Synchrony (SYF) Form 4 — 288 Dividend-Equivalent Units Added to EVP/CFO Holdings

Rhea-AI Filing Summary

Insider receipt of dividend-equivalent units tied to restricted stock units

Brian J. Wenzel Sr., an officer of Synchrony Financial (SYF) and EVP, CFO, was reported as acquiring 288 dividend equivalent units on 08/15/2025. These units represent the economic equivalent of one share of common stock each, were recorded as dividends on the underlying restricted stock units, and vest and settle on the same terms and schedule as those restricted stock units. After the transaction, Mr. Wenzel beneficially owned 68,876 shares of common stock. The filing was submitted by an attorney-in-fact on behalf of the reporting person.

Insights

Corporate Governance Expert

TL;DR: Routine executive compensation disclosure showing accrual of dividend-equivalent units tied to existing RSUs.

This Form 4 reports a standard compensation-related accrual rather than a market trade. The 288 dividend equivalent units reflect shareholder-like economic exposure granted alongside restricted stock units and vest on the same schedule, which aligns executive incentives with long-term shareholder value. There is no evidence in the filing of open-market purchases or sales, option exercises, or changes to control that would materially alter ownership concentration or governance.

Securities Analyst

TL;DR: Non-market, non-cash issuance; immaterial to capital structure or short-term valuation.

The transaction is coded as an accrual of dividend-equivalent units rather than an acquisition via market transaction. The described units are economic equivalents of shares that vest with the related RSUs, and the post-transaction beneficial ownership of 68,876 shares is disclosed. For investors, this disclosure documents executive compensation mechanics but does not represent a change in free float or immediate equity dilution from an issuance of new shares.

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
Estimated average burden
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^*

Wenzel Brian J. Sr.

(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)
08/15/2025

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
Dividend Equivalent Unit	08/15/2025		A		288(1)	A	$71.49(1)	68,876	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 dividend equivalent units accrued on August 15, 2025 as dividends that were paid on the common shares underlying restricted stock units. The dividend equivalent units vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted stock units to which they relate. Each dividend equivalent unit is the economic equivalent of one share of Synchrony Financial common stock.

Remarks:

EVP, CFO

	/s/ Danielle Do as attorney in fact	08/19/2025
	** 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 did Brian J. Wenzel Sr. report on the Form 4 for SYF?

He reported the acquisition of 288 dividend equivalent units tied to restricted stock units and a post-transaction beneficial ownership of 68,876 shares.

What are the dividend equivalent units reported on this Form 4?

Each unit is the economic equivalent of one share of Synchrony Financial common stock and vests and settles on the same terms as the related restricted stock units.

Did the filing report an open-market purchase or sale?

No. The transaction is recorded as dividend equivalent units accrued on RSUs, not an open-market trade or option exercise.

What is the reporting person's role at Synchrony Financial (SYF)?

Brian J. Wenzel Sr. is listed as EVP, CFO and the form indicates an officer relationship to the issuer.

How was the Form 4 signed and filed?

It was signed by an attorney-in-fact on behalf of the reporting person as indicated on the form.