MOTHNER JONATHAN S 4

What Happened
Jonathan S. Mothner, EVP, Chief Risk and Legal Officer of Synchrony Financial (SYF), received 63,444 shares on January 21, 2026 as the vesting of Performance Share Units (PSUs) — valued at $77.13 each for a total of $4,893,436. To satisfy the tax withholding on the vesting, 29,487 shares were withheld (disposed) at the same $77.13 price, representing $2,274,332.

Key Details

• Transaction dates: January 21, 2026; Form 4 filed January 23, 2026 (timely within the usual two-business-day window).
• Award (A): 63,444 shares @ $77.13 — $4,893,436 total.
• Tax withholding (F): 29,487 shares @ $77.13 — $2,274,332 withheld/retired.
• Footnotes: F1 — shares were earned via vesting of PSUs under the 2023–2025 Long-Term Performance Program; F2 — withheld shares were used to pay the reporting person’s tax liability.
• Shares owned after the transaction: Not specified in this filing.

Context
This was not an open-market buy or sale but the vesting of equity compensation (PSUs). The withholding of shares to cover taxes is a routine administrative disposition and does not by itself signal a decision to sell remaining shares. For retail investors, award vesting indicates compensation realization by management but does not necessarily reflect a change in company outlook by the insider.