[Form 4] SYNCHRONY FINANCIAL Insider Trading Activity

Rhea-AI Filing Summary

Synchrony Financial (SYF) Form 4 filing: Director Arthur W. Coviello Jr. reported the grant of 825 restricted stock units (RSUs) on 30 June 2025 (Transaction Code A). Each RSU converts into one share of SYF common stock and will vest in full on 30 June 2026. Following the award, Coviello’s direct beneficial ownership stands at 49,379 shares. No derivative securities were transacted, and there were no dispositions.

The transaction appears to be routine director equity compensation rather than an open-market purchase. The size of the award is immaterial relative to Synchrony’s total shares outstanding and is unlikely to influence the company’s capital structure or liquidity. However, the filing does signal continued insider alignment through equity-based incentives.

Insights

Financial Analyst

TL;DR: Routine 825-share RSU grant to director; negligible market impact.

The Form 4 discloses a standard board compensation grant of 825 RSUs to Director Arthur W. Coviello Jr., vesting in June 2026. Post-grant holdings rise to 49,379 shares—still a fraction of SYF’s ~420 million shares outstanding. Because the award is not an open-market purchase and represents less than 0.0002% of total shares, it does not meaningfully alter insider ownership levels or signal a directional view on the stock. I classify the filing as administrative and not impactful for valuation or trading decisions.

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^*

Zane Ellen M

(Last) (First) (Middle)

777 LONG RIDGE ROAD

C/O SYNCHRONY FINANCIAL

(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)
06/30/2025

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
Common Stock	06/30/2025(1)		A		825	A	$66.74	29,064	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 restricted stock units that will vest in full on June 30, 2026. Each restricted stock unit represents a contingent right to receive one share of Synchrony Financial common stock.

Remarks:

	/s/ Danielle Do as attorney in fact	07/02/2025
	** 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

How many Synchrony Financial (SYF) shares did Director Arthur W. Coviello Jr. acquire?

The director received 825 restricted stock units, each convertible into one SYF share upon vesting.

What is the vesting schedule for the 825 RSUs granted to the SYF director?

All 825 RSUs will vest on 30 June 2026.

What is Arthur W. Coviello Jr.’s total direct ownership in SYF after the transaction?

His direct beneficial ownership is now 49,379 shares of SYF common stock.

Was the June 30, 2025 transaction an open-market purchase?

No. It was a grant of restricted stock units (Transaction Code A), not an open-market buy or sell.

Does this Form 4 filing indicate significant insider buying pressure for SYF?

Given the small size of the award relative to shares outstanding, the filing is not considered materially significant for insider buying trends.