Form 4: Bread Financial CEO's Stock Withholding for Taxes

Bread Financial Holdings CEO Ralph J. Andretta reported a disposition of 4,116 shares of common stock to cover tax obligations related to restricted stock unit vesting upon becoming retirement eligible.

Summary

• Ralph J. Andretta, President and CEO of Bread Financial Holdings, Inc. (BFH), reported a disposition of 4,116 shares of common stock.
• The transaction occurred on December 11, 2025, at a price of $73.62 per share.
• The shares were withheld to cover tax liabilities associated with the early vesting of restricted stock units (RSUs) due to Mr. Andretta becoming retirement eligible.
• Specifically, 1,691 shares were withheld from time-based RSUs granted on February 18, 2025; 1,686 shares from time-based RSUs granted on February 15, 2024; and 739 shares from time-based RSUs granted on March 24, 2023.
• Following this transaction, Mr. Andretta beneficially owns 534,997 shares of Bread Financial Holdings, Inc. common stock.
• Total beneficial ownership includes 172,361 unrestricted shares, 19,052 unvested time-based RSUs from a March 24, 2023 award, 87,319 unvested performance-based RSUs from a March 24, 2023 award, 43,496 unvested time-based RSUs from a February 15, 2024 award, 101,153 unvested performance-based RSUs from a February 15, 2024 award, 43,632 unvested time-based RSUs from a February 18, 2025 award, and 67,984 unvested performance-based RSUs from a February 18, 2025 award.

Sentiment

Score: 5

Explanation: This Form 4 reports a routine insider transaction involving the withholding of shares to cover tax liabilities upon the vesting of restricted stock units, which is a standard practice and does not reflect a change in company fundamentals or management's outlook.

Stakeholder Impact

• Shareholders: Minimal impact as this is a routine tax-related transaction, not a sale for personal gain, and does not indicate a change in company fundamentals.
• Employees: No direct impact on the broader employee base.

Key Dates

Recommendation

This Form 4 details a standard tax-related disposition of shares by an executive upon RSU vesting due to retirement eligibility. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. Investors should continue to hold based on broader company fundamentals.

Keywords

BFH, Bread Financial Holdings, Ralph J. Andretta, Form 4, insider transaction, restricted stock units, tax withholding, CEO, equity compensation