Ralph J. Andretta - 15 Feb 2024 Form 4 Insider Report for BREAD FINANCIAL HOLDINGS, INC. (BFH)

Signature
Benjamin L. Morgan, Attorney in Fact
Issuer symbol
BFH
Transactions as of
15 Feb 2024
Net transactions value
-$1,398,338
Form type
4
Filing time
20 Feb 2024, 16:27:12 UTC
Previous filing
21 Nov 2023
Next filing
27 Mar 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BFH Common Stock Award +67,435 +21% 395,631 15 Feb 2024 Direct F1
transaction BFH Common Stock Award +101,153 +26% 496,784 15 Feb 2024 Direct F2
transaction BFH Common Stock Tax liability $150,435 -4,002 -0.81% $37.59 492,782 15 Feb 2024 Direct F3
transaction BFH Common Stock Award +11,843 +2.4% 504,625 16 Feb 2024 Direct F4
transaction BFH Common Stock Tax liability $1,247,903 -33,420 -6.6% $37.34 471,205 16 Feb 2024 Direct F3, 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 67,435 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 22,253 units vesting on 2/18/25, 22,254 units vesting on 2/17/26 and 22,928 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 101,153 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 39,476 performance-based restricted stock units granted 2/16/21 were earned, resulting in an additional 11,843 units, for a total of 51,319 units.
F5 The total number of securities beneficially owned included: (a) 107,891 unrestricted shares; (b) 9,091 unvested units from an award of 26,737 time-based restricted stock units granted 2/15/22; (c) 40,105 unvested performance-based restricted stock units granted 2/15/22; (d) 58,211 unvested time-based restricted stock units granted 3/24/23; (e) 87,319 unvested performance-based restricted stock units granted 3/24/23; (f) the new grant for 67,435 time-based restricted stock units; and (g) the new grant for 101,153 performance-based restricted stock units.