Bread Financial director buys preferred depositary shares

The Series C depositary shares have a $25 liquidation preference and generally carry no voting rights, subject to specified exceptions.

Rhea-AI Filing Summary

John J. Fawcett, a director of Bread Financial Holdings, Inc. (BFH), reported direct purchases on October 28, 2026 of 3,000 and 2,000 Series C preferred depositary shares, at $24.69 and $24.71 per depositary share, respectively. Each depositary share represents a 1/40th interest in a Series C preferred share. No Rule 10b5-1 plan is reported for the purchases.

Insider Trade Summary

Net Buyer: 5,000 shares

Net Buy 2 txns

Insider Fawcett John J.

Role Director

Bought 5,000 shs ($123K)

Type	Security	Shares	Price	Value
Purchase	Preferred Stock F1, F2	3,000	$24.69	$74K
Purchase	Preferred Stock F1, F2	2,000	$24.71	$49K

Holdings After Transaction: Preferred Stock — 5,000 shares (Direct)

Footnotes (2)

1. F1. Each depositary share ("Depositary Share") represents a 1/40th interest in a share of BFH's 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.01 per share ("Series C Preferred Stock"), with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series C Preferred Stock). The Series C Preferred Stock is a non-convertible perpetual preferred equity security of BFH.
2. F2. The terms of the Series C Preferred Stock are set forth in the Certificate of Designations for the Series C Preferred Stock. The holders of the Series C Preferred Stock generally will have no voting rights, except for the right to elect two additional directors if BFH fails to pay dividends for six quarterly dividend periods (whether or not consecutive), and in certain other events.

Key Figures

Series C preferred depositary shares purchased: 3,000 shares Price per depositary share: $24.69 Series C preferred depositary shares purchased: 2,000 shares +4 more

7 metrics

Series C preferred depositary shares purchased 3,000 shares Direct purchase on October 28, 2026

Price per depositary share $24.69 Purchase on October 28, 2026

Series C preferred depositary shares purchased 2,000 shares Direct purchase on October 28, 2026

Price per depositary share $24.71 Purchase on October 28, 2026

Interest in Series C preferred stock per depositary share 1/40th interest Each depositary share represents this interest in one Series C preferred share

Liquidation preference $25 per depositary share Series C preferred depositary shares

Fixed rate 9.375% Series C preferred stock

Key Terms

Depositary Share, liquidation preference, Non-Cumulative Perpetual Preferred Stock, non-convertible perpetual preferred equity security

4 terms

Depositary Share financial

"Each depositary share represents a 1/40th interest"

A depositary share is a special type of stock that represents ownership in a company but is traded on the stock market like regular shares. It often makes it easier for people to buy and sell shares of companies from other countries or smaller companies that don’t list directly on big exchanges.

liquidation preference financial

"with a liquidation preference of $25 per Depositary Share"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

Non-Cumulative Perpetual Preferred Stock financial

"9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock"

Non-cumulative perpetual preferred stock is a type of investment that pays a fixed dividend forever, without a set end date. If the company skips some dividends in a year, you don’t get that money later, and it’s gone forever. It matters because investors get regular income but may miss out if the company faces financial trouble.

non-convertible perpetual preferred equity security financial

"is a non-convertible perpetual preferred equity security of BFH"

FAQ

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

How many BFH preferred depositary shares did John J. Fawcett buy?

John J. Fawcett reported direct purchases of 3,000 and 2,000 Series C preferred depositary shares on October 28, 2026, at $24.69 and $24.71 per depositary share, respectively.

What voting rights do BFH Series C preferred depositary shares have?

Holders generally have no voting rights, except the right to elect two additional directors if BFH fails to pay dividends for six quarterly dividend periods, whether or not consecutive, and in certain other events.

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

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Available on EDGAR 10/30/2026 - 02:47 PM EDT Accepted by SEC EDGAR 10/30/2026 - 02:46 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^*

Fawcett John 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)
10/28/2026

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
Preferred Stock(1)(2)	10/28/2026		P		3,000(1)	A	$24.69	3,000	D
Preferred Stock(1)(2)	10/28/2026		P		2,000(1)	A	$24.71	5,000	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. Each depositary share ("Depositary Share") represents a 1/40th interest in a share of BFH's 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.01 per share ("Series C Preferred Stock"), with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series C Preferred Stock). The Series C Preferred Stock is a non-convertible perpetual preferred equity security of BFH.

2. The terms of the Series C Preferred Stock are set forth in the Certificate of Designations for the Series C Preferred Stock. The holders of the Series C Preferred Stock generally will have no voting rights, except for the right to elect two additional directors if BFH fails to pay dividends for six quarterly dividend periods (whether or not consecutive), and in certain other events.

Remarks:

	/s/ Benjamin L. Morgan, Attorney in Fact	10/30/2026
	** 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)