SYF Insider Filing: Dividend Equivalent Units and Deferred-Comp Phantom Units Reported

Rhea-AI Filing Summary

Alberto Casellas, an officer of Synchrony Financial (SYF) reported transactions dated 08/15/2025. The Form 4 discloses 56,917 dividend equivalent units accrued on restricted stock units, described as economic equivalents of one share each and vesting and settling on the same terms as the underlying restricted stock units. The filing also reports acquisition of phantom stock units under the Synchrony Financial Deferred Compensation Plan, which will be settled in cash six months after the reporting person separates from service; each phantom unit is the economic equivalent of one share. The form was signed by an attorney-in-fact on 08/19/2025.

Insights

Corporate Governance Expert

TL;DR: Routine executive compensation entries showing dividend equivalents and deferred-compensation phantom units; no sale or outside transactions reported.

This Form 4 records non-sales compensation-related entries rather than open-market trades. The 56,917 dividend equivalent units reflect accrued dividends on restricted stock units that vest and settle on the same terms as the underlying awards, which is typical for aligning executive pay with shareholder outcomes. The phantom stock units were acquired under a deferred compensation plan and are payable in cash six months after separation, indicating a deferred cash payout vehicle rather than immediate equity dilution. No dispositions or open-market purchases by the reporting person are shown.

Compensation & Benefits Analyst

TL;DR: Compensation mechanics disclosed; dividend-equivalent accruals and deferred-compensation phantom units are standard plan-driven events.

The disclosure describes plan-driven accruals: dividend equivalent units tied to restricted stock units and phantom stock units acquired via a dividend reinvestment feature in the Deferred Compensation Plan. The phantom units carry a cash settlement timing provision (six months post-separation), which affects executive liquidity and tax timing but does not immediately change share count. Documentation includes the reporting persons title as EVP, CEO--Health & Wellness, confirming officer status for Section 16 reporting.

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

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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^*

Casellas Alberto

(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		209(1)	A	$71.49(1)	56,917	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
Phantom Stock Units	(2)	08/15/2025		A		0.766		(2)	(2)	Common Stock	0.766	$0	183.35	D

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.

2. The reported phantom stock units were acquired pursuant to a dividend reinvestment feature under the Synchrony Financial Deferred Compensation Plan (the "Deferred Compensation Plan") and are to be settled, in cash, six months following the Reporting Person's separation from service to the Company, subject to the requirements set forth in the Deferred Compensation Plan. Each phantom stock unit is the economic equivalent of one share of Synchrony Financial common stock.

Remarks:

EVP, CEO--Health & Wellness

	/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.
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FAQ

What did the Form 4 filed for SYF on 08/19/2025 report?

It reported transactions dated 08/15/2025: 56,917 dividend equivalent units on restricted stock units and acquisition of phantom stock units under the Deferred Compensation Plan.

Who is the reporting person on this SYF Form 4?

The reporting person is Alberto Casellas, identified as an officer with title EVP, CEO--Health & Wellness.

Are the phantom stock units in the SYF filing settled in shares or cash?

The filing states the phantom stock units are to be settled in cash six months following the reporting person's separation from service, per the Deferred Compensation Plan.

Do the dividend equivalent units reported for SYF represent actual shares?

The filing explains each dividend equivalent unit is the economic equivalent of one share and vests and settles on the same terms as the related restricted stock units.

Was the Form 4 signed and who signed it?

The form was signed by /s/ Danielle Do as attorney in fact on 08/19/2025 on behalf of the reporting person.