SYF Board Member Offloads 10,000 Shares in Pre-Planned Trade

Rhea-AI Filing Summary

Synchrony Financial (NYSE:SYF) Form 4 discloses that director Jeffrey G. Naylor sold 10,000 common shares on 06/24/2025 at $65.00 each, a transaction value of roughly $650,000. The sale, executed under a Rule 10b5-1 plan adopted 01/30/2025, reduced Naylor’s direct holdings by about 11% to 78,570 shares. No derivative securities were involved, and no purchase activity was reported.

The filing is significant because the size of the disposal exceeds the 5% threshold that many investors use to gauge insider sentiment. However, the pre-arranged nature of the trade may mitigate signals of declining confidence.

Positive

• None.

Negative

• Director Jeffrey G. Naylor sold 10,000 shares worth ~$650k, reducing his stake by about 11%, which may be interpreted as a bearish insider signal.

Insights

Insider Trading Analyst

TL;DR: $650k sale trims stake 11%, modest but signals insider cash-out.

The disposal equals roughly 11% of Naylor’s pre-trade position (88,570 shares). While $650k is not huge relative to SYF’s market cap, it surpasses the 5% personal holding threshold that can flag sentiment shifts. The 10b5-1 plan limits interpretive weight, yet timing still matters: the plan was adopted five months ago, suggesting intentional liquidity rather than reactive selling. Historically, clustered director sales often precede short-term underperformance; single trades are less predictive. Investors should monitor further insider activity for confirmation.

Corporate Governance Expert

TL;DR: Pre-planned diversification; limited governance concern.

Because the sale occurred under a disclosed 10b5-1 plan, it aligns with best-practice governance and reduces potential for trading on non-public information. Naylor retains 78,570 shares, maintaining meaningful alignment with shareholders. No board committee changes or policy shifts accompanied the filing. Absent additional executive sales or policy changes, the event appears routine and does not materially alter the board’s incentive structure.

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).

X

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^*

NAYLOR JEFFREY G

(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)
06/24/2025

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	06/24/2025		S		10,000(1)	D	$65	78,570	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. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 30, 2025.

Remarks:

	/s/ Danielle Do, as attorney-in-fact	06/26/2025
	** 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 SYF shares did director Jeffrey G. Naylor sell on June 24 2025?

He sold 10,000 common shares.

What was the total dollar value of the SYF shares sold by Naylor?

Approximately $650,000 based on the reported $65.00 sale price.

What percentage of his SYF holdings did Naylor dispose of in this transaction?

About 11% of his pre-transaction holdings (10,000 of 88,570 shares).

Was the sale conducted under a Rule 10b5-1 trading plan?

Yes. The filing states it was under a 10b5-1 plan adopted on January 30 2025.

How many SYF shares does Naylor own after the transaction?

He directly owns 78,570 common shares following the sale.