Bread Financial Holdings, Inc. filed a Form 8-K on October 27, 2026, disclosing the launch of a public offering of depositary shares representing interests in its new Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C.

Key Highlights

  • New preferred series: The offering covers depositary shares, each representing a 1/40th interest in a share of Series C Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share.
  • Liquidation preference: Each depositary share carries a liquidation preference of $25, equivalent to $1,000 per share of Series C Preferred Stock, according to the filing.
  • Intended use of proceeds: The company disclosed it intends to use net proceeds for general corporate purposes, which may include contributing or lending proceeds to its subsidiary bank, Comenity Capital Bank, and share repurchases.
  • Condition on offering: The filing states the offering "is subject to market and other conditions."
  • Signed by: Joseph L. Motes III, Executive Vice President, Chief Administrative Officer, General Counsel and Secretary, signed the filing on behalf of the registrant.

Bread Financial Announces Series C Preferred Stock Depositary Share Launch

Bread Financial Holdings, Inc. (NYSE:BFH), headquartered at 3095 Loyalty Circle, Columbus, Ohio 43219, reported via an 8-K current report dated October 27, 2026, that it issued a press release announcing the launch of a public offering of depositary shares. According to the filing, each depositary share represents a 1/40th interest in a share of the company's Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, with a par value of $0.01 per share.

The filing discloses that each depositary share carries a liquidation preference of $25, which the company states is equivalent to $1,000 per share of Series C Preferred Stock. The company indicated that the net proceeds from the sale are intended for general corporate purposes. The filing specifically notes that such purposes "may include contributing or lending all or a portion of the proceeds to its subsidiary bank, Comenity Capital Bank, and share repurchases."

The filing includes a standard notice that the 8-K and the attached press release "do not constitute an offer to sell or the solicitation of an offer to buy these securities," and notes the offering remains subject to market and other conditions. The press release, attached as Exhibit 99.1, is incorporated by reference into the filing. Bread Financial already has two series of depositary shares listed on the NYSE: Series A (NYSE:BFH PrA), representing interests in 8.625% Non-Cumulative Perpetual Preferred Stock, and Series B (NYSE:BFH PrB), representing interests in 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock.

What Was Disclosed

Bread Financial Holdings filed an 8-K on October 27, 2026, announcing the launch of a public offering of Series C Preferred Stock depositary shares with a $25 liquidation preference per depositary share, with proceeds intended for general corporate purposes including potential contributions to Comenity Capital Bank and share repurchases.