Bread Financial (NYSE: BFH) exec gets RSU awards, withholds shares

Rhea-AI Filing Summary

Bread Financial Holdings executive Valerie E. Greer, EVP and Chief Commercial Officer, reported a mix of equity awards and tax-related share dispositions in company common stock. On February 17, 2026, she received several stock grants, including 9,478 time-based RSUs and 14,217 performance-based RSUs, plus an additional 5,543 performance-based units earned from a prior award. On February 17 and 18, 2026, the company withheld 23,834 and 2,003 shares, respectively, to cover tax obligations upon RSU vesting. After these transactions, she held 155,352 shares directly.

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^*

Greer Valerie E

(Last) (First) (Middle)

5 HILLMAN DRIVE, SUITE 103

(Street)

CHADDS FORD PA 19317

(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 Commercial Officer

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

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
Common Stock	02/17/2026		A(1)		9,478	A	(1)	161,429	D
Common Stock	02/17/2026		A(2)		14,217	A	(2)	175,646	D
Common Stock	02/17/2026		A(3)		5,543	A	(3)	181,189	D
Common Stock	02/17/2026		F(4)		23,834	D	$73.05	157,355	D
Common Stock	02/18/2026		F(4)		2,003	D	$73.74	155,352	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 9,478 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 3,127 units vesting on 2/17/27, 3,127 units vesting on 2/17/28 and 3,224 units vesting on 2/17/29, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates.

2. The new grant is for 14,217 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.

3. Based on an annual return on equity (ROE) performance metric goal for each of 2023, 2024 and 2025, at the conclusion of the three-year period ended December 31, 2025, 121.9% of the original award of 25,310 performance-based restricted stock units granted 3/24/23 were earned, resulting in an additional 5,543 units, for a total of 30,853 units.

4. Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

Remarks:

	Benjamin L. Morgan, Attorney in Fact	02/19/2026
	** 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).
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FAQ

What insider transactions did BFH executive Valerie Greer report on this Form 4?

Valerie Greer reported new equity awards and tax-related share dispositions in Bread Financial Holdings common stock. She received multiple restricted stock unit grants and had shares withheld by the company to satisfy tax obligations when previously granted RSUs vested.

How many restricted stock units did BFH grant to Valerie Greer in February 2026?

On February 17, 2026, Valerie Greer was granted 9,478 time-based RSUs and 14,217 performance-based RSUs, both representing shares of Bread Financial common stock. These awards add to her existing equity-based compensation and follow the company’s long-term incentive structure.

What are the vesting terms of Valerie Greer’s 9,478 time-based RSUs at BFH?

The 9,478 time-based RSUs vest over three years: 3,127 units on February 17, 2027, 3,127 units on February 17, 2028, and 3,224 units on February 17, 2029. Vesting is subject to her continued employment, with limited specified exceptions.

How are the 14,217 performance-based RSUs for BFH’s Valerie Greer structured?

The 14,217 performance-based RSUs may be adjusted up or down based on predetermined performance targets over a three-year period, with potential vesting on February 17, 2029. Vesting requires achievement of performance measures and continued employment through the vesting date.

Why were Bread Financial shares withheld from Valerie Greer in these transactions?

The Form 4 states that Bread Financial withheld 23,834 shares on February 17, 2026, and 2,003 shares on February 18, 2026. These shares were retained by the company to satisfy her tax withholding obligations upon the vesting of restricted stock units.

How many Bread Financial shares does Valerie Greer own after these Form 4 transactions?

After the reported grants and tax-withholding dispositions, Valerie Greer directly owns 155,352 shares of Bread Financial Holdings common stock. This figure reflects her updated direct beneficial ownership following all transactions described in the Form 4 filing.