Bread Financial (BFH) Form 4: Director Adds 2.8K Shares via RSU Grant

Rhea-AI Filing Summary

Bread Financial Holdings, Inc. (BFH) filed a Form 4 disclosing that director Timothy J. Theriault acquired 2,802 shares of common stock in the form of restricted stock units (RSUs) on 06/16/2025. The transaction code “A” confirms the award was a grant, not an open-market purchase or sale. The RSUs will vest on 06/16/2026, indicating a one-year service requirement.

Following this grant, Theriault’s total beneficial ownership increased to 25,746 shares/units, consisting of 4,000 unrestricted shares and 21,746 unvested RSUs from awards granted between 2016 and 2025. Ownership is reported as direct.

The size of the award is modest relative to BFH’s outstanding share count and therefore immaterial to share dilution. However, continued equity awards to a non-executive director reinforce governance practices that align board incentives with shareholder interests. No derivatives, sales, or other disposition transactions were reported.

Insights

Securities Analyst

TL;DR: Routine RSU grant to a director; minimal dilution and neutral share-price impact.

The Form 4 shows a standard annual equity award. At 2,802 shares, the grant is negligible versus BFH’s share count, so dilution is immaterial. Because the transaction is an automatic grant rather than an open-market purchase, it offers limited signalling value. Still, the overall increase in insider ownership marginally enhances alignment with investors. I view the filing as neutral for valuation and liquidity.

Corporate Governance Expert

TL;DR: Grant supports pay-for-performance alignment; no red flags detected.

BFH continues to compensate directors with equity that vests over time, encouraging long-term oversight. One-year cliff vesting is consistent with peer practice. No accelerated vesting or special terms appear. The director now holds ~25.7k shares/RSUs, signalling meaningful skin in the game. Overall governance impact is positive but not material enough to influence investment decisions.

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^*

THERIAULT TIMOTHY 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)
06/16/2025

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	06/16/2025		A(1)		2,802	A	(1)	25,746(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 new grant is for 2,802 shares of common stock represented by restricted stock units, which will vest on June 16, 2026.

2. The total amount of securities beneficially owned includes: (a) 4,000 unrestricted shares; (b) 519 unvested restricted stock units granted 10/17/16; (c) 655 unvested restricted stock units granted 6/26/17; (d) 761 unvested restricted stock units granted 6/25/18; (e) 1,114 unvested restricted stock units granted 6/24/19; (f) 3,432 unvested restricted stock units granted 6/22/20; (g) 1,408 unvested restricted stock units granted 6/15/21; (h) 2,650 unvested restricted stock units granted 6/15/22; (i) 4,932 unvested restricted stock units granted 6/15/23; (j) 3,473 unvested restricted stock units granted 6/17/24; and (k) the new grant for 2,802 restricted stock units.

Remarks:

	Benjamin L. Morgan, Attorney in Fact	06/18/2025
	** 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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FAQ

How many Bread Financial (BFH) shares did Timothy Theriault acquire?

The Form 4 shows an award of 2,802 restricted stock units on 06/16/2025.

When will the newly granted BFH RSUs vest?

The RSUs will vest on 06/16/2026.

What is Timothy Theriault’s total BFH share ownership after the transaction?

He now beneficially owns 25,746 shares/units.

Was the transaction a purchase or a grant?

It was an automatic grant (transaction code "A"), not an open-market purchase.

Does the filing report any derivative transactions?

No derivative securities were acquired or disposed of in this Form 4.