Synchrony (NYSE: SYF) director receives dividend equivalent grant

Rhea-AI Filing Summary

Synchrony Financial director Jeffrey G. Naylor reported an acquisition of dividend equivalent units linked to prior equity awards. On February 17, 2026, he received 190 dividend equivalent units at an assigned value of $72.3100 per unit, bringing his directly held units and related shares to 62,677.

These dividend equivalent units were credited as dividends on common shares underlying restricted stock units and deferred stock units previously granted under Synchrony’s long-term incentive and non-employee director deferred compensation plans. Each unit is economically equivalent to one share of Synchrony Financial common stock, increasing the director’s incentive-based exposure without an open-market purchase.

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^*

NAYLOR JEFFREY G

(Last) (First) (Middle)

C/O SYNCHRONY FINANCIAL

777 LONG RIDGE ROAD

(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)

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

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		190(1)	A	$72.31(1)	62,677	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 and deferred stock units previously granted to the Reporting Person under the Company's Long-Term Incentive Plans and Non-Employee Director Deferred Compensation Plan. Each dividend equivalent unit is the economic equivalent of one share of Synchrony Financial common stock.

Remarks:

	/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 transaction did Synchrony Financial (SYF) report for Jeffrey G. Naylor?

Synchrony Financial reported that director Jeffrey G. Naylor acquired 190 dividend equivalent units on February 17, 2026. These units were credited as dividends on previously granted restricted stock and deferred stock units under the company’s incentive and non-employee director deferred compensation plans.

How many dividend equivalent units did the Synchrony (SYF) director receive?

Jeffrey G. Naylor received 190 dividend equivalent units credited on February 17, 2026. The Form 4 states each dividend equivalent unit is economically equivalent to one share of Synchrony Financial common stock, increasing his incentive-related exposure without an open-market stock purchase.

What are dividend equivalent units in the Synchrony Financial (SYF) Form 4?

Dividend equivalent units represent credits equal to dividends paid on underlying Synchrony common shares tied to restricted stock and deferred stock units. Each unit is described as the economic equivalent of one Synchrony Financial share, aligning director compensation with shareholder dividend payments over time.

What is Jeffrey G. Naylor’s total Synchrony (SYF) holdings after this Form 4 transaction?

After the February 17, 2026 transaction, Jeffrey G. Naylor held a total of 62,677 shares and related units directly. This figure includes the newly credited 190 dividend equivalent units, as reported in the Form 4’s post-transaction ownership line for his direct holdings.

Was the Synchrony Financial (SYF) director’s Form 4 transaction an open-market buy or sell?

The Form 4 reports a grant-type acquisition coded as “A,” not an open-market trade. The 190 dividend equivalent units were accrued as dividends on existing restricted and deferred stock units, rather than being purchased or sold on the public market by the director.