Synchrony (NYSE: SYF) EVP nets shares after PSU vesting and tax withholding

Rhea-AI Filing Summary

Synchrony Financial executive Courtney Gentleman reported equity compensation activity tied to performance share units. On January 21, 2026, Gentleman acquired 18,313 shares of Synchrony Financial common stock at $77.13 per share, earned upon vesting of Performance Share Units under the 2023-2025 Long-Term Performance Program based on pre-established performance goals. On the same date, 6,267 shares were withheld by the company at $77.13 per share to cover the related tax liability. Following these transactions, Gentleman directly owned 29,824 shares of Synchrony Financial common stock.

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

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

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^*

Gentleman Courtney

(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)
01/21/2026

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
Common Stock	01/21/2026		A		18,313(1)	A	$77.13	36,091	D
Common Stock	01/21/2026		F		6,267(2)	D	$77.13	29,824	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 common stock of Synchrony Financial (the "Company") earned by the reporting person in connection with the vesting of Performance Share Units ("PSUs") under the 2023-2025 Long- Term Performance Program based on pre-established performance goals for the 2023-2025 performance period.

2. Reflects the number of shares of Company common stock withheld by the Company to pay the tax liability of the reporting person in connection with the vesting of the PSUs under the 2023-2025 Long-Term Performance Program.

Remarks:

EVP & CEO--Diversified & Value

	/s/ Danielle Do, as attorney-in-fact	01/23/2026
	** 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

Who is the insider involved in this SYF Form 4 filing?

The filing reports transactions by Courtney Gentleman, who serves as EVP & CEO--Diversified & Value at Synchrony Financial (SYF).

What stock transactions did Courtney Gentleman report for Synchrony Financial (SYF) on January 21, 2026?

On January 21, 2026, Gentleman acquired 18,313 shares of Synchrony Financial common stock at $77.13 per share from vesting Performance Share Units, and 6,267 shares were withheld at $77.13 per share to cover taxes.

Why did Synchrony Financial (SYF) withhold 6,267 shares from Courtney Gentleman?

The 6,267 shares of Synchrony Financial common stock were withheld by the company to pay the tax liability associated with the vesting of Gentlemans Performance Share Units under the 2023-2025 Long-Term Performance Program.

What is the source of the 18,313 shares reported by Courtney Gentleman in this SYF Form 4?

The 18,313 shares represent common stock of Synchrony Financial earned by Gentleman upon the vesting of Performance Share Units (PSUs) under the 2023-2025 Long-Term Performance Program, based on pre-established performance goals for that period.

How many Synchrony Financial (SYF) shares does Courtney Gentleman own after these transactions?

After the reported transactions, Courtney Gentleman directly owned 29,824 shares of Synchrony Financial common stock.

Are these SYF transactions open-market purchases or related to equity compensation?

The reported activity is tied to equity compensation, specifically the vesting of Performance Share Units under the 2023-2025 Long-Term Performance Program, along with shares withheld to satisfy tax obligations.