Performance RSUs granted to Bread Financial (NYSE: BFH) accounting chief

Rhea-AI Filing Summary

Campbell Jonathan Bryan reported acquisition or exercise transactions in this Form 4 filing.

Bread Financial Holdings reported that SVP and Chief Accounting Officer Jonathan Bryan Campbell received a grant of 1,728 shares of common stock in the form of performance-based restricted stock units. These RSUs may be adjusted based on performance over a three-year period and may vest on 2/17/29 if predetermined performance measures are met and he remains employed, subject to limited exceptions. After this grant, he directly holds 38,877 common shares. The filing is an amendment to add a previously omitted 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

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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^*

Campbell Jonathan Bryan

(Last) (First) (Middle)

3095 LOYALTY CIRCLE

(Street)

COLUMBUS OH 43219

(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)
	SVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		A		1,728(1)	A	(1)	38,877(2)	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 new grant is for 1,728 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. 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.

2. This amendment is being filed to add an inadvertently omitted transaction.

Remarks:

	Benjamin L. Morgan, Attorney in Fact	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did BFH report for Jonathan Bryan Campbell on this Form 4/A?

Bread Financial reported that Jonathan Bryan Campbell received 1,728 performance-based restricted stock units. These represent common stock and were granted at no cash cost as equity compensation, increasing his directly held common shares to 38,877 after the transaction.

What are the key terms of the 1,728 performance-based RSUs granted by BFH?

The grant covers 1,728 shares of common stock represented by performance-based RSUs. The number of shares may be adjusted up or down based on performance targets measured over three years, with potential vesting on February 17, 2029 if conditions are met.

When do Jonathan Bryan Campbell’s BFH performance RSUs potentially vest?

The performance-based RSUs may vest on February 17, 2029. Vesting depends on meeting predetermined performance measures over the three-year performance period and on Campbell’s continued employment, subject to certain limited exceptions described in the disclosure.

How did this RSU award change Jonathan Bryan Campbell’s BFH share holdings?

Following the grant of 1,728 performance-based RSUs, Campbell’s directly held common stock position is reported as 38,877 shares. The RSUs themselves are subject to future performance and vesting conditions before converting into fully vested common shares.

Why was this Bread Financial Form 4/A filed as an amendment?

The Form 4/A was filed to add a transaction that had been inadvertently omitted. The amendment specifically includes the grant of 1,728 performance-based restricted stock units that was not reported in the original insider transaction filing.

Is the 1,728-share RSU grant to the BFH accounting chief a purchase or a compensation award?

The 1,728-share transaction is a compensation award, not a market purchase. It is classified as a grant or other acquisition of performance-based restricted stock units, reflected with a transaction price of zero dollars per share in the disclosure.