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|4Feb 19, 8:31 PM ET

Andretta Ralph J 4

Research Summary

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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.