BFH (NYSE: BFH) CTO Allegra Driscoll awarded RSUs, shares withheld for taxes

Rhea-AI Filing Summary

BREAD FINANCIAL HOLDINGS, INC. executive Allegra S. Driscoll, EVP and Chief Technology Officer, reported equity compensation changes in company common stock. On February 17, she acquired 7,109 time-based RSUs and 10,663 performance-based RSUs that vest over multi-year periods if service and performance conditions are met. On February 17 and 18, the company withheld 2,787 and 2,564 shares, respectively, to cover tax obligations upon RSU vesting, leaving her with 59,968 directly held shares after these transactions.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Driscoll Allegra S

Role EVP, Chief Technology Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,564	$73.74	$189K
Grant/Award	Common Stock	7,109	$0.00	--
Grant/Award	Common Stock	10,663	$0.00	--
Tax Withholding	Common Stock	2,787	$73.05	$204K

Holdings After Transaction: Common Stock — 59,968 shares (Direct)

Footnotes (1)

1. The new grant is for 7,109 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 2,345 units vesting on 2/17/27, 2,345 units vesting on 2/17/28 and 2,417 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 10,663 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. 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^*

Driscoll Allegra S

(Last) (First) (Middle)

156 5TH AVENUE, FLOOR 2

(Street)

MANHATTAN NY 10010

(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 Technology 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)		7,109	A	(1)	54,656	D
Common Stock	02/17/2026		A(2)		10,663	A	(2)	65,319	D
Common Stock	02/17/2026		F(3)		2,787	D	$73.05	62,532	D
Common Stock	02/18/2026		F(3)		2,564	D	$73.74	59,968	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 7,109 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 2,345 units vesting on 2/17/27, 2,345 units vesting on 2/17/28 and 2,417 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 10,663 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. 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).
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.

FAQ

What insider transactions did BFH executive Allegra Driscoll report on this Form 4?

Allegra Driscoll reported new equity awards and tax-related share withholdings. She received time-based and performance-based RSU grants, and the company withheld shares on two dates to satisfy tax obligations triggered by RSU vesting, all in common stock of Bread Financial Holdings.

How many restricted stock units did BFH grant to Allegra Driscoll?

Bread Financial granted Allegra Driscoll 7,109 time-based RSUs and 10,663 performance-based RSUs. The time-based RSUs vest in three annual installments, while the performance-based RSUs may vest after a three-year performance period if predetermined performance measures and continued employment conditions are satisfied.

When will Allegra Driscoll’s new BFH time-based RSUs vest?

The 7,109 time-based RSUs are scheduled to vest over three years. Specifically, 2,345 units vest on February 17, 2027, 2,345 units on February 17, 2028, and 2,417 units on February 17, 2029, provided she remains employed, subject to limited exceptions, on each vesting date.

What are the conditions for vesting of Allegra Driscoll’s BFH performance-based RSUs?

The 10,663 performance-based RSUs may be adjusted up or down when performance targets are measured after a three-year period. They may vest on February 17, 2029, if predetermined performance measures are achieved and Allegra Driscoll remains employed, subject to certain limited exceptions, on that vesting date.

Why were BFH shares disposed of in Allegra Driscoll’s Form 4 filing?

The dispositions labeled with transaction code F reflect shares withheld by Bread Financial. These 2,787 and 2,564 shares were retained by the company to satisfy Allegra Driscoll’s tax withholding obligations arising from the vesting of previously granted restricted stock units, rather than discretionary market sales.

How many BFH shares does Allegra Driscoll hold after these Form 4 transactions?

After the reported equity awards and tax-withholding share dispositions, Allegra Driscoll directly holds 59,968 shares of Bread Financial common stock. This figure reflects her ownership following the February 18, 2026 transaction recorded in the Form 4 insider trading report filed with regulators.