Perry S. Beberman - Feb 15, 2024 Form 4 Insider Report for BREAD FINANCIAL HOLDINGS, INC. (BFH)

Signature
Benjamin L. Morgan, Attorney in Fact
Stock symbol
BFH
Transactions as of
Feb 15, 2024
Transactions value $
-$46,875
Form type
4
Date filed
2/20/2024, 04:25 PM
Previous filing
Jul 19, 2023
Next filing
Mar 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BFH Common Stock Award +19.4K +25% 97.2K Feb 15, 2024 Direct F1
transaction BFH Common Stock Award +29.2K +30% 126K Feb 15, 2024 Direct F2
transaction BFH Common Stock Tax liability -$46.9K -1.25K -0.99% $37.59 125K Feb 15, 2024 Direct F3
transaction BFH Common Stock Award +1.09K +0.87% 126K Feb 16, 2024 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The new grant is for 19,444 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 6,416 units vesting on 2/18/25, 6,417 units vesting on 2/17/26 and 6,611 units vesting on 2/16/27, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates.
F2 The new grant is for 29,166 shares of common stock represented by performance-based RSUs, which may be adjusted up or down at the time the performance targets are measured at the end of the three-year performance period. These performance-based RSUs may vest on 2/16/27 contingent on meeting predetermined performance measures and subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting date.
F3 Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
F4 Based on an annual return on equity (ROE) performance metric goal for each of 2021, 2022 and 2023, as modified by a relative total stockholder return (rTSR) metric at the conclusion of the three-year period ended December 31, 2023, 130% of the original award of 3,623 performance-based restricted stock units granted 7/15/21 were earned, resulting in an additional 1,087 units, for a total of 4,710 units.
F5 The total number of securities beneficially owned includes: (a) 10,598 unrestricted shares; (b) 3,870 unvested units from an award of 11,385 time-based restricted stock units granted 7/15/21; (c) 4,710 unvested performance-based restricted stock units granted 7/15/21; (d) 3,001 unvested units from an award of 8,826 time-based restricted stock units granted 2/15/22; (e) 13,239 unvested performance-based restricted stock units granted 2/15/22; (f) 16,873 unvested time-based restricted stock units granted 3/24/23; (g) 25,310 unvested performance-based restricted stock units granted 3/24/23; (h) the new grant for 19,444 time-based restricted stock units; and (i) the new grant for 29,166 performance-based restricted stock units.