Synchrony Financial (SYF) EVP Bart Schaller gains shares from PSU vesting, tax shares withheld

Rhea-AI Filing Summary

Synchrony Financial executive Bart Schaller, EVP and CEO–Digital, reported equity compensation activity involving the company’s common stock. On January 21, 2026, he acquired 58,939 shares of Synchrony Financial common stock at $77.13 per share. These shares were earned upon the vesting of Performance Share Units granted under the company’s 2023–2025 Long-Term Performance Program, based on pre-established performance goals for that period.

On the same date, 23,638 shares were withheld by Synchrony Financial at a price of $77.13 per share to cover Schaller’s tax obligations related to the PSU vesting. After these transactions, Schaller directly owned 77,425 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^*

Schaller Bart

(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		58,939(1)	A	$77.13	101,063	D
Common Stock	01/21/2026		F		23,638(2)	D	$77.13	77,425	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--Digital

	/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 Synchrony Financial (SYF) report for Bart Schaller?

The report shows that Bart Schaller, EVP and CEO–Digital of Synchrony Financial, received 58,939 shares of common stock from the vesting of Performance Share Units and had 23,638 shares withheld to cover taxes on January 21, 2026.

How many Synchrony Financial (SYF) shares did Bart Schaller own after the reported Form 4 transactions?

After the reported equity compensation and tax withholding transactions, Bart Schaller directly owned 77,425 shares of Synchrony Financial common stock.

What is the source of the 58,939 shares reported for Bart Schaller at Synchrony Financial (SYF)?

The 58,939 shares represent Synchrony Financial common stock earned by Bart Schaller from vesting Performance Share Units under the 2023–2025 Long-Term Performance Program, based on pre-established performance goals.

Why were 23,638 Synchrony Financial (SYF) shares withheld in Bart Schaller’s Form 4 filing?

The 23,638 shares of Synchrony Financial common stock were withheld by the company to pay Bart Schaller’s tax liability arising from the vesting of his Performance Share Units.

What was the reported price per share in Bart Schaller’s Synchrony Financial (SYF) Form 4?

Both the shares acquired from PSU vesting and the shares withheld for taxes were reported at a price of $77.13 per share.

What role does Bart Schaller hold at Synchrony Financial (SYF) in this Form 4 filing?

In this filing, Bart Schaller is identified as an officer of Synchrony Financial, with the remarks specifying his title as EVP, CEO–Digital.