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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                       
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/YYYY)
8/8/2022
(Street)
COLUMBUS, OH 43219
(City)        (State)        (Zip)
 4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  8/8/2022    P    3773  A $39.7039 (1) 202875 (2) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $39.695 to $39.73, inclusive. The reporting person undertakes to provide to Bread Financial Holdings, Inc., any security holder of Bread Financial Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.
(2)  The total number of securities beneficially owned includes: (a) 38,454 unrestricted shares; (b) 2,695 unvested units from an award of 7,563 time-based restricted stock units granted 2/18/20; (c) 2,434 unvested units from an award of 6,829 time-based restricted stock units granted 2/18/20; (d) 1,616 unvested units from an award of 4,538 performance-based restricted stock units granted 2/18/20; (e) 7,275 unvested units from an award of 20,419 performance-based restricted stock units granted 2/18/20; (f) 44,083 unvested units from an award of 65,795 time-based restricted stock units granted 2/16/21; (g) 39,476 unvested performance-based restricted stock units granted 2/16/21; (h) 26,737 unvested time-based restricted stock units granted 2/15/22; and (i) 40,105 unvested performance-based restricted stock units granted 2/15/22.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Andretta Ralph J
3095 LOYALTY CIRCLE
COLUMBUS, OH 43219		 X
President and CEO

Signatures
Benjamin L. Morgan, Attorney in Fact 8/9/2022
**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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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