Synchrony Financial (SYF) EVP receives 63,444 PSUs, 29,487 shares withheld for tax

Rhea-AI Filing Summary

Synchrony Financial executive Jonathan S. Mothner, EVP and Chief Risk and Legal Officer, reported stock transactions tied to long-term incentives. On January 21, 2026, he acquired 63,444 shares of Synchrony 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-set performance goals. On the same date, 29,487 shares were withheld by the company at the same price to cover his tax obligations from this vesting. After these transactions, he directly owned 161,057 shares of Synchrony common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider MOTHNER JONATHAN S

Role See remarks

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	63,444	$77.13	$4.89M
Tax Withholding	Common Stock	29,487	$77.13	$2.27M

Holdings After Transaction: Common Stock — 190,544 shares (Direct)

Footnotes (1)

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. 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.

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)
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		63,444(1)	A	$77.13	190,544	D
Common Stock	01/21/2026		F		29,487(2)	D	$77.13	161,057	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, Chief Risk and Legal Officer

	/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 activity did SYF executive Jonathan S. Mothner report?

Jonathan S. Mothner, EVP and Chief Risk and Legal Officer of Synchrony Financial (SYF), reported receiving 63,444 shares of common stock from the vesting of Performance Share Units and a withholding of 29,487 shares to cover taxes, all dated January 21, 2026.

How many Synchrony Financial shares did Jonathan S. Mothner own after the Form 4 transactions?

Following the reported transactions, Jonathan S. Mothner directly owned 161,057 shares of Synchrony Financial common stock.

What was the source of the 63,444 SYF shares reported as acquired?

The 63,444 shares of Synchrony Financial common stock were earned through the vesting of Performance Share Units (PSUs) under the company’s 2023-2025 Long-Term Performance Program, based on pre-established performance goals for that period.

Why were 29,487 SYF shares reported as withheld on the same date?

The 29,487 shares of Synchrony Financial common stock were withheld by the company to pay Jonathan S. Mothner’s tax liability arising from the vesting of his Performance Share Units under the 2023-2025 Long-Term Performance Program.

What was the reported price per share for Jonathan S. Mothner’s SYF stock transactions?

Both the acquisition of 63,444 shares and the withholding of 29,487 shares were reported at a price of $77.13 per share.

What is Jonathan S. Mothner’s role at Synchrony Financial?

In this filing, Jonathan S. Mothner is identified as an officer of Synchrony Financial, with the remarks specifying his title as EVP, Chief Risk and Legal Officer.