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

Rhea-AI Filing Summary

Bread Financial Holdings (BFH) announced a conditional plan to redeem all of its outstanding 9.750% senior notes due 2029. The company expects the redemption on November 7, 2025, at par plus a make‑whole premium and accrued interest, if a stated financing condition is met.

The redemption is conditioned on completing one or more debt financings that deliver at least $500 million in gross proceeds by 11:00 a.m. New York City time on the Redemption Date. BFH also disclosed it intends to use the net proceeds from a privately placed offering of senior notes, together with approximately $275 million of cash on hand, to redeem in full its 2029 Notes, of which $719 million aggregate principal amount is outstanding. The new offering is subject to market and other conditions and will not be registered under the Securities Act.

Insights

Credit strategist

Refinancing of 9.750% notes planned, contingent on ≥$500M new debt.

Bread Financial plans to redeem its 9.750% 2029 notes at par plus a make‑whole premium and accrued interest. The transaction hinges on receiving at least $500 million in gross proceeds from new senior notes, with the redemption targeted for November 7, 2025.

Mechanically, this is a refinancing: cash raised from the private notes, combined with about $275 million cash on hand, is intended to retire the remaining $719 million principal of the 2029 Notes. Make‑whole treatment increases near‑term cash outlay, while the private nature of the new issuance means terms and pricing are not disclosed here.

Key dependencies include market conditions and satisfaction (or waiver) of the financing condition by the deadline on the Redemption Date. Actual balance‑sheet impact will depend on the final size, coupon, and tenor of the new notes.

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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 2.04 Triggering Event That Accelerates or Increases a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

On October 28, 2025, Bread Financial Holdings, Inc. (the “Company”) issued a conditional notice of redemption to redeem all of its outstanding 9.750% senior notes due 2029 (the “2029 Notes”). The redemption is expected to occur on November 7, 2025 (the “Redemption Date”), subject to satisfaction or waiver by the Company of the Condition (as defined below). The 2029 Notes were issued under an indenture (the “Indenture”) dated as of December 22, 2023, by and among the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association as trustee (the “Trustee”). The 2029 Notes will be redeemed pursuant to Article 3 of the Indenture if the Condition is satisfied or waived. The 2029 Notes will be redeemed at par, plus a “make-whole” premium, plus accrued and unpaid interest to, but not including, the Redemption Date.

The redemption of the 2029 Notes is conditioned upon the completion by the Company of one or more debt financings in an aggregate principal amount of at least $500 million and the receipt by the Company (or the Trustee on behalf of the Company) of not less than $500 million in gross proceeds therefrom no later than 11:00 a.m. New York City time on the Redemption Date (the “Condition”), which the Company expects to satisfy upon closing of the offering of Notes (as defined below). Any such financings are subject to market and other conditions. There can be no guarantee that the Condition will be satisfied.

Item 8.01 Other Events.

On October 28, 2025, the Company issued a press release announcing a private offering of senior notes (the “Notes”). 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 offering of Notes announced today, together with approximately $275 million cash on hand, for the redemption in full of its 2029 Notes (of which there is $719 million aggregate principal amount outstanding). The offering of the Notes is subject to market and other conditions.

This Current Report on Form 8-K (this “Report”) and the press release attached hereto as Exhibit 99.1 (the “Release”) 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 of 1933, as amended (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
99.1						Press release announcing 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 did BFH announce in this 8-K?

BFH issued a conditional notice to redeem all outstanding 9.750% senior notes due 2029, targeting November 7, 2025, subject to a financing condition.

How much of the 2029 Notes are outstanding for BFH (BFH)?

There is $719 million aggregate principal amount of the 2029 Notes outstanding.

What condition must be satisfied for the redemption to occur?

Completion of one or more debt financings with at least $500 million in gross proceeds received by 11:00 a.m. New York City time on the Redemption Date.

How does BFH plan to fund the redemption?

BFH intends to use net proceeds from a private offering of senior notes plus approximately $275 million cash on hand.

At what price will the 2029 Notes be redeemed?

At par, plus a make‑whole premium, plus accrued and unpaid interest to, but not including, the Redemption Date.

Is the new notes offering registered?

No. The offering will not be registered under the Securities Act and is subject to market and other conditions.