Bread Financial (BFH) CTO amends Form 4 to fix tax-share entry

Rhea-AI Filing Summary

Bread Financial Holdings executive Allegra S. Driscoll filed an amended insider trading report to correct a prior tax-withholding entry. The Form 4/A clarifies that 1,752 shares of common stock were withheld on February 18, 2026 to cover taxes upon vesting of restricted stock units at $73.74 per share. After this correction, Driscoll is shown as beneficially owning 60,780 common shares. The amendment states that the original Form 4 had overreported the number of shares withheld and that no other information from that earlier filing is changed.

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^*

Driscoll Allegra S

(Last) (First) (Middle)

156 5TH AVENUE, FLOOR 2

(Street)

MANHATTAN NY 10010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BREAD FINANCIAL HOLDINGS, INC. [ BFH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/19/2026

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
Common Stock	02/18/2026		F		1,752(1)	D	$73.74	60,780(1)	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. The initial Form 4 filed on February 19, 2026 inadvertently overreported the number of shares of common stock that were withheld for tax withholding purposes upon the vesting of restricted stock units on February 18, 2026. This amendment corrects the number of shares that were withheld on February 18, 2026 (1,752 shares), as well as the resulting total number of shares beneficially owned following all transactions reported in the initial Form 4. This amendment does not change or modify any other information reported on such initial Form 4.

Remarks:

	/s/ Benjamin L. Morgan, Attorney in Fact	03/04/2026
	** 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 Allegra S. Driscoll report in this amended BFH Form 4/A?

Allegra S. Driscoll reported a corrected tax-withholding disposition of 1,752 shares. These shares were withheld on February 18, 2026 upon vesting of restricted stock units, ensuring the reported beneficial ownership accurately reflects 60,780 common shares after all related transactions.

Why was Bread Financial (BFH) executive Allegra Driscoll’s Form 4 amended?

The Form 4 was amended because the initial filing overreported shares withheld for taxes. The amendment corrects the exact number withheld to 1,752 shares and updates the resulting total beneficially owned shares, while leaving all other previously reported information unchanged.

How many Bread Financial shares were withheld for Allegra Driscoll’s tax obligations?

A total of 1,752 common shares were withheld to satisfy tax obligations. This withholding occurred on February 18, 2026 in connection with the vesting of restricted stock units, and the transaction price reported for the shares was $73.74 per share.

What is Allegra S. Driscoll’s share ownership in Bread Financial after this amendment?

Following the corrected tax-withholding entry, Allegra S. Driscoll is reported as beneficially owning 60,780 common shares. This updated total reflects the accurate impact of the 1,752 shares withheld for taxes and replaces the previously overstated ownership figure.

Does Allegra Driscoll’s Form 4/A show an open market sale of BFH shares?

The filing does not show an open market sale; it reports a tax-withholding disposition. The 1,752 shares were withheld by the company on February 18, 2026 upon restricted stock unit vesting to cover tax liabilities, rather than sold in the open market.

What transaction code is used in Allegra Driscoll’s BFH Form 4/A?

The transaction uses code “F,” indicating a tax-related disposition by delivering securities. This code is described as payment of exercise price or tax liability by delivering shares, matching the 1,752-share withholding upon vesting of restricted stock units on February 18, 2026.