Bread Financial sells 5M preferred depositary shares

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Filing Exhibits & Attachments

Q: How many BFH Series C depositary shares did Bread Financial issue?

Q: What dividend rate and liquidation preference apply to BFH Series C preferred stock?

8-K Event Classification

Key Figures

Key Terms

How many BFH Series C depositary shares did Bread Financial issue?

What dividend rate and liquidation preference apply to BFH Series C preferred stock?

Can underwriters buy additional BFH Series C depositary shares?

What happens if BFH does not pay Series C preferred dividends?

Bread Financial issued and sold 5,000,000 depositary shares on November 3, 2026. Each depositary share represents a 1/40th interest in one share of Series C preferred stock.

The Series C security is designated as 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock and has a liquidation preference of $1,000 per preferred share.

The Series C designation became effective November 3, 2026, after Bread Financial filed it with Delaware on November 2, 2026.

Available on EDGAR 11/03/2026 - 11:34 AM EST Accepted by SEC EDGAR 11/03/2026 - 11:34 AM EST

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Form Type

8-K

Bread Financial Holdings, Inc. (BFH) issued and sold 5,000,000 depositary shares on November 3, 2026, each representing a 1/40th interest in one share of its 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C. The preferred stock has a liquidation preference of $1,000 per share.

Bread Financial granted the underwriters an option to purchase up to 750,000 additional depositary shares at the same price for 30 days following October 27, 2026. The underwriting agreement covers an aggregate of up to 5,750,000 depositary shares, including the option shares, subject to its conditions. Holders are entitled to proportional dividend, voting, redemption and liquidation rights.

Series C dividends are non-cumulative. If the company does not declare and pay or set aside sufficient dividends for the immediately preceding dividend period, restrictions apply to distributions on junior-ranking stock and to repurchases, redemptions or other acquisitions for consideration of stock ranking on parity with or junior to Series C.

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Depositary shares issued and sold: 5,000,000 depositary shares Interest represented by each depositary share: 1/40th interest Series C preferred stock rate: 9.375% +4 more

7 metrics

Depositary shares issued and sold 5,000,000 depositary shares November 3, 2026

Interest represented by each depositary share 1/40th interest Each depositary share represents an interest in one Series C preferred share

Series C preferred stock rate 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock

Liquidation preference $1,000 per preferred share Series C preferred stock

Underwriters' option Up to 750,000 additional depositary shares At the same price for 30 days following October 27, 2026

Aggregate depositary shares under the underwriting agreement Up to 5,750,000 depositary shares Includes up to 750,000 additional shares under the option and is subject to the agreement's conditions

Option period 30 days Following October 27, 2026

Fixed Rate Reset, Non-Cumulative Perpetual Preferred Stock, liquidation preference, Certificate of Designations

4 terms

Fixed Rate Reset financial

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

A fixed rate reset is a feature in some bonds or preferred shares where the interest or dividend rate is periodically recalculated and then fixed for the next term according to a pre-set reference (for example, a market rate) plus a set extra amount. It matters to investors because it changes the security’s future income and interest-rate sensitivity—like a thermostat that is reprogrammed at intervals so your heating cost adjusts in steps to current conditions rather than staying completely fixed or constantly changing.

Non-Cumulative Perpetual Preferred Stock financial

"Non-Cumulative Perpetual Preferred Stock, Series C"

Non-cumulative perpetual preferred stock is a type of investment that pays a fixed dividend forever, without a set end date. If the company skips some dividends in a year, you don’t get that money later, and it’s gone forever. It matters because investors get regular income but may miss out if the company faces financial trouble.

liquidation preference financial

"with a liquidation preference of $1,000 per 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.

Certificate of Designations regulatory

"filed a Certificate of Designations"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

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

Bread Financial issued and sold 5,000,000 depositary shares on November 3, 2026. Each depositary share represents a 1/40th interest in one share of Series C preferred stock.

The Series C security is designated as 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock and has a liquidation preference of $1,000 per preferred share.

Yes. Bread Financial granted the underwriters an option to purchase up to 750,000 additional depositary shares at the same price for 30 days following October 27, 2026, subject to the underwriting agreement.

If Bread Financial does not declare and pay or set aside sufficient Series C dividends for the immediately preceding dividend period, restrictions apply to distributions on junior-ranking stock and to repurchases, redemptions or other acquisitions for consideration of stock ranking on parity with or junior to Series C.

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

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

November 2, 2026

LOGO

BREAD FINANCIAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-15749	31-1429215
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3095 LOYALTY CIRCLE

COLUMBUS, Ohio 43219

(Address and Zip Code of Principal Executive Offices)

(614) 729-4000

(Registrant’s Telephone Number, including Area Code)

NOT APPLICABLE

(Former name or former address, if changed since last report)☐

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BFH	NYSE
Depositary Shares, Each Representing a 1/40th Interest in a Share of 8.625% Non-Cumulative Perpetual Preferred Stock, Series A	BFH PrA	NYSE
Depositary Shares, Each Representing a 1/40th Interest in a Share of 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B	BFH PrB	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03

Material Modification to Rights of Security Holders.

On November 2, 2026, Bread Financial Holdings, Inc. (the “Company”) filed a Certificate of Designations (effective November 3, 2026) (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, establishing the voting rights, powers, preferences and privileges, and the relative, participating, optional and other rights, and the qualifications, limitations or restrictions thereof, 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 $1,000 per share. Under the terms of the Series C Preferred Stock, the ability of the Company to declare, pay or set aside any payment for dividend or distribution on any shares of stock ranking junior to the Series C Preferred Stock, or repurchase, redeem or otherwise acquire for consideration, directly or indirectly, any shares of stock ranking on parity with or junior to the Series C Preferred Stock, is subject to restrictions in the event that the Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series C Preferred Stock for the immediately preceding dividend period.

On November 3, 2026, the Company issued and sold 5,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Series C Preferred Stock. In addition, pursuant to the underwriting agreement (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 (in such capacity, the “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 Depositary Shares were issued pursuant to a Deposit Agreement, dated November 3, 2026, among the Company, Computershare Inc. and Computershare Trust Company, N.A. jointly as depositary, and the holders from time to time of the depositary receipts described therein, to which Deposit Agreement the form of depositary receipt is attached as Exhibit A (the “Deposit Agreement”). Holders of the Depositary Shares will be entitled to all proportional rights and preferences of the Series C Preferred Stock (including dividend, voting, redemption and liquidation rights).

The descriptions of the terms of the Series C Preferred Stock and the Depositary Shares are qualified in their entirety by reference to the Certificate of Designations and the Deposit Agreement, respectively, which are included as Exhibits 3.1 and 4.1 to this Current Report on Form 8-K and are incorporated by reference herein. The validity opinion with respect to the Depositary Shares and the Series C Preferred Stock is filed with this Current Report on Form 8-K as Exhibit 5.1.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Certificate of Designations became effective November 3, 2026 after filing with the Secretary of State of the State of Delaware on November 2, 2026 and it amends the Company’s Third Amended and Restated Certificate of Incorporation. The terms of the Series C Preferred Stock are more fully described in Item 3.03 of this Current Report on Form 8-K and the Certificate of Designations which is included as Exhibit 3.1 to this Current Report on Form 8-K, both of which are incorporated by reference herein.

Item 8.01

Other Events.

On October 27, 2026, the Company entered into the Underwriting Agreement with the Representatives, pursuant to which the Company agreed to issue and sell an aggregate of up to 5,750,000 Depositary Shares, including up to an additional 750,000 Depositary Shares pursuant to the option granted by the Company to the Underwriters therein, subject to the conditions set forth in the Underwriting Agreement.

The description of the Underwriting Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Document Description

1.1		Underwriting Agreement, dated October 27, 2026, among the Company, 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 listed in Schedule 1 thereto.

3.1		Certificate of Designations of 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.01 per share, of the Company, dated November 3, 2026.

4.1		Deposit Agreement, dated November 3, 2026, among the Company, Computershare Inc. and Computershare Trust Company, N.A. jointly as depositary, and the holders from time to time of the depositary receipts described therein.

4.2		Form of Depositary Receipt (included in Exhibit 4.1 hereto).

5.1		Opinion of Davis Polk & Wardwell LLP.

23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Bread Financial Holdings, Inc.

Date: November 3, 2026

/s/ Joseph L. Motes III

Joseph L. Motes III

Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

8 documents