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BREAD FINANCIAL HOLDINGS, INC. director Roger H. Ballou reported a charitable stock gift. On February 19, 2026, he transferred 1,351 shares of common stock as a bona fide gift for charitable purposes at a stated price of $0.00 per share. After this disposition, he directly owns 39,766 common shares. This was a gift transfer rather than an open-market sale.
BREAD FINANCIAL HOLDINGS, INC. director Roger H. Ballou reported a charitable stock gift. On February 19, 2026, he transferred 1,351 shares of common stock as a bona fide gift for charitable purposes at a stated price of $0.00 per share. After this disposition, he directly owns 39,766 common shares. This was a gift transfer rather than an open-market sale.
Campbell Jonathan Bryan reported acquisition or exercise transactions in this Form 4 filing.
Bread Financial Holdings reported that SVP and Chief Accounting Officer Jonathan Bryan Campbell received a grant of 1,728 shares of common stock in the form of performance-based restricted stock units. These RSUs may be adjusted based on performance over a three-year period and may vest on 2/17/29 if predetermined performance measures are met and he remains employed, subject to limited exceptions. After this grant, he directly holds 38,877 common shares. The filing is an amendment to add a previously omitted transaction.
Campbell Jonathan Bryan reported acquisition or exercise transactions in this Form 4 filing.
Bread Financial Holdings reported that SVP and Chief Accounting Officer Jonathan Bryan Campbell received a grant of 1,728 shares of common stock in the form of performance-based restricted stock units. These RSUs may be adjusted based on performance over a three-year period and may vest on 2/17/29 if predetermined performance measures are met and he remains employed, subject to limited exceptions. After this grant, he directly holds 38,877 common shares. The filing is an amendment to add a previously omitted transaction.
Bread Financial Holdings, Inc. President and CEO Ralph J. Andretta reported multiple equity transactions in company common stock. He received stock-based compensation awards of 42,122 time-based restricted stock units, 63,183 performance-based RSUs, and an additional 19,123 performance-based units earned under a prior grant. The time-based RSUs vest in three annual installments through 2029, while the performance-based RSUs may vest in 2029 if preset performance goals are met and employment continues. Shares totaling 56,858 and 5,326 were withheld by the company at prices of $73.05 and $73.74 per share to satisfy tax obligations on RSU vesting. Following these transactions, Andretta directly holds 597,241 common shares.
Bread Financial Holdings, Inc. President and CEO Ralph J. Andretta reported multiple equity transactions in company common stock. He received stock-based compensation awards of 42,122 time-based restricted stock units, 63,183 performance-based RSUs, and an additional 19,123 performance-based units earned under a prior grant. The time-based RSUs vest in three annual installments through 2029, while the performance-based RSUs may vest in 2029 if preset performance goals are met and employment continues. Shares totaling 56,858 and 5,326 were withheld by the company at prices of $73.05 and $73.74 per share to satisfy tax obligations on RSU vesting. Following these transactions, Andretta directly holds 597,241 common shares.
BREAD FINANCIAL HOLDINGS, INC. executive Joseph L. Motes III reported equity compensation changes in company common stock. On February 17, 2026, he acquired 8,004 time-based RSUs and 12,005 performance-based RSUs, with vesting tied to multi-year service and performance conditions. A prior performance award granted in 2023 exceeded its targets, adding 4,262 units for a total of 23,719 units. On February 17 and 18, 2026, a total of 18,388 shares were disposed of through tax-withholding transactions upon RSU vesting, leaving him with 129,617 shares of common stock held directly.
BREAD FINANCIAL HOLDINGS, INC. executive Joseph L. Motes III reported equity compensation changes in company common stock. On February 17, 2026, he acquired 8,004 time-based RSUs and 12,005 performance-based RSUs, with vesting tied to multi-year service and performance conditions. A prior performance award granted in 2023 exceeded its targets, adding 4,262 units for a total of 23,719 units. On February 17 and 18, 2026, a total of 18,388 shares were disposed of through tax-withholding transactions upon RSU vesting, leaving him with 129,617 shares of common stock held directly.
Bread Financial Holdings executive Valerie E. Greer, EVP and Chief Commercial Officer, reported a mix of equity awards and tax-related share dispositions in company common stock. On February 17, 2026, she received several stock grants, including 9,478 time-based RSUs and 14,217 performance-based RSUs, plus an additional 5,543 performance-based units earned from a prior award. On February 17 and 18, 2026, the company withheld 23,834 and 2,003 shares, respectively, to cover tax obligations upon RSU vesting. After these transactions, she held 155,352 shares directly.
Bread Financial Holdings executive Valerie E. Greer, EVP and Chief Commercial Officer, reported a mix of equity awards and tax-related share dispositions in company common stock. On February 17, 2026, she received several stock grants, including 9,478 time-based RSUs and 14,217 performance-based RSUs, plus an additional 5,543 performance-based units earned from a prior award. On February 17 and 18, 2026, the company withheld 23,834 and 2,003 shares, respectively, to cover tax obligations upon RSU vesting. After these transactions, she held 155,352 shares directly.
Bread Financial Holdings EVP and CFO Perry S. Beberman reported equity compensation changes and related tax-share dispositions. On February 17, 2026, he was granted 10,531 time-based RSUs, scheduled to vest in three annual installments from 2027 to 2029, and 15,796 performance-based RSUs that may vest in 2029 depending on three-year performance goals and continued employment. An additional 5,543 performance-based RSUs were earned based on return-on-equity results for 2023–2025. To cover tax obligations upon RSU vesting, the company withheld 43,007 shares on February 17 and 2,014 shares on February 18 at prices in the mid‑$70s per share. After these transactions, Beberman directly owned 121,570 shares of common stock.
Bread Financial Holdings EVP and CFO Perry S. Beberman reported equity compensation changes and related tax-share dispositions. On February 17, 2026, he was granted 10,531 time-based RSUs, scheduled to vest in three annual installments from 2027 to 2029, and 15,796 performance-based RSUs that may vest in 2029 depending on three-year performance goals and continued employment. An additional 5,543 performance-based RSUs were earned based on return-on-equity results for 2023–2025. To cover tax obligations upon RSU vesting, the company withheld 43,007 shares on February 17 and 2,014 shares on February 18 at prices in the mid‑$70s per share. After these transactions, Beberman directly owned 121,570 shares of common stock.
BREAD FINANCIAL HOLDINGS, INC. senior vice president and chief accounting officer Jonathan Bryan Campbell reported equity compensation activity involving the company’s common stock. On February 17, 2026, he received a grant of 5,183 time-based restricted stock units (RSUs), which will vest in three annual installments through February 17, 2029, subject to continued employment.
Also on February 17 and on February 18, Campbell disposed of 2,951 and 1,310 shares, respectively, as tax-withholding dispositions when RSUs vested, with shares withheld by the company to satisfy his tax obligations rather than being sold in the open market.
BREAD FINANCIAL HOLDINGS, INC. senior vice president and chief accounting officer Jonathan Bryan Campbell reported equity compensation activity involving the company’s common stock. On February 17, 2026, he received a grant of 5,183 time-based restricted stock units (RSUs), which will vest in three annual installments through February 17, 2029, subject to continued employment.
Also on February 17 and on February 18, Campbell disposed of 2,951 and 1,310 shares, respectively, as tax-withholding dispositions when RSUs vested, with shares withheld by the company to satisfy his tax obligations rather than being sold in the open market.
BREAD FINANCIAL HOLDINGS, INC. executive Allegra S. Driscoll, EVP and Chief Technology Officer, reported equity compensation changes in company common stock. On February 17, she acquired 7,109 time-based RSUs and 10,663 performance-based RSUs that vest over multi-year periods if service and performance conditions are met. On February 17 and 18, the company withheld 2,787 and 2,564 shares, respectively, to cover tax obligations upon RSU vesting, leaving her with 59,968 directly held shares after these transactions.
BREAD FINANCIAL HOLDINGS, INC. executive Allegra S. Driscoll, EVP and Chief Technology Officer, reported equity compensation changes in company common stock. On February 17, she acquired 7,109 time-based RSUs and 10,663 performance-based RSUs that vest over multi-year periods if service and performance conditions are met. On February 17 and 18, the company withheld 2,787 and 2,564 shares, respectively, to cover tax obligations upon RSU vesting, leaving her with 59,968 directly held shares after these transactions.
Bread Financial Holdings executive Tammy M. McConnaughey, EVP of Operations & Credit Risk, reported multiple equity award and tax-withholding transactions in company common stock. On February 17, 2026, she was granted 7,898 time-based restricted stock units that vest in three annual installments through February 17, 2029, and 11,847 performance-based RSUs that may vest on February 17, 2029 if three-year performance goals are met and employment continues. She also acquired an additional 3,984 performance-based RSUs tied to an earlier 2023 grant after achieving 121.9% of return-on-equity targets for 2023–2025. To satisfy tax withholding upon RSU vesting, the company withheld 17,861 shares on February 17, 2026 and 1,606 shares on February 18, 2026. After these transactions, McConnaughey directly owned roughly 123,320 shares of Bread Financial common stock.
Bread Financial Holdings executive Tammy M. McConnaughey, EVP of Operations & Credit Risk, reported multiple equity award and tax-withholding transactions in company common stock. On February 17, 2026, she was granted 7,898 time-based restricted stock units that vest in three annual installments through February 17, 2029, and 11,847 performance-based RSUs that may vest on February 17, 2029 if three-year performance goals are met and employment continues. She also acquired an additional 3,984 performance-based RSUs tied to an earlier 2023 grant after achieving 121.9% of return-on-equity targets for 2023–2025. To satisfy tax withholding upon RSU vesting, the company withheld 17,861 shares on February 17, 2026 and 1,606 shares on February 18, 2026. After these transactions, McConnaughey directly owned roughly 123,320 shares of Bread Financial common stock.
Bread Financial Holdings, Inc. entered into privately negotiated capped call unwind agreements with the financial institutions that were counterparties to its capped call transactions linked to its 4.25% Convertible Senior Notes due 2028. All of those notes were no longer outstanding as of December 31, 2025, and these new agreements terminate the related capped call transactions in full.
Under the unwind agreements, the option counterparties will deliver a number of Bread Financial common shares to the company, calculated using the average daily volume-weighted average price over one or more unwind periods. The company notes that, if all agreements had hypothetically settled using the February 17, 2026 price, it would have received and retired about 1.5 million shares, though the actual number will vary with share performance. Settlements are expected to complete on or before the end of February 2026, and any shares received will be in addition to, and not counted against, any current or future board-approved share repurchase authorizations.
Bread Financial Holdings, Inc. entered into privately negotiated capped call unwind agreements with the financial institutions that were counterparties to its capped call transactions linked to its 4.25% Convertible Senior Notes due 2028. All of those notes were no longer outstanding as of December 31, 2025, and these new agreements terminate the related capped call transactions in full.
Under the unwind agreements, the option counterparties will deliver a number of Bread Financial common shares to the company, calculated using the average daily volume-weighted average price over one or more unwind periods. The company notes that, if all agreements had hypothetically settled using the February 17, 2026 price, it would have received and retired about 1.5 million shares, though the actual number will vary with share performance. Settlements are expected to complete on or before the end of February 2026, and any shares received will be in addition to, and not counted against, any current or future board-approved share repurchase authorizations.