Bread Financial (BFH) Form 4: Director Adds 2.8K Restricted Stock Units

Rhea-AI Filing Summary

Form 4 filing overview: On 18 June 2025, Bread Financial Holdings, Inc. (ticker BFH) reported that director Joyce St Clair received an equity award consisting of 2,802 restricted stock units (RSUs) on 16 June 2025 (transaction code A). The RSUs will vest on 16 June 2026. No cash price was paid because RSUs represent contingent rights to shares rather than open-market purchases.

Following the grant, St Clair’s total beneficial ownership increased to 9,669 common shares, held directly. The total comprises (a) 3,394 unvested RSUs granted 15 Aug 2023, (b) 3,473 unvested RSUs granted 17 Jun 2024, and (c) the newly granted 2,802 RSUs disclosed in this filing.

The filing does not disclose any dispositions, sales, or derivative transactions. It is a routine director equity grant and does not include financial performance metrics or earnings data.

Insights

Financial Analyst

TL;DR: Routine RSU grant; small, non-market-moving; neutral impact.

The acquisition of 2,802 RSUs by Director Joyce St Clair raises her holding to 9,669 shares but represents an immaterial fraction of BFH’s outstanding equity. No shares were sold, so there is no negative selling signal. Because this is a scheduled board compensation event, the transaction is unlikely to influence valuation models or liquidity in BFH stock. From a capital markets standpoint, the disclosure is neutral and mainly confirms ongoing alignment of director interests with shareholders.

Corporate Governance Specialist

TL;DR: Standard board compensation; signals alignment, not material.

The RSU award follows typical director compensation practices and vests over one year, encouraging continued board service. While alignment is positive, the quantum (2,802 units) is too small to be deemed a material governance change. There are no red flags such as accelerated vesting, option repricing, or related-party dealings. Overall governance impact is neutral.

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
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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 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)	9,669(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) 3,394 unvested restricted stock units granted 8/15/23; (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

What did Bread Financial (BFH) disclose in the latest Form 4?

Director Joyce St Clair was granted 2,802 RSUs on 16 Jun 2025, lifting her beneficial ownership to 9,669 shares.

When will the newly granted RSUs to BFH director Joyce St Clair vest?

The RSUs will vest on 16 June 2026.

How many BFH shares does Joyce St Clair own after the transaction?

After the award, she beneficially owns 9,669 common shares, all held directly.

Did the Form 4 report any sales of BFH shares by the director?

No. The filing only shows an acquisition via RSU grant; there were no dispositions.

What prior unvested RSUs does the BFH director hold?

She holds 3,394 RSUs granted 15 Aug 2023 and 3,473 RSUs granted 17 Jun 2024.