Joseph L. Motes III - 17 Feb 2026 Form 4 Insider Report for BREAD FINANCIAL HOLDINGS, INC. (BFH)

Role
EVP, CAO, Gen Counsel & Secy
Signature
Benjamin L. Morgan, Attorney in Fact
Issuer symbol
BFH
Transactions as of
17 Feb 2026
Net transactions value
-$1,344,258
Form type
4
Filing time
19 Feb 2026, 20:30:42 UTC
Previous filing
15 Dec 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Motes Joseph L III EVP, CAO, Gen Counsel & Secy 7500 DALLAS PARKWAY, SUITE 700, PLANO Benjamin L. Morgan, Attorney in Fact 19 Feb 2026 0001648042

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BFH Common Stock Award +8,004 +6.5% 131,738 17 Feb 2026 Direct F1
transaction BFH Common Stock Award +12,005 +9.1% 143,743 17 Feb 2026 Direct F2
transaction BFH Common Stock Award +4,262 +3% 148,005 17 Feb 2026 Direct F3
transaction BFH Common Stock Tax liability $1,235,860 -16,918 -11% $73.05 131,087 17 Feb 2026 Direct F4
transaction BFH Common Stock Tax liability $108,398 -1,470 -1.1% $73.74 129,617 18 Feb 2026 Direct F4
* 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 8,004 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 2,641 units vesting on 2/17/27, 2,641 units vesting on 2/17/28 and 2,722 units vesting on 2/17/29, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates.
F2 The new grant is for 12,005 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 2/17/29 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 Based on an annual return on equity (ROE) performance metric goal for each of 2023, 2024 and 2025, at the conclusion of the three-year period ended December 31, 2025, 121.9% of the original award of 19,457 performance-based restricted stock units granted 3/24/23 were earned, resulting in an additional 4,262 units, for a total of 23,719 units.
F4 Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.