Bread Financial (NYSE: BFH) CFO awarded RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Bread Financial Holdings EVP and CFO Perry S. Beberman reported equity compensation changes and related tax-share dispositions. On February 17, 2026, he was granted 10,531 time-based RSUs, scheduled to vest in three annual installments from 2027 to 2029, and 15,796 performance-based RSUs that may vest in 2029 depending on three-year performance goals and continued employment. An additional 5,543 performance-based RSUs were earned based on return-on-equity results for 2023–2025. To cover tax obligations upon RSU vesting, the company withheld 43,007 shares on February 17 and 2,014 shares on February 18 at prices in the mid‑$70s per share. After these transactions, Beberman directly owned 121,570 shares of common stock.

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^*

Beberman Perry S

(Last) (First) (Middle)

5 HILLMAN DRIVE, SUITE 103

(Street)

CHADDS FORD PA 19317

(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, Chief Financial 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)		10,531	A	(1)	145,252	D
Common Stock	02/17/2026		A(2)		15,796	A	(2)	161,048	D
Common Stock	02/17/2026		A(3)		5,543	A	(3)	166,591	D
Common Stock	02/17/2026		F(4)		43,007	D	$73.05	123,584	D
Common Stock	02/18/2026		F(4)		2,014	D	$73.74	121,570	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 10,531 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 3,475 units vesting on 2/17/27, 3,475 units vesting on 2/17/28 and 3,581 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 15,796 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 25,310 performance-based restricted stock units granted 3/24/23 were earned, resulting in an additional 5,543 units, for a total of 30,853 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).
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FAQ

What insider transactions did BFH CFO Perry Beberman report on this Form 4?

The Form 4 shows RSU grants and tax-related share withholdings for BFH CFO Perry Beberman. He received new time-based and performance-based RSUs and had shares withheld by the company to satisfy tax obligations when restricted stock units vested.

How many time-based RSUs did BFH CFO Perry Beberman receive?

Perry Beberman received a grant of 10,531 time-based restricted stock units. These RSUs vest over three years, with 3,475 units vesting in 2027, 3,475 in 2028, and 3,581 in 2029, contingent on his continued employment with Bread Financial Holdings.

What performance-based RSUs were granted to BFH CFO Perry Beberman?

He was granted 15,796 performance-based RSUs tied to a three-year performance period. These units may vest on February 17, 2029, depending on predetermined performance measures and his continued employment, and the final number can be adjusted up or down at measurement.

Why were BFH shares withheld from Perry Beberman in these transactions?

Shares were withheld to cover Perry Beberman’s tax withholding obligations when restricted stock units vested. Instead of paying cash taxes, the company retained 43,007 shares and 2,014 shares, treating them as dispositions solely for satisfying tax liabilities.

How many BFH shares does CFO Perry Beberman own after these Form 4 transactions?

Following the reported RSU-related grants and tax-share withholdings, Perry Beberman directly owned 121,570 shares of Bread Financial common stock. This figure reflects his direct holdings after the latest tax-withholding disposition reported on February 18, 2026.

What prior performance award outcome is disclosed for BFH CFO Perry Beberman?

The filing notes that 121.9% of a 25,310-unit performance-based RSU award granted March 24, 2023 was earned. This resulted in an additional 5,543 units, bringing that award’s total to 30,853 units after the three-year period ended December 31, 2025.