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

Rhea-AI Filing Summary

Bread Financial Holdings, Inc. announced it has launched a public offering of depositary shares, each representing a 1/40th interest in a share of its Non-Cumulative Perpetual Preferred Stock, Series A. Each depositary share carries 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 contributing or lending funds to its subsidiary bank, Comenity Capital Bank, and repurchasing common shares. The offering is subject to market and other conditions and is being made through a separate prospectus, not through this announcement.

Insights

Bank capital structure analyst

BFH plans a Series A preferred stock depositary share offering to raise capital.

Bread Financial is launching a public offering of depositary shares tied to its Non-Cumulative Perpetual Preferred Stock, Series A. Each depositary share represents a 1/40th interest in a preferred share with a liquidation preference of $25, equivalent to $1,000 per preferred share. This structure is common for banks seeking additional Tier 1-like capital without diluting common shareholders directly.

The company states it intends to use net proceeds for general corporate purposes, including potentially contributing or lending funds to Comenity Capital Bank and repurchasing common stock. This mix suggests flexibility between strengthening bank capital and managing common equity. The offering is explicitly described as subject to market and other conditions, so actual proceeds and timing will depend on investor demand and market stability.

The announcement also reiterates standard securities law language that this communication and the related press release do not themselves constitute an offer to sell or a solicitation to buy these securities. Subsequent disclosures in company materials would provide the final terms, such as the total size of the issuance and any dividend rate on the Series A preferred stock.

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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 20, 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 November 20, 2025, 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 Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (the “Series A Preferred Stock”), with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series A 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 A Preferred Stock, dated November 20, 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: November 20, 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 Holdings (BFH) announce in this Form 8-K?

Bread Financial Holdings announced the launch of a public offering of depositary shares, each representing a 1/40th interest in a share of its Non-Cumulative Perpetual Preferred Stock, Series A.

What are the key terms of Bread Financials new depositary shares?

Each depositary share represents a 1/40th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock with a $25 liquidation preference per depositary share, equivalent to $1,000 per preferred share.

How does Bread Financial plan to use the proceeds from the depositary share offering?

Bread Financial intends to use the net proceeds for general corporate purposes, which may include contributing or lending funds to its subsidiary bank, Comenity Capital Bank, and share repurchases.

Is the Bread Financial (BFH) depositary share offering guaranteed to be completed?

No. The company states that the offering of the Depositary Shares is subject to market and other conditions, so completion depends on those factors.

Does this 8-K itself constitute an offer to sell the BFH depositary shares?

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

Which exhibit in the 8-K contains more details on the BFH depositary share offering?

Exhibit 99.1 is a press release announcing the launch of the offering of depositary shares representing interests in the Series A Preferred Stock, dated November 20, 2025.