Bread Financial (NYSE: BFH) director John Gerspach reports 499-share RSU award

Rhea-AI Filing Summary

Bread Financial Holdings director John C. Gerspach reported a new equity award and updated holdings. On January 15, 2026, he received a grant of 499 shares of common stock in the form of restricted stock units, which are scheduled to vest on January 15, 2027.

Following this grant, Gerspach is shown as beneficially owning 46,723 shares of Bread Financial common stock directly, including unrestricted shares and multiple unvested restricted stock unit awards. In addition, 6,000 shares are reported as indirectly owned through the Gerspach 2020 GST Exempt Trust, for which his spouse serves as trustee.

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^*

Gerspach John C

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		A(1)		499	A	(1)	46,723(2)	D
Common Stock								6,000	I	By Gerspach 2020 GST Exempt Trust(3)

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 499 shares of common stock represented by restricted stock units, which will vest on January 15, 2027.

2. The total amount of securities beneficially owned includes: (a) 17,920 unrestricted shares; (b) 5,981 unvested restricted stock units granted 6/22/20; (c) 2,241 unvested restricted stock units granted 6/15/21; (d) 431 unvested restricted stock units granted 9/15/21; (e) 474 unvested restricted stock units granted 12/15/21; (f) 538 unvested restricted stock units granted 3/15/22; (g) 2,650 unvested restricted stock units granted 6/15/22; (h) 934 unvested restricted stock units granted 7/15/22; (i) 969 unvested restricted stock units granted 10/17/22; (j) 912 unvested restricted stock units granted 1/17/23; (k) 1,038 unvested restricted stock units granted 4/17/23; (l) 4,932 unvested restricted stock units granted 6/15/23; (m) 1,186 unvested restricted stock units granted 7/17/23; (n) 1,033 unvested restricted stock units granted 10/16/23;

3. The shares are held by the Gerspach 2020 GST Exempt Trust, for which the Reporting Person's spouse serves as trustee.

Remarks:

Footnote 2, continued: (o) 842 unvested restricted stock units granted 4/15/25; (p) 2,802 unvested restricted stock units granted 6/16/25; (q) 671 unvested restricted stock units granted 7/15/25; (r) 670 unvested restricted stock units granted 10/15/25; and (s) the new grant for 499 restricted stock units.

	Benjamin L. Morgan, Attorney in Fact	01/20/2026
	** 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).
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FAQ

What did Bread Financial (BFH) director John C. Gerspach report on this Form 4?

The filing shows that director John C. Gerspach received a new equity award of 499 shares of Bread Financial common stock in the form of restricted stock units on January 15, 2026, and updates his direct and indirect shareholdings.

How many Bread Financial (BFH) shares were granted to John C. Gerspach and when do they vest?

Gerspach received a grant of 499 shares of common stock represented by restricted stock units. According to the disclosure, these units will vest on January 15, 2027.

How many Bread Financial (BFH) shares does John C. Gerspach beneficially own after this transaction?

After the reported grant, Gerspach beneficially owns 46,723 shares of Bread Financial common stock directly, consisting of unrestricted shares and multiple unvested restricted stock unit awards, as detailed in the footnotes.

What indirect holdings in Bread Financial (BFH) are reported for John C. Gerspach?

The filing lists an additional 6,000 shares of common stock as indirectly owned by the Gerspach 2020 GST Exempt Trust. The footnote states that Gerspach's spouse serves as the trustee of this trust.

Did this Bread Financial (BFH) Form 4 disclose any stock sales by John C. Gerspach?

No stock sales are listed. The reported activity is an Acquisition (code A) of 499 restricted stock units at a price of $0.00 per share, which reflects an equity award rather than an open-market purchase or sale.

What types of awards make up John C. Gerspach’s total beneficial ownership in Bread Financial (BFH)?

His beneficial ownership includes unrestricted common shares and multiple grants of unvested restricted stock units awarded between June 2020 and October 2025, along with the newly granted 499 restricted stock units.