[Form 4] SYNCHRONY FINANCIAL Insider Trading Activity

Rhea-AI Filing Summary

Jeffrey G. Naylor, a director of Synchrony Financial (SYF), recorded an acquisition of dividend equivalent units on August 15, 2025. The Form 4 shows 60,047 dividend equivalent units credited as dividends on restricted stock units and deferred stock units previously granted under the company’s long-term incentive and non-employee director deferred compensation plans. Each dividend equivalent unit equals one share of common stock. The units are reported at a per-unit value of $71.49. The filing was executed on August 19, 2025.

Positive

• 60,047 dividend equivalent units accrued, indicating continued compensation alignment with shareholder value
• Units are tied to existing long-term incentive and deferred compensation plans, reflecting standard governance practices

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received dividend-equivalent units from prior awards; routine compensation accounting, not a cash purchase or sale.

This Form 4 documents accrual of 60,047 dividend equivalent units tied to previously granted restricted stock units and deferred stock units, recorded at a per-unit value of $71.49. The transaction reflects compensation mechanics rather than active trading and does not indicate a change in the director’s decision to buy or sell shares. It is a disclosure of benefits earned under existing incentive plans and is consistent with standard director compensation practices.

Securities Analyst

TL;DR: Transaction is non-cash compensation conversion to units; immaterial to capital structure but increases reported beneficial ownership.

The form reports an acquisition code for dividend-equivalent units credited on 08/15/2025, increasing beneficial ownership to 60,047 units for the reporting person. Because these are dividend equivalents tied to prior awards, there is no cash consideration or open-market trade disclosed. The entry affects the director’s beneficial position in SEC records but does not reflect an external market transaction.

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^*

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)
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		183(1)	A	$71.49(1)	60,047	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 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.

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 Jeffrey G. Naylor report on Form 4 for SYF?

The Form 4 reports the acquisition of 60,047 dividend equivalent units tied to previously granted restricted stock units and deferred stock units.

When was the transaction dated and filed?

The transaction date is 08/15/2025 and the Form 4 was signed/filed on 08/19/2025.

What is the per-unit value reported for the dividend equivalent units?

The units are reported at a per-unit value of $71.49.

Do these entries represent an open-market purchase or sale of SYF shares?

No. The filing states these are dividend equivalent units credited on previously granted awards, not open-market transactions.

How do dividend equivalent units relate to common stock?

The Form 4 explains each dividend equivalent unit is the economic equivalent of one share of Synchrony Financial common stock.