Synchrony Financial (SYF) executive gets RSU grant, shares withheld for tax

Rhea-AI Filing Summary

Synchrony Financial executive Jonathan S. Mothner reported two equity transactions involving company common stock. On March 1, 2026, 12,936 shares were automatically withheld at $69.11 per share to cover his tax liability upon the vesting of restricted stock units, and no investment decision was made by him in connection with this tax-withholding disposition.

On the same date, he received a grant of 24,093 restricted stock units at $69.11 per share, which will vest in three equal annual installments of 33.33% each, beginning on the first anniversary of the grant date. Following these transactions, his directly held common stock increased to 172,447 shares.

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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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)
03/01/2026

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	03/01/2026		F		12,936(1)	D	$69.11	148,354	D
Common Stock	03/01/2026		A		24,093(2)	A	$69.11	172,447	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. Reflects the number of shares of Company common stock automatically withheld by the Company to pay the tax liability of the reporting person in connection with the vesting of restricted stock units. No investment decision was made by the reporting person in connection with the withholding.

2. Represents restricted stock units that will vest in three equal annual installments of 33.33% each, beginning on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Synchrony Financial (the "Company") common stock.

Remarks:

EVP, Chief Risk and Legal Officer

	/s/ Danielle Do, as attorney in fact	03/03/2026
	** 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).
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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 SYF executive Jonathan Mothner report?

Jonathan Mothner reported an automatic tax-withholding disposition and a new equity grant. The company withheld 12,936 shares to cover taxes on vesting RSUs and granted 24,093 restricted stock units that vest over three years, all in Synchrony Financial common stock.

How many Synchrony Financial (SYF) shares were withheld for Jonathan Mothner’s taxes?

The company withheld 12,936 shares of Synchrony Financial common stock at $69.11 per share. This automatic tax-withholding covered the executive’s tax liability upon RSU vesting and, according to the disclosure, did not involve an investment decision by him.

What equity award did Jonathan Mothner receive from Synchrony Financial (SYF)?

He received a grant of 24,093 restricted stock units tied to Synchrony Financial common stock. These RSUs vest in three equal annual installments of 33.33% each, starting on the first anniversary of the grant date, with each unit representing one share upon settlement.

How do Jonathan Mothner’s new RSUs in SYF vest over time?

The 24,093 restricted stock units vest in three equal annual installments. Each year, 33.33% of the RSUs vest, beginning on the first anniversary of the grant date, gradually delivering Synchrony Financial common shares as the vesting conditions are met.

How many Synchrony Financial (SYF) shares does Jonathan Mothner hold after these transactions?

After the March 1, 2026 transactions, Jonathan Mothner directly holds 172,447 shares of Synchrony Financial common stock. This figure reflects both the automatic tax-withholding share reduction and the new equity award reported in the same disclosure.

Did Jonathan Mothner make an investment decision when SYF shares were withheld?

No, the disclosure states the 12,936 shares were automatically withheld by Synchrony Financial. They were used to pay his tax liability on vesting RSUs, and he made no investment decision regarding that tax-withholding disposition of common stock.