Bread Financial Holdings, Inc. SEC Filings

Bread Financial Holdings, Inc. created a new class of preferred stock and issued it using depositary shares. The company established its 8.625% Non-Cumulative Perpetual Preferred Stock, Series A, with a par value of $0.01 per share and a liquidation preference of $1,000 per share through a Certificate of Designations that became effective on November 25, 2025, amending its certificate of incorporation.

On November 25, 2025, the company issued and sold 3,000,000 depositary shares, each representing a 1/40th interest in a share of the Series A Preferred Stock. Holders of these depositary shares receive proportional dividend, voting, redemption and liquidation rights of the underlying preferred shares. The terms restrict dividends and certain repurchases on junior or parity stock if dividends on the Series A Preferred Stock are not declared and paid or set aside for the prior dividend period.

Bread Financial Holdings, Inc. is conducting a primary offering of 3,000,000 depositary shares, each representing a 1/40th interest in a share of its 8.625% Non-Cumulative Perpetual Preferred Stock, Series A, with a liquidation preference of $25 per depositary share. Dividends on the Series A Preferred Stock are non-cumulative and, when declared, are paid quarterly in arrears at a fixed rate of 8.625% per annum, beginning March 15, 2026. The preferred stock is perpetual, ranks senior to common stock but junior to debt, and may be redeemed at the company’s option on or after December 15, 2030 at $1,000 per preferred share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. Bread Financial estimates net proceeds of approximately $71.5 million, which it intends to use for general corporate purposes, including possible capital contributions or loans to its bank subsidiary and share repurchases. The company plans to apply to list the depositary shares on the NYSE under the symbol “BFH PrA.”

Bread Financial Holdings, Inc. announced the pricing of an underwritten public offering of up to 3,000,000 depositary shares, each representing a 1/40th interest in its 8.625% Non-Cumulative Perpetual Preferred Stock, Series A. Each Depositary Share has a liquidation preference of $25, equivalent to $1,000 per share of Series A preferred stock. The company plans to use the net proceeds for general corporate purposes, which may include funding subsidiary Comenity Capital Bank and repurchasing common shares. The Depositary Shares and underlying preferred stock are being issued under an effective Form S-3 shelf registration and a related prospectus supplement.

Bread Financial Holdings, Inc. (BFH) is launching a primary offering of depositary shares, each representing a 1/40th interest in a new Series A Non-Cumulative Perpetual Preferred Stock. Each depositary share has a liquidation preference of $25, equivalent to $1,000 per share of preferred. The Series A pays fixed, non-cumulative quarterly dividends, when and if declared, on March 15, June 15, September 15 and December 15, starting March 15, 2026.

The preferred stock is perpetual, ranks senior to common stock but junior to all debt, and has very limited voting rights. Bread Financial may redeem it at its option on dividend payment dates on or after a specified date in 2030, and, if it ever becomes a regulated bank holding entity, following certain regulatory capital treatment events. The company plans to apply to list the depositary shares on the NYSE under the symbol “BFH PrA”. Net proceeds are intended for general corporate purposes, including possible contributions or loans to subsidiary Comenity Capital Bank and potential share repurchases.

Bread Financial Holdings, Inc. announced it has launched a public offering of depositary shares, each representing a 1/40th interest in a share of its Non-Cumulative Perpetual Preferred Stock, Series A. Each depositary share carries a liquidation preference of $25, equivalent to $1,000 per share of Series A preferred stock. The company plans to use the net proceeds for general corporate purposes, which may include contributing or lending funds to its subsidiary bank, Comenity Capital Bank, and repurchasing common shares. The offering is subject to market and other conditions and is being made through a separate prospectus, not through this announcement.

Bread Financial Holdings, Inc. has filed an automatic shelf registration statement on Form S-3 as a well-known seasoned issuer, allowing it to offer and sell, from time to time, shares of preferred stock and related depositary shares. These securities may be issued in one or more series, with final terms and pricing described in future prospectus supplements.

The company states that net proceeds from any future offerings will be used for general corporate purposes, including adding liquidity, refinancing debt, funding operations and loans, financing acquisitions, and potentially repurchasing or redeeming outstanding securities. Bread Financial is a tech-forward financial services company focused on credit cards, installment lending and savings products, serving millions of U.S. consumers and a broad set of brand partners across multiple retail and service verticals.

Bread Financial Holdings, Inc. closed an offering of $500 million principal amount of 6.750% Senior Notes due 2031. The notes are senior unsecured obligations, initially guaranteed by the Company’s domestic subsidiaries that guarantee its Credit Agreement, with U.S. Bank Trust Company, National Association as trustee.

The notes pay interest at 6.750% per year, semiannually on May 15 and November 15, beginning May 15, 2026, and mature on May 15, 2031. They are callable on or after May 15, 2028 at the Indenture redemption prices; before that date they may be redeemed at 100% plus accrued interest and a make‑whole premium, and up to 40% may be redeemed before May 15, 2028 with net cash proceeds of certain Qualified Equity Offerings.

Upon a Change of Control Triggering Event, holders may require repurchase at 101% of principal plus accrued interest. Covenants limit additional debt, restricted payments and investments, liens, affiliate transactions, mergers, and asset sales. Events of default permit acceleration by the trustee or holders of at least 30% of the notes, with automatic acceleration upon specified Company bankruptcy events.