Bread Financial (BFH) CAO granted 5,183 RSUs, shares withheld for taxes

Rhea-AI Filing Summary

BREAD FINANCIAL HOLDINGS, INC. senior vice president and chief accounting officer Jonathan Bryan Campbell reported equity compensation activity involving the company’s common stock. On February 17, 2026, he received a grant of 5,183 time-based restricted stock units (RSUs), which will vest in three annual installments through February 17, 2029, subject to continued employment.

Also on February 17 and on February 18, Campbell disposed of 2,951 and 1,310 shares, respectively, as tax-withholding dispositions when RSUs vested, with shares withheld by the company to satisfy his tax obligations rather than being sold in the open market.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Campbell Jonathan Bryan

Role SVP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,310	$73.74	$97K
Grant/Award	Common Stock	5,183	$0.00	--
Tax Withholding	Common Stock	2,951	$73.05	$216K

Holdings After Transaction: Common Stock — 37,149 shares (Direct)

Footnotes (1)

1. The new grant is for 5,183 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 1,710 units vesting on 2/17/27, 1,710 units vesting on 2/17/28 and 1,762 units vesting on 2/17/29, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates. Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

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^*

Campbell Jonathan Bryan

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Accounting 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)		5,183	A	(1)	41,410	D
Common Stock	02/17/2026		F(2)		2,951	D	$73.05	38,459	D
Common Stock	02/18/2026		F(2)		1,310	D	$73.74	37,149	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 5,183 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 1,710 units vesting on 2/17/27, 1,710 units vesting on 2/17/28 and 1,762 units vesting on 2/17/29, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates.

2. 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.

FAQ

What insider transactions did BFH executive Jonathan Campbell report on this Form 4?

Jonathan Campbell reported one grant of 5,183 time-based restricted stock units and two tax-withholding dispositions totaling 4,261 shares of BREAD FINANCIAL common stock, tied to equity compensation vesting rather than open-market purchases or sales.

How many Bread Financial (BFH) RSUs were granted to Jonathan Campbell?

Jonathan Campbell received a grant of 5,183 time-based restricted stock units in BREAD FINANCIAL common stock, which represent share-based compensation that will convert into shares as they vest over a defined three-year schedule, assuming he remains employed on each vesting date.

What is the vesting schedule for Jonathan Campbell’s new BFH RSU grant?

The 5,183 time-based RSUs vest over three years: 1,710 units on February 17, 2027, another 1,710 on February 17, 2028, and 1,762 on February 17, 2029, all conditioned on Campbell’s continued employment, subject to limited exceptions described in the award terms.

Were Jonathan Campbell’s BFH share dispositions open-market sales?

No. The 2,951-share and 1,310-share dispositions were tax-withholding events, where Bread Financial withheld shares upon RSU vesting to cover Campbell’s tax obligations, rather than discretionary open-market sales executed by him on a stock exchange.

What prices were used for Jonathan Campbell’s BFH tax-withholding share dispositions?

The tax-withholding dispositions used share values of $73.05 for 2,951 shares on February 17, 2026, and $73.74 for 1,310 shares on February 18, 2026, reflecting the price per share applied when determining the number of shares withheld.

How many BFH shares does Jonathan Campbell hold after these Form 4 transactions?

After the February 18, 2026 tax-withholding disposition, Jonathan Campbell directly held 37,149 shares of BREAD FINANCIAL common stock, reflecting his updated ownership following the RSU grant, vesting events, and related share withholdings for taxes.