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Synchrony Financial (SYF) executive exercises options and sells 51,258 shares under 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Synchrony Financial executive Jonathan S. Mothner reported an exercise-and-sale transaction in company stock. On May 15, 2026, he exercised 11,258 employee stock options at $34.30 per share and sold a total of 51,258 common shares at $71.23 per share in open-market sales.

The sales were made under a pre-arranged Rule 10b5-1 trading plan. After these transactions, he directly holds 132,664 shares of Synchrony common stock. He also acquired 217 dividend equivalent units, which track the value of Synchrony stock and vest on the same schedule as related restricted stock units.

Positive

  • None.

Negative

  • None.
Insider MOTHNER JONATHAN S
Role See remarks
Sold 51,258 shs ($3.65M)
Type Security Shares Price Value
Exercise Employee Stock Option (right to buy) 11,258 $0.00 --
Grant/Award Dividend Equivalent Unit 217 $71.38 $15K
Sale Common Stock 40,000 $71.23 $2.85M
Exercise Common Stock 11,258 $34.30 $386K
Sale Common Stock 11,258 $71.23 $802K
Holdings After Transaction: Employee Stock Option (right to buy) — 0 shares (Direct, null); Dividend Equivalent Unit — 172,664 shares (Direct, null); Common Stock — 132,664 shares (Direct, null)
Footnotes (1)
  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. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 2, 2026. The Reporting Person was awarded 23,258 employee stock options on April 1, 2017, which vested in five equal annual installments of 20% each, beginning on the first anniversary of the grant date.
Shares sold 51,258 shares Open-market sales of common stock on May 15, 2026 at $71.23
Sale price $71.23 per share Price for 51,258 Synchrony common shares sold on May 15, 2026
Options exercised 11,258 options Employee stock options exercised at $34.30 per share on May 15, 2026
Option exercise price $34.30 per share Exercise price of employee stock options converted into common stock
Shares held after 132,664 shares Direct common stock holdings after reported transactions
Dividend equivalent units 217 units Accrued on February 17, 2026 and reported as acquired on May 15, 2026
Option grant size 23,258 options Employee stock options originally awarded on April 1, 2017
Option expiration April 1, 2027 Expiration date for the employee stock option grant
Rule 10b5-1 trading plan regulatory
"This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 2, 2026."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
dividend equivalent units financial
"Represents dividend equivalent units accrued on February 17, 2026 as dividends that were paid on the common shares underlying restricted stock units."
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
restricted stock units financial
"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."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
employee stock options financial
"The Reporting Person was awarded 23,258 employee stock options on April 1, 2017, which vested in five equal annual installments."
Employee stock options are contracts that give workers the right to buy a company's shares at a set price sometime in the future, like a coupon that lets you purchase stock at today’s price later on. Investors care because they align employees’ incentives with company performance and create a potential future claim on shares that can reduce existing owners’ percentage and add to a company’s reported compensation costs.
exercise or conversion of derivative security financial
"Transaction code description: Exercise or conversion of derivative security."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
MOTHNER JONATHAN S
(Last)(First)(Middle)
C/O SYNCHRONY FINANCIAL
777 LONG RIDGE ROAD
(Street)
STAMFORD CONNECTICUT 06902
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Synchrony Financial [ SYF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
See remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Dividend Equivalent Unit05/15/2026A217(1)A$71.38(1)172,664D
Common Stock05/15/2026S40,000(2)D$71.23132,664D
Common Stock05/15/2026M11,258(2)A$34.3143,922D
Common Stock05/15/2026S11,258(2)D$71.23132,664D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)$34.305/15/2026M11,258(2) (3)04/01/2027Common Stock11,258$00D
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.
2. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 2, 2026.
3. The Reporting Person was awarded 23,258 employee stock options on April 1, 2017, which vested in five equal annual installments of 20% each, beginning on the first anniversary of the grant date.
Remarks:
EVP, Chief Risk and Legal Officer
/s/ Danielle Do, as attorney in fact05/19/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Jonathan S. Mothner report for Synchrony Financial (SYF)?

Jonathan S. Mothner exercised stock options and sold shares of Synchrony Financial. He exercised 11,258 employee stock options and sold a total of 51,258 common shares on May 15, 2026, as disclosed in the Form 4 filing.

How many Synchrony Financial (SYF) shares did Jonathan S. Mothner sell and at what price?

Mothner sold 51,258 Synchrony common shares at $71.23 per share. The Form 4 shows two open-market sale transactions on May 15, 2026, both priced at $71.23 per share, executed under his Rule 10b5-1 trading plan.

What stock options did Jonathan S. Mothner exercise in this Synchrony (SYF) Form 4?

Mothner exercised 11,258 employee stock options at a $34.30 exercise price. These options related to a grant originally awarded on April 1, 2017 and had been vesting in five equal annual installments of 20% each.

How many Synchrony Financial (SYF) shares does Jonathan S. Mothner hold after these transactions?

After the reported trades, Mothner directly holds 132,664 Synchrony common shares. This post-transaction holding reflects his remaining direct ownership following the option exercise and subsequent open-market sales disclosed in the Form 4.

Were Jonathan S. Mothner’s Synchrony (SYF) stock sales made under a Rule 10b5-1 plan?

Yes, his sales were made under a Rule 10b5-1 trading plan. A footnote explains the transactions occurred pursuant to a plan he adopted on February 2, 2026, indicating the trades were pre-arranged rather than opportunistic.

What are the dividend equivalent units reported by Jonathan S. Mothner for Synchrony (SYF)?

Mothner acquired 217 dividend equivalent units tied to Synchrony stock. These units accrue based on dividends on shares underlying restricted stock units, vest proportionately with those units, and are economically equivalent to shares of Synchrony common stock.