Synchrony Financial (SYF) CFO gains PSUs and withholds shares for taxes

Rhea-AI Filing Summary

Synchrony Financial executive stock activity: Executive Vice President and Chief Financial Officer Brian J. Wenzel reported equity-related transactions in Synchrony Financial common stock on January 21, 2026. He acquired 87,957 shares of common stock at $77.13 per share, earned through the vesting of Performance Share Units under the Company’s 2023–2025 Long-Term Performance Program based on pre-established performance goals for that period. On the same date, 40,845 shares were withheld by Synchrony Financial at $77.13 per share to cover his tax obligations arising from this vesting. Following these transactions, Wenzel directly owned 116,282 shares of Synchrony Financial common stock.

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
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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 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		87,957(1)	A	$77.13	157,127	D
Common Stock	01/21/2026		F		40,845(2)	D	$77.13	116,282	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, CFO

	/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 transaction did SYF executive Brian J. Wenzel report?

Brian J. Wenzel, Executive Vice President and CFO of Synchrony Financial (SYF), reported equity transactions in the company’s common stock dated January 21, 2026. These transactions related to the vesting of Performance Share Units under the 2023–2025 Long-Term Performance Program and associated tax withholding.

How many Synchrony Financial shares did the CFO acquire in this Form 4 filing?

On January 21, 2026, the CFO acquired 87,957 shares of Synchrony Financial common stock at $77.13 per share. These shares were earned upon the vesting of Performance Share Units tied to the 2023–2025 Long-Term Performance Program performance goals.

Why were shares of SYF stock withheld in Brian Wenzel’s Form 4?

The Form 4 shows that 40,845 shares of Synchrony Financial common stock were withheld by the company at $77.13 per share. According to the disclosure, these shares were withheld to pay the tax liability arising from the vesting of the Performance Share Units under the 2023–2025 Long-Term Performance Program.

How many Synchrony Financial shares does the CFO own after these transactions?

After the reported transactions on January 21, 2026, Brian J. Wenzel directly beneficially owned 116,282 shares of Synchrony Financial common stock, as stated in the filing.

What is the source of the SYF shares acquired by the CFO in this filing?

The acquired 87,957 shares of Synchrony Financial common stock represent stock earned upon vesting of Performance Share Units under the company’s 2023–2025 Long-Term Performance Program, based on pre-established performance goals for that performance period.

Is this SYF Form 4 related to open-market stock purchases or sales?

The SYF Form 4 describes shares earned through Performance Share Unit vesting and shares withheld to cover taxes. It does not describe open-market purchases or discretionary sales; rather, it reflects equity compensation and tax withholding mechanics.