Tammy M. McConnaughey - Feb 15, 2024 Form 4 Insider Report for BREAD FINANCIAL HOLDINGS, INC. (BFH)

Signature
Benjamin L. Morgan, Attorney in Fact
Stock symbol
BFH
Transactions as of
Feb 15, 2024
Transactions value $
-$327,360
Form type
4
Date filed
2/20/2024, 04:21 PM
Previous filing
Mar 27, 2023
Next filing
Mar 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BFH Common Stock Award +13.9K +17.09% 95.5K Feb 15, 2024 Direct F1
transaction BFH Common Stock Award +20.9K +21.89% 116K Feb 15, 2024 Direct F2
transaction BFH Common Stock Tax liability -$33.8K -899 -0.77% $37.59 116K Feb 15, 2024 Direct F3
transaction BFH Common Stock Award +2.82K +2.44% 118K Feb 16, 2024 Direct F4
transaction BFH Common Stock Tax liability -$294K -7.86K -6.64% $37.34 110K Feb 16, 2024 Direct F3, F5
* 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 13,937 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 4,599 units vesting on each of 2/18/25 and 2/17/26 and 4,739 units vesting on 2/16/27, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates.
F2 The new grant is for 20,905 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 2/16/27 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 Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
F4 Based on an annual return on equity (ROE) performance metric goal for each of 2021, 2022 and 2023, as modified by a relative total stockholder return (rTSR) metric at the conclusion of the three-year period ended December 31, 2023, 130% of the original award of 9,400 performance-based restricted stock units granted 2/16/21 were earned, resulting in an additional 2,820 units, for a total of 12,220 units.
F5 The total number of securities beneficially owned includes: (a) 34,125.055 unrestricted shares; (b) 2,067 unvested units from an award of 6,077 time-based restricted stock units granted 2/15/22; (c) 9,115 unvested performance-based restricted stock units granted 2/15/22; (d) 12,128 unvested time-based restricted stock units granted 3/24/23; (e) 18,191 unvested performance-based restricted stock units granted 3/24/23; (f) the new grant for 13,937 time-based restricted stock units; and (g) the new grant for 20,905 performance-based restricted stock units.