Synchrony Financial (SYF) officer sells shares and receives RSU grant

Rhea-AI Filing Summary

Synchrony Financial officer Bart Schaller reported several stock transactions. On March 1, 2026, he received a grant of 14,610 restricted stock units at $69.11 per share. These units vest in three equal annual installments of 33.33% each, starting one year after the grant date.

Also on March 1, 9,895 shares of common stock were automatically withheld at $69.11 to cover taxes due on vesting; no investment decision was made for this tax-withholding disposition. On March 2, 2026, he executed an open-market sale of 12,980 shares at $67.71 per share under a pre-established Rule 10b5-1 trading plan, leaving 34,035 shares of common stock held directly after the sale.

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^*

Schaller Bart

(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)
03/01/2026

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	03/01/2026		A		14,610(1)	A	$69.11	56,910	D
Common Stock	03/01/2026		F		9,895(2)	D	$69.11	47,015	D
Common Stock	03/02/2026		S		12,980(3)	D	$67.71	34,035	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 restricted stock units that will vest in three equal annual installments of 33.33% each, beginning on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Synchrony Financial (the "Company") common stock.

2. Reflects the number of shares of Company common stock automatically withheld by the Company to pay the tax liability of the reporting person in connection with the vesting of restricted stock units. No investment decision was made by the reporting person in connection with the withholding.

3. These transactions were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 29, 2025.

Remarks:

EVP, CEO--Digital

	/s/ Danielle Do as attorney in fact	03/03/2026
	** 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 transactions did Synchrony Financial (SYF) officer Bart Schaller report?

Bart Schaller reported a grant of 14,610 restricted stock units, a tax-withholding disposition of 9,895 shares, and an open-market sale of 12,980 Synchrony Financial common shares, all occurring on March 1–2, 2026, under direct ownership.

How many Synchrony Financial (SYF) shares did Bart Schaller sell?

He sold 12,980 shares of Synchrony Financial common stock. The open-market sale was executed at a price of $67.71 per share on March 2, 2026, pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on October 29, 2025.

What stock award did Bart Schaller receive from Synchrony Financial (SYF)?

He received 14,610 restricted stock units of Synchrony Financial common stock at $69.11 per share. These units vest in three equal annual installments of 33.33% each, beginning on the first anniversary of the March 1, 2026 grant date, subject to continued eligibility.

Why were 9,895 Synchrony Financial (SYF) shares disposed of in Schaller’s filing?

The 9,895 shares reflect automatic withholding by Synchrony Financial to cover Bart Schaller’s tax liability tied to vesting restricted stock units. This tax-withholding disposition involved no investment decision by him and used a share value of $69.11 per share on March 1, 2026.

How many Synchrony Financial (SYF) shares does Bart Schaller hold after these transactions?

Following the reported transactions, Bart Schaller directly holds 34,035 shares of Synchrony Financial common stock. This figure comes after the March 2, 2026 open-market sale of 12,980 shares that was conducted under his previously adopted Rule 10b5-1 trading plan.

What is the vesting schedule for Bart Schaller’s new Synchrony Financial (SYF) RSUs?

The 14,610 restricted stock units vest in three equal annual installments of 33.33% each. Vesting begins on the first anniversary of the grant date, March 1, 2026, with each unit representing a contingent right to receive one share of Synchrony Financial common stock.