Campbell Jonathan Bryan 4

What Happened
Jonathan Campbell, SVP and Chief Accounting Officer of Bread Financial (BFH), reported a grant of 5,183 time‑based restricted stock units (RSUs) on 2026-02-17. The filing also shows shares withheld to satisfy tax withholding tied to RSU vesting: 2,951 shares disposed on 2026-02-17 at $73.05 ($215,571) and 1,310 shares disposed on 2026-02-18 at $73.74 ($96,599), for a combined withholding value of $312,170. These entries are an award (A) and tax-withholding actions (F), not open-market sales by the insider.

Key Details

• Transactions:
  • 2026-02-17: Grant of 5,183 RSUs (code A).
  • 2026-02-17: 2,951 shares withheld (code F) at $73.05 — $215,571.
  • 2026-02-18: 1,310 shares withheld (code F) at $73.74 — $96,599.
• Total value of shares withheld: $312,170.
• Vesting/ownership after transaction: Filing does not state total shares owned after these entries. If the withheld shares were taken from the 5,183 grant, net retained from that grant would be 922 shares (5,183 − 4,261), but the filing does not explicitly tie the withheld shares to this specific grant.
• Footnotes:
  • F1: The 5,183 RSUs are time-based and vest over three years — 1,710 on 2/17/27, 1,710 on 2/17/28 and 1,762 on 2/17/29, subject to continued employment.
  • F2: The withheld shares were used to satisfy the Reporting Person’s tax withholding upon RSU vesting.
• Filing timeliness: Report filed 2026-02-19 for a 2026-02-17 transaction — filed on the standard Section 16 deadline (timely).

Context
RSU grants are compensation awards that convert to stock when they vest; companies commonly withhold shares to cover the employee’s tax obligations upon vesting (code F). These withholding entries are administrative and do not indicate an open-market sale for investment reasons. This report reflects executive compensation activity rather than a direct buy or sell decision.