Bread Financial (NYSE: BFH) sells Series B preferred via depositary shares

Bread Financial (NYSE: BFH) sells Series B preferred via depositary shares

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What new security did Bread Financial (BFH) create in this 8-K?

How many Bread Financial (BFH) depositary shares were issued for Series B preferred?

What dividend restrictions apply to Bread Financial (BFH) common and parity stock?

How are Bread Financial (BFH) Series B preferred rights accessed by investors?

What agreements govern Bread Financial’s (BFH) Series B preferred and depositary shares?

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(High)

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8-K

Bread Financial Holdings, Inc. created a new class of preferred stock and raised capital through an offering of depositary shares. The company established 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, with a liquidation preference of $1,000 per share via a Certificate of Designations that amends its charter. On May 12, 2026, it issued and sold 5,400,000 depositary shares, each representing a 1/40th interest in a Series B preferred share, including 600,000 depositary shares from an underwriters’ option. Holders of the depositary shares receive proportional dividend, voting, redemption and liquidation rights of the Series B preferred stock, and dividend restrictions apply to junior and parity stock if Series B dividends are not declared and funded.

Bread Financial adds high-coupon preferred capital with charter changes.

Bread Financial has introduced 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, with a $1,000 liquidation preference per share, delivered to investors through depositary shares. This bolsters its regulatory capital stack with a fixed-rate, non-cumulative instrument.

The company issued 5,400,000 depositary shares, each representing a 1/40th interest in a Series B preferred share, under an underwriting agreement dated May 5, 2026. The agreement allowed up to 5,520,000 depositary shares, including a 720,000-share option.

The terms restrict dividends and repurchases on junior and parity stock if Series B dividends are not declared and funded, which can influence future common equity distributions. Actual impact on existing holders depends on the total capital raised and future dividend policy as disclosed in subsequent filings.

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Series B coupon rate: 8.875% Liquidation preference: $1,000 per share Depositary shares issued: 5,400,000 depositary shares +4 more

7 metrics

Series B coupon rate 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B

Liquidation preference $1,000 per share Series B preferred stock

Depositary shares issued 5,400,000 depositary shares Issued and sold on May 12, 2026

Option shares exercised 600,000 depositary shares Purchased under the underwriters’ option

Maximum offering size 5,520,000 depositary shares Aggregate amount under May 5, 2026 underwriting agreement

Maximum option 720,000 depositary shares Additional shares available under underwriters’ option

Interest per preferred share 1/40th share per depositary share Each depositary share represents 1/40th interest in Series B

Certificate of Designations, Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Depositary Shares, Deposit Agreement, +1 more

5 terms

Certificate of Designations regulatory

"filed a Certificate of Designations (effective May 12, 2026)"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock financial

"8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B"

Depositary Shares financial

"issued and sold 5,400,000 depositary shares (the “Depositary Shares”)"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

Deposit Agreement regulatory

"The Depositary Shares were issued pursuant to a Deposit Agreement, dated May 12, 2026"

A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.

Underwriting Agreement financial

"option to purchase additional Depositary Shares granted by the Company in the underwriting agreement"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Understanding 8-K Material Events →

05/12/2026 - 12:22 PM

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):

May 12, 2026

LOGO

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
Depositary Shares, Each Representing a 1/40th Interest in a Share of 8.625% Non-Cumulative Perpetual Preferred Stock, Series A	BFH PrA	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 3.03 Material Modification to Rights of Security Holders.

On May 11, 2026, Bread Financial Holdings, Inc. (the “Company”) filed a Certificate of Designations (effective May 12, 2026) (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, establishing the voting rights, powers, preferences and privileges, and the relative, participating, optional and other rights, and the qualifications, limitations or restrictions thereof, of its 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share (the “Series B Preferred Stock”), with a liquidation preference of $1,000 per share. Under the terms of the Series B Preferred Stock, the ability of the Company to declare, pay or set aside any payment for dividend or distribution on any shares of stock ranking junior to the Series B Preferred Stock, or repurchase, redeem or otherwise acquire for consideration, directly or indirectly, any shares of stock ranking on parity with or junior to the Series B Preferred Stock, is subject to restrictions in the event that the Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series B Preferred Stock for the immediately preceding dividend period.

On May 12, 2026, the Company issued and sold 5,400,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Series B Preferred Stock, including 600,000 Depositary Shares purchased pursuant to the option to purchase additional Depositary Shares granted by the Company in the underwriting agreement (the “Underwriting Agreement”), dated May 5, 2026, between the Company and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Keefe, Bruyette & Woods, Inc., as representatives (in such capacity, the “Representatives”) of the underwriters named therein. The Depositary Shares were issued pursuant to a Deposit Agreement, dated May 12, 2026, among the Company, Computershare Inc. and Computershare Trust Company, N.A. jointly as depositary, and the holders from time to time of the depositary receipts described therein, to which Deposit Agreement the form of depositary receipt is attached as Exhibit A (the “Deposit Agreement”). Holders of the Depositary Shares will be entitled to all proportional rights and preferences of the Series B Preferred Stock (including dividend, voting, redemption and liquidation rights).

The descriptions of the terms of the Series B Preferred Stock and the Depositary Shares are qualified in their entirety by reference to the Certificate of Designations and the Deposit Agreement, respectively, which are included as Exhibits 3.1 and 4.1 to this Current Report on Form 8-K and are incorporated by reference herein. The validity opinion with respect to the Depositary Shares and the Series B Preferred Stock is filed with this Current Report on Form 8-K as Exhibit 5.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Certificate of Designations became effective May 12, 2026 after filing with the Secretary of State of the State of Delaware on May 11, 2026 and it amends the Company’s Third Amended and Restated Certificate of Incorporation. The terms of the Series B Preferred Stock are more fully described in Item 3.03 of this Current Report on Form 8-K and the Certificate of Designations which is included as Exhibit 3.1 to this Current Report on Form 8-K, both of which are incorporated by reference herein.

Item 8.01 Other Events.

On May 5, 2026, the Company entered into the Underwriting Agreement with the Representatives, pursuant to which the Company agreed to issue and sell an aggregate of up to 5,520,000 Depositary Shares, including up to an additional 720,000 Depositary Shares pursuant to the option granted by the Company to the Underwriters therein, subject to the conditions set forth in the Underwriting Agreement.

The description of the Underwriting Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Document Description

1.1		Underwriting Agreement, dated May 5, 2026, among the Company, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Keefe, Bruyette & Woods, Inc., as representatives of the underwriters listed in Schedule 1 thereto.

3.1		Certificate of Designations of 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, of the Company, dated May 12, 2026.

4.1		Deposit Agreement, dated May 12, 2026, among the Company, Computershare Inc. and Computershare Trust Company, N.A. jointly as depositary, and the holders from time to time of the depositary receipts described therein.

4.2		Form of Depositary Receipt (included in Exhibit 4.1 hereto).

5.1		Opinion of Davis Polk & Wardwell LLP.

23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).

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.

Source: View Original Filing on SEC EDGAR

Bread Financial created 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, with a $1,000 per share liquidation preference, delivered to investors through depositary shares representing fractional interests in each preferred share.

Bread Financial issued 5,400,000 depositary shares, each representing a 1/40th interest in a Series B preferred share. This total includes 600,000 depositary shares sold under the underwriters’ option described in the May 5, 2026 underwriting agreement.

If Bread Financial does not declare and fund dividends for the immediately preceding period on the Series B preferred, it is restricted from paying dividends or repurchasing shares that rank junior or on parity with the Series B preferred, limiting distributions to common and similar securities.

Investors hold depositary shares, each equal to a 1/40th interest in a Series B preferred share. These depositary shares carry proportional dividend, voting, redemption and liquidation rights through a Deposit Agreement with Computershare acting jointly as depositary.

The Series B preferred terms are set by a Certificate of Designations that amends the charter, while a Deposit Agreement dated May 12, 2026 governs the depositary shares. An underwriting agreement dated May 5, 2026 covers the offering mechanics.

8 documents

Bread Financial Holdings, Inc.

Date: May 12, 2026

/s/ Joseph L. Motes III

Joseph L. Motes III

Executive Vice President, Chief Administrative Officer, General Counsel and Secretary