Bread Financial (NYSE: BFH) reports $150,000,000 notes tender results

Rhea-AI Filing Summary

Bread Financial Holdings, Inc. filed a current report to note that on August 22, 2025 it issued a press release announcing the expiration and results of its previously announced cash tender offer. The offer related to up to $150,000,000 in aggregate principal amount of the company’s 9.750% Senior Notes due 2029 and 8.375% Fixed-Rate Reset Subordinated Notes due 2035. The company emphasizes that this communication and the related press release are not an offer to sell or a solicitation to buy these securities in any jurisdiction where such activity would be unlawful.

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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):

August 22, 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 8.01 Other Events.

On August 22, 2025, the Company issued a press release announcing the expiration and results of its previously announced cash tender offer of up to $150,000,000 in aggregate principal amount of the Company’s 9.750% Senior Notes due 2029 and 8.375% Fixed-Rate Reset Subordinated Notes due 2035. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

This Current Report on Form 8-K and the press release attached hereto as Exhibits 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 expiration and results of its previously announced cash tender offer of up to $150,000,000 in aggregate principal amount of the Company’s 9.750% Senior Notes due 2029 and 8.375% Fixed-Rate Reset Subordinated Notes due 2035.
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: August 22, 2025			By:			/s/ Joseph L. Motes III
						Joseph L. Motes III Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

FAQ

What did Bread Financial (BFH) disclose in this Form 8-K?

Bread Financial Holdings, Inc. disclosed that it issued a press release on August 22, 2025 announcing the expiration and results of its previously announced cash tender offer for certain of its notes.

Which securities were covered by Bread Financial’s cash tender offer?

The tender offer covered up to $150,000,000 in aggregate principal amount of Bread Financial’s 9.750% Senior Notes due 2029 and its 8.375% Fixed-Rate Reset Subordinated Notes due 2035.

Does this 8-K mean Bread Financial is offering to sell new securities?

No. The company states that this report and the attached press release do not constitute an offer to sell or the solicitation of an offer to buy these securities in any jurisdiction where such actions would be unlawful.

Where can investors find the detailed results of Bread Financial’s tender offer?

The detailed expiration and results of the tender offer are provided in the press release attached as Exhibit 99.1 to the report and incorporated by reference.

What exhibits did Bread Financial include with this 8-K filing?

The filing includes Exhibit 99.1, a press release announcing the expiration and results of the cash tender offer, and Exhibit 104, the cover page interactive data file embedded in the Inline XBRL document.

What is the trading symbol and exchange for Bread Financial’s common stock?

Bread Financial’s common stock, with a par value of $0.01 per share, trades on the NYSE under the symbol BFH.