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

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 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) 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( 1 )( 3 ) 28,212 A 210,878 D Common Stock 03/24/2023 A( 2 )( 3 ) 87,319 A 298,197 ( 4 ) 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 03/27/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The new grant is for 28,212 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 9,310 units vesting on each of 3/25/24 and 2/18/25 and 9,592 units vesting on 2/17/26, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates. ( 2 )The new grant is for 87,319 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 2/17/26 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 )Due to evolving macroeconomic conditions impacting the process of setting the appropriate performance-based RSU targets, these grants were approved later than usual in the grant cycle. However, for administrative convenience, the second and third years of the time-based RSUs and, if the performance targets are achieved, the three-year performance-based RSUs will vest on the Company's typical vesting schedule in mid-February of the applicable year. ( 4 )The total number of securities beneficially owned includes: (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) the new grant for 28,212 time-based restricted stock units; and (g) the new grant for 87,319 performance-based restricted stock units.

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