Bread Financial Holdings, Inc. SEC Filings

Bread Financial Holdings, Inc. reported an insider equity transaction by an executive serving as EVP, CAO, General Counsel and Secretary. On 12/11/2025, the company withheld 346 shares of common stock at $73.62 per share to cover taxes due on the early vesting of an equal number of restricted stock units when the reporting person became retirement eligible.

After this tax withholding, the reporting person beneficially owns 123,734 securities, including 45,162 unrestricted shares and a mix of unvested time-based and performance-based restricted stock units from awards granted on 3/24/2023, 2/15/2024, and 2/18/2025. The holdings are reported as directly owned.

Bread Financial Holdings, Inc. reported an insider equity transaction by its EVP, Chief Commercial Officer. On 12/11/2025, 1,256 shares of common stock were withheld at $73.62 per share to pay taxes tied to the early vesting of an equal number of restricted stock units as the executive became retirement eligible.

Following this tax withholding, the executive beneficially owns 151,951 shares. This total includes 50,829 unrestricted shares, with the remainder made up of multiple unvested time-based and performance-based restricted stock unit awards from grants made in 2023, 2024, and 2025.

Bread Financial Holdings, Inc.’s President and CEO, who is also a director, reported a tax-related share withholding transaction. The event involved the withholding of 4,116 shares of common stock at $73.62 per share to pay taxes triggered when restricted stock units vested early as the executive became retirement eligible.

The withheld shares came from time-based restricted stock unit grants made on 3/24/23, 2/15/24, and 2/18/25. After this transaction, the reporting person beneficially owns 534,997 securities, including 172,361 unrestricted shares and a mix of unvested time-based and performance-based restricted stock units from 2023–2025 awards.

Bread Financial Holdings, Inc. filed a Form 8-K to announce that it issued a press release on December 10, 2025. The press release provides a performance update for the company as of and for the period ended November 30, 2025, giving investors more current operating information between regular quarterly reports.

The press release is included as Exhibit 99.1 to this report, while a cover page interactive data file is included as Exhibit 104. The company states that the information in this report, including the exhibit, is being furnished rather than filed, which limits how it is treated for certain securities law liability and incorporation-by-reference purposes.

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.