Synchrony Financial (SYF) EVP Owens nets PSU stock award and tax withholding

Rhea-AI Filing Summary

Synchrony Financial executive Darrell Owens reported equity compensation activity involving company common stock. On January 21, 2026, he acquired 15,213 shares of Synchrony Financial common stock at $77.13 per share, earned upon vesting of Performance Share Units under the 2023-2025 Long-Term Performance Program based on pre-established performance goals.

The company withheld 4,909 shares at $77.13 per share to cover Owens’ tax liability related to the PSU vesting. After these transactions, Owens directly held 26,469 shares of Synchrony Financial common stock in his capacity as EVP & CEO--Lifestyle.

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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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^*

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)
01/21/2026

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	01/21/2026		A		15,213(1)	A	$77.13	31,378	D
Common Stock	01/21/2026		F		4,909(2)	D	$77.13	26,469	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 common stock of Synchrony Financial (the "Company") earned by the reporting person in connection with the vesting of Performance Share Units ("PSUs") under the 2023-2025 Long- Term Performance Program based on pre-established performance goals for the 2023-2025 performance period.

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 the PSUs under the 2023-2025 Long-Term Performance Program.

Remarks:

EVP & CEO--Lifestyle

	/s/ Danielle Do, as attorney-in-fact	01/23/2026
	** 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 Darrell Owens?

Darrell Owens reported two transactions on January 21, 2026: an acquisition of 15,213 shares of Synchrony Financial common stock at $77.13 per share and a disposition of 4,909 shares at $77.13 per share, the latter being share withholding to cover taxes on vested Performance Share Units.

How many Synchrony Financial (SYF) shares does Darrell Owens own after these Form 4 transactions?

Following the reported transactions, Darrell Owens directly owns 26,469 shares of Synchrony Financial common stock.

What is the nature of the 15,213 Synchrony Financial (SYF) shares acquired by Darrell Owens?

The 15,213 shares represent common stock earned upon vesting of Performance Share Units (PSUs) under Synchrony Financial’s 2023-2025 Long-Term Performance Program, based on pre-established performance goals for that period.

Why were 4,909 Synchrony Financial (SYF) shares deducted in Darrell Owens’ Form 4 filing?

The 4,909 shares reported with transaction code "F" were withheld by Synchrony Financial to pay Darrell Owens’ tax liability arising from the vesting of his Performance Share Units under the 2023-2025 Long-Term Performance Program.

What is Darrell Owens’ role at Synchrony Financial (SYF) mentioned in the Form 4?

Darrell Owens is identified as an officer of Synchrony Financial with the title EVP & CEO--Lifestyle.

Were the reported Synchrony Financial (SYF) transactions direct or indirect holdings for Darrell Owens?

Both transactions reported in the Form 4 are classified as direct (D) ownership of Synchrony Financial common stock by Darrell Owens.