Synchrony (NYSE: SYF) officer sells 12,045 shares under 10b5-1 plan

Rhea-AI Filing Summary

Synchrony Financial officer Courtney Gentleman reported mixed insider activity. On February 17, 2026, she received a grant of 74 dividend equivalent units tied to existing restricted stock units, each economically equal to one share of Synchrony common stock. The same day, she executed an open-market sale of 12,045 common shares at $70.60 per share under a pre-established Rule 10b5-1 trading plan adopted on November 5, 2025.

Following these transactions, she directly held 17,853 shares of Synchrony common stock and 29,898 dividend equivalent units, which vest and settle on the same terms as their underlying restricted stock units.

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).

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^*

Gentleman Courtney

(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)
02/17/2026

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
Dividend Equivalent Unit	02/17/2026		A		74(1)	A	$72.31(1)	29,898	D
Common Stock	02/17/2026		S		12,045(2)	D	$70.6	17,853	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 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 November 5, 2025.

Remarks:

EVP & CEO--Diversified & Value

	/s/ Danielle Do, as attorney-in-fact	02/19/2026
	** 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 Courtney Gentleman?

Synchrony Financial reported that officer Courtney Gentleman sold 12,045 common shares at $70.60 each and received 74 dividend equivalent units. The sale was an open-market transaction executed under a pre-arranged Rule 10b5-1 trading plan adopted in November 2025.

How many Synchrony Financial (SYF) shares did Courtney Gentleman sell and at what price?

Courtney Gentleman sold 12,045 shares of Synchrony Financial common stock at $70.60 per share. The sale was reported as an open-market transaction and was carried out under a previously adopted Rule 10b5-1 trading plan.

What dividend equivalent units did Courtney Gentleman receive from Synchrony Financial (SYF)?

She received 74 dividend equivalent units, accrued as dividends on common shares underlying her restricted stock units. Each unit is economically equal to one Synchrony common share and will vest, settle, and expire on the same terms as the related restricted stock units.

What are Courtney Gentleman’s holdings in Synchrony Financial (SYF) after these transactions?

After the reported activity, Courtney Gentleman directly held 17,853 shares of Synchrony Financial common stock and 29,898 dividend equivalent units. The units track dividends and vesting terms tied to her underlying restricted stock units in the company.

Was Courtney Gentleman’s sale of Synchrony Financial (SYF) shares pre-planned?

Yes. The Form 4 notes the sale was made under a Rule 10b5-1 trading plan adopted on November 5, 2025. Such plans allow insiders to schedule future trades in advance, helping separate trading decisions from later nonpublic information.