Ralph J. Andretta - Feb 18, 2025 Form 4 Insider Report for BREAD FINANCIAL HOLDINGS, INC. (BFH)

Signature
Benjamin L. Morgan, Attorney in Fact
Stock symbol
BFH
Transactions as of
Feb 18, 2025
Transactions value $
-$2,781,397
Form type
4
Date filed
2/20/2025, 06:42 PM
Previous filing
Mar 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BFH Common Stock Award +45.3K +9.8% 508K Feb 18, 2025 Direct F1
transaction BFH Common Stock Award +68K +13.39% 576K Feb 18, 2025 Direct F2
transaction BFH Common Stock Award +8.1K +1.41% 584K Feb 18, 2025 Direct F3
transaction BFH Common Stock Tax liability -$2.78M -44.8K -7.67% $62.10 539K Feb 18, 2025 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 45,323 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 14,956 units vesting on 2/18/26, 14,957 units vesting on 2/18/27 and 15,410 units vesting on 2/18/28, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates.
F2 The new grant is for 67,984 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 2/18/28 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 2022, 2023 and 2024, at the conclusion of the three-year period ended December 31, 2024, 120.2% of the original award of 40,105 performance-based restricted stock units granted 2/15/22 were earned, resulting in an additional 8,102 units, for a total of 48,207 units.
F4 Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
F5 The total number of securities beneficially owned includes: (a) 172,361 unrestricted shares; (b) 19,791 unvested units from an award of 58,211 time-based restricted stock units granted 3/24/23; (c) 87,319 unvested performance-based restricted stock units granted 3/24/23; (d) 45,182 unvested units from an award of 67,435 time-based restricted stock units granted 2/15/24; (e) 101,153 unvested performance-based restricted stock units granted 2/15/24; (f) the new grant for 45,323 time-based restricted stock units; and (g) the new grant for 67,984 performance-based restricted stock units.