Sec Form 4/A Filing - Andretta Ralph J @ BREAD FINANCIAL HOLDINGS, INC. - 2023-03-24

FORM 4/A 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 Andretta Ralph J 2. Issuer Name and Ticker or Trading Symbol BREAD FINANCIAL HOLDINGS, INC. [ BFH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 3095 LOYALTY CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2023 (Street) COLUMBUS, OH43219 4. If Amendment, Date Original Filed (MM/DD/YY) 03/27/2023 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 03/24/2023 A 58,211 ( 1 ) ( 2 ) A 328,196 ( 1 ) ( 3 ) 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 Andretta Ralph J 3095 LOYALTY CIRCLE COLUMBUS, OH43219 X President and CEO Signatures Benjamin L. Morgan, Attorney in Fact 11/21/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amendment is being filed to correct an administrative error as to (1) the number of shares of common stock represented by time-based restricted stock units (RSUs) granted to the Reporting Person on March 24, 2023, which number was underreported in the initial Form 4 filed on March 27, 2023; and (2) the resulting total number of shares beneficially owned following all transactions reported in the initial Form 4. ( 2 )The grant was for 58,211 time-based RSUs. These time-based RSUs will vest over a three-year period, with 19,210 units vesting on each of 3/25/24 and 2/18/25 and 19,791 units vesting on 2/17/26, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates. ( 3 )As of March 24, 2023, the total number of securities beneficially owned included: (a) 62,800 unrestricted shares; (b) 22,371 unvested units from an award of 65,795 time-based restricted stock units granted 2/16/21; (c) 39,476 unvested performance-based restricted stock units granted 2/16/21; (d) 17,914 unvested units from an award of 26,737 time-based restricted stock units granted 2/15/22; (e) 40,105 unvested performance-based restricted stock units granted 2/15/22; (f) 58,211 unvested time-based restricted stock units granted 3/24/23; and (g) 87,319 unvested performance-based restricted stock units granted 3/24/23.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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