Beberman Perry S 4

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

AI-generated summary of this filing

Updated Feb 20, 2026

Bread Financial CFO Perry Beberman Receives RSU Award

What Happened

Perry S. Beberman, CFO of Bread Financial Holdings, received new restricted stock unit (RSU) awards on Feb 17, 2026 totaling 31,870 RSUs (10,531 time‑based; 15,796 performance‑based; plus 5,543 additional performance units earned from a prior grant). To satisfy tax withholding upon vesting, 43,007 shares were withheld on Feb 17, 2026 at $73.05 ($3,141,661) and 2,014 shares were withheld on Feb 18, 2026 at $73.74 ($148,512), for total proceeds of $3,290,173. The new grants were reported on a Form 4 filed Feb 19, 2026.

Key Details

Transaction types: A = award/grant (31,870 RSUs granted); F = tax withholding (45,021 shares withheld/disposed).
Dates and prices: Grants dated 2026-02-17 (price N/A for RSUs); withholding dispositions on 2026-02-17 at $73.05 and 2026-02-18 at $73.74.
Values: Withheld shares produced $3,141,661 and $148,512 respectively; total ~$3.29M.
Vesting: Time‑based RSUs (10,531) vest over 3 years — 3,475 on 2/17/27, 3,475 on 2/17/28, 3,581 on 2/17/29 (subject to continued employment). Performance RSUs (15,796) may be adjusted and vest on 2/17/29 if performance targets are met. The 5,543 units reflect additional earned units (121.9% payout) from a prior 3/24/23 performance grant.
Shares owned after transaction: not provided in the supplied filing details.
Filing timeliness: Form 4 filed 2026-02-19 for transactions on 2/17–2/18/26 (filed promptly).

Context

These were awards and tax‑withholding actions, not open‑market purchases or discretionary sales. The withheld shares represent a typical cashless withholding to cover tax obligations when RSUs vest. Performance RSU payouts are contingent on meeting pre-set metrics and may be adjusted.

Form 4

Period: 2026-02-17

EVP, Chief Financial Officer

Transactions

Award
Common Stock
[F1]
2026-02-17+10,531→ 145,252 total
Award
Common Stock
[F2]
2026-02-17+15,796→ 161,048 total
Award
Common Stock
[F3]
2026-02-17+5,543→ 166,591 total
Tax Payment
Common Stock
[F4]
2026-02-17$73.05/sh−43,007$3,141,661→ 123,584 total
Tax Payment
Common Stock
[F4]
2026-02-18$73.74/sh−2,014$148,512→ 121,570 total

Footnotes (4)

[F1]The new grant is for 10,531 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 3,475 units vesting on 2/17/27, 3,475 units vesting on 2/17/28 and 3,581 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 15,796 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 25,310 performance-based restricted stock units granted 3/24/23 were earned, resulting in an additional 5,543 units, for a total of 30,853 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