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

Rhea-AI Filing Summary

Bread Financial Holdings, Inc. announced the pricing of an underwritten public offering of up to 3,000,000 depositary shares, each representing a 1/40th interest in its 8.625% Non-Cumulative Perpetual Preferred Stock, Series A. Each Depositary Share has 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 funding subsidiary Comenity Capital Bank and repurchasing common shares. The Depositary Shares and underlying preferred stock are being issued under an effective Form S-3 shelf registration and a related prospectus supplement.

Insights

Capital Markets Analyst

Bread Financial is issuing 8.625% preferred via 3,000,000 depositary shares.

Bread Financial Holdings, Inc. has priced an underwritten public offering of up to 3,000,000 depositary shares, each tied to a 1/40th interest in its 8.625% Non-Cumulative Perpetual Preferred Stock, Series A. Each Depositary Share carries a $25 liquidation preference, equivalent to $1,000 per share of the Series A preferred.

This move adds a layer of perpetual preferred capital, which ranks above common equity in the capital structure and pays a fixed 8.625% rate on the preferred shares. Because the preferred is non-cumulative, missed dividends do not accrue, which can be less onerous for the issuer than cumulative preferreds if conditions become stressed.

The company states that net proceeds are intended for general corporate purposes, including potentially contributing or lending funds to subsidiary Comenity Capital Bank and funding share repurchases. The actual impact on common shareholders will depend on how much capital is shifted to the bank versus used for buybacks, but the transaction is fully registered on Form S-3 with a related prospectus supplement dated November 20, 2025.

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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”) announced the pricing of an underwritten public offering of up to 3,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of its 8.625% 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). 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.

A copy of a press release announcing the pricing of the offering is filed as Exhibit 99.1 hereto and incorporated herein by reference.

The offering of the Depositary Shares and the Series A Preferred Stock has been registered under the Securities Act pursuant to a registration statement on Form S-3 (Registration No. 333-291573) (the “Registration Statement”), and a prospectus supplement, dated November 20, 2025, which will be filed with the SEC pursuant to Rule 424(b) of the Securities Act no later than the second business day following the date it was first used in connection with the public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Document Description
99.1						Press release announcing the pricing 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, Inc. (BFH) announce in this 8-K?

Bread Financial Holdings, Inc. announced the pricing of an underwritten public offering of up to 3,000,000 depositary shares representing interests in its 8.625% Non-Cumulative Perpetual Preferred Stock, Series A.

What security is BFH offering and what does each Depositary Share represent?

BFH is offering Depositary Shares, each representing a 1/40th interest in a share of its 8.625% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share.

What is the liquidation preference of Bread Financial’s new Depositary Shares?

Each Depositary Share has a liquidation preference of $25, which is equivalent to $1,000 per share of the underlying Series A preferred stock.

How does Bread Financial plan to use the net proceeds from this offering?

BFH 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.

Under what registration statement is the BFH preferred offering being made?

The offering of the Depositary Shares and Series A preferred is registered under a Form S-3 shelf registration statement, Registration No. 333-291573, with a related prospectus supplement dated November 20, 2025.

Is the 8.625% Series A preferred stock being sold directly or through Depositary Shares?

The 8.625% Series A preferred stock is being offered indirectly through Depositary Shares, with each Depositary Share representing a fractional 1/40th interest in one share of the Series A preferred.