Greer Valerie E 4

What Happened Valerie E. Greer, EVP and Chief Commercial Officer of Bread Financial (BFH), was granted a mix of time- and performance‑based restricted stock units (RSUs) and also had shares withheld to satisfy tax withholding. The filing reports three acquisitions on 2026-02-17 totaling 9,478 time‑based RSUs, 14,217 performance‑based RSUs, and 5,543 additional performance RSUs earned from a prior award. To cover tax obligations when RSUs vested/settled, 23,834 shares were withheld on 2026-02-17 at $73.05 ($1,741,074) and 2,003 shares were withheld on 2026-02-18 at $73.74 ($147,701), totaling 25,837 shares and ~$1.89M.

Key Details

• Grants recorded 2026-02-17: 9,478 time‑based RSUs; 14,217 performance‑based RSUs; 5,543 performance RSUs earned from a prior award. Total newly reported RSUs = 29,238.
• Vesting/terms: Time‑based RSUs vest over 3 years (3,127 on 2/17/27; 3,127 on 2/17/28; 3,224 on 2/17/29). The 14,217 performance RSUs may be adjusted at the end of the 3‑year performance period and vest on 2/17/29 subject to performance and continued employment.
• The 5,543 units reflect that the prior 3/24/23 performance award was earned at 121.9% of target, increasing that original grant (25,310) to 30,853 units.
• Tax withholding (code F): 23,834 shares withheld at $73.05 on 2/17/2026 ($1,741,074) and 2,003 shares withheld at $73.74 on 2/18/2026 ($147,701). These withholdings are dispositions to satisfy tax obligations, not open‑market sales.
• Filing: Reported on 2026-02-19 (within the Form 4 two-business‑day filing window for the 2/17 transactions).
• Shares owned after transaction: not specified in the Form 4 filing.

Context These entries are award grants and tax‑withholding dispositions. The acquisitions are RSU awards (time‑based and performance‑based) rather than purchases of stock in the open market. The withheld shares were surrendered to cover tax obligations upon vesting/settlement; that action is routine and does not represent a market sale intent.