Bread Financial (NYSE: BFH) plans Series B preferred depositary share sale
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Bread Financial Holdings, Inc. announced the launch of an underwritten public offering of depositary shares, each representing a 1/40th interest in its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B. Each Depositary Share has a liquidation preference of $25, equivalent to $1,000 per share of Series B Preferred Stock.
The company expects to apply to list the Depositary Shares on the NYSE and plans to use net proceeds for general corporate purposes. These may include contributing or lending funds to subsidiary bank Comenity Capital Bank and funding share repurchases. Completion of the offering is subject to market and other conditions.
Positive
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Negative
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Insights
Bread Financial is launching a new preferred stock depositary share offering to raise flexible capital.
Bread Financial is initiating an underwritten public offering of Depositary Shares tied to its Series B non-cumulative perpetual preferred stock, with a liquidation preference of $25 per Depositary Share. This is being done off an existing Form S-3 shelf using a prospectus supplement and joint bookrunners.
The proceeds are earmarked for general corporate purposes, including potential capital support to subsidiary Comenity Capital Bank and possible share repurchases. This structure can diversify funding and add an additional layer of regulatory capital at the bank level, subject to applicable rules.
Execution depends on market and other conditions, and the company notes there is no assurance the transaction will be completed on the described terms. Subsequent disclosures in company filings and the final prospectus supplement will clarify the size, pricing and final terms of the preferred issuance.
8-K Event Classification
2 items: 8.01, 9.01
2 items
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, and exhibit attachments filed with this report.
Key Figures
Liquidation preference per Depositary Share: $25 per Depositary Share
Liquidation preference per Series B Preferred share: $1,000 per preferred share
2 metrics
Liquidation preference per Depositary Share
$25 per Depositary Share
Each Depositary Share representing 1/40th share of Series B Preferred Stock
Liquidation preference per Series B Preferred share
$1,000 per preferred share
Equivalent value across 40 Depositary Shares per Series B Preferred share
Key Terms
Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Depositary Shares, prospectus supplement, Form S-3, +1 more
5 terms
Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock financial
"its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share"
prospectus supplement regulatory
"The offering is being made pursuant to an effective registration statement ... and a prospectus supplement."
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Form S-3 regulatory
"pursuant to an effective registration statement (including a prospectus) on Form S-3 previously filed"
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.
forward-looking statements regulatory
"This news release contains forward-looking statements, including, but not limited to, statements related to the Depositary Shares offering"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Offering Details
shelf
Offering
Offering Type
shelf
Use of Proceeds
General corporate purposes, including possible contributions or loans to Comenity Capital Bank and share repurchases.
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):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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 | ||||||||||||
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 8.01 Other Events.
On May 5, 2026, Bread Financial Holdings, Inc. (the “Company”) issued a press release announcing the launch of a public offering of depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share (the “Series B Preferred Stock”), with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series B Preferred Stock). A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference. 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 one of its subsidiary banks, Comenity Capital Bank, and share repurchases. The offering of the Depositary Shares is subject to market and other conditions.
This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 do not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Document Description | |||||||
99.1 | Press release announcing the launch of the offering of Depositary Shares representing interests in Series B Preferred Stock, dated May 5, 2026. | |||||||
| 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.
| Bread Financial Holdings, Inc. | ||||||||
| Date: May 5, 2026 | By: | /s/ Joseph L. Motes III | ||||||
| Joseph L. Motes III Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | ||||||||
Exhibit 99.1
Bread Financial Announces Launch of an Offering of Depositary Shares Representing Interests in Its Series B Preferred Stock
COLUMBUS, Ohio, May 5, 2026 – Bread Financial Holdings, Inc. (NYSE: BFH) (“Bread Financial” or the “Company”) announced today the launch of an underwritten public offering of depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share (the “Series B Preferred Stock”), with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series B Preferred Stock).
The Company expects to apply to list the Depositary Shares on The New York Stock Exchange.
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 one of its subsidiary banks, Comenity Capital Bank, and share repurchases.
Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Investment Bank, Wells Fargo Securities, LLC and Keefe, Bruyette & Woods, A Stifel Company, are acting as joint bookrunners for the offering.
Consummation of the offering of the Depositary Shares is subject to market and other conditions, and there can be no assurance that the Company will be able to successfully complete this transaction on the terms described above, or at all.
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; RBC Capital Markets, LLC at 1-866-375-6829; UBS Investment Bank at 1-833-481-0269; Wells Fargo Securities, LLC at 1-800-645-3751; and Keefe, Bruyette & Woods, A Stifel Company, at 1‐800‐966‐1559.
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 market conditions, inflation, interest rates, labor 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; global 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 ability of the Company’s subsidiary banks, Comenity Bank and Comenity Capital Bank (the “Banks”), to pay dividends to it; 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 Banks; 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
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FAQ
What security is Bread Financial (BFH) offering in this 8-K announcement?
Bread Financial is launching an underwritten public offering of depositary shares, each representing a 1/40th interest in its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B. Each Depositary Share carries a liquidation preference of $25, equivalent to $1,000 per share of Series B Preferred Stock.