Bread Financial Announces Pricing of an Offering of Depositary Shares Representing Interests in Its Series C Preferred Stock

Potential uses of the net proceeds include funding Comenity Capital Bank and share repurchases.

Rhea-AI Summary

Bread Financial (BFH) priced an underwritten public offering of 5,000,000 depositary shares representing interests in its Series C preferred stock.

Each depositary share represents a 1/40th interest and has a $25 liquidation preference. The preferred stock carries a 9.375% fixed rate reset. Closing is expected November 3, 2026, with approximately $120,162,500 in net proceeds, assuming no exercise of the underwriters’ option.

2 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Approximately $120,162,500 in net proceeds expected after discounts and estimated expenses, assuming no underwriter option exercise. 3.1% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Share repurchases are a potential use of proceeds, alongside contributions or loans to Comenity Capital Bank.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.5,000,000 depositary shares add preferred claims with a 9.375% fixed rate reset and $25 liquidation preference each.
• Minor point. Forward-looking: it has not happened yet and may not happen.Up to 750,000 additional depositary shares may be purchased by underwriters within 30 days following October 27, 2026.

News Explained

The proceeds are for general corporate purposes, with bank support and share repurchases among the possible destinations.

Bread Financial has priced a base sale of 5,000,000 depositary shares, with underwriters holding an option for up to 750,000 additional shares during the 30 days after October 27; those extra shares are not part of the base amount unless the option is exercised.

The company intends to use the proceeds for general corporate purposes, which may include contributions or loans to its bank subsidiary, Comenity Capital Bank, and share repurchases.

Key Figures

Depositary shares offered: 5,000,000 shares Fixed rate: 9.375% Liquidation preference: $25 per depositary share +4 more

Depositary shares offered

5,000,000 shares

Series C preferred stock offering

Fixed rate

9.375%

Series C preferred stock

Liquidation preference

$25 per depositary share

Each depositary share represents a 1/40th interest in a Series C preferred share

Underwriters’ option

Up to 750,000 additional depositary shares

At the same price

Option period

30 days

Following October 27, 2026

Expected net proceeds

$120,162,500

Assuming no exercise of the underwriters’ option

Expected offering closing

November 3, 2026

Subject to customary closing conditions

Previous Offering Reports

2 past events · Latest: May 05

Same Type 2 events

1. May 05

   Series B offering pricing

   24h Move

   +3.8%

   Priced Series B depositary shares at 8.875%, with $115.32 million expected net proceeds.

2. Nov 20

   Series A offering pricing

   24h Move

   +4.9%

   Priced Series A depositary shares and expected $72.64 million in net proceeds.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

depositary shares, non-cumulative, liquidation preference, form s-3

4 terms

depositary shares financial

"5,000,000 depositary shares"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

non-cumulative financial

"9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock"

Non-cumulative describes a type of dividend or payment right where any missed distributions are not tracked or owed later; if a company skips a payment, investors do not receive that skipped amount in the future. Think of it like a one-time coupon that expires if not used: it can boost potential income when paid, but offers no catch-up protection, so investors face greater income uncertainty and should price in higher risk or lower yield expectations.

liquidation preference financial

"with a liquidation preference of $25 per Depositary Share"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

form s-3 regulatory

"on Form S-3 previously filed with the Securities and Exchange Commission"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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COLUMBUS, Ohio, Oct. 27, 2026 (GLOBE NEWSWIRE) -- Bread Financial Holdings, Inc. (NYSE: BFH) (“Bread Financial” or the “Company”) announced today the pricing of its previously announced underwritten public offering of 5,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of its 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.01 per share (the “Series C Preferred Stock”), with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series C Preferred Stock). In addition, pursuant to the underwriting agreement, dated October 27, 2026, between the Company and Morgan Stanley & Co., LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (the “Underwriters”), the Company granted the Underwriters an option to purchase up to an additional 750,000 Depositary Shares at the same price for a period of 30 days following October 27, 2026.

The Company expects to apply to list the Depositary Shares on The New York Stock Exchange.

The closing of the offering of the Depositary Shares is expected to occur on November 3, 2026, subject to the satisfaction of customary closing conditions, and is expected to result in approximately $120,162,500 in net proceeds to the Company, assuming no exercise of the Underwriters’ option, after deducting the underwriting discounts and the estimated offering expenses payable by the Company.

The Company intends to use the net proceeds from the sale of the Depositary Shares for general corporate purposes, which may include contributing or lending all or a portion of the proceeds to its subsidiary bank, Comenity Capital Bank, and share repurchases.

Morgan Stanley & Co. LLC, Keefe, Bruyette & Woods, A Stifel Company, RBC Capital Markets, LLC, UBS Investment Bank and Wells Fargo Securities, LLC are acting as joint bookrunners for the offering.

The offering is being made pursuant to an effective registration statement (including a prospectus) on Form S-3 previously filed with the Securities and Exchange Commission (“SEC”) and a prospectus supplement. The offering is being made only by means of a prospectus supplement and accompanying prospectus. Copies of the prospectus supplement and accompanying prospectus relating to the offering, when available, may be obtained from Morgan Stanley & Co. LLC at 1-866-718-1649; Keefe, Bruyette & Woods, A Stifel Company at 1‐800‐966‐1559; RBC Capital Markets, LLC at 1-866-375-6829; UBS Investment Bank at 1-833-481-0269; and Wells Fargo Securities, LLC at 1-800-645-3751.

This news release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities may be made only by means of a prospectus supplement and accompanying base prospectus relating to this offering.

About Bread Financial®

Bread Financial® (NYSE: BFH) is a tech-forward financial services company that provides simple, personalized payment, lending and saving solutions to millions of U.S. consumers. The Company’s payment solutions deliver growth for some of the most recognized brands in travel and entertainment, specialty apparel, health and beauty, jewelry, sporting goods, technology and electronics, as well as home and furniture through their co-brand and private label credit cards and pay-over-time products providing choice and value to their shared customers. Additionally, we offer Bread Financial general purpose credit cards and saving products that empower our customers and their passions for a better life.

Forward-looking Statements

This news release contains forward-looking statements, including, but not limited to, statements related to the Depositary Shares offering described above. Forward-looking statements give the Company’s expectations or forecasts of future events and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan,” “likely,” “may,” “should” or other words or phrases of similar import. Similarly, statements that describe the Company’s business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements the Company made regarding, and the guidance the Company gives with respect to, the Company’s anticipated operating or financial results, future financial performance and outlook, future dividend declarations or stock repurchases and future economic conditions.

The Company believes that its expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that are difficult to predict and, in many cases, beyond its control. Accordingly, the Company’s actual results could differ materially from the projections, anticipated results or other expectations expressed in this release, and no assurances can be given that the Company’s expectations will prove to have been correct. Factors that could cause the outcomes to differ materially include, but are not limited to, the following: macroeconomic conditions, including inflation, interest rates, labor market conditions, financial and capital market conditions, recessionary pressures or concerns over a prolonged economic slowdown, and the related impact on consumer spending behavior, payments, debt levels, savings rates and other behaviors; domestic and international political events and conditions, including significant shifts in trade policy, such as changes to, or the imposition of, tariffs and/or trade barriers and consequently any economic impacts, volatility, uncertainty and geopolitical instability resulting therefrom, as well as ongoing wars, military conflicts and international tensions or hostilities; local or global public health issues, climate-related events, impacts to the power grid, and natural disasters; future credit performance of the Company’s customers, including the level of future delinquency and charge-off rates; loss of, or reduction in demand for services and/or products from, significant brand partners or customers in the highly competitive markets in which the Company operates, including competition from new and non-traditional competitors, such as financial technology companies, and with respect to new products, services and technologies, such as the emergence or increase in popularity of agentic commerce, digital payment platforms and currencies and other alternative payment and deposit solutions; the concentration of the Company’s business in U.S. consumer credit; increases or volatility in the allowance for credit losses that may result from the application of the current expected credit loss model; inaccuracies in the models and estimates on which the Company rely, including the Company’s credit risk management models and the amount of its allowance for credit losses; increases in fraudulent activity; failure to identify, complete or successfully integrate or disaggregate business acquisitions, divestitures and other strategic initiatives, including, with respect to divested businesses, any associated guarantees, indemnities or other liabilities; the extent to which the Company’s results are dependent upon its brand partners, including its brand partners’ financial performance and reputation, as well as the effective promotion and support of the Company’s products by brand partners; increases in the cost of doing business, including market interest rates; the Company’s level of indebtedness and inability to access financial or capital markets, including asset-backed securitization funding or deposits markets; restrictions that limit the Company’s ability to pay dividends and repurchase its stock, and restrictions that limit the ability of the Company’s subsidiary bank, Comenity Capital Bank (the “Bank”), to pay dividends to the Company; pending and future litigation; pending and future federal, state, local and foreign legislation, executive action, regulation, supervisory guidance and regulatory and legal actions including, but not limited to, those related to financial regulatory reform and consumer financial services practices, as well as any such actions that would place limits on credit card interest rates or late fees, interchange fees or other charges; increases in regulatory capital requirements or other support for the Bank; failures or breaches in its operational or security systems, including as a result of cyberattacks, unanticipated impacts from technology modernization projects, failure of its information security controls or otherwise; loss of consumer information or other data due to compromised physical or cyber security, including disruptive attacks from financially motivated bad actors and third party supply chain issues; and any liability or other adverse impacts arising out of or related to the spinoff of the Company’s former LoyaltyOne segment or the bankruptcy filings of Loyalty Ventures Inc. and certain of its subsidiaries, including the pending litigation against the Company in connection with the spinoff. The foregoing factors, along with other risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward-looking statements, are described in greater detail under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, which may be updated in Item 1A of, or elsewhere in, the Company’s Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K. The Company’s forward-looking statements contained in this news release speak only as of the date made, and it undertakes no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.

Contacts

Brian Vereb — Investor Relations
Brian.Vereb@breadfinancial.com

Susan Haugen — Investor Relations
Susan.Haugen@breadfinancial.com

Rachel Stultz — Media
Rachel.Stultz@breadfinancial.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of Bread Financial’s Series C preferred stock offering?

Bread Financial priced 5,000,000 depositary shares, each representing a 1/40th interest in its 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C. Each depositary share has a $25 liquidation preference, equivalent to $1,000 per preferred share. The preferred stock has no maturity, and unpaid dividends do not accumulate.

When is Bread Financial’s preferred stock offering expected to close, and how much will it raise?

The offering is expected to close on November 3, 2026, subject to customary closing conditions. Expected net proceeds are approximately $120,162,500 after underwriting discounts and estimated offering expenses, assuming the underwriters do not exercise their option.

Will Bread Financial’s Series C depositary shares trade on the NYSE?

Bread Financial expects to apply to list the depositary shares on the New York Stock Exchange.