Synchrony Financial

03/03/2026 | Press release | Distributed by Public on 03/03/2026 17:47

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
DOUBLES BRIAN D
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
__X__ Officer (give title below) _____ Other (specify below)
See remarks
(Last) (First) (Middle)
C/O SYNCHRONY FINANCIAL, 777 LONG RIDGE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026
(Street)
STAMFORD, CT 06902
4. If Amendment, Date 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
(City) (State) (Zip)
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 68,158(1) D $69.11 873,900 D
Common Stock 03/01/2026 A 105,322(2) A $69.11 979,222 D
Common Stock 03/02/2026 S 150,000(3) D $68.86(4) 829,222 D
Common Stock 03/02/2026 M 39,105(3) A $33.53 868,327 D
Common Stock 03/02/2026 S 39,105(3) D $68.52(5) 829,222 D
Common Stock 03/02/2026 M 28,449(3) A $34.3 857,671 D
Common Stock 03/02/2026 S 28,449(3) D $67.96(6) 829,222 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Employee Stock Option (right to buy) $33.53 03/02/2026 M 39,105 (7) 04/01/2028 Common Stock 39,105 $ 0 0 D
Employee Stock Option (right to buy) $34.3 03/02/2026 M 28,449 (8) 04/01/2027 Common Stock 28,449 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOUBLES BRIAN D
C/O SYNCHRONY FINANCIAL
777 LONG RIDGE ROAD
STAMFORD, CT 06902
X See remarks

Signatures

/s/ Danielle Do, as attorney in fact 03/03/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
(3) This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 27, 2025.
(4) The price reflected is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.62 to $69.26. Information regarding the number of shares sold at each price will be provided upon request.
(5) The price reflected is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.31 to $68.62. Information regarding the number of shares sold at each price will be provided upon request.
(6) The price reflected is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.22 to $68.31. Information regarding the number of shares sold at each price will be provided upon request.
(7) The reporting person was awarded 39,105 employee stock options on April 1, 2018, which vested in five equal annual installments of 20% each, beginning on the first anniversary of the grant date.
(8) The Reporting Person was awarded 28,449 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:
President and CEO
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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