Synchrony Financial (SYF) officer exercises options and sells 41,514 shares

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Synchrony Financial officer Alberto Casellas reported multiple equity transactions involving company stock and related units. On February 17, 2026, he acquired 5,794 Employee Stock Options through an exercise of derivative securities and received 208 dividend equivalent units tied to restricted stock units, plus 0.76 phantom stock units through a deferred compensation dividend reinvestment feature.

He also acquired 5,794 shares of common stock upon option exercise at a stated exercise price of $34.30 per share, then sold 41,514 shares of common stock in an open-market transaction at $70.60 per share under a pre-established Rule 10b5-1 trading plan. Following these transactions, he directly held 57,338 shares of Synchrony Financial common stock.

Insider Trade Summary

Net Seller: 41,514 shares ($2,930,888)

Net Sell 5 txns

Insider Casellas Alberto

Role See remarks

Sold 41,514 shs ($2.93M)

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	0.76	$0.00	--
Exercise	Employee Stock Option (right to buy)	5,794	$0.00	--
Grant/Award	Dividend Equivalent Unit	208	$72.31	$15K
Exercise	Common Stock	5,794	$34.30	$199K
Sale	Common Stock	41,514	$70.60	$2.93M

Holdings After Transaction: Phantom Stock Units — 184.89 shares (Direct); Employee Stock Option (right to buy) — 5,794 shares (Direct); Dividend Equivalent Unit — 93,058 shares (Direct); Common Stock — 98,852 shares (Direct)

Footnotes (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. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 27, 2025. The reported phantom stock units were acquired pursuant to a dividend reinvestment feature under the Synchrony Financial Deferred Compensation Plan (the "Deferred Compensation Plan") and are to be settled, in cash, six months following the Reporting Person's separation from service to the Company, subject to the requirements set forth in the Deferred Compensation Plan. Each phantom stock unit is the economic equivalent of one share of Synchrony Financial common stock. The reporting person was awarded 11,588 employee stock options on April 1, 2017, which vested in five equal annual installments of 20% each, beginning on the first anniversary of the grant date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/19/2026 - 04:04 PM

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^*

Casellas Alberto

(Last)

(First)

(Middle)

777 LONG RIDGE ROAD

C/O CORPORATE SECRETARY

(Street)

STAMFORD

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Dividend Equivalent Unit	02/17/2026		A		208⁽¹⁾	A	$72.31⁽¹⁾	93,058	D
Common Stock	02/17/2026		M		5,794⁽²⁾	A	$34.3	98,852	D
Common Stock	02/17/2026		S		41,514⁽²⁾	D	$70.6	57,338	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽³⁾	02/17/2026		A		0.76		⁽³⁾	⁽³⁾	Common Stock	0.76	$0	184.89	D
Employee Stock Option (right to buy)	$34.3	02/17/2026		M			5,794⁽²⁾	⁽⁴⁾	04/01/2027	Common Stock	5,794	$0	5,794	D

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 October 27, 2025.

3. The reported phantom stock units were acquired pursuant to a dividend reinvestment feature under the Synchrony Financial Deferred Compensation Plan (the "Deferred Compensation Plan") and are to be settled, in cash, six months following the Reporting Person's separation from service to the Company, subject to the requirements set forth in the Deferred Compensation Plan. Each phantom stock unit is the economic equivalent of one share of Synchrony Financial common stock.

4. The reporting person was awarded 11,588 employee stock options on April 1, 2017, which vested in five equal annual installments of 20% each, beginning on the first anniversary of the grant date.

Remarks:

EVP, CEO--Health & Wellness

	/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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Synchrony Financial (SYF) insider Alberto Casellas report on this Form 4?

Alberto Casellas reported option exercises, stock-based award accruals, and an open-market sale. He exercised 5,794 stock options, received dividend-related units, and sold 41,514 Synchrony Financial common shares, all recorded as direct holdings and transactions on February 17, 2026.

How many Synchrony Financial (SYF) shares did Alberto Casellas sell?

He sold 41,514 shares of Synchrony Financial common stock. The sale was reported as an open-market transaction at a price of $70.60 per share, executed under a pre-arranged Rule 10b5-1 trading plan adopted on October 27, 2025.

What stock awards or units did Alberto Casellas acquire in Synchrony Financial (SYF)?

He acquired 5,794 Employee Stock Options through exercise, 208 dividend equivalent units, and 0.76 phantom stock units. The dividend equivalent units and phantom units each represent the economic equivalent of one Synchrony Financial common share, tied to existing equity and deferred compensation programs.

What is the significance of the Rule 10b5-1 plan in this Synchrony Financial (SYF) filing?

The Form 4 states the stock sale followed a Rule 10b5-1 trading plan. Such plans pre-schedule trades, helping insiders systematically sell shares over time under predetermined instructions, which can reduce concerns about the timing of discretionary insider sales.

How many Synchrony Financial (SYF) shares does Alberto Casellas hold after these transactions?

After the reported February 17, 2026 transactions, he directly owned 57,338 shares of Synchrony Financial common stock. He also held additional economic interests through 184.89 phantom stock units and 93,058 shares represented after dividend equivalent unit accruals and option exercises.

What are dividend equivalent units and phantom stock units in this Synchrony Financial (SYF) report?

Dividend equivalent units and phantom stock units each track the value of one Synchrony Financial share. Dividend equivalents accrue on restricted stock units, while phantom units arise under a deferred compensation plan and are settled in cash after the officer’s separation from the company.