Synchrony (SYF) Director Receives 2,522 Dividend Equivalent Units

Rhea-AI Filing Summary

Insider transaction disclosure: Director Daniel O. Colao received 2,522 dividend equivalent units on August 15, 2025 related to restricted stock units in Synchrony Financial (SYF). These units are the economic equivalent of one share of common stock each, vest proportionately with the underlying restricted stock units, and are subject to the same settlement and expiration terms as those restricted stock units. The reported per-unit value for these dividend equivalent units is $71.49, and the Form 4 was signed on August 19, 2025 by an attorney-in-fact.

Positive

• 2,522 dividend equivalent units were credited, increasing the director's economic stake in Synchrony Financial without a cash transaction

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received vested dividend equivalent units equal to 2,522 shares valued at $71.49 each; this is a routine equity-compensation-related event.

This Form 4 reports a non-cash compensation-related acquisition: dividend equivalent units credited on RSUs. The units mirror common shares economically and vest on the same schedule as the underlying RSUs, indicating no immediate sale or disposition reported. The transaction increases the reporting person's beneficial ownership by 2,522 share-equivalents at the noted per-unit value, but it is presented as an accrual/settlement of compensation rather than an open-market purchase.

Corporate Governance Expert

TL;DR: This is a standard director compensation mechanics disclosure; it reflects equity-based pay administration, not a governance change.

The filing documents dividend equivalent units tied to existing restricted stock units, which is a common feature of executive/director equity awards to preserve economic parity with shareholders. The Form 4 clarifies vesting and settlement alignment with the underlying RSUs, providing transparency on potential dilution and insider ownership changes. No departures, plan amendments, or atypical governance actions are disclosed.

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

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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^*

COLAO DANIEL O

(Last) (First) (Middle)

C/O SYNCHRONY FINANCIAL

777 LONG RIDGE ROAD

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		11(1)	A	$71.49(1)	2,522	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:

	/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 the Form 4 filed for SYF report?

The Form 4 reports that Director Daniel O. Colao received 2,522 dividend equivalent units on 08/15/2025 related to restricted stock units.

What is the value per dividend equivalent unit reported?

The reported per-unit value for the dividend equivalent units is $71.49.

Do the dividend equivalent units vest immediately or later?

The dividend equivalent units vest proportionately with and are subject to settlement and expiration on the same terms as the related restricted stock units.

Does the filing show a sale or cash purchase by the insider?

No; the filing shows credited dividend equivalent units (an accrual/settlement of compensation), not an open-market sale or purchase.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Danielle Do as attorney-in-fact on 08/19/2025.