Bread Financial (NYSE: BFH) EVP granted RSUs, shares withheld for tax

Rhea-AI Filing Summary

Bread Financial Holdings executive Tammy M. McConnaughey, EVP of Operations & Credit Risk, reported multiple equity award and tax-withholding transactions in company common stock. On February 17, 2026, she was granted 7,898 time-based restricted stock units that vest in three annual installments through February 17, 2029, and 11,847 performance-based RSUs that may vest on February 17, 2029 if three-year performance goals are met and employment continues. She also acquired an additional 3,984 performance-based RSUs tied to an earlier 2023 grant after achieving 121.9% of return-on-equity targets for 2023–2025. To satisfy tax withholding upon RSU vesting, the company withheld 17,861 shares on February 17, 2026 and 1,606 shares on February 18, 2026. After these transactions, McConnaughey directly owned roughly 123,320 shares of Bread Financial common stock.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider McConnaughey Tammy M

Role EVP, Operations & Credit Risk

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,606	$73.74	$118K
Grant/Award	Common Stock	7,898	$0.00	--
Grant/Award	Common Stock	11,847	$0.00	--
Grant/Award	Common Stock	3,984	$0.00	--
Tax Withholding	Common Stock	17,861	$73.05	$1.30M

Holdings After Transaction: Common Stock — 123,320.055 shares (Direct)

Footnotes (1)

1. The new grant is for 7,898 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 2,606 units vesting on 2/17/27, 2,606 units vesting on 2/17/28 and 2,686 units vesting on 2/17/29, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates. The new grant is for 11,847 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. 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 18,191 performance-based restricted stock units granted 3/24/23 were earned, resulting in an additional 3,984 units, for a total of 22,175 units. Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

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^*

McConnaughey Tammy M

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Operations & Credit Risk

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)		7,898	A	(1)	126,956.055	D
Common Stock	02/17/2026		A(2)		11,847	A	(2)	138,803.055	D
Common Stock	02/17/2026		A(3)		3,984	A	(3)	142,787.055	D
Common Stock	02/17/2026		F(4)		17,861	D	$73.05	124,926.055	D
Common Stock	02/18/2026		F(4)		1,606	D	$73.74	123,320.055	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 7,898 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 2,606 units vesting on 2/17/27, 2,606 units vesting on 2/17/28 and 2,686 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 11,847 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 18,191 performance-based restricted stock units granted 3/24/23 were earned, resulting in an additional 3,984 units, for a total of 22,175 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did BFH executive Tammy McConnaughey report?

Tammy McConnaughey reported new equity awards and tax-related share withholdings. She received time-based and performance-based RSUs, plus additional performance units earned, while the company withheld shares to cover her tax obligations upon RSU vesting.

How many RSUs did the BFH EVP receive in the latest Form 4 filing?

She received 7,898 time-based RSUs and 11,847 performance-based RSUs, plus 3,984 additional performance units earned from a prior award. These grants represent stock-based compensation tied to continued employment and, for performance RSUs, achievement of predefined financial targets.

What are the vesting terms of Tammy McConnaughey’s new BFH RSU awards?

The 7,898 time-based RSUs vest over three years, with installments scheduled in 2027, 2028, and 2029. The 11,847 performance-based RSUs may vest in 2029, contingent on meeting three-year performance measures and her continued employment with Bread Financial Holdings.

Why were BFH shares disposed of in Tammy McConnaughey’s Form 4?

The reported share dispositions are tax-withholding transactions, not open-market sales. Bread Financial withheld 17,861 shares and 1,606 shares to satisfy McConnaughey’s tax obligations when previously granted restricted stock units vested and converted into common shares.

How did performance results affect Tammy McConnaughey’s BFH RSU holdings?

Based on return-on-equity goals for 2023, 2024, and 2025, 121.9% of a 2023 performance-based RSU award was earned. That outcome generated an additional 3,984 units, increasing the total units from that earlier grant to 22,175 for the Bread Financial executive.

How many BFH shares does Tammy McConnaughey directly own after these transactions?

After the reported grants and tax-withholding dispositions, Tammy McConnaughey directly owned about 123,320 shares of Bread Financial common stock. This figure reflects her updated direct holdings following the equity awards and the company’s share withholdings for tax purposes.