/100th ownership interest in a preferred share to facilitate easier trading.
Item 3.03: Deposit Agreement verify on EDGAR →
Summary
Synchrony Financial completed a public offering of preferred stock on June 5, 2026, issuing 500,000 depositary shares of newly created 7.250% Series C Preferred Stock through major underwriters. Each depositary share represents a fractional interest in the perpetual preferred stock, which pays a fixed dividend rate that resets over time.
The offering raises capital but creates a new layer in the company's capital structure that sits senior to common stock.
Common shareholders should pay attention to the dividend restriction clause: if Synchrony fails to pay or set aside the preferred dividend in any period, the company is prohibited from paying common dividends, buying back shares, or making other distributions until the preferred obligation is addressed. While this protects preferred holders, it could constrain capital returns to common shareholders during periods of financial stress. The non-cumulative feature means missed dividends don't accumulate, but the restriction on common payments remains until current preferred dividends are handled. Investors should monitor Synchrony's quarterly dividend declarations to ensure the company maintains its preferred dividend payments. Any suspension would immediately signal financial pressure and halt all common shareholder capital returns until resolved.
Section-by-Section Diff
Event · Item 3.03 — Material Modification to Rights of Security Holders
Item 3.03 — Material Modification to Rights of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Under the terms of the Series C Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to, or to repurchase, redeem or otherwise acquire its common stock or any preferred stock ranking on parity with or junior to the Series C Preferred Stock, is subject to certain restrictions in the event that the Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series C Preferred Stock for the immediately preceding dividend period.
If Synchrony fails to pay or set aside dividends on the Series C Preferred Stock for any dividend period, the company cannot pay dividends on common stock, make distributions, or repurchase common shares or junior preferred stock until the preferred dividend is addressed. This creates a payment priority that protects preferred shareholders but could restrict capital returns to common shareholders if the company faces financial stress.
Added in current filing · verify on EDGAR →
The Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, establishing the voting rights, powers, preferences and privileges, and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the Series C Preferred Stock on June 4, 2026.
Synchrony filed formal documentation with Delaware on June 4, 2026, establishing the legal terms and rights of the new Series C Preferred Stock. This filing creates the legal framework for the preferred shares and defines shareholder rights including voting, dividends, redemption, and liquidation preferences.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
In connection with the issuance of the Depositary Shares, the Company entered into a Deposit Agreement, dated as of June 5, 2026 (the “Deposit Agreement”), by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively as depositary, and the holders from time to time of the depositary receipts (the “Depositary Receipts”) evidencing the Depositary Shares.
Synchrony established a deposit arrangement with Computershare to administer the depositary shares. The depositary holds the actual preferred stock and issues depositary receipts to investors, making the shares easier to trade in smaller denominations than whole preferred shares.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Certificate of Designations became effective upon filing with the Secretary of State of the State of Delaware and it amends the Company’s Amended and Restated Certificate of Incorporation.
Synchrony Financial has amended its certificate of incorporation by filing a Certificate of Designations with Delaware, creating a new class of Series C Preferred Stock. The specific terms of this preferred stock are detailed in Item 3.03 of the 8-K and the attached Certificate of Designations exhibit. This represents a new equity security class for the company.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Certificate of Designations of 7.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, dated June 4, 2026.
Synchrony Financial created a new class of perpetual preferred stock (Series C) with a 7.250% fixed rate that resets, non-cumulative dividends. The certificate of designations was filed June 4, 2026, establishing the rights and terms of this new security class.
Added in current filing · verify on EDGAR →
Underwriting Agreement, dated June 2, 2026, among Synchrony Financial and BofA Securities, Inc., Barclays Capital Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed on Schedule I thereto.
Synchrony entered into an underwriting agreement on June 2, 2026 with major investment banks (BofA Securities, Barclays, Morgan Stanley) to sell the Series C preferred stock. This indicates a public offering of the new preferred shares through an underwriter syndicate.
Added in current filing · verify on EDGAR →
Deposit Agreement, dated June 5, 2026, by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively as Depositary, and the holders from time to time of the depositary receipts described therein.
Synchrony established a deposit agreement with Computershare as depositary on June 5, 2026, creating depositary shares representing fractional interests in the Series C preferred stock. This structure allows investors to trade smaller denominations of the preferred stock through depositary receipts.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify