Synchrony Financial SYF

45% shingled-prose overlap between the two filings.

2025: 53,607 chars · 2026: 52,820 chars

• Committee Report:27% overlap (6,000 → 6,000 chars)
• Pay Ratio (Item 402(u)):7% overlap (15,400 → 1,648 chars)
• Say-on-Pay proposal:27% overlap (25,000 → 25,000 chars)

• changedIn 2025, 2024,Synchrony delivered another year of strong financial performance with an 8.5% a65%increase in Diluted Earnings per Share from $5.19in2023to$8.55 in 2024 –includingan$802millionafter-taxgainonsalerelatedto $9.28 in 2025 thePetsBestdisposition–by once again leveraging the value of experience, the strength of our operating model, and strategic investments to deliver for customers, partners, shareholders and other stakeholders.
• changedSynchrony achieved continued strong performance, improved operating efficiency and delivered strong risk-adjusted returns while maintaining a robust balance sheet and prioritizing good governance and sound risk management. sheet.
• newDuring the year, Synchrony added or renewed more than 75 partners, including two of our top five.
• newThis growth spanned national brands and local businesses alike, including Amazon, American Eagle, Ashley HomeStores, Bob’s Discount Furniture, OnePay and Polaris.
• changedThe Company also enhanced our customer experiences and customer acquisition through simplification, product development and innovation.
• changedSynchrony continues to maintain a strong culture that allows our employees to perform their best—in 2025 best–in2024we were named as #2 #5in Fortune’s Best Companies to Work For®.
• newOverall, 95% of our employees say Synchrony is a great place to work, compared to the 88% average among Fortune 100 Best Companies to Work For®.
• changedThe executive officers whose compensation we discuss in this Compensation Discussion and Analysis section (“CD&A”)—our (“CD&A”)–ournamed executive officers (“NEOs”) for 2025—are 2024–areBrian D.
• changedJuel, Executive Vice President and Chief Technology and Operating Officer; and Curtis Howse, AlbertoCasellas,Executive Vice President & CEO, Home Health& Auto. Wellness.
• changed2025 2024Financial and Business Highlights
• newIn 2025, Synchrony continued to execute against our long-term strategy and priorities by driving profitable growth, diversifying our programs and products, and increasing consumer engagement through best-in-class customer experiences.
• new$3.6B3.0%$103.8B$3.3Bnet earningsreturn on assetsloan receivablescapital returned to stockholders34.3%75+68.9M$182.3Befficiency rationew or renewed partnershipsaverage active accountspurchase volume
• changed2026 2025Annual Meeting and Proxy Statement / 33 39
• changedHistorical Performance on Key Financial Metrics
• newNet earningsNet interest income$ in billions$ in billionsInterest and fees on loansReturn on assets$ in billions% of average total assets
• newProfitable Growth
• newIn 2025, interest and fees on loans increased by 0.5%, driven primarily by the impacts of our product, pricing and policy changes despite a decrease in loan receivables due in part to higher customer payment rates as a result of our improved credit mix.
• newNet earnings increased to $3.6 billion.
• newOver 30 new partners were signed in 2025.
• newOur newly launched partnership with OnePay is our fastest growing start-up program to date, delivering integrated experiences across over 4,600 stores and the second largest digital retailer in the country.
• newWe also signed an exclusive multi-year agreement for a new consumer private label credit card with Bob’s Discount Furniture.
• newOver 45 partners were renewed or extended in 2025 including two of our top five partners.
• newAmong the renewals were Amazon, American Eagle and Ashley HomeStores.
• newWe also expanded our existing Lowe’s commercial program and announced the acquisition of the Lowe’s commercial co-branded credit card portfolio, which comprises approximately $0.7 billion in outstanding loan receivables.
• newThe acquisition was completed in April 2026.
• newDiversified Programs and Products
• newSynchrony’s diversified portfolio of products, programs and markets is a core strategic advantage that is designed to provide resilience, drive growth and enable the Company to adapt to changing consumer and partner needs.
• newIn October 2025, we completed the acquisition of Versatile Credit, furthering our multi-source financing solutions and enhancing value to our existing merchant base.
• newWe expanded our Synchrony Pay Later solutions to over 6,200 merchants in 2025, including Lowe’s and JCPenney.
• newWe also launched the new physical PayPal Credit Card, adding global spend capabilities to the PayPal wallet.
• changedSynchrony continues to focus on creating exceptional digital experiences through all aspects of the customer journey, whether in-store or online, experiencebyimprovingdigitalproductsandcapabilitiesresulting in more simplified interactions and helping to drive organic online traffic to both Synchrony and our partners.
• newDigital wallet penetration grew to 9.0% of open co-brand card accounts, including Dual Card, with 3.4 million total active wallet users, offering an opportunity for stronger engagement, utility and purchasing power for our customers.
• newPurchase volume via Synchrony Marketplace grew 17% in 2025 as we connected more consumers with our partners through offers, deals and cross-marketing opportunities.
• changed34 40/ 2026 2025Annual Meeting and Proxy Statement
• newStrong Foundation
• new•Capital – The Company returned $3.3 billion to stockholders, including $427 million in cash dividends and $2.9 billion of share repurchases.
• new•Funding – Our deposit base continued to serve as a source of stable and diversified low-cost funding, ending the year at $81.1 billion, which represented 84% of our total funding sources.
• new•Credit – PRISM, our advanced credit decision platform, helped deliver a $756 million reduction in full-year net charge-offs.
• new•Efficiency Ratio – Our efficiency ratio remains industry-leading at 34.3%.
• changedSpecific improvements and actions taken in recent years 2024that support our governance and risk management include:
• changedThese governance practices are Thisinitiativeisdesigned to help ensure (i) cultural awareness that compliance and risk management are everyone’s responsibility—from responsibility–fromcall center agents, to process owners, to our executive leadership team, (ii) issues are timely identified and escalated to senior leaders when our customers are impacted and (iii) we have the appropriate tools and controls to adequately manage risk within our Company.
• newCompany Culture
• changedAt Synchrony, we believe a strong employee culture drives supportsandbolstersbusiness results by:
• changed•Improving teamwork and collaboration, which can lead to better problem-solving, more efficient decision-making decision-making,and improved results.
• changed•Building a positive Company reputation, which helps attract top talent, new customers, investors investors,and business partners.
• changedSynchrony has moved up the list every year since 2019 and we are we'renow ranked #1 #2in the United States.
• changedGreat Place to Work® also ranked Synchrony in the top spot in the Philippines as well as #2 in India. Philippines.
• newOverall, 94% of employees say Synchrony is a great place to work, compared to the 88% average among Fortune 100 Best Companies to Work For®.
• changed2026 2025Annual Meeting and Proxy Statement / 35 41
• changedThese calibrations create understanding and consistency in how the organization views talent and leads to actions to support, deploy or re-prioritize reprioritizetalent.
• changedIn 2025, 2024,Synchrony’s community development lending and investment activities totaled more than $590 $490million.
• changed•CRA – Investments totaling over $440 $180million that will add or preserve affordable housing, housingserving households with income from less than 30% of area median income (“AMI”) to up to 80% of AMI.
• newWe completed our most recent OCC exam in 2025 and earned an “Outstanding” CRA rating.
• changedSince 2021, we have distributed more than $30 approximately$19million in grants through this initiative.
• new◦Empowering Financial Futures – A part of the Education as an Equalizer initiative, this program was launched in 2025 to help close the financial education knowledge gap.
• newSynchrony committed $1 million over two years to support K-12 public school teachers who teach financial education and their students.
• changed•Financial Education and Inclusion – Synchrony participates in Project REACh—Roundtable REACh–Roundtablefor Economic Access and Change—as Change–asa member on the steering committee of the Technology AlternativeCreditAssessmentUtilityWorkstream, one of four workstreams under Project REACh, working to improve credit availability and consumer financial literacy for underserved communities, individuals and small businesses.
• changedIn 2025, 2024,Synchrony continued to use bank and deposit account data made available through Project REACh to extend credit to the “credit invisible” population—consumers population–consumerswho have no record or trade lines at the credit bureau.
• changedThrough our efforts to date, we have observed that over 55% 50%of new account holders offered credit utilizing Project REACh data attained a 651+ Vantage score within 12 months.
• changed36 42/ 2026 2025Annual Meeting and Proxy Statement
• changed•Performance – Compensation •Performance—Compensationprograms are linked to business and individual performance against both qualitative and quantitative goals and objectives;
• changed•Values – Compensation •Values—Compensationprograms are linked to how employees demonstrate the behaviors and values expected of our employees;
• changed•Stockholder Alignment – Compensation Alignment—Compensationprograms should be designed to align management incentives with the creation of stockholder returns over the long-term;
• changed•Market Competitiveness – Compensation Competitiveness—Compensationprograms should be competitive with the external labor markets;
• changed•Internal Equity – Compensation Equity—Compensationprograms should be internally equitable, subject to, among other things, the employee’s experience and performance;
• changed•Prudent Risk – Compensation Risk—Compensationprograms, particularly in the form of incentive compensation, must not encourage employees to expose the Company to inappropriate or excessive risks and should be based in part on the long-term performance outcomes of risks taken.
• changed•Fair Customer Treatment – Compensation Treatment—Compensationprograms should encourage employees to follow established Company procedures and to treat customers fairly; and
• changed•Reporting Concerns – Compensation Concerns—Compensationprograms should be designed to encourage employees to raise concerns without fear of retaliation.
• changedDuring 2025, the MDCC continued to use the principles described above as well as the considerations and philosophy outlined below in setting compensation for our NEOs. NEOsanddidnotchangetheoverallphilosophyforourpayprogramsin2024.
• changedWe strive to provide an appropriate mix of compensation elements that balance between short- versus long-term compensation, cash versus equity incentive compensation compensation,and other features to help ensure the amounts ultimately received by the NEOs reflect risk and risk outcomes appropriately.
• changed2026 2025Annual Meeting and Proxy Statement / 37 43
• changedThe MDCC also assesses other factors such as risk considerations, the economic environment environment,and performance against our strategic plan and cultural goals, including an approved framework containing specific metrics and targets within the annual incentive plan.
• changedOur compensation program is designed to be balanced, focused on the long-term long-term,and to consider the full range of risks associated with an NEO’s activities.
• changedAs discussed below under “Compensation Governance—Compensation Governance–Compensationand Risk,” the MDCC reviews the relationship between our risk management policies and practices and the incentive compensation provided to our NEOs and employees generally.
• changedWe also considered compensation levels and pay practices at our peer companies when reviewing 2025 2024pay levels, with additional consideration based on the size, scope and impact of each executive’s role, leadership skills, experience and performance.
• changedOur 2025 peer group, which was unchanged from our 2024 peer group, groupis shown in the table below:
• changedAs of December 31, 2025, 2024,Synchrony was at the 66th 67thpercentile rank in assets, 64th percentile rank in net earnings, 40th 45thpercentile rank in revenue and 33rd 26thpercentile rank in market capitalization, as compared to the 2025 2024peer group.
• changed38 44/ 2026 2025Annual Meeting and Proxy Statement
• new2025 Say-on-Pay Advisory Vote and Stakeholder Engagement
• newAt our 2025 annual meeting of stockholders, our investors supported the compensation for our NEOs with 90.6% of the votes approving the advisory say-on-pay proposal.

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