Andretta Ralph J 4
4 · BREAD FINANCIAL HOLDINGS, INC. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Bread Financial (BFH) CEO Ralph Andretta Receives RSUs, Sells Shares
What Happened
Ralph J. Andretta, President, CEO and a director of Bread Financial Holdings (BFH), was granted multiple restricted stock unit (RSU) awards on 2026-02-17 totaling 124,428 RSUs (42,122 time‑based RSUs; 63,183 new performance RSUs; and 19,123 additional performance RSUs earned). To satisfy tax withholding when RSUs vested, 56,858 shares were withheld on 2/17/2026 at $73.05 each ($4,153,477) and 5,326 shares were withheld on 2/18/2026 at $73.74 each ($392,739). These withholdings are reported as dispositions (transaction code F) and are routine tax‑related transactions rather than open‑market sales.
Key Details
- Transaction dates and prices:
- Grants: 2026-02-17 — 42,122 (time‑based RSUs), 63,183 (performance RSUs), 19,123 (performance RSUs earned)
- Tax withholding dispositions: 2026-02-17 — 56,858 shares @ $73.05 = $4,153,477; 2026-02-18 — 5,326 shares @ $73.74 = $392,739
- Total new RSUs reported on 2/17/26: 124,428 units.
- Total shares withheld for taxes: 62,184 shares, total value ≈ $4,546,216.
- Vesting/conditions:
- Time‑based RSUs (42,122) vest over three years: 13,900 on 2/17/27; 13,900 on 2/17/28; 14,322 on 2/17/29 (subject to continued employment and limited exceptions). (F1)
- Performance RSUs (63,183) are measured over a 3‑year performance period and may be adjusted up or down; potential vesting on 2/17/29 contingent on achieving performance targets and continued employment. (F2)
- The 19,123 units reflect additional earned performance RSUs (121.9% of the original 87,319 award from 3/24/23), bringing that prior award’s total to 106,442 units. (F3)
- Shares withheld to satisfy tax withholding are noted in the filing (transaction code F and footnote F4).
- Filing timeliness: Report covers transactions on 2/17/2026 and was filed 2026-02-19 — the Form 4 filing appears timely.
Context
- These transactions are award grants and routine tax‑related share withholdings, not open‑market purchases or discretionary sales. Awards reflect compensation and may vest over time or be contingent on performance; withheld shares to cover taxes are common and do not necessarily indicate a change in the insider’s view of the company.
Insider Transaction Report
Form 4
Andretta Ralph J
DirectorPresident and CEO
Transactions
- Award
Common Stock
[F1]2026-02-17+42,122→ 577,119 total - Award
Common Stock
[F2]2026-02-17+63,183→ 640,302 total - Award
Common Stock
[F3]2026-02-17+19,123→ 659,425 total - Tax Payment
Common Stock
[F4]2026-02-17$73.05/sh−56,858$4,153,477→ 602,567 total - Tax Payment
Common Stock
[F4]2026-02-18$73.74/sh−5,326$392,739→ 597,241 total
Footnotes (4)
- [F1]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.
- [F2]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.
- [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 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.
- [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