Synchrony Financial (SYF) director receives dividend-equivalent stock units grant

Rhea-AI Filing Summary

Synchrony Financial director reports a routine equity-related award. Director Daniel O. Colao acquired 14 dividend equivalent units on February 17, 2026 at a reference price of $72.31 per unit. After this grant, he holds 3,986 dividend equivalent units directly.

The footnote explains these units were accrued as dividends on common shares underlying restricted stock units. The dividend equivalent units vest proportionately with the related restricted stock units and follow the same settlement and expiration terms. Each unit is the economic equivalent of one share of Synchrony Financial common stock, providing additional stock-linked compensation tied to existing awards.

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

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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^*

COLAO DANIEL O

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		14(1)	A	$72.31(1)	3,986	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.

Remarks:

	/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 transaction did Synchrony Financial (SYF) report for Daniel O. Colao?

Synchrony Financial reported that director Daniel O. Colao acquired 14 dividend equivalent units on February 17, 2026. These units are tied to existing restricted stock units and increase his total to 3,986 units.

What are dividend equivalent units in the Synchrony Financial (SYF) Form 4?

Dividend equivalent units represent dividends accrued on common shares underlying restricted stock units. For Synchrony Financial, each unit is the economic equivalent of one common share and vests, settles, and expires on the same terms as the related restricted stock units.

How many dividend equivalent units does the SYF director hold after this transaction?

After the February 17, 2026 acquisition, Synchrony Financial director Daniel O. Colao holds 3,986 dividend equivalent units directly. This total reflects the 14 units accrued as dividend equivalents on the restricted stock units he already holds.

What was the reference price for the Synchrony Financial dividend equivalent units?

The Form 4 shows a reference price of $72.31 per dividend equivalent unit for the February 17, 2026 accrual. This price is used for reporting purposes and reflects the value assigned to the units at the time of the award.

Do the SYF dividend equivalent units have the same terms as the restricted stock units?

Yes. The filing states the dividend equivalent units vest proportionately with the restricted stock units and are subject to settlement and expiration on the same terms. This aligns their timing and conditions with the underlying equity awards.

Is the Synchrony Financial (SYF) Form 4 transaction a purchase or an award?

The Form 4 describes the transaction as a grant or award acquisition. The 14 dividend equivalent units were accrued as dividends on restricted stock units, not bought in the open market, reflecting equity-based compensation rather than a cash share purchase.