Synchrony Financial (SYF) officer trades shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Synchrony Financial officer Darrell Owens reported multiple stock transactions involving company common shares. He received a grant of 8,140 restricted stock units at $69.11 per share, which will vest in three equal annual installments, each unit representing one future share.

To cover taxes on vesting, 3,076 shares were withheld by the company. Owens then sold 3,865 shares of common stock in an open-market transaction at $67.71 per share under a Rule 10b5-1 trading plan adopted on October 17, 2025. After these moves, he directly owned 17,432 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
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^*

Owens Darrell

(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)
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		A		8,140(1)	A	$69.11	24,373	D
Common Stock	03/01/2026		F		3,076(2)	D	$69.11	21,297	D
Common Stock	03/02/2026		S		3,865(3)	D	$67.71	17,432	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 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.

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 restricted stock units.

3. These transactions were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 17, 2025.

Remarks:

	/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).
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 stock transactions did Synchrony Financial (SYF) officer Darrell Owens report?

Darrell Owens reported a grant of 8,140 restricted stock units, a tax-withholding disposition of 3,076 shares, and an open-market sale of 3,865 shares. These transactions involve Synchrony Financial common stock and adjust his directly held share balance.

How many Synchrony Financial (SYF) shares did Darrell Owens sell and at what price?

Darrell Owens sold 3,865 shares of Synchrony Financial common stock in an open-market transaction at $67.71 per share. This reported sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted in October 2025.

What restricted stock award did Darrell Owens receive from Synchrony Financial (SYF)?

He received 8,140 restricted stock units, each representing one future share of Synchrony Financial common stock. The units vest in three equal annual installments of 33.33% each, starting on the first anniversary of the grant date.

Why were 3,076 Synchrony Financial (SYF) shares withheld from Darrell Owens?

Synchrony Financial withheld 3,076 shares to cover Darrell Owens’ tax liability arising from the vesting of restricted stock units. This tax-withholding disposition is reported as a share reduction rather than a market sale.

How many Synchrony Financial (SYF) shares does Darrell Owens own after these transactions?

After the reported grant, tax withholding, and sale, Darrell Owens directly owns 17,432 shares of Synchrony Financial common stock. This figure reflects his updated direct ownership following all listed Form 4 transactions.

Were Darrell Owens’ Synchrony Financial (SYF) share sales pre-planned?

Yes. The filing states the share sales were executed under a Rule 10b5-1 trading plan adopted by Darrell Owens on October 17, 2025. Such plans pre-schedule trades to follow predetermined instructions.