BFH director receives 1,638-share equity grant

St Clair Joyce reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

St Clair Joyce reported acquisition or exercise transactions in this Form 4 filing.

BREAD FINANCIAL HOLDINGS, INC. director Joyce St Clair reported receiving a grant of 1,638 shares of common stock in the form of restricted stock units on June 15, 2026. The grant had no cash purchase price and will vest on June 15, 2027.

After this award, St Clair is reported as beneficially owning 11,307 securities in total, consisting of 6,275 unrestricted shares, 3,394 unvested restricted stock units granted on August 15, 2023, and the new 1,638 restricted stock units. This is a compensation-related equity grant rather than an open-market share purchase or sale.

Insider Trade Summary

Grant/Award: 1,638 shares

Grant/Award 1 txn

Insider St Clair Joyce

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,638	$0.00	$0.00

Holdings After Transaction: Common Stock — 11,307 shares (Direct)

Footnotes (2)

1. F1. The new grant is for 1,638 shares of common stock represented by restricted stock units, which will vest on June 15, 2027.
2. F2. The total amount of securities beneficially owned includes: (a) 6,275 unrestricted shares; (b) 3,394 unvested restricted stock units granted 8/15/23; and (b) the new grant for 1,638 restricted stock units

Key Figures

RSU grant size: 1,638 shares Grant price: $0.0000 per share Total beneficial ownership: 11,307 securities +3 more

6 metrics

RSU grant size 1,638 shares Restricted stock units granted June 15, 2026

Grant price $0.0000 per share Compensation-related equity award, no purchase price

Total beneficial ownership 11,307 securities Holdings after reported transaction

Unrestricted shares 6,275 shares Portion of beneficially owned securities

Prior RSU grant 3,394 units Unvested restricted stock units granted August 15, 2023

Vesting date June 15, 2027 Vesting date for 1,638 new restricted stock units

Key Terms

restricted stock units, beneficially owned, unvested restricted stock units, transaction code A

4 terms

restricted stock units financial

"The new grant is for 1,638 shares of common stock represented by restricted stock units, which will vest on June 15, 2027."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

beneficially owned financial

"The total amount of securities beneficially owned includes: (a) 6,275 unrestricted shares; (b) 3,394 unvested restricted stock units granted 8/15/23; and (b) the new grant for 1,638 restricted stock units"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

unvested restricted stock units financial

"The total amount of securities beneficially owned includes: (a) 6,275 unrestricted shares; (b) 3,394 unvested restricted stock units granted 8/15/23; and (b) the new grant for 1,638 restricted stock units"

transaction code A financial

"transaction_code": "A", "transaction_code_description": "Grant, award, or other acquisition""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did BFH director Joyce St Clair report?

Joyce St Clair reported receiving 1,638 shares of BFH common stock as a restricted stock unit grant. The award was a compensation-related acquisition, not an open-market trade, and increased her reported beneficial ownership in the company.

When do Joyce St Clair’s new BFH restricted stock units vest?

The 1,638 restricted stock units granted to Joyce St Clair will vest on June 15, 2027. Vesting means the units convert into shares she fully owns, assuming she meets the grant’s continued service or other conditions until that date.

How many BFH securities does Joyce St Clair beneficially own after this grant?

After the grant, Joyce St Clair is reported as beneficially owning 11,307 BFH securities. This total includes unrestricted shares plus unvested restricted stock units from an August 15, 2023 grant and the new June 15, 2026 restricted stock unit award.

Was Joyce St Clair’s BFH Form 4 transaction a stock purchase or sale?

The Form 4 reports a grant of 1,638 restricted stock units to Joyce St Clair, classified as an acquisition under transaction code A. It was a compensation grant with a zero purchase price, not an open-market buy or sale of BFH shares.

What components make up Joyce St Clair’s BFH beneficial ownership?

Her beneficial ownership includes 6,275 unrestricted BFH shares, 3,394 unvested restricted stock units granted on August 15, 2023, and 1,638 newly granted restricted stock units. Together these positions total 11,307 securities reported as beneficially owned.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/17/2026 - 06:15 PM EDT 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^*

St Clair Joyce

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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	06/15/2026		A(1)		1,638	A	(1)	11,307(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 new grant is for 1,638 shares of common stock represented by restricted stock units, which will vest on June 15, 2027.

2. The total amount of securities beneficially owned includes: (a) 6,275 unrestricted shares; (b) 3,394 unvested restricted stock units granted 8/15/23; and (b) the new grant for 1,638 restricted stock units

Remarks:

	/s/ Benjamin L. Morgan, Attorney in Fact	06/17/2026
	** 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)