BFH · Bread Financial Holdings, Inc. · Insider Trading

Each depositary share ("Depositary Share") represents a 1/40th interest in a share of BFH's 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.01 per share ("Series C Preferred Stock"), with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series C Preferred Stock). The Series C Preferred Stock is a non-convertible perpetual preferred equity security of BFH.

The terms of the Series C Preferred Stock are set forth in the Certificate of Designations for the Series C Preferred Stock. The holders of the Series C Preferred Stock generally will have no voting rights, except for the right to elect two additional directors if BFH fails to pay dividends for six quarterly dividend periods (whether or not consecutive), and in certain other events.

Each depositary share ("Depositary Share") represents a 1/40th interest in a share of BFH's 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.01 per share ("Series C Preferred Stock"), with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series C Preferred Stock). The Series C Preferred Stock is a non-convertible perpetual preferred equity security of BFH.

The terms of the Series C Preferred Stock are set forth in the Certificate of Designations for the Series C Preferred Stock. The holders of the Series C Preferred Stock generally will have no voting rights, except for the right to elect two additional directors if BFH fails to pay dividends for six quarterly dividend periods (whether or not consecutive), and in certain other events.

The new grant is for 704 shares of common stock represented by restricted stock units, which will vest on October 15, 2027.

The total amount of securities beneficially owned includes: (a) 22,905 unrestricted shares; (b) 5,981 unvested restricted stock units granted 6/22/20; (c) 2,241 unvested restricted stock units granted 6/15/21; (d) 431 unvested restricted stock units granted 9/15/21; (e) 474 unvested restricted stock units granted 12/15/21; (f) 538 unvested restricted stock units granted 3/15/22; (g) 2,650 unvested restricted stock units granted 6/15/22; (h) 934 unvested restricted stock units granted 7/15/22; (i) 969 unvested restricted stock units granted 10/17/22; (j) 912 unvested restricted stock units granted 1/17/23; (k) 1,038 unvested restricted stock units granted 4/17/23; (l) 4,932 unvested restricted stock units granted 6/15/23; (m) 1,186 unvested restricted stock units granted 7/17/23; (n) 1,033 unvested restricted stock units granted 10/16/23;

These shares were acquired pursuant to a dividend reinvestment feature of Mr. McCarthy's brokerage account.

This number represents the total amount of shares owned by Mr. McCarthy, rounded to the nearest whole share.

The new grant is for 730 shares of common stock represented by restricted stock units, which will vest on July 15, 2027.

The total amount of securities beneficially owned includes: (a) 22,235 unrestricted shares; (b) 5,981 unvested restricted stock units granted 6/22/20; (c) 2,241 unvested restricted stock units granted 6/15/21; (d) 431 unvested restricted stock units granted 9/15/21; (e) 474 unvested restricted stock units granted 12/15/21; (f) 538 unvested restricted stock units granted 3/15/22; (g) 2,650 unvested restricted stock units granted 6/15/22; (h) 934 unvested restricted stock units granted 7/15/22; (i) 969 unvested restricted stock units granted 10/17/22; (j) 912 unvested restricted stock units granted 1/17/23; (k) 1,038 unvested restricted stock units granted 4/17/23; (l) 4,932 unvested restricted stock units granted 6/15/23; (m) 1,186 unvested restricted stock units granted 7/17/23; (n) 1,033 unvested restricted stock units granted 10/16/23;

The new grant is for 1,638 shares of common stock represented by restricted stock units, which will vest on June 15, 2027.

The total amount of securities beneficially owned includes: (a) 21,564 unrestricted shares; (b) 5,981 unvested restricted stock units granted 6/22/20; (c) 2,241 unvested restricted stock units granted 6/15/21; (d) 431 unvested restricted stock units granted 9/15/21; (e) 474 unvested restricted stock units granted 12/15/21; (f) 538 unvested restricted stock units granted 3/15/22; (g) 2,650 unvested restricted stock units granted 6/15/22; (h) 934 unvested restricted stock units granted 7/15/22; (i) 969 unvested restricted stock units granted 10/17/22; (j) 912 unvested restricted stock units granted 1/17/23; (k) 1,038 unvested restricted stock units granted 4/17/23; (l) 4,932 unvested restricted stock units granted 6/15/23; (m) 1,186 unvested restricted stock units granted 7/17/23; (n) 1,033 unvested restricted stock units granted 10/16/23;

The new grant is for 1,638 shares of common stock represented by restricted stock units, which will vest on June 15, 2027.

The total amount of securities beneficially owned includes: (a) 10,761 unrestricted shares; (b) 1,179 unvested restricted stock units granted 6/27/16; (c) 1,085 unvested restricted stock units granted 6/26/17; (d) 1,341 unvested restricted stock units granted 6/25/18; (e) 1,645 unvested restricted stock units granted 6/24/19; (f) 5,007 unvested restricted stock units granted 6/22/20; (g) 1,731 unvested restricted stock units granted 6/15/21; (h) 206 unvested restricted stock units granted 9/15/21; (i) 227 unvested restricted stock units granted 12/15/21; (j) 257 unvested restricted stock units granted 3/15/22; (k) 2,650 unvested restricted stock units granted 6/15/22; (l) 369 unvested restricted stock units granted 7/15/22; (m) 464 unvested restricted stock units granted 10/17/22; (n) 437 unvested restricted stock units granted 1/17/23;

The new grant is for 1,638 shares of common stock represented by restricted stock units, which will vest on June 15, 2027.

The total amount of securities beneficially owned includes: (a) 10,275 unrestricted shares; (b) 519 unvested restricted stock units granted 10/17/16; (c) 655 unvested restricted stock units granted 6/26/17; (d) 761 unvested restricted stock units granted 6/25/18; (e) 1,114 unvested restricted stock units granted 6/24/19; (f) 3,432 unvested restricted stock units granted 6/22/20; (g) 1,408 unvested restricted stock units granted 6/15/21; (h) 2,650 unvested restricted stock units granted 6/15/22; (i) 4,932 unvested restricted stock units granted 6/15/23; and (j) the new grant for 1,638 restricted stock units.

The new grant is for 1,638 shares of common stock represented by restricted stock units, which will vest on June 15, 2027.

The total amount of securities beneficially owned includes: (a) 6,275 unrestricted shares; (b) 3,394 unvested restricted stock units granted 8/15/23; and (b) the new grant for 1,638 restricted stock units

The new grant is for 1,638 shares of common stock represented by restricted stock units, which will vest on June 15, 2027.

The total amount of securities beneficially owned includes: (a) 6,275 unrestricted stock units; (b) 3,432 unvested restricted stock units granted 6/22/20; (c) 1,803 unvested restricted stock units granted 6/15/21; (d) 339 unvested restricted stock units granted 9/15/21; (e) 373 unvested restricted stock units granted 12/15/21; (f) 2,650 unvested restricted stock units granted 6/15/22; (g) 4,932 unvested restricted stock units granted 6/15/23; and (h) the new grant for 1,638 restricted stock units.

The new grant is for 1,638 shares of common stock represented by restricted stock units, which will vest on June 15, 2027.

The total amount of securities beneficially owned includes: (a) 11,000 unrestricted shares; and (b) the new grant for 1,638 restricted stock units.

The new grant is for 1,638 shares of common stock represented by restricted stock units, which will vest on June 15, 2027.

The total amount of securities beneficially owned includes: (a) 5,622 unrestricted shares; and (b) the new grant for 1,638 restricted stock units.

The new grant is for 1,638 shares of common stock represented by restricted stock units, which will vest on June 15, 2027.

The total amount of securities beneficially owned includes: (a) 8,000 unrestricted shares; (b) 1,114 unvested restricted stock units granted 6/24/19; (c) 3,432 unvested restricted stock units granted 6/22/20; (d) 1,408 unvested restricted stock units granted 6/15/21; (e) 2,650 unvested restricted stock units granted 6/15/22; (f) 4,932 unvested restricted stock units granted 6/15/23; and (g) the new grant for 1,638 restricted stock units.

This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 27, 2026.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.48 to $88.43, inclusive. The reporting person undertakes to provide to Bread Financial Holdings, Inc., any security holder of Bread Financial Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 27, 2026.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.50 to $89.49, inclusive.

This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 27, 2026.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.51 to $89.64, inclusive.

The total amount of securities beneficially owned includes: (a) 8,198 unrestricted shares; and (b) 2,802 unvested restricted stock units granted 6/16/25.

The total amount of securities beneficially owned includes: (a) 11,626 unrestricted shares; (b) 699 unvested restricted stock units granted 6/27/16; (c) 655 unvested restricted stock units granted 6/26/17; (d) 761 unvested restricted stock units granted 6/25/18; (e) 1,114 unvested restricted stock units granted 6/24/19; (f) 3,432 unvested restricted stock units granted 6/22/20; (g) 1,408 unvested restricted stock units granted 6/15/21; (h) 2,650 unvested restricted stock units granted 6/15/22; (i) 4,932 unvested restricted stock units granted 6/15/23; and (j) 2,802 unvested restricted stock units granted 6/16/25.

The new grant is for 483 shares of common stock represented by restricted stock units, which will vest on April 15, 2027.

The total amount of securities beneficially owned includes: (a) 18,762 unrestricted shares; (b) 5,981 unvested restricted stock units granted 6/22/20; (c) 2,241 unvested restricted stock units granted 6/15/21; (d) 431 unvested restricted stock units granted 9/15/21; (e) 474 unvested restricted stock units granted 12/15/21; (f) 538 unvested restricted stock units granted 3/15/22; (g) 2,650 unvested restricted stock units granted 6/15/22; (h) 934 unvested restricted stock units granted 7/15/22; (i) 969 unvested restricted stock units granted 10/17/22; (j) 912 unvested restricted stock units granted 1/17/23; (k) 1,038 unvested restricted stock units granted 4/17/23; (l) 4,932 unvested restricted stock units granted 6/15/23; (m) 1,186 unvested restricted stock units granted 7/17/23; (n) 1,033 unvested restricted stock units granted 10/16/23;

Mr. Ballou transferred 1,351 shares as a gift for charitable purposes.

The initial Form 4 filed on February 19, 2026 inadvertently overreported the number of shares of common stock that were withheld for tax withholding purposes upon the vesting of restricted stock units on February 18, 2026. This amendment corrects the number of shares that were withheld on February 18, 2026 (1,752 shares), as well as the resulting total number of shares beneficially owned following all transactions reported in the initial Form 4. This amendment does not change or modify any other information reported on such initial Form 4.

Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

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 18,191 performance-based restricted stock units granted 3/24/23 were earned, resulting in an additional 3,984 units, for a total of 22,175 units.

Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

The new grant is for 63,183 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.

The new grant is for 7,898 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 2,606 units vesting on 2/17/27, 2,606 units vesting on 2/17/28 and 2,686 units vesting on 2/17/29, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates.

The new grant is for 14,217 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.

The initial Form 4 filed on February 19, 2026 inadvertently overreported the number of shares of common stock that were withheld for tax withholding purposes upon the vesting of restricted stock units on February 17, 2026. This amendment corrects the number of shares that were withheld on February 17, 2026 (22,516 shares), as well as the resulting total number of shares beneficially owned following all transactions reported in the initial Form 4. This amendment does not change or modify any other information reported on such initial Form 4.

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 25,310 performance-based restricted stock units granted 3/24/23 were earned, resulting in an additional 5,543 units, for a total of 30,853 units.

Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

The new grant is for 9,478 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 3,127 units vesting on 2/17/27, 3,127 units vesting on 2/17/28 and 3,224 units vesting on 2/17/29, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates.

The new grant is for 1,728 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.

This amendment is being filed to add an inadvertently omitted transaction.

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 87,319 performance-based restricted stock units granted 3/24/23 were earned, resulting in an additional 19,123 units, for a total of 106,442 units.

The new grant is for 42,122 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 13,900 units vesting on 2/17/27, 13,900 units vesting on 2/17/28 and 14,322 units vesting on 2/17/29, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates.

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.

The new grant is for 11,847 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.

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.

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.

The new grant is for 499 shares of common stock represented by restricted stock units, which will vest on January 15, 2027.

The total amount of securities beneficially owned includes: (a) 17,920 unrestricted shares; (b) 5,981 unvested restricted stock units granted 6/22/20; (c) 2,241 unvested restricted stock units granted 6/15/21; (d) 431 unvested restricted stock units granted 9/15/21; (e) 474 unvested restricted stock units granted 12/15/21; (f) 538 unvested restricted stock units granted 3/15/22; (g) 2,650 unvested restricted stock units granted 6/15/22; (h) 934 unvested restricted stock units granted 7/15/22; (i) 969 unvested restricted stock units granted 10/17/22; (j) 912 unvested restricted stock units granted 1/17/23; (k) 1,038 unvested restricted stock units granted 4/17/23; (l) 4,932 unvested restricted stock units granted 6/15/23; (m) 1,186 unvested restricted stock units granted 7/17/23; (n) 1,033 unvested restricted stock units granted 10/16/23;

The reported transaction involved the withholding of an aggregate 1,256 shares of stock issuable upon the early vesting of an equal number of restricted stock units to pay taxes associated with the reporting person becoming retirement eligible. Of the 1,256 shares, (a) 481 were withheld from the time-based restricted stock units granted 2/18/25, (b) 538 were withheld from the time-based restricted stock units granted 2/15/24, and (c) 237 were withheld from the time-based restricted stock units granted 3/24/23.

The total number of securities beneficially owned includes: (a) 50,829 unrestricted shares; (b) 5,500 unvested units from an award of 16,873 time-based restricted stock units granted 3/24/23; (c) 25,310 unvested performance-based restricted stock units granted 3/24/23; (d) 12,490 unvested units from an award of 19,444 time-based restricted stock units granted 2/15/24; (e) 29,166 unvested performance-based restricted stock units granted 2/15/24; (f) unvested 11,174 time-based restricted stock units granted 2/18/25; and (g) unvested 17,482 performance-based restricted stock units granted 2/18/25.

The reported transaction involved the withholding of an aggregate of 4,116 shares of stock issuable upon the early vesting of an equal number of restricted stock units to pay taxes associated with the reporting person becoming retirement eligible. Of the 4,116 shares, (a) 1,691 were withheld from the time-based restricted stock units granted 2/18/25, (b) 1,686 were withheld from the time-based restricted stock units granted 2/15/24, and (c) 739 were withheld from the time-based restricted stock units granted 3/24/23.

The total number of securities beneficially owned includes: (a) 172,361 unrestricted shares; (b) 19,052 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) 43,496 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) unvested 43,632 time-based restricted stock units granted 2/18/25; and (g) unvested 67,984 performance-based restricted stock units granted on 2/18/25.

The reported transaction involved the withholding of 346 shares of stock issuable upon the early vesting of an equal number of restricted stock units to pay taxes associated with the reporting person becoming retirement eligible.

The total number of securities beneficially owned includes: (a) 45,162 unrestricted shares; (b) 4,250 unvested units from an award of 12,971 time-based restricted stock units granted 3/24/23; (c) 19,457 unvested performance-based restricted stock units granted 3/24/23; (d) 9,641 unvested units from an award of 14,949 time-based restricted stock units granted 2/15/24; (e) 22,423 unvested performance-based restricted stock units granted 2/15/24; (f) unvested 8,913 time-based restricted stock units granted 2/18/25; and (g) unvested 13,888 performance-based restricted stock units granted 2/18/25.

The new grant is for 670 shares of common stock represented by restricted stock units, which will vest on October 15, 2026.

The total amount of securities beneficially owned includes: (a) 17,316 unrestricted shares; (b) 5,981 unvested restricted stock units granted 6/22/20; (c) 2,241 unvested restricted stock units granted 6/15/21; (d) 431 unvested restricted stock units granted 9/15/21; (e) 474 unvested restricted stock units granted 12/15/21; (f) 538 unvested restricted stock units granted 3/15/22; (g) 2,650 unvested restricted stock units granted 6/15/22; (h) 934 unvested restricted stock units granted 7/15/22; (i) 969 unvested restricted stock units granted 10/17/22; (j) 912 unvested restricted stock units granted 1/17/23; (k) 1,038 unvested restricted stock units granted 4/17/23; (l) 4,932 unvested restricted stock units granted 6/15/23; (m) 1,186 unvested restricted stock units granted 7/17/23; (n) 1,033 unvested restricted stock units granted 10/16/23;