SYF Insider Filing: EVP Mothner Reports 234 Dividend Equivalent Units at $71.49

Rhea-AI Filing Summary

Jonathan S. Mothner, identified as an officer (EVP, Chief Risk and Legal Officer) of Synchrony Financial (SYF), reported a non‑derivative transaction dated 08/15/2025 that added 234 dividend equivalent units tied to restricted stock units at an attributable price of $71.49 per unit. The filing states 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, and shows 146,862 shares beneficially owned following the reported transaction.

The form is marked as executed pursuant to a written plan intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c). The Form 4 was signed by an attorney‑in‑fact on 08/19/2025. The filing contains an explanatory remark describing the nature and vesting parity of the dividend equivalent units.

Positive

• Transaction executed under a 10b5‑1 plan, indicating an established written plan for the transaction
• Dividend equivalent units explicitly accrue and vest with existing RSUs, clarifying the economic linkage to underlying shares
• Beneficial ownership updated to 146,862 shares, reflecting the cumulative holdings after the accrual

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine equity compensation disclosure showing accrual/vesting of dividend equivalents under existing RSU arrangements.

The Form 4 documents a standard compensation‑related accrual rather than an open‑market purchase or sale. The filing explicitly ties 234 dividend equivalent units to outstanding restricted stock units and confirms they vest and settle under the same terms. The presence of a checked 10b5‑1 box indicates the reporting person relied on a prearranged plan for the transaction, which typically mitigates insider trading concerns. No change in officer role or unusual transfer structures are disclosed.

Compensation / Securities Analyst

TL;DR: Financial impact is minor and consistent with routine RSU dividend equivalents; increases beneficial ownership modestly.

The report shows 234 dividend equivalent units credited at an attributable price of $71.49 each and resulting in 146,862 shares beneficially owned after the transaction. The explanation clarifies these units are economically equivalent to common shares and follow RSU vesting terms, indicating typical post‑grant adjustments rather than new grants or sales. No derivatives, option exercises, or cash proceeds 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).

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^*

MOTHNER JONATHAN S

(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)

	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		234(1)	A	$71.49(1)	146,862	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, Chief Risk and Legal Officer

	/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 Jonathan S. Mothner report on Form 4 for SYF?

The filing reports the acquisition of 234 dividend equivalent units tied to restricted stock units on 08/15/2025, credited at $71.49 per unit.

Did the Form 4 indicate the transaction was part of a 10b5‑1 plan?

Yes. The form is checked to indicate the transaction was made pursuant to a written plan intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c).

How many shares does Mothner beneficially own after the reported transaction?

The Form 4 shows 146,862 shares beneficially owned following the reported transaction.

What is the reporting person's role at Synchrony Financial?

The remarks identify the reporting person as EVP, Chief Risk and Legal Officer.

When was the Form 4 signed and filed?

The signature by an attorney‑in‑fact is dated 08/19/2025 and the underlying transaction date is 08/15/2025.