[8-K] BREAD FINANCIAL HOLDINGS, INC. Reports Material Event

Rhea-AI Filing Summary

Bread Financial Holdings (BFH) entered a purchase agreement to sell $500 million of 6.750% senior notes due May 15, 2031 in a private offering under Rule 144A/Reg S. The notes will be issued at par, with expected net proceeds of approximately $493 million, and closing is expected on November 6, 2025, subject to customary conditions.

The company plans to use the proceeds, together with about $275 million of cash on hand, to redeem in full its outstanding 9.750% Senior Notes due 2029, of which $719 million principal is outstanding, including the make‑whole premium. The new notes will be guaranteed by certain subsidiaries. The announcement was accompanied by a Rule 135c pricing press release. The securities will not be registered under the Securities Act and may be offered only pursuant to applicable exemptions.

Insights

Credit markets analyst

Refinances higher‑coupon 2029 debt with new 2031 notes.

Bread Financial priced $500 million of 6.750% senior notes due 2031 at par, generating about $493 million in net proceeds. The company plans to pair this with about $275 million of cash to redeem in full its 9.750% senior notes due 2029 (outstanding principal $719 million) including the make‑whole premium.

This transaction extends maturity to 2031 and replaces a higher coupon with a lower one, subject to customary closing conditions. Actual interest expense and cash impacts will also reflect the make‑whole premium and issuance costs as disclosed.

Closing is expected on November 6, 2025. Subsequent disclosures may detail redemption execution and any changes to liquidity or leverage following settlement.

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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):

October 28, 2025

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

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 1.01 Entry into a Material Definitive Agreement.

On October 28, 2025, Bread Financial Holdings, Inc. (the “Company”) and certain of its subsidiary guarantors (the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with Wells Fargo Securities, LLC and BMO Capital Markets Corp., as representatives of the several initial purchasers named therein (collectively, the “Initial Purchasers”), under which the Company agreed to sell $500 million aggregate principal amount of 6.750% senior notes (the “Notes”), in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will mature on May 15, 2031 and will be issued at 100% of the principal amount thereof for net proceeds of approximately $493 million, after deducting the Initial Purchasers' discount and the Company’s estimated offering expenses. The closing of the issuance of the Notes is expected to occur on November 6, 2025, subject to customary closing conditions. The Company intends to use the net proceeds from the Notes offering, together with approximately $275 million of cash on hand, for the redemption in full (including the make-whole premium) of its outstanding 9.750% Senior Notes due 2029 (the “2029 Notes”) (of which there is $719 million aggregate principal amount outstanding).

The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Guarantors and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”).

Item 8.01 Other Events.

On October 28, 2025, the Company issued a press release (the “Release”) pursuant to Rule 135c under the Securities Act relating to the pricing of the Notes. In accordance with Rule 135c(d) under the Securities Act, a copy of the Release is attached hereto as Exhibit 99.1 to this Report.

The foregoing is qualified by reference to the Release that is attached as Exhibit 99.1 to this Report, which is incorporated herein by reference.

This Report, the Purchase Agreement attached hereto as Exhibit 10.1 and the 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, and neither this Report nor the Release constitute a notice of redemption for the 2029 Notes. The Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Document Description
10.1						Purchase Agreement, dated October 28, 2025, by and among the Company, the Guarantors and the Initial Purchasers.
99.1						Press release announcing the pricing of the Notes offering, dated October 28, 2025.
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: October 28, 2025			By:			/s/ Joseph L. Motes III
						Joseph L. Motes III Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

FAQ

What debt is Bread Financial (BFH) issuing?

BFH agreed to sell $500 million of 6.750% senior notes due May 15, 2031 in a private Rule 144A/Reg S offering.

How will BFH use the proceeds from the new notes?

BFH plans to use about $493 million in net proceeds, plus roughly $275 million of cash, to redeem in full its 9.750% Senior Notes due 2029.

What is the amount of 2029 notes outstanding at BFH?

There is $719 million aggregate principal amount of 9.750% Senior Notes due 2029 outstanding.

When is the new notes offering expected to close for BFH?

Closing is expected on November 6, 2025, subject to customary closing conditions.

Will the new BFH notes be registered with the SEC?

No. The notes will not be registered under the Securities Act and may be offered or sold only pursuant to applicable exemptions.

Did BFH issue a press release about the pricing?

Yes. A Rule 135c pricing press release was issued on October 28, 2025 and filed as Exhibit 99.1.