[Form 4] Bread Financial Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Bread Financial Holdings, Inc. (BFH) – Form 4 filing

Director John J. Fawcett reported the grant of 2,802 restricted stock units (RSUs) on 16-Jun-2025 (Transaction Code A). The RSUs represent shares of BFH common stock that will vest on 16-Jun-2026. No cash price was paid for the grant, indicating it is part of the company’s equity-based compensation program.

Following the award, Fawcett’s total beneficial ownership increased to 9,275 shares, consisting of:

• 3,000 unrestricted shares
• 3,473 unvested RSUs granted 17-Jun-2024
• 2,802 newly granted RSUs

The filing was signed by attorney-in-fact Benjamin L. Morgan on 18-Jun-2025. No open-market transactions, sales, or derivative exercises were reported, and there is no indication of a 10b5-1 trading plan.

Insights

Financial Analyst

TL;DR: Routine RSU grant to director; no immediate cash flow impact; neutral for shareholders.

The reported transaction is a standard equity-compensation RSU award to Director John Fawcett. Because it involves no purchase price and vests over one year, it does not signal insider conviction through capital outlay. The incremental 2,802 shares bring Fawcett’s stake to 9,275—still immaterial relative to BFH’s 50 million-plus shares outstanding. There are no sales, option exercises, or sizeable ownership changes that might indicate bullish or bearish sentiment. Accordingly, the Form 4 is considered non-impactful to valuation or liquidity.

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 OH 43219

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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	06/16/2025		A(1)		2,802	A	(1)	9,275(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 2,802 shares of common stock represented by restricted stock units, which will vest on June 16, 2026.

2. The total amount of securities beneficially owned includes: (a) 3,000 unrestricted shares; (b) 3,473 unvested restricted stock units granted 6/17/24; and (c) the new grant for 2,802 restricted stock units.

Remarks:

	Benjamin L. Morgan, Attorney in Fact	06/18/2025
	** 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

How many shares did BFH director John J. Fawcett acquire on 16-Jun-2025?

He received 2,802 restricted stock units representing BFH common shares.

When will the newly granted BFH RSUs vest?

The RSUs will vest on 16-Jun-2026.

What is John J. Fawcett’s total beneficial ownership after the transaction?

Following the grant, he beneficially owns 9,275 shares of BFH.

Did the Form 4 disclose any open-market purchases or sales by the director?

No. The filing only reports an equity award; there were no open-market transactions.

Was a Rule 10b5-1 trading plan indicated in the BFH Form 4 filing?

The box for a Rule 10b5-1 plan was not checked; therefore, no such plan was reported.