Sec Form 4 Filing - McConnaughey Tammy M @ BREAD FINANCIAL HOLDINGS, INC. - 2024-02-15

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 McConnaughey Tammy M 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, Operations & Credit Risk (Last) (First) (Middle) 3095 LOYALTY CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2024 (Street) COLUMBUS, OH43219 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 02/15/2024 A( 1 ) 13,937 A 95,504.055 D Common Stock 02/15/2024 A( 2 ) 20,905 A 116,409.055 D Common Stock 02/15/2024 F( 3 ) 899 D $ 37.59 115,510.055 D Common Stock 02/16/2024 A( 4 ) 2,820 A 118,330.055 D Common Stock 02/16/2024 F( 3 ) 7,862 D $ 37.34 110,468.055 ( 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 McConnaughey Tammy M 3095 LOYALTY CIRCLE COLUMBUS, OH43219 EVP, Operations & Credit Risk Signatures Benjamin L. Morgan, Attorney in Fact 02/20/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The new grant is for 13,937 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 4,599 units vesting on each of 2/18/25 and 2/17/26 and 4,739 units vesting on 2/16/27, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates. ( 2 )The new grant is for 20,905 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 2/16/27 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 )Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units. ( 4 )Based on an annual return on equity (ROE) performance metric goal for each of 2021, 2022 and 2023, as modified by a relative total stockholder return (rTSR) metric at the conclusion of the three-year period ended December 31, 2023, 130% of the original award of 9,400 performance-based restricted stock units granted 2/16/21 were earned, resulting in an additional 2,820 units, for a total of 12,220 units. ( 5 )The total number of securities beneficially owned includes: (a) 34,125.055 unrestricted shares; (b) 2,067 unvested units from an award of 6,077 time-based restricted stock units granted 2/15/22; (c) 9,115 unvested performance-based restricted stock units granted 2/15/22; (d) 12,128 unvested time-based restricted stock units granted 3/24/23; (e) 18,191 unvested performance-based restricted stock units granted 3/24/23; (f) the new grant for 13,937 time-based restricted stock units; and (g) the new grant for 20,905 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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