Sec Form 4 Filing - Motes Joseph L III @ BREAD FINANCIAL HOLDINGS, INC. - 2025-02-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Motes Joseph L III 2. Issuer Name and Ticker or Trading Symbol BREAD FINANCIAL HOLDINGS, INC. [ BFH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, CAO, Gen Counsel & Secy (Last) (First) (Middle) 7500 DALLAS PARKWAY, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2025 (Street) PLANO, TX75024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/18/2025 A( 1 ) 9,259 A 120,102 D Common Stock 02/18/2025 A( 2 ) 13,888 A 133,990 D Common Stock 02/18/2025 A( 3 ) 2,026 A 136,016 D Common Stock 02/18/2025 F( 4 ) 11,936 D $ 62.1 124,080 ( 5 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Motes Joseph L III 7500 DALLAS PARKWAY, SUITE 700 PLANO, TX75024 EVP, CAO, Gen Counsel & Secy Signatures Benjamin L. Morgan, Attorney in Fact 02/20/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The new grant is for 9,259 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 3,055 units vesting on each of 2/18/26 and 2/18/27 and 3,149 units vesting on 2/18/28, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates. ( 2 )The new grant is for 13,888 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 2/18/28 contingent on meeting predetermined performance measures and subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting date. ( 3 )Based on an annual return on equity (ROE) performance metric goal for each of 2022, 2023 and 2024, at the conclusion of the three-year period ended December 31, 2024, 120.2% of the original award of 10,027 performance-based restricted stock units granted 2/15/22 were earned, resulting in an additional 2,026 units, for a total of 12,053 units. ( 4 )Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units. ( 5 )The total number of securities beneficially owned includes: (a) 45,162 unrestricted shares; (b) 4,250 unvested units from an award of 12,971 time-based restricted stock units granted 3/24/23; (c) 19,457 unvested performance-based restricted stock units granted 3/24/23; (d) 9,641 unvested units from an award of 14,949 time-based restricted stock units granted 2/15/24; (e) 22,423 unvested performance-based restricted stock units granted 2/15/24; (f) the new grant for 9,259 time-based restricted stock units; and (g) the new grant for 13,888 performance-based restricted stock units.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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