Bread Financial (NYSE: BFH) CEO sells 15,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

Bread Financial Holdings President and CEO Ralph J. Andretta reported selling 15,000 shares of the company’s common stock in open-market transactions on May 29, 2026. The shares were sold in three trades at weighted average prices ranging between approximately $88 and $90 per share, with detailed price ranges disclosed in the footnotes. The sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on February 27, 2026, indicating they were scheduled in advance. After these transactions, Andretta continues to hold more than 500,000 shares directly.

Insider Trade Summary 10b5-1

Net Seller: 15,000 shares ($1,336,540)

Net Sell 3 txns

Insider Andretta Ralph J

Role President and CEO

Sold 15,000 shs ($1.34M)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,500	$88.23	$132K
Sale	Common Stock	12,500	$89.17	$1.11M
Sale	Common Stock	1,000	$89.57	$90K

Holdings After Transaction: Common Stock — 595,741 shares (Direct, null)

Footnotes (1)

1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 27, 2026. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.48 to $88.43, inclusive. The reporting person undertakes to provide to Bread Financial Holdings, Inc., any security holder of Bread Financial Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.50 to $89.49, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.51 to $89.64, inclusive.

Key Figures

Shares sold: 15,000 shares Transaction price (block 1): $89.57 per share Transaction price (block 2): $89.17 per share +4 more

7 metrics

Shares sold 15,000 shares Total common stock sold by CEO on May 29, 2026

Transaction price (block 1) $89.57 per share Weighted average price for 1,000-share sale

Transaction price (block 2) $89.17 per share Weighted average price for 12,500-share sale

Transaction price (block 3) $88.23 per share Weighted average price for 1,500-share sale

Price range (low) $87.48 Lowest trade price disclosed in footnotes

Price range (high) $89.64 Highest trade price disclosed in footnotes

Remaining holdings Over 500,000 shares Direct ownership after May 29, 2026 sales

Key Terms

Rule 10b5-1 trading plan, weighted average price, open-market sale

3 terms

Rule 10b5-1 trading plan regulatory

"This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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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).

X

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 OHIO 43219

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/29/2026		S		1,500(1)	D	$88.23(2)	595,741	D
Common Stock	05/29/2026		S		12,500(1)	D	$89.17(3)	583,241	D
Common Stock	05/29/2026		S		1,000(1)	D	$89.57(4)	582,241	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. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 27, 2026.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.48 to $88.43, inclusive. The reporting person undertakes to provide to Bread Financial Holdings, Inc., any security holder of Bread Financial Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.50 to $89.49, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.51 to $89.64, inclusive.

Remarks:

	/s/ Benjamin L. Morgan, Attorney in Fact	06/01/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

FAQ

How many Bread Financial (BFH) shares did CEO Ralph Andretta sell?

Ralph Andretta sold 15,000 shares of Bread Financial common stock. The Form 4 shows three open-market sales on May 29, 2026, totaling 15,000 shares, while he continues to hold a substantial remaining stake.

At what prices did the Bread Financial (BFH) CEO sell his shares?

The CEO’s shares were sold at weighted average prices in the high-$80s per share. Footnotes disclose transaction price ranges from $87.48 to $89.64, covering multiple trades within those bands.

Were Ralph Andretta’s BFH share sales under a Rule 10b5-1 plan?

Yes. A footnote states the sales were made under a Rule 10b5-1 trading plan adopted on February 27, 2026. Such plans pre-schedule trades, making timing less indicative of the insider’s short-term market view.

What is Ralph Andretta’s remaining ownership in Bread Financial (BFH)?

After the reported transactions, Ralph Andretta continues to directly hold more than 500,000 shares of Bread Financial common stock. This indicates the 15,000 shares sold represent only a small portion of his overall position.

What type of transaction did the BFH CEO report on Form 4?

The filing reports open-market sales of common stock, coded as “S” transactions. These are standard dispositions where shares are sold into the market at prevailing prices, rather than grants, option exercises, or gifts.

Why do the BFH Form 4 prices show as weighted averages?

Each line item reports a weighted average price because shares were sold in multiple trades within stated ranges. The CEO has undertaken to provide exact trade details on request to the company, its security holders, or the SEC staff.