Form 4: BFH Executive Joseph Motes III Receives Equity Grants

Bread Financial Holdings executive Joseph L. Motes III received new time-based and performance-based restricted stock units, alongside tax-related share dispositions.

Summary

• Joseph L. Motes III, EVP, CAO, General Counsel & Secretary of Bread Financial Holdings, Inc. (BFH), reported changes in his beneficial ownership of common stock.
• On February 17, 2026, Motes received a new grant of 8,004 time-based restricted stock units (RSUs), which will vest over three years: 2,641 units on February 17, 2027, 2,641 units on February 17, 2028, and 2,722 units on February 17, 2029, subject to continued employment.
• Also on February 17, 2026, Motes received a new grant of 12,005 performance-based RSUs, which may be adjusted based on performance targets and are contingent on meeting predetermined measures, with potential vesting on February 17, 2029.
• An additional 4,262 units were earned from a previous performance-based RSU grant (dated 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 23,719 units from that award.
• Motes disposed of 16,918 shares of common stock on February 17, 2026, at a price of $73.05 per share, to satisfy tax withholding obligations upon the vesting of restricted stock units.
• An additional 1,470 shares of common stock were disposed of on February 18, 2026, at a price of $73.74 per share, also for tax withholding obligations.
• Following these transactions, Motes' direct beneficial ownership of common stock is 129,617 shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive. The executive received new equity grants, which aligns management's interests with shareholders, and the company successfully met its performance targets for a prior RSU award, indicating strong internal operational execution.

Positives

• Joseph L. Motes III received new equity grants (8,004 time-based RSUs and 12,005 performance-based RSUs), aligning his interests with shareholders.
• The company achieved its annual return on equity (ROE) performance metric goals for 2023, 2024, and 2025, resulting in an additional 4,262 units (121.9% of the original award) from a prior performance-based RSU grant.

Negatives

• NA

Risks

• NA

Future Outlook

Joseph L. Motes III's time-based restricted stock units are scheduled to vest in annual installments on February 17, 2027, February 17, 2028, and February 17, 2029. The performance-based restricted stock units granted on February 17, 2026, may vest on February 17, 2029, contingent on meeting predetermined performance measures.

Industry Context

StockSavvy.ai notes that these transactions represent routine executive compensation activities, including new equity grants and associated tax withholdings, which are common practices across publicly traded companies to align executive incentives with shareholder value. The achievement of performance targets for prior grants indicates internal operational success against company-specific metrics.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: The grants of restricted stock units align the executive's long-term interests with shareholder value creation. The achievement of performance targets for prior awards suggests effective management and operational performance.

Next Steps

• Continued employment of Joseph L. Motes III for future vesting of time-based RSUs on February 17, 2027, February 17, 2028, and February 17, 2029.
• Measurement of performance targets for the 12,005 performance-based RSUs, with potential vesting on February 17, 2029.

Key Dates

Keywords

Bread Financial Holdings, BFH, Form 4, Insider Transaction, Restricted Stock Units, RSU Grant, Executive Compensation, Stock Ownership, Tax Withholding, Performance-Based Equity