Synchrony Financial (SYF) EVP Casellas nets PSU share award, tax withholding

Rhea-AI Filing Summary

Synchrony Financial EVP Alberto Casellas reported equity compensation activity involving company common stock. On January 21, 2026, he acquired 67,590 shares of Synchrony Financial common stock at $77.13 per share, earned through the vesting of Performance Share Units under the 2023–2025 Long-Term Performance Program based on pre-established performance goals.

On the same date, 31,870 shares were withheld by the company at $77.13 per share to cover his tax liability from the PSU vesting. After these transactions, Casellas directly owned 92,850 shares of Synchrony Financial common stock in his capacity as EVP, CEO–Health & Wellness.

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^*

Casellas Alberto

(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)
01/21/2026

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	01/21/2026		A		67,590(1)	A	$77.13	124,720	D
Common Stock	01/21/2026		F		31,870(2)	D	$77.13	92,850	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 common stock of Synchrony Financial (the "Company") earned by the reporting person in connection with the vesting of Performance Share Units ("PSUs") under the 2023-2025 Long-Term Performance Program based on pre-established performance goals for the 2023-2025 performance period.

2. Reflects the number of shares of Company common stock withheld by the Company to pay the tax liability of the reporting person in connection with the vesting of the PSUs under the 2023-2025 Long-Term Performance Program.

Remarks:

EVP, CEO--Health & Wellness

	/s/ Danielle Do as attorney in fact	01/23/2026
	** 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 transactions did Synchrony Financial (SYF) report for Alberto Casellas?

The filing shows Alberto Casellas acquired 67,590 shares of Synchrony Financial common stock at $77.13 per share from the vesting of Performance Share Units, and had 31,870 shares withheld at the same price to cover taxes.

Why did Alberto Casellas receive 67,590 SYF shares?

The 67,590 shares represent common stock earned upon vesting of Performance Share Units tied to the 2023–2025 Long-Term Performance Program, based on pre-established performance goals for that period.

What does the 31,870-share transaction for SYF represent in this Form 4?

The 31,870 shares of Synchrony Financial common stock were withheld by the company to pay Alberto Casellas’s tax liability arising from the vesting of his Performance Share Units.

How many Synchrony Financial (SYF) shares does Alberto Casellas own after these transactions?

Following the reported transactions on January 21, 2026, Alberto Casellas directly owned 92,850 shares of Synchrony Financial common stock.

What is Alberto Casellas’s role at Synchrony Financial mentioned in this filing?

The filing identifies Alberto Casellas as an officer of Synchrony Financial with the title EVP, CEO–Health & Wellness.

Were any derivative securities involved in this Synchrony Financial (SYF) Form 4?

No derivative securities are shown in the reported transactions table; the activity relates to common stock from the vesting of Performance Share Units and related tax withholding.