[Form 4] Bread Financial Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Bread Financial Holdings (BFH) Form 4: Director John J. Fawcett bought a total of 1,027 BFH common shares on 30-Jul-2025 in two open-market purchases—927 shares at $61.79 and 100 shares at $61.795. The transactions increased his direct holdings to 10,202 shares. This figure comprises 7,500 unrestricted shares and 2,802 unvested RSUs granted 16-Jun-2025. No derivative securities were involved and no sales were reported.

Because the purchase represents a relatively small dollar amount (≈ $63k) and less than 0.05 % of BFH’s outstanding shares, market impact is expected to be limited; however, insider buying by a board member can signal confidence in the company’s outlook.

Positive

• Director insider purchase may signal management confidence in BFH's prospects.

Negative

• None.

Insights

Securities Analyst

TL;DR: Small insider buy; mildly positive signal but limited financial impact.

The Form 4 shows Director Fawcett adding ~1k shares, bringing his stake to 10,202 shares (incl. RSUs). Purchase size is modest (<$0.1 m) relative to BFH’s market cap, so liquidity and valuation effects should be minimal. Nonetheless, the absence of sales combined with incremental buying aligns with management confidence amid ongoing strategic initiatives. Investors may view the trade as a vote of confidence, but position size is too small to materially alter ownership structure or governance dynamics.

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
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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^*

Fawcett John 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2025

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	07/30/2025		P		927	A	$61.79	10,202	D
Common Stock	07/30/2025		P		100	A	$61.795	10,302(1)	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 total amount of securities beneficially owned includes: (a) 7,500 unrestricted shares; and (b) 2,802 unvested restricted stock units granted 6/16/25.

Remarks:

	Tracy A. Crum, Attorney in Fact	08/01/2025
	** 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

How many BFH shares did Director John J. Fawcett purchase?

He bought 1,027 common shares on 30-Jul-2025.

At what price were the BFH shares acquired?

Purchases were executed at $61.79 and $61.795 per share.

What is Fawcett's total BFH ownership after the transaction?

He directly owns 10,202 shares, including 2,802 unvested RSUs.

Were any BFH shares sold in this Form 4 filing?

No. The filing records only purchases; no sales or derivative exercises were reported.

Does the filing include any derivative securities transactions?

No derivative securities were acquired or disposed of in this report.