BFH director granted 1,638 restricted stock units

THERIAULT TIMOTHY J reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

THERIAULT TIMOTHY J reported acquisition or exercise transactions in this Form 4 filing.

BREAD FINANCIAL HOLDINGS, INC. director Timothy J. Theriault reported receiving an equity grant in the form of restricted stock units. He was awarded 1,638 shares of common stock represented by restricted stock units that will vest on June 15, 2027. After this grant, his beneficial ownership totals 27,384 shares, combining 10,275 unrestricted shares and multiple prior unvested restricted stock unit awards granted between 2016 and 2023, plus the new 2026 grant.

Insider Trade Summary

Grant/Award: 1,638 shares

Grant/Award 1 txn

Insider THERIAULT TIMOTHY J

Role Director

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

Holdings After Transaction: Common Stock — 27,384 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) 10,275 unrestricted shares; (b) 519 unvested restricted stock units granted 10/17/16; (c) 655 unvested restricted stock units granted 6/26/17; (d) 761 unvested restricted stock units granted 6/25/18; (e) 1,114 unvested restricted stock units granted 6/24/19; (f) 3,432 unvested restricted stock units granted 6/22/20; (g) 1,408 unvested restricted stock units granted 6/15/21; (h) 2,650 unvested restricted stock units granted 6/15/22; (i) 4,932 unvested restricted stock units granted 6/15/23; and (j) the new grant for 1,638 restricted stock units.

Key Figures

RSU grant size: 1,638 shares Total beneficial ownership: 27,384 shares Unrestricted shares: 10,275 shares +2 more

5 metrics

RSU grant size 1,638 shares Restricted stock units granted June 15, 2026, vesting June 15, 2027

Total beneficial ownership 27,384 shares Shares beneficially owned after the new grant

Unrestricted shares 10,275 shares Unrestricted common stock held as part of total ownership

RSUs granted 6/22/20 3,432 units Unvested restricted stock units from the June 22, 2020 grant

RSUs granted 6/15/23 4,932 units Unvested restricted stock units from the June 15, 2023 grant

Key Terms

restricted stock units, beneficially owned, unrestricted shares

3 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) 10,275 unrestricted shares; (b) 519 unvested 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.

unrestricted shares financial

"The total amount of securities beneficially owned includes: (a) 10,275 unrestricted shares; (b) 519 unvested restricted stock units..."

FAQ

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

What insider transaction did BFH director Timothy J. Theriault report?

Timothy J. Theriault reported an acquisition of company equity through a grant of restricted stock units. He received 1,638 shares of BREAD FINANCIAL common stock as RSUs, awarded at no cash cost, as part of his director compensation.

How many BREAD FINANCIAL (BFH) shares were granted to Timothy Theriault?

He was granted 1,638 shares of BREAD FINANCIAL common stock represented by restricted stock units. These RSUs form a new equity award that will add to his existing holdings once they vest, assuming continued service and satisfaction of vesting conditions.

When do Timothy Theriault’s new BFH restricted stock units vest?

The new grant of 1,638 restricted stock units will vest on June 15, 2027. Vesting means the units convert into shares that he fully owns, typically contingent on continuing to serve as a director through that date.

What is Timothy Theriault’s total beneficial ownership in BFH after this grant?

After the new award, his beneficial ownership totals 27,384 shares of BREAD FINANCIAL. This includes 10,275 unrestricted shares and several blocks of unvested restricted stock units granted from 2016 through 2023, plus the latest 1,638-unit grant.

Did Timothy Theriault buy or sell BFH shares on the market in this Form 4?

The filing reflects a grant or award acquisition, not an open-market trade. Code “A” indicates 1,638 restricted stock units were awarded as compensation, with no reported market purchase or sale of BREAD FINANCIAL shares in this transaction.

How are Timothy Theriault’s BFH holdings structured between unrestricted shares and RSUs?

His beneficial holdings include 10,275 unrestricted shares and multiple unvested restricted stock unit grants. These RSUs were awarded in 2016, 2017, 2018, 2019, 2020, 2021, 2022, 2023, plus the new 1,638-unit grant dated June 15, 2026.

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

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Accepted by SEC EDGAR 06/17/2026 - 06:10 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^*

THERIAULT TIMOTHY 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
	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)	27,384(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) 10,275 unrestricted shares; (b) 519 unvested restricted stock units granted 10/17/16; (c) 655 unvested restricted stock units granted 6/26/17; (d) 761 unvested restricted stock units granted 6/25/18; (e) 1,114 unvested restricted stock units granted 6/24/19; (f) 3,432 unvested restricted stock units granted 6/22/20; (g) 1,408 unvested restricted stock units granted 6/15/21; (h) 2,650 unvested restricted stock units granted 6/15/22; (i) 4,932 unvested restricted stock units granted 6/15/23; and (j) 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)