Synchrony Financial (SYF) officer trades shares, receives RSU grant

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Synchrony Financial officer Brian J. Wenzel Sr. reported multiple transactions in Company common stock. On March 1, 2026, he received a grant of 31,255 restricted stock units at $69.11 per share, which will vest in three equal annual installments of 33.33% each.

Also on March 1, 16,911 shares were automatically withheld at $69.11 to cover tax liabilities upon vesting of restricted stock units, with no investment decision by him. On March 2, he executed an open-market sale of 19,580 shares at $67.71 per share, followed by another open-market sale of 47,112 shares at $67.16 per share on March 3, all under a pre-established Rule 10b5-1 trading plan adopted on October 31, 2025.

Insider Trade Summary

Net Seller: 66,692 shares ($4,489,804)

Net Sell 4 txns

Insider Wenzel Brian J. Sr.

Role See remarks

Sold 66,692 shs ($4.49M)

Type	Security	Shares	Price	Value
Sale	Common Stock	47,112	$67.16	$3.16M
Sale	Common Stock	19,580	$67.71	$1.33M
Grant/Award	Common Stock	31,255	$69.11	$2.16M
Tax Withholding	Common Stock	16,911	$69.11	$1.17M

Holdings After Transaction: Common Stock — 64,221 shares (Direct)

Footnotes (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. 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. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 31, 2025.

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Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 06:47 PM

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^*

Wenzel Brian J. Sr.

(Last)

(First)

(Middle)

777 LONG RIDGE ROAD

C/O CORPORATE SECRETARY

(Street)

STAMFORD

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2026		A		31,255⁽¹⁾	A	$69.11	147,824	D
Common Stock	03/01/2026		F		16,911⁽²⁾	D	$69.11	130,913	D
Common Stock	03/02/2026		S		19,580⁽³⁾	D	$67.71	111,333	D
Common Stock	03/03/2026		S		47,112⁽³⁾	D	$67.16	64,221	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 31, 2025.

Remarks:

EVP, Chief Financial Officer

	/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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Synchrony Financial (SYF) report for Brian J. Wenzel Sr.?

Brian J. Wenzel Sr. reported a new stock award, tax withholding, and open-market sales. He received 31,255 restricted stock units, had 16,911 shares withheld for taxes, and sold 19,580 and 47,112 shares in separate open-market transactions at prices around the high-$60s.

What stock award did Brian J. Wenzel Sr. receive from Synchrony Financial (SYF)?

He received a grant of 31,255 restricted stock units at $69.11 per share. These units vest in three equal annual installments of 33.33% each, starting on the first anniversary of the grant, with each unit representing a right to one share of common stock.

How were taxes handled on Brian J. Wenzel Sr.’s restricted stock vesting at Synchrony Financial (SYF)?

Synchrony automatically withheld 16,911 shares of common stock at $69.11 to cover his tax liability from restricted stock unit vesting. The filing states no investment decision was made by him regarding this withholding; it was an automatic, non-discretionary transaction.

What open-market stock sales did Brian J. Wenzel Sr. make in Synchrony Financial (SYF)?

He sold 19,580 shares of Synchrony common stock at $67.71 on March 2, 2026, and 47,112 shares at $67.16 on March 3, 2026. Both transactions were coded as open-market sales of non-derivative common stock.

Were Brian J. Wenzel Sr.’s Synchrony Financial (SYF) stock sales made under a Rule 10b5-1 plan?

Yes. The filing notes that at least one of the reported transactions was executed under a Rule 10b5-1 trading plan. This plan was adopted by the reporting person on October 31, 2025, providing a pre-arranged framework for selling shares over time.

How many Synchrony Financial (SYF) shares did Brian J. Wenzel Sr. sell in total in this Form 4?

Across two open-market sales, he sold a total of 66,692 shares of Synchrony common stock. One sale covered 19,580 shares at $67.71 per share, and the other covered 47,112 shares at $67.16 per share, both reported as direct ownership transactions.