[Form 4] BREAD FINANCIAL HOLDINGS, INC. Insider Trading Activity

Bread Financial Holdings, Inc.’s President and CEO, who is also a director, reported a tax-related share withholding transaction.

Rhea-AI Filing Summary

Bread Financial Holdings, Inc.’s President and CEO, who is also a director, reported a tax-related share withholding transaction. The event involved the withholding of 4,116 shares of common stock at $73.62 per share to pay taxes triggered when restricted stock units vested early as the executive became retirement eligible.

The withheld shares came from time-based restricted stock unit grants made on 3/24/23, 2/15/24, and 2/18/25. After this transaction, the reporting person beneficially owns 534,997 securities, including 172,361 unrestricted shares and a mix of unvested time-based and performance-based restricted stock units from 2023–2025 awards.

Insider Trade Summary

Exercise Price or Tax Liability: 4,116 shares

Exercise Price or Tax Liability 1 txn

Insider Andretta Ralph J

Role President and CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	4,116	$73.62	$303K

Holdings After Transaction: Common Stock — 534,997 shares (Direct)

Footnotes (2)

1. F1. The reported transaction involved the withholding of an aggregate of 4,116 shares of stock issuable upon the early vesting of an equal number of restricted stock units to pay taxes associated with the reporting person becoming retirement eligible. Of the 4,116 shares, (a) 1,691 were withheld from the time-based restricted stock units granted 2/18/25, (b) 1,686 were withheld from the time-based restricted stock units granted 2/15/24, and (c) 739 were withheld from the time-based restricted stock units granted 3/24/23.
2. F2. The total number of securities beneficially owned includes: (a) 172,361 unrestricted shares; (b) 19,052 unvested units from an award of 58,211 time-based restricted stock units granted 3/24/23; (c) 87,319 unvested performance-based restricted stock units granted 3/24/23; (d) 43,496 unvested units from an award of 67,435 time-based restricted stock units granted 2/15/24; (e) 101,153 unvested performance-based restricted stock units granted 2/15/24; (f) unvested 43,632 time-based restricted stock units granted 2/18/25; and (g) unvested 67,984 performance-based restricted stock units granted on 2/18/25.

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Accepted by SEC EDGAR 12/15/2025 - 06:56 PM Learn about SEC filing dates

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^*

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)
12/11/2025

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	12/11/2025		F(1)		4,116	D	$73.62	534,997(1)(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 reported transaction involved the withholding of an aggregate of 4,116 shares of stock issuable upon the early vesting of an equal number of restricted stock units to pay taxes associated with the reporting person becoming retirement eligible. Of the 4,116 shares, (a) 1,691 were withheld from the time-based restricted stock units granted 2/18/25, (b) 1,686 were withheld from the time-based restricted stock units granted 2/15/24, and (c) 739 were withheld from the time-based restricted stock units granted 3/24/23.

2. The total number of securities beneficially owned includes: (a) 172,361 unrestricted shares; (b) 19,052 unvested units from an award of 58,211 time-based restricted stock units granted 3/24/23; (c) 87,319 unvested performance-based restricted stock units granted 3/24/23; (d) 43,496 unvested units from an award of 67,435 time-based restricted stock units granted 2/15/24; (e) 101,153 unvested performance-based restricted stock units granted 2/15/24; (f) unvested 43,632 time-based restricted stock units granted 2/18/25; and (g) unvested 67,984 performance-based restricted stock units granted on 2/18/25.

Remarks:

	Benjamin L. Morgan, Attorney in Fact	12/15/2025
	** 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.
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