Tammy M. McConnaughey - 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 $
-$776,374
Form type
4
Date filed
2/20/2025, 06:46 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 +8.42K +7.75% 117K Feb 18, 2025 Direct F1
transaction BFH Common Stock Award +12.6K +10.78% 130K Feb 18, 2025 Direct F2
transaction BFH Common Stock Award +1.84K +1.42% 132K Feb 18, 2025 Direct F3
transaction BFH Common Stock Tax liability -$776K -12.5K -9.5% $62.10 119K 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 8,417 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 2,777 units vesting on 2/18/26, 2,778 units vesting on 2/18/27 and 2,862 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 12,626 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 9,115 performance-based restricted stock units granted 2/15/22 were earned, resulting in an additional 1,842 units, for a total of 10,957 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) 45,457.055 unrestricted shares; (b) 4,124 unvested units from an award of 12,128 time-based restricted stock units granted 3/24/23; (c) 18,191 unvested performance-based restricted stock units granted 3/24/23; (d) 9,338 unvested units from an award of 13,937 time-based restricted stock units granted 2/15/24; (e) 20,905 unvested performance-based restricted stock units granted 2/15/24; (f) the new grant for 8,417 time-based restricted stock units; and (g) the new grant for 12,626 performance-based restricted stock units.