Bread Financial (BFH) exec reports tax withholding of 1,256 shares

Rhea-AI Filing Summary

Bread Financial Holdings, Inc. reported an insider equity transaction by its EVP, Chief Commercial Officer. On 12/11/2025, 1,256 shares of common stock were withheld at $73.62 per share to pay taxes tied to the early vesting of an equal number of restricted stock units as the executive became retirement eligible.

Following this tax withholding, the executive beneficially owns 151,951 shares. This total includes 50,829 unrestricted shares, with the remainder made up of multiple unvested time-based and performance-based restricted stock unit awards from grants made in 2023, 2024, and 2025.

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

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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)
12/11/2025

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	12/11/2025		F		1,256(1)	D	$73.62	151,951(1)(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 reported transaction involved the withholding of an aggregate 1,256 shares of stock issuable upon the early vesting of an equal number of restricted stock units to pay taxes associated with the reporting person becoming retirement eligible. Of the 1,256 shares, (a) 481 were withheld from the time-based restricted stock units granted 2/18/25, (b) 538 were withheld from the time-based restricted stock units granted 2/15/24, and (c) 237 were withheld from the time-based restricted stock units granted 3/24/23.

2. The total number of securities beneficially owned includes: (a) 50,829 unrestricted shares; (b) 5,500 unvested units from an award of 16,873 time-based restricted stock units granted 3/24/23; (c) 25,310 unvested performance-based restricted stock units granted 3/24/23; (d) 12,490 unvested units from an award of 19,444 time-based restricted stock units granted 2/15/24; (e) 29,166 unvested performance-based restricted stock units granted 2/15/24; (f) unvested 11,174 time-based restricted stock units granted 2/18/25; and (g) unvested 17,482 performance-based restricted stock units granted 2/18/25.

Remarks:

	Benjamin L. Morgan, Attorney in Fact	12/15/2025
	** 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 insider transaction did Bread Financial (BFH) report in this document?

The EVP, Chief Commercial Officer had 1,256 shares of common stock withheld on 12/11/2025 to pay taxes associated with the early vesting of an equal number of restricted stock units upon becoming retirement eligible.

Who is the reporting person and their role at Bread Financial (BFH)?

The reporting person is an executive serving as EVP, Chief Commercial Officer of Bread Financial Holdings, Inc..

At what price were the BFH shares withheld in the insider transaction?

The 1,256 shares of Bread Financial common stock were withheld at a price of $73.62 per share to cover associated taxes.

How many Bread Financial (BFH) shares does the executive beneficially own after the transaction?

After the reported tax withholding, the executive beneficially owns 151,951 shares of Bread Financial common stock.

What portion of the executive’s BFH holdings is unrestricted common stock?

Out of the total 151,951 shares beneficially owned, 50,829 shares are described as unrestricted common stock, with the balance in unvested equity awards.

What types of equity awards make up the executive’s remaining BFH holdings?

The remaining holdings consist of unvested time-based and performance-based restricted stock units from grants dated 3/24/2023, 2/15/2024, and 2/18/2025, including awards of 16,873, 19,444, and other specified restricted stock units.

How were the 1,256 withheld BFH shares allocated across prior restricted stock unit grants?

Of the 1,256 shares withheld, 481 came from time-based restricted stock units granted on 2/18/2025, 538 from time-based restricted stock units granted on 2/15/2024, and 237 from time-based restricted stock units granted on 3/24/2023.