BFH (BFH) EVP reports new RSU awards and tax-withholding share disposals

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BREAD FINANCIAL HOLDINGS, INC. executive Joseph L. Motes III reported equity compensation changes in company common stock. On February 17, 2026, he acquired 8,004 time-based RSUs and 12,005 performance-based RSUs, with vesting tied to multi-year service and performance conditions. A prior performance award granted in 2023 exceeded its targets, adding 4,262 units for a total of 23,719 units. On February 17 and 18, 2026, a total of 18,388 shares were disposed of through tax-withholding transactions upon RSU vesting, leaving him with 129,617 shares of common stock held directly.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Motes Joseph L III

Role EVP, CAO, Gen Counsel & Secy

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,470	$73.74	$108K
Grant/Award	Common Stock	8,004	$0.00	--
Grant/Award	Common Stock	12,005	$0.00	--
Grant/Award	Common Stock	4,262	$0.00	--
Tax Withholding	Common Stock	16,918	$73.05	$1.24M

Holdings After Transaction: Common Stock — 129,617 shares (Direct)

Footnotes (1)

The new grant is for 8,004 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 2,641 units vesting on 2/17/27, 2,641 units vesting on 2/17/28 and 2,722 units vesting on 2/17/29, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates. The new grant is for 12,005 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. 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 19,457 performance-based restricted stock units granted 3/24/23 were earned, resulting in an additional 4,262 units, for a total of 23,719 units. Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/19/2026 - 08:30 PM

FAQ

What did BFH executive Joseph L. Motes III report in this Form 4?

Joseph L. Motes III reported new stock-based compensation awards and related tax-withholding share dispositions. He received time-based and performance-based restricted stock units and had shares withheld by the company to cover tax obligations when certain awards vested.

How many new restricted stock units did BFH grant to Joseph L. Motes III?

He received 8,004 time-based RSUs and 12,005 performance-based RSUs. The time-based RSUs vest in three annual installments, while the performance-based RSUs may vest after a three-year performance period if predetermined financial targets are achieved and employment conditions are met.

What are the vesting terms for Joseph L. Motes III’s new BFH time-based RSUs?

The 8,004 time-based RSUs vest over three years: 2,641 units on February 17, 2027, 2,641 units on February 17, 2028, and 2,722 units on February 17, 2029. Vesting requires continued employment, subject to certain limited exceptions described for the award.

How are the new performance-based RSUs for BFH’s Joseph L. Motes III structured?

The 12,005 performance-based RSUs can be adjusted up or down when performance is measured after a three-year period. They may vest on February 17, 2029, contingent on meeting predetermined performance measures and on continued employment, subject to limited exceptions at vesting.

What did the Form 4 disclose about Joseph L. Motes III’s prior BFH performance award?

A performance RSU award granted on March 24, 2023 achieved 121.9% of its return on equity goals for 2023–2025. That performance earned an additional 4,262 units, bringing the total award to 23,719 performance-based restricted stock units credited after the three-year period.

Why did BFH shares held by Joseph L. Motes III get disposed in this filing?

Shares were withheld by the company to satisfy his tax withholding obligations when restricted stock units vested. The filing labels these as tax-withholding dispositions, meaning shares were delivered to the company instead of cash to cover tax liabilities, not open-market sales.

How many BFH shares does Joseph L. Motes III hold after these transactions?

After the reported grants and tax-withholding dispositions, Joseph L. Motes III directly holds 129,617 shares of BFH common stock. This figure reflects his direct ownership immediately following the latest transaction disclosed in the Form 4 filing for these equity compensation events.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/17/2026		A⁽¹⁾		8,004	A	⁽¹⁾	131,738	D
Common Stock	02/17/2026		A⁽²⁾		12,005	A	⁽²⁾	143,743	D
Common Stock	02/17/2026		A⁽³⁾		4,262	A	⁽³⁾	148,005	D
Common Stock	02/17/2026		F⁽⁴⁾		16,918	D	$73.05	131,087	D
Common Stock	02/18/2026		F⁽⁴⁾		1,470	D	$73.74	129,617	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The new grant is for 8,004 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 2,641 units vesting on 2/17/27, 2,641 units vesting on 2/17/28 and 2,722 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 12,005 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 19,457 performance-based restricted stock units granted 3/24/23 were earned, resulting in an additional 4,262 units, for a total of 23,719 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).
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.

Source: View Original Filing on SEC EDGAR