Bread Financial (NYSE: BFH) CEO gets RSU awards and withholds shares

Rhea-AI Filing Summary

Bread Financial Holdings, Inc. President and CEO Ralph J. Andretta reported multiple equity transactions in company common stock. He received stock-based compensation awards of 42,122 time-based restricted stock units, 63,183 performance-based RSUs, and an additional 19,123 performance-based units earned under a prior grant. The time-based RSUs vest in three annual installments through 2029, while the performance-based RSUs may vest in 2029 if preset performance goals are met and employment continues. Shares totaling 56,858 and 5,326 were withheld by the company at prices of $73.05 and $73.74 per share to satisfy tax obligations on RSU vesting. Following these transactions, Andretta directly holds 597,241 common shares.

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^*

Andretta Ralph J

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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)		42,122	A	(1)	577,119	D
Common Stock	02/17/2026		A(2)		63,183	A	(2)	640,302	D
Common Stock	02/17/2026		A(3)		19,123	A	(3)	659,425	D
Common Stock	02/17/2026		F(4)		56,858	D	$73.05	602,567	D
Common Stock	02/18/2026		F(4)		5,326	D	$73.74	597,241	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 42,122 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 13,900 units vesting on 2/17/27, 13,900 units vesting on 2/17/28 and 14,322 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 63,183 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 87,319 performance-based restricted stock units granted 3/24/23 were earned, resulting in an additional 19,123 units, for a total of 106,442 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.
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FAQ

What did BFH CEO Ralph Andretta report in this Form 4 filing?

Ralph Andretta reported new stock-based compensation awards and related tax withholdings. He received time-based and performance-based restricted stock units, and the company withheld shares upon vesting to cover tax obligations, leaving him with a substantial direct common stock holding afterward.

How many new RSUs did the BFH CEO receive according to the filing?

The CEO received 42,122 time-based RSUs, 63,183 performance-based RSUs, and 19,123 additional performance-based units. The added 19,123 units reflect outperformance on a prior award, bringing that earlier grant’s total to 106,442 units after measuring return on equity metrics for 2023–2025.

What performance results triggered extra RSUs for BFH CEO Ralph Andretta?

Additional RSUs arose from exceeding a three-year return on equity goal. For 2023, 2024, and 2025, performance reached 121.9% of the original 87,319-unit performance-based award granted in March 2023, generating 19,123 extra units for a total of 106,442 performance-based units.

What do the BFH Form 4 tax-withholding dispositions represent?

The dispositions reflect shares withheld to pay taxes on vesting RSUs, not open-market sales. The company withheld 56,858 shares at $73.05 and 5,326 shares at $73.74 per share to satisfy the CEO’s tax withholding obligations when restricted stock units vested.

How many BFH common shares does the CEO own after these transactions?

After the reported grants and tax-withholding dispositions, Ralph Andretta directly owns 597,241 shares of Bread Financial common stock. This figure reflects his direct holding immediately following the most recent transaction disclosed in the Form 4 filing for these equity events.

When will the new time-based RSUs for BFH’s CEO vest?

The 42,122 time-based RSUs are scheduled to vest over three years. Vesting occurs in installments of 13,900 units on February 17, 2027, 13,900 units on February 17, 2028, and 14,322 units on February 17, 2029, subject to continued employment conditions.

Under what conditions will the new performance-based RSUs for BFH CEO vest?

The 63,183 performance-based RSUs may vest on February 17, 2029. Vesting depends on meeting predetermined performance measures over a three-year performance period and satisfying continued employment requirements, with the final number of shares adjustable up or down at measurement.