McConnaughey Tammy M 4

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

AI-generated summary of this filing

Updated Feb 20, 2026

Bread Financial (BFH) EVP Tammy McConnaughey Receives RSU Award

What Happened

Tammy M. McConnaughey, EVP, Operations & Credit Risk, received awards of restricted stock units (RSUs) on Feb 17, 2026: 7,898 time‑based RSUs, 11,847 performance‑based RSUs, and 3,984 performance units earned from a prior grant — a total of 23,729 RSU units.
To satisfy tax withholding upon vesting/settlement, 17,861 shares were withheld on 2/17/2026 at $73.05/share (value $1,304,746) and 1,606 shares were withheld on 2/18/2026 at $73.74/share (value $118,426), for total tax withholding of 19,467 shares and ~$1,423,172.

Key Details

Transaction dates/prices: grants dated 2026-02-17; withholding disposals: 2/17/2026 — 17,861 shares @ $73.05; 2/18/2026 — 1,606 shares @ $73.74.
Shares owned after the transactions: not disclosed in the provided filing excerpt.
Footnotes of note:
- Time‑based RSUs (7,898) vest over three years (2/17/27, 2/17/28, 2/17/29).
- Performance RSUs (11,847) may vest 2/17/29 subject to performance metrics and continued employment.
- An earlier performance award (granted 3/24/23) paid out at 121.9% of target, producing an additional 3,984 vested units (bringing that award to 22,175 units).
- Shares were withheld by the company to satisfy tax withholding (standard practice).
Filing timeliness: Report covers transactions on 2/17/2026 and was filed 2/19/2026 (timely).

Context

These transactions are RSU awards and company withholding to cover taxes — common compensation and settlement mechanics, not an open‑market sale by the insider.
Performance RSUs are contingent on meeting multi‑year goals; the 3,984-unit increase reflects achievement above the original target for an earlier award.
Tax‑withholding dispositions (code F) are routine and don’t necessarily reflect a change in insider sentiment.

Form 4

Period: 2026-02-17

EVP, Operations & Credit Risk

Transactions

Award
Common Stock
[F1]
2026-02-17+7,898→ 126,956.055 total
Award
Common Stock
[F2]
2026-02-17+11,847→ 138,803.055 total
Award
Common Stock
[F3]
2026-02-17+3,984→ 142,787.055 total
Tax Payment
Common Stock
[F4]
2026-02-17$73.05/sh−17,861$1,304,746→ 124,926.055 total
Tax Payment
Common Stock
[F4]
2026-02-18$73.74/sh−1,606$118,426→ 123,320.055 total

Footnotes (4)

[F1]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.
[F2]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.
[F3]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.
[F4]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