FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
McCarthy Dennis James

(Last) (First) (Middle)
ONE RIGHTER PARKWAY
SUITE 100

(Street)
WILMINGTON DE 19803

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2026
3. Issuer Name and Ticker or Trading Symbol
BREAD FINANCIAL HOLDINGS, INC. [ BFH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Revenue Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 29,530.52 (1)
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The total number of securities beneficially owned includes: (a) 7,471.52 unrestricted shares; (b) 5,972 unvested units from an award of 17,562 time-based restricted stock units granted 2/15/24, which are scheduled to vest on 2/15/27; (c) 7,267 unvested units from an award of 10,845 unvested time-based restricted stock units granted 2/18/25, of which 3,579 units are scheduled to vest on 2/18/27 and 3,688 units are scheduled to vest on 2/18/28; (d) 6,615 unvested time-based restricted stock units granted 2/17/26, of which 2,182 units are scheduled to vest on 2/17/27, 2,183 units are scheduled to vest on 2/17/28 and 2,250 units are scheduled to vest on 2/17/29; and (e) 2,205 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.
Remarks:
Footnote 1 continued: These performance-based RSUs may vest on 2/17/29 contingent on meeting predetermined performance measures and subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting date.
/s/ Benjamin L. Morgan, Attorney in Fact 09/10/2026
** Signature of Reporting Person Date
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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