Synchrony Financial (SYF) officer sells 10,304 shares, adds dividend units

Rhea-AI Filing Summary

Synchrony Financial officer Darrell Owens reported mixed insider activity. On February 17, 2026, he sold 10,304 shares of common stock in an open-market transaction at $70.60 per share, under a Rule 10b5-1 trading plan adopted on October 17, 2025.

On the same date, he acquired 68 dividend equivalent units at $72.31 per unit, tied to underlying restricted stock units and economically equivalent to common shares. Following these transactions, he directly held 16,233 shares of common stock and 26,537 dividend equivalent units.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Owens Darrell

(Last) (First) (Middle)

777 LONG RIDGE ROAD

C/O CORPORATE SECRETARY

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Synchrony Financial [ SYF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Dividend Equivalent Unit	02/17/2026		A		68(1)	A	$72.31(1)	26,537	D
Common Stock	02/17/2026		S		10,304(2)	D	$70.6	16,233	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents dividend equivalent units accrued on February 17, 2026 as dividends that were paid on the common shares underlying restricted stock units. The dividend equivalent units vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted stock units to which they relate. Each dividend equivalent unit is the economic equivalent of one share of Synchrony Financial common stock.

2. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 17, 2025.

Remarks:

EVP & CEO--Lifestyle

	/s/ Danielle Do, as attorney-in-fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Synchrony Financial (SYF) officer Darrell Owens report?

Darrell Owens reported two transactions on February 17, 2026: an open-market sale of 10,304 common shares at $70.60 per share, and an acquisition of 68 dividend equivalent units at $72.31 per unit, linked to restricted stock units and economically equivalent to Synchrony common stock.

How many Synchrony Financial (SYF) shares did Darrell Owens sell and at what price?

Darrell Owens sold 10,304 shares of Synchrony Financial common stock at $70.60 per share. The sale was reported as an open-market or private transaction and was executed pursuant to a pre-established Rule 10b5-1 trading plan adopted on October 17, 2025.

What are the dividend equivalent units reported by Synchrony Financial (SYF) insider Darrell Owens?

Darrell Owens received 68 dividend equivalent units, accrued as dividends on common shares underlying his restricted stock units. These units vest proportionately with the related restricted stock units and are subject to the same settlement and expiration terms. Each unit is economically equivalent to one Synchrony common share.

How many Synchrony Financial (SYF) common shares does Darrell Owens own after the reported transactions?

After the February 17, 2026 sale, Darrell Owens directly owned 16,233 shares of Synchrony Financial common stock. This figure reflects his holdings following the open-market disposition of 10,304 shares and is separately reported from his holdings of dividend equivalent units linked to restricted stock units.

How many dividend equivalent units in Synchrony Financial (SYF) does Darrell Owens hold after the filing?

Following the February 17, 2026 accrual of 68 dividend equivalent units, Darrell Owens held 26,537 such units. These units mirror dividends on restricted stock units and are designed so each unit is the economic equivalent of one share of Synchrony Financial common stock.

Was the Synchrony Financial (SYF) insider sale by Darrell Owens under a Rule 10b5-1 plan?

Yes. The sale of 10,304 Synchrony Financial common shares by Darrell Owens was executed pursuant to a Rule 10b5-1 trading plan. This plan was previously adopted by the reporting person on October 17, 2025, providing a pre-arranged framework for selling shares over time.