Form 4: BFH CFO Beberman Reports RSU Grants, Tax Withholding

Bread Financial Holdings' CFO, Perry S. Beberman, reported new restricted stock unit grants and shares withheld for tax obligations following the vesting of performance-based awards.

Summary

• Perry S. Beberman, EVP, Chief Financial Officer of Bread Financial Holdings, Inc. (BFH), reported several transactions related to his beneficial ownership of common stock.
• Received a new grant of 10,531 time-based Restricted Stock Units (RSUs) on February 17, 2026, which will vest over three years (3,475 units on 2/17/27, 3,475 units on 2/17/28, and 3,581 units on 2/17/29), subject to continued employment.
• Received a new grant of 15,796 performance-based RSUs on February 17, 2026, contingent on meeting predetermined performance measures over a three-year period and potentially vesting on February 17, 2029, subject to continued employment.
• An additional 5,543 units of common stock were earned from a previous grant of 25,310 performance-based RSUs (granted March 24, 2023), due to achieving 121.9% of the annual Return on Equity (ROE) performance metric goal for 2023, 2024, and 2025, resulting in a total of 30,853 units from that specific award.
• The company withheld 43,007 shares of common stock at a price of $73.05 on February 17, 2026, and 2,014 shares at $73.74 on February 18, 2026, to satisfy tax withholding obligations upon the vesting of restricted stock units.
• Following these transactions, Beberman beneficially owns 121,570 shares of common stock directly.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive. The achievement of performance targets above 100% for a previous RSU grant is a strong indicator of successful execution against internal goals, and the new grants align executive incentives with future performance.

Positives

• The CFO earned an additional 5,543 units from a previous performance-based RSU grant, indicating strong achievement (121.9%) of the annual Return on Equity (ROE) performance metric goal for 2023-2025.
• The new grants of time-based and performance-based RSUs align the CFO's incentives with long-term company performance and shareholder value.

Future Outlook

The new time-based RSUs granted to the CFO are scheduled to vest in three annual installments on February 17, 2027, February 17, 2028, and February 17, 2029, contingent on continued employment. The new performance-based RSUs may vest on February 17, 2029, subject to meeting predetermined performance measures and continued employment.

Industry Context

StockSavvy.ai notes that the granting of restricted stock units, both time-based and performance-based, is a common practice in executive compensation across the financial services industry. This structure aims to align executive incentives with long-term shareholder value creation and retention. The achievement of performance targets, such as the 121.9% ROE goal, indicates effective execution against internal metrics, which is generally viewed positively by the market.

Comparison to Industry Standards

• The use of a mix of time-based and performance-based Restricted Stock Units (RSUs) for executive compensation is a standard practice across publicly traded companies, particularly in the financial sector.
• Major financial institutions like JPMorgan Chase & Co. and Bank of America Corporation frequently utilize similar equity compensation structures to incentivize long-term performance and retain key executives.
• The specific ROE target achievement of 121.9% for the 2023-2025 period for Bread Financial Holdings' CFO suggests strong internal performance relative to the company's own benchmarks, which is a positive indicator.
• While direct comparisons to specific ROE achievements of other CFOs for similar periods are not readily available in this filing, the structure itself is consistent with best practices in corporate governance and executive compensation.

Related Party Transactions

• The RSU grants and vesting are compensation arrangements between the company and its CFO, which are a form of related party transaction, though typically disclosed as executive compensation rather than a separate 'related party transaction' in a Form 4.

Stakeholder Impact

• Shareholders: The performance-based RSU vesting indicates successful achievement of ROE goals, which could be seen as positive for shareholder value. The new grants align executive incentives with long-term shareholder interests.

Next Steps

• Vesting of 3,475 time-based RSUs on February 17, 2027.
• Vesting of 3,475 time-based RSUs on February 17, 2028.
• Vesting of 3,581 time-based RSUs on February 17, 2029.
• Potential vesting of 15,796 performance-based RSUs on February 17, 2029, contingent on meeting predetermined performance measures.

Key Dates

Keywords

Bread Financial Holdings, BFH, Form 4, insider transaction, restricted stock units, RSU, executive compensation, Perry S. Beberman, CFO, stock grants, performance-based compensation, time-based compensation, tax withholding, beneficial ownership