Synchrony (SYF) Form 4 — 37,151 Dividend Equivalent Units Reported by Director

Rhea-AI Filing Summary

Roy A. Guthrie, a director of Synchrony Financial (SYF), reported dividend equivalent units credited on August 15, 2025 that represent the cash-equivalent dividends on previously granted restricted stock units and deferred stock units. The filing records 37,151 dividend equivalent units credited, each equal to one share of common stock, with an indicated per-unit value of $71.49. The report notes that Guthrie 2012 Investments LP, for which Mr. Guthrie is the investment manager, owns 34,106 shares and that Mr. Guthrie disclaims beneficial ownership of those partnership-held shares except to the extent of his pecuniary interest. The form was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Clear disclosure of dividend equivalent units credited (37,151) and per-unit value ($71.49)
• Standard governance language clarifying investment manager role and disclaimer of beneficial ownership for Guthrie 2012 Investments LP (34,106 shares)

Negative

• None.

Insights

Securities Compliance Analyst

TL;DR: Routine Form 4 reporting of dividend equivalent units credited to an director's deferred awards; no open-market purchases or sales reported.

This filing documents an administrative credit of 37,151 dividend equivalent units tied to previously granted restricted stock units and deferred stock units, recorded as of 08/15/2025. The units are the economic equivalent of common shares and reflect dividend payments rather than cashless or market transactions. The disclosure that Mr. Guthrie is the investment manager of Guthrie 2012 Investments LP, which holds 34,106 shares, and his disclaimer of beneficial ownership for those partnership-held shares are standard language to clarify ownership interest. Impact on share count and float is immaterial absent conversion or disposition details.

Corporate Governance Specialist

TL;DR: Director compensation mechanics recorded; this is an administrative equity accrual, not a trading signal.

The report reflects equity-based compensation mechanics where dividend equivalents on deferred awards are credited as units at a stated per-unit value of $71.49. Such accruals are common for non-employee director and executive deferred plans and do not indicate voluntary buy/sell activity by the reporting person. The signature by an attorney-in-fact and the explicit disclaimer regarding partnership-owned shares are routine governance disclosures ensuring Section 16 compliance.

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
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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^*

GUTHRIE ROY A

(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)
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		143(1)	A	$71.49(1)	37,151	D
Common Stock								34,106	I	See footnote(2)

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 and deferred stock units previously granted to the Reporting Person under the Company's Long-Term Incentive Plans and Non-Employee Director Deferred Compensation Plan. Each dividend equivalent unit is the economic equivalent of one share of Synchrony Financial common stock.

2. Mr. Guthrie is the Investment Manager of Guthrie 2012 Investments LP, which owns 34,106 shares of common stock. Mr. Guthrie disclaims beneficial ownership of the shares of common stock held by Guthrie 2012 Investments LP, except to the extent of his direct pecuniary interest therein.

Remarks:

	/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 Roy A. Guthrie report on Form 4 for SYF?

The filing reports 37,151 dividend equivalent units credited on 08/15/2025, tied to previously granted restricted stock units and deferred stock units.

What is the value per dividend equivalent unit in the filing?

The form lists a per-unit value of $71.49 for the dividend equivalent units credited.

How many SYF shares does Guthrie 2012 Investments LP own according to the filing?

The filing states that Guthrie 2012 Investments LP owns 34,106 shares of Synchrony Financial common stock.

Does Roy Guthrie claim beneficial ownership of the LP-held shares?

No. The filing explicitly says Mr. Guthrie disclaims beneficial ownership of the shares held by Guthrie 2012 Investments LP except to the extent of his pecuniary interest.

Was this Form 4 reporting a market transaction (buy or sell)?

No. The filing documents dividend equivalent units credited as compensation; it does not report an open-market purchase or sale by the reporting person.