[Form 4] Synchrony Financial Insider Trading Activity

Rhea-AI Filing Summary

Synchrony Financial EVP reports multiple stock transactions. An executive officer of Synchrony Financial (SYF), serving as EVP, Chief Risk and Legal Officer, reported several transactions dated 11/17/2025. These included 238 dividend equivalent units acquired at $70.47, which mirror restricted stock units, and the sale of 20,000 shares of common stock at $72.80 under a Rule 10b5-1 trading plan adopted on July 28, 2025. The executive also exercised 12,000 employee stock options at $34.30 per share and sold 12,000 shares of common stock at $72.80 on the same date. Following these transactions, the executive directly beneficially owns 127,100 shares of Synchrony Financial common stock and 11,258 employee stock options.

Insider Trade Summary

Net Seller: 32,000 shares ($2,329,600)

Net Sell 5 txns

Insider MOTHNER JONATHAN S

Role See remarks

Sold 32,000 shs ($2.33M)

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	12,000	$0.00	--
Grant/Award	Dividend Equivalent Unit	238	$70.47	$17K
Sale	Common Stock	20,000	$72.80	$1.46M
Exercise	Common Stock	12,000	$34.30	$412K
Sale	Common Stock	12,000	$72.80	$874K

Holdings After Transaction: Employee Stock Option (right to buy) — 11,258 shares (Direct); Dividend Equivalent Unit — 147,100 shares (Direct); Common Stock — 127,100 shares (Direct)

Footnotes (1)

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. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 28, 2025. The Reporting Person was awarded 23,258 employee stock options on April 1, 2017 which vested in five equal annual installments of 20% each, beginning on the first anniversary of the grant date.

Form 4 Insider Transactions: What Each Field Means →

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)
11/17/2025

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	11/17/2025		A		238(1)	A	$70.47(1)	147,100	D
Common Stock	11/17/2025		S		20,000(2)	D	$72.8	127,100	D
Common Stock	11/17/2025		M		12,000(2)	A	$34.3	139,100	D
Common Stock	11/17/2025		S		12,000(2)	D	$72.8	127,100	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
Employee Stock Option (right to buy)	$34.3	11/17/2025		M			12,000(2)	(3)	04/01/2027	Common Stock	12,000	$0	11,258	D

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.

2. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 28, 2025.

3. The Reporting Person was awarded 23,258 employee stock options on April 1, 2017 which vested in five equal annual installments of 20% each, beginning on the first anniversary of the grant date.

Remarks:

EVP, Chief Risk and Legal Officer

	/s/ Danielle Do, as attorney in fact	11/19/2025
	** 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 insider activity did Synchrony Financial (SYF) report on this Form 4?

The filing reports that an executive officer of Synchrony Financial executed multiple transactions on 11/17/2025, including acquiring dividend equivalent units, exercising stock options, and selling common shares.

How many Synchrony Financial (SYF) shares did the executive sell?

On 11/17/2025, the executive sold 20,000 shares of common stock at $72.80 per share, and in a separate transaction sold another 12,000 shares of common stock at $72.80 per share.

What stock options did the Synchrony Financial (SYF) executive exercise?

The executive exercised 12,000 employee stock options, each with an exercise price of $34.30, on 11/17/2025. These options were part of a grant originally awarded on April 1, 2017.

What are the dividend equivalent units mentioned in the Synchrony Financial (SYF) Form 4?

The filing notes 238 dividend equivalent units accrued on August 15, 2025, tied to dividends paid on common shares underlying restricted stock units. Each unit is the economic equivalent of one share of Synchrony Financial common stock.

Was a Rule 10b5-1 trading plan used for these SYF transactions?

Yes. The filing states that certain transactions were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 28, 2025.

How many Synchrony Financial (SYF) shares and options does the executive own after the transactions?

After the reported transactions, the executive directly beneficially owns 127,100 shares of Synchrony Financial common stock and 11,258 employee stock options.

What is the reporting person’s role at Synchrony Financial (SYF)?

The reporting person is identified as an officer of Synchrony Financial, serving as EVP, Chief Risk and Legal Officer.