STOCK TITAN

Bread Financial EVP lists 29.5K-share stake

EVP and Chief Revenue Officer Dennis James McCarthy reports 29,530.52 BFH shares and RSUs on his initial ownership filing.

(Moderate)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

BREAD FINANCIAL HOLDINGS, INC. (BFH) reported initial equity holdings for executive vice president and chief revenue officer Dennis James McCarthy. He beneficially owns a total of 29,530.52 shares of common stock, including unrestricted shares and multiple tranches of unvested restricted stock units with staggered vesting dates through February 17, 2029.

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Insider McCarthy Dennis James
Role EVP, Chief Revenue Officer
Type Security Shares Price Value
holding Common Stock F1 -- -- --
Holdings After Transaction: Common Stock — 29,530.52 shares (Direct)
Footnotes (1)
  1. F1. The total number of securities beneficially owned includes: (a) 7,471.52 unrestricted shares; (b) 5,972 unvested units from an award of 17,562 time-based restricted stock units granted 2/15/24, which are scheduled to vest on 2/15/27; (c) 7,267 unvested units from an award of 10,845 unvested time-based restricted stock units granted 2/18/25, of which 3,579 units are scheduled to vest on 2/18/27 and 3,688 units are scheduled to vest on 2/18/28; (d) 6,615 unvested time-based restricted stock units granted 2/17/26, of which 2,182 units are scheduled to vest on 2/17/27, 2,183 units are scheduled to vest on 2/17/28 and 2,250 units are scheduled to vest on 2/17/29; and (e) 2,205 shares of common stock represented by performance-based RSUs, which may be adjusted up or down at the time the performance targets are measured at the end of the three-year performance period.
Total beneficial ownership 29,530.52 shares Common stock beneficially owned by Dennis James McCarthy after the reported holdings entry
Unrestricted shares 7,471.52 shares Part of total beneficially owned common stock
Unvested RSUs from 2024 grant 5,972 units From 17,562 time-based RSUs granted February 15, 2024, scheduled to vest February 15, 2027
Unvested RSUs from 2025 grant 7,267 units From 10,845 time-based RSUs granted February 18, 2025, vesting in 2027 and 2028
Unvested RSUs from 2026 grant 6,615 units Time-based RSUs granted February 17, 2026, vesting in 2027, 2028 and 2029
Performance-based RSUs 2,205 shares Common stock represented by performance-based RSUs, subject to performance targets over a three-year period
Holding entries reported 1 entry Number of non-derivative holding lines in the Form 3
beneficially owned financial
"The total number of securities beneficially owned includes: (a) 7,471.52"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
restricted stock units financial
"unvested units from an award of 17,562 time-based restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based RSUs financial
"shares of common stock represented by performance-based RSUs, which may be adjusted"
Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.
three-year performance period financial
"measured at the end of the three-year performance period."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who is the insider in BFH’s Form 3 and what is his role?

The insider is Dennis James McCarthy, who serves as EVP, Chief Revenue Officer of Bread Financial Holdings, Inc., and this Form 3 reports his initial beneficial ownership of the company’s common stock and equity awards.

How many BFH shares does Dennis James McCarthy beneficially own on this Form 3?

Dennis James McCarthy beneficially owns a total of 29,530.52 shares of Bread Financial Holdings, Inc. common stock, including unrestricted shares and several unvested restricted stock unit awards.

How many unrestricted BFH shares does Dennis James McCarthy hold?

Dennis James McCarthy holds 7,471.52 unrestricted shares of Bread Financial Holdings, Inc. common stock as part of his total reported beneficial ownership of 29,530.52 shares.

What time-based RSU awards for BFH does Dennis James McCarthy report?

He reports unvested time-based RSUs including 5,972 units from a 17,562-unit award granted on February 15, 2024, scheduled to vest on February 15, 2027, plus additional time-based RSU grants from February 18, 2025 and February 17, 2026 with vesting dates through 2029.

What are the vesting schedules for Dennis James McCarthy’s 2025 and 2026 BFH RSU grants?

From a February 18, 2025 grant, 7,267 units remain, with 3,579 vesting on February 18, 2027 and 3,688 on February 18, 2028. A February 17, 2026 grant of 6,615 units vests 2,182 on February 17, 2027, 2,183 on February 17, 2028, and 2,250 on February 17, 2029.

What performance-based RSUs for BFH does Dennis James McCarthy hold and when may they vest?

He holds 2,205 shares of common stock represented by performance-based RSUs. These may vest on February 17, 2029, contingent on predetermined performance measures and his continued employment on the vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
McCarthy Dennis James

(Last)(First)(Middle)
ONE RIGHTER PARKWAY
SUITE 100

(Street)
WILMINGTON DELAWARE 19803

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2026
3. Issuer Name and Ticker or Trading Symbol
BREAD FINANCIAL HOLDINGS, INC. [ BFH ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Revenue Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock29,530.52(1)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The total number of securities beneficially owned includes: (a) 7,471.52 unrestricted shares; (b) 5,972 unvested units from an award of 17,562 time-based restricted stock units granted 2/15/24, which are scheduled to vest on 2/15/27; (c) 7,267 unvested units from an award of 10,845 unvested time-based restricted stock units granted 2/18/25, of which 3,579 units are scheduled to vest on 2/18/27 and 3,688 units are scheduled to vest on 2/18/28; (d) 6,615 unvested time-based restricted stock units granted 2/17/26, of which 2,182 units are scheduled to vest on 2/17/27, 2,183 units are scheduled to vest on 2/17/28 and 2,250 units are scheduled to vest on 2/17/29; and (e) 2,205 shares of common stock represented by performance-based RSUs, which may be adjusted up or down at the time the performance targets are measured at the end of the three-year performance period.
Remarks:
Footnote 1 continued: These performance-based RSUs may vest on 2/17/29 contingent on meeting predetermined performance measures and subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting date.
/s/ Benjamin L. Morgan, Attorney in Fact09/10/2026
** Signature of Reporting PersonDate
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 5 (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.
* Form 3: SEC 1473 (03-26)

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