Driscoll Allegra S 4

4 · BREAD FINANCIAL HOLDINGS, INC. · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

Bread Financial (BFH) CTO Allegra Driscoll Receives RSU Awards

What Happened

Allegra S. Driscoll, EVP & Chief Technology Officer of Bread Financial Holdings (BFH), was granted a total of 17,772 restricted stock units (RSUs) and had 5,351 shares withheld to satisfy tax withholding upon vesting.
Grants: 7,109 time‑based RSUs and 10,663 performance‑based RSUs were reported as acquired on 2026-02-17 (award code A).
Tax withholding/disposals: 2,564 shares were withheld/disposed on 2026-02-18 at $73.74 each ($189,069) and 2,787 shares were withheld/disposed on 2026-02-17 at $73.05 each ($203,590), totaling $392,659 (disposal code F).

Key Details

Transaction dates/prices: 2/17/2026 (2,787 shares @ $73.05 = $203,590; award grants reported 17,772 RSUs), 2/18/2026 (2,564 shares @ $73.74 = $189,069).
Shares withheld for taxes (total): 5,351 shares; total proceeds ≈ $392,659.
Time‑based RSU vesting schedule: 7,109 units vest over three years — 2,345 on 2/17/27, 2,345 on 2/17/28, 2,417 on 2/17/29 (subject to continued employment).
Performance RSUs: 10,663 units may be adjusted up/down and only vest (if at all) at the end of the three‑year performance period (measurement date 2/17/29), contingent on meeting performance targets and continued employment.
Filing timeliness: Report filed 2026-02-19 for transactions on 2/17 and 2/18/2026 — appears timely under Section 16 reporting rules.
Shares owned after transaction: Not specified in the provided filing excerpt.

Context

These transactions primarily reflect equity compensation (awards) and routine tax withholding upon RSU vesting, not open‑market sales. The withheld shares were used only to satisfy tax obligations (disposal code F), a common administrative step following vesting.
Performance RSUs carry vesting risk (may be adjusted or forfeit depending on performance metrics); time RSUs vest annually over three years.
Such awards are part of executive compensation and do not, by themselves, indicate the insider’s personal buying/selling intent.

Form 4

Period: 2026-02-17

EVP, Chief Technology Officer

Transactions

Footnotes (3)

[F1]The new grant is for 7,109 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 2,345 units vesting on 2/17/27, 2,345 units vesting on 2/17/28 and 2,417 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 10,663 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]Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

Signature

Benjamin L. Morgan, Attorney in Fact|2026-02-19

1 file