UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025 OR


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

001-36560

(Commission File Number)

SYNCHRONY FINANCIAL

(Exact name of registrant as specified in its charter)


Delaware						51-0483352
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)


777 Long Ridge Road
Stamford,	Connecticut	06902
(Address of principal executive offices)		(Zip Code)

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	SYF	New York Stock Exchange
Depositary Shares Each Representing a 1/40th Interest in a Share of 5.625% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A	SYFPrA	New York Stock Exchange
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

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


Title of class
None

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.


Large Accelerated Filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

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 $1824,~~645~~823,~~501~~465,~~294~~409.

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of January 3130, ~~2025~~2026 was ~~388~~347,~~749~~596,~~489~~279.

DOCUMENTS INCORPORATED BY REFERENCE

The definitive proxy statement relating to the registrant’s Annual Meeting of Stockholders, to be held June 1724, ~~2025~~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.

		Page
OUR BUSINESS		78
	Our Company	78
	Our Sales Platforms	89
	Our Partner Agreements	1112
	Our Customers	1514
	Our Credit Products	17
	Consumer Banking	19
	Credit Risk Management	20
	Human Capital	22
	Regulation	23
	Competition	2423
	Intellectual Property	24
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		25
	Results of Operations	25
	Loan Receivables	4443
	Funding, Liquidity and Capital Resources	4645
	Liquidity	5150
	Quantitative and Qualitative Disclosures About Market Risk	5351
	Capital	5553
	Off-Balance Sheet Arrangements and Unfunded Lending Commitments	5755
	Critical Accounting Estimates	5756
RISKS		60
	New Accounting Standards	57
	Risk Factors Summary	60
RISKS		58
	Risk Factors Relating To Our Business	62
	Risk Factors Summary	58
	Risk Management	82
	Risk Factors Relating To Our Business	60
	Cybersecurity	88
	Risk Management	80
REGULATION		90
	Cybersecurity	86
	Regulation Relating to Our Business	90
REGULATION		88
	Risk Factors Relating to Regulation	101
	Regulation Relating to Our Business	88
CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		107
	Risk Factors Relating to Regulation	97
	Report of Independent Registered Public Accounting Firm	107
CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		103
	Consolidated Financial Statements	112
	Report of Independent Registered Public Accounting Firm	103
	Notes to Consolidated Financial Statements	117
	Index to Consolidated Financial Statements	106
	Controls and Procedures	154
	Consolidated Financial Statements	107
OTHER KEY INFORMATION		155
	Notes to Consolidated Financial Statements	112
	Properties	155
	Controls and Procedures	151
	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	156
OTHER KEY INFORMATION		152
	Other Information	158
	Properties	152
	Exhibits and Financial Statement Schedules	159
	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	153
	Signatures	170
	Other Information	155
	Exhibits and Financial Statement Schedules	156
	Signatures	167

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FORM 10-K CROSS REFERENCE INDEX

____________________________________________________________________________________________

Part I		Page(s)
Item 1.	Business	78 - 24, 8280 - 8785, 9088-~~101~~97
Item 1A.	Risk Factors	6058 - 81, ~~101~~97 - ~~106~~102
Item 1B.	Unresolved Staff Comments	Not Applicable
Item 1C.	Cybersecurity	8886 - 8987
Item 2.	Properties	~~155~~152
Item 3.	Legal Proceedings	~~152~~150
Item 4.	Mine Safety Disclosures	Not Applicable
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	~~156~~153 - ~~157~~154
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25 - 5250, 5553 - 5957
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5351 - 5452
Item 8.	Financial Statements and Supplementary Data	~~107~~103 - ~~153~~150
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	Not Applicable
Item 9A.	Controls and Procedures	~~154~~151
Item 9B.	Other Information	~~158~~155
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	Not Applicable
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	(a), ~~158~~155
Item 11.	Executive Compensation	(b)
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	(c)
Item 13.	Certain Relationships and Related Transactions, and Director Independence	(d)
Item 14.	Principal Accountant Fees and Services	(e)
Part IV
Item 15.	Exhibits and Financial Statement Schedules	~~159~~156 - ~~169~~166
Item 16.	Form 10-K Summary	Not Applicable
Signatures		~~170~~167 - ~~172~~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 ~~2025~~2026 Annual Meeting of Stockholders to be held on June 1724, ~~2025~~2026, which will be filed within 120 days of the end our fiscal year ended December 31, ~~2024~~2025 (the “~~2025~~2026 Proxy Statement”).

(b)Incorporated by reference to “Compensation Discussion and Analysis,” “~~2024~~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 ~~2025~~2026 Proxy Statement.

(c)Incorporated by reference to “Beneficial Ownership” and “Equity Compensation Plan Information” in the ~~2025~~2026 Proxy Statement.

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

(e)Incorporated by reference to “Independent Auditor” in the ~~2025~~2026 Proxy Statement.

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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;

•"~~CECL~~Ally Lending" are to ~~the~~Ally ~~impairment~~Financial ~~model~~Inc.'s ~~known~~point-of-sale asfinancing ~~the Current Expected Credit Loss model, which is based on expected credit losses~~business; ~~and~~

•“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, ~~2024~~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.

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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.

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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 inmade 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 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; product, pricing and policy changes related to the Consumer Financial Protection Bureau's (the "CFPB") final rule on credit card late fees, ~~including~~which ~~the~~was ~~timing~~vacated ~~for resolution and outcome of the litigation challenging the final rule, as well as changes to consumer behaviors~~ in ~~response~~April ~~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~~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 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.

For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included in “Risk Factors Relating to Our Business” and “Risk Factors Relating to Regulation.” You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties, or potentially inaccurate assumptions that could cause our current expectations or beliefs to change. Further, any forward-looking 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.

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OUR BUSINESS

Our Company

____________________________________________________________________________________________

We are a premier consumer financial services company delivering one of the industry's most complete digitally-enabled product suites. Our experience, expertise and scale encompass a broad spectrum of industries, including digital, health and wellness, retail, telecommunications, home, auto, outdoor, pet and more. We have an established and diverse group of national and regional retailers, local merchants, manufacturers, buying groups, industry associations and healthcare service providers, which we refer to as our “partners.” We connect our partners and consumers through our dynamic financial ecosystem and provide them with a diverse set of financing solutions and innovative digital capabilities to address their specific needs and deliver seamless, omnichannel experiences. We utilize a broad set of distribution channels, including mobile apps and websites, as well as online marketplaces and business management solutions like point-of-sale platforms. Our offerings include private label, dual, co-brand and general purpose credit cards, as well as short- and long-term installment loans and consumer banking products. During ~~2024~~2025, we financed $182.23 billion of purchase volume, and at December 31, ~~2024~~2025, we had $~~104~~103.78 billion of loan receivables and 7170.57 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 Club, and also leading digital partners, such as Amazon and PayPal. We believe our business model has been successful because it aligns our interests with those of our partners and provides substantial value to both our partners and our customers. Our partners promote our credit products because they generate increased sales and strengthen customer loyalty. Our customers benefit from instant access to credit, discounts, or other benefits such as cash back rewards, and promotional offers. We seek to differentiate ourselves through our deep industry expertise, our long history of consumer lending, our innovative digital capabilities and our diverse product suite. We have 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 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 5760% of our consumer revolving credit applications in ~~2024~~2025 processed through a digital channel.

We conduct our operations through a single business segment. Profitability and expenses, including funding costs, credit losses and operating expenses, are managed for the business as a whole. Substantially all of our revenue generating activities are within the United States and are aligned through five sales platforms (Home & Auto, Digital, Diversified & Value, Health & Wellness and Lifestyle). Those platforms are organized by the types of partners we work with, and are measured on interest and fees on loans, loan receivables, active accounts and other sales metrics.

We offer our credit products primarily through our wholly-owned subsidiary, the Bank. In addition, through the Bank, we offer, directly to retail, affinity relationships and commercial customers, a range of deposit products insured by the Federal Deposit Insurance Corporation (“FDIC”), including certificates of deposit, individual retirement accounts (“IRAs”), money market accounts, savings accounts and sweep and affinity deposits. We also take deposits at the Bank through third-party ~~securities brokerage~~ firms that offer our FDIC-insured deposit products to their customers. Our deposit base has continued to serve as a source of stable and diversified low-cost funding for our credit activities. At December 31, ~~2024~~2025, we had $8281.1 billion in deposits, which represented 84% of our total funding sources.

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Our Sales Platforms

____________________________________________________________________________________________

We offer our credit products through five sales platforms: Home & Auto, Digital, Diversified & Value, Health & Wellness and Lifestyle.

Set forth below is a summary of certain information relating to our sales platforms:

Home & Auto

Our Home & Auto sales platform provides comprehensive payments and financing solutions with integrated in-store and digital experiences through a broad network of partners and merchants providing home and automotive merchandise and services, as well as our Synchrony Car Care network and Synchrony HOME credit card offering. 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. Home & Auto accounted for $5.87 billion, or 2726%, of our total interest and fees on loans for the year ended December 31, ~~2024~~2025.

Home & Auto Partners

Our Home & Auto sales platform partners include a wide range of key retailers in the home improvement, furniture, bedding, flooring, appliance and electronics ~~industry~~industries, such as Ashley HomeStores ~~LTD~~Inc., Floor & Decor, Lowe's, and Mattress Firm, as well as automotive merchandise and services, such as Chevron and Discount Tire. In addition, we also have program agreements with manufacturers, buying groups and industry associations, such as Generac, Nationwide Marketing Group and the Home Furnishings Association.

At December 31, ~~2024~~2025, the length of our relationship with each of our five largest partners was over 10 years, and in the case of Lowe's, 4546 years.

2024 Partner Agreements:
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

Digital

Our Digital sales platform provides comprehensive payments and financing solutions with integrated digital experiences through partners and merchants who primarily engage with their consumers through digital channels. We enable our partners to deepen consumer engagement by embedding payments and financing solutions, delivering compelling value and rewards, and providing personalized offers within seamless experiences. We also work with our partners to extend digital relationships to in-person commerce. In addition to our partner products, we also offer a Synchrony-branded general purpose credit card. Digital accounted for $6.34 billion, or 2930%, of our total interest and fees on loans for the year ended December 31, ~~2024~~2025.

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Digital Partners

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 ~~Fanatics,~~ the ~~Qurate~~QVC ~~brands~~Group, ~~and~~Inc., Verizon and Virgin Red.

The Digital sales platform ~~has~~maintains strong alignment with its partners, ~~through~~including ~~both~~several well-established long-standing relationships ~~as well as new programs such as our partnership with Virgin Red in 2024~~. At December 31, ~~2024~~2025, the length of our relationship with each of our three largest partners was over 10 years, and in the case of PayPal, 2021 years. The Digital sales platform has highly engaged customers and aims to continue to drive penetration and everyday use by expanding products, channels, and deeper user experience integrations.

2024 Partner Agreements:
New partnerships:	• Virgin Red
Program extensions:	• Cathay Pacific	• Verizon
	• Newegg

Diversified & Value

Our Diversified & Value sales platform provides comprehensive payments and financing solutions with integrated in-store and digital experiences through large retail partners who deliver everyday value to consumers shopping for daily needs or important life moments. Diversified & Value accounted for $4.87 billion, or 22%, of our total interest and fees on loans for the year ended December 31, ~~2024~~2025.

Diversified & Value Partners

Our Diversified & Value sales platform is comprised of ~~five~~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. 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, ~~2024~~2025, excluding our new partnership with OnePay, the length of our relationship with each of ~~these~~our ~~five~~other partners was over 10 years, and in the case of Sam’s Club, 3132 years.

2024 Partner Agreements:
Program extensions:			• JCPenney			• Sam's Club(1)

(1)Renewed in January 2025.

Health & Wellness

Our Health & Wellness sales platform provides comprehensive healthcare payments and financing solutions, through a network of providers and ~~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 $3.78 billion, or 17%, of our total interest and fees on loans for the year ended December 31, ~~2024~~2025.

We offer customers a CareCredit-branded private label credit card that may be used across our network of CareCredit providers, ~~and~~as well as our CareCredit Dual Card ~~offering,~~product ~~access~~that tocan ~~installment~~be ~~loans~~also atused ~~select~~outside ~~providers~~of our CareCredit network, and our Walgreens private label and Dual Card. InOur ~~March~~customers ~~2024,~~also wehave ~~expanded~~access ~~our~~to installment ~~loan~~loans ~~offering~~at inselect ~~health and wellness, including cosmetic, audiology and dentistry through our acquisition of Ally Lending~~providers.

InWe ~~March~~also ~~2024~~hold an equity interest in Independence Pet Holdings, weInc. ~~also~~("IPH"), ~~sold~~following the sale of Pets Best Insurance Services, LLC (“"Pets Best”") ~~for~~to ~~consideration~~IPH ~~comprising~~in a2024, ~~combination~~and ofour ~~cash~~CareCredit ~~and~~credit ancard ~~equity~~is ~~interest~~integrated inwith ~~Independence~~both ~~Pet~~Pets ~~Holdings~~Best and Pumpkin Insurance, ~~Inc~~another subsidiary of IPH, to enable direct insurance claim reimbursement for customers.

Health & Wellness Partners

The vast majority of our ~~partners~~Health ~~are~~& ~~individual~~Wellness ~~and~~partners are small ~~groups~~independent ofproviders ~~independent~~and ~~healthcare~~provider ~~providers~~groups, which includes networks of ~~healthcare~~ practitioners that provide planned elective health, medical, ~~elective~~wellness and ~~other~~veterinary ~~procedures~~services that generally are not fully covered by insurance. The remainder are primarily national and regional ~~healthcare~~health, wellness and veterinary providers, such as Aspen Dental, ~~and~~ Mars Petcare, and other health-focused retailers, such as ~~Rite Aid and~~ Walgreens. In addition, we also have ~~over~~numerous ~~160~~ relationships with professional and other associations (including the American Dental Association and the American Veterinary Medical Association), as well as manufacturers and buying groups, which endorse and promote our credit products to their members.

At December 31, 2024, we had a network of Health & Wellness providers and health-focused retailers that collectively have over 285,000 locations. Excluding our program agreement with Walgreens, no single Health & Wellness partner accounted for more than 0.6% of our total interest and fees on loans for the year ended December 31, 2024. Accounts originated in dental practices accounted for 50% of Health & Wellness interest and fees on loans for the year ended December 31, 2024.

We believe our ability to attract new partners is aided by being able to provide partners access to our existing CareCredit account holder base. During 2024 over 210,000 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 1.9 million views per month during the year ended December 31, 2024.

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.

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At December 31, 2025, our network of Health & Wellness providers, health-focused retailers and traditional retailers that offer health and wellness products collectively exceeded 290,000 locations. Excluding our program agreement with Walgreens, no single Health & Wellness partner accounted for more than 0.7% of our total interest and fees on loans for the year ended December 31, 2025. Customer accounts that have been originated in connection with dental services accounted for 49% of Health & Wellness interest and fees on loans for the year ended December 31, 2025.

Lifestyle

Our Lifestyle sales platform provides comprehensive payments and financing solutions with integrated in-store and digital experiences through partners and merchants who offer merchandise in power sports, outdoor power equipment, and other industries such as sporting goods, apparel, jewelry and music. We create customized credit programs for national and regional retailers, manufacturers, and industry associations. Credit extended in this platform, other than for our apparel and sporting goods retail partners, is primarily installment loans and promotional financing. With our large retail partners, we continue to drive penetration and everyday use through strong partner alignment, competitive value propositions, and embedding our products in the digital experience. Lifestyle accounted for $1.1 billion, or 5%, of our total interest and fees on loans for the year ended December 31, ~~2024~~2025.

Lifestyle Partners

Our Lifestyle sales platform partners include a wide range of key retailers in the apparel, specialty retail, outdoor, music and luxury industry, such as American Eagle, Dick's Sporting Goods, Guitar Center, ~~Kawasaki,~~ Pandora, Polaris, Suzuki and Sweetwater.

At December 31, ~~2024~~2025, the length of our relationship with each of our five largest partners was ~~approximately~~over 10 years or longer, and in the case of American Eagle, 2829 years.

2024 Partner Agreements:
New partnerships:	• BRP	• Gibson
Program extensions:	• CF Moto	• EC Barton
	• Daniel's	• Reeds
	• Dick's Sporting Goods

Corp, Other

Corp, Other includes activity and balances related to certain program agreements with retail partners and merchants that will not be renewed beyond their current expiration date and certain programs that were previously terminated, which are not managed within the five sales platforms discussed above. Corp, Other also includes amounts related to changes in the fair value of equity investments and realized gains or losses associated with the sale of businesses and investments.

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Our Partner Agreements

____________________________________________________________________________________________

Revenue

Our revenue we earn from our agreements with our partners primarily consists of interest and fees on our loan receivables,. ~~and~~For in our program agreements that contain promotional financing, this includes “merchant discounts,” which are fees paid to us by our partners inwhich ~~almost~~typically ~~all cases to~~ compensate us for all or part of the foregone interest income associated with promotional financing. We offer promotional financing across all five of our sales platforms.

The types of promotional financing we offer includes deferred interest (interest accrues during a promotional period and becomes payable if the full purchase amount is not paid off during the promotional period), no interest (no interest on a promotional purchase) and reduced interest (interest is assessed monthly at a promotional interest rate during the promotional period). As a result, during the promotional period we do not generate interest income, or generate it at a lower rate, although we continue to generate fee income relating to late fees on required minimum payments. For these promotional financing offerings, we generally partner with sellers of “big-ticket” products or services or large basket transactions (generally priced ~~from~~over $500 to ~~$25,000+) to~~ consumers where our financing products and industry expertise provide strong incremental value to our partners and their customers. In addition to our revolving products, we also offer secured installment loans for certain large purchases, primarily for power sports and outdoor power equipment, and ~~also offer~~ unsecured installment loans ~~primarily in our Home & Auto and Health & Wellness sales platforms and also~~ through our ~~other~~ installment products, such as ~~our~~ Synchrony's Pay inLater ~~4 product for short-term loans~~solutions. We also promote our programs to sellers through direct marketing activities such as industry trade publications, trade shows and sales efforts by dedicated internal and external sales teams, leveraging our existing partner network or through endorsements through manufacturers and industry associations. Our broad array of point-of-sale technologies and quick enrollment process allow us to quickly and effectively integrate new partners and providers.

Our five largest programs based upon interest and fees on loans for the year ended December 31, ~~2024~~2025, were Amazon, ~~JCPenney,~~ Lowe’s, PayPal, ~~and~~ Sam’s Club and TJX Companies, Inc. These programs accounted in aggregate for 54% of our total interest and fees on loans for the year ended December 31, ~~2024~~2025, and 5152% of loan receivables at December 31, ~~2024~~2025. Our programs with Lowe's, PayPal, which includes our Venmo program, and Sam's Club, each accounted for more than 10% of our total interest and fees on loans for the year ended December 31, ~~2024~~2025. The length of our relationship with each of our five largest partners is over 1714 years, and in the case of Lowe's, 4546 years. During the year ended December 31, ~~2024~~2025, we extended our program agreement with ~~JCPenney~~Amazon and inannounced ~~January~~the ~~2025~~expansion weof ~~extended~~ our existing Lowe's commercial program, ~~agreement~~including ~~with~~the ~~Sam~~acquisition of Lowe's ~~Club~~commercial co-branded credit card portfolio, which we expect to close in the first half of 2026. The current expiration dates for program agreements with our five largest partners range from ~~2026~~2030 through ~~2034~~2035.

Other income related to our program agreements primarily consists of interchange fees, fees paid to us by customers who purchase our Payment Security product and other customer-related fees, such as paper statement fees, less costs incurred related to loyalty programs that we operate for a number of our partners. 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.

Program Agreements

Our private label credit cards, Dual Cards, co-branded credit card and installment programs for our ~~retail~~large and ~~digital~~medium-sized partners are typically governed by program agreements that are each negotiated separately with our partners. Although the terms of the agreements are partner-specific, and may be amended from time to time, under a typical program agreement, our partner agrees to support and promote the program to its customers, but we control credit criteria and issue products to customers who qualify under those criteria. We own the underlying accounts and all loan receivables generated under the program from the time of origination. ~~Other key provisions in our program agreements include:~~

~~Term~~Table of Contents

Our program agreements typically have contract terms ranging from approximately three to ten years., ~~Many~~and ~~program~~many agreements have renewal clauses that provide for automatic renewal ~~for one or more years~~ until terminated by us or our partner. We typically seek to renew the program agreements well in advance of their termination dates. ~~Some~~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~~Additionally, ~~Termination~~some ~~below~~of ~~for~~our ~~additional~~program ~~information~~agreements provide that, upon termination or expiration, our partner may purchase or designate a third party to purchase the accounts and loan receivables generated with respect to its program at fair market value or a stated price, including all related customer data.

~~Exclusivity~~Our private label and co-branded credit card program agreements with our large and medium-sized partners are typically exclusive, limiting our partners’ ability to originate or promote other private label or co-branded credit cards during the term of the agreement. However, some program agreements, including for our installment programs, allow for several primary lenders or for the merchant to use a second source lender after an application has been submitted to us and declined.

~~Our~~We ~~program~~also enter into provider agreements ~~are~~with ~~typically~~individual ~~exclusive~~providers ~~for~~and ~~the~~retailers ~~products~~in wehealth, ~~offer~~wellness and ~~limit~~related markets who become part of our ~~partners’~~CareCredit ~~ability~~network. toMost ~~originate~~of orthese ~~promote~~provider ~~other~~agreements ~~private~~are ~~label~~not orexclusive ~~co-branded~~and ~~credit~~typically ~~cards~~may ~~during~~be ~~the~~terminated ~~term~~at ofwill ~~the~~upon ~~agreement~~15 days' notice. ~~The~~Multi-year ~~terms~~agreements are in place for larger multi-location relationships across each of our ~~program~~markets. ~~agreements~~We ~~with~~believe ~~national~~our ~~and~~ability ~~regional~~to ~~retailers~~retain existing and ~~manufacturers~~attract ~~are~~new ~~typically~~partners ~~similar~~in toour ~~the~~Health ~~terms~~& ofWellness ~~our~~sales ~~program~~platform ~~agreements~~is inaided ~~that~~by webeing ~~are~~able ~~the~~to ~~exclusive~~provide ~~provider~~partners ofaccess ~~financing~~to ~~for~~our ~~the~~existing ~~products~~CareCredit weaccount ~~offer~~holder base. During 2025, orover in215,000 ~~the~~provider ~~case~~and ofretail ~~some~~locations ofeither ~~our~~processed ~~programs,~~a ~~may~~CareCredit ~~allow~~application toor ~~have~~made ~~several~~a ~~primary~~sale ~~lenders.~~on ~~Some~~a ~~program~~CareCredit ~~agreements,~~credit ~~however~~card, ~~allow~~and ~~the~~our ~~merchant~~CareCredit toprovider ~~use~~locator aaveraged ~~second~~over ~~source~~1.5 ~~lender~~million ~~after~~views anper ~~application~~month ~~has~~during ~~been~~the ~~submitted~~year toended usDecember ~~and~~31, ~~declined~~2025.

Retailer ~~Share~~share ~~Arrangements~~arrangements and other economic terms

Most of our program agreements with large retail and ~~certain~~digital ~~other~~ partners contain retailer share arrangements that provide for payments to our partner if the economic performance of the program exceeds a contractually- defined threshold. Economic performance for the purposes of these arrangements is typically measured based on agreed upon program revenues (including interest income and certain other income) less agreed upon program expenses (including interest expense, provision for credit losses, retailer payments and operating expenses). We ~~may~~ also provide other economic benefits to our partners such as royalties on purchase volume or payments for new accounts, in some cases instead of retailer share arrangements (for example, on our co-branded credit cards). ~~All~~See ofManagement's Discussion and Analysis - Retailer Share Arrangements for additional information on these ~~arrangements~~agreements. There are ~~intended~~typically tono ~~align~~retailer ~~our~~share ~~interests~~arrangements ~~and~~with ~~provide~~individual anhealthcare ~~additional~~providers, ~~incentive~~national toand ~~our~~regional ~~partners~~healthcare toproviders ~~promote~~or ~~our~~health-focused ~~credit~~retailers ~~products~~in Health & Wellness.

Certain program agreements set forth the program’s economic terms, including the merchant discount applicable to each promotional finance offering for credit card and installment loans. We typically do not pay fees to these partners pursuant to any retailer share arrangements, but in some cases we pay a sign-up fee to a partner or provide volume-based rebates on the merchant discount paid by the partner.

Other Economic Terms

In addition to the retailer share arrangements, the program agreements typically provide that the parties will develop a marketing plan to support the program, and they set the terms by which a joint marketing budget is funded, the basic terms of the rewards program linked to the use of our product (such as opportunities to receive double rewards points for purchases made on a product), and the allocation of costs related to the rewards program.

~~Termination~~For our other partner programs that contain promotional financing, our program agreements include terms stipulating the merchant discount applicable to each promotional finance offering for credit card and installment loans. We typically do not pay fees to these partners pursuant to any retailer share arrangements, but in some cases we pay a sign-up fee to a partner or provide volume-based rebates on the merchant discount paid by the partner.

~~The~~Synchrony-Branded program agreements set forth the circumstances in which a party may terminate the agreement prior to expiration. Our program agreements generally permit us and our partner to terminate the agreement prior to its scheduled termination date for various reasonsNetworks, ~~including~~Buying if the other party materially breaches its obligations. Some program agreements also permit our partner to terminate the program if we fail to meet certain service levels or change certain key cardholder terms or our credit criteriaGroups, weManufacturers fail to achieve certain approval rate targets with respect to approvals of new customers, we elect not to increase the program size when the outstanding loan receivables under the program reach certain thresholds, we are not adequately capitalized, certain force majeure events occur or certain changes in our ownership occur. 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. Some of our program agreements provide that, upon termination or expiration, our partner may purchase or designate a third party to purchase the accounts and ~~loan~~Industry ~~receivables~~Associations ~~generated with respect to its program at fair market value or a stated price, including all related customer data.~~

Our Synchrony-branded networks are focused on specific industries, where we create either company-branded or company and partner-branded private label credit cards that are usable across all participating locations within the industry-specific network. For example, our Synchrony Car Care network, comprised of merchants selling automotive parts, repair services and tires, covers over one million locations across the United States, and cards issued may be dual branded with Synchrony Car Care and partners such as Chevron, Napa, P66, Pep Boys or Summit Racing. The Synchrony Car Care network allows for expanded use outside of the program network at certain related merchants, such as gas stations. Similarly, the Synchrony HOME credit card is accepted at participating home-related partner locations nationwide.

~~Buying~~Table ~~Groups,~~of ~~Manufacturers and Industry Associations~~ Contents

The programs we have established with buying groups, manufacturers and industry associations, such as the Home Furnishings Association, Jewelers of America, Kawasaki, Nationwide Marketing Group and Polaris, are governed by program agreements under which we make our credit products available to their respective members or dealers. These arrangements may include sign-up fees and volume-based incentives paid by us to the groups and their members ~~but~~and ~~these~~under ~~agreements generally do not require~~ the ~~members or dealers to offer our products to their customers. Under the~~ terms of the program ~~agreements~~agreement, ~~buying~~the groups, ~~manufacturers~~ and ~~industry~~their ~~associations~~members generally agree to support and promote the respective programs.

~~Synchrony-Branded~~We ~~Networks~~enter into individual standard agreements with the merchants and dealers that offer our credit products under these programs. These agreements generally are not exclusive. Our agreements generally continue until terminated by either party, with termination typically available to either party at will upon 15 days’ written notice.

Our Synchrony-branded networks are focused on specific industries, where we create either company-branded or company and partner-branded private label credit cards that are usable across all participating locations within the industry-specific network. For example, our Synchrony Car Care network, comprised of merchants selling automotive parts, repair services and tires, covers over one million locations across the United States, and cards issued may be dual branded with Synchrony Car Care and partners such as Chevron, Citgo, Napa, P66, Pep Boys or Summit Racing. Under the terms of these networks, we establish merchant discounts applicable to each financing offer. In addition, we also earn interchange fees through credit card transactions outside of the program network. The Synchrony Car Care network allows for expanded use outside of the program network at certain related merchants, such as gas stations. Similarly, the Synchrony HOME credit card is accepted at participating home-related partner locations nationwide. See Healthcare Provider Agreements below for a discussion of our CareCredit branded network.

Dealer Agreements

For the programs we have established with manufacturers, buying groups, industry associations, industry specific programs and Synchrony-branded networks described above, we enter into individual agreements with the merchants and dealers that offer our credit products under these programs. These agreements generally are not exclusive and some parties who offer our financing products also offer financing from our competitors. Our agreements generally continue until terminated by either party, with termination typically available to either party at will upon 15 days’ written notice. Our dealer agreements set forth the economic terms associated with the program, including the fees charged to dealers to offer promotional financing, and in some cases, allow us to periodically change the fees we charge.

Healthcare Provider Agreements

We enter into provider agreements with individual healthcare providers who become part of our CareCredit network. These provider agreements are not exclusive and typically may be terminated at will upon 15 days’ notice. Multi-year agreements are in place for larger multi-location relationships across all markets. There are typically no retailer share arrangements with individual healthcare providers, national and regional healthcare providers and health-focused retailers in Health & Wellness.

We screen potential healthcare providers using a variety of criteria, including whether the potential provider specializes in one of our approved specialties, carries the appropriate licensing and certifications, and meets our underwriting criteria. We also screen potential partners for reputational issues. We work with professional and other associations, manufacturers, buying groups, industry associations and healthcare consultants to educate their constituents about the products and services we offer. We also approach individual healthcare service providers through direct mail, advertising, and at trade shows.

Our Customers

____________________________________________________________________________________________

Acquiring and Marketing to Our Customers

We market to existing and potential customers by collaborating ~~directly~~ with our partners and providers to seamlessly integrate our product offerings within their distribution networks, communication channels and customer interactions and directly through our channels. We believe our presence at their points of sale (in-store, online and mobile environments), and through our own digital properties and media distribution partnerships, enables greater conversion rates, incremental purchases, and higher overall sales for our partners and providers. This dynamic also enables us to acquire new customer accounts at a discount compared to the traditional methods of acquiring new customers.

To attract new customers, we collaborate closely with our partners and providers and apply our analytics, product, and marketing expertise to create integrated programs promoting our products. ~~Frequently,~~This ~~our~~approach ~~partners~~enables ~~and~~us ~~providers~~to ~~will~~optimize ~~market~~product ~~the~~choice, ~~availability~~and ofpromote ~~credit~~financing asavailability ~~part~~and ofvalue ~~their~~propositions ~~advertising~~throughout ~~for~~the ~~goods~~customer ~~and services~~journey.

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~~digital advertising, retailer ~~website placement~~websites, associate communication, emails, text messages, direct mail campaigns and other partner advertising ~~circulars~~materials. Our marketing channels are often a combination of ~~television~~traditional and digital media including, radio, print, ~~and~~connected ~~digital~~television, ~~marketing which includes~~ search engine optimization, paid search, social media, display, personalization, capabilities and product education.

We ~~also~~ employ ~~our~~a ~~proprietary~~variety of acquisition capabilities to preapprove and prequalify customers, such as our Quickscreen acquisition method tothat ~~make~~allows targeted pre-approved credit offers at the point-of-sale. Our Quickscreen technology allows us to process customer information obtained from our partners ~~through~~and ~~our risk models so that~~ when these customers seek to make payments for goods and services at our partners' points-of-sale, we can offer them credit instantly,. ifWe ~~appropriate.~~also ~~Based~~offer onmulti ~~our~~product ~~experience,~~qualification ~~due~~which allows for customers to ~~the~~see ~~personalized~~if ~~and~~they ~~immediate~~qualify ~~nature~~for ofmultiple ~~the~~Synchrony ~~offer,~~products ~~Quickscreen~~in ~~significantly~~one ~~outperforms~~simple ~~traditional~~experience. ~~direct-to-consumer~~We ~~channels~~also integrate our products into secondary and tertiary lender platforms, ~~such~~this asallows ~~direct~~for ~~mail~~higher orapproval ~~email~~rates infor ~~response~~our ~~rate~~partners and ~~dollar~~a ~~spending~~seamless experience for our customers in various point-of-sale channels.

Customer engagement at Synchrony is driven by our growth organization, which encompasses marketing, data analytics, customer experience, product development, incubation, ~~branding~~loyalty, ~~go-to-market~~ and ~~commercialization~~brand teams. Organizing these critical disciplines into one cohesive group helps Synchrony drive continued growth, execute our strategy more quickly and deliver the right capabilities to partners and customers through one of the industry’s most complete, digitally-enabled consumer financing and payments product suite.

Marketing and Data Analytics

Our partners leverage our expertise in financial services marketing to complement their brand promotions. Our marketing teams offer expertise and experience in omnichannel strategy and planning, utilizing a comprehensive set of marketing technology tools and machine learning algorithms, often tailored to the portfolio or product, focused on expanding and optimizing customer relationships through data-led personalization capabilities.

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. 14

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Our proprietary access to data and insights from our nearly 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, provide behavioral insights that help increase product usage and reinforce our value proposition, and marketing campaigns which increases sales conversions.

After a customer obtains one of our products, our marketing programs encourage ongoing card usage by communicating the benefits of our products and value propositions that help deepen the relationship with the customer. Examples include promotional financing offers, cardholder events, product and partner discounts, product upgrades, dollar-off certificates, account holder sales, reward points and offers, new product announcements and previews, and other specific partner value offerings.

These programs are executed through our partners’ direct-to-consumer distribution channels as well as our own. Historically, these activities targeted to existing customers have yielded high levels of re-use of our credit products. For example, during the year ended December 31, ~~2024~~2025, approximately 62% of purchase volume across our CareCredit network resulted from repeat use at one or more providers.

Technology and Product Development

We leverage information technology to deliver products and services that are designed to meet the needs of our customers and partners and enable us to operate our business efficiently. The integration of our technology with our partners is at the core of our value proposition, enabling, among other things, customers to “apply and buy” at the point-of-sale, and many of our partners to settle transactions directly with us without an interchange fee.

A key part of our strategic focus is on continuing to scale our multi-product offerings to our customers and partners. Our products team oversees the development and delivery of new products and capabilities to enhance consumers' shopping journey and to anticipate the evolving needs of both consumers and retailers, while providing scalability of products across our sales platforms. This work encompasses investing in a dedicated innovation team who collaborates with our partners and prospective partners, to seek competitive advantages in the marketplace and to maximize opportunities for business growth.

~~Our~~In addition to our credit cards, our diverse product suite includes Synchrony’s Pay Later ~~solution~~solutions, which ~~was~~are offered across all five of our sales platforms, including at anvarious ~~expanded~~large retailers such as Amazon, Lowe's and JCPenney, as well as a number of ~~partners~~providers in ~~2024,~~our ~~including~~CareCredit ~~JCPenney~~network. The Synchrony Pay Later solution comes in the form of a pay monthly product, as well as in a Pay in 4 product that charges no interest and fees, and requires the consumer to make four equal payments to pay off their purchase. Both products enhance our ability to execute our multi-product strategy which is grounded in identifying the best product for the customer and our partners to drive profitable program growth.

Digital and Mobile Capabilities

Our organization ~~also~~ remains focused on investing in key technology to broaden our digital and mobile capabilities, bringing to market new features, channels and experiences for our customers and enhancing our existing digital experiences. Our digital capabilities provide a range of choices for our partners both in the product offerings available for customers and in the ease of flexibility through which their teams can integrate our solutions.

Our customers continue to demonstrate their preference to interact with Synchrony through these digital experiences. InDuring ~~2024~~the year ended December 31, 2025, approximately 5760% of our consumer credit card applications were made via online or mobile channels, and ~~over~~the ~~75%~~majority of our consumer credit card ~~accounts~~customers ~~with~~have ~~an outstanding balance had~~ activated digital account servicing capabilities.

Our approach continues to be focused on creating exceptional digital experiences through all aspects of the customer journey, whether in-store or online. For example, by leveraging our tokenization platform, we are able to offer partners the ability to display single-use virtual cards within our installment products (such as our Synchrony Pay inLater ~~4 product~~solutions), allowing for a seamless in-store experience that does not require any integration efforts on their behalf.

In addition, we continue to expand the ways in which our customers can access our products. Our Pay with Synchrony mobile application available within the Clover point-of-sale platform enables our customers to apply for a new card or installment loan and complete the transaction all within the Clover digital experience. We have also expanded the provisioning of our products in third-party digital wallets, primarily Apple Pay and Google Pay.15

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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. In addition, we have added several additional servicing features to the MySynchrony mobile application and enabled login access across multiple Synchrony-branded credit cards via the mobile application.

Loyalty Programs

We ~~operate~~design ~~loyalty~~and ~~programs~~operate ~~that provide~~ rewards toand ~~our~~loyalty ~~customers~~programs ~~that~~intended ~~are~~to ~~designed~~support tocustomer ~~foster~~acquisition, encourage engagement, ~~drive incremental purchases~~ and promote ~~customer~~long-term retention. ~~Many~~Our ofprograms ~~our~~are ~~credit~~designed ~~card~~to deliver value ~~propositions~~at ~~include~~each ~~reward offers that accrue~~interaction, typically through points-based ~~upon~~earning, ~~customer~~merchandise ~~spend~~discounts, ~~and~~cash-back ~~can~~incentives beor ~~applied~~flexible ~~toward~~statement ~~a future purchase~~credits, orto inmotivate ~~some~~usage ~~cases~~of aour ~~cash~~products ~~back~~and orenhance ~~statement~~customer ~~credit~~satisfaction.

16In 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.

We ~~continue~~also toincorporate ~~support and integrate~~ the Synchrony brand into a number of our ~~partners’~~partner loyalty programs, ~~which~~that are offered to customers who ~~also~~utilize ~~use~~other ~~non-credit~~ payment ~~types~~methods such as cash, debit orand check. ~~Leveraging~~These multi-tender loyalty programs ~~allows~~allow our partners to ~~market~~reach toa anbroader ~~expanded~~ customer base and ~~enables~~support usour efforts to ~~connect~~acquire ~~with additional~~ prospective cardholders.

Commercial Customers

In addition to our efforts to acquire consumer cardholders, we continue to focus on acquiring small to mid-sized commercial customers. We offer these customers private label credit cards and Dual Cards that are similar to our consumer offerings and our approach to acquiring these customers is consistent with our consumer strategies. Additionally, we ~~continue~~actively tomarket ~~focus on marketing~~ our commercial pay-in-full accounts receivable product ~~that~~to ~~supports~~support a wide range of business customers.

Customer Service and Production Services

Customer service is an important feature of our relationship with both our partners and our customers. We care for our customers, value their opinions and attempt to resolve customer inquiries and concerns during the initial customer interaction. Our customers can contact us via phone, mail, email, eService, eChat and social media.

We provide service for all of our customers through our eight domestic ~~geographic hubs~~ and three international ~~call~~geographic ~~centers~~hubs. We maintain several centers of excellence to ensure the quality of our customer service across all of our locations. Examples of these centers of excellence include back office, quality assurance, customer experience, training, workforce and capacity planning, surveillance and process control.

In addition to our customer service teams, our service delivery solutions organization oversees personalization, fulfillment and delivery of credit cards to our customers, as well as printing and mailing of credit card billing statements and other communications. Our digital channels also allow for our customers to receive statements and make payments electronically. We continue to encourage adoption of this option through regular communication with our customers. We utilize our third-party provider, Fiserv Solutions LLC (“Fiserv”), for these production services, as well as for producing cards, statements and other mailings for our deposit customers. We also utilize a third-party provider for our paper payment processing services. While all of these services are outsourced, we monitor and maintain oversight of these activities.

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Our Credit Products

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Through our sales platforms, we offer three principal types of credit products: credit cards, commercial credit products and consumer installment loans. We also offer our Payment Security program, which is a debt cancellation product.

The following table sets forth each credit product by type and indicates the percentage of our total loan receivables that are under standard terms only or pursuant to a promotional financing offer at December 31, ~~2024~~2025.

			Promotional Offer
Credit Product	Standard Terms Only		Deferred Interest		Other Promotional		Total
Credit cards	6062.48	%	1817.56	%	1312.64	%	92.58	%
Commercial credit products	1.78		—		—		1.78
Consumer installment loans	—		0.21		5.52		5.73
Other	0.1		—		—		0.1
Total	6264.27	%	1817.7	%	1917.16	%	100.0	%

Credit Cards

Our credit card products are loans we extend through open-~~ended~~end revolving credit card accounts. Substantially all of our credit card business is in the United States. We offer the following principal types of credit cards:

Private Label Credit Cards

Private label credit cards are partner-branded credit cards (e.g., Lowe’s or Amazon) or program-branded credit cards (e.g., Synchrony Car Care or CareCredit) that are used primarily for the purchase of goods and services from the partner or within the program network. In addition, in some cases, cardholders may be permitted to access their credit card accounts for cash advances.

Credit under a private label credit card typically is extended either on standard terms only, which means accounts are assessed periodic interest charges using an agreed non-promotional fixed and/or variable interest rate, or pursuant to a promotional financing offer, involving deferred interest, no interest or reduced interest during a set promotional period. Promotional periods typically range between six and 60 months, but we may agree to longer terms with the partner. In almost all cases, we receive a merchant discount from our partners to compensate us for all or part of the foregone interest income associated with promotional financing. The terms of these promotions vary by partner, but generally the longer the deferred interest, reduced interest or interest-free period, the greater the partner’s merchant discount. Some offers permit customers to pay for a purchase in equal monthly payments with no interest or at a reduced interest rate, rather than deferring or delaying interest charges. For our deferred interest products, approximately 80% of customer transactions are typically paid off before interest is assessed. In Health & Wellness, standard rate financing generally applies to charges under $200.

We typically do not charge interchange or other fees to our partners when a customer uses a private label credit card to purchase our partners’ goods and services through our payment system.

Dual Cards and General Purpose Co-Branded Cards

Our patented Dual Cards are credit cards that function as private label credit cards when used to purchase goods and services from our partners, and as general purpose credit cards when used to make purchases from other retailers wherever cards from those card networks are accepted or for cash advance transactions. We currently issue Dual Cards for use on the MasterCard and Visa networks and we have the potential capability to issue Dual Cards for use on the American Express and Discover networks.

We also offer general purpose co-branded credit cards that do not function as private label credit cards, as well as, a Synchrony-branded general purpose credit card.

Dual Cards and general purpose co-branded credit cards are offered across all of our sales platforms and credit is typically extended on standard terms only. At December 31, 2024, we offered either Dual Cards or general purpose co-branded credit cards through over 15 of our large partners, of which the majority are Dual Cards, as well as our CareCredit Dual Card. We intend to continue to increase the number of partner programs that offer Dual Cards or general purpose co-branded credit cards and seek to increase the portion of our loan receivables attributable to these products. Consumer Dual Cards and Co-branded cards totaled 28% of our total loan receivables portfolio at December 31, 2024.17

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Dual Cards and general purpose co-branded credit cards are offered across all of our sales platforms and credit is typically extended on standard terms only. At December 31, 2025, we offered either Dual Cards or general purpose co-branded credit cards through over 15 of our large partners, of which the majority are Dual Cards, as well as our CareCredit Dual Card. We intend to continue to increase the number of partner programs that offer Dual Cards or general purpose co-branded credit cards and seek to increase the portion of our loan receivables attributable to these products. Consumer Dual Cards and Co-branded cards totaled 34% of our total loan receivables portfolio at December 31, 2025.

Charges using a Dual Card in connection with purchases made by cardholders other than in-store or online from that partner or from general purpose co-branded credit cards generate interchange income for us.

Terms and Conditions

As a general matter, the financial terms and conditions governing our credit card products vary by program and product type and change over time, although we seek to standardize the non-financial provisions consistently across all products. The terms and conditions of our credit card products are governed by a cardholder agreement and applicable laws and regulations.

We assign each card account a credit limit when the account is initially opened. Thereafter, we may increase or decrease individual credit limits from time to time, at our discretion, based primarily on our evaluation of the customer’s creditworthiness and ability to pay.

For the vast majority of accounts, periodic interest charges are calculated using the daily balance method, which results in daily compounding of periodic interest charges, subject to, at times, a grace period on new purchases. Cash advances are not subject to a grace period, and some credit card programs do not provide a grace period for promotional purchases. In addition to periodic interest charges, we may impose other charges and fees on credit card accounts, including, as applicable and provided in the cardholder agreement, cash advance transaction fees, paper statement fees, and late fees where a customer has not paid at least the minimum payment due by the required due date.

Typically, each customer with an outstanding debit balance on their credit card account must make a minimum payment each month. A customer may pay the total amount due at any time without penalty. We also may enter into arrangements with delinquent customers to extend or otherwise change payment schedules and to waive interest charges and/or fees.

Commercial Credit Products

We offer private label cards and Dual Cards for commercial customers that are similar to our consumer offerings. We also offer a commercial pay-in-full accounts receivable product to a wide range of business customers.

Installment Loans

We originate secured installment loans to consumers ~~(and a limited number of commercial customers)~~ in the United States, primarily in our Lifestyle sales platform for power products in our Outdoor market (motorcycles, ATVs and lawn and garden). We also offer unsecured installment loans ~~primarily~~to inconsumers ~~our~~across ~~Home~~all &of ~~Auto~~our ~~and Health & Wellness~~ sales platforms ~~and~~ through ~~our~~ various ~~other installment~~ products, such as ~~our~~ Synchrony's Pay Later solutions~~, including pay monthly and Pay in 4 products, for short-term loans~~. Installment loans are closed-end credit accounts where the customer pays down the outstanding balance in installments. The terms of our installment loans are governed by customer agreements and applicable laws and regulations. ~~Installment loans at December 31, 2024 include loan receivables related to Ally Lending that we acquired in March 2024.~~

Installment loans, other than our Synchrony Pay Later Pay in 4 product, are generally assessed periodic finance charges using fixed interest rates. In addition to periodic finance charges, we may impose other charges and fees on loan accounts, including late fees where a customer has not made the required payment by the required due date and returned payment fees.

Payment Security Program

We offer our Payment Security program, which is a debt cancellation product, to our credit card customers via direct to consumer online and mobile channels. Customers who choose to purchase this product are charged a monthly ~~fee based on their ending balance on each billing statement. In return, the Bank will cancel all or a portion of a customer’s credit card balance in the event of certain qualifying life events.~~

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fee based on their ending balance on each billing statement. In return, the Bank will cancel all or a portion of a customer’s credit card balance in the event of certain qualifying life events.

Consumer Banking

__________________________________________________________________________________________

Through the Bank, we offer our customers a range of FDIC-insured deposit products. The Bank obtains deposits directly from retail, affinity relationships and commercial customers ("direct deposits") or through third-party ~~brokerage~~ firms that offer our FDIC-insured deposit products to their customers ("brokered deposits"). At December 31, ~~2024~~2025, we had $8281.1 billion in deposits, comprised of $7275.32 billion of direct deposits and $95.89 billion of brokered deposits. At December 31, ~~2024~~2025, deposits represented 84% of our total funding sources. Retail customers accounted for the substantial majority of our direct deposits at December 31, ~~2024~~2025. During ~~2024~~2025, retail deposits were received from approximately ~~695~~738,000 customers that had a total of approximately 1.5 million accounts. The Bank had an 8486% retention rate on certificates of deposit balances up for renewal for the year ended December 31, ~~2024~~2025. FDIC insurance is provided for our deposit products up to applicable limits.

We continue to focus on expanding our online direct banking operations and our deposit base serves as a source of stable and diversified low-cost funding for our credit activities. Our online platform is highly scalable allowing us to expand without having to rely on a traditional “brick and mortar” branch network. We believe we are well-positioned to continue to benefit from the consumer preference for direct banking. According to the ~~2024~~2025 American Bankers Association survey, approximately 8281% of customers primarily use direct channels (internet, mail, phone and mobile) to manage their bank accounts.

During ~~2024~~2025 we continued to make investments in our servicing and digital platforms to expand features available for self-service and improve the user experience. Our deposit products include certificates of deposit, IRAs, money market accounts and savings accounts. We market our deposit products through multiple channels including digital and print. Customers can apply for, fund, and service their deposit accounts online, mobile or via phone. We have dedicated banking representatives within our call centers to service deposit accounts. Fiserv provides the core banking platform for our online retail deposits including a customer-facing account opening and servicing platform. In addition to these retail deposits, the Bank offers a PayPal-branded affinity deposit product through PayPal's mobile application and website.

To attract new deposits and retain existing ones, we may introduce new deposit products, enhancements to our existing products, and deliver new capabilities. This may include the introduction of transactional capabilities, additional digital servicing options, person-to-person payment features, new affinity relationships, and Synchrony-branded debit cards. Our focus on deposit-taking and related branding efforts will also enable us to offer other branded direct banking products more efficiently in the future.

We seek to differentiate our deposit product offerings from our competitors on the basis of brand, reputation, convenience, customer service and value. Our deposit products emphasize reliability, trust, security, convenience and attractive rates.

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Credit Risk Management

____________________________________________________________________________________________

Credit risk management is a critical component of our management and growth strategy. Credit risk refers to the risk of loss arising from customer default when customers are unable or unwilling to meet their financial obligations to us. Our credit risk arising from credit products is generally highly diversified across approximately ~~117~~115 million open accounts at December 31, ~~2024~~2025, without significant individual exposures. We manage credit risk primarily according to customer segments and product types.

We have developed proprietary credit tools which we call Synchrony PRISM. Through Synchrony PRISM we leverage a broad spectrum of data to yield powerful, proprietary insights to enable a more holistic view of our applications and customers.

Customer Account Acquisition

We have developed programs to promote credit with each of our partners and apply a consistent underwriting approach using our Synchrony PRISM tools that have varying results across our client portfolios based on the underlying credit characteristics of their customer base and applicant pool. We originate credit accounts through several different channels, including in-store, mail, internet, mobile, telephone and pre-approved solicitations. In addition, we have, and may in the future, acquire accounts that were originated by third parties in connection with establishing programs with new partners.

Regardless of the channel, in making the initial credit approval decision to open a credit card or other account or otherwise grant credit, we follow a series of credit and fraud underwriting procedures. In most cases, when applications are made in-store or digitally, the process is fully automated and applicants are notified of our credit decision immediately. We obtain certain information provided by the applicant, leverage historical performance on other Synchrony accounts, where applicable, as well as partner data on the consumer, ~~and~~ obtain a credit bureau report from one of the major credit bureaus, and leverage alternative bureau and consumer data. The credit report information we obtain is electronically transmitted into industry scoring models and our proprietary scoring models developed to assess credit worthiness. The credit risk management team determines in advance the qualifying credit worthiness and initial credit line assignments for applicants for each portfolio and product type. We periodically analyze performance trends of accounts originated at different score levels as compared to projected performance and adjustments to the minimum credit worthiness or the opening credit limit to manage credit risk are made as necessary.

We also apply additional application screens based on various inputs, including credit bureau information, alternative data, our previous experience with the customer and information provided by our partner, to help identify additional factors, such as potential fraud and prior bankruptcies, before qualifying the application for approval. We compare applicants’ names against the Specially Designated Nationals list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), as well as screens that account for adherence to USA PATRIOT Act of 2001 (the “Patriot Act”) and Credit Card Accountability Responsibility and Disclosure Act of 2009 (the “CARD Act”) requirements, including ability to pay requirements for our revolving products.

We also use pre-approved account solicitations for certain programs. Potential applicants are pre-screened using information provided by our partner or obtained from outside lists, and qualified individuals receive a pre-approved credit offer by mail or email.

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Acquired Portfolio Evaluation

Our credit risk management team evaluates each portfolio that we acquire in connection with establishing programs with new partners to ensure the portfolio satisfies our credit risk guidelines. As part of this review, we receive data on the third-party accounts and loans, which allows us to assess the portfolio on the basis of certain core characteristics, such as historical performance of the assets and distributions of credit and loss information. In addition, we benchmark potential portfolio acquisitions against our existing programs to assess relative current and projected risks. Finally, our credit risk management team must approve the acquisition, taking into account the results of our risk assessment process. Once assets are migrated to our systems, our account management protocols will apply immediately as described below under “—Customer Account Management,” “—Credit Authorizations of Individual Transactions” and “—Collections and Recovery.”

Customer Account Management

We regularly assess the credit risk exposure of our customer accounts. This ongoing assessment includes information relating to the customer’s performance with respect to their account(s) with us, as well as information from credit bureaus relating to the customer’s broader credit performance. To monitor and control the quality of our loan portfolio (including the portion of the portfolio originated by third parties), we use behavioral scoring models that we have developed to score each active account on its monthly cycle date. Proprietary risk models, together with the credit scores obtained on each active account no less than quarterly, are an integral part of our credit decision-making process. Depending on the duration of the customer’s account, usage, risk profile and other performance metrics, the account may be subject to a range of account actions, including limits on transaction authorization and increases or decreases in purchase and cash credit limits as applicable.

Credit Authorizations of Individual Transactions

Once an account is opened, subsequent transactions by customers with revolving cards are subject to our credit authorization system. Each potential sales transaction is passed through our authorization system, which considers a variety of behavior and risk factors to determine whether the transaction should be approved or declined, and whether a credit limit adjustment is warranted.

Fraud Investigation

We provide follow up and research with respect to different types of fraud such as fraud rings, new account fraud and transactional fraud. We have developed proprietary fraud models to identify new account fraud and deployed tools that help identify transaction purchase behavior outside a customer’s established pattern. Our proprietary models are also complemented by externally sourced models and tools used across the industry to better identify fraud and protect our customers. We ~~also~~ are continuously implementing new and improved fraud and authentication technologies designed to prevent, detect and mitigate fraud.

Collections and Recovery

All monthly billing statements of accounts with past due amounts include a request for payment of these amounts. Collections ~~personnel~~outreach generally ~~initiate~~starts ~~contact~~as ~~with~~soon ~~customers~~as ~~within~~a 30current ~~days~~account ~~after~~misses ~~any~~a ~~portion~~payment ofand ~~their~~continues ~~balance~~through ~~becomes past due~~delinquency. The nature ~~and the timing~~ of the ~~initial~~ contact, ~~typically~~with acustomers ~~personal~~can ~~call,~~include email, text message, calls, or ~~letter~~letters, ~~are~~or ~~determined~~some bycombination athereof, ~~review~~and the timing and frequency of ~~the~~our customer’s ~~prior~~contact is based upon an evaluation of account ~~activity~~risk, balance and ~~payment~~other ~~habits~~factors.

WePrior ~~re-evaluate~~to ~~our~~an ~~collection~~account ~~and~~charge-off, ~~recovery~~collections ~~efforts~~activities ~~and~~are ~~consider~~managed ~~the~~by ~~implementation~~us. ofSubsequent ~~other~~to ~~techniques~~charge-off, ~~including~~accounts ~~internal~~may ~~collection~~be ~~activities~~serviced by us, ~~use~~placed ofwith external vendors ~~and the sale of debt to~~ (third-party ~~buyers,~~collections asagencies aor ~~customer~~attorneys) ~~becomes~~or ~~increasingly~~sold ~~delinquent~~to debt buyers. We aim to limit our exposure to delinquencies through controls within the transaction authorization processes, the imposition of credit limits and criteria-based account suspension and revocation processes. In certain situations, we may enter into arrangements to extend or otherwise change payment schedules, decrease interest rates and/or waive fees to aid customers experiencing financial difficulties in their efforts to become current on their obligations to us.

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Human Capital

____________________________________________________________________________________________

At Synchrony, people power our business, and our success depends, in large part, on our ability to recruit, develop, motivate and retain employees with the skills to execute our long-term strategy. We prioritize hiring the most qualified candidates. We design our hiring and promotional processes with the aim to create a workforce that supports the needs of our business and is reflective of the markets where we operate. We use data analytics to continually monitor demographics of our workforce (including hiring and attrition), government data to understand the markets in which we operate, and our annual employee survey to understand employee sentiments related to our culture.

Over the past few years we transformed how we work, how we support our people and how we connect and engage, with a focus on being nimble and agile. We have changed our overall approach to getting work done by adopting a “hub” model that, depending on business needs, enables employees across all roles and levels to work from home or a physical hub. Physical hubs enable face-to-face interactions and are also used as cultural and innovation centers where we host events, collaboration days, town halls, agile sprints, networking and other important business activities. To support and promote employee engagement and development, we maintain eight employee resource groups that are open to all employees. Currently, over 12,000 employees participate in at least one of these groups.

At Synchrony, we are proud of the many benefits and programs that we have created for our employees. But we believe we are never done. This is why we will continue to listen to our employees and adapt to their needs. Through ongoing, multichannel communications such as all-employee town halls where questions are submitted to our Chief Executive Officer (“CEO”) and other senior leaders or through more targeted pulse surveys of our employee base, their feedback is included in our decision-making process. Synchrony partners with Great Place to Work® to conduct an annual employee engagement survey as well as smaller pulse surveys on a periodic basis. The results help us better understand what our employees think we are doing right and identify areas for positive change. In ~~2024~~2025, 9091% of Synchrony employees participated in our employee engagement survey globally and 95% of the participants responded, “Taking all things into account, I would say this is a great place to work”. In addition, 96% of participants told us our way of working is providing the flexibility they need.

At December 31, ~~2024~~2025 we had over 20,000 full-time employees. At December 31, ~~2024~~2025, our global workforce was 61% female and 38% male. In the United States, ethnicity of our workforce was 49% White, 19% Black, 17% Hispanic, 89% Asian, 4% two or more races, 1% Native American, less than 1% Native Hawaiian or Pacific Islander and 21% that did not list ethnicity.

At Synchrony, we offer competitive compensation and benefits to all employees, and regularly conduct market pay analyses to inform our approach. We plan to increase the minimum wage to $2122.50 per hour for all hourly employees in the United States effective March 1, ~~2025~~2026. We also provide total wellness benefits for all employees including generous time off, well-being coaches, financial counselors and fitness reimbursements. We also offer emergency backup childcare benefits for up to 60 days which includes enhanced childcare reimbursement where employees can use any caregiver they choose.

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Regulation

____________________________________________________________________________________________

As a savings and loan holding company and financial holding company, Synchrony is subject to regulation, supervision and examination by the Federal Reserve Board. As a large provider of consumer financial services, we are also subject to regulation, supervision and examination by the CFPB.

The Bank is a federally chartered savings association. As such, the Bank is subject to regulation, supervision and examination by the Office of the Comptroller of the Currency of the U.S. Treasury (the “OCC”), which is its primary regulator, and by the CFPB. In addition, the Bank, as an insured depository institution, is supervised by the FDIC. For a discussion of the specific regulations related to our business see “Regulation—Regulation Relating to Our Business” of this Form 10-K Report.

Competition

____________________________________________________________________________________________

Our industry continues to be highly competitive. We compete for relationships with partners in connection with retaining existing or establishing new consumer credit programs. Our primary competitors for partners include major financial institutions such as American Express, Bread Financial, Capital One/Discover, JPMorgan Chase, Citibank, TD Bank and Wells Fargo, ~~and~~as towell ~~a lesser extent~~as, financial technology companies, point-of-sale lending focused companies and potential partners’ own in-house financing capabilities. We compete for partners on the basis of a number of factors, including ~~program~~ financial and other terms, technological capabilities, underwriting capabilities, marketing expertise, service levels, product and service offerings (including incentive and loyalty programs), integration capabilities, brand and reputation. In addition, some of our competitors have a business model that allows for their partners to manage underwriting (e.g., new account approval), customer service and collections, and other core banking responsibilities that we retain.

We also compete for customer usage of our credit products. Consumer credit provided, and credit card payments made, using our cards constitute only a small percentage of overall consumer credit provided and credit card payments in the United States. Consumers have numerous financing and payment options available to them. As a form of payment, our products compete with cash, checks, debit cards, general purpose credit cards ~~(Visa~~, ~~MasterCard, American Express and Discover Card),~~ various forms of consumer installment loans, other private-label card brands, ~~and~~ prepaid cards and all forms of electronic payment. In the future, we expect our products may face increased competitive pressure to the extent that our products are not, or do not continue to be, accepted in, or compatible with digital wallet technologies such as Apple Pay, Samsung Pay, Android Pay and other similar technologies. We ~~may also face increased competition from current competitors or others who introduce or embrace disruptive technology that significantly changes the consumer credit and payment industry. We~~ compete for customers and their usage of our products, and to minimize transfers to competitors of our customers’ outstanding balances, based on a number of factors, including pricing (interest rates and fees), product offerings, credit limits, incentives (including loyalty programs) and customer service. Some of our competitors provide a broader selection of services, including home and automobile loans and other consumer banking services, which may position them better among customers who prefer to use a single financial institution to meet all of their financial needs. In addition, some of our competitors are substantially larger than we are, may have substantially greater resources than we do or may offer a broader range of products and services than we do. Moreover, some of our competitors, including new and emerging competitors in the digital and mobile payments space, are not subject to the same regulatory requirements or legislative scrutiny to which we are subject. Non-bank providers of pay-over-time solutions, such as Affirm, Afterpay, Klarna and others, extend consumer credit-like offerings but do not face the same restrictions, such as capital requirements and other regulatory requirements, as banks which also could place us at a competitive disadvantage. In addition, some larger technology focused companies, e.g., Apple and Google, and larger retailers, e.g., Target and Walmart, are now offering financial products sometimes in collaboration with our competitors.

InWe ~~our~~may ~~retail~~also ~~deposits~~face ~~business,~~increased wecompetition ~~have~~from ~~acquisition~~current ~~and~~competitors ~~servicing~~or ~~capabilities~~others ~~similar~~who tointroduce ~~other~~or ~~direct~~embrace ~~banking~~disruptive ~~competitors.~~technology Wethat ~~compete~~significantly ~~for~~changes ~~deposits~~the ~~with~~consumer ~~traditional~~credit ~~banks,~~and ~~including~~payment ~~separately~~industry. ~~branded~~In ~~direct~~the ~~banking~~future, ~~platforms~~we ofexpect ~~traditional~~our ~~banks,~~products ~~and~~may ~~other~~face ~~banks~~increased ~~that~~competitive ~~have~~pressure ~~direct~~to ~~banking~~the ~~models~~extent ~~similar~~that toour ~~ours,~~products ~~such~~are asnot ~~Ally~~accepted ~~Financial~~in, ~~American~~or ~~Express,~~compatible ~~Barclays~~with, ~~Capital~~digital ~~One~~wallet ~~360,~~technologies ~~CIT,~~such ~~Citi,~~as ~~Citizens~~Apple ~~Bank~~Pay, ~~Discover~~Samsung Pay, ~~E-Trade~~Google Pay and ~~Marcus~~other bysimilar ~~Goldman Sachs~~technologies. ~~Competition~~The ~~among~~introduction ~~direct~~of ~~banks~~emerging istechnology, ~~intense~~such ~~because~~as ~~online~~AI ~~banking~~shopping ~~provides~~agents, ~~customers~~may ~~the~~allow ~~ability~~for toautonomous ~~rapidly~~shopping ~~deposit~~on ~~and~~behalf ~~withdraw funds and open and close accounts in favor~~ of ~~products and services offered by competitors. In addition~~consumers, weincluding ~~compete~~the ~~for~~selection ~~deposits~~of ~~with~~the ~~other~~method ~~consumer~~of ~~cash~~payment ~~alternatives~~used ~~such~~at asthe ~~government~~point ~~money~~of ~~market funds offered by brokerages~~sale.

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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. Moreover, some of our competitors, including new and emerging competitors in the digital and mobile payments space, are not subject to the same regulatory requirements or legislative scrutiny to which we are subject. Non-bank providers of pay-over-time solutions, such as Affirm, Afterpay, Klarna and others, extend consumer credit-like offerings but do not face the same restrictions, such as capital requirements and other regulatory requirements, as banks which also could place us at a competitive disadvantage. In addition, some larger technology focused companies, e.g., Apple and Google, and larger retailers offer financial products sometimes in collaboration with our competitors, and other current and potential competitors may obtain banking licenses to offer financial products.

Intellectual Property

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We use a variety of methods, such as trademarks, patents, copyrights and trade secrets, to protect our intellectual property, including our brand, “Synchrony.” We also place appropriate restrictions on our proprietary information that are designed to control access and prevent unauthorized disclosures. Our brands are important assets, and we take steps to protect the value of these assets and our reputation.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. For a discussion and analysis of our financial condition and results of operations comparing ~~2023~~2024 vs. ~~2022~~2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 (our “~~2023~~2024 Form 10-K”). The discussion below contains forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations. See “Cautionary Note Regarding Forward-Looking Statements.”

Results of Operations for the Three Years Ended December 31, ~~2024~~2025

____________________________________________________________________________________________

Key Earnings Metrics

Net earnings$ in ~~millions~~billions Net interest income$ in ~~millions~~billions Interest and fees on loans$ in billions

~~Net~~Performance ~~interest margin% of average interest-earning assets Efficiency ratio“Other expense” as a % of “NII, after RSA” plus “Other income”~~Metrics


Net interest margin % of average interest-earning assets			Efficiency ratio “Other expense” as a % of “NII, after RSA” plus “Other income”			Return on assets % of average total assets

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Growth Metrics

Purchase volume$ in billions Loan receivables(1)$ in billions Average active accountsin millions

Average active accountsin millions Interest and fees on loans$ in millions

Asset Quality Metrics

30+ and 90+ days past due(1)% of period-end loan receivables Net charge-offs% of average loan receivables including held for sale Allowance for credit losses(1)% of period-end loan receivables

Funding, Liquidity and Capital(1)


Deposits % of total funding liabilities $ in billions			Liquidity Liquid assets $ in billions			Capital ratios Common equity Tier 1

__________________

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

~~90+~~Table ~~days past due%~~ of ~~period-end loan receivables Allowance for credit losses% of period-end loan receivables~~Contents

~~Capital~~Summary ~~and~~Highlights ~~Liquidity~~for the Year Ended December 31, 2025

~~Capital ratiosCommon equity Tier 1 - Basel III LiquidityLiquid assets and undrawn credit facilities$ in billions~~Earnings


	Years ended December 31,
($ in millions)	2025		2024		2023
Interest income	$	22,601	$	22,645	$	20,710
Interest expense	4,135		4,634		3,711
Net interest income	18,466		18,011		16,999
Retailer share arrangements	(4,005)		(3,407)		(3,661)

Provision for credit losses	5,225		6,733		5,965
Net interest income, after retailer share arrangements and provision for credit losses	9,236		7,871		7,373
Other income	520		1,521		289
Other expense	5,135		4,839		4,758
Earnings before provision for income taxes	4,621		4,553		2,904
Provision for income taxes	1,069		1,054		666
Net earnings	$	3,552	$	3,499	$	2,238
Net earnings available to common stockholders	$	3,469	$	3,427	$	2,196

Trends disclosed below are compared to the year ended December 31, 2024, as applicable, except as otherwise noted.

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

•Decrease in provision for credit losses of $1.5 billion, primarily driven by lower net charge-offs, as well as a reserve release in the current year as compared to a reserve build in the prior year.

•Increase in net interest income of $455 million, primarily driven by lower interest expense and an increase in interest and fees on loans of 0.5%, partially offset by lower interest income on investment securities.

•These drivers were partially offset by lower other income due to the gain on sale related to Pets Best of $1.1 billion in the prior year, as well as higher retailer share arrangements.

Loan receivables and Asset Quality

•Loan receivables decreased 0.9% to $103.8 billion at December 31, 2025, reflecting the effects of higher payment rates as a result of our improved credit mix as well as flat purchase volume and lower average active accounts compared to the prior year.

•Over-30 day loan delinquencies as a percentage of period-end loan receivables decreased 21 basis points to 4.49% at December 31, 2025 from 4.70% at December 31, 2024. The net charge-off rate decreased 66 basis points to 5.65% for the year ended December 31, 2025.

•Our allowance coverage ratio (allowance for credit losses as a percentage of period-end loan receivables) decreased to 10.06% at December 31, 2025, as compared to 10.44% at December 31, 2024.

Funding, Liquidity and Capital

•At December 31, 2025, deposits represented 84% of our total funding sources. Total deposits decreased 1.1% to $81.1 billion at December 31, 2025, compared to December 31, 2024.

•During the year ended December 31, 2025, we repurchased $2.9 billion of our outstanding common stock, and declared and paid cash dividends of $1.15 per common share, or $427 million in the aggregate. At December 31, 2025 we had a total share repurchase authorization of $1.2 billion remaining.

~~Highlights~~Table ~~for~~of ~~the Year Ended December 31, 2024~~ Contents

~~Below~~2025 ~~are~~Acquisitions ~~highlights~~and ofPartner ~~our performance for the year ended December 31, 2024 compared to the year ended December 31, 2023, as applicable, except as otherwise noted.~~Agreements

~~•Net~~In ~~earnings~~October ~~increased~~2025, ~~56.3%~~we toacquired ~~$3.5~~Versatile ~~billion~~Credit, ~~for~~Inc. ~~the~~("Versatile ~~year ended December 31~~Credit"), ~~2024,~~a ~~primarily~~leading ~~driven by the after~~multi-~~tax~~source ~~gain~~financing onplatform ~~sale~~connecting ~~related to Pets Best of $802 million~~merchants, ~~higher~~lenders ~~net interest income~~ and ~~lower~~consumers ~~retailer~~through ~~share~~point-of-sale ~~arrangements, partially offset by an increase in provision for credit losses~~solutions.

~~•Loan~~During ~~receivables~~the ~~increased~~year ~~1.7%~~ended ~~to $104.7 billion at~~ December 31, ~~2024~~2025, ~~compared~~and to ~~December 31~~date, ~~2023,~~we ~~driven~~continued byto ~~lower~~expand ~~customer~~and ~~payment~~diversify ~~rates~~our ~~and~~portfolios with the ~~impact~~addition or renewal of ~~the~~more ~~Ally~~than ~~Lending~~75 ~~acquisition~~partners, ~~partially~~which ~~offset~~included bythe ~~lower purchase volume.~~following:

New partnerships: •~~Net~~ ~~interest~~Bob's ~~income~~Discount ~~increased~~Furniture ~~6.0%~~Home to& ~~$18.0~~Auto ~~billion~~• ~~for~~Dental ~~the~~Intelligence ~~year~~Health ~~ended~~& ~~December 31,~~Wellness ~~2024.~~• ~~Interest~~OnePay ~~and~~Diversified ~~fees~~& onValue ~~loans~~• ~~increased~~RH ~~8.5%,~~Home ~~primarily~~& ~~driven~~Auto by• ~~growth~~Texas inA&M ~~average~~University ~~loan~~Veterinary ~~receivables,~~Medical ~~the~~Teaching ~~impact~~Hospital ofHealth ~~our~~& ~~product,~~Wellness ~~pricing~~• ~~and~~Toro ~~policy~~Lifestyle ~~changes~~Program ~~and~~extensions: ~~lower~~• ~~payment~~Amazon ~~rates.~~Digital ~~Interest~~• ~~expense~~American ~~increased~~Eagle ~~24.9%~~Lifestyle • Ashley HomeStores, ~~due~~Inc. toHome ~~higher~~& ~~benchmark~~Auto ~~rates~~• ~~and~~Discount ~~higher~~Tire ~~interest-bearing~~Home ~~liabilities.~~& Auto • Gardner White Home & Auto • Home Furnishings Association Home & Auto • Polaris Lifestyle • Regency Showrooms Home & Auto

•~~Retailer~~In ~~share~~addition, ~~arrangements~~we ~~decreased~~expanded ~~6.9%~~our toexisting ~~$3.4~~Lowe's ~~billion~~commercial ~~for~~program and announced the ~~year~~acquisition ~~ended~~of ~~December 31,~~the ~~2024~~Lowe's commercial co-branded credit card portfolio, ~~primarily~~with ~~due~~loan toreceivables ~~higher~~of ~~net~~approximately ~~charge-offs~~$0.8 billion, ~~partially~~which ~~offset~~is byexpected ~~the~~to ~~impact~~close ofin ~~our~~the ~~product,~~first ~~pricing~~half ~~and~~of ~~policy changes~~2026.

•~~Over-30~~In ~~day~~October ~~loan~~2025, ~~delinquencies~~we asalso asold ~~percentage~~$0.2 billion of ~~period-end~~ loan receivables ~~decreased~~associated 4with ~~basis~~a ~~points~~Home to& ~~4.70%~~Auto atpartner ~~December 31,~~program ~~2024 from 4~~agreement.~~74% at December 31, 2023. The net charge-off rate increased 144 basis points to 6.31% for the year ended December 31, 2024.~~

•Provision for credit losses increased by $768 million to $6.7 billion, for the year ended December 31, 2024, primarily driven by higher net charge-offs, partially offset by lower reserve build. The reserve build in the year ended December 31, 2024 included $180 million related to the Ally Lending acquisition. Our allowance coverage ratio (allowance for credit losses as a percentage of period-end loan receivables) increased to 10.44% at December 31, 2024, as compared to 10.26% at December 31, 2023.

•Other income increased by $1.2 billion to $1.5 billion for the year ended December 31, 2024, primarily driven by the $1.1 billion gain on sale related to the Pets Best disposition.

•Other expense increased by $81 million, or 1.7%, for the year ended December 31, 2024, primarily driven by technology investments, costs related to the Ally Lending acquisition and preparatory expenses related to the late fee rule change, partially offset by lower operational losses and prior year restructuring costs.

•At December 31, 2024, deposits represented 84% of our total funding sources. Total deposits increased 1.1% to $82.1 billion at December 31, 2024, compared to December 31, 2023.

•In February 2024, we issued depositary shares representing $500 million of Series B 8.250% fixed rate reset non-cumulative perpetual preferred stock.

•During the year ended December 31, 2024, we declared and paid cash dividends totaling $72 million on our Series A 5.625% fixed rate non-cumulative preferred stock and our Series B 8.250% fixed rate reset non-cumulative perpetual preferred stock.

•During the year ended December 31, 2024, we repurchased $1.0 billion of our outstanding common stock, and declared and paid cash dividends of $1.00 per common share, or $398 million in the aggregate. In April 2024, the Board of Directors approved an incremental share repurchase program of up to $1.0 billion, through June 30, 2025, and maintained the quarterly dividend at its current amount of $0.25 per common share. At December 31, 2024 we had a total share repurchase authorization of $600 million remaining. For more information, see “Capital—Dividend and Share Repurchases.”

~~•In~~Table ~~March 2024, we sold our wholly-owned subsidiary, Pets Best, for consideration comprising a combination~~ of ~~cash and an equity interest in Independence Pet Holdings, Inc. The sale resulted in the recognition of a gain on sale of $1.1 billion, or $802 million net of tax.~~Contents

•In March 2024, we acquired Ally Lending for cash consideration of $2.0 billion. The assets and liabilities of Ally Lending primarily included loan receivables with an unpaid principal balance of $2.2 billion. See Note 3. Acquisitions and Dispositions to our consolidated financial statements for additional information.

2024 Partner Agreements

During the year ended December 31, 2024, and to date, we continued to expand and diversify our portfolios with the addition or renewal of more than 90 partners, as well as enter new strategic relationships, which included the following:

Home & Auto: 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

Digital: New partnerships: • Virgin Red Program extensions: • Cathay Pacific • Verizon • Newegg

Diversified & Value: Program extensions: • JCPenney • Sam's Club

Health & Wellness: New partnerships: • Bond Veterinary • Pet Paradise • Lakefield Veterinary Group • Western Veterinary • LaserAway Extensions: • Bosley • LCA Vision • HearingLife • SCI • Innovetive • Suveto

Lifestyle: New partnerships: • BRP • Gibson Program extensions: • CF Moto • EC Barton • Daniel's • Reeds • Dick's Sporting Goods

•We added two new strategic technology partnerships with Adit Practice Management Software and ServiceTitan, both of which expand access for customers to our suite of credit products.

•We entered into a relationship with Atlanticus Holdings Corporation to deliver a preferred second look financing solution for private label credit cards and installment loan products across our business.

Summary Earnings

The following table sets forth our results of operations for the periods indicated.

	Years ended December 31,
($ in millions)	2024		2023		2022
Interest income	$	22,645	$	20,710	$	17,146
Interest expense	4,634		3,711		1,521
Net interest income	18,011		16,999		15,625
Retailer share arrangements	(3,407)		(3,661)		(4,331)
Provision for credit losses	6,733		5,965		3,375
Net interest income, after retailer share arrangements and provision for credit losses	7,871		7,373		7,919
Other income	1,521		289		380
Other expense	4,839		4,758		4,337
Earnings before provision for income taxes	4,553		2,904		3,962
Provision for income taxes	1,054		666		946
Net earnings	$	3,499	$	2,238	$	3,016
Net earnings available to common stockholders	$	3,427	$	2,196	$	2,974

Other Financial and Statistical Data

The following table sets forth certain other financial and statistical data for the periods indicated.

At and for the years ended December 31 ($ in millions)	~~2024~~2025			~~2023~~2024			~~2022~~2023
Financial Position Data (Average):
Loan receivables, including held for sale	$	~~101~~100,~~733~~280		$	94101,~~832~~733		$	8494,~~672~~832
Total assets	$	119,~~386~~238		$	~~109~~119,~~819~~386		$	98109,~~152~~819
Deposits	$	8281,~~656~~633		$	7582,~~889~~656		$	6675,~~006~~889
Borrowings	$	15,~~814~~497		$	1415,~~918~~814		$	1314,~~783~~918
Total equity	$	1516,~~568~~858		$	1315,~~669~~568		$	13,~~372~~669
Selected Performance Metrics:
Purchase volume(1)(2)	$	182,~~173~~285		$	~~185~~182,~~178~~173		$	~~180~~185,~~187~~178
Home & Auto	$	4542,~~074~~347		$	4744,~~410~~509		$	4746,~~288~~814
Digital	$	5456,~~700~~376		$	5554,~~051~~700		$	5155,~~394~~051
Diversified & Value	$	6162,~~059~~004		$	61,~~227~~059		$	5661,~~666~~227
Health & Wellness	$	15,~~678~~654		$	15,~~565~~678		$	1315,~~569~~565
Lifestyle	$	5,~~660~~493		$	5,~~922~~660		$	5,~~498~~922
Corp, Other	$	2411		$	3567		$	~~5,772~~599
Average active accounts (in thousands)(2)(3)	7068,~~904~~876			70,~~337~~904			6870,~~627~~337
Net interest margin(4)	1415.7624		%	1514.1576		%	15.6315		%
Net charge-offs	$	65,~~420~~664		$	46,~~620~~420		$	24,~~536~~620
Net charge-offs as a % of average loan receivables, including held for sale	65.3165		%	46.8731		%	34.0087		%
Allowance coverage ratio(5)	10.4406		%	10.2644		%	10.3026		%
Return on assets(6)	23.90		%	2.09		%	32.10		%
Return on equity(7)	2221.51		%	1622.45		%	2216.64		%
Equity to assets(8)	1314.0414		%	1213.4504		%	1312.6245		%
Other expense as a % of average loan receivables, including held for sale	45.7612		%	54.0276		%	5.1202		%
Efficiency ratio(9)	3034.03		%	3430.90		%	3734.29		%
Effective income tax rate	23.1		%	2223.91		%	2322.9		%
Selected Period End Data:
Loan receivables	$	~~104~~103,~~721~~808		$	~~102~~104,~~988~~721		$	92102,~~470~~988
Allowance for credit losses	$	10,~~929~~442		$	10,~~571~~929		$	910,~~527~~571
30+ days past due as a % of period-end loan receivables(10)	4.7049		%	4.7470		%	34.6574		%
90+ days past due as a % of period-end loan receivables(10)	2.4017		%	2.2840		%	12.6928		%
Total active accounts (in thousands)(2)(3)	7170,~~532~~693			7371,~~484~~532			7073,~~763~~484

__________________

(1)Purchase volume, or net credit sales, represents the aggregate amount of charges incurred on credit cards or other credit product accounts less returns during the period.

(2)Includes activity and accounts associated with loan receivables held for sale.

(3)Active accounts represent credit card or installment loan accounts on which there has been a purchase, payment or outstanding balance in the current month.

(4)Net interest margin represents net interest income divided by average total interest-earning assets.

(5)Allowance coverage ratio represents allowance for credit losses divided by total period-end loan receivables.

(6)Return on assets represents net earnings as a percentage of average total assets.

(7)Return on equity represents net earnings as a percentage of average total equity.

(8)Equity to assets represents average equity as a percentage of average total assets.

(9)Efficiency ratio represents (i) other expense, divided by (ii) sum of net interest income, plus other income, less retailer share arrangements.

(10)Based on customer statement-end balances extrapolated to the respective period-end date.

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Average Balance Sheet

The following table sets forth information for the periods indicated regarding average balance sheet data, which are used in the discussion of interest income, interest expense and net interest income that follows.

	2024						2023						2022
	2025						2024						2023
Years ended December 31($ in millions)	AverageBalance		InterestIncome /Expense		AverageYield /Rate(1)		AverageBalance		InterestIncome/Expense		AverageYield /Rate(1)			AverageBalance		InterestIncome/Expense		AverageYield /Rate(1)
Assets
Interest-earning assets:
Interest-earning cash and equivalents(2)	$	1718,~~294~~002	$	~~913~~776	54.2831	%	$	1317,~~272~~294	$	~~678~~913	5.1128	%		$	1013,~~215~~272	$	~~194~~678	15.9011	%
Securities available for sale	2,~~965~~876		~~136~~127		4.5942	%	42,~~077~~965		~~130~~136		34.1959	%		54,~~108~~077		71130		13.3919	%
Loan receivables, including held for sale(3):
Credit cards	9392,~~907~~566		20,~~554~~683		2122.8934	%	8993,~~383~~907		1920,~~341~~554		21.6489	%		8089,~~119~~383		1619,~~471~~341		2021.5664	%
Consumer installment loans	5,~~744~~672		~~854~~824		14.8753	%	35,~~501~~744		~~401~~854		1114.4587	%		23,~~834~~501		~~287~~401		1011.1345	%
Commercial credit products	1,~~956~~948		~~179~~186		9.1555	%	1,~~826~~956		~~150~~179		89.2115	%		1,~~642~~826		~~117~~150		78.1321	%
Other	~~126~~94		95		75.1432	%	~~122~~126		109		87.2014	%		77122		610		78.7920	%
Total loan receivables, including held for sale	~~101~~100,~~733~~280		21,~~596~~698		21.2364	%	94101,~~832~~733		1921,~~902~~596		2021.9923	%		8494,~~672~~832		1619,~~881~~902		1920.9499	%
Total interest-earning assets	121,~~992~~158		22,~~645~~601		18.5665	%	~~112~~121,~~181~~992		2022,~~710~~645		18.4656	%		99112,~~995~~181		1720,~~146~~710		1718.1546	%
Non-interest-earning assets:
Cash and due from banks	~~887~~873						~~962~~887							~~1,472~~962
Allowance for credit losses	(10,~~891~~663)						(910,~~726~~891)							(89,~~844~~726)
Other assets	7,~~398~~870						67,~~402~~398							56,~~529~~402
Total non-interest-earning assets	(21,~~606~~920)						(2,~~362~~606)							(12,~~843~~362)
Total assets	$	119,~~386~~238					$	~~109~~119,~~819~~386						$	98109,~~152~~819
Liabilities
Interest-bearing liabilities:
Interest-bearing deposit accounts	$	8281,~~268~~228	$	3,~~806~~330	4.6310	%	$	7582,~~487~~268	$	23,~~952~~806	34.9163	%		$	6575,~~624~~487	$	12,~~008~~952	13.5491	%
Borrowings of consolidated securitization entities	7,~~732~~978		~~427~~417		5.5223	%	67,~~274~~732		~~340~~427		5.4252	%		6,~~468~~274		~~196~~340		35.0342	%
Senior and subordinated unsecured notes	87,~~082~~519		~~401~~388		45.9616	%	8,~~644~~082		~~419~~401		4.8596	%		78,~~315~~644		~~317~~419		4.3385	%
Total interest-bearing liabilities	9896,~~082~~725		4,~~634~~135		4.7228	%	9098,~~405~~082		34,~~711~~634		4.1072	%		7990,~~407~~405		13,~~521~~711		14.9210	%
Non-interest-bearing liabilities:
Non-interest-bearing deposit accounts	~~388~~405						~~402~~388							~~382~~402
Other liabilities	5,~~348~~250						5,~~343~~348							45,~~991~~343
Total non-interest-bearing liabilities	5,~~736~~655						5,~~745~~736							5,~~373~~745
Total liabilities	~~103~~102,~~818~~380						96103,~~150~~818							8496,~~780~~150
Equity
Total equity	1516,~~568~~858						1315,~~669~~568							13,~~372~~669
Total liabilities and equity	$	119,~~386~~238					$	~~109~~119,~~819~~386						$	98109,~~152~~819
Interest rate spread(4)					1314.8438	%					1413.3684	%						1514.2336	%
Net interest income			$	18,~~011~~466					$	1618,~~999~~011						$	1516,~~625~~999
Net interest margin(5)					1415.7624	%					1514.1576	%						15.6315	%

____________________

(1)Average yields / rates are based on total interest income/expense divided by average balances.

(2)Includes average restricted cash balances of $73380 million, $~~279~~73 million and $~~558~~279 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

3230

~~(3)Interest~~Table ~~income on loan receivables includes fees on loans, which primarily consist~~ of ~~late fees on our credit products, of $2.5 billion, $2.7 billion and $2.7 billion for the years ended December 31, 2024, 2023 and 2022, respectively.~~Contents

(3)Interest income on loan receivables includes fees on loans, which primarily consist of late fees on our credit products, of $2.3 billion, $2.5 billion and $2.7 billion for the years ended December 31, 2025, 2024 and 2023, respectively.

(4)Interest rate spread represents the difference between the yield on total interest-earning assets and the rate on total interest-bearing liabilities.

(5)Net interest margin represents net interest income divided by average total interest-earning assets.

The following table sets forth the amount of changes in interest income and interest expense due to changes in average volume and average yield / rate. Variances due to changes in both average volume and average yield / rate have been allocated between the average volume and average yield / rate variances on a consistent basis based upon the respective percentage changes in average volume and average yield/rate.

	2024 vs. 2023						2023 vs. 2022
	2025 vs. 2024						2024 vs. 2023
	Increase (decrease) due to change in:						Increase (decrease) due to change in:
($ in millions)	Average Volume		Average Yield / Rate		Net Change		Average Volume		Average Yield / Rate		Net Change
Interest-earning assets:
Interest-earning cash and equivalents	$	~~205~~37	$	30(174)	$	~~235~~(137)	$	73205	$	~~411~~30	$	~~484~~235
Securities available for sale	(354)		41(5)		6(9)		(1735)		7641		596
Loan receivables, including held for sale:
Credit cards	~~979~~(294)		~~234~~423		~~1,213~~129		~~1,974~~979		~~896~~234		21,~~870~~213
Consumer installment loans	~~257~~(11)		~~196~~(19)		~~453~~(30)		73257		41196		~~114~~453
Commercial credit products	11(1)		188		297		1411		1918		3329
Other	—(2)		(12)		(14)		4—		—(1)		4(1)
Total loan receivables, including held for sale	~~1,247~~(308)		~~447~~410		~~1,694~~102		21,~~065~~247		~~956~~447		31,~~021~~694
Change in interest income from total interest-earning assets	$	~~1,417~~(275)	$	~~518~~231	$	~~1,935~~(44)	$	21,~~121~~417	$	~~1,443~~518	$	31,~~564~~935
Interest-bearing liabilities:
Interest-bearing deposit accounts	$	~~265~~(48)	$	~~589~~(428)	$	~~854~~(476)	$	~~173~~265	$	~~1,771~~589	$	~~1,944~~854
Borrowings of consolidated securitization entities	7914		8(24)		87(10)		~~(6)~~79		~~150~~8		~~144~~87
Senior and subordinated unsecured notes	(2728)		915		(1813)		62(27)		409		~~102~~(18)
Change in interest expense from total interest-bearing liabilities	~~317~~(62)		~~606~~(437)		~~923~~(499)		~~229~~317		~~1,961~~606		~~2,190~~923
Total change in net interest income	$	~~1,100~~(213)	$	~~(88)~~668	$	~~1,012~~455	$	1,~~892~~100	$	(~~518~~88)	$	1,~~374~~012

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Table of Contents

Business Trends and Conditions

We believe our business and results of operations will be impacted in the future by various trends and conditions, including the following:

•~~CFPB~~Growth ~~final~~in ~~rule~~loan onreceivables ~~credit~~and ~~card~~interest ~~late~~and fees on loans. OnFor ~~March~~the 5,year ~~2024~~ended December 31, ~~the~~2025 ~~CFPB~~we ~~issued~~experienced a ~~final~~decrease ~~rule~~in ~~amending~~period-end ~~its~~loan ~~regulations~~receivables ~~that~~of ~~implement~~0.9%, ~~the~~reflecting ~~Truth~~higher inpayment ~~Lending~~rates ~~Act~~as ~~to,~~a ~~among~~result ~~other~~of ~~things,~~our ~~lower~~improved ~~the~~credit ~~safe~~mix, ~~harbor~~as ~~dollar~~well ~~amount~~as ~~for~~flat ~~credit~~purchase ~~card~~volume ~~late~~and ~~fees~~lower ~~from~~average ~~$30~~active ~~(adjusted~~accounts compared to ~~$41~~the ~~for~~year ~~each~~ended ~~subsequent~~December 31, ~~late~~2024 ~~payment~~as ~~within~~ the ~~next~~credit ~~six~~actions ~~billing~~we ~~cycles)~~took toacross $8our ~~and~~portfolio ~~eliminate~~in ~~the~~prior ~~automatic~~years ~~annual~~continued ~~inflation~~to ~~adjustment~~impact toloan ~~such~~receivable ~~safe~~growth. ~~harbor~~Interest ~~dollar~~and ~~amount.~~fees ~~The~~on ~~final~~loans ~~rule~~increased by 0.5%, ~~when~~driven ~~effective~~primarily by the impacts of our product, ~~will~~pricing ~~result~~and inpolicy changes, offset by a ~~significant~~combination ~~reduction~~of inlower ~~our~~benchmark ~~interest~~rates and ~~fees~~a ondecrease in average loan receivables., ~~Industry~~as ~~organizations~~well ~~have~~as ~~challenged~~lower ~~the~~late ~~final~~fee ~~rule~~incidence. inIn ~~court.~~2026, ~~The~~we ~~final~~expect ~~rule~~loan ~~had~~receivables anto ~~original~~increase, ~~effective~~reflecting ~~date~~growth ofin ~~May~~both ~~14,~~purchase ~~2024;~~volume ~~however,~~and onaverage ~~May~~active 10accounts, ~~2024,~~including the ~~United~~impact ~~States~~from ~~District~~new ~~Court~~or ~~for~~recently ~~the~~launched ~~Northern~~programs, ~~District~~partially ofoffset ~~Texas~~by ~~granted~~continued aneffects ~~injunction~~from elevated payment rates. In addition, we expect interest and ~~stay~~fees ofon loans to increase, primarily reflecting the ~~final~~continued ~~rule~~impact of our product, pricing and ~~the~~policy ~~injunction~~changes, ~~remains~~and growth in ~~effect~~loan receivables. AsIn ~~a result~~addition, the ~~ultimate~~amount ~~outcome~~of ~~and~~the ~~impact~~increases ofwill ~~this~~be ~~litigation~~dependent on ~~the~~various ~~final rule~~factors, including whether ~~the~~customer ~~final~~payment ~~rule~~rate ~~will~~trends ~~become~~and ~~effective~~consumer spend behavior differs from our expectations, ~~and~~as ifwell itas ~~were~~any tochanges ~~becomes~~in ~~effective,~~benchmark ~~the~~interest ~~timing~~rates ofor ~~such~~other ~~implementation,~~regulatory isor ~~uncertain~~legislative developments that may impact the yield on our loan receivables.

In•Asset ~~anticipation~~quality. ~~that~~During the ~~final~~year ~~rule~~ended ~~will~~December 31, ~~become~~2025 ~~effective,~~our inasset ~~2024~~quality wemetrics ~~implemented~~improved aas ~~number~~compared ofto ~~product~~the prior year, ~~pricing~~reflecting the impact of prior credit actions and ~~policy~~elevated ~~changes~~customer payment rates. ~~See~~Our ~~below~~net charge-off rate for ~~discussions~~the onyear ~~our~~ended ~~other~~December 31, ~~trends~~2025 decreased by 66 basis points to 5.65% and ~~conditions,~~both ~~which~~over-30 ~~include~~and ~~consideration~~over-90 day loan delinquencies as a percentage of period-end loan receivables at December 31, 2025 decreased by over 20 basis points compared to the ~~impact~~prior year. As a result of these ~~changes~~credit ~~upon~~trends, we expect our ~~business~~net ~~and~~charge-offs ~~results~~for the year ended December 31, 2026 will remain in line with our long-term target range of ~~operations~~5.5% to 6.0%. At December 31, 2025 our allowance coverage rate was 10.06%. We anticipate that our allowance coverage rate will remain consistent in 2026 reflecting the credit trends discussed above.

~~While~~•Funding wecosts. ~~continue~~During tothe ~~believe~~year ~~that~~ended ~~over~~December 31, ~~time~~2025 ~~the~~benchmark ~~strategies~~interest werates ~~have~~decreased ~~implemented~~from ~~will~~their ~~fully~~elevated ~~offset~~levels for the ~~decline~~majority inof ~~late~~2024, ~~fee~~which ~~income~~contributed ~~resulting~~to ~~from~~a andecrease ~~effective~~in ~~final~~our ~~rule,~~cost itof ~~may~~funds ~~take~~of ~~time~~44 ~~for~~basis ~~such~~points ~~product,~~compared ~~pricing~~to ~~and~~the ~~policy changes~~prior year, to ~~offset~~4.28%. ~~the~~In ~~expected~~addition, ~~reduction~~our inaverage ~~late~~funding ~~fees~~liabilities ifalso ~~the~~decreased ~~final~~by ~~rule is implemented~~1.4%. InAs ~~addition~~a result, ininterest ~~the~~expense ~~event~~for ~~that~~ the ~~final~~year ~~rule~~ended ~~is implemented~~December 31, ~~this~~2025 ~~would~~decreased ~~result~~by in$499 amillion ~~decrease~~or in10.8%, ~~payments~~compared to ~~partners~~the ~~pursuant~~prior toyear. ~~our~~We ~~retailer~~anticipate ~~share~~both ~~arrangements.~~interest ~~However,~~expense ~~the~~and ~~effects~~our cost of ~~the~~funds ~~final~~will ~~rule~~decrease ~~are~~in ~~also~~2026 ~~subject~~due to ~~other~~the ~~factors~~lower ~~that~~benchmark ~~could~~rates, ~~increase~~including the ~~adverse~~ effects toof our ~~results~~certificates of ~~operations~~deposit maturities repricing. The amount of the decreases, ~~including~~however, will be dependent on any ~~potential~~further benchmark rate changes, incompetition ~~consumer~~for ~~behavior~~our indeposit ~~response~~product toofferings, the ~~product,~~extent ~~pricing~~of ~~and~~the ~~policy~~growth ~~changes~~in orour ~~the~~loan ~~implementation~~receivables ofand the ~~final~~funding ~~rule~~mix ~~itself,~~utilized ifto ~~that~~support ~~occurs.~~our growth in loan receivables.

~~For~~•Retailer ashare ~~discussion~~arrangement ofpayments ~~risks~~under ~~related~~our program agreements. Retailer share arrangements increased 17.6% to a$4.0 ~~CFPB~~billion ~~final~~for ~~late~~the ~~fee~~year ~~rule~~ended December 31, ~~please~~2025, ~~see~~primarily ~~“—Risk~~due ~~Factors~~to ~~Relating~~lower net charge-offs and the impact of our product, pricing and policy changes. We believe that the payments we make to ~~Our~~our ~~Business—The~~partners ~~CFPB’s~~under ~~final~~our ~~rule~~retailer onshare ~~credit~~arrangements, ~~card~~in ~~late~~the ~~fees~~aggregate, ifin ~~implemented~~2026 will increase compared to the year ended December 31, ~~would~~2025, ~~likely~~reflecting ~~materially~~continued ~~adversely~~improvement ~~affect~~in ~~our~~program ~~business~~performance, as well as growth in loan receivables. See Management’s Discussion and ~~results~~Analysis—Retailer ofShare ~~operations~~Arrangements for additional information on these agreements.”

•~~Growth~~Extended induration ~~loan~~of ~~receivables~~our ~~and~~credit ~~interest~~card ~~and~~program ~~fees on loans~~agreements. ~~For~~Our ~~the~~credit ~~year~~card ~~ended~~program ~~December 31,~~agreements ~~2024~~typically wehave ~~experienced~~contract anterms ~~increase~~ranging infrom ~~period-end~~approximately ~~loan~~three ~~receivables~~to often ~~1.7% reflecting a continued moderation of customer payment behavior and the impact of the Ally Lending acquisition~~years, and ~~interest and fees on loans increased by 8.5%, driven primarily by loan receivables growth and~~ the ~~impacts~~length ~~from the implementation~~ of our ~~product,~~relationship ~~pricing~~with ~~and~~each ~~policy changes. These factors were partially offset by a decrease in purchase volume~~ of ~~1.6%,~~our ~~primarily~~five ~~driven~~largest bypartners ~~lower~~is ~~consumer~~over ~~spending~~14 ~~and the impacts from credit actions we have taken across our portfolio. In 2025~~years, ~~we expect interest~~ and ~~fees~~in ~~on loans to increase, primarily reflecting~~ the ~~continued~~case ~~impact~~ of ~~our product~~Lowe's, ~~pricing~~46 ~~and~~years. ~~policy~~We ~~changes implemented in 2024, and~~ expect ~~loan receivables growth~~ to continue to bebenefit ~~impacted by the effects~~ from ~~the~~these ~~credit actions we have taken~~ and consumer spend behavior, while also reflecting generally stable customer payment rates. In addition, the amount of the increases will be dependent on various factors, including whether customer payment rate trends and consumer spend behavior differs from our ~~expectations,~~other asprograms ~~well as any changes in benchmark interest rates. See above for potential additional impacts from the CFPB final rule~~ on ~~credit~~a ~~card~~long-term ~~late fees~~basis.

•Asset quality. As a result of the continued moderation of customer payment behavior, our asset quality metrics have generally been higher during 2024 as compared to the prior year period. Our net charge-off rate for the year ended December 31, 2024 increased by 144 basis points to 6.31% and our over-90 day loan delinquencies as a percentage of period-end loan receivables at December 31, 2024 increased by 12 basis points to 2.40%. However, our over-30 day loan delinquencies as a percentage of period-end loan receivables decreased by 4 basis points to 4.70% at December 31, 2024 reflecting the impact of the credit actions we have taken. We anticipate that net charge-offs for the year ended December 31, 2025 will decrease, primarily reflecting the stabilization of our delinquency rates and the impacts from the credit actions we have taken. At December 31, 2024 our allowance coverage rate was 10.44%. We anticipate that our allowance coverage rate will moderate in 2025 reflecting the credit trends discussed above. 32

34Table of Contents

~~•Funding~~The ~~costs.~~current ~~During~~expiration ~~2024~~dates ~~benchmark interest rates remained at their recently elevated levels for the majority~~ of ~~the~~our ~~year,~~program ~~before~~agreements ~~lowering~~with ~~beginning in September 2024, which contributed to an increase in~~ our ~~cost~~five oflargest ~~funds~~partners ofrange 62from ~~basis~~2030 ~~points~~through ~~compared to the prior year, to 4~~2035.~~72%.~~ In addition, ~~our~~a ~~average~~total ~~funding~~of ~~liabilities~~22 ~~have~~of ~~also increased to support the growth in~~ our ~~loan~~25 ~~receivables.~~largest Asprogram aagreements ~~result,~~have ~~interest~~an ~~expense~~expiration ~~for~~date ~~the~~in ~~year~~2028 ~~ended~~or ~~December 31,~~beyond. ~~2024~~These ~~increased~~22 byprogram ~~$923~~agreements ~~million or 24.9%~~represented, ~~compared~~in to the ~~prior~~aggregate ~~year.~~as Wea ~~anticipate~~percentage ~~both interest expense and our cost~~ of ~~funds~~the ~~will~~total ~~decrease~~attributable ~~in 2025 due~~ to ~~the~~our ~~lower~~25 ~~benchmark~~largest ~~rates~~programs, ~~including~~97% ~~the effects~~ of ~~our~~interest ~~certificates~~and offees ~~deposit maturities repricing. The amount of the decreases, however, will be dependent~~ on ~~any~~loans ~~further benchmark rate changes, competition~~ for ~~our~~the ~~deposit~~year ~~product~~ended ~~offerings~~December 31, ~~the~~2025 ~~extent~~and 95% of ~~the growth in our~~ loan receivables ~~and~~at ~~the~~December 31, ~~funding mix utilized to support our growth in loan receivables~~2025.

•~~Retailer~~Growth ~~share~~in ~~arrangement~~interchange ~~payments~~revenue ~~under~~and ~~our~~loyalty program ~~agreements~~costs. ~~Retailer~~During ~~share arrangements decreased 6.9% to $3.4 billion for~~ the year ended December 31, ~~2024~~2025, ~~primarily~~interchange ~~due~~revenues toand ~~higher~~loyalty ~~net~~costs ~~charge-offs,~~both ~~partially~~increased ~~offset~~as bycompared to the ~~impact~~prior ofyear. ~~our~~We ~~product,~~believe ~~pricing~~that ~~and~~as ~~policy~~a ~~changes.~~result Weof ~~believe~~the ~~that~~overall ~~the~~growth ~~payments~~in weDual ~~make~~Card totransactions occurring outside of our credit card partners’ ~~under~~locations ~~our~~and ~~retailer~~general ~~share~~purpose ~~arrangements,~~co-branded incredit ~~the~~card ~~aggregate~~transactions, ininterchange ~~2025~~revenues will continue to increase ~~compared~~in to2026. ~~the~~The ~~year~~expected ~~ended~~growth ~~December 31~~in these transactions is driven, ~~2024~~in part, ~~primarily~~by asboth aexisting ~~result~~and ofnew ~~the~~loyalty ~~impact~~programs ofwith our ~~product~~credit card partners. In addition, ~~pricing~~we ~~and~~continue ~~policy~~to ~~changes~~offer and anadd ~~expected~~new ~~reduction~~loyalty inprograms ~~net~~for ~~charge-offs~~our private label credit cards, for which we typically do not receive interchange fees. ~~The~~We ~~expected~~expect ~~trend~~the continued growth in ~~retailer~~these ~~share~~existing ~~arrangements~~and new loyalty programs will beresult ~~dependent~~in an increase in ~~part~~costs onassociated ~~the~~with ~~precise~~these ~~timing~~programs. ~~and~~As ~~extent~~a result of ~~the~~these ~~anticipated~~factors, ~~credit~~our ~~trends~~loyalty ~~discussed~~program ~~above~~costs ~~and~~exceeded our interchange revenues for the ~~magnitude~~year ofended ~~impact~~December 31, ~~from~~2025. ~~our~~In ~~product~~2026, ~~pricing~~we ~~and~~expect ~~policy~~the ~~changes.~~growth ~~See~~in ~~Management’s~~loyalty ~~Discussion~~program ~~and~~costs ~~Analysis—Retailer~~will ~~Share~~exceed ~~Arrangements~~the ~~for~~growth ~~additional~~in ~~information~~interchange onrevenues, reflecting these ~~agreements~~same factors. ~~See~~These ~~above~~trends ~~for~~have ~~potential~~been ~~additional~~contemplated ~~impacts~~in ~~from~~our program agreements with our partners and are a component of the ~~CFPB~~calculation ~~final~~of ~~rule~~our onpayments ~~credit~~due ~~card~~under ~~late~~our ~~fees~~retailer share arrangements.

•~~Extended~~Capital ~~duration~~and ofliquidity ~~our~~levels. ~~credit~~At ~~card~~December 31, ~~program~~2025, ~~agreements.~~the ~~Our~~Company ~~credit~~had ~~card~~a ~~program~~Basel ~~agreements~~III ~~typically~~common ~~have~~equity ~~contract~~Tier ~~terms~~1 ~~ranging~~ratio ~~from~~of ~~approximately~~12.6%. ~~three~~We continue to ~~ten~~expect ~~years,~~to ~~and~~maintain ~~the~~capital ~~length~~ratios well in excess of minimum regulatory requirements and sufficient capital and liquidity resources to support our ~~relationship~~daily ~~with~~operations, ~~each~~our ofbusiness growth, and our ~~five~~credit ~~largest~~ratings. ~~partners~~During isthe ~~over~~year 17ended ~~years~~December 31, 2025, we declared and inpaid ~~the~~common ~~case~~stock dividends of ~~Lowe's~~$427 million and repurchased $2.9 billion of our outstanding common stock. At December 31, 452025 ~~years~~we had $1.2 billion remaining in share repurchase authorization. We ~~expect~~plan to continue to ~~benefit~~deploy ~~from~~capital ~~these~~through both dividends and share repurchases, as guided by our ~~other~~business ~~programs~~performance, onmarket aconditions ~~long-term~~and ~~basis.~~subject to regulatory restrictions.

~~The~~We ~~current~~expect ~~expiration~~that ~~dates of~~ our ~~program~~liquidity ~~agreements~~portfolio ~~with~~will ~~our~~continue ~~five~~to ~~largest~~be ~~partners~~sufficient ~~range~~to ~~from~~support ~~2026~~all ~~through 2034. In addition, a total~~ of ~~17 of~~ our 25business ~~largest~~objectives ~~program~~and ~~agreements~~to ~~have~~meet anall ~~expiration~~regulatory ~~date~~requirements infor ~~2027~~the orforeseeable ~~beyond~~future. ~~These~~At ~~17 program agreements represented~~December 31, in2025 ~~the aggregate as a percentage of the total attributable to~~ our 25liquid ~~largest~~assets ~~programs,~~were ~~82%~~$16.6 ~~of our interest and fees on loans for the year ended December 31~~billion, ~~2024~~or ~~and 81~~13.9% of ~~our~~total ~~loan receivables at December 31, 2024~~assets.

•Growth in other income. During the year ended December 31, 2024, other income included the $1.1 billion gain on sale related to the disposition of Pets Best. Absent the effects of this gain, we expect other income to increase in 2025 primarily due to the impact of our product, pricing and policy changes implemented in 2024. We also believe that as a result of the overall growth in Dual Card transactions occurring outside of our credit card partners’ locations and general purpose co-branded credit card transactions, interchange revenues will increase. The expected growth in these transactions is driven, in part, by both existing and new loyalty programs with our credit card partners. In addition, we continue to offer and add new loyalty programs for our private label credit cards, for which we typically do not receive interchange fees. We expect the continued growth in these existing and new loyalty programs will result in an increase in costs associated with these programs. For the year ended December 31, 2024, our loyalty program costs exceeded our interchange revenues and we expect a relatively similar relationship between these costs and revenues to continue in 2025. These trends have been contemplated in our program agreements with our partners and are a component of the calculation of our payments due under our retailer share arrangements.

•Capital and liquidity levels. We continue to expect to maintain sufficient capital and liquidity resources to support our daily operations, our business growth, and our credit ratings as well as regulatory and compliance requirements in a cost effective and prudent manner through expected and unexpected market environments. During the year ended December 31, 2024, we declared and paid common stock dividends of $398 million and repurchased $1.0 billion of our outstanding common stock. We plan to continue to deploy capital through both dividends and share repurchases, as guided by our business performance, market conditions and subject to regulatory restrictions. At December 31, 2024 we had $600 million remaining in share repurchase authorization. We continue to expect to maintain capital ratios well in excess of minimum regulatory requirements. At December 31, 2024, the Company had a Basel III common equity Tier 1 ratio of 13.3%, which reflects our election to defer the impact of CECL on our regulatory capital and the current year phase-in, which cumulatively represents 75% of the impact. The effects of CECL will be fully phased-in beginning in the first quarter of 2025, which we expect will result in a reduction of our common equity Tier 1 ratio of approximately 50 additional basis points.

We expect that our liquidity portfolio will continue to be sufficient to support all of our business objectives and to meet all regulatory requirements for the foreseeable future. At December 31, 2024 our liquid assets were $17.2 billion, or 14.4% of total assets.

Seasonality

WeOur ~~experience~~business ~~fluctuations~~is incharacterized ~~purchase~~by ~~volume and the level of loan receivables as~~ a ~~result~~consistent ofseasonal ~~higher~~pattern, ~~seasonal~~with ~~consumer~~purchase ~~spending~~volume and ~~payment~~loan ~~patterns~~receivables ~~that~~ typically ~~result~~rising beginning in anthe ~~increase~~third ofquarter ~~loan~~and ~~receivables~~generally ~~from~~peaking ~~August~~in ~~through~~fourth aquarter, ~~peak~~including inthe ~~late~~impacts ~~December,~~of ~~with~~consumer ~~reductions~~spending infor ~~loan~~U.S. ~~receivables~~holidays, ~~typically~~then ~~occurring~~declining ~~over~~through the first and second quarters ~~of the following year~~ as customers pay their balances down.

~~The~~Delinquency ~~seasonal~~rates ~~impact~~and todelinquent ~~purchase~~loan ~~volume~~receivables ~~and~~balances typically rise in the ~~loan~~third ~~receivables~~and ~~balance~~fourth ~~typically~~quarters ~~results~~as customer payment rates decline, resulting in ~~fluctuations~~higher net charge-off rates in ~~our~~the ~~results~~first half of ~~operations,~~the ~~delinquency~~calendar ~~metrics~~year. ~~and~~Delinquent ~~the~~loan receivables at year-end are more likely to return to current status than those delinquent at interim period ends. Consistent with historical experience, our allowance for credit losses as a percentage of total loan receivables ~~between~~is ~~quarterly~~generally ~~periods.~~higher ~~These~~at ~~fluctuations~~interim ~~are~~period ~~generally~~ends ~~most~~than ~~evident~~at ~~between~~year-end ~~the~~and ~~fourth~~may ~~quarter~~increase ~~and~~mid-year ~~the~~even ~~first~~when ~~quarter~~certain ofcredit ~~the~~metrics ~~following year~~improve.

InThese ~~addition to the~~ seasonal ~~variance~~impacts into ~~loan~~purchase ~~receivables~~volume ~~discussed above, we also typically experience a seasonal increase in delinquency rates~~ and ~~delinquent~~our loan receivables balances ~~during~~may ~~the~~materially ~~third~~affect ~~and~~our ~~fourth~~results ~~quarters~~ of ~~each year due to lower customer payment rates~~operations, ~~resulting in higher net charge-off rates in the first half of the calendar year. Our~~ delinquency ~~rates~~metrics and ~~delinquent loan receivables balances typically decrease during~~ the subsequent first and second quarters as customers begin to pay down their loan balances and return to current status, resulting in lower net charge-off rates in the second half of the calendar year. Because customers who were delinquent during the fourth quarter of a calendar year have a higher probability of returning to current status when compared to customers who are delinquent at the end of each of our interim reporting periods, we expect that a higher proportion of delinquent accounts outstanding at an interim period end will result in charge-offs, as compared to delinquent accounts outstanding at a year end. Consistent with this historical experience, we generally experience a higher allowance for credit losses as a percentage of total loan receivables atwith the ~~end~~most ofpronounced aneffects ~~interim~~typically ~~period,~~occurring asbetween ~~compared to~~ the ~~end~~fourth ofquarter aand calendar year. In addition, even in instances of improving credit metrics such as declining past due amounts, we may experience an increase in our allowance for credit losses at an interim period end compared to the ~~prior~~subsequent ~~year~~first ~~end, reflecting these same seasonal trends~~quarter.

However, in addition to these seasonal trends, the moderation in customer payment behavior from the previously elevated levels we experienced in recent periods, has also significantly impacted our key financial metrics, such as our net charge-off rate, and also the fluctuations experienced between quarterly periods. The effects from these changes in customer payment behavior have resulted and may continue to result in either partial, or in some instances full, offset to the impact from the ongoing seasonal trends discussed above. 33

36Table of Contents

Interest Income

Interest income is comprised of interest and fees on loans, which includes merchant discounts provided by partners to compensate us in almost all cases for all or part of the promotional financing provided to their customers, and interest on cash and equivalents and investment securities. We include in interest and fees on loans any past due interest and fees deemed to be collectible. Direct loan origination costs on credit card loans are deferred and amortized on a straight-line basis over a one-year period and recorded in interest and fees on loans. For non-credit card receivables, direct loan origination costs are deferred and amortized over the life of the loan and recorded in interest and fees on loans.

We analyze interest income as a function of two principal components: average interest-earning assets and yield on average interest-earning assets. Key drivers of average interest-earning assets include:

•purchase volumes, which are influenced by a number of factors including macroeconomic conditions and consumer confidence generally, our partners’ sales and our ability to increase our share of those sales;

•payment rates, reflecting the extent to which customers maintain a credit balance;

•charge-offs, reflecting the receivables that are deemed not to be collectible;

•the size of our liquidity portfolio; and

•portfolio acquisitions when we enter into new partner relationships.

Key drivers of yield on average interest-earning assets include:

•pricing (contractual rates of interest, movement in prime rates, late fees and merchant discount rates);

•changes to our mix of loans (e.g., the number of loans bearing promotional rates as compared to standard rates);

•frequency of late fees incurred when account holders fail to make their minimum payment by the required due date;

•credit performance and accrual status of our loans, including reversals of interest and fees; and

•yield earned on our liquidity portfolio.

Interest income ~~increased~~decreased ~~by $1~~0.~~9 billion, or 9.3~~2%, for the year ended December 31, ~~2024~~2025, ~~primarily~~reflecting ~~driven~~lower interest income from our liquidity portfolio, partially offset by ~~the~~an increase in interest and fees on loans of 80.5%. The ~~increase~~trend in interest and fees on loans ~~was~~reflects ~~primarily driven by growth in average loan receivables,~~ the ~~impact~~impacts of our product, pricing and policy changes, ~~and~~offset ~~lower~~by ~~customer~~a ~~payment~~combination of lower benchmark rates and a decrease in average loan receivables, ~~partially~~as ~~offset~~well byas ~~higher~~lower ~~reversals.~~late fee incidence.

Average interest-earning assets

Years ended December 31 ($ in millions)

~~2024~~2025

~~2023~~2024

Loan receivables, including held for sale

~~101~~100,~~733~~280

94101,~~832~~733

Liquidity portfolio and other

20,~~259~~878

1720,~~349~~259

Total average interest-earning assets

121,~~992~~158

~~112~~121,~~181~~992

Average loan receivables, including held for sale, ~~increased~~decreased 71.34% for the year ended December 31, ~~2024~~2025, ~~primarily~~reflecting ~~driven~~the byeffects ~~lower~~of ~~customer~~higher payment rates ~~and~~as ~~the~~a ~~impact~~result of ~~the~~our ~~Ally~~improved ~~Lending~~credit ~~acquisition,~~mix ~~partially~~as ~~offset~~well byas ~~lower~~flat purchase volume. ~~Purchase~~and ~~volume decreased 1.6% for the year ended December 31, 2024, reflecting~~ lower ~~consumer~~average ~~spend~~active asaccounts ~~well~~compared asto the ~~impact~~prior ~~of credit actions, partially offset by the Ally Lending acquisition~~year.

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Yield on average interest-earning assets

The yield on average interest-earning assets increased for the year ended December 31, ~~2024~~2025 primarily due to increases in the yield on average loan receivables, partially offset by a lower yield on our liquidity portfolio and a decrease in the percentage of interest-earning assets attributable to loan receivables. The loan receivables yield increased 2441 basis points to 21.2364% for the year ended December 31, 2025, primarily driven by ~~repricing actions including~~ the impacts of our product, pricing and policy changes, ~~and~~partially ~~lower~~offset ~~customer~~by ~~payment~~a ~~rates,~~combination ~~partially~~of ~~offset~~lower bybenchmark ~~the~~rates ~~impact~~and oflower ~~higher~~late ~~reversals~~fee incidence.

Interest Expense

Interest expense is incurred on our interest-bearing liabilities, which consists of interest-bearing deposit accounts, borrowings of consolidated securitization entities and senior and subordinated unsecured notes.

Key drivers of interest expense include:

•the amounts outstanding of our deposits and borrowings;

•the interest rate environment and its effect on interest rates paid on our funding sources; and

•the changing mix in our funding sources.

Interest expense ~~increased~~decreased by $~~923~~499 million, or 2410.98%, for the year ended December 31, ~~2024~~2025, primarily ~~attributed~~due to ~~higher~~lower benchmark rates ~~and higher interest-bearing liabilities~~. Our cost of funds ~~increased~~decreased to 4.7228% for the year ended December 31, ~~2024~~2025 compared to 4.1072% for the year ended December 31, ~~2023~~2024.

Average interest-bearing liabilities

Years ended December 31 ($ in millions)

~~2024~~2025

~~2023~~2024

Interest-bearing deposit accounts

8281,~~268~~228

7582,~~487~~268

Borrowings of consolidated securitization entities

7,~~732~~978

67,~~274~~732

Senior and subordinated unsecured notes

87,~~082~~519

8,~~644~~082

Total average interest-bearing liabilities

9896,~~082~~725

9098,~~405~~082

Net Interest Income

Net interest income represents the difference between interest income and interest expense.

Net interest income increased by $~~1.0~~455 ~~billion~~million, or 62.05%, for the year ended December 31, ~~2024~~2025, resulting from the changes in interest income and interest expense discussed above.

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Retailer Share Arrangements

Most of our program agreements with large retail and ~~certain~~digital ~~other~~ partners contain retailer share arrangements that provide for payments to our partners if the economic performance of the program exceeds a contractually defined threshold. We also provide other economic benefits to our partners such as royalties on purchase volume or payments for new accounts, in some cases instead of retailer share arrangements (for example, on our co-branded credit cards). All of these arrangements are designed to align our interests and provide an additional incentive to our partners to promote our credit products. Although the retailer share arrangements vary by partner, these arrangements are generally structured to measure the economic performance of the program, based typically on agreed upon program revenues (including interest income and certain other income) less agreed upon program expenses (including interest expense, provision for credit losses, retailer payments and operating expenses), and share portions of this amount above a negotiated threshold. The threshold and economic performance of a program that are used to calculate payments to our partners may be based on, among other things, agreed upon measures of program expenses rather than our actual expenses, and therefore increases in our actual expenses (such as funding costs, higher provision for credit losses or operating expenses) may not necessarily result in reduced payments under our retailer share arrangements. These arrangements are typically designed to permit us to achieve an economic return before we are required to make payments to our partners based on the agreed contractually defined threshold. Our payments to partners pursuant to these retailer share arrangements are dependent upon the growth and performance, including credit trends, of the programs in which we have retailer share arrangements, as well as changes to the terms of certain program agreements that have been renegotiated in the past few years. See above in Business Trends and Conditions, for a discussion of our expected trends in retailer share arrangements for ~~2025~~2026.

We believe that our retailer share arrangements have been effective in helping us to grow our business by aligning our partners’ interests with ours. We also believe that the changes to the terms of certain program agreements in recent years will help us to grow our business by providing an additional incentive to the relevant partners to promote our credit products going forward. Payments to partners pursuant to these retailer share arrangements would generally decrease, and mitigate the impact on our profitability, in the event of declines in the performance of the programs or the occurrence of other unfavorable developments that impact the calculation of payments to our partners pursuant to our retailer share arrangements.

Retailer share arrangements ~~decreased~~increased by $~~254~~598 million, or 617.96%, for the year ended December 31, ~~2024~~2025, ~~primarily~~reflecting ~~due~~lower ~~to higher~~ net charge-offs, ~~partially~~and ~~offset by~~ the impact of our product, pricing and policy changes.

Provision for Credit Losses

Provision for credit losses is the expense related to maintaining the allowance for credit losses at an appropriate level to absorb the expected credit losses for the life of the loan balance as of the period end date. Provision for credit losses in each period is primarily a function of net charge-offs (gross charge-offs net of recoveries) and changes in our allowance for credit losses. Our process to determine our allowance for credit losses is based upon our estimate of expected credit losses for the life of the loan balance as of the period end date. See “Critical Accounting Estimates - Allowance for Credit Losses” and Note 2. Basis of Presentation and Summary of Significant Accounting Policies to our consolidated financial statements for additional information on our allowance for credit loss methodology.

Provision for credit losses ~~increased~~decreased by $~~768~~1.5 ~~million~~billion to $65.72 billion, for the year ended December 31, ~~2024~~2025, primarily driven by ~~higher~~lower net charge-offs, ~~partially~~as ~~offset~~well byas a ~~lower~~ reserve ~~build~~release in the current year. ~~The net charge-off rate for the year ended December 31, 2024 increased by 144 basis points to 6.31%,~~ as compared to ~~the~~a ~~prior year, and was 76 basis points above the average of 2017 through 2019. The~~ reserve build in the ~~year~~prior ~~ended December 31, 2024 included $180 million related to the Ally Lending acquisition~~year.

39The reserve release for the year ended December 31, 2025 was $439 million, as compared to a reserve build of $313 million, in the prior year period. The current year reserve release included the impact of a $44 million reserve build for off-balance sheet credit exposures associated with the acquisition of the Lowe's commercial co-branded credit card portfolio, expected to close in the first half of 2026. The reserve build for the year ended December 31, 2024 included $180 million related to the Ally Lending acquisition.

Net charge-offs for the year ended December 31, 2025 decreased by $756 million. The net charge-off rate for the year ended December 31, 2025 decreased by 66 basis points to 5.65%, as compared to the prior year.

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Other Income

Years ended December 31 ($ in millions)

~~2024~~2025

~~2023~~2024

Interchange revenue

1,~~026~~067

1,~~031~~026

Protection product revenue

~~562~~596

~~510~~562

Loyalty programs

(1,~~382~~438)

(1,~~370~~382)

Other

~~1,315~~295

~~118~~1,315

Total other income

~~1,521~~520

~~289~~1,521

Interchange revenue

We earn interchange fees on Dual Card transactions outside of our partners’ sales channels, and from general purpose co-branded credit cards, generally based on a flat fee plus a percentage of the purchase amount. Interchange revenue has been, and is expected to continue to be, driven primarily by growth in our Dual Card and general purpose co-branded credit card products.

Interchange revenue ~~decreased~~increased by $541 million, or 04.50%, for the year ended December 31, ~~2024~~2025, driven by aan ~~decrease~~increase in purchase volume outside of our retail partners' sales channels.

Protection product revenue

We offer our Payment Security program, which is a debt cancellation product, to our credit card customers via direct to consumer online and mobile channels. For customers who choose to purchase these products, we earn a monthly fee based on their account balance. In return, we will cancel all or a portion of a customer’s credit card balance in the event of certain qualifying life events.

Protection product revenue increased by $5234 million, or 106.20%, for the year ended December 31, ~~2024~~2025, primarily as a result of higher average balances on enrolled accounts and increases in customer enrollment.

Loyalty programs

We operate a number of loyalty programs that provide rewards to our customers that are designed to foster engagement, drive incremental purchases, and promote customer retention. These programs typically provide cardholders with statement credit or cash back rewards. Other programs include reward offers that accrue, typically based upon customer spend, and can be applied toward a future purchase. In addition, certain partners maintain and operate separate loyalty programs for which we make payments to the partner in order to contribute towards the costs of the program. Growth in loyalty program ~~payments~~costs has been, and is expected to continue to be, driven by growth in purchase volume related to existing loyalty programs and the rollout of new loyalty programs.

Loyalty programs cost increased by $1256 million, or 04.91%, for the year ended December 31, ~~2024~~2025, primarily as a result of growth in purchase volume associated with new and existing loyalty programs.

Other

Other ~~includes~~comprises a variety of items including servicing and other customer-related fees, such as paper statement fees, changes in the fair value of equity investments and realized gains or losses associated with the sale of businesses, investments, loan receivables or other assets.

Other ~~increased~~decreased by $1.20 billion for the year ended December 31, ~~2024~~2025 primarily driven by the $1.1 billion gain on sale related to the Pets Best disposition in the prior year.

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Other Expense

Years ended December 31 ($ in millions)

~~2024~~2025

~~2023~~2024

Employee costs

12,~~872~~093

1,~~884~~872

Professional fees

936

~~842~~936

Marketing and business development

~~524~~511

~~527~~524

Information processing

~~803~~899

~~712~~803

Other

~~704~~696

~~793~~704

Total other expense

45,~~839~~135

4,~~758~~839

Employee costs

Employee costs primarily consist of employee compensation and benefit costs.

Employee costs ~~decreased~~increased by $12221 million, or 011.68%, for the year ended December 31, ~~2024~~2025, primarily ~~attributable~~driven ~~to $43~~by ~~million of~~ restructuring costs related to a voluntary early retirement program, inhigher ~~the~~variable ~~prior year~~compensation, ~~partially~~as ~~offset~~well byas ~~costs~~changes ~~related~~in headcount mix to ~~the~~support ~~Ally~~technology ~~Lending~~investments ~~acquisition.~~and higher medical benefit costs.

Professional fees

Professional fees primarily consist of consulting services, outsourced provider fees (e.g., collection agencies and call centers), legal, accounting, and recruiting expenses.

Professional fees ~~increased~~were byflat ~~$94 million, or 11.2%,~~ for the year ended December 31, ~~2024~~2025, ~~primarily~~as ~~due~~higher tocollection costs ~~related~~were tooffset ~~the~~by ~~Ally~~lower ~~Lending~~consulting ~~acquisition and technology investments~~services.

Marketing and business development

Marketing and business development costs primarily consist of our contractual and discretionary marketing and business development spend, as well as amortization expense associated with contract costs related to our retail partner agreements.

Marketing and business development decreased by $313 million, or 02.65%, for the year ended December 31, ~~2024~~2025, asprimarily ~~higher~~driven ~~marketing~~by ~~investments~~lower promotional marketing in the current year ~~were offset by the impacts of the Pets Best disposition~~.

Information processing

Information processing costs primarily consist of fees related to outsourced information processing providers, credit card associations and software licensing agreements, as well as amortization of capitalized software expenditures.

Information processing costs increased by $9196 million, or 12.80%, for the year ended December 31, ~~2024~~2025, primarily driven by technology investments, including an increase in software licensing costs and higher amortization of capitalized software expenditures.

Other

Other primarily consists of postage, fraud-related operational losses, litigation and regulatory matters expense and various other corporate overhead items such as facilities' costs and telephone charges. Postage is driven primarily by the number of our active accounts and the percentage of customers that utilize our electronic billing option. Fraud-related operational losses are driven primarily by the number of our active Dual Card and general purpose co-branded credit card accounts.

Other decreased by $898 million, or 111.21%, for the year ended December 31, ~~2024~~2025, primarily due to lower ~~operational~~postage ~~losses~~reflecting increased utilization of our electronic billing option.

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Provision for Income Taxes

Years ended December 31 ($ in millions)	~~2024~~2025			~~2023~~2024
Effective tax rate	23.1		%	2223.91		%
Provision for income taxes	$	1,~~054~~069		$	~~666~~1,054

The effective tax rate for the year ended December 31, ~~2024~~2025, ~~increased~~was ~~compared to the prior year primarily due to the increase~~ in ~~pretax~~line ~~income~~with ~~reducing~~ the ~~tax~~prior ~~rate benefit of tax credits and other tax benefits~~year. The effective tax rate differs from the U.S. federal statutory tax rate primarily due to state income taxes. See Note 15. Income Taxes to our consolidated financial statements for additional information.

On July 4, 2025, Public Law 119-21 known as the One Big Beautiful Bill Act or the Working Families Tax Cut Act (the “Act”) was enacted into law, which included certain modifications to U.S. tax law. The Company has completed its initial evaluation of the provisions of the Act and does not expect it to have a material impact on our Consolidated Financial Statements.

Platform Analysis

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). The following is a discussion of certain supplemental information for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, for each of our five sales platforms and Corp, Other.

In 2025, we entered into an agreement to sell $0.2 billion of loan receivables associated with a Home & Auto partner program agreement, which closed in October 2025. In connection with this agreement, revenue activities for the portfolio were no longer managed within our Home & Auto sales platform. All related metrics previously reported within our Home & Auto sales platform, are now reported within Corp, Other below. We have also recast all prior-period reported metrics for our Home & Auto sales platform and Corp, Other to conform to the current-period presentation.

Home & Auto

Years ended December 31 ($ in millions)	~~2024~~2025		~~2023~~2024
Purchase volume	$	4542,~~074~~347	$	4744,~~410~~509
Period-end loan receivables	$	3230,~~034~~106	$	31,~~969~~816
Average loan receivables, including held for sale	$	3230,~~298~~313	$	3032,~~722~~089
Average active accounts (in thousands)	1917,~~014~~715		18,~~967~~879
Interest and fees on loans	$	5,~~777~~684	$	5,~~270~~736
Other income	$	~~190~~214	$	~~106~~186

Home & Auto interest and fees on loans ~~increased~~decreased by $~~507~~52 million, or 90.69%, for the year ended December 31, ~~2024~~2025, primarily driven by ~~higher~~lower average loan receivables, ~~the~~partially ~~impact~~offset ofby ~~product, pricing and policy changes and~~ higher ~~benchmark rates. The increase in average~~ loan receivables ~~primarily reflects the completion of the Ally Lending acquisition as well as the impact of lower customer payment rates, partially offset by lower purchase volume~~yield. Purchase volume decreased 4.9%, for the year ended December 31, 2024, as the impact of the Ally Lending acquisition was more than offset by a combination of lower consumer traffic, fewer large ticket purchases and the impact of credit actions.

~~Other~~The ~~income~~increase ~~increased~~in byloan ~~$84~~receivables ~~million~~yield primarily reflects the impact of product, orpricing 79and policy changes, partially offset by lower late fee incidence.2 Purchase volume decreased 4.9%, for the year ended December 31, ~~2024~~2025, ~~primarily~~reflecting ~~due~~consumers continuing to ~~the~~manage ~~impact~~discretionary ~~of product~~spend, ~~pricing~~lower average active accounts and ~~policy~~the ~~change~~impacts ~~related~~from ~~fees~~our previous credit actions, ~~lower~~partially ~~loyalty~~offset ~~costs~~by ~~and~~growth ~~higher~~in ~~protection~~spend ~~product~~per ~~revenue~~account. Average active accounts decreased by 6.2% for the year ended December 31, 2025.

Other income increased by $28 million, or 15.1%, for the year ended December 31, 2025 primarily due to the impact of product, pricing and policy change related fees.

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Digital

Years ended December 31 ($ in millions)	~~2024~~2025		~~2023~~2024
Purchase volume	$	5456,~~700~~376	$	5554,~~051~~700
Period-end loan receivables	$	2930,~~347~~057	$	2829,~~925~~347
Average loan receivables, including held for sale	$	2728,~~872~~086	$	2627,~~005~~872
Average active accounts (in thousands)	20,~~986~~804		20,~~793~~986
Interest and fees on loans	$	6,~~286~~414	$	56,~~894~~286
Other income	$	41	$	~~(14)~~4

Digital interest and fees on loans increased by $~~392~~128 million, or 62.70%, for the year ended December 31, ~~2024~~2025, primarily driven by higher average loan receivables yield, ~~lower~~reflecting ~~payment~~the ~~rates~~impacts ~~and~~of ~~higher~~product, ~~benchmark~~pricing ~~rates.~~and ~~Purchase~~policy ~~volume decreased 0.6% for the year ended December 31~~changes, ~~2024,~~partially ~~primarily~~offset ~~driven~~ by lower ~~consumer~~benchmark ~~spend~~rates ~~per account~~ and ~~the~~lower ~~impact~~late offee ~~credit actions~~incidence. ~~Average active accounts increased by 0.9% for the year ended December 31, 2024.~~

42Purchase volume increased 3.1% for the year ended December 31, 2025, primarily driven by higher spend per account and customer response to enhanced product offerings and refreshed value propositions, partially offset by lower active accounts and the impacts from our previous credit actions. Average active accounts decreased by 0.9% for the year ended December 31, 2025.

Other income ~~increased~~decreased by $183 million for the year ended December 31, ~~2024,~~2025 primarily due to ~~the~~higher ~~impact~~loyalty ~~of product~~costs, ~~pricing~~partially ~~and~~offset ~~policy~~by ~~change~~an ~~related~~increase ~~fees~~in interchange revenue and ~~higher~~the ~~protection~~impact ~~product~~of ~~revenue~~product, ~~partially~~pricing ~~offset~~and bypolicy ~~lower~~change ~~interchange~~related ~~revenue~~fees.

Diversified & Value

Years ended December 31 ($ in millions)	~~2024~~2025		~~2023~~2024
Purchase volume	$	6162,~~059~~004	$	61,~~227~~059
Period-end loan receivables	$	2021,~~867~~236	$	20,~~666~~867
Average loan receivables, including held for sale	$	19,~~540~~607	$	1819,~~414~~540
Average active accounts (in thousands)	2019,~~437~~894		20,~~738~~437
Interest and fees on loans	$	4,~~794~~729	$	4,~~533~~794
Other income	$	(5919)	$	(9359)

Diversified & Value interest and fees on loans ~~increased~~decreased by $~~261~~65 million, or 51.84%, for the year ended December 31, ~~2024~~2025, primarily driven by ~~growth~~lower in average loan receivables yield, reflecting lower ~~payment~~benchmark rates and ~~higher~~lower ~~benchmark~~late ~~rates.~~fee ~~Purchase volume decreased by 0.3%~~incidence, ~~for~~partially ~~the~~offset ~~year ended December 31, 2024 primarily driven~~ by ~~fewer active accounts and~~ the ~~impact~~impacts of ~~credit~~our ~~actions.~~product, ~~Average~~pricing ~~active~~and ~~accounts~~policy ~~decreased 1~~changes.5% ~~for the year ended December 31, 2024.~~

~~Other~~Purchase ~~income~~volume increased by ~~$34~~1.5%, ~~million~~ for the year ended December 31, ~~2024~~2025 ~~primarily~~reflecting ~~due to~~ the impact of ~~product,~~partner ~~pricing~~expansion and ~~policy~~retailer ~~change~~performance, ~~related~~growth ~~fees~~in out-of-partner spend and ~~higher~~growth ~~interchange~~in ~~revenue~~spend per account, partially offset by ~~higher~~lower ~~loyalty~~active ~~costs~~accounts and the impacts from our prior credit actions. Average active accounts decreased 2.7% for the year ended December 31, 2025.

Other income increased by $40 million for the year ended December 31, 2025 primarily due to the impact of product, pricing and policy change related fees and higher interchange revenue, partially offset by higher loyalty costs.

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Health & Wellness

Years ended December 31 ($ in millions)	~~2024~~2025		~~2023~~2024
Purchase volume	$	15,~~678~~654	$	15,~~565~~678
Period-end loan receivables	$	15,~~436~~545	$	1415,~~521~~436
Average loan receivables, including held for sale	$	15,~~143~~336	$	1315,~~261~~143
Average active accounts (in thousands)	7,~~743~~750		7,~~169~~743
Interest and fees on loans	$	3,~~671~~783	$	3,~~231~~671
Other income	$	~~254~~293	$	~~271~~254

Health & Wellness interest and fees on loans increased by $~~440~~112 million, or 133.61%. for the year ended December 31, ~~2024~~2025, primarily driven ~~higher~~by ~~average~~an ~~loan~~increase ~~receivables. The growth~~ in ~~average~~ loan receivables ~~reflected~~yield, ~~higher~~reflecting ~~purchase volume over~~ the ~~last~~impact 12of ~~months~~product, pricing and ~~lower~~policy ~~customer payment rates~~changes, as well as ~~the~~higher ~~completion of the Ally Lending acquisition. Purchase volume increased 0.7%, and~~ average ~~active~~loan ~~accounts increased 8.0% for the year ended December 31~~receivables, ~~2024, reflecting growth in Pet and Audiology,~~ partially offset by lower ~~spend~~late infee ~~Dental,~~incidence ~~Cosmetic~~ and ~~Vision,~~higher ~~as well as the impact of credit actions~~reversals.

~~Other~~Purchase ~~income~~volume decreased by0.2% ~~$17 million~~ for the year ended December 31, ~~2024,~~2025 ~~primarily~~reflecting ~~due~~lower tospend ~~lower~~in ~~commission~~Cosmetic ~~fees~~and ~~following~~Dental, combined with the ~~Pets~~impact ~~Best~~of ~~disposition~~previous credit actions, partially offset by ~~higher~~growth ~~protection~~in ~~product~~Pet ~~revenue~~ and ~~the~~Audiology. ~~impact~~Average ofactive ~~product,~~accounts ~~pricing~~were ~~and~~flat ~~policy~~for ~~change~~the ~~related~~year ~~fees~~ended December 31, 2025.

43Other income increased by $39 million for the year ended December 31, 2025, primarily due to higher protection product revenue and the impact of product, pricing and policy change related fees, partially offset by lower commission fees following the Pets Best disposition in the prior year.

Lifestyle

Years ended December 31 ($ in millions)	~~2024~~2025		~~2023~~2024
Purchase volume	$	5,~~660~~493	$	5,~~922~~660
Period-end loan receivables	$	6,~~914~~771	$	6,~~744~~914
Average loan receivables, including held for sale	$	6,~~749~~668	$	6,~~246~~749
Average active accounts (in thousands)	2,~~674~~588		2,~~587~~674
Interest and fees on loans	$	1,051	$	~~959~~1,051
Other income	$	3041	$	2930

Lifestyle interest and fees on loans ~~increased~~were byflat ~~$92 million, or 9.6%,~~ for the year ended December 31, ~~2024~~2025, primarily driven by ~~growth in average loan receivables and~~ higher ~~benchmark rates. The growth in average~~ loan receivables ~~reflected~~yield, ~~lower~~reflecting ~~customer~~the ~~payment~~impact ~~rates.~~of ~~Purchase~~product, ~~volume~~pricing ~~decreased~~and ~~4.4%~~policy ~~for the year ended December 31~~changes, ~~2024,~~offset ~~reflecting~~by lower ~~transaction~~late ~~values~~fee incidence and ~~the~~lower ~~impact~~benchmark ~~of credit actions~~rates.

Purchase volume decreased 3.0% for the year ended December 31, 2025, primarily reflecting lower average active accounts, as well as lower spend in Outdoor and Specialty as consumers continued to manage discretionary spend and the impacts from our previous credit actions.

Other income increased by $11 million for the year ended December 31, 2025 primarily due to the impact of product, pricing and policy change related fees and higher protection product revenue.

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Corp, Other

Years ended December 31 ($ in millions)	~~2024~~2025		~~2023~~2024
Purchase volume	$	2411	$	3567
Period-end loan receivables	$	~~123~~93	$	~~163~~341
Average loan receivables, including held for sale	$	~~131~~270	$	~~184~~340
Average active accounts (in thousands)	50125		83185
Interest and fees on loans	$	1737	$	1558
Other income	$	~~1,102~~(10)	$	~~(10)~~1,106

Other income for the year ended December 31, 2024 in Corp, Other primarily included the gain on sale related to the Pets Best disposition of $1.1 billion.

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Loan Receivables

____________________________________________________________________________________________

Loan receivables are our largest category of assets and represent our primary source of revenue. The following discussion provides supplemental information regarding our loan receivables portfolio. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies and Note 5. Loan Receivables and Allowance for Credit Losses to our consolidated financial statements for additional information related to our loan receivables.

The following table sets forth the composition of our loan receivables portfolio by product type at the dates indicated.

($ in millions)	At December 31, 2024		%		At December 31, 2023		%
At December 31 ($ in millions)	2025		%		2024		%
Loan receivables
Credit cards	$	96,~~818~~346	92.58	%	$	9796,~~043~~818	9492.25	%
Consumer installment loans	5,~~971~~548		5.73		35,~~977~~971		35.97
Commercial credit products	1,~~826~~833		1.78		1,~~839~~826		1.87
Other	~~106~~81		0.1		~~129~~106		0.1
Total loan receivables	$	~~104~~103,~~721~~808	100.0	%	$	~~102~~104,~~988~~721	100.0	%

Loan receivables ~~increased~~decreased 10.79% to $~~104~~103.78 billion at December 31, ~~2024~~2025 compared to $~~103~~104.07 billion at December 31, ~~2023~~2024, ~~primarily~~reflecting ~~driven~~the byeffects ~~lower~~of ~~customer~~higher payment rates ~~and~~as ~~the~~a ~~impact~~result of ~~the~~our ~~Ally~~improved ~~Lending~~credit ~~acquisition,~~mix ~~partially~~as ~~offset~~well byas ~~lower~~flat purchase volume. and lower average active accounts compared to the prior year.

~~Our~~The ~~loan~~decrease in Loan receivables ~~portfolio,~~also ~~excluding~~included ~~held~~the ~~for~~impact of the sale, ~~had~~of ~~the~~$0.2 ~~following~~billion ~~maturity~~of ~~distribution~~loan atreceivables ~~December 31,~~associated ~~2024~~with a Home & Auto partner program agreement in October 2025.

($ in millions)	Within 1Year(1)		1-5 Years(2)		5-15 Years		After15 Years		Total
Loan receivables
Credit cards	$	95,388	$	1,430	$	—	$	—	$	96,818
Consumer installment loans(3)	2,124		3,701		146		—		5,971
Commercial credit products	1,793		33		—		—		1,826
Other	39		42		16		9		106
Total loan receivables	$	99,344	$	5,206	$	162	$	9	$	104,721
Loans due after one year at fixed interest rates	N/A		$	5,206	$	162	$	9	$	5,377
Loans due after one year at variable interest rates	N/A		—		—		—		—
Total loan receivables due after one year	N/A		$	5,206	$	162	$	9	$	5,377

Our loan receivables portfolio, excluding held for sale, had the following maturity distribution at December 31, 2025.


($ in millions)	Within 1 Year(1)		1-5 Years(2)		5-15 Years		After 15 Years		Total
Loan receivables
Credit cards	$	94,870	$	1,476	$	—	$	—	$	96,346
Consumer installment loans(3)	2,114		3,340		94		—		5,548
Commercial credit products	1,812		21		—		—		1,833
Other	31		22		25		3		81
Total loan receivables	$	98,827	$	4,859	$	119	$	3	$	103,808
Loans due after one year at fixed interest rates	N/A		$	4,859	$	119	$	3	$	4,981
Loans due after one year at variable interest rates	N/A		—		—		—		—
Total loan receivables due after one year	N/A		$	4,859	$	119	$	3	$	4,981

______________________

(1)Credit card loans have minimum payment requirements but no stated maturity and therefore are included in the due within one year category. However, many of our credit card holders will revolve their balances, which may extend their repayment period beyond one year for balances at December 31, ~~2024~~2025.

(2)Credit card and commercial loans due after one year relate to loans modified to borrowers experiencing financial difficulty.

(3)Reflects scheduled repayments up to the final contractual maturity of our installment loans.

~~Our loan receivables portfolio had the following geographic concentration at December 31, 2024.~~43

($ in millions)	Loan ReceivablesOutstanding		% of Total LoanReceivablesOutstanding
State
Texas	$	11,486	11.0	%
California	$	10,767	10.3	%
Florida	$	9,743	9.3	%
New York	$	4,978	4.8	%
North Carolina	$	4,399	4.2	%

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45Our loan receivables portfolio had the following geographic concentration at December 31, 2025.


($ in millions)	Loan Receivables Outstanding		% of Total Loan Receivables Outstanding
State
Texas	$	11,436	11.0	%
California	$	10,579	10.2	%
Florida	$	9,763	9.4	%
New York	$	4,887	4.7	%
North Carolina	$	4,363	4.2	%

Delinquencies

Over-30 day loan delinquencies as a percentage of period-end loan receivables decreased to 4.7049% at December 31, ~~2024~~2025, as compared to 4.7470% at December 31, ~~2023,~~2024. ~~reflecting~~This decrease reflects the impact of the previous credit actions we have taken. across our portfolio.

Net Charge-Offs

Net charge-offs consist of the unpaid principal balance of loans held for investment that we determine are uncollectible, net of recovered amounts. We exclude accrued and unpaid finance charges and fees and third-party fraud losses from charge-offs. Charged-off and recovered finance charges and fees are included in ~~interest~~Interest and fees on loans while third-party fraud losses are included in Other expense. Charge-offs are recorded as a reduction to the ~~allowance~~Allowance for credit losses and subsequent recoveries of previously charged-off amounts are credited to the ~~allowance~~Allowance for credit losses. Costs incurred to recover charged-off loans are recorded as collection expense and included in Other expense in our Consolidated Statements of Earnings.

The table below sets forth net charge-offs and the ratio of net charge-offs to average loan receivables, including held for sale, (“net charge-off rate”) for the periods indicated.

Years ended December 31	~~2024~~2025				~~2023~~2024				~~2022~~2023
($ in millions)	Amount		Rate		Amount		Rate		Amount		Rate
Credit cards	$	5,~~909~~221	65.2964	%	$	45,~~311~~909	46.8229	%	$	24,~~392~~311	24.9982	%
Consumer installment loans	~~371~~325		65.4673	%	~~189~~371		56.4046	%	80189		25.8240	%
Commercial credit products	~~139~~117		76.1101	%	~~119~~139		67.5211	%	63119		36.8452	%
Other	1		01.7906	%	1		0.8079	%	1		10.3080	%
Total net charge-offs	$	65,~~420~~664	65.3165	%	$	46,~~620~~420	46.8731	%	$	24,~~536~~620	34.0087	%

Allowance for Credit Losses

The allowance for credit losses totaled $10.94 billion at December 31, ~~2024~~2025, compared to $10.69 billion at December 31, ~~2023~~2024, and reflects our estimate of expected credit losses for the life of the loan receivables on our Consolidated Statements of Financial Position. ~~Our allowance for credit losses as a percentage of total loan receivables increased to 10.44% at December 31, 2024, from 10.26% at December 31, 2023.~~

The ~~increase~~decrease in the allowance for credit losses compared to December 31, ~~2023~~2024 ~~includes~~primarily reflects the ~~addition~~decrease in delinquent balances as a percentage of loan receivables, as compared to the ~~Ally~~prior ~~Lending~~year ~~portfolio~~period, as well as expectations of the macroeconomic environment. Our allowance for credit losses as a percentage of total loan receivables decreased to 10.06% at December 31, 2025, from 10.44% at December 31, 2024. See Note 5. Loan Receivables and Allowance for Credit Losses to our consolidated financial statements for additional information.

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Funding, Liquidity and Capital Resources

____________________________________________________________________________________________

We maintain a strong focus on liquidity and capital. Our funding, liquidity and capital policies are designed to ensure that our business has the liquidity and capital resources to support our daily operations, our business growth, our credit ratings and our regulatory and policy requirements, in a cost effective and prudent manner through expected and unexpected market environments.

Funding Sources

Our primary funding sources include cash from operations, deposits (direct and brokered deposits), securitized financings and senior and subordinated unsecured notes.

The following table summarizes information concerning our funding sources during the periods indicated:

	2024						2023						2022
	2025						2024						2023
Years ended December 31 ($ in millions)	AverageBalance		%		AverageRate		AverageBalance		%		AverageRate		AverageBalance		%		AverageRate
Deposits(1)	$	8281,~~268~~228	8384.90	%	4.61	%	$	7582,~~487~~268	83.59	%	34.96	%	$	6575,~~624~~487	8283.65	%	13.59	%
Securitized financings	7,~~732~~978		78.92		5.52		67,~~274~~732		67.9		5.45		6,~~468~~274		86.29		35.04
Senior and subordinated unsecured notes	87,~~082~~519		87.28		5.02		8,~~644~~082		98.62		45.80		78,~~315~~644		9.26		4.38
Total	$	9896,~~082~~725	100.0	%	4.73	%	$	9098,~~405~~082	100.0	%	4.17	%	$	7990,~~407~~405	100.0	%	14.91	%

______________________

(1)Excludes $~~388~~405 million, $~~402~~388 million and $~~382~~402 million average balance of non-interest-bearing deposits for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. Non-interest-bearing deposits comprise less than 10% of total deposits for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

Deposits

We obtain deposits directly from retail customers, affinity relationships and commercial customers (“direct deposits”) orand through third-party ~~brokerage~~ firms that offer our deposits to their customers (“brokered deposits”). At December 31, ~~2024~~2025, we had $7275.32 billion in direct deposits and $95.89 billion in brokered deposits ~~originated~~consisting ~~through~~of ~~brokerage~~certificates ~~firms~~of ~~(including~~deposit and network deposit sweeps procured through a program arranger that channels ~~brokerage~~ account deposits to us). A key part of our liquidity plan and funding strategy is to continue to utilize our direct deposit base as a source of stable and diversified low-cost funding.

Our direct deposits are primarily from retail customers and include a range of FDIC-insured deposit products, including certificates of deposit, IRAs, money market accounts, savings accounts, ~~sweep~~ and affinity deposits.

Brokered deposits are primarily from retail customers of large brokerage firms. We have relationships with 10multiple brokers that offer our deposits through their networks. Our brokered deposits primarily consist of certificates of deposit that bear interest at a fixed rate. These deposits generally are not subject to early withdrawal.

Our ability to attract deposits is sensitive to, among other things, the interest rates we pay, and therefore, we bear funding risk if we fail to pay higher rates, or interest rate risk if we are required to pay higher rates, to retain existing deposits or attract new deposits. To mitigate these risks, our funding strategy includes a range of deposit products, and we seek to maintain access to multiple other funding sources, including securitized financings (including our undrawn committed and uncommitted capacity) and unsecured debt.

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The following table summarizes certain information regarding our interest-bearing deposits by type (all of which constitute U.S. deposits) for the periods indicated:

Years ended December 31 ($ in millions)	~~2024~~2025						~~2023~~2024						~~2022~~2023
	AverageBalance		%		AverageRate		AverageBalance		%		AverageRate		AverageBalance		%		AverageRate
Direct deposits:
Certificates of deposit (including IRA certificates of deposit)	$	40,~~768~~502	49.69	%	4.83	%	$	3340,~~104~~768	4349.96	%	34.8	%	$	2233,~~405~~104	3443.19	%	1.3.8	%
Savings accounts, money market and demand accounts	2932,~~722~~839		3640.14		43.58		29,~~073~~722		3836.51		4.15		3029,~~915~~073		4738.15		14.51
Brokered deposits	117,~~778~~887		149.37		4.54		1311,~~310~~778		1714.63		34.95		1213,~~304~~310		1817.86		23.19
Total interest-bearing deposits	$	8281,~~268~~228	100.0	%	4.61	%	$	7582,~~487~~268	100.0	%	34.96	%	$	6575,~~624~~487	100.0	%	13.59	%

Our deposit liabilities provide funding with maturities ranging from one day to ten years. At December 31, ~~2024~~2025, the weighted average maturity of our interest-bearing time deposits was approximately one year. See Note 8. Deposits to our consolidated financial statements for more information on the maturities of our time deposits.

The standard FDIC deposit insurance amount is $250,000 per depositor, for each account ownership category. Our estimate of the uninsured portion of total deposit balances, excluding any intercompany balance, at December 31, ~~2024~~2025 was $6.18 billion.

The following table summarizes the portion of uninsured deposits that are certificates of deposit by contractual maturity at December 31, ~~2024~~2025.

($ in millions)

3 Months orLess

Over3 Monthsbut within6 Months

Over6 Monthsbut within12 Months

Over12 Months

Total

Certificates of deposit (including IRA certificates of deposit)

~~794~~733

~~1,237~~944

1,~~045~~613

~~660~~910

34,~~736~~200

Securitized Financings

We access the asset-backed securitization market using the Synchrony Card Issuance Trust (“SYNIT”) through which we may issue asset-backed securities through both public transactions and private transactions funded by financial institutions and commercial paper conduits. In addition, we issue asset-backed securities in private transactions through the Synchrony Credit Card Master Note Trust (“SYNCT”) and the Synchrony Sales Finance Master Trust (“SFT”).

At December 31, ~~2024~~2025, we had $2.9 billion of outstanding private asset-backed securities and $45.95 billion of outstanding public asset-backed securities, in each case held by unrelated third parties.

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~~The~~Table ~~following table summarizes expected contractual maturities~~ of ~~the investors’ interests in securitized financings, excluding debt premiums, discounts and issuance costs at December 31, 2024.~~Contents

($ in millions)	Less ThanOne Year		One YearThroughThreeYears		FourYearsThroughFiveYears		After FiveYears		Total
Scheduled maturities of borrowings—owed to securitization investors:
SYNCT	$	1,050	$	600	$	—	$	—	$	1,650
SFT	275		1,000		—		—		1,275
SYNIT(1)	1,675		3,250		—		—		4,925
Total borrowings—owed to securitization investors	$	3,000	$	4,850	$	—	$	—	$	7,850

The following table summarizes expected contractual maturities of the investors’ interests in securitized financings, excluding debt premiums, discounts and issuance costs at December 31, 2025.


($ in millions)	Less Than One Year		One Year Through Three Years		Four Years Through Five Years		After Five Years		Total
Scheduled maturities of borrowings—owed to securitization investors:
SYNCT	$	—	$	1,650	$	—	$	—	$	1,650
SFT	—		1,275		—		—		1,275
SYNIT(1)	1,750		3,750		—		—		5,500
Total borrowings—owed to securitization investors	$	1,750	$	6,675	$	—	$	—	$	8,425

______________________

(1)Excludes any subordinated classes of SYNIT notes that we owned at December 31, ~~2024~~2025.

We retain exposure to the performance of trust assets through: (i) in the case of SYNCT, SFT and SYNIT, subordinated retained interests in the loan receivables transferred to the trust in excess of the principal amount of the notes for a given series that provide credit enhancement for a particular series, as well as a pari passu seller’s interest in each trust and (ii) in the case of SYNIT, any subordinated classes of notes that we own.

All of our securitized financings include early repayment triggers, referred to as early amortization events, including events related to material breaches of representations, warranties or covenants, inability or failure of the Bank to transfer loan receivables to the trusts as required under the securitization documents, failure to make required payments or deposits pursuant to the securitization documents, and certain insolvency-related events with respect to the related securitization depositor, Synchrony (solely with respect to SYNCT) or the Bank. In addition, an early amortization event will occur with respect to a series if the excess spread as it relates to a particular series or for the trust, as applicable, falls below zero. Following an early amortization event, principal collections on the loan receivables in the applicable trust are applied to repay principal of the trust's asset-backed securities rather than being available on a revolving basis to fund the origination activities of our business. The occurrence of an early amortization event also would limit or terminate our ability to issue future series out of the trust in which the early amortization event occurred. No early amortization event has occurred with respect to any of the securitized financings in SYNCT, SFT or SYNIT.

The following table summarizes for each of our trusts the three-month rolling average excess spread at December 31, ~~2024~~2025.

	Note Principal Balance($ in millions)		# of SeriesOutstanding	Three-Month RollingAverage ExcessSpread(1)
SYNCT	$	1,650	3	~ 1516.14% to 1517.70%
SFT	$	1,275	5	1213.20	%
SYNIT	$	45,~~925~~500	1	1617.9	%

______________________

(1)Represents the excess spread (generally calculated as interest income collected from the applicable pool of loan receivables less applicable net charge-offs, interest expense and servicing costs, divided by the aggregate principal amount of loan receivables in the applicable pool) for SFT or, in the case of SYNCT, a range of the excess spreads relating to the particular series issued within such trust or, in the case of SYNIT, the excess spread relating to the one outstanding series issued within such trust, in all cases omitting any series that have not been outstanding for at least three full monthly periods and calculated in accordance with the applicable trust or series documentation, for the three securitization monthly periods ended December 31, ~~2024~~2025.

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Senior and Subordinated Unsecured Notes

During the year ended December 31, ~~2024~~2025, we made repayments totaling $1.858 billion of senior unsecured notes issued by Synchrony Financial and $900 million of senior unsecured notes issued by Synchrony Bank.

The following table provides a summary of our outstanding senior and subordinated unsecured notes at December 31, ~~2024~~2025, which includes $~~750~~800 million and $1.0 billion of senior unsecured notes issued by Synchrony Financial in ~~August~~March ~~2024~~2025 and July 2025, respectively.

Issuance Date	Interest Rate(1)	~~Maturity~~Interest Rate Reset Date	~~Principal~~Floating ~~Amount~~Rate ~~Outstanding~~Spread(2)		Maturity	Principal Amount Outstanding(3)
($ in millions)
Fixed rate senior unsecured notes:
Synchrony Financial
July 2015	4.500%	July 2025	1,000
August 2016	3.700%	—	—		August 2026	500
August 2016	3.700%	August 2026	500
December 2017	3.950%	—	—		December 2027	1,000
December 2017	3.950%	December 2027	1,000
March 2019	5.150%	—	—		March 2029	650
March 2019	5.150%	March 2029	650
October 2021	2.875%	—	—		October 2031	750
October 2021	2.875%	October 2031	750
Synchrony Bank
June 2022	4.875%	June 2025	750
August 2022	5.625%	—	—		August 2027	600
Synchrony Bank
Fixed-to-floating rate senior unsecured notes:
August 2022	5.400%	August 2025	900
Synchrony Financial
August 2022	5.625%	August 2027	600
August 2024	5.935%	August 2, 2029	213 bps		August 2030	750
Fixed-to-floating rate senior unsecured notes:
March 2025	5.450%	March 6, 2030	168 bps		March 2031	800
Synchrony Financial
July 2025	5.019%	July 29, 2028	139.5 bps		July 2029	500
August 2024	5.935%(3)	August 2030	750
July 2025	6.000%	July 29, 2035	207 bps		July 2036	500
Fixed rate subordinated unsecured notes:
Synchrony Financial
February 2023	7.250%	~~February 2033~~—	~~750~~—		February 2033	750
Total fixed rate and fixed-to-floating rate senior and subordinated unsecured notes			$	7,650
Total senior and subordinated unsecured notes						$	6,800

______________________

(1)Weighted average interest rate of all senior and subordinated unsecured notes at December 31, ~~2024~~2025 was 45.9106%.

(2)~~The~~Floating ~~amounts~~rate ~~shown~~applicable ~~exclude~~at ~~unamortized~~interest ~~debt~~reset ~~discounts~~date through maturity, ~~premiums~~based ~~and~~on ~~issuance~~compounded ~~costs~~Secured Overnight Financing Rate plus floating rate spread noted above.

(3)~~Interest~~The ~~rate~~amounts ~~fixed~~shown ~~through~~exclude ~~August~~unamortized 1,debt ~~2029; resets August 2~~discounts, ~~2029~~premiums toand ~~floating~~issuance ~~rate based on compounded Secured Overnight Financing Rate ("SOFR") plus 213 basis points~~costs.

Short-Term Borrowings

Except as described above, there were no material short-term borrowings for the periods presented.

Covenants

The indentures pursuant to which our senior and subordinated unsecured notes have been issued include various covenants, including covenants that restrict (subject to certain exceptions) Synchrony’s ability to dispose of, or incur liens on, any of the voting stock of the Bank or otherwise permit the Bank to be merged, consolidated, leased or sold in a manner that results in the Bank being less than 80% controlled by us.

50If we do not satisfy any of these covenants discussed above, the maturity of amounts outstanding thereunder may be accelerated and become payable. We were in compliance with all of these covenants at December 31, 2025.

IfAt weDecember 31, ~~do not satisfy any of these covenants discussed above~~2025, ~~the~~we ~~maturity of amounts outstanding thereunder may be accelerated and become payable. We~~ were not in ~~compliance~~default ~~with~~under ~~all~~any of ~~these~~our ~~covenants~~credit ~~at December 31, 2024~~facilities.

~~At December 31, 2024, we were not in default under any of our credit facilities.~~48

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Credit Ratings

Our borrowing costs and capacity in certain funding markets, including securitizations and senior and subordinated debt, may be affected by the credit ratings of the Company, the Bank and the ratings of our asset-backed securities.

The table below reflects our current credit ratings and outlooks:

S&P Fitch Ratings Synchrony Financial Senior unsecured debt BBB- BBB- Subordinated unsecured debt BB+ ~~BB+~~BBB- Preferred stock BB- B+BB- Outlook for Synchrony Financial Stable ~~Positive~~Stable Synchrony Bank Senior unsecured debt BBB BBB- Outlook for Synchrony Bank Stable ~~Positive~~Stable

In addition, certain of the asset-backed securities issued by SYNIT are rated by Fitch, S&P and/or Moody’s. A credit rating is not a recommendation to buy, sell or hold securities, may be subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating. Downgrades in these credit ratings could materially increase the cost of our funding from, and restrict our access to, the capital markets.

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Liquidity

____________________________________________________________________________________________

We seek to ensure that we have adequate liquidity to sustain business operations, fund asset growth, satisfy debt obligations and to meet regulatory expectations under normal and stress conditions.

We maintain policies outlining the overall framework and general principles for managing liquidity risk across our business, which is the responsibility of our Asset and Liability Management Committee, a management committee under the oversight of the Risk Committee of our Board of Directors. We employ a variety of metrics to monitor and manage liquidity. We perform regular liquidity stress testing and contingency planning as part of our liquidity management process. We evaluate a range of stress scenarios including Company specific and systemic events that could impact funding sources and our ability to meet liquidity needs.

We maintain a liquidity portfolio, which at December 31, ~~2024~~2025 had $1716.26 billion of liquid assets, primarily consisting of cash and equivalents, less cash in transit which is not considered to be liquid, compared to $1617.82 billion of liquid assets at December 31, ~~2023~~2024. The ~~increase~~decrease in liquid assets ~~was~~ primarily ~~due~~reflects tolower ~~deposit~~deposits ~~growth~~ and ~~the~~a ~~issuances~~reduction ofin ~~securitized~~senior ~~debt~~unsecured ~~and preferred stock~~debt, aspartially ~~well~~offset asby the ~~proceeds~~decrease ~~from~~in ~~the~~loan ~~Pets~~receivables ~~Best~~as ~~disposition,~~compared ~~partially~~to ~~offset~~December 31, ~~by loan receivables growth~~2024. We believe our liquidity position at December 31, ~~2024~~2025 remains strong ~~as we continue to operate in a period of uncertain economic conditions~~ and we will continue to closely monitor our liquidity as economic conditions change.

As a general matter, investments included in our liquidity portfolio are expected to be highly liquid, giving us the ability to readily convert them to cash. The level and composition of our liquidity portfolio may fluctuate based upon the level of expected maturities of our funding sources as well as operational requirements and market conditions.

We also have access to several additional sources of liquidity beyond our liquidity portfolio. At December 31, ~~2024~~2025, we had an aggregate of $1110.50 billion of available borrowing capacity through the Federal Reserve's discount window. In addition, we had $2.6 billion of undrawn capacity on our securitized financings, subject to customary borrowing conditions, from private lenders under our securitization programs, of which $2.1 billion was committed and $450 million was uncommitted~~, as well as $500 million of undrawn committed capacity under our unsecured revolving credit facility with private lenders~~. We also have other unencumbered assets in the Bank available to be used to generate additional liquidity through secured borrowings or asset sales or to be pledged to the Federal Reserve Board for credit at the discount window.

We rely significantly on dividends and other distributions and payments from the Bank for liquidity; however, bank regulations, contractual restrictions and other factors limit the amount of dividends and other distributions and payments that the Bank may pay to us. For a discussion of regulatory restrictions onrelated to the Bank’s ability to pay dividends, see “Regulation—Risk Factors Relating to Regulation—We are subject to restrictions that limit our ability to pay dividends and repurchase our common stock; the Bank is subject to restrictions that limit its ability to pay dividends to us, which could limit our ability to pay dividends, repurchase our common stock or make payments on our indebtedness,” “Regulation—Savings Association Regulation—Dividends and Stock Repurchases” and —Liquidity," and Regulation—Savings and Loan Holding Company Regulation—Liquidity."

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Quantitative and Qualitative Disclosures About Market Risk

____________________________________________________________________________________________

Market risk refers to the risk that a change in the level of one or more market prices, rates, indices, correlations or other market factors will result in losses for a position or portfolio. We are exposed to market risk primarily from changes in interest rates. See “Risks—Risk Factors Relating to Our Business—Changes in market interest rates could have a material adverse effect on our net earnings, funding and liquidity” and “—A reduction in our credit ratings could materially increase the cost of our funding from, and restrict our access to, the capital markets.”

Interest Rate Risk

We borrow money from a variety of depositors and institutions in order to provide loans to our customers. Changes in market interest rates cause our net interest income to increase or decrease, as some of our assets and liabilities carry interest rates that fluctuate with market benchmarks. The interest rate benchmark for our floating rate assets is generally the prime rate, and the interest rate benchmark for our floating rate liabilities is generally either the Secured Overnight Financing Rate ("SOFR"), U.S. Treasury bills, or the federal funds rate. The prime rate and the SOFR, U.S. Treasury bills or federal funds rate could reset at different times or could diverge, leading to mismatches in the interest rates on our floating rate assets and floating rate liabilities.

Competitive factors and future regulatory or legislative changes may limit or restrict the rate of interest we ~~can~~ charge on our loans. In addition, some of our program agreements also limit the rate of interest we can charge to customers. If interest rates were to rise materially over a sustained period of time, like we experienced during 2022 and 2023, and we are unable to sufficiently raise our interest rates in a timely manner, our net interest income and margin could be adversely impacted, which could have a material adverse effect on our net earnings.

Interest rates may also adversely impact our customers’ spending levels and ability and willingness to pay outstanding amounts owed to us. Our floating rate products bear interest rates that fluctuate with the prime rate. Higher interest rates often lead to higher payment obligations by customers to us and other lenders under mortgage, credit card and other consumer loans, which may reduce our customers’ ability to remain current on their obligations to us and therefore lead to increased delinquencies, charge-offs and allowances for credit losses, which could have a material adverse effect on our net earnings.

Changes in interest rates and competitor responses to these changes may also impact customer decisions to maintain deposits with us, and reductions in deposits could materially adversely affect our funding costs and liquidity.

At December 31, ~~2024~~2025, 6253% of our loan receivables were priced at a fixed interest rate to the customer, with the remaining 3847% at a floating interest rate. We fund our assets with a combination of fixed rate and floating rate funding sources that include deposits, securitized financings and unsecured debt. To manage interest rate risk, we seek to match the interest rate repricing characteristics of our assets and liabilities. Historically, we have not used interest rate derivative contracts to manage interest rate risk; however, we may choose to do so in the future. To the extent we are unable to effectively match the interest rate sensitivity of our assets and liabilities, our net earnings could be materially adversely affected.

We assess our interest rate risk by estimating the effect of various interest rate scenarios on our net interest income.

For purposes of presenting the possible earnings effect of a hypothetical, adverse change in interest rates over the 12-month period from our reporting date, we assume that all interest rate sensitive assets and liabilities will be impacted by a hypothetical, immediate 100 basis point increase or decrease in interest rates as of the beginning of the period. The sensitivity is based upon the hypothetical assumption that all relevant types of interest rates that affect our results would increase or decrease instantaneously, simultaneously and to the same degree.

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Our interest rate sensitive assets include our variable rate loan receivables and the assets that make up our liquidity portfolio. Assets with rates that are fixed at period end but which will mature, or otherwise contractually reset to a market-based indexed rate or other fixed rate prior to the end of the 12-month period, are considered to be rate sensitive. The latter category includes certain loans that may be offered at below-market rates for an introductory period, such as balance transfers and special promotional programs, after which the loans will contractually reprice under standard terms in accordance with our normal market-based pricing structure. For purposes of measuring rate sensitivity for such loans, only the effect of the hypothetical 100 basis point change in the underlying market-based indexed rate or other fixed rate has been considered rather than the full change in the rate to which the loan would contractually reprice (i.e. assets are categorized as fixed or floating according to their underlying contractual terms). For assets that have a fixed interest rate at the period end but which contractually will, or are assumed to, reset to a market-based indexed rate or other fixed rate during the next 12 months, net interest income sensitivity is measured from the expected repricing date.

Interest rate sensitive liabilities are assumed to be those for which the stated interest rate is not contractually fixed for the next 12-month period. Thus, liabilities that vary with changes in a market-based index, such as the federal funds rate SOFR or U.S. Treasury bills, which will reset before the end of the 12-month period, or liabilities whose rates are fixed at the period end but which will mature and are assumed to be replaced with a market-based indexed rate prior to the end of the 12-month period, also are considered to be rate sensitive. For these fixed rate liabilities, net interest income sensitivity is measured from the expected repricing date.

The following table presents the approximate net interest income impacts forecasted over the next twelve months from an immediate and parallel change in interest rates affecting all interest rate sensitive assets and liabilities at December 31, ~~2024~~2025.

Basis Point Change	At December 31, ~~2024~~2025
($ in millions)
-100 basis points	$	(96137)
+100 basis points	$	1464

Limitations of Market Risk Measures

The interest rate risk models that we use in deriving these measures incorporate contractual information, internally-developed assumptions and proprietary modeling methodologies, which project borrower and deposit behavior patterns in certain interest rate environments. Other market inputs, such as interest rates, market prices and interest rate volatility, are also critical components of our interest rate risk measures. We regularly evaluate, update and enhance these assumptions, models and analytical tools as we believe appropriate to reflect our best assessment of the market environment and the expected behavior patterns of our existing assets and liabilities.

There are inherent limitations in any methodology used to estimate the exposure to changes in market interest rates. The sensitivity analysis provided above contemplates only certain movements in interest rates and is based on the existing balance sheet as well as assumptions around future growth, pricing and balance sheet composition. It does not attempt to estimate the effect of a more significant interest rate increase over a sustained period of time, which as described in “—Interest Rate Risk” above, could adversely affect our net interest income. In addition, the strategic actions that management may take to manage our balance sheet may differ from our projections, which could cause our actual net interest income to differ from the above sensitivity analysis.

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Capital

____________________________________________________________________________________________

Our primary sources of capital have been earnings generated by our business and existing equity capital. We seek to manage capital to a level and composition sufficient to support the risks of our business, meet regulatory requirements, adhere to rating agency targets and support future business growth. The level, composition and utilization of capital are influenced by changes in the economic environment, strategic initiatives and legislative and regulatory developments. Within these constraints, we are focused on deploying capital in a manner that will provide attractive returns to our stockholders.

~~While~~We ~~not~~are subject to athe ~~formal~~Federal ~~requirement~~Reserve inBoard's ~~prior~~formal ~~year~~capital ~~periods,~~plan wesubmission ~~have~~requirements ~~previously~~and submitted our 2025 capital plan to the Federal Reserve Board. InWe ~~2024,~~are wealso ~~became~~now subject to ~~the~~supervisory ~~Federal~~stress ~~Reserve~~tests ~~Board's~~on ~~formal~~a ~~capital~~biennial ~~plan~~basis, ~~submission~~in ~~requirements~~even calendar years, and ~~submitted~~currently ~~our~~expect ~~capital~~that ~~plan~~the to2026 supervisory stress test is the ~~Federal~~first ~~Reserve~~stress ~~Board.~~test in which we will be required to participate.

Dividend and Share Repurchases

Common Stock Cash Dividends Declared	Month of Payment	Amount per Common Share		Amount
Three months ended ($ in millions, except per share data)
March 31, 2024	February 2024	$	0.25	$	102
March 31, 2025	February 2025	$	0.25	$	97
June 30, 2024	May 2024	0.25		100
June 30, 2025	May 2025	0.30		114
September 30, 2024	August 2024	0.25		99
September 30, 2025	August 2025	0.30		110
December 31, 2024	November 2024	0.25		97
December 31, 2025	November 2025	0.30		106
Total dividends declared		$	1.0015	$	~~398~~427

		Series A				Series B
Preferred Stock Cash Dividends Declared	Month of Payment	Amount per Preferred Share		Amount		Amount per Preferred Share		Amount
Three months ended ($ in millions, except per share data)
March 31, 2024	February 2024	$	14.06	$	11	$	—	$	—
March 31, 2025	February 2025	$	14.06	$	11	$	20.63	$	10
June 30, 2024	May 2024	14.06		10		18.79		9
June 30, 2025	May 2025	14.06		10		20.63		11
September 30, 2024	August 2024	14.06		11		20.63		10
September 30, 2025	August 2025	14.06		10		20.63		10
December 31, 2024	November 2024	14.06		10		20.63		11
December 31, 2025	November 2025	14.06		11		20.63		10
Total dividends declared		$	56.24	$	42	$	6082.0552	$	3041

InThe ~~February~~declaration ~~2024,~~and wepayment ~~issued~~of ~~depositary~~future ~~shares~~dividends ~~representing~~to ~~$500~~holders ~~million~~ of ~~Series~~our Bcommon ~~8.250%~~and ~~fixed~~preferred ~~rate~~stock ~~reset~~will ~~non-cumulative~~be ~~perpetual~~at ~~preferred~~the ~~stock,~~discretion ~~with~~of ~~dividends~~the ~~payable~~Board ~~quarterly~~and ~~beginning~~will independ ~~May~~on ~~2024~~many factors. ~~The~~In ~~declaration~~addition, ~~and~~subject ~~payment~~to ofapproval ~~future~~from ~~dividends~~the toBoard, ~~holders~~we ofhave ~~our~~the ~~common~~ability ~~and~~to ~~preferred~~issue ~~stock~~further ~~will~~series beof atpreferred ~~the~~stock, ~~discretion~~up ofto ~~the~~a ~~Board~~maximum ~~and~~of ~~will~~300 ~~depend~~million onshares ~~many~~authorized ~~factors~~for issuance. For a discussion of regulatory and other restrictions on our ability to pay dividends and repurchase stock, see “Regulation—Risk Factors Relating to Regulation—We are subject to restrictions that limit our ability to pay dividends and repurchase our common stock; the Bank is subject to restrictions that limit its ability to pay dividends to us, which could limit our ability to pay dividends, repurchase our common stock or make payments on our indebtedness.”

Common Shares Repurchased Under Publicly Announced Programs	Total Number of Shares Purchased	Dollar Value of Shares Purchased
Three months ended ($ and shares in millions)
March 31, 2024	7.5	$	300
March 31, 2025	9.8	$	600
June 30, 2024	6.9	300
June 30, 2025	8.8	500
September 30, 2024	6.6	300
September 30, 2025	12.1	861
December 31, 2024	1.5	100
December 31, 2025	13.0	952
Total	2243.57	$	12,~~000~~913

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~~During~~Table ~~the year ended December 31, 2024, we repurchased $1.0 billion~~ of common stock as part of our share repurchase program. In April 2024, the Board of Directors approved an incremental share repurchase program of up to $1.0 billion through June 30, 2025 (the "2024 plan"). At December 31, 2024, we had $600 million remaining in share repurchase authorization under the 2024 plan. Repurchases under this program are subject to market conditions and other factors, including legal and regulatory restrictions and required approvals, if any.Contents

During the year ended December 31, 2025, we repurchased $2.9 billion of common stock as part of our share repurchase program. In April 2025, we announced that the Board of Directors approved a share repurchase program of up to $2.5 billion through June 30, 2026. In September 2025, the Board of Directors approved an incremental share repurchase authorization of up to $1.0 billion, through June 30, 2026 (collectively with the April 2025 program, the "2025 program"). At December 31, 2025, we had a total remaining share repurchase authorization of $1.2 billion under the 2025 program. Repurchases under this program are subject to market conditions and other factors, including legal and regulatory restrictions and required approvals, if any.

Regulatory Capital Requirements - Synchrony Financial

As a savings and loan holding company, we are required to maintain minimum capital ratios, under the applicable U.S. Basel III capital rules. For more information, see “Regulation—Savings and Loan Holding Company Regulation.”

For Synchrony Financial to be a well-capitalized savings and loan holding company, Synchrony Bank must be well-capitalized and Synchrony Financial must not be subject to any written agreement, order, capital directive, or prompt corrective action directive issued by the Federal Reserve Board to meet and maintain a specific capital level for any capital measure. At December 31, ~~2024~~2025 and ~~2023~~2024, Synchrony Financial met all the requirements to be deemed well-capitalized.

The following table sets forth the composition of our capital ratios for the Company calculated under the Basel III Standardized Approach rules at December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

	Basel III
	At December 31, 2024				At December 31, 2023
	At December 31, 2025				At December 31, 2024
($ in millions)	Amount		Ratio(1)		Amount		Ratio(1)
Total risk-based capital	$	1716,~~407~~632	1615.58	%	$	1517,~~464~~407	1416.95	%
Tier 1 risk-based capital	$	1514,~~239~~464	1413.58	%	$	1315,~~334~~239	1214.95	%
Tier 1 leverage	$	1514,~~239~~464	12.95	%	$	1315,~~334~~239	1112.79	%
Common equity Tier 1 capital	$	1413,~~017~~242	1312.36	%	$	1214,~~600~~017	1213.23	%
Risk-weighted assets	$	105,~~417~~029			$	~~103~~105,~~460~~417

______________________

(1)Tier 1 leverage ratio represents total Tier 1 capital as a percentage of total average assets, after certain adjustments. All other ratios presented above represent the applicable capital measure as a percentage of risk-weighted assets.

The Company elected to adopt the option provided by the interim final rule issued by joint federal bank regulatory agencies, which largely delayed the effects of CECL on our regulatory capital. The effects were phased-in over a three-year transitional period through 2024, collectively the “CECL regulatory capital transition adjustment”. The effects of CECL on our regulatory capital ~~will~~were be fully phased-in beginning in the first quarter of 2025.

Capital amounts and ratios in the above table ~~all~~ reflect the applicable CECL regulatory capital transition adjustment ~~for~~at ~~each~~December ~~period~~31, 2024. The ~~increase~~decrease in our common equity Tier 1 capital ratio compared to December 31, ~~2023~~2024 was primarily due to ~~the~~share ~~retention~~repurchases, ofand ~~net~~common ~~earnings~~and ~~during~~preferred ~~the year ended December 31~~dividends, ~~2024~~as ~~and~~well as the ~~net~~final ~~impact~~phase-in of the ~~Pets~~CECL ~~Best~~regulatory ~~disposition~~capital ~~and~~transition ~~Ally~~adjustment. ~~Lending~~These ~~acquisition,~~decreases were partially offset by ~~the~~net ~~third~~earnings ~~year~~for ~~phase-in of~~ the ~~CECL~~year ~~regulatory~~ended ~~capital~~December 31, ~~transition adjustment~~2025.

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Regulatory Capital Requirements - Synchrony Bank

At December 31, ~~2024~~2025 and ~~2023~~2024, the Bank met all applicable requirements to be deemed well-capitalized pursuant to the Office of the Comptroller of the Currency of the U.S. Treasury (the "OCC") regulations and for purposes of the Federal Deposit Insurance Act (the “FDIA”). The following table sets forth the composition of the Bank’s capital ratios calculated under the Basel III Standardized Approach rules at December 31, ~~2024~~2025 and December 31, ~~2023~~2024, and also reflects the applicable CECL regulatory capital transition adjustment for ~~each~~December 31, ~~period~~2024.

	At December 31, 2024				At December 31, 2023				Minimum to be Well-Capitalized under Prompt Corrective Action Provisions
	At December 31, 2025				At December 31, 2024
($ in millions)	Amount		Ratio		Amount		Ratio		~~Ratio~~
Total risk-based capital	$	15,~~916~~844	15.8	%	$	1415,~~943~~916	15.38	%	~~10.0~~	%
Tier 1 risk-based capital	$	13,~~805~~731	13.7	%	$	1213,~~880~~805	13.27	%	~~8.0~~	%
Tier 1 leverage	$	13,~~805~~731	12.4	%	$	1213,~~880~~805	12.04	%	~~5.0~~	%
Common equity Tier 1 capital	$	13,~~805~~731	13.7	%	$	1213,~~880~~805	13.27	%	~~6.5~~	%

For additional information on the minimum capital requirements for both Synchrony Financial and the Bank, See “Regulation—Regulation Relating to Our Business—Capital for both Savings and Loan Holding Company Regulation and Savings Association Regulation, as applicable. Failure to meet minimum capital requirements can result in the initiation of certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could limit our business activities and have a material adverse effect on our business, results of operations and financial condition. See “Regulation—Risk Factors Relating to Regulation—Failure by Synchrony and the Bank to meet applicable capital adequacy and liquidity requirements could have a material adverse effect on us.”

Off-Balance Sheet Arrangements and Unfunded Lending Commitments

____________________________________________________________________________________________

We do not have any material off-balance sheet arrangements, including guarantees of third-party obligations. Guarantees are contracts or indemnification agreements that contingently require us to make a guaranteed payment or perform an obligation to a third-party based on certain trigger events. At December 31, ~~2024~~2025, we had not recorded any contingent liabilities in our Consolidated Statements of Financial Position related to any guarantees. See Note 6. - Variable Interest Entities to our consolidated financial statements for more information on our investment commitments for unconsolidated variable interest entities.

We extend credit, primarily arising from agreements with customers for unused lines of credit on our credit cards, in the ordinary course of business. Each unused credit card line is unconditionally cancellable by us. See Note 5. Loan Receivables and Allowance for Credit Losses to our consolidated financial statements for more information on our unfunded lending commitments.

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Critical Accounting Estimates

____________________________________________________________________________________________

In preparing our consolidated financial statements, we have identified certain accounting estimates and assumptions that we consider to be the most critical to an understanding of our financial statements because they involve significant judgments and uncertainties. The critical accounting estimates we have identified relate to allowance for credit losses and fair value measurements. These estimates reflect our best judgment about current, and for some estimates future, economic and market conditions and their effects based on information available as of the date of these financial statements. If these conditions change from those expected, it is reasonably possible that these judgments and estimates could change, which may result in incremental losses on loan receivables, or material changes to our Consolidated Statements of Financial Position, among other effects. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies to our consolidated financial statements, which discusses the significant accounting policies related to these estimates.

Allowance for Credit Losses

~~Losses~~Change on loan receivables are estimated and recognized upon origination of the loan, based on expected credit losses for the life of the loan balance as of the period end date. This requires us to estimate expected losses in ~~the~~methodology ~~portfolio as of each balance sheet date. The method~~ for ~~calculating~~Allowance ~~the estimate of expected credit loss takes into account historical experience, and current conditions and future expectations~~ for ~~pools~~Credit of loans with similar risk characteristics, and reasonable and supportable forecasts about the future. The model utilizes a macroeconomic forecast, with unemployment as the primary macroeconomic variable. We also perform a qualitative assessment in addition to model estimates and apply qualitative adjustments as necessary. The reasonable and supportable forecast period is determined primarily based upon an assessment of the current economic outlook and our ability to use available data to accurately forecast losses over time. The reasonable and supportable forecast period used in our estimate of credit losses at December 31, 2024 was 12 months, consistent with the forecast period utilized since adoption of CECL. The Company reassesses the reasonable and supportable forecast period on a quarterly basis. Beyond the reasonable and supportable forecast period, we revert to historical loss information at the loan receivables segment level over a 6-month period, gradually increasing the weight of historical losses by an equal amount each month during the reversion period, and utilize historical loss information thereafter for the remaining life of the portfolio. The reversion period, similar to the reasonable and supportable forecast period, may change in the future depending on multiple factors such as forecasting methods, portfolio changes, and macroeconomic environment.Losses

WeAt ~~evaluate~~December ~~each~~31, ~~portfolio~~2025, ~~quarterly.~~our ~~For~~Allowance for credit ~~card~~losses ~~receivables,~~reflects ~~our~~changes ~~estimation~~we ~~process~~made ~~includes~~during ~~analysis~~the ofthree ~~historical~~months ~~data,~~ended ~~and~~March ~~there~~31, is2025 ato ~~significant~~our ~~amount~~methodology ofrelated ~~judgment~~to ~~applied~~the inmodeling ~~selecting~~of ~~inputs~~loss ~~and~~projections ~~analyzing~~attributable ~~the~~to ~~results~~existing ~~produced~~loan bybalances and the ~~models~~reversion to ~~determine~~historical ~~the allowance~~mean. Our ~~risk~~updated ~~process~~loss ~~includes~~forecasting ~~standards~~methodology ~~and~~utilizes ~~policies~~a ~~for~~statistical, ~~reviewing~~account-level ~~major~~model ~~risk~~that ~~exposures~~analyzes ~~and~~probability ~~concentrations,~~of default and ~~evaluates~~exposure ~~relevant~~at ~~data~~default ~~either~~ for ~~individual~~our ~~loans~~loan ~~or on a portfolio basis~~receivables, as ~~appropriate.~~compared ~~More~~to ~~specifically,~~our weprior ~~use~~methodology which utilized an enhanced migration analysis to estimate ~~the~~credit ~~likelihood~~losses. ~~that~~Our areversion ~~loan~~methodology, ~~will~~which ~~progress~~continues ~~through~~to ~~the~~be ~~various~~applied ~~stages~~over ofa ~~delinquency.~~6-month ~~The enhanced migration analysis considers uncollectible principal~~period, ~~interest~~also ~~and~~changed ~~fees~~from ~~reflected in~~ the ~~loan~~prior ~~receivables,~~weighted ~~segmented~~approach byused ~~credit~~since ~~and~~the ~~business~~adoption ~~parameters.~~of WeCECL ~~use other analyses~~ to ~~estimate~~apply ~~expected~~a ~~losses on non~~straight-~~delinquent~~line ~~accounts,~~methodology. ~~which~~These ~~include past performance, bankruptcy activity such as filings, policy~~ changes, ~~loan~~in ~~volumes~~methodology ~~and~~were ~~amounts.~~made ~~Holistically,~~prospectively ~~for~~to ~~assessing~~enhance ~~the portfolio~~our expected credit loss ~~content,~~estimation wecapabilities ~~also~~and ~~evaluate~~did ~~portfolio~~not ~~risk~~have ~~management~~a ~~techniques~~material ~~applied~~effect toon ~~various~~our ~~accounts,~~Allowance ~~historical~~for ~~behavior~~credit oflosses ~~different account vintages, account seasoning, economic conditions, recent trends~~ in ~~delinquencies, account collection management, forecasting uncertainties, expectations about~~ the ~~future,~~period ~~and a qualitative assessment~~ of ~~the adequacy of the allowance for credit losses~~implementation.

WeAllowance ~~estimate our allowance~~ for ~~credit~~Credit losses using pools of loans with similar risk characteristics. Further, when experience is not available for new portfolios, while we accumulate experience, we utilize our experience with the most closely analogous products and segments in our portfolio. The underlying assumptions, estimates and assessments we use to provide for losses are updated periodically to reflect our view of current and forecasted conditions and are subject to the regulatory examination process, which can result in changes to our assumptions. Changes in such estimates can significantly affect the allowance and provision for credit losses. It is possible that we will experience credit losses that are different from our current estimates.Losses

58Our Allowance for credit losses was $10.4 billion at December 31, 2025, compared to $10.9 billion at December 31, 2024 and represents our best estimate of expected credit losses for the life of the loan balance in accordance with CECL. Expected credit loss estimates involve modeling loss projections attributable to existing loan balances, considering historical experience, current conditions and future expectations, including expectations about future macroeconomic conditions, for pools of loans with similar risk characteristics over the reasonable and supportable forecast period and considers historical loss information beyond the reasonable and supportable period. In addition, our allowance for credit losses includes expected recoveries of amounts previously charged-off and expected to be charged-off. Significant management judgment is required to determine the relevant information and estimation methods used in determining our allowance for credit losses.

Our estimation process in the current year period uses a probability of default and exposure at default model, while the prior year utilized an enhanced migration analysis, both of which were combined with a qualitative assessment of risks and uncertainties not captured by the respective models to estimate our allowance for credit losses. A significant amount of management judgment is applied in the analysis of historical data, selecting and adjusting inputs, as well as analyzing the results produced by the model estimates. Key factors that impact the accuracy of our estimates include the models and methodology utilized, credit strategy and trends, and consideration of material changes in our loan portfolio such as changes in growth and portfolio mix. Our estimate of expected credit losses utilizes a reasonable and supportable forecast period of 12 months, consistent with the forecast period utilized since adoption of CECL. The reasonable and supportable forecast period is determined primarily based upon an assessment of the current economic outlook, including our ability to use available data to accurately forecast losses over time. Beyond the reasonable and supportable forecast period, we revert to historical loss information at the loan receivables segment level over a six-month period, applied on a straight-line basis in the current year period and through a weighted approach in the prior year, and utilize historical loss information thereafter for the remaining life of the portfolio. The historical loss information is derived from a combination of recessionary and non-recessionary performance periods, weighted by the estimated time span of each period. Further, when historical

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experience is not available for new portfolios, while we accumulate experience, we may utilize our experience with the most closely analogous products and segments in our portfolio.

The modeling of loss projections considers a macroeconomic forecast that utilizes inputs from an independent third-party, with unemployment and certain income measures as primary variables. The macroeconomic forecast considered when determining our estimate of allowance for credit losses at December 31, 2025 includes, among other things, an assumed U.S. unemployment rate of 4.8% in the fourth quarter of 2026.

The life of a credit card loan receivable is dependent upon the allocation of payments received, as well as a variety of other factors, including the principal balance, promotional terms, interest charges and fees and overall consumer credit profile and usage pattern. To determine the expected credit losses for credit card loan receivables as of the measurement date our estimate considers the payments attributable to the measurement date balance. This allocation of payments also requires significant management judgment and we utilize an approach which implicitly considers total expected future payments and applies appropriate allocations to reduce those payments in order to estimate losses pertaining to measurement date loan receivables. Based on our payments analyses, we also ensure that expected future payments from an account do not exceed the measurement date balance.

The underlying assumptions, estimates and assessments discussed above that we use to provide for losses are updated periodically to reflect our view of current and forecasted conditions and are subject to the regulatory examination process, which can result in changes to our assumptions. Changes in such estimates can significantly affect the allowance and provision for credit losses. It is possible that we will experience credit losses that are different from our current estimates.

Fair Value Measurements

Assets measured at fair value on a recurring basis primarily consist of investments in debt securities. Liabilities at December 31, ~~2024~~2025 measured at fair value on a recurring basis were not material. Assets that are not measured at fair value every reporting period, but that are subject to fair value measurements in certain circumstances, primarily include business acquisitions and dispositions, acquired loans, loans that have been reduced to fair value when they are held for sale, equity method investments that are written down to fair value when they are impaired, as well as certain equity securities without readily determinable fair value that are measured based upon observable price changes. Assets that are written down to fair value when impaired are not subsequently adjusted to fair value unless further impairment occurs.

A fair value measurement is determined as the price that we would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. The determination of fair value often involves significant judgments about assumptions such as determining an appropriate discount rate that factors in both risk and liquidity premiums, identifying the similarities and differences in market transactions, weighting those differences accordingly and then making the appropriate adjustments to those market transactions to reflect the risks specific to the asset or liability being valued.

~~During~~New ~~the~~Accounting year ended December 31, 2024, we completed the disposition of Pets Best and acquisition of Ally Lending. These transactions included fair value measurements related to both the consideration received at the closing of the sale of Pets Best and the assets and liabilities acquired at the closing of the acquisition of Ally Lending, which primarily included loan receivables with an unpaid principal balance of $2.2 billion. Standards

To determine the fair value of loan receivables acquired through our acquisition of Ally Lending, we estimated expected cash flows and discounted those cash flows using an observable market rate of interest, when available, and adjusted for factors that a market participant would consider in determining fair value. In determining fair value, expected cash flows are adjusted to include prepayment, default rate and loss severity estimates. The difference between the fair value of the loan receivables and the amount contractually due was recorded as a loan discount at acquisition. Including the impact of measurement period adjustments, the loan discount at the acquisition date was $469 million, which is to be amortized into interest income over the estimated remaining life of the loans. See Note 3. Acquisitions and Dispositions to our consolidated financial statements for additional information on the Ally Lending acquisition and disposition of Pets Best.____________________________________________________________________________________________

59See Note 2. Basis of Presentation and Summary of Significant Accounting Policies - New Accounting Standards, to our consolidated financial statements for additional information related to recent accounting pronouncements.

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RISKS

Risk Factors Summary

____________________________________________________________________________________________

We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky. These risks and uncertainties include, but are not limited to, the following:

Macroeconomic, Strategic and Operational Risks

•Macroeconomic conditions could have a material adverse effect on our business, results of operations and financial condition.

•Our results of operations and growth depend on our ability to retain existing partners and attract new partners. Further, a significant percentage of our interest and fees on loans comes from relationships with a small number of large retail partners, and the loss of any of these partners could adversely affect our business and results of operations.

•Our business is heavily concentrated in U.S. consumer credit, and therefore our results are more susceptible to market fluctuations and legislative and regulatory developments in that market than a more diversified company.

•The CFPB's final rule on credit card late fees, if implemented, would likely materially adversely affect our business and results of operations.

•Our results depend, to a significant extent, on the active and effective promotion and support of our products by our partners, and on the financial performance of our partners.

•Competition infor partners, customers and the ~~consumer~~utilization ~~finance~~of ~~industry~~our products is intense.

•We may be unable to successfully develop and commercialize new or enhanced products and services, or realize the value of acquisitions, dispositions, strategic investments and strategic initiatives that we pursue.

•Cyber-attacks or other security breaches could have a material adverse effect on our business.

•Fraudulent activity associated with our products and services could negatively impact our operating results, brand and reputation and cause the use of our products and services to decrease and our fraud losses to increase.

•The failure of third parties to provide various services that are important to our operations could have a material adverse effect on our business and results of operations.

•Our remote work arrangements may have an adverse impact on our business.

Technological Risks

•Cyber-attacks or other security breaches could have a material adverse effect on our business.

•Disruptions in the operation of our and our outsourced partners' technology environments could have a material adverse effect on our business.

•Our remote work arrangements may have an adverse impact on our business.

•We have international operations that subject us to various international risks as well as increased compliance and regulatory risks and costs.

Financial Risks

•Our allowance for credit losses may prove to be insufficient to cover losses on our loans.

60•If assumptions or estimates we use in preparing our financial statements, including those related our allowance for credit losses, are incorrect or are required to change, our reported results of operations and financial condition may be adversely affected.

•If assumptions or estimates we use in preparing our financial statements, including those related to the CECL accounting guidance, are incorrect or are required to change, our reported results of operations and financial condition may be adversely affected.58

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•Adverse financial market conditions, our inability to effectively manage our funding and liquidity risk or our inability to maintain or grow our deposits in the future could have a material adverse effect on our funding, liquidity and ability to meet our obligations.

•Our business depends on our ability to successfully manage our credit risk, and failing to do so may result in high charge-off rates.

•Changes in market interest rates could have a material adverse effect on our net earnings, funding and liquidity.

•A reduction in our credit ratings could materially increase the cost of our funding from, and restrict our access to, the capital markets.

•Various risks related to the securitization of our loan receivables, including our ability to securitize our loan receivables on favorable terms or at all, the occurrence of an early amortization event, our loss of the right to service or subservice our loan receivables or lower payment rates on such receivables could have a material adverse effect on our business, liquidity, cost of funds and financial condition.

•We rely extensively on models in managing many aspects of our business, and if they are not accurate or are misinterpreted, it could have a material adverse effect on our business and results of operations.

•~~Our~~Various ~~business~~risks ~~depends~~related onto the securitization of our loan receivables, including our ability to ~~successfully~~securitize ~~manage~~ our ~~credit~~loan ~~risk~~receivables on favorable terms or at all, ~~and~~the ~~failing~~occurrence toof doan soearly ~~may~~amortization ~~result~~event, inor ~~high~~lower ~~charge-off~~payment rates on such receivables would have a material adverse effect on our business, liquidity, cost of funds and financial condition.

•We may not be able to offset increases in our costs with decreased payments under our retailer share arrangements, which could reduce our profitability.

•Reductions in interchange fees and changes to the regulations governing such fees, could have a material adverse impact on our business and results of operations.

Legal Risks

•We have international operations that subject us to various international risks as well as increased compliance and regulatory risks and costs.

•If we are alleged to have infringed upon the intellectual property rights owned by others or are not able to protect our intellectual property, our business and results of operations could be adversely affected.

•Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses.

Regulatory Risks

•Our business is subject to government regulation, supervision, examination and enforcement, which could adversely affect our business, results of operations and financial condition.

•Ongoing changes to the regulatory framework applicable to us, including with respect to the CFPB, anti-money laundering and anti-terrorism financing laws, and our third party vendors have had, and may continue to have, a significant impact on our business, financial condition and results of operations.

•Failure by Synchrony and the Bank to meet applicable capital adequacy and liquidity requirements could limit our ability to pay dividends and repurchase our common stock or otherwise have a material adverse effect on us.

•Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities.

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Risk Factors Relating to Our Business

____________________________________________________________________________________________

The following discussion of risk factors contains “forward-looking statements,” as discussed in “Cautionary Note Regarding Forward-Looking Statements.” These risk factors, along with the additional risk factors in “Regulation—Risk Factors Relating to Regulation” on page 97, may be important to understanding any statement in this Annual Report on Form 10-K or elsewhere. The following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (MD&A), and the consolidated financial statements and related notes in “Consolidated Financial Statements and Supplementary Data” ~~and “Regulation—Risk Factors Relating to Regulation”~~ of this Form 10-K Report.

Our business routinely encounters and addresses risks, some of which will cause our future results to be different - sometimes materially different - than we anticipate. Discussion about important operational risks that our business encounters can be found in the business descriptions in “Our Business” and the MD&A section of this Form 10-K Report. The key categories of risks our business faces are macro-economic, strategic, operational, (including technological risk (~~including~~such as cybersecurity)), financial, legal and regulatory. Our reactions to material future developments as well as our competitors’ reactions to those developments will affect our future results.

Macroeconomic, Strategic and Operational Risks

Macroeconomic conditions could have a material adverse effect on our business, results of operations and financial condition.

Key macroeconomic conditions historically have affected our business, results of operations and financial condition and are likely to affect them in the future. Consumer confidence, affordability, inflation, unemployment, personal income, personal savings and access to other liquidity, housing prices and ~~values and~~ other economic indicators are among the factors that often impact consumer spending, ~~and~~ payment behavior, and demand for credit. Poor economic conditions reduce the usage of our credit cards and other financing products and the average purchase amount of transactions on our credit cards and through our other products, which, in each case, reduces our interest and fee income. We rely primarily on interest and fees on our loan receivables to generate our net earnings. Our interest and fees on our loan receivables was $21.67 billion for the year ended December 31, ~~2024~~2025. ~~Poor~~Adverse, uncertain or volatile economic conditions also adversely affect the ability and willingness of customers to pay amounts owed to us, increasing delinquencies, bankruptcies, settlements, charge-offs and allowances for credit losses ~~and settlements~~. For example, our over-30 day delinquency rate as a percentage of period-end loan receivables was 8.25% at December 31, 2009 during the financial crisis, compared to 4.7049% at December 31, ~~2024~~2025, and our full-year net charge-off rate was 11.26% for the year ended December 31, 2009, compared to 65.3165% for the year ended December 31, ~~2024~~2025. The assessment of our credit profile includes the evaluation of broader consumer and industry trends, such as payment behavior and overall indebtedness.

Economic growth in the United States can slow due to various factors, including low productivity, declining investments, limited access to credit, shrinking labor force, labor relations, concerns about the level of U.S. government debt, inflation, interest rates, tax rates, tariffs (including retaliatory tariffs in response to tariffs imposed by the United States), ~~and~~ monetary and/or fiscal actions, asand ~~well as~~ economic and political conditions in the U.S. and global markets, including international trade relations. Additionally, there is uncertainty regarding ~~the~~how ~~impact~~potential of changes in ~~the~~ U.S. ~~presidential~~executive, ~~administration~~legislative and ~~Congress~~regulatory onpolicies ~~fiscal,~~and ~~monetary~~priorities may impact the economy and ~~regulatory~~as ~~policy~~a result, the Company. A prolonged period of slow economic growth or a significant deterioration in economic conditions or broader consumer trends, including employment, wage growth, savings rates and consumer indebtedness, would likely affect consumer spending levels and the ability and willingness of customers to pay amounts owed to us, and could have a material adverse effect on our business, key credit trends, results of operations and financial condition. Further, while the effects of the COVID-19 pandemic have subsided, the impact of any future outbreaks, epidemics, pandemics or other public health or similar crises on our business remain uncertain and are difficult to predict.

Macroeconomic conditions may also cause net earnings to fluctuate and diverge from expectations of securities analysts and investors, who may have differing assumptions regarding the impact of these conditions on our business, and this may adversely impact our stock price.

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InTable ~~addition,~~of governments may implement regulations or investors and other stakeholders may adopt new investment policies or otherwise impose new expectations regarding sustainability, social or other topics that cause significant shifts in disclosure, commerce and consumption behaviors that may have negative impacts on our business and/or reputation.Contents

In addition, governments may implement regulations or investors and other stakeholders may adopt new investment policies or otherwise impose new expectations regarding sustainability, social or other topics that cause significant shifts in commerce and consumption behaviors that may have negative impacts on our business and/or reputation.

Our results of operations and growth depend on our ability to retain existing partners and attract new partners.

Substantially all of our revenue is generated from the credit products we provide to customers of our partners pursuant to program agreements we enter into with our partners. As a result, our results of operations and growth depend on our ability to retain existing partners and attract new partners. Historically, there has been turnover in our partners, and we expect this will continue in the future.

Many of the program agreements we have in place with our large partners and national and regional retailer and manufacturer partners are for multi-year terms. These program agreements generally permit us or our ~~partner~~partners to terminate the agreement prior to its scheduled termination date under certain circumstances. A partner may terminate an agreement for various reasons, including, in some cases, if we fail to meet certain service levels or change certain key cardholder terms or our credit criteria, we fail to achieve certain targets with respect to approvals of new customers as a result of changes in the credit criteria we use, ~~we elect not to increase the program size when the outstanding loan receivables under the program reach certain thresholds or we~~ are not adequately capitalized, certain force majeure events or changes in our ownership occur, or a material adverse change in our financial condition or a significant change in law occurs and the parties cannot agree on program changes to mitigate the economic impact to the impacted party. A few programs with national and regional retailer and manufacturer partners also may be terminated at will by the partner on specified notice to us (e.g., several months). In addition, programs with manufacturers, buying groups and industry associations generally are made available to certain partners such as individual retail outlets, dealers and merchants under dealer agreements, which typically may be terminated at will by us or our partner on short notice (e.g., 15 days).

There is significant competition for our existing partners, and our failure to retain our existing larger partner relationships upon the expiration or our earlier loss of a relationship upon the exercise of a partner’s early termination rights, or the expiration or termination of a substantial number of smaller partner relationships, could have a material adverse effect on our results of operations (including growth rates) and financial condition to the extent we do not acquire new partners of similar size and profitability or otherwise grow our business. In addition, existing relationships may be renewed with less favorable terms to the Company in response to, among other things, increased competition for such relationships. The competition for new partners is also significant, and our failure to attract new partners could adversely affect our ability to grow.

A significant percentage of our interest and fees on loans comes from relationships with a small number of large retail partners, and the loss of any of these partners could adversely affect our business and results of operations.

Our five largest programs based upon interest and fees on loans for the year ended December 31, ~~2024~~2025 were Amazon, ~~JCPenney,~~ Lowe’s, PayPal, ~~and~~ Sam’s Club and TJX Companies, Inc. These programs accounted in aggregate for 54% of our total interest and fees on loans for the year ended December 31, ~~2024~~2025, and 5152% of loan receivables at December 31, ~~2024~~2025. Our programs with Lowe's, PayPal, which includes our Venmo program, and Sam's Club, each accounted for more than 10% of our total interest and fees on loans for the year ended December 31, ~~2024~~2025. See “Our Business—Our Sales Platforms.”

The program agreements generally permit us or our partner to terminate the agreement prior to its scheduled termination date under various circumstances as described in the preceding risk factor. Some of our program agreements also provide that, upon expiration or termination, our partner may purchase or designate a third party to purchase the accounts and loans generated with respect to its program and all related customer data. The loss of any of our largest partners or a material reduction in the interest and fees we receive from their customers could have a material adverse effect on our results of operations and financial condition.

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Our business is heavily concentrated in U.S. consumer credit, and therefore our results are more susceptible to market fluctuations and legislative and regulatory developments in that market than a more diversified company.

Our business is heavily concentrated in the U.S. consumer credit industry. As a result, we are more susceptible to fluctuations and risks particular to U.S. consumer credit than a more diversified company. Our business is particularly sensitive to macroeconomic conditions that affect the U.S. economy, consumer spending and consumer credit. For example, beginning in the second half of 2022 and through 2024, we experienced moderation in payment rates due to lower consumer savings and other factors. To the extent that payment rates continue to moderate, we could see a decline and/or volatility in purchase volume, as well as increases in our delinquencies, net charge-off rate and allowance for credit losses. The extent of the impacts on U.S. consumer credit from these and other macroeconomic conditions is currently uncertain and dependent on various factors and could have a material adverse effect on our business, results of operations and financial condition. Additionally, we have implemented and may in the future implement measures to tighten credit access in response to certain consumer and economic indicators which have impacted and may in the future impact our financial performance, such as purchase volume and new accounts.

In addition, we are more susceptible to the risks of increased ~~regulations~~U.S. federal, state and local regulations, as well as legal and other regulatory actions that are targeted at or affect consumer credit or the specific consumer credit products that we offer (including pricing on our credit products, our ~~payment~~Payment ~~security~~Security program and promotional financing). For example, recent legislative and regulatory proposals have sought to limit pricing on consumer credit products. On March 5, 2024, the CFPB issued a final rule amending its regulations that implement the Truth in Lending Act to, among other things, lower the safe harbor dollar amount for credit card late fees from $30 to $8. Industry organizations challenged the final rule in court, and on April 15, 2025, the final rule was vacated. In anticipation that the final rule would become effective, we implemented a number of product, pricing and policy changes to adjust for the potential for a significant reduction in our late fee income. In 2025, we made minor modifications after discussions with our partners. These product, pricing and policy changes may subject us to a variety of risks, due to, among other things, shifts in partner and customer acceptance, as well as regulator scrutiny. In addition, our Health & Wellness platform is more susceptible to increased regulations and legal and other regulatory actions targeted at ~~healthcare~~health and wellness related procedures or services, in contrast to other industries. Our business concentration in U.S. consumer credit and susceptibility to associated legislative and regulatory actions could have a material adverse effect on our results of operations.

The CFPB's final rule on credit card late fees, if implemented, would likely materially adversely affect our business and results of operations.

On March 5, 2024, the CFPB issued a final rule amending its regulations that implement the Truth in Lending Act to, among other things, lower the safe harbor dollar amount for credit card late fees from $30 (adjusted to $41 for each subsequent late payment within the next six billing cycles) to $8 and eliminate the automatic annual inflation adjustment to such safe harbor dollar amount. The final rule, when effective, will result in a significant reduction in our interest and fees on loan receivables. Industry organizations have challenged the final rule in court. The final rule had an original effective date of May 14, 2024; however, on May 10, 2024, the United States District Court for the Northern District of Texas granted an injunction and stay of the final rule, and the injunction remains in effect. The ultimate outcome of this litigation and the impact on the final rule, including whether the final rule will become effective and if effective, the timing of implementation, is uncertain. We continue to closely monitor relevant developments and the impact on our business. If the final rule does not become effective, there is also a risk that new regulations relating to late fees may be proposed.

For the year ended December 31, 2024, interest income on loan receivables includes fees on loans, which primarily consist of late fees on our credit products, of $2.5 billion, net of reversals. A significant reduction in the late fees the Company charges would reduce our fees on loans and could also impact the competitiveness of our credit products and our ability and willingness to provide certain products and services, or to continue to offer our products to certain customers. In anticipation that the final rule will become effective, we have implemented a number of product, pricing and policy changes to adjust for the significant reduction in our late fee income. The effects of these changes have started to be reflected in our Consolidated Statement of Earnings for the year ended December 31, 2024. These changes may subject us to a variety of risks, due to, among other things, additional costs and partner, customer and other stakeholder acceptance.

Further, it will take time for these product, pricing and policy changes to offset the impact of a significant reduction in the late fees we charge and there can be no assurance that these changes will fully offset the impact. Additionally, we are unable to predict the impact the product, pricing and policy changes and the implementation of the final rule itself or the final rule not becoming effective, will have on our customers’ and overall consumer behavior, including in regard to our ability to retain existing customers and attract new customers.

Our inability to successfully manage the foregoing risks could result in harm to our reputation and our brand, as well as subject us to additional scrutiny from regulators and other stakeholders. If we are unable to continue to charge late fees at levels similar to those permitted under existing regulatory guidance or effectively offset the impacts of a significant reduction in the late fees we charge, there would be a material adverse effect on our business, results of operations and/or financial condition.

Our results depend, to a significant extent, on the active and effective promotion and support of our products by our partners.

Our partners generally accept most major credit cards and various other forms of payment, and therefore our success depends on their active and effective promotion of our products to their customers. We depend on our partners to integrate the use of our credit products into their physical and digital point-of-sale systems, to train their customer facing associates about our products, encourage their customers to apply for, and use, our products and otherwise effectively market our products through all physical and digital channels. In addition, although our programs with national and regional partners typically are exclusive with respect to the revolving credit products we offer at that partner, some programs and most Health & Wellness provider relationships are not exclusive to us, and therefore a partner may choose to promote a competitor’s financing over or alongside ours, depending upon cost, availability or attractiveness to consumers or other factors. Typically, we do not have, or utilize, any recourse against these non-exclusive partners when they do not prioritize the promotion of our products. Partners may also implement or fail to implement changes in their systems and technologies that may disrupt the integration between their systems and technologies and ours, which could disrupt or reduce the use of our products. The failure by our partners to effectively promote and support our products as well as changes they may make in their business models that negatively impact card usage could have a material adverse effect on our business and results of operations. In addition, if our partners engage in improper business practices, do not adhere to the terms of our program agreements or other contractual arrangements or standards, or otherwise diminish the value of our brand, we may suffer reputational damage and customers may be less likely to use our products, which could have a material adverse effect on our business and results of operations.

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Our results are impacted, to a significant extent, by the financial performance of our partners.

Our ability to generate new loans and the interest and fees and other income associated with them is dependent upon sales of merchandise and services by our partners. Our partners have, and may in the future, experience events that adversely impact their financial performance, including overall macroeconomic conditions. The retail and ~~healthcare~~health and wellness industries in which our partners operate are intensely competitive. Our partners compete with retailers and department stores in their own geographic areas, as well as direct to consumer and online or digital sales businesses. Our partners in the ~~healthcare~~health and wellness industry compete with other ~~healthcare~~health and wellness providers. Our partners’ sales may decrease or may not increase as we anticipate for various reasons, some of which are in the partners’ control and some of which are not. For example, partner sales may be adversely affected by macroeconomic conditions having a national, regional or more local effect on consumer spending; regulatory actions such as tariffs, as well as retaliatory tariffs in response to tariffs imposed by the United States; taxes that impact the cost of consumer goods; business conditions affecting the general retail environment, such as supply chain disruptions or the ability to maintain sufficient staffing levels, or a particular partner or industry; or catastrophes affecting broad or more discrete geographic areas. If our partners’ sales decline for any reason, it generally results in lower credit sales, and therefore lower loan volume and associated interest and fees and other income for us from their customers. In addition, if a partner closes some or all of its stores or locations, or becomes subject to a voluntary or involuntary bankruptcy proceeding (or if there is a perception that it may become subject to a bankruptcy proceeding), its customers who have used our financing products may have less incentive to pay their outstanding balances to us, which could result in higher charge-off rates than anticipated and our costs for servicing its customers’ accounts may increase. This risk is particularly acute with respect to our largest partners that account for a significant amount of our interest and fees on loans. See “—A significant percentage of our interest and fees on loans comes from relationships with a small number of partners, and the loss of any of these partners could adversely affect our business and results of operations.” Moreover, if the financial condition of a partner deteriorates significantly or a partner becomes subject to a bankruptcy proceeding, we may not be able to recover amounts due to us from the partner such as customer returns or customer payments made in partner stores. A decrease in sales by our partners for any reason or a bankruptcy proceeding involving any of them could have a material adverse impact on our business and results of operations.

65Competition for partner relationships in the consumer finance industry is intense.

~~Competition~~The insuccess ~~the~~of ~~consumer~~our ~~finance~~business ~~industry~~depends on our ability to retain existing partners and attract new partners. The competition for partners is intense and highly competitive across our product set. Our primary competitors for partners include major financial institutions, such as American Express, Bread Financial, Capital One/Discover, JPMorgan Chase, Citibank, TD Bank and Wells Fargo, as well as, financial technology companies, point-of-sale lending focused companies, and potential partners’ own in-house financing capabilities. 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. In addition, some of our competitors have been acquired, and others may in the future be acquired, by private-equity led consortia, which may expand the level of resources available to these competitors. We compete for partners on the basis of a number of factors, including financial and other terms, technological capabilities, underwriting capabilities, marketing expertise, service levels, product and service offerings (including incentive and loyalty programs), integration capabilities, brand and reputation. In addition, some of our competitors have a business model that allows for their partners to manage underwriting (e.g., new account approval), customer service and collections, and other core banking responsibilities that we retain but some partners may prefer to handle. As a result of competition, we may be unable to acquire new partners, lose existing relationships to competing companies or find it more costly to maintain our existing relationships.

The success of our business depends on our ability to retain existing partners and attract new partners. The competition for partners is intense and highly competitive across our product set. Our primary competitors for partners include major financial institutions, such as American Express, Bread Financial, Capital One, JPMorgan Chase, Citibank, TD Bank and Wells Fargo, and to a lesser extent, financial technology companies, point-of-sale lending focused companies, and potential partners’ own in-house financing capabilities. Some of our competitors are substantially larger, have substantially greater resources and may offer a broader range of products and services. In addition, some of our competitors have been acquired, and others may in the future be acquired, by private-equity led consortia, which may expand the level of resources available to these competitors. We compete for partners on the basis of a number of factors, including program financial and other terms, technological capabilities, underwriting capabilities, marketing expertise, service levels, product and service offerings (including incentive and loyalty programs), and integration, brand and reputation. In addition, some of our competitors have a business model that allows for their partners to manage underwriting (e.g., new account approval), customer service and collections, and other core banking responsibilities that we retain but some partners may prefer to handle. As a result of competition, we may be unable to acquire new partners, lose existing relationships to competing companies or find it more costly to maintain our existing relationships.63

InTable addition, new tech-enabled platforms have arisen to support our potential partners in scaling quickly. These include eCarts (e.g., Shopify and Magento), and independent software vendors (e.g., ServiceTitan). Building relationships with and integrating our offerings into these platforms is important to attract and retain certain types of new merchants (e.g., smaller digital merchants or specialty merchants such as contractors). If our competitors secure and maintain advantaged positions with these platforms, we may be unable to drive growth with merchants that leverage these platforms.Contents

~~Our~~In ~~success~~addition, ~~also~~new ~~depends~~tech-enabled onplatforms ~~our~~have ~~ability~~arisen to ~~attract~~support ~~and~~our ~~retain~~potential ~~customers~~partners ~~and~~in ~~generate~~scaling ~~usage~~quickly. ofThese ~~our~~include ~~products~~eCarts ~~by them~~(e.g., ~~The~~Shopify ~~consumer~~and ~~credit~~Magento), ~~and~~independent ~~payments~~software ~~industry~~vendors is(e.g., ~~highly~~ServiceTitan) ~~competitive~~and payment processors (e.g., Stripe and weAdyen), ~~face~~as anwell ~~increasingly~~as ~~dynamic~~multi-source ~~industry~~financing platforms, such as ~~emerging~~Versatile ~~technologies~~Credit ~~enter~~which ~~the~~we ~~marketplace~~acquired in October 2025. AsBuilding arelationships ~~form~~with ofand ~~payment,~~integrating our ~~products~~offerings ~~compete~~into ~~with~~these ~~cash,~~platforms ~~checks,~~is ~~debit~~important ~~cards,~~to ~~general~~attract ~~purpose~~and ~~credit~~retain ~~cards~~certain types of new merchants (~~including~~e.g., ~~Visa~~select larger, ~~MasterCard~~mid-size, ~~American~~and ~~Express~~smaller digital and ~~Discover~~non-digital ~~Card~~merchants or specialty merchants such as contractors). If our competitors secure and maintain advantaged positions with these platforms, ~~various~~we ~~forms~~may ofbe ~~consumer~~unable ~~installment~~to ~~loans~~drive growth with merchants that leverage these platforms. Further, ~~other~~technological ~~private~~advancements ~~label~~in ~~card~~ecommerce ~~brands~~may impact our ability to maintain existing relationships and/or acquire new relationships. For example, agentic commerce, which utilizes artificial intelligence ("AI") shopping agents to aact ~~certain~~on ~~extent,~~behalf ~~prepaid~~of ~~cards~~consumers and ~~all~~businesses, ~~forms~~is ofan ~~electronic~~emerging ~~payments.~~AI Intechnology that has the ~~future,~~ability weto ~~expect~~autonomously ~~our~~handle ~~products~~shopping ~~may~~tasks. ~~face~~AI ~~increased~~shopping ~~competitive~~agents ~~pressure~~are designed to ~~the~~discern ~~extent~~consumer ~~that~~intent ~~our~~and preferences, search and compare products, ~~are~~request ~~not~~financing options, orcompare dorewards, ~~not~~and ~~continue~~select what they perceive to be, ~~accepted~~the ~~in,~~optimal way for a consumer to purchase a product or ~~compatible~~service. ~~with~~If ~~digital~~our ~~wallet~~competitors ~~technologies~~secure ~~such~~and asmaintain ~~Apple~~advantaged ~~Pay,~~positions ~~Samsung~~with ~~Pay~~these new agent-driven purchase paths, ~~Android~~we ~~Pay~~may be unable to maintain our existing relationships or drive growth with consumers and ~~other~~merchants ~~similar~~that ~~technologies.~~leverage these capabilities.

WeIf may also face increased competition from current competitors or others who introduce or embrace disruptive technology that significantly changes the consumer credit and payment industry. We compete for customers and their usage of our products, and to minimize transfers to competitors of our customers’ outstanding balances, based on a number of factors, including pricing (interest rates and fees), product offerings, credit limits, incentives (including loyalty programs) and customer service. Although we offer a variety of consumer credit products, some of our competitors provide a broader selection of services, including home and automobile loans and other consumer banking services, which may position them better among customers who prefer to use a single financial institution to meet all of their financial needs. Some of our competitors are ~~substantially~~unable ~~larger than we are, which may give those competitors advantages, including a more diversified product and customer base, the ability~~ to ~~reach~~compete ~~out~~effectively tofor ~~more~~partners ~~customers and potential customers, operational efficiencies, more versatile technology platforms, broad-based local distribution capabilities and lower-cost funding. In addition, some of~~ our ~~competitors,~~business ~~including new~~ and ~~emerging~~results ~~competitors in the digital and mobile payments space, are not subject to the same regulatory requirements or legislative scrutiny to which we are subject. Non-bank providers~~ of ~~pay-over-time~~operations solutions, such as Affirm, Afterpay, Klarna and others, extend consumer credit-like offerings but do not face the same restrictions, such as capital requirements and other regulatory requirements, as banks, which also could ~~place~~be usmaterially atadversely ~~a competitive disadvantage~~affected. In addition, some larger technology focused companies, e.g., Apple and Google, and larger retailers, e.g., Walmart and Target, are now offering financial products sometimes in collaboration with our competitors. Customer attrition from any or all of our credit products or any lowering of the pricing of our products by reducing interest rates or fees in order to retain customers could reduce our revenues and, therefore, our earnings.

InCompetitive ~~addition,~~dynamics ~~companies~~in ~~that~~the ~~control access to~~ consumer credit and ~~merchant~~payments ~~payment~~industry ~~method~~may ~~choices~~adversely atimpact ~~the~~our ~~point-of-sale~~ability ~~or through digital wallets, commerce-related experiences, mobile applications or other technologies could choose not~~ to ~~accept,~~attract ~~suppress~~and ~~use~~retain ofcustomers, orand ~~degrade~~ the ~~experience~~utilization of ~~using~~ our products. Such companies could also require payments from us to participate in such digital wallets, experiences or applications or negotiate incentives or pricing concessions, impacting our profitability on transactions.

66Our success depends on our ability to attract and retain customers and generate ongoing usage of our products by them. As a form of payment, our products compete with cash, checks, debit cards, general purpose credit cards, various forms of consumer installment loans, other private label card brands and, to a certain extent, prepaid cards and all forms of electronic payments.

InAdditionally, ~~our~~emerging ~~retail~~digital ~~deposits business~~assets, wesuch ~~have~~as ~~acquisition~~stablecoins, ~~and~~may ~~servicing~~also ~~capabilities~~grow ~~similar~~ to ~~other~~become ~~direct~~an ~~banking~~alternative ~~competitors.~~form Weof ~~compete~~payment ~~for~~tender ~~deposits~~that competes with ~~traditional~~our ~~banks,~~payment ~~including~~products. ~~separately~~We ~~branded~~compete ~~direct~~for ~~banking~~customers ~~platforms~~and their usage of ~~traditional~~our ~~banks~~products, and ~~other~~to ~~banks~~minimize ~~that~~transfers ~~have~~to ~~direct~~competitors ~~banking~~of ~~models~~our ~~similar~~customers’ tooutstanding ~~ours~~balances, ~~such~~based ason ~~Ally~~a ~~Financial,~~number ~~American~~of ~~Express~~factors, ~~Barclays,~~including ~~Capital~~pricing ~~One~~(interest ~~360,~~rates ~~CIT,~~and ~~Citi~~fees), ~~Citizens~~product ~~Bank~~offerings, ~~Discover~~credit limits, ~~E-Trade~~incentives ~~and~~(including ~~Marcus~~loyalty byprograms) ~~Goldman~~and ~~Sachs~~customer service. ~~Competition~~Although ~~among~~we ~~direct~~offer ~~banks~~a isvariety ~~intense~~of ~~because~~consumer ~~online~~credit ~~banking~~products, ~~provides~~some ~~customers~~of ~~the~~our ~~ability~~competitors toprovide ~~rapidly~~a ~~deposit~~broader ~~and~~selection ~~withdraw funds and open and close accounts in favor~~ of ~~products and~~ services ~~offered by competitors. In addition~~, weincluding ~~compete~~home ~~for~~and ~~deposits~~automobile ~~with~~loans and other consumer ~~cash~~banking ~~alternatives~~services, ~~such~~which asmay ~~government~~position ~~money~~them ~~market~~better ~~funds~~among ~~offered~~customers bywho ~~brokerages.~~prefer ~~See “—Our inability~~ to ~~maintain~~use ora ~~grow~~single ~~our~~financial ~~deposits~~institution ~~in the future could materially adversely affect our liquidity and ability~~ to ~~grow~~meet ~~our~~all ~~business”~~of ~~for~~their ~~additional~~financial ~~information regarding the risks associated with our deposit business~~needs.

IfThe consumer credit and payments industry is highly competitive and we may also face increased competition from current competitors or others who introduce or embrace disruptive technology that significantly changes the industry. In the future, we expect our products may face increased competitive pressure to the extent that our products are ~~unable~~not accepted in, or compatible with, digital wallet technologies such as Apple Pay, Samsung Pay, Google Pay and other similar technologies. Companies that control access to ~~compete~~consumer ~~effectively~~and ~~for~~merchant ~~partners~~payment method choices at the point-of-sale or through digital wallets, ~~customer~~commerce-related ~~usage~~experiences, mobile applications or ~~deposits~~other technologies could choose not to accept, suppress use of, or degrade the experience of using our ~~business~~products. ~~and~~Such ~~results~~companies could also require payments from us to participate in such digital wallets, experiences or applications or negotiate incentives or pricing concessions, impacting our profitability on transactions. Additionally, AI shopping agents are transforming traditional ecommerce by augmenting human involvement in consumer purchases. In the future, shopping agents may autonomously manage the entire purchase on behalf of ~~operations~~a consumer, including the selection of the method of payment used at the point of sale, which in turn could beimpact ~~materially~~the ~~adversely~~utilization ~~affected~~of our products.

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Further, some of our competitors, including new and emerging competitors in the digital and mobile payments space, are not subject to the same regulatory requirements or legislative scrutiny to which we are subject. Non-bank providers of pay-over-time solutions, such as Affirm, Afterpay, Klarna and others, extend consumer credit-like offerings but do not face the same restrictions, such as capital requirements and other regulatory requirements, as banks, which also could place us at a competitive disadvantage. In addition, some larger technology focused companies, e.g., Apple and Google, and larger retailers offer financial products sometimes in collaboration with our competitors. Further, current and potential competitors may benefit from changes in the political and regulatory environment that reduce oversight and compliance obligations, as well as make it easier to obtain authorization to provide banking services and undertake significant transactions such as mergers and acquisitions. Customer attrition from any or all of our credit products or any lowering of the pricing of our products by reducing interest rates or fees in order to retain customers could reduce our revenues and, therefore, our earnings.

In our retail deposits business, we have acquisition and servicing capabilities similar to other direct banking competitors. We compete for deposits with traditional banks, including separately branded direct banking platforms of traditional banks and other banks that have direct banking models similar to ours, such as Ally Financial, American Express, Barclays, Capital One, CIT, Citi, E-Trade and Marcus by Goldman Sachs. Competition among direct banks is intense because online banking provides customers the ability to rapidly deposit and withdraw funds and open and close accounts in favor of products and services offered by competitors. New competitors, including non-bank alternatives, and technological advances seek to eliminate banks as intermediaries (i.e., disintermediation) which may result in the loss of deposits and customers, as well as a reduction in the demand for our products and services. In addition, we compete for deposits with other consumer cash alternatives such as government money market funds offered by brokerages. See “—Our inability to maintain or grow our deposits in the future could materially adversely affect our liquidity and ability to grow our business” for additional information regarding the risks associated with our deposit business.

If we are unable to compete effectively for deposits or customer usage of our credit product offerings our business and results of operations could be materially adversely affected.

We may be unable to successfully develop and commercialize new or enhanced products and services.

Our industry is subject to rapid and significant changes in technologies, products, services and consumer preferences. A key part of our financial success depends on our ability to develop and commercialize new products and services or enhancements to existing products and services, including with respect to loyalty programs, mobile and point-of-sale technologies, and Synchrony-branded bank deposit and credit products. Realizing the benefits of those products and services is uncertain. We may not assign the appropriate level of resources, priority or expertise to the development and commercialization of these new products, services or enhancements. Our ability to develop, acquire or commercialize competitive technologies, products or services on acceptable terms or at all may be limited by intellectual property rights that third parties, including competitors and potential competitors, may assert. In addition, success is dependent on factors such as partner and customer acceptance, adoption and usage, competition, the effectiveness of marketing programs, the availability of appropriate technologies and business processes and regulatory approvals. Success of a new product, service or enhancement also may depend upon our ability to deliver it on a large scale, which may require a significant investment, and we may not realize any benefits for many years.

We also may select, utilize and invest in technologies, products and services that ultimately do not achieve widespread adoption and therefore are not as attractive or useful to our partners, customers and service partners as we anticipate, or partners may not recognize the value of our new products and services or believe they justify any potential costs or disruptions associated with implementing them. In addition, because our products and services typically are marketed through our partners, if our partners are unwilling or unable to effectively implement our new technologies, products, services or enhancements, we may be unable to grow our business. Competitors may also develop or adopt technologies or introduce innovations that change the markets we operate in and make our products less competitive and less attractive to our partners and customers.

Our failure to successfully develop and commercialize new products, services or enhancements could have a material adverse effect on our business and results of operations.

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We may not realize the value of acquisitions, dispositions, strategic investments and strategic initiatives that we pursue and such transactions and initiatives could divert resources or introduce unforeseen risks to our business.

We have executed and may in the future execute strategic acquisitions, dispositions, partnerships or initiatives or make other strategic investments in businesses, products, technologies or platforms to enhance or grow our business from time to time. For example, we completed ~~the sale of Pets Best and~~ our acquisition of ~~Ally~~Versatile ~~Lending~~Credit in ~~March~~October ~~2024~~2025. These acquisitions, dispositions and strategic investments may divert management's time and resources, and introduce new costs, operational complexities or liabilities, including as a result of any transition arrangements and integration activities, which could impact our ability to grow or maintain acceptable performance.

We may be unable to integrate systems, personnel or technologies from our acquisitions and strategic investments. These acquisitions, dispositions and strategic investments may also present unforeseen legal, regulatory or other challenges that we may not be able to manage effectively. The planning and integration of an acquisition, including of a new partner or credit card portfolio, partnership or investment, may shift employee time and other resources away from other matters which could impair our ability to focus on our core business.

67New partnerships, acquisitions, dispositions, strategic investments and strategic initiatives may not perform as expected due to lack of acceptance by stakeholders, including partners, customers or employees, higher than forecasted costs or losses, lengthy transition periods, difficulties retaining key personnel, synergies or savings not being realized and a variety of other factors. This may result in a delay or unrealized benefit, or in some cases, increased costs or other unforeseen risks to our business.

~~New~~Cyber-attacks ~~partnerships, acquisitions, dispositions, strategic investments and strategic initiatives may not perform as expected due to lack of acceptance by partners, customers~~ or ~~employees, higher than forecasted costs or losses, lengthy transition periods, difficulties retaining key personnel, synergies or savings not being realized and a variety of~~ other ~~factors.~~security ~~This~~breaches ~~may~~could ~~result~~have in a ~~delay~~material oradverse ~~unrealized~~effect ~~benefit,~~on ~~or in some cases, increased costs or other unforeseen risks to~~ our business.

In the normal course of business, we collect, process and retain sensitive and confidential information regarding our partners and our customers. We also have arrangements in place with our partners and other third parties through which we share and receive information about their customers who are or may become our customers. Although we devote significant resources and management focus to maintaining the integrity of our systems and strength of our processes through information security and business continuity programs, our facilities and systems, and those of our partners and third-party service providers, are nonetheless vulnerable to external or internal security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, or other similar events. Security incidents or breaches have from time to time occurred and we and our partners and third-party service providers have experienced these events in the past and will likely continue to experience them in the future. These events could interrupt our business operations or result in significant legal and financial exposure, supervisory actions (including enforcement and financial penalties), damage to our reputation and our relationships with our partners and customers, or a loss of confidence in the security of our systems, products, and services. Additionally, while we maintain insurance coverage, such insurance coverage may not be sufficient to cover all losses or offset the impact of such events.

Information security risks for large financial institutions like us have increased recently in part because of the rise of new or expanded technologies such as generative artificial intelligence, the expanded use of the internet and telecommunications technologies (including mobile and cloud technologies) to conduct financial and other business transactions, increased remote working dynamics, and the increased sophistication and activities of organized crime, nation-state actors, perpetrators of fraud, hackers, terrorists and others. In addition to cyber-attacks or other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks against large financial institutions that are designed to disrupt key business services, such as consumer-facing web sites, via increasing use of ransomware technologies. Our business performance and marketing efforts may increase our profile and therefore our risk of being targeted for cyber-attacks and other security breaches, including attacks targeting our key business services, websites, executives, and partners. We are not able to anticipate or implement effective preventive measures against all security breaches of these types, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources. We employ detection, prevention and response mechanisms designed to identify, prevent, contain and mitigate security incidents, but these mechanisms may not be sufficient and early detection may be thwarted by sophisticated attacks and malware designed to avoid detection (e.g., use of generative artificial intelligence technologies) and the extent to which preventative measures may be effective may likewise be dependent on the sophistication and complexity of such attacks.

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We also face risks related to cyber-attacks and other security breaches in connection with credit card and deposit transactions that typically involve the transmission of sensitive information regarding our customers through various third-parties, including our partners, retailers that are not our partners where our Dual Cards and general purpose co-branded credit cards are used, merchant acquiring banks, payment processors, card networks (e.g., Visa and MasterCard) and our processors (e.g., Fiserv). Some of these parties have in the past been the target of security breaches and cyber-attacks, and because the transactions involve third parties and environments such as the point-of-sale that we neither control nor have the ability to secure, future security breaches or cyber-attacks affecting any of these third parties could impact us through no fault of our own, and in some cases, we may have exposure and suffer losses for breaches or attacks relating to them. We also rely on a number of other third-party service providers to conduct other aspects of our business operations on our behalf and face similar risks relating to them. There is heightened scrutiny from regulators on the degree of potential risk to financial institutions and their operations resulting from the engagement of third parties and how information security and resiliency risks are effectively managed, including cascading effects from the continued concentration of certain capabilities provided by a decreasing number of third parties. While we regularly conduct security assessments of critical third-party service providers using a risk based methodology, their information security protocols may not be sufficient enough to withstand all forms of cyber-attacks or other security breaches.

The access by unauthorized persons to, or the improper disclosure by us of, confidential information regarding our customers or our own proprietary information, software, methodologies and business secrets could interrupt our business operations or result in significant legal and financial exposure, regulatory actions (including enforcement and financial penalties), damage to our reputation or a loss of confidence in the security of our systems, products and services, all of which could have a material adverse impact on our business, financial condition and results of operations. In addition, there have been a number of well-publicized cyber-attacks or breaches directed at others in our industry that have heightened concern by consumers generally about the security of using credit cards, which have caused some consumers, including our customers, to use our credit cards less in favor of alternative methods of payment perceived to be more secure, and has led to increased regulatory focus on, and new regulations relating to, these matters. Further cyber-attacks or other breaches in the future, whether affecting us or others, could intensify consumer concern and regulatory focus and result in reduced use of our cards or other products and increased costs arising from, among other things new regulatory requirements relating to data security, all of which could have a material adverse effect on our business.

Fraudulent activity associated with our products and services could negatively impact our operating results, brand and reputation and cause the use of our products and services to decrease and our fraud losses to increase.

We are subject to the risk of fraudulent activity associated with partners, customers and third parties handling customer information. Our ~~fraud-related operational losses were $192 million, $288 million and $173 million for the years ended December 31, 2024, 2023 and 2022, respectively. Our~~ lending products are susceptible to application fraud, because, among other things, we provide immediate access to the credit line at the time of approval. In addition, sales on the internet and through mobile channels are becoming a larger part of our business and pose a greater fraudulent threat than sales made in stores. Dual Cards, general purpose, general purpose co-branded credit cards and private label credit cards are susceptible to different types of fraud, and, depending on our product channel mix, we may continue to experience variations in, or levels of, fraud-related expense that are different from or higher than that experienced by some of our competitors or the industry generally. We have experienced, and may in the future experience, higher incidence of fraudulent activity in connection with new product and program launches, merchant onboarding and changes implemented by partners to their point of sale and websites. Our funding products are ~~potentially~~ susceptible to different types of fraud, including transactional fraud given the size of deposit balances.

The risk of fraud continues to increase for the financial services industry in general, and credit card fraud, identity theft and related crimes are ~~already~~currently prevalent and are likely to become more prevalent as perpetrators grow more sophisticated. ~~Our resources~~Additionally, the growing sophistication of artificial intelligence technologies, ~~and~~such as generative artificial intelligence, may increase our susceptibility to fraud. ~~prevention~~For ~~tools~~example, perpetrators of fraud may use artificial intelligence to create convincing false identities and fictitious documents that are ~~not~~difficult ~~foolproof~~to detect. Our resources, technologies and fraud prevention tools may be insufficient to accurately detect and prevent all of the various forms and instances of fraud. High profile fraudulent activity also could negatively impact our brand and reputation, which could negatively impact the use of our cards and thereby have a material adverse effect on our results of operations. In addition, significant increases in fraudulent activity could lead to regulatory intervention (such as increased customer notification requirements), which could increase our costs and negatively impact our operating results, brand and reputation and could lead us to take additional steps to reduce fraud risk, which could increase our costs.

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The failure of third parties to provide various services that are important to our operations could have a material adverse effect on our business and results of operations.

Some services important to our business are outsourced to third-party vendors. For example, our principal technology and related services (including credit card transaction processing, production and related services (including the printing and mailing of customer statements)), and the platform for our online retail deposits are handled via a contractual arrangement with Fiserv. Fiserv, and, in some cases, other third-party vendors, are the sole source or one of a limited number of sources of the services they provide for us. It would be difficult and disruptive for us to replace certain of these third-party vendors, particularly Fiserv, in a timely or seamless manner if they were unwilling or unable to continue to provide us with these services in the future (as a result of the pace or level of investment in their business, their ability to execute and deliver enhancements, a deterioration of their financial or business conditions or otherwise), and our business and operations likely would be materially adversely affected. Our principal agreement with Fiserv for technology, production, and online retail deposits services expires in December 2030, unless it is terminated earlier or is extended pursuant to the terms thereof. In addition, if a third-party provider fails to provide the services we require, fails to meet contractual requirements, such as compliance with applicable laws and regulations, or suffers a cyber-attack or other security breach, our business could suffer economic and reputational harm that could have a material adverse effect on our business and results of operations.

~~Our~~Disruptions ~~remote~~in ~~work~~the ~~arrangements,~~operation ~~may~~of our and our outsourced partners' technology environments could have ana material adverse ~~impact~~effect on our business.

Our ability to deliver products and services to our partners and our customers, service our loans and otherwise operate our business and comply with applicable laws depends in large part on the efficient and uninterrupted operation of our computer systems, on premises data centers and cloud-based capabilities, as well as those of our partners and third-party service providers. Service interruptions in certain of these environments may be encountered at any time due to system or software failure resulting from events such as extreme weather conditions, natural disasters, cyber-attacks or other events. In addition, climate change may exacerbate certain of these threats, including the frequency and severity of weather-related events and other natural disasters. The implementation of technology changes and upgrades to maintain current and integrate new systems, such as our efforts to migrate certain operations to third-party cloud infrastructure platforms, may expose us to increasing risk of service interruptions, transaction processing errors and system conversion delays, including as a result of cyber or information security incidents, and may cause our failure to comply with applicable laws, all of which could have a material adverse effect on our business.

We expect that new technologies and business processes applicable to the consumer credit industry will continue to emerge, and these new technologies and business processes may be better than those we currently use. The pace of technology change is rapid and our industry is intensely competitive. We may not be able to deploy new technologies in a timely manner, including emerging technologies such as generative artificial intelligence and blockchain, where their adoption is rapidly accelerating, as critical systems and applications become obsolete and better ones become available or implement adequate controls to manage the risks associated with these technologies. Additionally, our competitors may successfully adopt or innovate new technologies or new uses of existing technology before we do, which could leave us at a competitive disadvantage. A failure to maintain current technology and business processes or effectively implement and maintain new technologies and business processes could cause disruptions in our operations or cause our products and services to be less competitive, all of which could have a material adverse effect on our business, financial condition and results of operations.

Our remote work arrangements may have an adverse impact on our business.

We have adopted remote work arrangements, on either a full-time or part-time basis, for a majority of our employee population. Employees who work from home rely on residential communication networks and internet providers that may not be as resilient as commercial networks and providers available in company office premises and may be more susceptible to service interruptions and cyber-attacks than commercial systems. Our business continuity and disaster recovery plans, which have been historically developed and tested with a focus on centralized delivery locations, may not work as effectively in a distributed work from home model, where such plans designed to address weather impacts, network and power grid downtime may not be available.

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Remote work by a majority of our employee population or not requiring our employees to work in an office or a specified location on a regular basis may impact our culture and employee engagement with our company. This could affect productivity and our ability to retain employees who are critical to our operations, as well as increase our costs, impact our financial results of operations and expose us to tax compliance risks within certain jurisdictions. In addition, an increase in work from home opportunities offered by other companies may create more job opportunities for employees and make it more difficult for us to attract and retain key talent.

If we are unable to continue to manage the work from home environment effectively to address these and other risks, our reputation and results of operations may be impacted.

~~Technological~~We ~~Risks~~have international operations that subject us to various international risks as well as increased compliance and regulatory risks and costs.

~~Cyber~~We have international operations, primarily in India and the Philippines, and some of our third-~~attacks~~party orservice providers provide services to us from other ~~security~~countries, ~~breaches~~all of which subject us to a number of international risks, including, among other things, sovereign volatility and socio-political instability. For example, the Philippines has in the past experienced severe political and social instability. Any future political or social instability in the countries in which we operate could have a material adverse effect on our business operations.

InU.S. ~~the~~regulations ~~normal~~also ~~course~~govern ofvarious ~~business,~~aspects weof ~~collect,~~the ~~process~~international ~~and~~activities ~~retain~~of ~~sensitive~~domestic corporations and ~~confidential~~increase ~~information regarding~~ our ~~partners~~compliance and ~~our~~regulatory ~~customers.~~risks ~~We also have arrangements in place with our partners~~ and ~~other~~costs. ~~third~~Further, ~~parties~~future ~~through~~U.S. ~~which~~legislative weor ~~share~~regulatory ~~and~~actions ~~receive~~may ~~information~~impose ~~about~~heightened ~~their~~requirements ~~customers who are~~ or ~~may~~restrictions ~~become~~on our ~~customers.~~international ~~Although~~operations weand, ~~devote~~in ~~significant~~turn, ~~resources~~subject ~~and~~us ~~management focus~~ to ~~maintaining~~additional ~~the~~compliance ~~integrity of our systems~~ and ~~strength~~regulatory ofrisks, ~~our~~as ~~processes~~well ~~through~~as ~~information~~increased ~~security~~costs. ~~and~~Any ~~business~~failure ~~continuity~~on ~~programs,~~ our ~~facilities~~part ~~and~~or ~~systems,~~the ~~and~~part ~~those~~ of our ~~partners and third-party~~ service providers, ~~are nonetheless vulnerable~~ to ~~external~~comply orwith ~~internal~~applicable ~~security~~U.S. ~~breaches~~regulations, ~~acts~~as ofwell ~~vandalism,~~as ~~computer~~the ~~viruses,~~regulations misplaced or lost data, programming or human errors, or other similar events. Security incidents or breaches have from time to time occurred and we and our partners and third-party service providers have experienced all of these events in the ~~past~~countries and ~~expect~~markets ~~to continue to experience them~~ in ~~the~~which ~~future.~~we ~~These events could interrupt our business~~ or ~~operations~~they operate, could result in ~~significant legal and financial exposure~~fines, ~~supervisory liability~~penalties, ~~damage~~injunctions toor ~~our~~other ~~reputation~~similar ~~and~~restrictions, ~~our~~any ~~relationships~~of ~~with~~which ~~our~~could ~~partners~~have ~~and customers, or~~ a ~~loss~~material ofadverse ~~confidence~~effect inon ~~the security of~~ our ~~systems~~business, ~~products~~results ~~and services. Additionally, while we maintain insurance coverage that, subject to applicable terms and conditions, may cover certain aspects~~ of ~~cybersecurity~~operations and ~~information~~financial ~~risks, such insurance coverage may not be sufficient to cover all losses or offset the impact of such events~~condition.

Information security risks for large financial institutions like us have increased recently in part because of new or expanded technologies such as artificial intelligence, the expanded use of the internet and telecommunications technologies (including mobile, other connected devices and cloud technologies) to conduct financial and other business transactions, increased remote working dynamics, and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others. In addition to cyber-attacks or other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks against large financial institutions that are designed to disrupt key business services, such as consumer-facing web sites, via increasing use of ransomware technologies. Our business performance and marketing efforts may increase our profile and therefore our risk of being targeted for cyber-attacks and other security breaches, including attacks targeting our key business services, websites, executives, and partners. We are not able to anticipate or implement effective preventive measures against all security breaches of these types, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources. We employ detection, prevention and response mechanisms designed to identify, contain and mitigate security incidents, but early detection may be thwarted by sophisticated attacks and malware designed to avoid detection and the extent to which preventative measures may be effective may likewise be dependent on the sophistication and complexity of attacks.

We also face risks related to cyber-attacks and other security breaches in connection with credit card and deposit transactions that typically involve the transmission of sensitive information regarding our customers through various third-parties, including our partners, retailers that are not our partners where our Dual Cards and general purpose co-branded credit cards are used, merchant acquiring banks, payment processors, card networks (e.g., Visa and MasterCard) and our processors (e.g., Fiserv). Some of these parties have in the past been the target of security breaches and cyber-attacks, and because the transactions involve third parties and environments such as the point-of-sale that we neither control nor have the ability to secure, future security breaches or cyber-attacks affecting any of these third parties could impact us through no fault of our own, and in some cases, we may have exposure and suffer losses for breaches or attacks relating to them. We also rely on numerous other third-party service providers to conduct other aspects of our business operations and face similar risks relating to them. While we regularly conduct security assessments of critical third-party service providers using a risk based methodology, their information security protocols may not be sufficient enough to withstand all forms of cyber-attacks or other security breaches.

The access by unauthorized persons to, or the improper disclosure by us of, confidential information regarding our customers or our own proprietary information, software, methodologies and business secrets could interrupt our business or operations, result in significant legal and financial exposure, regulatory limitations and liability, damage to our reputation or a loss of confidence in the security of our systems, products and services, all of which could have a material adverse impact on our business, financial condition and results of operations. In addition, there have been a number of well-publicized cyber-attacks or breaches directed at others in our industry that have heightened concern by consumers generally about the security of using credit cards, which have caused some consumers, including our customers, to use our credit cards less in favor of alternative methods of payment perceived to be more secure, and has led to increased regulatory focus on, and new regulations relating to, these matters. Further cyber-attacks or other breaches in the future, whether affecting us or others, could intensify consumer concern and regulatory focus and result in reduced use of our cards or other products and increased costs arising from, among other things new regulatory requirements relating to data security, all of which could have a material adverse effect on our business.

Disruptions in the operation of our and our outsourced partners' technology environments could have a material adverse effect on our business.

Our ability to deliver products and services to our partners and our customers, service our loans and otherwise operate our business and comply with applicable laws depends in large part on the efficient and uninterrupted operation of our computer systems, on premises data centers and cloud-based capabilities, as well as those of our partners and third-party service providers. Service interruptions in certain of these environments may be encountered at any time due to system or software failure resulting from events such as, extreme weather conditions, natural disasters, cyber-attacks or other reasons. In addition, climate change may exacerbate certain of these threats, including the frequency and severity of weather-related events and other natural disasters. The implementation of technology changes and upgrades to maintain current, and integrate new, systems, such as our efforts to migrate certain operations to third-party cloud infrastructure platforms, may expose us to increasing risk of service interruptions, transaction processing errors and system conversion delays, including as a result of cyber or information security incidents, and may cause our failure to comply with applicable laws, all of which could have a material adverse effect on our business.

We expect that new technologies and business processes applicable to the consumer credit industry will continue to emerge, and these new technologies and business processes may be better than those we currently use. The pace of technology change is rapid and our industry is intensely competitive. We may not be able to timely deploy new technologies, including emerging technologies such as generative artificial intelligence and blockchain, where their adoption is rapidly accelerating, as critical systems and applications become obsolete and better ones become available or implement adequate controls to manage the risks associated with these technologies. Additionally, our competitors may successfully adopt or innovate new technologies or new uses of existing technology before we do, which could leave us at a competitive disadvantage. A failure to maintain current technology and business processes or effectively implement and maintain new technologies and business processes, could cause disruptions in our operations or cause our products and services to be less competitive, all of which could have a material adverse effect on our business, financial condition and results of operations.

Financial Risks

Our allowance for credit losses may prove to be insufficient to cover losses on our loans.

We maintain an allowance for credit losses (ain ~~reserve~~accordance ~~established~~with ~~through~~U.S. aGAAP, ~~provision~~known ~~for~~as ~~credit~~CECL, ~~losses charged~~ to ~~expense) that we believe is appropriate to~~ provide for expected credit losses for the life of our loan portfolio., Inincluding ~~addition,~~acquired ~~for~~loan portfolios. weUpon ~~acquire~~origination ~~when~~of wea ~~enter~~loan ~~into~~portfolio, ~~new~~the ~~partner~~estimate ~~program~~of ~~agreements we are required to establish an allowance for~~ expected credit losses, ~~for~~and ~~the~~any ~~life of the acquired loan portfolio. Any~~ subsequent ~~deterioration~~changes into ~~the~~such ~~performance~~estimate, ofare ~~the~~recorded ~~purchased~~through ~~portfolios~~Provision ~~after~~for ~~acquisition results in incremental~~ credit ~~loss~~losses ~~reserves. Growth~~ in our ~~loan~~Consolidated ~~portfolio~~Statements ~~generally~~of ~~would also lead to an increase in the allowance for credit losses~~Earnings.

The process for establishing an allowance for credit losses is critical to our results of operations and financial condition, and requires sophisticated models and judgments, including forecasts of economic conditions. ~~We utilize an impairment model in accordance with U.S. GAAP, known as the~~ CECL ~~model. The CECL model~~ requires, ~~upon~~us ~~origination~~to ofestimate ~~a loan, the recognition of all~~ expected credit losses over the life of the loan based on historical experience, current conditions and reasonable and supportable forecasts. ~~Changes~~We inmay ~~economic~~underestimate ~~conditions~~our ~~affecting~~expected ~~borrowers,~~losses ~~new~~and ~~information~~fail ~~regarding~~to ~~our~~maintain ~~loans~~an ~~and~~allowance ~~other~~for ~~factors,~~credit ~~both~~losses ~~within~~sufficient ~~and~~to ~~outside~~account offor ~~our~~these ~~control~~losses. In addition, we may require an increase in the allowance for credit losses. Weand/or ~~may~~recognize ~~underestimate~~further ~~our~~losses ~~expected~~due ~~losses~~to changes in current and/or ~~fail~~expected toeconomic ~~maintain~~conditions anaffecting ~~allowance~~borrowers, ~~for~~new ~~credit~~information ~~losses~~regarding ~~sufficient~~our toloans ~~account~~and ~~for~~other ~~these~~factors, ~~losses.~~both Ifwithin ~~the~~and outside of our control, as well as if our loans do not perform as anticipated. In addition, wegrowth ~~may~~in beour ~~required~~loan toportfolio ~~increase~~generally ~~our~~would ~~allowances~~also onlead ~~these~~to ~~loans~~an ~~and/or~~increase ~~recognize~~in ~~further~~the allowance for credit losses.

We ~~will~~ continue to periodically review and enhance our current methodology, models and the underlying assumptions, estimates and assessments we use to establish our allowance for credit losses to reflect our view of current conditions and reasonable and supportable forecasts. Moreover, our regulators, as part of their supervisory function, periodically review our methodology, models and the underlying assumptions, estimates and assessments we use for calculating, and the adequacy of, our allowance for credit losses, and based on their judgment, may conclude that we should modify our current methodology, models or the underlying assumptions, estimates and assessments, increase our allowance for credit losses and/or recognize further losses. We will implement further enhancements or changes to our methodology, models and the underlying assumptions, estimates and assessments, as needed.

Our credit loss reserves may not be sufficient to cover actual losses. Future increases in the allowance for credit losses or actual losses (as a result of any review, update, regulatory guidance or otherwise) will result in a decrease in net earnings and capital and could have a material adverse effect on our business, results of operations and financial condition.69

IfTable ~~assumptions or estimates we use in preparing our financial statements, including those related to the CECL accounting guidance, are incorrect or are required to change, our reported results~~ of ~~operations and financial condition may be adversely affected.~~Contents

WeOur ~~are required to make various assumptions and estimates in preparing our financial statements under GAAP, primarily including for purposes of determining our~~ allowance for credit losses ~~and~~may ~~for~~not ~~fair~~be ~~value~~sufficient ~~measurements, as well as other areas such as, reserves related~~ to ~~litigation~~cover ~~and~~actual ~~other contingencies, valuation allowances on deferred income tax assets and determining liabilities for income taxes~~losses. ~~Our~~Future ~~most~~increases ~~critical estimate used~~ in ~~preparing our financial statements is~~ the ~~determination of our~~ allowance for credit losses, ~~which~~or ~~was~~actual ~~$10.9~~losses ~~billion~~(as ~~at December 31, 2024. Upon origination of~~ a ~~loan,~~result ~~the estimate~~ of ~~expected credit losses, and~~ any ~~subsequent changes to such estimate~~review, are recorded through provision for credit losses in our Consolidated Statements of Earnings. Fair value measurements utilized in preparing our financial statements include business acquisitions and dispositionsupdate, ~~such~~regulatory asguidance ~~our~~or ~~acquisition~~otherwise) ofwill ~~Ally~~result ~~Lending~~ in ~~March 2024, as well as other areas such as determining the fair value of debt securities and asset impairment evaluations. As~~ a ~~result,~~decrease ~~any subsequent changes we make to these underlying assumptions and estimates may result~~ in anet ~~material~~earnings ~~adverse impact to our results of operations~~ and ~~the Company’s ability to return~~ capital ~~to our shareholders. In addition, significant assumptions~~ and estimates are involved in determining certain disclosures required under GAAP, including those involving the fair value of our financial assets and financial liabilities carried at other than fair value in our Consolidated Statement of Financial Position. If the assumptions or estimates underlying our financial statements are incorrect or are required to change, the actual amounts realized on transactions and balances subject to those estimates will be different, and this could have a material adverse effect on our business, results of operations and financial condition.

71If assumptions or estimates we use in preparing our financial statements, including those related to our allowance for credit losses, are incorrect or are required to change, our reported results of operations and financial condition may be adversely affected.

We are required to make various assumptions and estimates in preparing our financial statements under U.S. GAAP, including for purposes of determining our allowance for credit losses and for fair value measurements, as well as other areas such as reserves related to litigation and other contingencies, valuation allowances on deferred income tax assets and determining liabilities for income taxes. Our most critical estimate used in preparing our financial statements is the determination of our allowance for credit losses, discussed in the preceding risk factor, which was $10.4 billion at December 31, 2025. Fair value measurements utilized in preparing our financial statements include business acquisitions and dispositions, as well as other areas such as determining the fair value of debt securities and asset impairment evaluations. In addition, significant assumptions and estimates are involved in determining certain disclosures required under U.S. GAAP, including those involving the fair value of our financial assets and financial liabilities carried at other than fair value in our Consolidated Statement of Financial Position. If the assumptions or estimates underlying our financial statements are incorrect or are required to change, the actual amounts realized on transactions and balances subject to those estimates will be different, and this could have a material adverse effect on our results of operations and financial condition.

For additional information on the key areas for which assumptions and estimates are used in preparing our financial statements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” and Note 2. Basis of Presentation and Summary of Significant Accounting Policies to our consolidated financial statements.

Adverse financial market conditions or our inability to effectively manage our funding and liquidity risk could have a material adverse effect on our funding, liquidity and ability to meet our obligations.

We need to effectively manage our funding and liquidity in order to meet our cash requirements such as day-to-day operating expenses, extensions of credit to our customers, payments of principal and interest on our borrowings and payments on our other obligations. Our primary sources of funding and liquidity are collections from our customers, deposits, funds from securitized financings and proceeds from unsecured borrowings. If we do not have sufficient liquidity, we may not be able to meet our obligations, particularly during a liquidity stress event. If we maintain or are required to maintain too much liquidity, it could be costly and reduce our financial flexibility.

We will need additional financing in the future to refinance any existing debt and finance growth of our business. The availability of additional financing will depend on a variety of factors such as financial market conditions generally, including the availability of credit to the financial services industry, consumers’ willingness to place money on deposit in the Bank, our performance and credit ratings and the performance of our securitized portfolios. Disruptions, uncertainty or volatility in the capital, credit or deposit markets, such as the uncertainty and volatility experienced in the capital and credit markets during periods of financial stress and other economic and political conditions in the global markets and concerning the level of U.S. government debt and fiscal measures that may be taken over the longer term to address these matters, may limit our ability to obtain additional financing or refinance maturing liabilities on desired terms (including funding costs) in a timely manner or at all. As a result, we may be forced to delay obtaining funding or be forced to issue or raise funding on undesirable terms, which could significantly reduce our financial flexibility and cause us to contract or not grow our business, all of which could have a material adverse effect on our results of operations and financial ~~conditions~~condition.

In addition, at December 31, 2024, we had an aggregate of $2.6 billion of undrawn credit facilities, subject to customary borrowing conditions, from private lenders under our securitization programs and an unsecured revolving credit facility. Our ability to draw on such commitments is subject to the satisfaction of certain conditions, including the applicable securitization trust having sufficient collateral to support the draw and the absence of an early amortization event. Moreover, there are regulatory reforms that have been proposed or adopted in the United States and internationally that are intended to address certain issues that affected banks in the last financial crisis. These reforms, generally referred to as “Basel III,” subject banks to more stringent capital, liquidity and leverage requirements. To the extent that the Basel III requirements result in increased costs to the banks providing undrawn committed capacity under our securitization programs, these costs are likely to be passed on to us. In addition, in response to Basel III, some banks in the market (including certain of the private lenders in our securitization programs) have added provisions to their credit agreements permitting them to delay disbursement of funding requests for 30 days or more. If our bank lenders require delayed disbursements of funding and/or higher pricing for committing undrawn capacity to us, our cost of funding and access to liquidity could be adversely affected.70

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In addition, at December 31, 2025, we had an aggregate of $2.1 billion of undrawn credit facilities, subject to customary borrowing conditions, from private lenders under our securitization programs. Our ability to draw on such commitments is subject to the satisfaction of certain conditions, including the applicable securitization trust having sufficient collateral to support the draw and the absence of an early amortization event. Moreover, there are regulatory reforms that have been proposed in the United States and adopted internationally, generally referred to as “Basel III,” that may result in increased costs to the banks providing undrawn committed capacity under our securitization programs; costs these banks would likely pass on to us. In addition, in response to Basel III, some banks in the market (including certain of the private lenders in our securitization programs) have added provisions to their credit agreements permitting them to delay disbursement of funding requests for 30 days or more. If our bank lenders require delayed disbursements of funding and/or higher pricing for committing undrawn capacity to us, our cost of funding and access to liquidity could be adversely affected.

While financial market conditions are generally stable, significant disruptions, uncertainties and volatility may occur in the future. If we are unable to continue to finance our business, access capital markets and attract deposits on favorable terms and in a timely manner, or if we experience an increase in our borrowing costs or otherwise fail to manage our liquidity effectively, our results of operations and financial condition may be materially adversely affected.

Our business depends on our ability to successfully manage our credit risk, and failing to do so may result in high charge-off rates.

Our success depends on our ability to manage our credit risk while attracting new customers with profitable usage patterns. We select our customers, manage their accounts and establish terms and credit limits using proprietary scoring models, data and other analytical techniques that are designed to set terms and credit limits to appropriately compensate us for the credit risk we accept, while encouraging customers to use their available credit. The models and approaches we use to manage our credit risk may not accurately predict future behaviors, including usage, payments and charge-offs for various reasons discussed in the preceding risk factors.

Our ability to manage credit risk and avoid high charge-off rates also may be adversely affected by economic conditions that may be difficult to predict, such as a recession. The assessment of our credit profile includes the evaluation of portfolio mix, account maturation, as well as broader consumer and industry trends, such as payment behavior and overall indebtedness. See “Management's Discussion and Analysis—Results of Operations—Business Trends and Conditions” for further discussion of our expectations of future credit trends in the near term. Credit trends may deteriorate materially from our expectations if economic conditions were to deteriorate beyond what we currently expect.

In addition, we remain subject to conditions in the consumer credit environment. Our credit underwriting and risk management strategies are used to manage our credit exposures; however, such strategies may not enable us to avoid high charge-off levels or delinquencies, and our allowance for credit losses may not be sufficient to cover actual losses.

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A customer’s ability to repay us can be negatively impacted by increases in their payment obligations to other lenders under mortgage, credit card and other loans (including student and auto loans). These changes can result from increases in base lending rates, structured increases in payment obligations, or the resumption of payments post deferral, and could reduce the ability of our customers to meet their payment obligations to other lenders and to us. Further, the increasing utilization of pay-over-time solutions offered by non-bank providers, such as Affirm, Afterpay and Klarna, may increase consumer default rates and reduce our customers' ability to repay us and other lenders. In addition, a customer’s ability to repay us can be negatively impacted by the restricted availability of credit to consumers generally, including reduced and closed lines of credit. Customers with insufficient cash flow to fund daily living expenses and lack of access to other sources of credit may be more likely to increase their card usage and ultimately default on their payment obligations to us, resulting in higher credit losses in our portfolio. Our collection operations may not compete effectively to secure more of customers’ diminished cash flow as compared to our competitors. We may not identify customers who are likely to default on their payment obligations to us and therefore may not reduce our exposure by closing credit lines and restricting authorizations quickly enough, which could have a material adverse effect on our business, results of operations and financial condition. In addition, our collection strategy depends in part on the sale of debt to third-party buyers. Regulatory or other factors may adversely affect the pricing of our debt sales or the performance of our third-party buyers, which may result in higher net credit losses in our portfolio. At December 31, 2025, 26% of our loan receivables were from customers with a VantageScore credit score of 650 or less (excluding unrated accounts), who typically have higher delinquency and credit losses than customers with higher credit scores.

Our ability to manage credit risk also may be adversely affected by legal or regulatory changes (such as bankruptcy laws and minimum payment regulations) and collection regulations, competitors’ actions and consumer behavior, as well as inadequate collections staffing, techniques, models and performance of vendors such as collection agencies.

Our inability to maintain or grow our deposits in the future could materially adversely affect our liquidity and ability to grow our business.

We obtain deposits directly from retail and commercial customers or through brokerage firms that offer our deposit products to their customers. At December 31, ~~2024~~2025, we had $7275.32 billion in direct deposits and $95.89 billion in deposits originated through ~~brokerage~~third-party firms (including network deposit sweeps procured through a program arranger who channels ~~brokerage~~ account deposits to us). A key part of our liquidity plan and funding strategy is to continue to fund our growth through direct deposits.

72The deposit business is highly competitive, with intense competition in attracting and retaining deposits. We compete on the basis of the rates we pay on deposits, the features and benefits of our products, the quality of our customer service and the competitiveness of our digital banking capabilities. Our ability to originate and maintain retail deposits is also highly dependent on the products we offer, the strength of the Bank and the perceptions of consumers and others of our business practices and our financial health. Adverse perceptions regarding our reputation could lead to difficulties in attracting and retaining deposits accounts. Negative public opinion could result from, among other things, actual or alleged conduct in a number of areas, including lending practices, the composition of our deposit base, regulatory compliance, inadequate protection of customer information or sales and marketing activities, and from actions taken by regulators or others in response to such conduct.

The deposit business is highly competitive, with intense competition in attracting and retaining deposits. We compete on the basis of the rates we pay on deposits, features and benefits of our products, the quality of our customer service and the competitiveness of our digital banking capabilities. Our ability to originate and maintain retail deposits is also highly dependent on the products we offer, the strength of the Bank and the perceptions of consumers and others of our business practices and our financial health. Adverse perceptions regarding our reputation could lead to difficulties in attracting and retaining deposits accounts. Negative public opinion could result from, among other things, actual or alleged conduct in a number of areas, including lending practices, the composition of our deposit base, regulatory compliance, inadequate protection of customer information or sales and marketing activities, and from actions taken by regulators or others in response to such conduct.

The demand for the deposit products we offer may also be reduced due to a variety of factors, such as demographic patterns, macroeconomic shocks, significant changes in the level of interest rates, changes in customer preferences, reductions in consumers’ disposable income, regulatory actions that decrease customer access to particular products or the availability of competing products which may offer more features or perceived benefits than the Bank's products. Competition from other financial services firms and others that use deposit funding products may affect deposit renewal rates, costs or availability. Changes we make to the rates offered on our deposit products may affect our profitability and liquidity.

InSince 2022, we ~~launched~~have apartnered ~~partnership~~ with PayPal Holdings Inc. to offer demand savings accounts exclusively to PayPal customers. This is, and other future affiliate banking products could become, an important source of funding and liquidity to the Bank. To the extent such partnerships are dissolved, the Bank may need to find suitable replacement sources of that funding and liquidity at potentially higher costs.

The Federal Deposit Insurance Act (the “FDIA”) prohibits an insured bank from accepting brokered deposits or offering interest rates on any deposits significantly higher than the prevailing rate in the bank’s normal market area or nationally (depending upon where the deposits are solicited), unless it is “well capitalized,” or it is “adequately capitalized” and receives a waiver from the FDIC. A bank that is “adequately capitalized” and accepts brokered deposits under a waiver from the FDIC may not pay an interest rate on any deposit in excess of 75 basis points over certain prevailing market rates. There are no such restrictions under the FDIA on a bank that is “well capitalized” and at December 31, 2024, the Bank met or exceeded all applicable requirements to be deemed “well capitalized” for purposes of the FDIA. However, the Bank may not be able to continue to meet those requirements. Limitations on the Bank’s ability to accept brokered deposits for any reason (including regulatory limitations on the amount of brokered deposits in total or as a percentage of total assets) in the future could materially adversely impact our funding costs and liquidity. See also “Regulation—Savings Association Regulation” for additional discussion regarding restrictions and risks related to brokered deposits. Any limitation on the interest rates the Bank can pay on deposits could competitively disadvantage us in attracting and retaining deposits and have a material adverse effect on our business.72

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The FDIA prohibits an insured bank from accepting brokered deposits or offering interest rates on any deposits significantly higher than the prevailing rate in the bank’s normal market area or nationally (depending upon where the deposits are solicited), unless it is “well capitalized,” or it is “adequately capitalized” and receives a waiver from the FDIC. A bank that is “adequately capitalized” and accepts brokered deposits under a waiver from the FDIC may not pay an interest rate on any deposit in excess of 75 basis points over certain prevailing market rates. There are no such restrictions under the FDIA on a bank that is “well capitalized” and at December 31, 2025, the Bank met or exceeded all applicable requirements to be deemed “well capitalized” for purposes of the FDIA. However, the Bank may not be able to continue to meet those requirements. Limitations on the Bank’s ability to accept brokered deposits for any reason (including regulatory limitations on the amount of brokered deposits in total or as a percentage of total assets) in the future could materially adversely impact our funding costs and liquidity. Any limitation on the interest rates the Bank can pay on deposits could competitively disadvantage us in attracting and retaining deposits and have a material adverse effect on our business.

Changes in market interest rates could have a material adverse effect on our net earnings, funding and liquidity.

Changes in market interest rates cause our net interest income to increase or decrease, as certain of our assets and liabilities carry interest rates that fluctuate with market benchmarks. At December 31, ~~2024~~2025, 6253% of our loan receivables were priced at a fixed interest rate to the customer, with the remaining 3847% at a floating interest rate. We fund our assets with a combination of fixed rate and floating rate funding sources that include deposits, asset-backed securities and unsecured debt. The interest rate benchmark for our floating rate assets and the interest rate benchmark for our floating rate liabilities could reset at different times or could diverge, leading to mismatches in the interest rates on our floating rate assets and floating rate liabilities.

Competitive and regulatory factors may limit our ability to raise interest rates on our loans or lower them on our liabilities. In addition, some of our program agreements limit the rate of interest we can charge to customers. If interest rates were to rise materially over a sustained period of time, like we experienced during 2022 and 2023, and we are unable to sufficiently raise our interest rates in a timely manner, or at all, our net interest margin could be adversely impacted, which could have a material adverse effect on our net earnings. Further, if interest rates were to decline materially and we are unable to reprice our liabilities, this could also adversely impact our net interest margin and net earnings.

Interest rates may also adversely impact our customers’ spending levels and ability and willingness to pay amounts owed to us. Our floating rate credit products bear interest at rates that fluctuate with the prime rate. Higher interest rates often lead to higher payment obligations by customers to us and other lenders under mortgage, credit card and other consumer loans, which may reduce our customers’ ability to remain current on their obligations to us and therefore lead to increased delinquencies, bankruptcies, charge-offs, allowances for credit losses, and decreasing recoveries, all of which could have a material adverse effect on our net earnings.

We assess our interest rate risk by estimating the net interest income impact of various interest rate scenarios. We take risk mitigation actions based on those assessments. Changes in interest rates could materially reduce our net interest income and our net earnings, and could also increase our funding costs and reduce our liquidity, especially if actual conditions turn out to be materially different from our assumptions. For a discussion of interest rate risk sensitivities, see “Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk.”

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A reduction in our credit ratings could materially increase the cost of our funding from, and restrict our access to, the capital markets.

Synchrony's senior unsecured debt currently is rated BBB- (~~positive~~stable outlook) by Fitch Ratings, Inc. (“Fitch”) and BBB- (stable outlook) by Standard & Poor’s (“S&P”). The Bank’s senior unsecured debt currently is rated BBB- (~~positive~~stable outlook) by both Fitch and ~~BBB (stable outlook)~~ by S&P. Although we have not requested that Moody’s Investor Services, Inc. (“Moody’s”) provide a rating for our senior unsecured debt, we believe that if Moody’s were to issue a rating on our unsecured debt, its rating may be lower than the comparable ratings issued by Fitch and S&P. The ratings for our unsecured debt are based on a number of factors, including our financial strength, as well as factors that may not be within our control, such as macroeconomic conditions and the rating agencies’ perception of the industries in which we operate and the products we offer. The ratings of our asset-backed securities are, and will continue to be, based on a number of factors, including the quality of the underlying loan receivables and the credit enhancement structure with respect to each series of asset-backed securities, as well as our credit rating as sponsor and servicer of our publicly registered securitization trust. These ratings also reflect the various methodologies and assumptions used by the rating agencies, which are subject to change and could adversely affect our ratings. The rating agencies regularly evaluate our credit ratings as well as the credit ratings of our asset-backed securities. A downgrade in our unsecured debt or asset-backed securities credit ratings (or investor concerns that a downgrade may occur) could materially increase the cost of our funding from, and restrict our access to, the capital markets.

If the ratings on our asset-backed securities are reduced, put on negative watch or withdrawn, it may have an adverse effect on the liquidity or the market price of our asset-backed securities and on the cost of, or our ability to continue using, securitized financings to the extent anticipated.

We rely extensively on models in managing many aspects of our business, and if they are not accurate or are misinterpreted, it could have a material adverse effect on our business and results of operations.

We employ comprehensive models across critical business functions, including credit acquisition and underwriting, account management and customer segmentation, fraud detection and prevention, reserve estimation and loss forecasting, liquidity management, capital planning (including stress testing) and regulatory compliance which play a vital role in our risk management framework and strategic decision-making processes. The models may prove in practice to be less predictive than we expect for a variety of reasons, including as a result of errors in constructing, interpreting or using the models or the use of inaccurate assumptions (including failures to update assumptions appropriately or in a timely manner). Our assumptions may be inaccurate for many reasons including that they often involve matters that are inherently difficult to predict and are beyond our control (e.g., macroeconomic conditions and their impact on partner and customer behaviors) and they often involve complex interactions between a number of dependent and independent variables, factors and other assumptions. The errors or inaccuracies in our models may be material, and could lead us to make wrong or sub-optimal decisions in managing our business and/or provide inaccurate or misleading information to the public or our regulators, and this could have a material adverse effect on our business, results of operations and financial condition.

Our inability to securitize our loan receivables would have a material adverse effect on our business, liquidity, cost of funds and financial condition.

We use the securitization of loan receivables, which involves the transfer of loan receivables to a trust and the issuance by the trust of asset-backed securities to third-party investors, as a significant source of funding. Our average level of securitized financings from third parties was $78.70 billion and $67.37 billion for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. For a discussion of our securitization activities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Funding, Liquidity and Capital Resources—Funding Sources—Securitized Financings” and Note 6. Variable Interest Entities to our consolidated financial statements.

~~The~~Table securitization market for credit cards may experience future disruptions. The extent to which we securitize our loan receivables in the future will depend in part upon the conditions in the securities markets in general and the credit card asset-backed securities market in particular, the availability of loan receivables for securitization, the overall credit quality of our loan receivables and the conformity of the loan receivables and our securitization program to rating agency requirements, the costs of securitizing our loan receivables, and the legal, regulatory, accounting and tax requirements governing securitization transactions. In the event we are unable to refinance existing asset-backed securities with new or other existing asset-backed securities, we would be required to rely on other sources of funding, which may not be available or may be available only at higher cost. Further, in the event we are unable to refinance existing asset-backed securities from our nonbank subsidiary securitization trust with new or other existing securities from the same trust, there are structural and regulatory constraints on our ability to refinance these asset-backed securities with Bank deposits or other funding at the Bank, and therefore we would be required to rely on sources outside of the Bank, which may not be available or may be available only at higher cost. A prolonged inability to securitize our loan receivables on favorable terms, or at all, or to refinance our asset-backed securities would have a material adverse effect on our business, liquidity, cost of funds and financial condition.Contents

The securitization market for credit cards may experience future disruptions. The extent to which we securitize our loan receivables in the future will depend in part upon the conditions in the securities markets in general and the credit card asset-backed securities market in particular, the availability of loan receivables for securitization, the overall credit quality of our loan receivables and the conformity of the loan receivables and our securitization program to rating agency requirements, the costs of securitizing our loan receivables, and the legal, regulatory, accounting and tax requirements governing securitization transactions. In the event we are unable to refinance existing asset-backed securities with new or other existing asset-backed securities, we would be required to rely on other sources of funding, which may not be available or may only be available at higher cost. Further, in the event we are unable to refinance existing asset-backed securities from our nonbank subsidiary securitization trust with new or other existing securities from the same trust, there are structural and regulatory constraints on our ability to refinance these asset-backed securities with Bank deposits or other funding at the Bank, and therefore we would be required to rely on sources outside of the Bank, which may not be available or may be available only at higher cost. A prolonged inability to securitize our loan receivables on favorable terms, or at all, or to refinance our asset-backed securities would have a material adverse effect on our business, liquidity, cost of funds and financial condition.

The occurrence of an early amortization of our securitization facilities would have a material adverse effect on our liquidity and cost of funds.

Our liquidity would be materially adversely affected by the occurrence of events resulting in the early amortization of our existing securitized financings. During an early amortization period, principal collections from the loan receivables in our asset-backed securitization trust in which the early amortization event occurred would be applied to repay principal of the trust's asset-backed securities rather than being available on a revolving basis to fund purchases of newly originated loan receivables. This would negatively impact our liquidity, including our ability to originate new loan receivables under existing accounts, and require us to rely on alternative funding sources, which might increase our funding costs or might not be available when needed.

Our loss of the right to service or subservice our securitized loan receivables would have a material adverse effect on our liquidity and cost of funds.

Synchrony currently acts as servicer with respect to our nonbank subsidiary securitization trust, and the Bank acts as servicer with respect to our other two securitization trusts. If Synchrony or the Bank, as applicable, defaults in its servicing obligations, an early amortization event could occur with respect to the relevant asset-backed securities and/or Synchrony or the Bank, as applicable, could be replaced as servicer. Servicer defaults include, for example, the failure of the servicer to make any payment, transfer or deposit in accordance with the securitization documents, a breach of representations, warranties or agreements made by the servicer under the securitization documents, the delegation of the servicer’s duties contrary to the securitization documents and the occurrence of certain insolvency events with respect to the servicer. Such an early amortization event would have the adverse consequences discussed in the immediately preceding risk factor.

If either Synchrony or the Bank defaults in its servicing obligations with respect to any of our three securitization trusts, a third party could be appointed as servicer of such trust. If a third-party servicer is appointed, the third party may not engage us as sub-servicer, in which event we would no longer be able to control the manner in which the related trust’s assets are serviced, and the failure of a third party to appropriately service such assets could lead to an early amortization event in the affected securitization trust, which would have the adverse consequences discussed in the immediately preceding risk factor.

Lower payment rates on our securitized loan receivables could materially adversely affect our liquidity and financial condition.

Certain collections from our securitized loan receivables come back to us through our subsidiaries, and we use these collections to fund our purchase of newly originated loan receivables to collateralize our securitized financings. If payment rates on our securitized loan receivables are lower than they have historically been, fewer collections will be remitted to us on an ongoing basis. Further, certain series of our asset-backed securities include a requirement that we accumulate principal collections in a restricted account for a specified number of months prior to the applicable security’s maturity date. We are required under the program documents to lengthen this accumulation period to the extent we expect the payment rates to be low enough that the current length of the accumulation period is inadequate to fully fund the restricted account by the applicable security’s maturity date. Lower payment rates, and in particular, payment rates that are low enough that we are required to lengthen our accumulation periods, could materially adversely affect our liquidity and financial condition.

WeTable ~~rely extensively on models in managing many aspects~~ of ~~our business, and if they are not accurate or are misinterpreted, it could have a material adverse effect on our business and results of operations.~~Contents

We rely extensively on models in managing many aspects of our business, including liquidity and capital planning (including stress testing), customer selection, credit and other risk management, pricing, reserving and collections management. The models may prove in practice to be less predictive than we expect for a variety of reasons, including as a result of errors in constructing, interpreting or using the models or the use of inaccurate assumptions (including failures to update assumptions appropriately or in a timely manner). Our assumptions may be inaccurate for many reasons including that they often involve matters that are inherently difficult to predict and beyond our control (e.g., macroeconomic conditions and their impact on partner and customer behaviors) and they often involve complex interactions between a number of dependent and independent variables, factors and other assumptions. The errors or inaccuracies in our models may be material, and could lead us to make wrong or sub-optimal decisions in managing our business and/or provide inaccurate or misleading information to the public or our regulators, and this could have a material adverse effect on our business, results of operations and financial condition.

Our business depends on our ability to successfully manage our credit risk, and failing to do so may result in high charge-off rates.

Our success depends on our ability to manage our credit risk while attracting new customers with profitable usage patterns. We select our customers, manage their accounts and establish terms and credit limits using proprietary scoring models, data and other analytical techniques that are designed to set terms and credit limits to appropriately compensate us for the credit risk we accept, while encouraging customers to use their available credit. The models and approaches we use to manage our credit risk may not accurately predict future charge-offs for various reasons discussed in the preceding risk factors.

Our ability to manage credit risk and avoid high charge-off rates also may be adversely affected by economic conditions that may be difficult to predict, such as the last financial crisis. The assessment of our credit profile includes the evaluation of portfolio mix, account maturation, as well as broader consumer and industry trends, such as payment behavior and overall indebtedness. See “Management's Discussion and Analysis—Results of Operations—Business Trends and Conditions” for further discussion of our expectations of future credit trends, in the near term. Credit trends may deteriorate materially from our expectations if economic conditions were to deteriorate beyond what we currently expect.

In addition, we remain subject to conditions in the consumer credit environment. Our credit underwriting and risk management strategies are used to manage our credit exposures; however, there can be no assurance that those will enable us to avoid high charge-off levels or delinquencies, or that our allowance for credit losses will be sufficient to cover actual losses.

A customer’s ability to repay us can be negatively impacted by increases in their payment obligations to other lenders under mortgage, credit card and other loans (including student and auto loans). These changes can result from increases in base lending rates, structured increases in payment obligations, or the resumption of payments post deferral, and could reduce the ability of our customers to meet their payment obligations to other lenders and to us. In addition, a customer’s ability to repay us can be negatively impacted by the restricted availability of credit to consumers generally, including reduced and closed lines of credit. Customers with insufficient cash flow to fund daily living expenses and lack of access to other sources of credit may be more likely to increase their card usage and ultimately default on their payment obligations to us, resulting in higher credit losses in our portfolio. Our collection operations may not compete effectively to secure more of customers’ diminished cash flow than our competitors. We may not identify customers who are likely to default on their payment obligations to us and reduce our exposure by closing credit lines and restricting authorizations quickly enough, which could have a material adverse effect on our business, results of operations and financial condition. In addition, our collection strategy depends in part on the sale of debt to third-party buyers. Regulatory or other factors may adversely affect the pricing of our debt sales or the performance of our third-party buyers, which may result in higher credit losses in our portfolio. At December 31, 2024, 26% of our loan receivables were from customers with a VantageScore credit score of 650 or less (excluding unrated accounts), who typically have higher delinquency and credit losses than consumers with higher credit scores.

We may not be able to offset increases in our costs with decreased payments under our retailer share arrangements, which could reduce our profitability.

Most of our program agreements with larger retailers and certain other program agreements contain retailer share arrangements that provide for payments to our partners if the economic performance of the relevant program exceeds a contractually defined threshold. Although the share arrangements vary by partner, these arrangements are generally structured to measure the economic performance of the program, based typically on agreed upon program revenues (including interest income and certain other income) less agreed upon program expenses (including interest expense, provision for credit losses, retailer payments and operating expenses), and share portions of ~~this~~the resulting amount above a negotiated threshold. These arrangements are typically designed to permit us to achieve an economic return before we are required to make payments to our partners based on the agreed contractually defined threshold. However, because the threshold and the economic performance of a program that are used to calculate payments to our partners may be based on, among other things, agreed upon measures of program expenses rather than our actual expenses, we may not be able to pass on increases in our actual expenses (such as funding costs, higher provision for credit losses or operating expenses) in the form of reduced payments under our retailer share arrangements, and our economic return on a program could be adversely affected. While most of our agreements contain retailer share arrangements, in some cases, where we instead provide other economic benefits to our partners such as royalties on purchase volume or payments for new accounts (for example, on our co-branded credit cards), our ability to offset increases in our costs is limited.

Reductions in interchange fees and changes to the regulations governing such fees, could have a material adverse impact on our business and results of operations.

Merchants generally pay a merchant discount fee in connection with accepting branded payment cards. Although the structure and economics of payment card networks may vary, the fee paid to the card issuer as part of that transaction—known as the “interchange fee”—is funded by the merchant discount. We earn interchange fees on Dual Card transactions outside of our partners' sales channels and from general purpose co-branded credit card transactions but we typically do not charge or earn interchange fees, as that term has been commonly understood, from our partners or customers on our private label credit card products.

Merchants, trying to decrease their operating expenses, have sought to lower interchange rates, and policymakers continue to focus on interchange regulation. For example, in June 2024, the State of Illinois adopted the Interchange Fee Prohibition Act, which restricts credit card and debit card interchange fees, as defined in the legislation, that may be charged on portions of electronic payment transactions attributable to taxes and gratuities. While a U.S. District Court has preliminarily enjoined this law from applying to federally chartered banking organizations, including the Bank, other jurisdictions may seek to adopt similar or other types of restrictions on interchange fees in the future.

~~Beyond pursuing litigation~~Additionally, ~~legislation~~in ~~and~~November ~~regulation~~2025, ~~merchants~~Visa ~~are~~and ~~also~~Mastercard ~~pursuing~~announced ~~alternate~~a ~~payment~~proposed ~~platforms~~settlement asto resolve a ~~means~~long-standing toclass ~~lower~~action ~~payment~~antitrust ~~processing costs~~lawsuit. ToThe ~~the~~proposed ~~extent~~settlement, ~~interchange~~which ~~fees~~is ~~are~~subject ~~reduced,~~to ~~one~~approval ofby ~~our~~the ~~current~~U.S. ~~competitive~~District ~~advantages~~Court ~~with~~for ~~our~~the ~~partners—that~~Eastern weDistrict ~~typically~~of doNew ~~not~~York ~~charge~~and ~~interchange~~applicable ~~fees~~to ~~when~~U.S. ~~our~~Visa ~~private~~and ~~label~~Mastercard credit ~~card~~cards, ~~products~~will ~~are~~among ~~used~~other toitems, ~~purchase~~categorize ~~our~~the ~~partners’~~credit ~~goods~~cards ~~and~~into ~~services—may~~three bedistinct ~~reduced.~~categories: ~~Moreover~~commercial, topremium ~~the~~consumer ~~extent~~and ~~interchange~~standard ~~fees~~consumer; ~~are~~reduce ~~reduced,~~the ~~our~~U.S. ~~income~~combined ~~from~~average ~~those~~effective ~~fees~~credit ~~will~~card beinterchange ~~lower.~~rate Weby ~~received~~10 ~~$1.0~~basis ~~billion~~points ~~of interchange fees~~ for ~~the~~five ~~year~~years; ~~ended~~cap ~~December 31,~~posted ~~2024~~U.S. Ascredit acard ~~result,~~interchange arates ~~reduction~~at inthe ~~interchange~~March ~~fees~~2025 ~~could~~levels ~~have~~for afive ~~material~~years; ~~adverse~~institute ~~effect~~a on125 ~~our~~basis ~~business~~points ~~and~~cap ~~results~~on ofinterchange ~~operations.~~rates ~~In addition,~~ for ~~our~~standard ~~Dual~~consumer ~~Cards and general purpose co-branded~~ credit cards, wethrough ~~are~~the ~~subject~~term toof the ~~operating~~settlement ~~regulations~~agreement; and ~~procedures~~permit ~~set~~merchants ~~forth~~to by(i) ~~the~~choose ~~interchange~~whether ~~network,~~or ~~and~~not ~~our failure~~ to ~~comply~~accept ~~with~~premium ~~these~~consumer, ~~operating~~standard ~~regulations~~consumer, ~~which~~and/or ~~may~~commercial ~~change~~credit ~~from~~cards, ~~time~~as towell ~~time,~~as ~~could~~choose ~~subject~~which usdigital wallets to ~~various~~accept, ~~penalties~~and or(ii) ~~fees,~~impose ora ~~the~~surcharge ~~termination~~ of ~~our~~up ~~license~~ to ~~use~~three percent at the ~~interchange~~brand ~~network~~(e.g., ~~all~~Visa ofor ~~which~~Mastercard) ~~could~~or ~~have~~product a(e.g., ~~material~~Visa ~~adverse~~Signature) ~~effect on our business and results of operations~~level.

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Beyond pursuing litigation, legislation and regulation, merchants are also pursuing alternate payment platforms as a means to lower payment processing costs. To the extent interchange fees are reduced, one of our current competitive advantages with our partners—that we typically do not charge interchange fees when our private label credit card products are used to purchase our partners’ goods and services—may be reduced. Additionally, our business and results of operations may be adversely impacted if merchants determine not to accept certain of our credit card products, including products contained in digital wallets. Moreover, to the extent interchange fees are reduced, our income from those fees will be lower. We received $1.1 billion of interchange fees for the year ended December 31, 2025. As a result, a reduction in interchange fees could have a material adverse effect on our business and results of operations. In addition, for our Dual Cards and general purpose co-branded credit cards, we are subject to the operating regulations and procedures set forth by the interchange network, and our failure to comply with these operating regulations, which may change from time to time, could subject us to various penalties or fees, or the termination of our license to use the interchange network, all of which could have a material adverse effect on our business and results of operations.

Legal Risks

We have international operations that subject us to various international risks as well as increased compliance and regulatory risks and costs.

We have international operations, primarily in India and the Philippines, and some of our third-party service providers provide services to us from other countries, all of which subject us to a number of international risks, including, among other things, sovereign volatility and socio-political instability. For example, the Philippines has in the past experienced severe political and social instability. Any future political or social instability in the countries in which we operate could have a material adverse effect on our business operations.

U.S. regulations also govern various aspects of the international activities of domestic corporations and increase our compliance and regulatory risks and costs. Any failure on our part or the part of our service providers to comply with applicable U.S. regulations, as well as the regulations in the countries and markets in which we or they operate, could result in fines, penalties, injunctions or other similar restrictions, any of which could have a material adverse effect on our business, results of operations and financial condition.

If we are alleged to have infringed upon the intellectual property rights owned by others or are not able to protect our intellectual property, our business and results of operations could be adversely affected.

Competitors or other third parties may allege that we, or consultants or other third parties retained or indemnified by us, infringe on their intellectual property rights. We also may face allegations that our employees have misappropriated intellectual property of their former employers or other third parties. Given the complex, rapidly changing and competitive technological and business environment in which we operate, and the potential risks and uncertainties of intellectual property-related litigation, an assertion of an infringement claim against us may cause us to spend significant amounts to defend the claim (even if we ultimately prevail), pay significant money damages, lose significant revenues, be prohibited from using the relevant systems, processes, technologies or other intellectual property, cease offering certain products or services, or incur significant license, royalty or technology development expenses. Moreover, it has become common in recent years for individuals and groups to purchase intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies like ours. Even in instances where we believe that claims and allegations of intellectual property infringement against us are without merit, defending against such claims is time consuming and expensive and could result in the diversion of time and attention of our management and employees. In addition, although in some cases a third party may have agreed to indemnify us for such costs, such indemnifying party may refuse or be unable to uphold its contractual obligations.

Moreover, we rely on a variety of measures to protect our intellectual property and proprietary information, including copyrights, trademarks, patents, trade secrets and controls on access and distribution. These measures may not prevent misappropriation or infringement of our intellectual property or proprietary information and a resulting loss of competitive advantage, and in any event, we may be required to litigate to protect our intellectual property and proprietary information from misappropriation or infringement by others, which is expensive, could cause a diversion of resources and may not be successful. Third parties may challenge, invalidate or circumvent our intellectual property, or our intellectual property may not be sufficient to provide us with competitive advantages. Our competitors or other third parties may independently design around or develop similar technology, or otherwise duplicate our services or products such that we could not assert our intellectual property rights against them. In addition, our contractual arrangements may not effectively prevent disclosure of our intellectual property or confidential and proprietary information or provide an adequate remedy in the event of an unauthorized disclosure.

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Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses.

Our business is subject to increased risks of litigation and regulatory actions as a result of a number of factors and from various sources, including the highly regulated nature of the financial services industry, the focus of state and federal prosecutors on banks and the financial services industry and the structure of the credit card industry.

In the normal course of business, from time to time, we have been named as a defendant in various legal actions, including arbitrations, class actions and other litigation, arising in connection with our business activities. Certain of the legal actions include claims for substantial compensatory and/or punitive damages, or claims for indeterminate amounts of damages. In addition, while historically the arbitration provision in our customer agreements generally has limited our exposure to consumer class action litigation, we may not be successful in enforcing our arbitration clause in the future. There may also be legislative or other efforts to directly or indirectly prohibit the use of pre-dispute arbitration clauses, or we may be compelled as a result of competitive pressure or reputational concerns to voluntarily eliminate pre-dispute arbitration clauses. If the arbitration provision is not enforceable or is eliminated (for whatever reason), our exposure to class action litigation could increase significantly. Even if our arbitration clause remains enforceable, we may be subject to mass arbitrations in which large groups of consumers bring arbitrations against the Company simultaneously. These mass arbitrations may, among other risks, require the Company to bear the cost of potentially exorbitant filing fees.

We are also involved, from time to time, in reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business (collectively, “regulatory matters”), which could subject us to significant fines, penalties, obligations to change our business practices or other requirements resulting in increased expenses, diminished earnings and damage to our reputation. The current environment of additional regulation, increased regulatory compliance efforts and enhanced regulatory enforcement has resulted in significant operational and compliance costs and may prevent or make it less attractive for us to continue providing certain products and services. These regulatory matters or other factors may, in the future, affect how we conduct our business and in turn have a material adverse effect on our business, results of operations and financial condition.

We contest liability and/or the amount of damages as appropriate in each pending matter. The outcome of pending and future matters could be material to our results of operations, financial condition and cash flows depending on, among other factors, the level of our earnings for that period, and could adversely affect our business and reputation. For a discussion of certain legal proceedings, see “Regulation—Consumer Financial Services Regulation,” and Note 18. Legal Proceedings and Regulatory Matters to our consolidated financial statements.

In addition to litigation and regulatory matters, from time to time, through our operational and compliance controls, we identify compliance issues that require us to make operational changes and, depending on the nature of the issue, result in financial remediation to impacted cardholders. These self-identified issues and voluntary remediation payments could be significant depending on the issue and the number of cardholders impacted. They also could generate litigation or regulatory investigations that subject us to additional adverse effects on our business, results of operations and financial condition.

General Risks

Damage to our reputation could negatively impact our business.

Maintaining a positive reputation is critical to our attracting and retaining customers, partners, investors, directors and employees. In particular, adverse perceptions regarding our reputation could also make it more difficult for us to attract and retain customers, partners, investors, directors and employees, as well as promote and increase the utilization of our credit products, asand ~~well as~~ execute on our strategy of increasing retail deposits at the Bank, ~~and~~which may lead to decreases in deposits. Harm to our reputation can arise from many sources, including ~~employee~~from misconduct, or perceived misconduct byof our directors, employees, partners, outsourced service providers or other counterparties, litigation or regulatory actions, failure by us or our partners to meet minimum standards of service and quality, inadequate protection of customer information, ~~and~~ compliance failures and any action or inaction taken by the Company that does not align with stockholder preferences. Negative publicity regarding us (or others engaged in a similar business or activities), whether or not accurate, may damage our reputation, which could have a material adverse effect on our business, results of operations and financial condition.

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Our risk management processes and procedures may not be effective in mitigating our risks.

~~Our risk management processes and procedures seek to appropriately balance risk and return and mitigate risks.~~ We ~~have~~are ~~established~~subject ~~processes and procedures intended~~ to ~~identify,~~various ~~measure, monitor and control the types of~~ risk ~~to which we are subject~~, including credit risk, market risk, liquidity risk, operational risk, compliance risk, legal risk, strategic risk, and reputational risk. ~~Credit~~See ~~risk~~“Our isBusiness—Credit ~~the~~Risk ~~risk~~Management” ofand ~~loss~~“Risks—Risk ~~that~~Management” ~~arises~~for ~~when~~additional aninformation ~~obligor~~on ~~fails to meet~~ the ~~terms~~types of anrisks ~~obligation~~affecting our business. We ~~are~~seek ~~exposed~~ to ~~both~~monitor ~~consumer credit risk, from our customer loans,~~ and ~~institutional~~control ~~credit risk, principally from~~ our ~~partners. Market~~ risk ~~refers~~exposure tothrough ~~the risk that~~ a ~~change~~framework, inwhich ~~the~~may ~~level~~be ofinadequate, ~~one~~that orincludes ~~more~~our ~~market~~Risk ~~prices,~~Appetite ~~rates,~~Statement ~~indices~~(RAS), ~~correlations~~Enterprise orRisk ~~other~~Assessment ~~market~~and ~~factors~~Risk ~~will~~Aggregation ~~result~~Reporting in(ERA/RAR) ~~losses~~process, ~~for a position or portfolio. Liquidity~~ risk ispolicies, ~~the~~procedures ~~risk that financial condition or overall safety~~ and ~~soundness are adversely affected by an inability~~controls, orreporting ~~perceived inability~~requirements, toand ~~meet~~corporate ~~obligations~~culture and ~~support~~values ~~business~~in ~~growth.~~conjunction ~~Operational~~with ~~risk is~~ the risk ofmanagement ~~loss~~accountability ~~arising~~incorporated ~~from~~into ~~inadequate~~our orintegrated ~~failed~~Risk ~~processes,~~Management ~~people or systems~~Framework, ~~external~~which ~~events~~includes ~~(e.g.,~~our ~~natural~~governance ~~disasters~~structure and ~~cybersecurity~~three ~~incidents),~~distinct ~~reputational~~Lines ~~matters~~of ~~and~~Defense. ~~includes~~If ~~those~~our ~~risks~~Risk asManagement ~~they~~Framework ~~relate~~does ~~directly~~not toeffectively usidentify asand ~~well~~control asour torisks, ~~third~~we ~~parties~~could ~~with~~suffer ~~whom~~unexpected welosses ~~contract~~ or ~~otherwise~~be doadversely ~~business.~~affected, ~~Compliance~~and ~~risk~~that iscould ~~the~~have ~~risk~~a ofmaterial ~~non-compliance~~adverse ~~with~~effect ~~applicable~~on ~~laws,~~our ~~rules~~business, ~~regulations,~~results ~~other~~of ~~supervisory guidance~~operations, and ~~internal~~financial ~~policies,~~condition. ~~and~~Management ~~also includes any~~ of ~~those~~our risks asin ~~they~~some ~~relate~~cases ~~directly~~depends toupon usthe ~~and~~use ~~our~~of ~~subsidiaries,~~analytical asand/or ~~well~~forecasting asmodels. toIf ~~third~~the ~~parties~~models ~~with~~that ~~whom~~ we ~~contract~~use orto ~~otherwise~~manage dothese ~~business.~~risks ~~Legal~~are ~~risk~~ineffective isat ~~the~~predicting ~~risk~~future oflosses ~~potential disputes, litigation, defective agreements~~ or ~~unprotected~~are orotherwise ~~infringed~~inadequate, ~~rights~~we ~~that~~may ~~can~~incur ~~disrupt~~unexpected losses or otherwise ~~negatively~~be ~~affect~~adversely ~~operations or condition of the organization~~affected. ~~Strategic~~In ~~risk~~addition, is the ~~risk~~information ~~from~~we ~~changes~~use in ~~the~~managing ~~business~~our ~~environment,~~credit ~~improper~~and ~~implementation~~other ofrisk ~~decisions~~may orbe ~~inadequate~~inaccurate ~~responsiveness~~or toincomplete ~~changes~~as ina ~~the~~result ~~business~~of ~~environment.~~error ~~Reputational~~or ~~risk~~fraud, isboth ~~the~~of ~~risk~~which ~~arising~~may ~~from~~be ~~negative~~difficult ~~perception~~to ondetect ~~the~~and ~~part~~avoid. ofThere ~~stakeholders,~~may ~~including~~also ~~customers,~~be ~~counterparties,~~risks ~~shareholders,~~that ~~investors~~exist, ~~rating~~or ~~agencies, regulators and employees~~ that ~~can~~develop ~~adversely~~in ~~affect~~ the ~~Company’s~~future, ~~ability~~that towe ~~maintain~~have ~~existing~~not ~~talent~~appropriately ~~and~~anticipated, ~~customers~~identified ~~and~~or ~~establish~~mitigated ~~new~~including ~~business~~when ~~relationships~~processes ~~with~~are ~~continued~~changed ~~access~~or tonew ~~sources~~products ~~of funding. See “Our Business—Credit Risk Management”~~ and ~~“Risks—Risk~~services ~~Management”~~are ~~for additional information on the types of risks affecting our business~~introduced.

We seek to monitor and control our risk exposure through a framework that includes our Risk Appetite Statement (RAS), Enterprise Risk Assessment and Risk Aggregation Reporting (ERA/RAR) process, risk policies, procedures and controls, reporting requirements, and corporate culture and values in conjunction with the risk management accountability incorporated into our integrated Risk Management Framework, which includes our governance structure and three distinct Lines of Defense. Management of our risks in some cases depends upon the use of analytical and/or forecasting models. If the models that we use to manage these risks are ineffective at predicting future losses or are otherwise inadequate, we may incur unexpected losses or otherwise be adversely affected. In addition, the information we use in managing our credit and other risk may be inaccurate or incomplete as a result of error or fraud, both of which may be difficult to detect and avoid. There may also be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated including when processes are changed or new products and services are introduced. If our Risk Management Framework does not effectively identify and control our risks, we could suffer unexpected losses or be adversely affected, and that could have a material adverse effect on our business, results of operations, and financial condition.

Our business could be adversely affected if we are unable to attract, retain, motivate and develop key officers and employees.

Our success depends, in large part, on our ability to retain, recruit and motivate key officers and employees. Specifically, our ability to remain competitive with our peers, manage our business effectively and to execute our strategic plans and initiatives depends on our ability to attract, retain, motivate and develop key officers and employees, as well as manage the costs of employee compensation and benefits within budget. Our senior management team has significant industry experience and would be difficult to replace. Competition for senior executives and other key talent in the financial services and payment industry has been intense and may further increase. We may not be able to attract and retain qualified personnel to replace or succeed members of our senior management team or other key personnel, particularly if we do not offer employment terms that are competitive with the rest of the labor market. Guidelines issued by the federal banking regulators prohibits our payment of "excessive" compensation, or compensation that could lead to our material financial loss, to our executives, employees, and directors. In addition, proposed rules implementing the executive compensation provisions of the Dodd-Frank Act would limit the type and structure of compensation arrangements that we may enter into with our senior executives and persons deemed "significant risk-takers." These restrictions could negatively impact our ability to compete with other companies in recruiting, retaining and motivating key personnel. Failure to retain talented senior leadership could have a material adverse effect on our business, results of operations and financial condition.

Tax legislation initiatives or challenges to our tax positions could adversely affect our results of operations and financial condition.

We operate in multiple jurisdictions and we are subject to tax laws and regulations of the U.S. federal, state and local governments, and of various foreign jurisdictions. From time to time legislative initiatives may be proposed, which may impact our effective tax rate and could adversely affect our deferred tax assets, tax positions and/or our tax liabilities, if enacted. In addition, U.S. federal, state and local, as well as foreign, tax laws and regulations are extremely complex and subject to varying interpretations. ~~There~~Any ~~can~~of ~~be no assurance that~~ our historical tax positions ~~will~~could ~~not~~ be challenged by relevant tax authorities orand ~~that~~ we ~~would~~may not be successful in defending our positions in connection with any such challenge.

State sales tax rules and regulations, and their application and interpretation by the respective states, could change and adversely affect our results of operations.

State sales tax rules and regulations, and their application and interpretation by the respective states, could adversely affect our results of operations. Retailers collect sales tax from retail customers and remit those collections to the applicable states. When customers fail to repay their loans, including the amount of sales tax advanced by us to the merchant on their behalf, we are entitled, in some cases, to seek a refund of the amount of sales tax from the applicable state. Sales tax laws and regulations enacted by the various states are subject to change and interpretation, and our compliance with such laws is routinely subject to audit and review by the states. Audit risk is concentrated in several states, and these states are conducting ongoing audits. The outcomes of ongoing and any future audits and changes in the states’ interpretation of the sales tax laws and regulations involving the recovery of tax on bad debts could materially adversely impact our results of operations.

~~See “Regulation—Risk Factors Relating to Regulation” on page 101 for additional risk factors.~~79

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Risk Management

____________________________________________________________________________________________

Strong risk management is at the core of our business strategy and we have developed processes to manage the major categories of risk, namely credit, market, liquidity, operational, compliance, legal, strategic, and reputational risk (considered across all risk types).

As described in greater detail below under “—Risk Management Roles and Responsibilities,” we manage enterprise risk using an integrated framework that includes board-level oversight, administration by a group of cross-functional management committees and day-to-day implementation by a dedicated risk management team led by the Chief Risk Officer (“CRO”), a role currently held by our Chief Risk and Legal Officer. We also utilize the “Three Lines of Defense” risk management model to demonstrate and structure the roles, responsibilities and accountabilities in the organization for taking and managing risk. The Risk Committee of the Board of Directors has responsibility for the oversight of the risk management program, and four other board committees have other oversight roles with respect to risk management. Several management committees and subcommittees have important roles and responsibilities in administering the risk management program, including the Enterprise Risk Management Committee (the “ERMC”), the Management Committee (the “MC”), the Asset and Liability Management Committee (the “ALCO”) and the Capital Management Committee (the “CMC”). This committee-focused governance structure provides a forum through which risk expertise is applied cross-functionally to all major decisions, including development of policies, processes and controls used by the CRO and risk management team to execute the risk management philosophy.

The enterprise risk management philosophy is to ensure that all relevant risks are appropriately identified, measured, monitored and controlled. The approach in executing this philosophy focuses on leveraging risk expertise to drive enterprise risk management using a strong governance framework structure, a comprehensive enterprise risk assessment and risk aggregation reporting process and an effective risk appetite framework.

Risk Categories

Risk management is organized around eight major risk categories: credit risk, market risk, liquidity risk, operational risk, compliance risk, legal risk, strategic risk, and reputational risk. We evaluate the potential impact of a risk event on us (including subsidiaries) by assessing the partner and customer, financial, reputational, legal and regulatory impacts.

Credit Risk

Credit risk is the risk of loss that arises when an obligor fails to meet the terms of a contract and/or the underlying collateral is insufficient to satisfy the obligation. Credit risk includes exposure to consumer credit risk from customer loans as well as institutional credit risk, principally from our partners. Consumer credit risk is one of our most significant risks. See “Our Business—Credit Risk Management” for a description of the customer credit risk management procedures.

Market Risk

Market risk refers to the risk that achanges ~~change~~ in ~~the level of one or more~~ market prices, rates, indices, correlations, or other market factors will result in losses for a position or portfolio. The principal market risk exposures arise from volatility in interest rates and their impact on economic value and earnings. Market risk is managed by the ALCO, and is subject to policy and risk appetite limits on sensitivity of both earnings at risk and the economic value of equity. Market risk metrics are reviewed by ALCO monthly, the Risk Committee on a quarterly basis and the Board of Directors as required.

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Liquidity Risk

Liquidity risk is the risk that an institution’s financial condition or overall safety and soundness are adversely affected by a real or perceived inability to meet contractual or contingent obligations and support planned growth. The primary liquidity objective is to maintain a liquidity profile that will enable us, even in times of stress or market disruption, to fund our existing assets and meet liabilities in a timely manner and at an acceptable cost. Policy and risk appetite limits require us and the Bank (and other entities within our business, as applicable) to ensure that sufficient liquid assets are available to survive liquidity stresses over a specified time period. Our Risk Appetite Statement requires funding diversification, monitoring early warning indicators in the capital markets, and other related limits. ALCO reviews liquidity exposures continuously in the context of approved policy and risk appetite limits and reports results quarterly to the Risk Committee, and the Board of Directors as required.

Operational Risk

Operational risk is the risk of direct or indirect loss arising from inadequate or failed internal processes, people, orand systems, or from external events (such as natural disasters or cyber-attacks), ~~reputational matters,~~ and includes any of those risks as they relate directly to us and our subsidiaries, as well as to third parties with whom we contract or otherwise do business. Operational risk also includes model risk relating to various financial and other models used by us and our subsidiaries, including the Bank, and is subject to a formal governance process.

Compliance Risk

Compliance risk is the risk of non-compliance with applicable laws, rules, regulations, other supervisory guidance, and internal policies, and includes any of those risks as they relate directly to us and our subsidiaries, as well as to third parties with whom we contract or otherwise do business. Compliance risk includes risks related to complying with regulations and laws that protect customers, requirements applicable to non-consumer transactions and business, conduct and behavior of individuals and organizations, and potential illicit activities and criminal behavior.

Legal Risk

Legal Risk is the risk of potential disputes, litigation, defective agreements or unprotected or infringed rights that can disrupt or otherwise negatively affect operations or the condition of a banking organization, and includes any of those risks as they relate directly to us and our subsidiaries, as well as to third parties with whom we contract or otherwise do business. Legal risk includes risks related to litigation and/or disputes against the organization as well as potential management of own assets or compliance with third-party asset rights.

Strategic Risk

Strategic risk consists of the current or prospective risk to earnings and capital arising from changes in the business environment and from adverse business decisions, improper implementation of decisions or lack of responsiveness to changes in the business environment. The New Product Introduction (“NPI”) Sub-~~Committee~~committee assesses the strategic viability and consistency of each new product or service. All new initiatives require the approval of the NPI Sub-~~Committee~~committee, and a select number of new product requests are escalated to the MC and the Board of Directors, based on level of risk.

Reputational Risk

Reputational risk is the risk arising from negative perception on the part of stakeholders, including customers, counterparties, shareholders, investors, rating agencies, regulators and employees that can adversely affect the Company’s ability to maintain existing talent and customers and establish new business relationships with continued access to sources of funding.

Risk Management Roles and Responsibilities

Responsibility for risk management flows to individuals and entities throughout our Company, including the Board of Directors, various board and management committees and senior management. The corporate culture and values, in conjunction with the risk management accountability incorporated into the integrated Enterprise Risk Governance Framework, which includes governance structure and three distinct Lines of Defense, has facilitated, and will continue to facilitate, the evolution of an effective risk presence across the Company.

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The “First Line of Defense” is comprised of the business areas whose day-to-day activities involve decision-making and associated risk-taking for the Company. As the business owner, the first line is responsible for identifying, assessing, managing and controlling that risk, as well as for mitigating our overall risk exposure. The first line formulates strategy and is tasked with operating within the risk appetite and risk governance framework. The “Second Line of Defense,” also known as the independent risk management organization, provides oversight of first line risk taking and management. The second line assists in determining risk capacity, risk appetite, and the strategies, policies, and structure for managing risks. The second line owns the risk governance framework. The “Third Line of Defense” is comprised of Internal Audit. The third line provides independent and objective assurance to senior management and to the Board of Directors and Audit Committee that the first and second line risk management and internal control systems and its governance processes are well-designed and working as intended.

Set forth below is a further description of the roles and responsibilities related to the key elements of the Enterprise Risk Governance Framework.

Board of Directors

The Board of Directors, among other things, has approved the enterprise-wide Risk Appetite Statement for the Company, as well as certain other risk management policies and oversees the Company’s strategic plan and enterprise-wide risk management program. The Board of Directors may assign certain risk management activities to applicable committees and management.

Board Committees

The Board of Directors has established five committees that assist the board in its oversight of risk management. These committees and their risk-related roles are described below.

Audit Committee

In coordination with the Risk Committees of the Company and the Bank, the Audit Committee’s role, among other things, is to review: (i) the Company’s major financial risk exposures and the steps management has taken to monitor and control these risks; (ii) the Company’s risk assessment and risk management practices and the guidelines, policies and processes for risk assessment and risk management; (iii) the organization, performance and audit findings of our internal audit function; (iv) our public disclosures and effectiveness of internal controls; and (v) the Company’s risk guidelines and policies relating to financial statements, financial systems, financial reporting processes, compliance and auditing, cybersecurity and allowance for credit losses.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee’s role, among other things, is to: (i) review and approve certain transactions with related persons; (ii) review and resolve any conflict of interest involving directors or executive officers; (iii) oversee the risks, if any, related to corporate governance structure and practices; and (iv) identify and discuss with management the risks, if any, related to social responsibility actions and public policy initiatives.

Management Development and Compensation Committee

The Management Development and Compensation Committee’s role, among other things, is to: (i) review our incentive compensation arrangements with a view to appropriately balancing risk and financial results in a manner that does not encourage employees to expose us or any of our subsidiaries to imprudent risks, and are consistent with safety and soundness; and (ii) review (with input from our CRO and the Bank’s CRO) the relationship between risk management policies and practices, corporate strategies and senior executive compensation.

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Risk Committee

The Risk Committee’s role, among other things, is to: (i) assist the Board of Directors in its oversight of the Company’s Enterprise Risk Governance Framework, including as it relates to credit, investment, market, liquidity, operational, cybersecurity, compliance, third-party relationships, strategic and reputational risks; (ii) review and, at least annually, approve the Company’s Enterprise Risk Governance Framework and risk assessment and risk management practices, guidelines and policies including significant policies that management uses to manage the risks discussed above; (iii) review and, at least annually, recommend to the Board of Directors for approval the Company’s enterprise-wide risk appetite (including the Company’s liquidity risk tolerance), and review and approve the Company’s strategy relating to managing key risks and other policies on the establishment of risk limits as well as the guidelines, policies and processes for monitoring and mitigating such risks; (iv) meet separately on a regular basis with our CRO and (in coordination with the Bank’s Risk Committee, as appropriate) the Bank’s CRO; (v) receive periodic reports from management on metrics used to measure, monitor and manage known and emerging risks, including management’s view on acceptable and appropriate levels of exposure; (vi) receive reports from our internal audit, risk management and independent liquidity review functions on the results of risk management reviews and assessments; (vii) review and approve, at least annually, the Company’s enterprise-wide capital and liquidity framework (including its contingency funding plan) and, in coordination with the Bank’s Risk Committee, review, at least quarterly, the Bank’s liquidity risk appetite, regulatory capital and ratios and internal capital adequacy assessment processes and, at least annually, the Bank’s allowance for credit losses methodology, annual capital plan and resolution plan; (viii) review, at least semi-annually, information from senior management regarding whether the Company is operating within its established risk appetite; (ix) review the status of financial services regulatory examinations; (x) review the independence, authority and effectiveness of the Company’s risk management function; (xi) approve the appointment of, evaluate and, when appropriate, replace the CRO; and (xii) review disclosure regarding risk contained in the Company’s annual and quarterly reports.

Technology Committee

The Technology Committee’s role, among other things, is to review and make recommendations to the Board of Directors on major technology strategies and other subjects relating to: (i) the Company’s approach to technology-related innovation, including the Company’s competitive position and relevant trends in technology and innovation; (ii) the technology development process to assure ongoing business growth; and (iii) developments on existing and emerging technologies which present opportunities or threats to the Company’s strategic agenda.

Management Committees

There are four management committees with important roles and responsibilities in the risk management function: the MC, the ERMC, the ALCO and the CMC. These committees and their risk-related roles are described below.

Management Committee

The MC is under the oversight of the Board of Directors and is comprised of our senior executives and chaired by our CEO. The MC has responsibility for reviewing and approving lending and investment activities of the Company, such as equity investments, acquisitions, dispositions, joint ventures, portfolio deals and investment issues regarding the Company. It is also responsible for overseeing the Company’s approach to managing its investments, reviewing and approving the Company’s annual strategic plan, and overseeing activities administered by its Credit, Data Protection, Information Technology, ~~New Product Introduction~~NPI, Investment Review and Pricing sub-committees. The MC also reviews management reports provided on a periodic basis, or as requested, in order to monitor evolving issues, effectiveness of risk mitigation activities and performance against strategic plans. The MC may make decisions only within the authority that is granted to it by the Board of Directors and must escalate any investment or other proposals outside of its authority to the Board of Directors for final decision.

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Enterprise Risk Management Committee

The ERMC is a management committee under the oversight of the Risk Committee and is comprised of senior executives and chaired by the CRO. The ERMC has responsibility for risk oversight across the Company and for reporting on material risks to our Risk Committee. The responsibilities of the ERMC include the day-to-day oversight of risks impacting the Company, establishing a risk appetite statement, and ensuring compliance across the Company with the overall risk appetite. The ERMC also oversees establishment of risk management policies, the performance and functioning of the relevant overall risk management function, and the implementation of appropriate governance activities and systems that support control of risks.

Asset and Liability Management Committee

The ALCO is a management committee under the oversight of the Risk Committee and is comprised of our senior executives and chaired by the Treasurer. It identifies, measures, monitors, manages and controls market, liquidity, and credit (investments and bank relationships) risks to the Company’s balance sheet. ALCO activities include reviewing and monitoring cash management, investments, liquidity, funding, and foreign exchange risk activities and overseeing the safe, sound and efficient operation of the Company in compliance with applicable policies, laws, and regulations.

Capital Management Committee

The CMC is a management committee under the oversight of the Risk Committee and is comprised of our senior executives and chaired by the SVP, Capital Management and Stress Testing. The CMC provides oversight of the Company’s capital management, stress testing, and recovery and resolution planning activities. The CMC supports the Risk Committee in overseeing capital management activities such as the annual capital plan, the internal capital adequacy assessment process, stress testing, the pre-provision net revenue and credit loss methodologies, the contingent capital plan as needed in the event of a breach, and the recovery and resolution planning process.

Chief Executive Officer, Chief Risk Officer, and Other Senior Officers

The CEO has ultimate responsibility for ensuring the management of the Company’s risk in accordance with the Company’s approved risk appetite statement, including through their role as chairperson of the MC. The CEO also provides leadership in communicating the risk appetite to internal and external stakeholders to help embed appropriate risk taking into the overall corporate culture of the Company.

The CRO manages our risk management team and, as chairperson of the ERMC, is responsible for establishing and implementing standards for the identification, management, measurement, monitoring and reporting of risk on an enterprise-wide basis. In collaboration with our CEO and the Chief Financial Officer, the CRO has responsibility for developing an appropriate risk appetite with corresponding limits that aligns with supervisory expectations, and this risk appetite statement has been approved by the Board of Directors. The CEO and CRO regularly report to the Board of Directors and the Risk Committee on risk management matters.

The senior executive officers who serve as leaders in the “First Line of Defense,” are responsible for ensuring that their respective functions operate within established risk limits, in accordance with the Company’s Risk Appetite Statement. As members of the ERMC and the MC, they are also responsible for identifying risks, considering risk when developing strategic plans, budgets and new products and implementing appropriate risk controls when pursuing business strategies and objectives. In addition, senior executive officers are responsible for deploying sufficient financial resources and qualified personnel to manage the risks inherent in the Company’s business activities.

Risk Management

The risk management team, including compliance, led by the CRO, provides oversight of our risk profile and is responsible for maintaining a compliance program that includes compliance risk assessment, policy development, testing and reporting activities. This team effectively serves in a “Second Line of Defense” role by overseeing the operating activities of the “First Line of Defense.”

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Internal Audit Team

The internal audit team is responsible for performing periodic, independent reviews and testing of compliance with the Company’s and the Bank’s risk management policies and standards, as well as with regulatory guidance and industry best practices. The internal audit team also assesses the design of the Company's and the Bank's policies and standards and validates the effectiveness of risk management controls, and reports the results of such reviews to the Audit Committee. The internal audit team effectively serves as the “Third Line of Defense” for the Company.

Enterprise Risk Assessment and Risk Aggregation Reporting

The Enterprise Risk Assessment process and Risk Aggregation Reporting (“ERA/RAR”) is designed to identify, assess, quantify, and aggregate risk across the Company’s primary risk categories and serves as a basis to determine the Company’s risk profile. The Enterprise Risk Management team, in collaboration with the risk pillar leaders, performs an independent ERA/RAR using a methodology that measures inherent risk, enterprise control environment, and residual risk to rate enterprise-level risks across Synchrony for the ERA, and aggregate risk level, enterprise control environment, and aggregate risk exposure to rate risk categories across Synchrony for RAR. The ERA/RAR process plays an important role in directing the risk management activities by helping prioritize initiatives and focus resources on the most appropriate risks. The ERA/RAR process is performed quarterly. The ERA output determines the Material Risk Inventory, which is a key input in the strategic and capital planning processes.

Stress testing activities provide a forward-looking assessment of risks and losses. Stress testing is integrated into the strategic, capital and liquidity planning processes, and the results are used to identify portfolio vulnerabilities and develop risk mitigation strategies or contingency plans across a range of stressed conditions.

Risk Appetite Framework

We operate in accordance with a Risk Appetite Statement setting forth objectives, plans and limits, and expressing preferences with respect to risk-taking activities in the context of overall business goals. The Risk Appetite Statement is approved annually by the Board of Directors, with delegated authority to the CRO for implementation throughout the Company. The Risk Appetite Statement serves as a tool to preclude activities that are inconsistent with the business and risk strategy. The Risk Appetite Statement is reviewed and approved at least annually as part of the business planning process and will be modified, as necessary, to include updated risk tolerances by risk category, enabling us to meet prescribed goals while continuing to operate within established risk thresholds.

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Cybersecurity

____________________________________________________________________________________________

Risk Management and Strategy

Our information security program includes administrative, technical and physical safeguards and is designed to provide an appropriate level of protection to maintain the confidentiality, integrity and availability of our Company’s, our ~~clients~~partners' and our customers’ information, as well as our information systems. This includes protecting against known and evolving threats to the security of customer records and information, and against unauthorized or unintended access, compromise, ordisruption, loss or destruction of ~~customer~~our Company's, our partners' and our customers' records or information and of our information systems.

Our information security program is designed to continuously adapt to an evolving landscape of emerging threats and available technology. Through data gathering and evaluation of emerging threats from internal and external incidents and technology investments, security controls are adjusted on an as needed basis. We have ~~developed a security strategy and implemented~~ layers of protective controls embedded throughout our technology environment ~~that~~designed ~~establish~~to ~~multiple~~create ~~control~~a ~~points~~solid security shield between actual or potential threats and our assets. WeFurther, ~~test~~our ~~the~~information ~~effectiveness~~security ofprogram ~~our~~is ~~controls~~designed ~~and~~to ~~data~~adapt ~~protection~~to ~~processes~~an ~~through~~evolving ~~internal~~landscape ~~and~~of ~~independent~~emerging ~~external audits~~ and ~~assessments,~~available ~~including~~technology ~~regular~~and ~~penetration~~related ~~tests~~threats, ~~application~~such ~~code~~as ~~reviews,~~artificial ~~vulnerability~~intelligence ~~scans,~~("AI"). ~~disaster~~Through ~~recovery~~the ~~tests~~evaluation ~~and~~of ~~cyber~~data ~~exercises~~gathered tofrom ~~simulate~~external ~~hacker~~sources ~~attacks.~~about ~~Our~~emerging ~~information~~threats ~~security~~and ~~program~~incidents, isassessments ~~supported by regular training~~ of ~~information~~internal ~~security~~incidents ~~employees~~ and ~~awareness~~strategic ~~training~~technology ~~and activities for executives~~investments, ~~directors,~~security ~~and~~controls ~~employees~~are ~~companywide~~adjusted ~~through~~on ~~which~~an weas ~~communicate~~needed ~~our information security policies, standards, processes and practices~~basis.

~~Further,~~Key components of our information security program ~~is designed to provide oversight of third parties who store~~, process or have access to sensitive data, and we require similar levels of protection from third-party service providers as are required for the Company. We maintain supplier risk assessment processes to identify risks associated with third-party service providers and have implemented enhanced cybersecurity incident and data breach response requirements for critical supplier relationships.include:

We•Application, ~~employ business continuity~~Infrastructure, ~~backup~~Hardware and ~~disaster~~Software ~~recovery~~Security: ~~procedures~~We ~~for~~have ~~all~~a ~~the~~comprehensive ~~systems~~set ~~that~~of ~~are~~controls ~~used for storing, processing~~ and ~~transferring~~requirements ~~customer~~designed ~~information, and we periodically test and validate our disaster recovery plans~~ to ~~assess~~protect our ~~resilience capabilities. Additionally~~data, ~~we maintain insurance coverage that~~applications, ~~subject to applicable terms and conditions~~infrastructure, ~~may~~hardware ~~cover certain aspects of cybersecurity~~ and ~~information risks~~software. ~~However,~~We ~~there~~have ~~can~~also bedeveloped noand ~~assurance~~implemented ~~that~~capabilities ~~liabilities~~to oridentify, ~~losses~~analyze weand ~~may~~remediate ~~incur~~threats ~~will~~and bevulnerabilities. ~~covered~~throughout ~~under~~our ~~such~~technology ~~policies or that the amount of insurance will be adequate~~environment.

•Identity and Access Management: We maintain identity and access management controls to reduce the risk of unauthorized or unintended access to critical systems and sensitive information.

•Information Security Incident Response: We have a systematic, coordinated and cross-functional approach to analyze, investigate, contain and resolve information security incidents.

•Business Continuity and Recovery: We employ business continuity, backup and disaster recovery procedures for all the systems that are used for storing, processing and transferring customer information, and we periodically test and validate our disaster recovery plans to assess our resilience capabilities.

•Supplier Risk Management: Our comprehensive supplier risk management program includes an information security assessment component designed to provide oversight of third parties who store, process or have access to sensitive data, and we require similar levels of protection from third-party service providers as are required for the Company. We maintain supplier risk assessment processes to identify risks associated with third-party service providers and have implemented cybersecurity incident and data breach response requirements for critical supplier relationships.

•Monitoring and Testing: We test the effectiveness of our controls and data protection processes through internal and independent external audits and assessments, including regular penetration tests, application code reviews, vulnerability scans, disaster recovery tests and cyber exercises to simulate hacker attacks.

•Training and Education: Our information security program is supported by regular training of information security employees and awareness training and activities for executives, directors, and employees companywide through which we communicate our information security policies, standards, processes and practices. Training topics include social engineering (such as phishing), AI, including AI-related threats, and outbound data sharing. We routinely review and update our training programs in an effort to align with the evolving information security risk landscape.

We maintain insurance coverage that, subject to applicable terms and conditions, may cover certain aspects of cybersecurity and information risks. However, the liabilities or losses we may incur may not be covered under such policies and the amount of insurance may not be adequate.

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Our information security program is designed and managed to be consistent with the Cyber Risk Institute (CRI) Profile, a cybersecurity assessment framework which is a financial services industry-specific extension of the National Institute of Standards and Technology (NIST) Cybersecurity Framework. We measure and monitor the maturity of the information security program against this framework, industry guidance, and a risk-driven metrics program aligned to our business requirements. Along with periodically being examined by our regulators, Synchrony regularly engages external experts to audit, evaluate and validate our controls against these standard frameworks, and we adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these examinations, audits and evaluations.

Cybersecurity threats, including as a result of previous cybersecurity incidents, have not materially affected the Company during the past three fiscal years. While we are not currently aware of any cybersecurity threats that are reasonably likely to materially affect the Company, ~~there is no assurance that~~ we ~~will~~could ~~not~~ be materially affected by such threats in the future. For additional information on our risks related to cybersecurity, see “Risk Factors Relating to Our Business—Cyber-attacks or other security breaches could have a material adverse effect on our business.”

Governance

Our Board's fully independent Risk Committee has primary oversight of the Company's cybersecurity risk. Cybersecurity risk is a component of operational risk within our enterprise risk management framework. For a detailed description of our enterprise risk management framework, including its governance and processes, see “Risks—Risk Management.”

88We also have several management subcommittees, which ultimately report to our Board, that play key roles in the oversight of cybersecurity risk. Areas of oversight include: (i) risks associated with our information technology related processes, systems and activities; (ii) activities and capabilities designed to mitigate data protection-related risk; (iii) our operational resilience priorities, strategies and capabilities; and (iv) risks related to the use of generative AI. Our information security team, led by our Chief Information Security Officer ("CISO"), in collaboration with our Risk Committee and our executive leadership team, closely monitors our information security program, including our strategy, and information security policies and practices, against a rapidly evolving landscape of threats and regulatory requirements and expectations. The Risk Committee receives reports and briefings on our information security and enterprise risk management programs at least quarterly, including the results of any external audits, examinations and evaluations, as well as maturity assessments of our information security program, at least one of these sessions is held jointly with the Audit Committee.

~~Our~~The information security team, ~~led~~leads by our ~~Chief Information Security Officer ("CISO"), in collaboration with our Risk Committee and our executive leadership team, closely monitors our~~ information security program, ~~including our strategy,~~ and ~~information~~is ~~security~~responsible ~~policies~~for ~~and~~identifying, ~~practices~~assessing, ~~against~~managing ~~a rapidly evolving landscape of threats~~ and ~~regulatory~~controlling ~~requirements~~cybersecurity ~~and~~risk, ~~expectations. The Risk Committee receives reports~~ and ~~briefings~~for onmitigating our ~~information~~cybersecurity ~~security and enterprise~~ risk ~~management~~exposure. ~~programs~~Our atinformation ~~least~~security ~~quarterly,~~program ~~including~~is ~~the~~monitored ~~results of any external audits, examinations~~ and ~~evaluations,~~challenged asby ~~well as maturity assessments of~~ our ~~information~~risk ~~security~~management ~~program~~team, atled ~~least~~by ~~one~~our ~~of these sessions is held jointly with the Audit Committee~~CRO.

~~The~~We ~~CISO~~have ~~team~~developed ~~leading~~an incident response governance framework to identify, evaluate and thereafter report cybersecurity incidents to our ~~information~~executive ~~security~~management ~~program~~team, isappropriate ~~responsible~~management ~~for~~committees, ~~identifying~~including the enterprise risk management committee, ~~assessing~~the Risk Committee, ~~managing~~Audit Committee and ~~controlling~~Board, ~~cybersecurity~~in ~~risk,~~a timely manner and ~~for~~as ~~mitigating~~necessary. ~~our~~In addition to facilitating timely evaluation, escalation and reporting of cybersecurity ~~risk~~incidents, ~~exposure.~~this ~~Our~~framework ~~information~~also ~~security~~sets ~~program~~forth isthe ~~monitored~~process for identifying and ~~challenged~~assessing bythe ~~our~~severity ~~risk~~of ~~management~~cybersecurity ~~team~~incidents, ~~led~~as bywell ~~our~~as ~~CRO.~~for managing post-incident activities, including recovery and resolution.

WeThe ~~have~~CISO ~~developed~~reports andirectly ~~incident~~to ~~response~~our ~~governance~~Chief ~~framework~~Technology toand ~~timely~~Operating ~~identify,~~Officer ~~evaluate~~ and ~~thereafter~~on ~~report~~a ~~cybersecurity~~dotted ~~incidents~~line basis to our ~~executive~~CRO. ~~management~~Our ~~team,~~CISO ~~appropriate~~has ~~management~~expertise ~~committees,~~in ~~including~~information ~~the~~security, ~~enterprise~~cybersecurity, ~~risk~~data ~~management~~protection ~~committee~~programs, ~~the~~complex ~~Risk~~incident ~~Committee,~~management ~~Audit~~and ~~Committee~~response, ~~and~~global ~~Board~~cybersecurity regulations, asidentity ~~necessary.~~and Inaccess ~~addition~~management, tosecurity ~~facilitating~~architecture, ~~timely~~cloud ~~evaluation~~security, ~~escalation~~application ~~and~~security, ~~reporting~~vulnerability ofmanagement ~~cybersecurity~~and ~~incidents,~~operational ~~this~~resilience ~~framework~~through ~~also~~prior ~~sets~~roles ~~forth~~serving as the ~~process~~chief ~~for~~information ~~identifying~~security ~~and~~officer ~~assessing~~at ~~the~~other ~~severity~~large offinancial ~~cybersecurity~~institutions ~~incidents,~~and as25 ~~well~~years asof ~~for~~experience ~~managing~~across ~~post-incident~~the ~~activities,~~financial ~~including~~services ~~recovery~~ and ~~resolution~~technology sectors.

The CISO reports directly to our Chief Technology and Operating Officer and on a dotted line basis to our CRO. Our CISO has expertise in cybersecurity, information security risk management, identity and access management, security architecture, application security, vulnerability management, threat intelligence, security operations and incident management and response through prior roles leading information security functions at other large organizations and has over 30 years of experience across technology and security. The CISO holds various professional certifications, including the Certified Information Security Manager certification from the Information Systems Audit and Control Association.87

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REGULATION

Regulation Relating to Our Business

____________________________________________________________________________________________

Our business, including our relationships with our customers, is subject to regulation, supervision and examination under U.S. federal, state and foreign laws and regulations. These laws and regulations cover all aspects of our business, including lending and collection practices, treatment of our customers, safeguarding deposits, customer privacy and information security, capital structure, liquidity, dividends and other capital distributions, transactions with affiliates and conduct and qualifications of personnel. Such laws and regulations directly and indirectly affect key drivers of our profitability, including, for example, capital and liquidity, product offerings, risk management, and costs of compliance. As a savings and loan holding company and financial holding company, Synchrony is subject to regulation, supervision and examination by the Federal Reserve Board. As a large provider of consumer financial services, we are also subject to regulation, supervision and examination by the CFPB. The Bank is a federally chartered savings association. As such, the Bank is subject to regulation, supervision and examination by the OCC, which is its primary regulator, and by the CFPB. In addition, the Bank, as an insured depository institution, is supervised by the FDIC. The ~~Dodd-Frank Act and regulations promulgated thereunder have had, and may continue to have, a significant impact on our business, results of operations and financial condition. As a result, the~~ extensive laws and regulations to which we are subject and with which we must comply significantly impact our earnings, results of operations, financial condition and competitive position. The impact of such regulations on our business is discussed further below, as well as in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (MD&A) and “Risk Factors Relating to Regulation” of this Form 10-K Report.

The Dodd-Frank Wall Street Reform and Consumer Protection Act and Related Developments

The Dodd-Frank Act, which was enacted in 2010, significantly restructured the financial regulatory regime in the United States. Certain aspects of the Dodd-Frank Act are subject to rules that have been taking effect over several years or have been revised since their initial adoption.

On May 24, 2018, the President signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (“EGRRCPA”), which amended the Dodd-Frank Act and modified certain post-crisis regulatory requirements. On October 10, 2019, the Federal Reserve Board, OCC, and FDIC issued final rules, which we refer to as the "Tailoring Rules," that tailor the applicability of the Federal Reserve Board’s enhanced prudential standards relating to capital, liquidity, and other risk management matters, and apply certain of these standards to savings and loan holding companies (other than those substantially engaged in insurance underwriting or commercial activities) that have total consolidated assets of $100 billion or more based on the average of the previous four quarters, referred to as “covered savings and loan holding companies.” Synchrony became subject to these enhanced prudential standards in 2023. These enhanced prudential standards, including the applicable transition periods for Synchrony, are discussed in greater detail below.

The recent and possible future changes to the regulatory framework applicable to Synchrony and the Bank make it difficult to assess the overall financial impact of the Dodd-Frank Act and related regulatory developments on us and across the industry. See also “Regulation—Risk Factors Relating to Regulation—Ongoing changes to the regulatory framework applicable to us have had, and may continue to have, a significant impact on our business, financial condition and results of operations.”

Savings and Loan Holding Company Regulation

Overview

As a savings and loan holding company, we are required to register and file periodic reports with, and are subject to regulation, supervision and examination by, the Federal Reserve Board. The Federal Reserve Board has adopted guidelines establishing safety and soundness standards on such matters as liquidity risk management, securitizations, operational risk management, internal controls and audit systems, business continuity, and compensation and other employee benefits. We are regularly reviewed and examined by the Federal Reserve Board, which results in supervisory comments and directions relating to many aspects of our business that require our response and attention.

The Federal Reserve Board has broad enforcement authority over us and our subsidiaries (other than the Bank and its subsidiaries). Under the Dodd-Frank Act, we are required to serve as a source of financial strength for any insured depository institution that we control, such as the Bank.

Capital

As a savings and loan holding company, Synchrony is subject to capital requirements.

The following are the minimum capital ratios to which Synchrony is subject:

•under the Basel III standardized approach, a common equity Tier 1 capital to risk-weighted assets ratio of at least 7% (the minimum of 4.5% plus a stress capital ~~conservation~~ buffer of 2.5%), a Tier 1 capital to risk-weighted assets ratio of at least 8.5% (the minimum of 6% plus a stress capital ~~conservation~~ buffer of 2.5%), and a total capital to risk-weighted assets ratio of at least 10.5% (a minimum of 8% plus a stress capital ~~conservation~~ buffer of 2.5%); and

•a leverage ratio of Tier 1 capital to total consolidated assets of 4%.

For a discussion of our capital ratios at December 31, ~~2024~~2025, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Capital.”

Under the Tailoring Rules, as a covered savings and loan holding company with average total consolidated assets of $100 billion or more, but less than $250 billion, Synchrony is now subject to supervisory stress tests on a biennial basis, in even calendar years. Synchrony currently expects that the 2026 supervisory stress test is the first stress test in which it will be required to participate.88

~~Covered~~Table ~~savings and loan holding companies with average total consolidated assets~~ of $100 billion or more are also subject to a stress capital buffer in lieu of the 2.5% capital conservation buffer. The stress capital buffer is calculated as the amount of loss of common equity Tier 1 capital incurred by the Company in the severely adverse scenario of the most recent supervisory stress test exercise, assuming certain continued payments on capital instruments, and is subject to a floor of 2.5% of risk-weighted assets. Synchrony will become subject to the stress capital buffer once it begins to participate in supervisory stress tests. As a result, its capital requirements may increase and its ability to pay dividends, make other capital distributions, or redeem or repurchase its stock may be adversely impacted. Contents

~~Under~~As a ~~December~~covered ~~2018~~savings ~~final~~and ~~rule,~~loan ~~banking~~holding ~~organizations~~company ~~were~~with ~~permitted~~average tototal ~~phase~~consolidated inassets ~~the regulatory capital effects~~ of ~~the~~$100 ~~CECL~~billion ~~model,~~or ~~the new accounting standard for credit losses~~more, ~~over~~but ~~three~~less ~~years.~~than On$250 ~~March 27~~billion, ~~2020,~~Synchrony ~~the~~is ~~CARES~~subject ~~Act was signed into law, and included a provision that permits financial institutions~~ to ~~defer~~supervisory ~~temporarily~~stress ~~the~~tests ~~use~~on ~~of CECL. In~~ a ~~related~~biennial ~~action~~basis, ~~the joint federal bank regulatory agencies issued an interim final rule effective March 31, 2020, that allows banking organizations that implemented CECL~~ in ~~2020~~even tocalendar ~~elect to mitigate the effects of the CECL accounting standard on their regulatory capital for two~~ years. ~~This~~The ~~two-year~~2026 ~~delay~~supervisory isstress intest ~~addition~~is to the ~~three-year~~first ~~transition~~stress ~~period~~test ~~that the agencies had already made available~~ in ~~December~~which ~~2018.~~ Synchrony ~~and~~is ~~the~~required ~~Bank have elected~~ to ~~defer~~participate. ~~the~~On ~~regulatory~~February ~~capital~~4, ~~effects~~2026, ~~of CECL in accordance with~~ the ~~interim~~Federal ~~final~~Reserve ~~rule,~~Board ~~and~~voted ~~not~~ to ~~apply~~maintain ~~the~~banking ~~deferral~~organizations’ ofcurrent ~~CECL~~stress ~~available~~capital ~~under~~buffer ~~the~~requirements ~~CARES~~until ~~Act.~~2027 Asat ~~a result,~~ the ~~effects~~earliest. ofBecause ~~CECL on~~ Synchrony’s ~~and~~is ~~the~~only ~~Bank’s~~subject ~~regulatory~~to ~~capital~~supervisory ~~were~~stress ~~delayed~~tests ~~through~~on ~~the~~a ~~year~~biennial ~~2021~~basis, ~~and~~we ~~were~~remain ~~phased-in~~subject ~~over~~to aour ~~three-year~~initial ~~period~~stress ~~from~~capital ~~January~~buffer 1,of ~~2022 through December 31, 2024~~2.5% ~~Under~~and ~~the~~will ~~March~~receive ~~31,~~a ~~2020~~new ~~interim~~stress ~~final rule, the amount of adjustments to regulatory~~ capital ~~deferred~~buffer ~~until the phase-~~in ~~period~~2028. ~~included both the initial impact of a banking organization’s~~

91Beginning in 2028, a new stress capital buffer will be calculated each year in which Synchrony participates in the supervisory stress test and will become effective October 1st of such year. Each new stress capital buffer will be calculated as the amount of loss of common equity Tier 1 capital incurred by the Company in the severely adverse scenario of the supervisory stress test exercise conducted in such year, assuming certain continued payments on capital instruments, and will be subject to a floor of 2.5% of risk-weighted assets. Synchrony's minimum capital requirements may increase as a result of the assignment of a new stress capital buffer, and Synchrony's ability to pay dividends, make other capital distributions, or redeem or repurchase its stock may be adversely impacted.

~~adoption~~On October 24, 2025, the Federal Reserve Board released proposals requesting comment on changes designed to enhance the transparency and public accountability of ~~CECL~~the atsupervisory ~~January~~stress 1tests. Among other things, ~~2020~~the proposals seek comment on the Federal Reserve Board’s stress test models, ~~and~~including ~~25%~~how ofto ~~subsequent~~reflect ~~changes~~revenue and loss sharing agreements in ~~its~~stress ~~allowance~~scenarios. ~~for~~We ~~credit~~are ~~losses~~evaluating ~~during~~the ~~each~~potential ~~quarter~~impact of the ~~two-year~~proposals ~~period~~on ~~ended~~the ~~December~~Company. 31As discussed above, ~~2021~~the Federal Reserve Board voted in February 2026 to maintain existing stress capital buffer requirements while these proposals remain outstanding.

On July 27, 2023, the federal banking agencies proposed rules, known as the “Basel Endgame” proposal, that would change the regulatory capital requirements for banking organizations that have $100 billion or more in total assets, such as Synchrony, or have significant trading activity. The proposed rules would, among other changes, lower the threshold for the amount of certain deferred tax assets that must be deducted from capital, introduce a new expanded risk based approach for calculating risk -weighted assets, which, compared to the standardized approach to which Synchrony is currently subject, add an operational risk charge and apply higher credit conversion factors to unused portion of unconditionally cancellable lines of credit. On September 10, 2024, the then Vice Chair for Supervision at the Federal Reserve Board ~~(the "Vice Chair")~~, gave a speech outlining a set of potential revisions to the Basel Endgame proposal, such as recommending that the Federal Reserve Board issue a re-proposal of the rule in which banking organizations with total assets between $100 billion and $250 billion, such as Synchrony, would not be subject to the changes to their capital requirements outlined in the Basel Endgame proposal, other than the proposed requirement to recognize unrealized gains and losses of their securities in regulatory capital. It remains uncertain whether the federal banking agencies will re-propose and/or finalize the Basel Endgame rule, and if so, whether the ~~agencies~~rule ~~will~~would ~~adopt~~apply ~~the~~in ~~Vice~~whole ~~Chair’~~or in part to institutions of Synchrony's ~~recommendations~~size.

Dividends and Stock Repurchases

We are limited in our ability to pay dividends or repurchase our stock by the Federal Reserve Board, including on the basis that doing so would be an unsafe or unsound banking practice. Where we intend to declare or pay a dividend or repurchase our stock, we are expected to inform and consult with the Federal Reserve Board in advance to ensure that such dividend or repurchase does not raise supervisory concerns. It is the policy of the Federal Reserve Board that a savings and loan holding company like us should generally pay dividends on common stock and preferred stock out of earnings, and only if prospective earnings retention is consistent with the company’s capital needs and overall current and prospective financial condition.

According to guidance from the Federal Reserve Board, our dividend policies will be assessed against, among other things, our ability to achieve applicable Basel III capital ratio requirements. If we do not achieve applicable Basel III capital ratio requirements, we may not be able to pay dividends. Although we currently expect to meet applicable Basel III capital ratio requirements, inclusive of the stress capital ~~conservation~~ buffer, we cannot be sure that we will meet those requirements or that even if we do, if we will be able to pay dividends.

In evaluating the appropriateness of a proposed redemption or repurchase of stock, the Federal Reserve Board will consider, among other things, the potential loss that we may suffer from the prospective need to increase reserves and write down assets as a result of continued asset deterioration, and our ability to raise additional common equity and other capital to replace the stock that will be redeemed or repurchased. The Federal Reserve Board also will consider the potential negative effects on our capital structure of replacing common stock with any lower-tier form of regulatory capital issued. Moreover, we became subject to formal capital plan submission requirements as of January 1, 2024, and regulatory review of our capital plan may result in an increase in our capital requirements and adverse impacts on our ability to pay dividends, make other capital distributions, or redeem or repurchase our stock. See “Regulation—Risk Factors Relating to Regulation—Failure by Synchrony and the Bank to meet applicable capital adequacy and liquidity requirements could have a material adverse effect on us” and “—We are subject to restrictions that limit our ability to pay dividends and repurchase our common stock; the Bank is subject to restrictions that limit its ability to pay dividends to us, which could limit our ability to pay dividends, repurchase our common stock or make payments on our indebtedness.”89

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In evaluating the appropriateness of a proposed redemption or repurchase of stock, the Federal Reserve Board will consider, among other things, the potential loss that we may suffer from the prospective need to increase reserves and write down assets as a result of continued asset deterioration, and our ability to raise additional common equity and other capital to replace the stock that will be redeemed or repurchased. The Federal Reserve Board also will consider the potential negative effects on our capital structure of replacing common stock with any lower-tier form of regulatory capital issued. Moreover, the Federal Reserve Board's review of our capital plan may result in an increase in our capital requirements and adverse impacts on our ability to pay dividends, make other capital distributions, or redeem or repurchase our stock. See “Regulation—Risk Factors Relating to Regulation—Failure by Synchrony and the Bank to meet applicable capital adequacy and liquidity requirements could have a material adverse effect on us” and “—We are subject to restrictions that limit our ability to pay dividends and repurchase our common stock; the Bank is subject to restrictions that limit its ability to pay dividends to us, which could limit our ability to pay dividends, repurchase our common stock or make payments on our indebtedness.”

Liquidity

As a covered savings and loan holding company with average total consolidated assets of $100 billion or more, we must comply with enhanced prudential standards with respect to liquidity management, including maintaining diversified liquidity buffers and regularly conducting liquidity stress tests.

Activities

In general, savings and loan holding companies may only conduct, or acquire control of companies engaged in, financial activities as permitted under the relevant provisions of the Bank Holding Company Act and the Home Owners' Loan Act (“HOLA”). Savings and loan holding companies that have elected financial holding company status generally can engage in a broader range of financial activities than are otherwise permissible for savings and loan holding companies, including securities underwriting, dealing and making markets in securities, and making merchant banking investments in non-financial companies. Synchrony has elected for financial holding company status.

The Federal Reserve Board has the authority to limit a financial holding company’s ability to conduct otherwise permissible activities if the financial holding company or any of its depository institution subsidiaries ceases to meet the applicable eligibility requirements, including requirements that the financial holding company and each of its U.S. depository institution subsidiaries maintain their status as “well-capitalized” and “well-managed.” The Federal Reserve Board may also impose corrective capital and/or managerial requirements on the financial holding company and may, for example, require divestiture of the holding company’s depository institutions if the deficiencies persist. Federal regulations additionally provide that if any depository institution controlled by a financial holding company fails to maintain at least a “Satisfactory” rating under the Community Reinvestment Act (“CRA”), the financial holding company and its subsidiaries are prohibited from engaging in additional activities that are permissible only for financial holding companies.

In addition, we are subject to banking laws and regulations that limit in certain respects the types of acquisitions and investments that we can make. For example, certain acquisitions of and investments in depository institutions or their holding companies that we may undertake are subject to the prior review and approval of our banking regulators, including the Federal Reserve Board, the OCC and the FDIC. Our banking regulators have broad discretion on whether to approve such acquisitions and investments. In deciding whether to approve a proposed acquisition or investment, federal bank regulators may consider, among other factors: (i) the effect of the acquisition or investment on competition, (ii) our financial condition and future prospects, including current and projected capital ratios and levels, (iii) the competence, experience and integrity of our management and its record of compliance with laws and regulations, (iv) the convenience and needs of the communities to be served, including our record of compliance under the CRA, (v) our effectiveness in combating money laundering, and (vi) any risks that the proposed acquisition poses to the U.S. banking or financial system.

Certain acquisitions of our voting stock may be subject to regulatory approval or notice under federal law. Investors are responsible for ensuring that they do not, directly or indirectly, acquire shares of our stock in excess of the amount that can be acquired without regulatory approval under the Change in Bank Control Act and the HOLA, which prohibit any person or company from acquiring control of us without, in most cases, the prior written approval of the Federal Reserve Board.

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Resolution

As a savings and loan holding company with $100 billion or more in assets, Synchrony may become subject to long-term debt requirements that are intended to facilitate an orderly resolution of large banking organizations and make their funding profiles more stable. An August 2023 interagency notice of proposed rulemaking would require depository institution holding companies with $100 billion or more in assets to issue minimum amounts of long-term debt and to maintain “clean” holding companies without certain types of liabilities, and, relatedly, would require insured depository institution subsidiaries with $100 billion or more in assets to issue minimum amounts of long-term debt to a holding company. If the proposed changes are finalized, they may require changes to our funding strategy and/or increase our cost of funding.

Savings Association Regulation

Overview

The Bank is required to file periodic reports with the OCC and is subject to regulation, supervision, and examination by the OCC, the FDIC, and the CFPB. The OCC has adopted guidelines establishing safety and soundness standards on such matters as loan underwriting and documentation, asset quality, earnings, internal controls and audit systems, risk management, interest rate risk exposure and compensation and other employee benefits. The Bank is periodically examined by the OCC, the FDIC, and the CFPB, which results in supervisory comments and directions relating to many aspects of the Bank’s business that require the Bank’s response and attention. In addition, the OCC, the FDIC, and the CFPB have broad enforcement authority over the Bank.

Capital

The Bank is required by OCC regulations to maintain specified levels of regulatory capital. Institutions that are not well-capitalized are subject to certain restrictions on brokered deposits and interest rates on deposits. The OCC is authorized and, under certain circumstances, required to take certain actions against an institution that fails to meet the minimum ratios for an adequately capitalized institution. At December 31, ~~2024~~2025, the Bank met or exceeded all applicable requirements to be deemed well-capitalized under OCC regulations.

The following are the minimum capital ratios to which the Bank is subject:

•under the Basel III standardized approach, a common equity Tier 1 capital to risk-weighted assets ratio of 7% (the minimum of 4.5% plus a capital conservation buffer of 2.5%), a Tier 1 capital to risk-weighted assets ratio of 8.5% (the minimum of 6% plus a capital conservation buffer of 2.5%), and a total capital to risk-weighted assets ratio of 10.5% (a minimum of 8% plus a capital conservation buffer of 2.5%); and

•a leverage ratio of Tier 1 capital to total consolidated assets of 4%.

For a discussion of the Bank’s capital ratios, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital.”

As an insured depository institution, the Bank is also subject to the FDIA, which requires, among other things, the federal banking agencies to take “prompt corrective action” in respect of depository institutions that do not meet minimum capital requirements. The FDIA sets forth the following five capital tiers: “well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” A depository institution’s capital tier will depend upon how its capital levels compare with various relevant capital measures and certain other factors that are established by regulation. To be well-capitalized for purposes of the FDIA, the Bank must maintain a common equity Tier 1 capital to risk-weighted assets ratio of 6.5%, a Tier 1 capital to risk-weighted assets ratio of 8%, a total capital to risk-weighted assets ratio of 10%, and a leverage ratio of Tier 1 capital to total consolidated assets of 5%, and not be subject to any written agreement, order or capital directive, or prompt corrective action directive issued by the OCC to meet or maintain a specific capital level for any capital measure. At December 31, ~~2024~~2025, the Bank met or exceeded all applicable requirements to be deemed well-capitalized for purposes of the FDIA.

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Dividends and Stock Repurchases

OCC regulations limit the ability of savings associations to make distributions of capital, including payment of dividends, stock redemptions and repurchases, cash-out mergers and other transactions charged to the capital account. The Bank must obtain the OCC’s approval or give the OCC prior notice before making a capital distribution in certain circumstances, including if the Bank proposes to make a capital distribution when it does not meet certain capital requirements (or will not do so as a result of the proposed capital distribution) or certain net income requirements. In addition, the Bank must file a prior written notice of a planned or declared dividend or other distribution with the Federal Reserve Board. The OCC or the Federal Reserve Board may object to a capital distribution if: among other things, (i) the Bank is, or as a result of such distribution would be, undercapitalized, significantly undercapitalized or critically undercapitalized, (ii) the regulators have safety and soundness concerns or (iii) the distribution violates a prohibition in a statute, regulation, agreement between us and the OCC or the Federal Reserve Board, or a condition imposed on us in an application or notice approved by the OCC or the Federal Reserve Board. Additional restrictions on dividends apply if the Bank fails the QTL test (described below under “—Activities”).

The FDIA also prohibits any insured depository institution from making any capital distributions (including payment of a dividend) or paying any management fee to its parent holding company if the depository institution would thereafter be “undercapitalized.” If a depository institution is less than adequately capitalized, it must prepare and submit a capital restoration plan to its primary federal regulator for approval. For a capital restoration plan to be acceptable, among other things, the depository institution’s parent holding company must guarantee that the institution will comply with the capital restoration plan. If a depository institution fails to submit an acceptable capital restoration plan, it is treated as if it is “significantly undercapitalized.” A “significantly undercapitalized” depository institution may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become “adequately capitalized,” elect a new Board of Directors, reduce total assets or cease taking deposits from correspondent banks. A “critically undercapitalized” institution may be subject to the appointment of a conservator or receiver which could sell or liquidate the institution, be required to refrain from making payments on its subordinated debt, or be subject to additional restrictions on its activities.

Liquidity

The Bank is required to comply with prudential regulation in connection with liquidity. In particular, under OCC guidelines establishing heightened standards for governance and risk management (the “Heightened Standards”), the Bank is required to establish liquidity stress testing and planning processes, which the Bank has done. For a discussion of the Heightened Standards, see “—Heightened Standards for Risk Management Governance” below.

Activities

Under HOLA, the OCC requires the Bank to comply with the qualified thrift lender, or “QTL” test. Under the QTL test, the Bank is required to maintain at least 65% of its “portfolio assets” (total assets less (i) specified liquid assets up to 20% of total assets, (ii) intangibles, including goodwill and (iii) the value of property used to conduct business) in certain “qualified thrift investments” (primarily residential mortgages and related investments, including certain mortgage-backed securities, credit card loans, student loans and small business loans) in at least nine months of the most recent 12-month period. The Bank currently meets that test. A savings association that fails to meet the QTL test is subject to certain operating restrictions and may be required to convert to a national bank charter.

Savings associations, including the Bank, are subject to limitations on their lending and investments. These limitations include percentage of asset limitations on various types of loans the Bank may make. In addition, there are similar limitations on the types and amounts of investments the Bank may make.

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Insured depository institutions, including the Bank, are subject to restrictions under Sections 23A and 23B of the Federal Reserve Act (as implemented by Federal Reserve Board Regulation W), which govern transactions between an insured depository institution and an affiliate, including an entity that is the institution’s direct or indirect holding company and a nonbank subsidiary of such a holding company. Restrictions in Sections 23A and 23B of the Federal Reserve Act apply to “covered transactions” such as extensions of credit, issuances of guarantees or asset purchases. In general, these restrictions require that any extensions of credit made by the insured depository institution to an affiliate must be fully secured with qualifying collateral and that the aggregate amount of covered transactions is limited, as to any one affiliate of the Bank, to 10% of the Bank’s capital stock and surplus, and, as to all of the Bank’s affiliates in the aggregate, to 20% of the Bank’s capital stock and surplus. In addition, transactions between the Bank and its affiliates must be on terms and conditions that are, or in good faith would be, offered by the Bank to non-affiliated companies (i.e., at arm’s length).

The CRA is a federal law that generally requires an insured depository institution to identify the communities it serves and to make loans and investments, offer products and provide services, in each case designed to meet the credit needs of these communities. The CRA also requires an institution to maintain comprehensive records of CRA activities to demonstrate how it is meeting the credit needs of communities. These records are subject to periodic examination by the responsible federal banking agency of the institution. Based on these examinations, the agency rates the institution’s compliance with CRA as “Outstanding,” “Satisfactory,” “Needs to Improve” or “Substantial Noncompliance.” The CRA requires the agency to take into account the record of an institution in meeting the credit needs of the entire communities served, including low- and moderate- income neighborhoods, in determining such rating. Failure of an institution to receive at least a “Satisfactory” rating could inhibit the institution or its holding company from undertaking certain activities, including acquisitions. The Bank is currently designated as a Limited Purpose bank under the CRA and therefore is generally evaluated on the basis of its community development activity in the geographies in which its physical facilities are located. The Bank received a CRA rating of “Outstanding” as of its most recent CRA examination.

On October 24, 2023, the ~~federal~~OCC, ~~banking~~Federal ~~agencies~~Reserve Board, and FDIC issued a final rule ~~that~~revising ~~revises~~their ~~how~~framework ~~they~~for ~~evaluate~~evaluating ~~an insured depository institution~~banks’s ~~record~~records of ~~satisfying~~community ~~the~~reinvestment ~~credit~~under ~~needs~~the ofCRA. ~~its~~On ~~entire~~July ~~communities~~16, ~~including~~2025, ~~low-~~these ~~and~~bank ~~moderate-~~regulatory ~~income~~agencies ~~individuals~~issued ~~and~~a ~~neighborhoods,~~proposal ~~under~~to rescind the ~~CRA.~~October ~~The~~2023 final rule ~~provides~~and ~~that~~reinstate ~~Limited~~the ~~Purpose~~CRA ~~banks,~~framework ~~such~~that asexisted ~~the~~prior ~~Bank, will continue~~ to ~~be evaluated primarily on~~ the ~~basis~~October of2023 ~~their community development activities. Industry organizations have challenged the~~ final rule. inThe ~~court,~~Bank’s ~~and~~most onrecent ~~March~~performance ~~29,~~evaluation ~~2024,~~was ~~the~~conducted ~~United~~using ~~States District Court for~~ the ~~Northern~~CRA ~~District~~framework ofthat ~~Texas~~existed ~~granted~~prior anto ~~injunction~~the ~~and~~October ~~stay~~2023 ~~of the~~ final rule. ~~The final outcome of such challenge is uncertain.~~

The FDIA prohibits insured banks from accepting brokered deposits or offering interest rates on any deposits significantly higher than the prevailing rate in the bank’s normal market area or nationally (depending upon where the deposits are solicited) unless it is “well-capitalized,” or it is “adequately capitalized” and receives a waiver from the FDIC. A bank that is “adequately capitalized” and that accepts brokered deposits under a waiver from the FDIC may not pay an interest rate on any deposit in excess of 75 basis points over certain prevailing market rates. There are no such restrictions under the FDIA on a bank that is “well-capitalized.” Further, “undercapitalized” institutions are subject to growth limitations. At December 31, ~~2024~~2025, the Bank met or exceeded all applicable requirements to be deemed well-capitalized for purposes of the FDIA. An inability to accept brokered deposits in the future could materially adversely impact our funding costs and liquidity.

On September 17, 2024, the OCC finalized a new Policy Statement Regarding Statutory Factors Under the Bank Merger Act (the “Policy Statement”), which outlines factors that the OCC will consider when evaluating a proposed bank merger transaction. Also on September 17, 2024, the United States Department of Justice (the “DOJ”) withdrew its 1995 Bank Merger Guidelines and announced that it will instead evaluate the competitive impact of bank mergers using its 2023 Merger Guidelines that the DOJ applies to mergers in all industries. Compared to the 1995 Bank Merger Guidelines, the 2023 Merger Guidelines set forth more stringent concentration limits and add several largely qualitative bases on which the DOJ may challenge a merger. While the effect of these changes for particular transactions remains unclear, ~~both~~ the ~~Policy Statement and the~~ change in the DOJ’s bank merger antitrust policy may make it more difficult and/or costly for us to obtain regulatory approval for an acquisition or may otherwise result in more onerous conditions to obtain approval for an acquisition.

Deposit Insurance

The FDIA requires the Bank to pay deposit insurance assessments. Under the FDIC’s current deposit insurance assessment methodology, the Bank is required to pay deposit insurance assessments based on its average consolidated total assets, less average tangible equity, and various other regulatory factors included in an FDIC assessment scorecard.

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Deposit insurance assessments are also affected by the minimum reserve ratio with respect to the federal Deposit Insurance Fund (the “DIF”). The Dodd-Frank Act increased the minimum reserve ratio with respect to the DIF to 1.35% and removed the statutory cap on the reserve ratio. The FDIC subsequently adopted a designated ratio of 2% and may increase that ratio in the future. Since the outbreak of the COVID-19 pandemic, the amount of total estimated insured deposits has grown very rapidly while the funds in the DIF have grown at a normal rate, causing the DIF reserve ratio to fall below the statutory minimum of 1.35%. The FDIC adopted a restoration plan in September 2020, which it amended in June 2022, to restore the DIF reserve ratio to at least 1.35% by September 30, 2028. On October 18, 2022 the FDIC adopted a final rule to increase initial base deposit insurance assessment rates for insured depository institutions by 2 basis points, beginning with the first quarterly assessment period of 2023. The increased assessment rate schedules will remain in effect unless and until the reserve ratio of the DIF meets or exceeds 2%. As a result of the final rule, the FDIC insurance costs of insured depository institutions, including the Bank, have generally increased.

In addition, on November 16, 2023, the FDIC adopted a final rule to implement a special assessment to recover losses to the DIF arising from the protection of uninsured depositors following the receiverships of failed institutions in the spring of 2023. The assessment base for the special assessment was equal to an insured depository institution’s estimated uninsured deposits reported for the quarter ended December 31, 2022, minus the first $5 billion in estimated uninsured deposits. The FDIC ~~will~~collected ~~collect~~ the special assessment over eight ~~initial~~ quarterly assessment periods starting with the first quarter of 2024~~, at a quarterly rate of 3~~.36 ~~basis~~While ~~points. Synchrony recognized~~ the ~~entire initial special assessment expense of $9 million in the~~ fourth quarter of ~~2023.~~2025 ~~However,~~was ~~depending on future adjustments to~~ the ~~DIF’s~~final ~~estimated loss, the FDIC retained the ability to cease~~ collection ~~early,~~quarter ~~extend~~of the special assessment, ~~collection~~the ~~period,~~FDIC orwill ~~impose~~implement a one-time final shortfall assessment. ~~During~~if ~~2024,~~losses at the ~~FDIC~~termination ~~revised~~of ~~its loss estimate and projected that~~ the ~~special~~receiverships ~~assessment~~of ~~would~~Silicon beValley ~~collected~~Bank ~~for~~and anSignature ~~additional~~Bank ~~two~~exceed ~~quarters~~the ~~beyond~~amount ~~its~~collected ~~initial~~from ~~eight-quarter~~banks ~~collection~~through ~~period.~~the ~~The additional~~ special assessment ~~expense related to the revision of the loss estimate was not material to Synchrony~~.

The FDIA creates a depositor preference regime for the resolution of all insured depository institutions, including the Bank. If any such institution is placed into receivership, the FDIC will pay (out of the remaining net assets of the failed institution and only to the extent of such assets) first secured creditors (to the extent of their security), second the administrative expenses of the receivership, third all deposits liabilities (both insured and uninsured), fourth any other general or senior liabilities, fifth any obligations subordinated to depositors or general creditors, and finally any remaining net assets to shareholders in that capacity.

Resolution ~~and Recovery~~ Planning

Under FDIC regulations, an insured depository institution with $100 billion or more in total assets is required periodically to submit to the FDIC a plan for the institution’s resolution in the event of its failure. The plan is designed to enable the FDIC, if appointed receiver for the institution, to resolve the institution under sections 11 and 13 of the FDIA in a manner that ensures that its depositors receive timely access to their insured deposits, maximizes the net present value return from the sale or disposition of the institution’s assets, minimizes the amount of any loss realized by the creditors in the resolution, and addresses risks of adverse effects on U.S. economic conditions or economic stability. The resolution plan requirement is intended to ensure that a covered insured depository institution develops a credible strategy to facilitate the FDIC’s resolution of the institution across a range of possible scenarios and that the FDIC has access to all of the material information it needs to resolve the institution efficiently in the event of its failure. If the FDIC deems a resolution plan filing not credible and the insured depository institution fails to resubmit a credible plan, the institution could become subject to an enforcement action. The Bank's submitted its first resolution plan isin ~~due on July 1,~~ 2025, and going forward, the Bank will be required to submit resolution plans every three years and interim supplements annually.

In October 2024, the OCC issued final revisions to its recovery planning guidelines. These revised guidelines apply to insured depository institutions with average total consolidated assets of $100 billion or more, such as the Bank. The guidelines require the Bank to develop and maintain a recovery plan that identifies triggers and options for responding to a wide range of severe internal and external stress scenarios and for restoring the Bank, to the extent it is experiencing or is likely to experience considerable financial or non-financial stress, to financial strength and viability in a timely manner. Under the guidelines, the Bank must test its recovery plan at least annually. The Bank is required to comply with all aspects of these guidelines by January 1, 2026, other than the testing requirement, with which the Bank must comply by January 1, 2027.

Heightened Standards for Risk Management Governance

The OCC’s Heightened Standards establish guidelines for the governance and risk management practices of large OCC-regulated institutions, including the Bank. These Heightened Standards require covered banks to establish and adhere to a written governance framework in order to manage and control their risk-taking activities, provide standards for covered banks’ boards of directors to oversee the risk governance framework, and describe the appropriate risk management roles and responsibilities of front line units, independent risk management, and internal audit functions. The Bank believes it complies with the Heightened Standards.

On December 23, 2025, the OCC issued a proposed rule to increase the threshold for application of the guidelines to $700 billion in average total consolidated assets. If the proposed rule is finalized as proposed, the Bank would no longer be subject to the Heightened Standards at its current size.

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Consumer Financial Services Regulation

The relationship between us and our U.S. customers is regulated under federal and state consumer protection laws. Federal laws include the Truth in Lending Act, the Equal Credit Opportunity Act, HOLA, the Fair Credit Reporting Act (the “FCRA”), the Gramm-Leach-Bliley Act (the “GLBA”), the CARD Act and the Dodd-Frank Act. These and other federal laws, among other things, require disclosures of the cost of credit, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections, require safe and sound banking operations, prohibit unfair, deceptive and abusive practices, restrict our ability to raise interest rates on certain credit card balances, and subject us to substantial regulatory oversight. State and, in some cases, local laws also may regulate the relationship between us and our U.S. customers in these areas, as well as in the areas of collection practices, and may provide additional consumer protections. Moreover, we are subject to the Servicemembers Civil Relief Act, which protects persons called to active military service and their dependents from undue hardship resulting from their military service, and the Military Lending Act (the “MLA”), which extends specific protections if an account holder, at the time of account opening, is a covered active duty member of the military or certain family members thereof. The Servicemembers Civil Relief Act applies to all debts incurred prior to the commencement of active duty (including credit card and other open-end debt) and limits the amount of interest, including service and renewal charges and any other fees or charges (other than bona fide insurance) that are related to the obligation or liability. The MLA applies to certain consumer loans, including credit extended pursuant to a credit card account, and extends specific protections if an account holder, at the time of account opening, is a covered active duty member of the military or certain family members thereof (collectively, the “covered borrowers”). These protections include, but are not limited to: a limit on the military annual percentage rate that can be charged to 36%, delivery of certain required disclosures and a prohibition on mandatory arbitration agreements. If we were to extend credit to a covered borrower without complying with certain MLA provisions, the credit card agreement could be void from its inception.

Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including actual damages, restitution and attorneys’ fees. Federal banking regulators, as well as state attorneys general and other state and local consumer protection agencies, also may seek to enforce consumer protection requirements and obtain these and other remedies, including civil money penalties and fines.

98The CARD Act, which was enacted in 2009, amended the Truth in Lending Act and imposes restrictions on our ability to increase interest rates on existing balances to respond to market conditions and credit risk, ultimately limiting our ability to extend credit to new customers and provide additional credit to current customers. Other CARD Act restrictions, such as limitations on late fees, have resulted and will continue to result in reduced interest income and loan fee income. On March 5, 2024, the CFPB issued a final rule amending its regulations that implement the Truth in Lending Act to, among other things, lower the safe harbor dollar amount for credit card late fees from $30 (adjusted to $41 for each subsequent late payment within the next six billing cycles) to $8 and eliminate the automatic annual inflation adjustment to such safe harbor dollar amount. The final rule had an original effective date of May 14, 2024. Industry organizations challenged the final rule in court, and on May 10, 2024, the United States District Court for the Northern District of Texas granted an injunction and stay of the final rule. On April 14, 2025, the CFPB filed a joint motion with the plaintiff industry organizations in the litigation asking the court to vacate the final rule and dismiss the case. On April 15, 2025, the court granted this motion. As such, the final rule has been vacated.

The CARD Act, which was enacted in 2009, amended the Truth in Lending Act and required us to make significant changes to many of our business practices, including marketing, underwriting, pricing and billing. The CARD Act’s restrictions on our ability to increase interest rates on existing balances to respond to market conditions and credit risk ultimately limits our ability to extend credit to new customers and provide additional credit to current customers. Other CARD Act restrictions, such as limitations on late fees, have resulted and will continue to result in reduced interest income and loan fee income. On March 5, 2024, the CFPB issued a final rule amending its regulations that implement the Truth in Lending Act to, among other things, lower the safe harbor dollar amount for credit card late fees from $30 (adjusted to $41 for each subsequent late payment within the next six billing cycles) to $8 and eliminate the automatic annual inflation adjustment to such safe harbor dollar amount. The final rule had an original effective date of May 14, 2024. Industry organizations have challenged the final rule in court, and on May 10, 2024, the United States District Court for the Northern District of Texas granted an injunction and stay of the final rule, and the injunction granted remains in effect. The final outcome of such challenge, including the impact on the final rule, is uncertain. See "Business Trends and Conditions" above for the anticipated financial impacts related to the final rule and see "—Risk Factors Relating to Our Business - The CFPB's final rule on credit card late fees, if implemented would likely materially adversely affect our business and results of operations."

The FCRA regulates our use of credit reports and the reporting of information to credit reporting agencies, and also provides a standard for lenders to share information with affiliates and certain third parties and to provide firm offers of credit to consumers. The FCRA also places further restrictions on the use of information shared between affiliates for marketing purposes, requires the provision of disclosures to consumers when risk-based pricing is used in a credit decision, and requires safeguards to help protect consumers from identity theft.

Under HOLA, the Bank is prohibited from engaging in certain tying or reciprocity arrangements with its customers. In general, the Bank may not extend credit, lease or sell property, or furnish any services or fix or vary the consideration for these on the condition that: (i) the customer obtain or provide some additional credit, property, or services from or to the Bank or Synchrony or their subsidiaries or (ii) the customer may not obtain some other credit, property, or services from a competitor, except in each case to the extent reasonable conditions are imposed to assure the soundness of the credit extended. Certain arrangements are permissible. For example, the Bank may offer more favorable terms if a customer obtains two or more traditional bank products.

The Dodd-Frank Act established the CFPB, which regulates consumer financial products and services and certain financial services providers. The CFPB is authorized to prevent “unfair, deceptive or abusive acts or practices” and ensure consistent enforcement of laws so that all consumers have access to markets for consumer financial products and services that are fair, transparent and competitive. The CFPB has rulemaking and interpretive authority under the Dodd-Frank Act and other federal consumer financial services laws, as well as broad supervisory, examination and enforcement authority over large providers of consumer financial products and services, such as us. In addition, the CFPB has an online complaint system that allows consumers to log complaints with respect to various consumer finance products, including the products we offer. The system could inform future agency decisions with respect to regulatory, enforcement or examination focus. There continues to be uncertainty as to how the CFPB’s strategies and priorities will impact our business and our results of operations going forward. See “Regulation—Risk Factors Relating to Regulation—There is ongoing uncertainty as to how the Consumer Financial Protection Bureau’s actions will impact our business; the agency’s actions have had and may continue to have an adverse impact on our business.”95

OnTable ~~October 22, 2024, the CFPB issued a final rule to implement Section 1033~~ of the Dodd-Frank Act. Under the final rule, financial institutions that offer credit cards or consumer deposit accounts like the Bank are required, upon request, to make available to a consumer or third party authorized by the consumer certain information the Bank has concerning a consumer financial product or service covered by the rule, such as a credit card or a deposit account. In issuing this rule, the CFPB said that the rule will move the U.S. closer to an “open banking” system that will allow consumers to switch banks or other providers more easily. The final rule also requires, among other things, covered data providers, such as the Bank, to establish a developer interface that satisfies certain performance and data security specifications through which the data provider can receive requests for, and provide, specific types of data covered by the rule in electronic, usable form to authorized third parties directly or through data aggregators. Under the final rule, the Bank will be prohibited from charging fees for maintaining the developer interface or providing access to such data. The Bank may also act as an authorized third party to request and access covered data under the final rule from other financial institutions that are covered data providers. The final rule places data security, authorization, and other obligations on those authorized third parties, including limitations on secondary uses of the data received. Industry organizations have challenged the final rule in court and the litigation is ongoing. If the challenge is not successful, as a data provider, the Bank must comply with the rule beginning April 1, 2027. We are monitoring the status of the litigation and evaluating the impact of this rule.Contents

99The CFPB regulates consumer financial products and services and certain financial services providers. The CFPB is authorized to prevent “unfair, deceptive or abusive acts or practices” and ensure consistent enforcement of laws so that all consumers have access to markets for consumer financial products and services that are fair, transparent and competitive. The CFPB has rulemaking and interpretive authority under the Dodd-Frank Act and other federal consumer financial services laws, as well as broad supervisory, examination and enforcement authority over large providers of consumer financial products and services, such as us. In addition, the CFPB has an online complaint system that allows consumers to log complaints with respect to various consumer finance products, including the products we offer. The system could inform future agency decisions with respect to regulatory, enforcement or examination focus. There continues to be uncertainty about the CFPB’s role and potential impact on our business and our results of operations going forward. See “Regulation—Risk Factors Relating to Regulation—There is ongoing uncertainty about the Consumer Financial Protection Bureau’s role and potential impact on our business; the agency’s past actions have had, and its future actions may have, an adverse impact on our business.”

On October 22, 2024, the CFPB issued a final rule to implement Section 1033 of the Dodd-Frank Act. Under the final rule, financial institutions such as the Bank that offer credit cards or consumer deposit accounts would be required, upon request, to make available to a consumer or third party authorized by the consumer certain information the Bank has concerning a consumer financial product or service covered by the rule, such as a credit card or a deposit account. Industry organizations challenged the final rule in court. On July 29, 2025, the district court granted a motion by the CFPB to stay the proceedings while the CFPB conducts a rulemaking to revise the final rule substantially. On August 22, 2025, the CFPB issued an advanced notice of proposed rulemaking to solicit comments and data on several issues as part of a reconsideration of the final rule. On October 29, 2025, the district court issued a preliminary injunction preventing the CFPB from enforcing the final rule until the CFPB has completed its reconsideration of the rule.

Privacy, Information Security, and Data Protection

We are subject to various privacy, information security and data protection laws, including requirements concerning security breach notification. For example, in the United States, certain of our businesses are subject to the GLBA and implementing regulations and guidance. Among other things, the GLBA: (i) imposes certain limitations on the ability of financial institutions to share consumers’ nonpublic personal information with nonaffiliated third parties, (ii) requires that financial institutions provide certain disclosures to consumers about their information collection, sharing and security practices and affords customers the right to “opt out” of the institution’s disclosure of their personal financial information to nonaffiliated third parties (with certain exceptions) and (iii) requires financial institutions to develop, implement and maintain a written comprehensive information security program containing safeguards that are appropriate to the financial institution’s size and complexity, the nature and scope of the financial institution’s activities, the sensitivity of customer information processed by the financial institution as well as plans for responding to data security breaches.

Federal and state laws also require us to respond appropriately to data security breaches.

A final rule that the federal banking agencies issued in November 2021 requires banking organizations to notify their primary federal regulator of significant computer security incidents within 36 hours of determining that such an incident has occurred.

In 2018, the State of California enacted the California Consumer Privacy Act (“CCPA”). The CCPA requires covered businesses to comply with requirements that give consumers residing in California the right to know what information is being collected from them and whether such information is sold or disclosed to third parties. The statute also allows consumers to access, delete, and prevent the sale of personal information that has been collected by covered businesses in certain circumstances. The CCPA does not apply to personal information collected, processed, sold, or disclosed pursuant to the GLBA or the California Financial Information Privacy Act. In 2020, the State of California enacted the California Privacy Rights Act (“CPRA”). The CPRA essentially serves to supplement the CCPA by, amongst other changes, bringing the personal information of employees residing in California into the scope of the law. We believe we are a covered business under the CCPA and CPRA.

We have a program to comply with applicable privacy, information security, and data protection requirements imposed by federal, state, and foreign laws. However, if we experience a significant cybersecurity incident or our regulators deemed our information security controls to be inadequate, we could be subject to supervisory criticism or penalties, and/or suffer reputational harm.

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See also “Regulation—Risk Factors Relating to Regulation—Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities.”

Money Laundering and Terrorist Financing Prevention Program

We maintain an enterprise-wide program designed to enable us to comply with all applicable anti-money laundering and anti-terrorism financing laws and regulations, including, but not limited to, the Bank Secrecy Act and the Patriot Act. This program includes policies, procedures, processes and other internal controls designed to identify, monitor, manage and mitigate the risk of money laundering or terrorist financing posed by our products, services, customers and geographic locale. These controls include procedures and processes to detect and report suspicious transactions, perform customer due diligence, respond to requests from law enforcement, identify and verify a legal entity customer’s beneficial owner(s) at the time a new account is opened and to understand the nature and purpose of the customer relationship, and meet all recordkeeping and reporting requirements related to particular transactions involving currency or monetary instruments. The program is coordinated by a compliance officer, undergoes an annual independent audit to assess its effectiveness, and requires training of employees.

See “Regulation—Risk Factors Relating to Regulation—Failure to comply with anti-money laundering and anti-terrorism financing laws could have significant adverse consequences for us.”

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Sanctions Programs

We have a program designed to comply with applicable economic and trade sanctions programs, including those administered and enforced by OFAC. These sanctions are usually targeted against foreign countries, terrorists, international narcotics traffickers and those believed to be involved in the proliferation of weapons of mass destruction. These regulations generally require either the blocking of accounts or other property of specified entities or individuals, but they may also require the rejection of certain transactions involving specified entities or individuals. We maintain policies, procedures and other internal controls designed to comply with these sanctions programs.

Risk Factors Relating to Regulation

____________________________________________________________________________________________

The following discussion of risk factors contains “forward-looking statements,” as discussed in “Cautionary Note Regarding Forward-Looking Statements.” These risk factors may be important to understanding any statement in this Annual Report on Form 10-K or elsewhere. The following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (MD&A), the consolidated financial statements and related notes in “Consolidated Financial Statements and Supplementary Data” and “Risk Factors Relating to Our Business” of this Form 10-K Report.

Regulatory Risks

Our business is subject to government regulation, supervision, examination and enforcement, which could adversely affect our business, results of operations and financial condition.

Our business, including our relationships with our customers, is subject to regulation, supervision and examination under U.S. federal, state and foreign laws and regulations. These laws and regulations cover all aspects of our business, including lending and collection practices, treatment of our customers, safeguarding deposits, customer privacy and information security, capital structure, liquidity, dividends and other capital distributions, transactions with affiliates and conduct and qualifications of personnel. As a savings and loan holding company and financial holding company, Synchrony is subject to regulation, supervision and examination by the Federal Reserve Board. As a large provider of consumer financial services, we are also subject to regulation, supervision and examination by the CFPB. The Bank is a federally chartered savings association. As such, the Bank is subject to regulation, supervision and examination by the OCC, which is its primary regulator, and by the CFPB. In addition, the Bank, as an insured depository institution, is supervised by the FDIC. We, including the Bank, are regularly reviewed and examined by our respective regulators, which results in supervisory comments and directions relating to many aspects of our business that require response and attention. See “Regulation” for more information about the regulations applicable to us.

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Banking laws and regulations are primarily intended to protect consumers, federally insured deposits, the DIF and the banking system as a whole, and are not intended to protect our stockholders, noteholders or creditors. If we (or our service providers, including our partners) fail to satisfy applicable laws and regulations, our respective regulators have broad discretion to enforce those laws and regulations, including with respect to the operation of our business, required capital levels, payment of dividends and other capital distributions, engaging in certain activities and making acquisitions and investments. Our regulators also have broad discretion with respect to the manner in which they enforce applicable laws and regulations, including through enforcement actions that could subject us to civil money penalties, customer remediation programs, increased compliance costs, and limits or prohibitions on our ability to offer certain products and services or to engage in certain activities. In addition, to the extent we undertake actions requiring regulatory approval or non-objection, our regulators may make their approval or non-objection subject to conditions or restrictions that could have a material adverse effect on our business, results of operations and financial condition. Any other actions taken by our regulators could have a material adverse impact on our business, reputation and brand, results of operations and financial condition. Moreover, some of our competitors are subject to different, and in some cases less restrictive, statutory and/or regulatory regimes, which may have the effect of providing them with a competitive advantage over us.

~~101~~New laws, regulations, policies, or practical changes in enforcement of existing laws, regulations or policies applicable to our business, including as a result of changes in U.S. executive, legislative and regulatory policies and priorities, or our own reexamination of our current practices, could adversely impact our profitability, limit our ability to continue existing or pursue new business activities or acquisitions, require us to change certain of our business practices or alter our relationships with customers, affect retention of our key personnel, affect how we interact with our partners and/or service providers, or expose us to additional costs (including increased compliance costs and/or customer remediation). These changes may also require us to invest significant management attention and resources to make any necessary changes and could adversely affect our business, results of operations and financial condition. For example, the policy discussions in January 2026 regarding caps on credit card interest rates could result in certain constraints on the pricing of our credit products. Additionally, the CFPB has broad authority over our business and there continues to be uncertainty about the CFPB's role and potential impact on our business. See “—There is ongoing uncertainty about the Consumer Financial Protection Bureau’s role and potential impact on our business; the agency’s past actions have had, and its future actions may have, an adverse impact on our business.”

~~New~~We ~~laws,~~are ~~regulations,~~also ~~policies,~~subject orto ~~practical~~potential ~~changes in~~ enforcement ofand ~~existing~~other ~~laws,~~actions ~~regulations~~that ormay ~~policies~~be ~~applicable~~brought toby ~~our~~state ~~business,~~attorneys ~~including~~general asor aother ~~result~~state ofenforcement ~~changes~~authorities toand ~~the~~other Ugovernmental agencies.S. ~~presidential~~State ~~administration~~authorities ~~and~~may ~~Congress,~~be ormore ~~our~~active ~~own~~in ~~reexamination~~pursuing ofenforcement ~~our~~actions ~~current~~in ~~practices,~~response ~~could~~to ~~adversely~~decreased ~~impact~~enforcement ~~our~~and ~~profitability,~~supervisory ~~limit~~activity ~~our~~by ~~ability~~the toCFPB. ~~continue~~See ~~existing~~“—There oris ~~pursue~~ongoing ~~new~~uncertainty ~~business~~about ~~activities~~the orConsumer ~~acquisitions,~~Financial ~~require~~Protection usBureau’s torole ~~change~~and ~~certain~~potential ofimpact on our business; ~~practices~~the oragency’s ~~alter~~past ~~our~~actions ~~relationships~~have ~~with customers~~had, ~~affect~~and ~~retention~~its offuture ~~our~~actions ~~key~~may ~~personnel~~have, ~~affect~~an ~~how~~adverse weimpact ~~interact~~on ~~with~~ our ~~partners~~business.” ~~and/or~~Any ~~service~~such ~~providers,~~actions orcould ~~expose~~subject us to ~~additional~~civil ~~costs~~money ~~(including~~penalties ~~increased compliance costs~~ and~~/or~~ fines, customer remediation). ~~These~~programs ~~changes~~and ~~may~~increased ~~also~~compliance ~~require~~costs, usas towell ~~invest~~as ~~significant~~damage ~~management~~our ~~attention~~reputation and ~~resources~~brand ~~to make any necessary changes~~ and ~~could~~limit ~~adversely~~or ~~affect~~prohibit our ~~business,~~ability ~~results~~to ofoffer ~~operations~~certain products and ~~financial~~services ~~condition.~~or ~~For~~engage ~~example,~~in ~~the~~certain ~~CFPB has broad authority over our~~ business ~~and~~practices. ~~there~~For ~~continues~~a todiscussion beof ~~uncertainty~~risks asrelated to ~~how~~actions ~~the~~or ~~CFPB's~~proceedings ~~actions~~brought ~~will~~by ~~impact~~regulatory ~~our~~agencies, ~~business.~~see ~~See~~ “—~~There~~Risk isFactors ~~ongoing~~Relating ~~uncertainty as~~ to ~~how~~Our ~~the~~Business—Litigation, ~~Consumer~~regulatory ~~Financial Protection Bureau’s~~ actions ~~will~~and ~~impact~~compliance ~~our~~issues ~~business;~~could ~~the~~subject ~~agency’s~~us ~~actions~~to ~~have~~significant ~~had~~fines, ~~and~~penalties, ~~may~~judgments, ~~continue~~remediation tocosts ~~have~~and/or anrequirements ~~adverse~~resulting ~~impact~~in onincreased ~~our business~~expenses.”

We are also subject to potential enforcement and other actions that may be brought by state attorneys general or other state enforcement authorities and other governmental agencies. Any such actions could subject us to civil money penalties and fines, customer remediation programs and increased compliance costs, as well as damage our reputation and brand and limit or prohibit our ability to offer certain products and services or engage in certain business practices. For a discussion of risks related to actions or proceedings brought by regulatory agencies, see “—Risk Factors Relating to Our Business—Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses.”

Ongoing changes to the regulatory framework applicable to us have had, and may continue to have, a significant impact on our business, financial condition and results of operations.

Ongoing changes to the regulatory framework applicable to us have had, and may continue to have, a significant adverse impact on our business, results of operations and financial condition. For example, the Dodd-Frank Act and related regulations restrict certain business practices, and impose stringent capital, liquidity and leverage ratio requirements, as well as additional costs (including increased compliance costs and increased costs of funding raised through the issuance of asset-backed securities) on us, and impact the value of our assets. In addition, the Dodd-Frank Act requires us to serve as a source of financial strength for any insured depository institution we control, such as the Bank. Such support may be required by the Federal Reserve Board at times when we might otherwise determine not to provide it or when doing so is not otherwise in the interest of Synchrony or its stockholders, noteholders or creditors. We describe certain provisions of the Dodd-Frank Act and other legislative and regulatory developments in “Regulation—Regulation Relating to Our Business.”

The EGRRCPA and related regulatory reform initiatives modified many of the Dodd-Frank Act’s requirements, including provisions in the Tailoring Rules that apply certain enhanced prudential standards to covered savings and loan holding companies. As a result, because we now have average total consolidated assets of over $100 billion, following applicable transition periods we have become or will become subject to biennial supervisory stress tests, formal capital plan submission requirements, and the stress capital buffer, which will impose additional requirements and constraints on us. 98

~~Additional~~Table rulemaking may impose new capital requirements and limitations on our ability to pay dividends or redeem or repurchase our stock, increase liquidity requirements, require changes to our funding strategy and/or increase our funding and operating costs. Such additional rulemaking includes an existing rule proposal to change the regulatory capital requirements for U.S. banking organizations with at least $100 billion in total assets, and an existing proposal to require depository institution holding companies with $100 billion or more in assets to issue minimum amounts of long-term debt and maintain “clean” holding companies. See “Regulation—Regulation Relating to Our Business—Savings and Loan Holding Company Regulation—Capital” and “Regulation—Regulation Relating to Our Business—Savings and Loan Holding Company Regulation—Resolution.Contents

~~Further~~The Economic Growth, ~~the~~Regulatory ~~recent~~Relief, and ~~possible~~Consumer ~~future~~Protection ~~changes~~Act toand ~~the~~related regulatory ~~framework~~reform ~~applicable~~initiatives tomodified ~~Synchrony~~many ~~and~~of the ~~Bank~~Dodd-Frank Act’s requirements, ~~and~~including ~~any~~provisions ~~potential~~in ~~additional~~the ~~rulemaking~~Tailoring ~~make~~Rules itthat ~~difficult~~apply certain enhanced prudential standards to ~~assess~~covered ~~the~~savings ~~overall~~and ~~financial~~loan ~~impact~~holding companies. As a result, because we have average total consolidated assets of over $100 billion, we are subject to the ~~Dodd-Frank~~Federal ~~Act~~Reserve Board's formal capital plan submission requirements and ~~related~~supervisory ~~regulatory~~stress ~~developments~~tests on usa biennial basis, in even calendar years, with the 2026 supervisory stress test being the first stress test in which we are required to participate. These additional requirements impose additional costs and ~~across~~constraints on us, including the ~~industry~~assignment of a new stress capital buffer in 2028 that may increase our capital requirements.

~~102~~Additional rulemaking may impose new capital requirements and limitations on our ability to pay dividends or redeem or repurchase our stock, increase liquidity requirements, require changes to our funding strategy and/or increase our funding and operating costs. See “Regulation—Regulation Relating to Our Business—Savings and Loan Holding Company Regulation—Capital” and “Regulation—Regulation Relating to Our Business—Savings and Loan Holding Company Regulation—Resolution.

~~There~~Further, isthe ~~ongoing~~recent ~~uncertainty~~and aspossible tofuture ~~how~~changes to the ~~Consumer~~regulatory ~~Financial~~framework ~~Protection~~applicable ~~Bureau’s~~to ~~actions~~Synchrony ~~will~~and ~~impact~~the ~~our~~Bank, ~~business;~~and ~~the~~any ~~agency’s~~potential ~~actions~~additional ~~have~~rulemaking, ~~had~~make ~~and~~it ~~may~~difficult ~~continue~~ to ~~have~~assess anthe ~~adverse~~overall financial impact of the Dodd-Frank Act and related regulatory developments on ~~our~~us ~~business~~and across the industry.

~~The~~There CFPB has broad authority over our business. This includes authority to write regulations under federal consumer financial protection laws and to enforce those laws against and examine large financial institutions, such as us, for compliance. The CFPB is ~~authorized~~ongoing touncertainty ~~prevent~~about ~~“unfair,~~the ~~deceptive~~Consumer orFinancial ~~abusive~~Protection ~~acts~~Bureau’s orrole ~~practices” through its regulatory, supervisory~~ and ~~enforcement~~potential ~~authority.~~impact ~~The~~on ~~Federal~~our ~~Reserve~~business; ~~Board and~~ the ~~OCC~~agency’s ~~and~~past ~~state~~actions ~~government~~have agencies may also invoke their supervisory and enforcement authorities to prevent unfair and deceptive acts or practices. These federal and state agencies are authorized to remediate violations of consumer protection laws in a number of wayshad, ~~including collecting civil money penalties~~ and ~~fines~~its ~~and~~future ~~providing~~actions ~~for~~may ~~customer restitution. The CFPB also engages in consumer financial education~~have, ~~requests data and promotes the availability of financial services to underserved consumers and communities. In addition, the CFPB maintains~~ an ~~online~~adverse ~~complaint~~impact ~~system~~on ~~that~~our ~~allows consumers to log complaints with respect to various consumer finance products, including the products we offer~~business. ~~This system could inform future CFPB decisions with respect to its regulatory, enforcement or examination focus.~~

~~There~~The isCFPB ~~ongoing~~has ~~uncertainty~~broad asauthority toover ~~how~~our ~~the~~business. ~~CFPB’s~~This ~~strategies~~includes ~~and~~authority ~~priorities,~~to ~~including~~write inregulations ~~both~~under ~~its~~federal ~~examination~~consumer ~~and~~financial ~~enforcement~~protection ~~processes,~~laws

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