[Form 4] SYNCHRONY FINANCIAL Insider Trading Activity

Rhea-AI Filing Summary

A company officer reported receipt of dividend-equivalent units tied to restricted stock units. Amy Tiliakos, Senior Vice President and Chief Accounting Officer and Controller at Synchrony Financial (SYF), was issued 60 dividend equivalent units on August 15, 2025, valued at $71.49 each. These units represent the economic equivalent of one share of Synchrony Financial common stock and vest and settle on the same schedule as the related restricted stock units. After the issuance, she beneficially owned 17,874 shares. The Form 4 was signed by an attorney-in-fact on August 19, 2025.

Positive

• Receipt of 60 dividend-equivalent units that are economically equivalent to 60 shares and follow existing RSU vesting terms
• Beneficial ownership increased to 17,874 shares following the reported accrual, reflecting alignment of executive compensation with shareholder interests

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine issuance of dividend-equivalent units to an officer; not a sale or purchase of stock.

This filing documents the accrual and issuance of 60 dividend-equivalent units tied to existing restricted stock units held by an executive. Such dividend equivalents convert economically to common shares and follow the vesting and settlement terms of the underlying RSUs, so this is a non-cash compensation accrual rather than a market transaction. The report increases the officer's beneficial holdings to 17,874 shares, but there is no indication of a change in control, sale, or material shift in ownership.

Compensation & Equity Plan Analyst

TL;DR: This is a standard equity-compensation bookkeeping entry tied to RSU payouts.

The entry is coded as a dividend-equivalent unit accrual (code A) for 60 units at $71.49 each, reflecting dividends paid on the common shares underlying RSUs. Because these units vest and settle with the RSUs, they represent deferred compensation settlement mechanics rather than open-market activity. No derivative transactions, option exercises, or share disposals are reported.

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^*

Tiliakos Amy

(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		60(1)	A	$71.49(1)	17,874	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:

SVP, Chief Accounting Officer and Controller

	/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 Amy Tiliakos report on Form 4 for SYF?

She reported the receipt of 60 dividend-equivalent units tied to restricted stock units on 08/15/2025, priced at $71.49 per unit.

Do the dividend-equivalent units convert to common stock for SYF insiders?

Yes. Each dividend-equivalent unit is the economic equivalent of one share and vests and settles on the same terms as the related RSUs.

How many SYF shares does the reporting person beneficially own after the transaction?

17,874 shares beneficially owned following the reported transaction.

Was this Form 4 a purchase or sale of shares for SYF?

No. The filing records issuance of dividend-equivalent units (non-cash compensation), 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.