As filed with the Securities and Exchange Commission on August 6, 2014

Registration No. 333 –            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SYNCHRONY FINANCIAL

(Exact Name of Registrant as Specified in its Charter)

777 Long Ridge Road

Stamford, Connecticut 06902

(203) 585-2400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Jonathan S. Mothner, Esq.

Executive Vice President, General Counsel and Secretary

Synchrony Financial

777 Long Ridge Road

Stamford, Connecticut 06902

(203) 585-2400

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x Registration No. 333-197244

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

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

CALCULATION OF REGISTRATION FEE

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

Explanatory Note and Incorporation of Certain Information by Reference

This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, solely to register an additional $600,000,000 aggregate principal amount of senior notes of Synchrony Financial, a Delaware corporation (the “Company”), consisting of $350,000,000 senior notes due 2019 and $250,000,000 senior notes due 2024. This Registration Statement relates to the public offering of senior notes contemplated by the Registration Statement on Form S-1 (No. 333-197244) originally filed by the Company with the Commission (the “Commission”) on July 3, 2014, as amended by Amendment No. 1 to the Registration Statement on Form S-1 filed with the Commission on August 1, 2014 and Amendment No. 2 to the Registration Statement on Form S-1 filed with the Commission on August 4, 2014 (as amended to date, the “Original Registration Statement”). After giving effect to the issuance of the additional senior notes pursuant to this Registration Statement, the Registrant will issue $500,000,000 aggregate principal amount of senior notes due 2017, $1,100,000,000 aggregate principal amount of senior notes due 2019, $750,000,000 aggregate principal amount of senior notes due 2021 and $1,250,000,000 aggregate principal amount of senior notes due 2024. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the proposed maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Original Registration Statement. The Original Registration Statement, including exhibits and the powers of attorney thereto, are incorporated by reference into this Registration Statement.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Stamford, Connecticut on August 6, 2014.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on August 6, 2014:

INDEX TO EXHIBITS