Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * NAYLOR JEFFREY G 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) (Last) (First) (Middle) C/O SYNCHRONY FINANCIAL, 777 LONG RIDGE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 11/15/2024 (Street) STAMFORD, CT 06902 4. If Amendment, Date 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 (City) (State) (Zip) 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 11/15/2024 A 153(1) A $64.98(1) 85,458(2) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
NAYLOR JEFFREY G C/O SYNCHRONY FINANCIAL 777 LONG RIDGE ROAD STAMFORD, CT 06902	X

Signatures

/s/ Danielle Do, as attorney in fact	11/19/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	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).
(1)	Represents dividend equivalent units accrued on November 15, 2024 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 (the "NED Deferred Compensation Plan"). The dividend equivalent units vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted stock units or deferred stock units to which they relate. Under the NED Deferred Compensation Plan, deferred stock units settle in shares of common stock according to the Reporting Person's election, in a single lump sum, in five installments or in ten installments, commencing in the July of the year following the year in which the Reporting Person terminates service with the Company. Each dividend equivalent unit is the economic equivalent of one share of Synchrony Financial common stock.
(2)	Includes approximately 2,500 dividend equivalent units accrued from regular quarterly dividends that were paid from May 3, 2019 through August 15, 2024 on the common shares underlying deferred stock units previously granted to the Reporting Person under the NED Deferred Compensation Plan. These dividend equivalent units were inadvertently not reported previously due to an administrative error and not any error of the Reporting Person.

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