Joseph L. Motes III - Mar 24, 2023 Form 4 Insider Report for BREAD FINANCIAL HOLDINGS, INC. (BFH)

Signature
Benjamin L. Morgan, Attorney in Fact
Stock symbol
BFH
Transactions as of
Mar 24, 2023
Transactions value $
$0
Form type
4
Date filed
3/27/2023, 08:31 PM
Previous filing
Feb 23, 2023
Next filing
Dec 21, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BFH Common Stock Award +13K +26.15% 62.6K Mar 24, 2023 Direct F1, F3
transaction BFH Common Stock Award +19.5K +31.1% 82K Mar 24, 2023 Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The new grant is for 12,971 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 4,280 units vesting on each of 3/25/24 and 2/18/25 and 4,411 units vesting on 2/17/26, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates.
F2 The new grant is for 19,457 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 2/17/26 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 Due to evolving macroeconomic conditions impacting the process of setting the appropriate performance-based RSU targets, these grants were approved later than usual in the grant cycle. However, for administrative convenience, the second and third years of the time-based RSUs and, if the performance targets are achieved, the three-year performance-based RSUs will vest on the Company's typical vesting schedule in mid-February of the applicable year.
F4 The total number of securities beneficially owned includes: (a) 17,295 unrestricted shares; (b) 7,457 unvested units from an award of 21,934 time-based restricted stock units granted 2/16/21; (c) 10,340 unvested performance-based restricted stock units granted 2/16/21; (d) 4,479 unvested units from an award of 6,685 time-based restricted stock units granted 2/15/22; (e) 10,027 unvested performance-based restricted stock units granted 2/15/22; (f) the new grant for 12,971 time-based restricted stock units; and (g) the new grant for 19,457 performance-based restricted stock units.