Motes Joseph L III 4

What Happened
Joseph L. Motes III, EVP, CAO, General Counsel & Secretary of Bread Financial Holdings (BFH), was granted a mix of time‑based and performance‑based restricted stock units and had shares withheld to satisfy tax withholding when RSUs vested. On 2026-02-17 he was credited with: 8,004 time‑based RSUs (vesting over 3 years), 12,005 new performance‑based RSUs (3‑year performance period), and 4,262 additional performance RSUs earned from a prior award. To cover tax withholding on vested RSUs the company withheld 16,918 shares on 2/17/2026 ($73.05 per share, $1,235,860) and 1,470 shares on 2/18/2026 ($73.74 per share, $108,398), totaling 18,388 shares withheld valued at $1,344,258.

Key Details

• Transaction dates: Grants/awards recorded 2026-02-17; tax‑withholding dispositions on 2026-02-17 and 2026-02-18.
• Prices and values for withheld shares: 16,918 @ $73.05 = $1,235,860; 1,470 @ $73.74 = $108,398; total withheld value = $1,344,258.
• Shares acquired (reported): 8,004 (time‑based RSUs) + 12,005 (new performance RSUs) + 4,262 (performance RSUs earned) = 24,271 units.
• Shares disposed (for tax withholding): 18,388 shares (code F).
• Vesting/conditions: Time RSUs vest over three years (2,641 on 2/17/27; 2,641 on 2/17/28; 2,722 on 2/17/29). New performance RSUs vest only if performance targets are met at the end of the 3‑year period and may be adjusted up or down. The 4,262 units reflect a 121.9% payout of a prior 3/24/23 performance award, increasing that award from 19,457 to 23,719 units.
• Ownership after transaction: Not specified in the provided details.
• Filing timeliness: Reported period 2026-02-17 and filed 2026-02-19 — filing appears timely (within the usual 2‑business‑day Form 4 window).
• Transaction codes: A = Award/Grant; F = Shares withheld for tax withholding.

Context
This filing reflects equity compensation (RSU grants and the settlement/withholding of shares for taxes), not an opportunistic open‑market sale. Withholding shares to cover tax obligations on vested RSUs is a routine administrative action and does not necessarily signal insider sentiment about the company. The performance RSUs are tied to ROE goals for 2023–2025, and the additional 4,262 units were earned based on above‑target performance.