Synchrony Financial (NYSE: SYF) executive receives dividend equivalent units

Rhea-AI Filing Summary

MOTHNER JONATHAN S reported acquisition or exercise transactions in this Form 4 filing.

Synchrony Financial executive Jonathan S. Mothner received additional stock-based compensation through dividend equivalent units. On February 17, 2026, he was granted 233 dividend equivalent units tied to dividends paid on common shares underlying his restricted stock units, at a reference price of $72.31 per share. These dividend equivalent units vest and settle on the same schedule and terms as the related restricted stock units, and each unit is economically equal to one share of Synchrony Financial common stock. Following this grant, Mothner directly holds 161,290 units/shares in total.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MOTHNER JONATHAN S

Role See remarks

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Unit	233	$72.31	$17K

Holdings After Transaction: Dividend Equivalent Unit — 161,290 shares (Direct)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

MOTHNER JONATHAN S

(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)

	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		233(1)	A	$72.31(1)	161,290	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.

Remarks:

EVP, Chief Risk and Legal Officer

	/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 Jonathan S. Mothner?

Synchrony Financial reported a grant of dividend equivalent units to Jonathan S. Mothner. On February 17, 2026, he acquired 233 dividend equivalent units tied to existing restricted stock units, representing additional stock-based compensation rather than an open-market stock purchase.

How many dividend equivalent units did Jonathan S. Mothner receive from Synchrony Financial?

Jonathan S. Mothner received 233 dividend equivalent units. These units were accrued as dividends on common shares underlying his restricted stock units and are economically equal to 233 shares of Synchrony Financial common stock, subject to the same vesting and settlement terms as the related restricted stock units.

What is a dividend equivalent unit in the Synchrony Financial (SYF) Form 4 filing?

A dividend equivalent unit mirrors the value of one Synchrony Financial share. In this filing, the units were credited as dividends on shares underlying restricted stock units and will vest, settle, and potentially expire on the same terms as those restricted stock units.

Did Jonathan S. Mothner buy or sell Synchrony Financial shares on the market?

No open-market buy or sell occurred in this transaction. The Form 4 shows a grant of 233 dividend equivalent units as stock-based compensation, classified as a grant, award, or other acquisition, rather than a market purchase or sale of Synchrony Financial common stock.

How many shares or units does Jonathan S. Mothner hold after this Synchrony Financial transaction?

After this grant, Jonathan S. Mothner holds 161,290 units/shares directly. This total includes the newly credited 233 dividend equivalent units, which are economically equivalent to common shares and tied to the same terms as his restricted stock units.

How do the dividend equivalent units for SYF vest for Jonathan S. Mothner?

The dividend equivalent units vest proportionately with the related restricted stock units. They follow the same schedule for vesting, settlement, and expiration as the underlying restricted stock units, aligning this additional award with the existing long-term incentive structure.