Beberman Perry S 4

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.