Wenzel Brian J. Sr. 4

What Happened

• Brian J. Wenzel Sr., EVP & Chief Financial Officer of Synchrony Financial, had 87,957 shares issued to him on Jan 21, 2026 in connection with the vesting of Performance Share Units (PSUs) — valued at $77.13 per share for a total of $6,784,123. The company withheld 40,845 of those shares at $77.13 each (totaling $3,150,375) to satisfy the reporting person's tax liability.

Key Details

• Transaction dates and prices: Jan 21, 2026; shares issued at $77.13 per share.
• Shares issued (award): 87,957 shares (total value $6,784,123).
• Shares withheld (tax payment): 40,845 shares (value $3,150,375) — reported as disposition for tax withholding.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnotes: F1 = shares earned from vesting of PSUs under the 2023–2025 Long-Term Performance Program; F2 = shares withheld by the company to pay the reporting person's tax liability.
• Filing timeliness: Transaction reported on Form 4 filed Jan 23, 2026 for a Jan 21 transaction — appears timely (Form 4 is generally due within two business days).

Context

• This was an award/vesting event (code A) rather than a market purchase or voluntary sale. The withholding of shares (code F) is a routine tax-withholding mechanism — similar to a cashless exercise where shares are retained to cover taxes — and should not be interpreted as an open-market sale signal. Awards reflect compensation tied to prior performance goals (2023–2025 performance period), not an independent insider investment decision.