[Form 4] BREAD FINANCIAL HOLDINGS, INC. Insider Trading Activity

Rhea-AI Filing Summary

Bread Financial Holdings, Inc. reported an insider equity transaction by an executive serving as EVP, CAO, General Counsel and Secretary. On 12/11/2025, the company withheld 346 shares of common stock at $73.62 per share to cover taxes due on the early vesting of an equal number of restricted stock units when the reporting person became retirement eligible.

After this tax withholding, the reporting person beneficially owns 123,734 securities, including 45,162 unrestricted shares and a mix of unvested time-based and performance-based restricted stock units from awards granted on 3/24/2023, 2/15/2024, and 2/18/2025. The holdings are reported as directly owned.

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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OMB Number:			3235-0287
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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^*

Motes Joseph L III

(Last) (First) (Middle)

7500 DALLAS PARKWAY, SUITE 700

(Street)

PLANO TX 75024

(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, CAO, Gen Counsel & Secy

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		346(1)	D	$73.62	123,734(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 346 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.

2. The total number of securities beneficially owned includes: (a) 45,162 unrestricted shares; (b) 4,250 unvested units from an award of 12,971 time-based restricted stock units granted 3/24/23; (c) 19,457 unvested performance-based restricted stock units granted 3/24/23; (d) 9,641 unvested units from an award of 14,949 time-based restricted stock units granted 2/15/24; (e) 22,423 unvested performance-based restricted stock units granted 2/15/24; (f) unvested 8,913 time-based restricted stock units granted 2/18/25; and (g) unvested 13,888 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.
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