Synchrony (SYF) Insider Filing: 176 Dividend Equivalent Units Added to RSUs

Rhea-AI Filing Summary

Synchrony Financial (SYF) insider filing: Bart Schaller, listed as EVP, CEO--Digital, reported the acquisition on 08/15/2025 of 176 dividend equivalent units tied to restricted stock units at an economic value of $71.49 each. These dividend equivalent units vest and settle on the same terms as the underlying restricted stock units and are economically equivalent to one share of common stock each. After this accrual, the report shows 41,945 shares beneficially owned. The form was signed by an attorney-in-fact on 08/19/2025.

Positive

• Insider acquisition recorded: 176 dividend equivalent units were credited, showing continued equity-based compensation alignment with shareholders.
• Clear disclosure: The units vest and settle on the same terms as existing restricted stock units, providing transparency on the nature of the benefit.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine compensation-related accrual; limited governance implications.

The filing documents a compensation accrual rather than an open-market purchase or sale. The 176 dividend equivalent units reflect dividend credits on existing restricted stock units and vest on the same schedule, so they do not represent new equity grants with separate vesting conditions. For investors, this is a disclosure of executive remuneration mechanics and ongoing alignment with equity-based pay rather than a signal of trading intent.

Compensation Analyst

TL;DR: Compensation accounting event; economically modest in scale relative to total holdings.

The event records dividend equivalent units valued at $71.49 each, which are payable in shares upon vesting like the underlying RSUs. The incremental 176 units are small relative to the reported 41,945 shares beneficially owned, indicating a modest additional equity interest from dividend accruals rather than a material change to compensation expense or share dilution.

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^*

Schaller Bart

(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		176(1)	A	$71.49(1)	41,945	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, CEO--Digital

	/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 Bart Schaller report on Form 4 for SYF?

He reported acquisition of 176 dividend equivalent units on 08/15/2025 tied to restricted stock units, valued at $71.49 each.

Do the dividend equivalent units vest immediately?

No. The filing states the dividend equivalent units vest proportionately with and are subject to settlement and expiration on the same terms as the underlying restricted stock units.

How many shares does the filing show Bart Schaller beneficially owns after the transaction?

41,945 shares beneficially owned following the reported transaction.

Was this a market trade or a compensation accrual?

Compensation accrual. The units represent dividend equivalents on RSUs, not an open-market purchase or sale.

When was the transaction and when was the Form 4 signed?

Transaction date: 08/15/2025. Form signed by attorney-in-fact: 08/19/2025.