DOUBLES BRIAN D 4

What Happened
Brian D. Doubles, President and CEO of Synchrony Financial (SYF), was issued 390,751 shares on 2026-01-21 upon vesting of Performance Share Units (PSUs) tied to the 2023–2025 Long‑Term Performance Program. The per‑share reporting price was $77.13, giving the award a reported value of $30,138,625. To satisfy tax withholding, 181,132 of those shares were withheld by the company (reported as disposition) at the same $77.13 price, a value of $13,970,711. Code A = award/acquisition; Code F = shares withheld for taxes.

Key Details

• Transaction date: 2026-01-21; reported on Form 4 filed 2026-01-23 (filed two days after the transaction, consistent with the normal Form 4 reporting window).
• Award: 390,751 shares at $77.13 each; total value reported $30,138,625.
• Tax withholding: 181,132 shares withheld at $77.13 each; total value reported $13,970,711 (company withheld shares to pay tax liability).
• Shares owned after transaction: not disclosed in the provided Form 4.
• Footnotes: F1 confirms shares were earned from PSUs based on pre-established 2023–2025 performance goals; F2 confirms shares were withheld to pay the reporting person’s tax liability.

Context
This was a performance‑based equity award vesting, not an open‑market purchase or a voluntary sale. The withholding of shares to cover taxes is routine and common when equity awards vest; it reduces the net shares the insider actually receives but does not indicate an open‑market sale for investment reasons.