Every material Form 8-K Bread Financial Holdings has filed with the SEC since October 24, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Bread Financial Holdings issued and sold 5,000,000 depositary shares on November 3, 2026, each representing a 1/40th interest in a share of its 9.375% Series C Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, which has a $1,000 liquidation preference per share. The Series C terms restrict dividends on junior stock and repurchases of parity or junior stock if the company does not declare and pay or set aside dividends on the Series C for the prior dividend period. Holders of the depositary shares receive proportional dividend, voting, redemption and liquidation rights.
5,000,000 depositary shares issued and sold on November 3, 2026, each a 1/40th interest in a Series C preferred share
Series C carries a 9.375% fixed rate reset, non-cumulative perpetual preferred stock with a $1,000 liquidation preference per share
Underwriters hold a 30-day option, from October 27, 2026, to buy up to 750,000 additional depositary shares
Certificate of Designations filed with Delaware on November 2, 2026 and effective November 3, 2026
Bread Financial Holdings priced an underwritten public offering of 5,000,000 depositary shares, each representing a 1/40th interest in its 9.375% Series C fixed rate reset non-cumulative perpetual preferred stock. The company expects approximately $120,162,500 in net proceeds, assuming no exercise of the underwriters' option, for general corporate purposes that may include contributing or lending funds to its subsidiary bank, Comenity Capital Bank, and share repurchases. Shareholders will see new preferred securities outstanding once the offering closes, expected November 3, 2026.
5,000,000 depositary shares priced, each with a $25 liquidation preference (equivalent to $1,000 per Series C preferred share)
Underwriters have a 30-day option to buy up to an additional 750,000 depositary shares at the same price
Expected net proceeds of approximately $120,162,500 without option exercise; closing expected November 3, 2026
Proceeds may fund general corporate purposes, including contributions or loans to Comenity Capital Bank and share repurchases
Bread Financial announced the launch of an underwritten public offering of depositary shares, each representing a 1/40th interest in its Series C Non-Cumulative Perpetual Preferred Stock, with a $25 liquidation preference per depositary share. The company intends to use net proceeds for general corporate purposes, which may include contributing or lending funds to its subsidiary bank, Comenity Capital Bank, and share repurchases. The filing does not state the offering size, and completion depends on market and other conditions.
Each depositary share has a $25 liquidation preference, equivalent to $1,000 per Series C preferred share
Proceeds may go to general corporate purposes, including the subsidiary bank Comenity Capital Bank and share repurchases
The company expects to apply to list the depositary shares on the New York Stock Exchange
Morgan Stanley & Co. LLC, Keefe, Bruyette & Woods, RBC Capital Markets, UBS Investment Bank and Wells Fargo Securities are joint bookrunners
Bread Financial reported September 2026 credit metrics, including a delinquency rate of 5.57%, down from 6.04% a year earlier. Average credit card and other loans rose 6.4% year over year for the month, to $18.74 billion. The release does not include revenue, earnings or guidance, and the filing gives no prior-year comparison for net principal loss rates.
Delinquency rate was 5.57% as of September 30, 2026, versus 6.04% as of September 30, 2025.
Net principal loss rate was 5.99% for September 2026 and 6.40% for the three months ended September 30, 2026.
Average credit card and other loans rose 6.4% year over year for September to $18.74 billion; end-of-period loans were $18.85 billion.
Bread Financial reported third-quarter 2026 results for the period ended September 30, 2026. Revenue rose 5% to $1,017 million and diluted EPS was $3.82, down from $3.96, as the prior-year quarter included a $38 million favorable tax item. The company also raised its full-year 2026 net loss rate outlook to below 7% and declared a 9% increase in its quarterly common dividend to $0.25 per share.
Q3 2026 net income was $156 million, down $32 million or 17% from $188 million a year earlier; revenue rose 5% to $1,017 million.
Diluted EPS was $3.82 versus $3.96; adjusted diluted EPS was $3.84 versus $4.02.
Full-year 2026 net loss rate outlook is now below 7.0%, and average loans are now expected to be up approximately 4% from 2025.
Quarterly common dividend of $0.25 per share is payable December 15, 2026 to holders of record on November 30, 2026.
Bread Financial signed Amendment No. 2 to its credit agreement with JPMorgan Chase Bank on September 3, 2026, to permit the planned merger of Comenity Bank into Comenity Capital Bank as an exception to certain covenants. The company said the bank merger is not expected to have a significant impact on its consolidated financial position, results of operations, or liquidity, and that the terms of the $700 million revolving credit facility otherwise remain the same.
Amendment No. 2 to Credit Agreement dated September 3, 2026, with JPMorgan Chase Bank, N.A. as administrative agent
Amendment covers the $700 million senior unsecured revolving credit facility, with other terms unchanged
Regulatory approvals for the Bank Merger received July 31, 2026; closing expected on or around October 1, 2026
Bread Financial reported second-quarter 2026 net income of $146 million, up 5% from $139 million a year earlier, and revenue of $993 million, up 7%. The company raised its full-year 2026 outlook for its net loss rate to 7.0% to 7.1%, and declared a $0.23 per share common dividend payable September 15, 2026.
Diluted EPS was $3.55 versus $2.94 a year earlier; diluted weighted average shares fell to 40.7 million from 47.2 million.
Revenue rose to $993 million from $929 million, and the provision for credit losses rose 14% to $313 million.
The 2026 net loss rate outlook is now 7.0% to 7.1%; the company also expects low- to mid-single-digit growth in average loans and total revenue versus 2025.
Common dividend of $0.23 per share is payable September 15, 2026 to holders of record August 31, 2026.
Bread Financial said Chief Commercial Officer Valerie Greer will retire on or around February 19, 2027, and that Dennis McCarthy will be promoted to Executive Vice President and Chief Revenue Officer in early September. Greer's retirement agreement provides a $945,000 cash payment and continued salary until her retirement date, and no new equity grants.
Valerie Greer, EVP and Chief Commercial Officer, will retire on or around February 19, 2027, and remain with the company through February 2027 for transition.
Retirement agreement dated July 8, 2026 includes a $945,000 cash payment, payable within 30 days of the retirement date, and her full-year 2026 annual cash incentive award.
Dennis McCarthy, who joined in 2021, becomes EVP and Chief Revenue Officer in early September, reporting to CEO Ralph Andretta.
Bread Financial reported first-quarter 2026 net income of $181 million, up 32% from a year earlier, and diluted earnings per share of $4.15 compared with $2.78. Revenue rose 5% to $1,018 million, and the company left its 2026 outlook unchanged. The board also declared a $0.23 quarterly common dividend and the company raised its stock repurchase authorization by $600 million, bringing the total available to $690 million at quarter-end.
Net income of $181 million, up $43 million from $138 million; diluted EPS $4.15 vs. $2.78 a year earlier.
Revenue of $1,018 million, up 5%; credit sales of $6.5 billion, up 7%.
2026 outlook unchanged, including a 2026 net loss rate expected in the range of 7.2% to 7.4%.
Dividends payable June 15, 2026: $0.23 per common share and $21.56 per share of 8.625% preferred stock, to holders of record on May 29, 2026.
Bread Financial entered into termination agreements on February 17, 2026, unwinding capped call transactions linked to its 4.25% convertible senior notes issued in June 2023. The company says no notes remained outstanding as of December 31, 2025, and the counterparties will deliver shares of common stock to the company under the agreements, which are expected to settle by the end of February 2026.
Agreements dated February 17, 2026 terminate in full the capped call transactions with each option counterparty.
Hypothetically, settlement at the February 17, 2026 volume-weighted average price would have delivered about 1.5 million shares to the company; the actual number depends on the stock's performance during the unwind period and may be higher
Settlement is expected one business day after each unwind period ends, with all agreements expected to settle on or before the end of February 2026.
Shares received will not reduce any existing or future share repurchase authorization.
Bread Financial reported fourth-quarter 2025 revenue of $975 million, up 5% from $926 million a year earlier, and net income available to common stockholders of $53 million, compared with $7 million in the same quarter of 2024. The company expects 2026 average loan growth and total revenue growth of up low single digits from 2025, and a 2026 net loss rate of 7.2% to 7.4%. Its board also declared a $0.23 quarterly common dividend payable March 16, 2026.
Q4 2025 revenue was $975 million, up 5% from $926 million in Q4 2024.
Q4 2025 net income available to common stockholders was $53 million, or $1.16 per diluted share, versus $7 million, or $0.14, a year earlier.
2026 outlook: average loan growth and total revenue growth both up low single digits from 2025; net loss rate of 7.2% to 7.4%.
Quarterly common dividend of $0.23 per share payable March 16, 2026 to holders of record on February 27, 2026.
Bread Financial Holdings closed a $500 million offering of 6.750% Senior Notes due 2031 on November 6, 2025, under an indenture with U.S. Bank Trust Company as trustee. The company is adding $500 million of senior unsecured debt, with interest payable semiannually starting May 15, 2026, which increases its fixed borrowing costs for shareholders to consider.
Notes: $500 million principal, 6.750% coupon, maturing May 15, 2031
Interest payable May 15 and November 15 each year, starting May 15, 2026
Company may redeem at any time on or after May 15, 2028 at specified prices; make-whole premium applies before then
Holders may require repurchase at 101% of principal upon a Change of Control Triggering Event
Bread Financial agreed to sell $500 million of 6.750% senior notes due 2031 at 100% of principal, with about $493 million in expected net proceeds before closing on November 6, 2025. The company plans to use the proceeds, plus about $275 million of cash on hand, to fully redeem its $719 million of 9.750% senior notes due 2029, which refinances higher-rate debt with lower-rate debt.
$500 million of 6.750% senior notes due May 15, 2031 priced at 100% of principal
Expected net proceeds of about $493 million, with closing expected November 6, 2025
Proceeds plus about $275 million of cash on hand to redeem $719 million of 9.750% notes due 2029
Conditional redemption notice for 2029 notes set for November 7, 2025
Bread Financial reported third-quarter 2025 net income of $188 million, up from $2 million a year earlier, with diluted earnings of $3.96 per share versus $0.05. Revenue fell 1% to $971 million, while the board declared a $0.23 quarterly dividend and approved a $200 million increase to the share repurchase authorization, leaving $340 million remaining after the October repurchases, per the company.
Q3 2025 net income of $188 million versus $2 million in Q3 2024; diluted EPS of $3.96 versus $0.05 (total company)
Adjusted diluted EPS of $4.02 versus $1.84 a year earlier, a non-GAAP measure
Revenue of $971 million, down 1% from $983 million; 2025 revenue expected to be relatively flat versus 2024, excluding any portfolio sale gain
Quarterly dividend of $0.23 per share, payable December 12, 2025 to holders of record on November 7, 2025; buyback authorization increased by $200 million
Bread Financial reported second-quarter 2025 net income of $139 million, or $2.94 per diluted share, up from $2.66 a year earlier, while revenue fell 1% to $929 million. The company improved its full-year 2025 net loss rate guidance to 7.8% to 7.9%, but said lower billed late fees will modestly pressure its full-year revenue expectation.
Q2 2025 net income $139 million and diluted EPS $2.94, versus $133 million and $2.66 in Q2 2024
Revenue $929 million, down 1% from $939 million; average credit card and other loans $17.7 billion, down 1%
2025 net loss rate guidance of 7.8% to 7.9%; full-year revenue expectation modestly pressured by lower billed late fees
Quarterly cash dividend of $0.21 per share, payable September 12, 2025 to holders of record August 8, 2025
Bread Financial reported first-quarter 2025 net income of $138 million, or $2.78 per diluted share, up from $134 million and $2.70 a year earlier. Revenue fell 2% to $970 million, while income from continuing operations rose 5% to $142 million, and the company lowered its 2025 loan outlook to flat to slightly down. The company also declared a $0.21 quarterly dividend.
Q1 2025 net income $138 million and diluted EPS $2.78, versus $134 million and $2.70 in Q1 2024.
Revenue fell to $970 million from $991 million; provision for credit losses fell to $296 million from $321 million.
2025 average credit card and other loans now expected flat to slightly down versus full-year 2024, reflecting slower expected retail sales growth.
Quarterly dividend of $0.21 per share payable June 13, 2025, to holders of record on May 9, 2025.
Bread Financial Holdings closed a $400 million offering of 8.375% fixed-rate reset subordinated notes due 2035 on March 10, 2025. The notes are unsecured, rank junior to the company's senior debt, and carry a fixed rate until June 15, 2030, after which the rate resets to the five-year U.S. Treasury rate plus 430 basis points.
Principal amount: $400 million; maturity June 15, 2035
Fixed 8.375% interest until the Reset Date of June 15, 2030, then five-year U.S. Treasury Rate plus 430 basis points
Interest paid semiannually on June 15 and December 15, starting June 15, 2025
Company may redeem in whole on June 17, 2030, or within 90 days after a regulatory capital treatment event, subject to regulatory approval
Bread Financial agreed to sell $400 million of 8.375% fixed-rate reset subordinated notes due June 15, 2035, priced at 100% of principal, with closing expected March 10, 2025. The company expects about $395 million in net proceeds and intends to lend at least $250 million of that to its subsidiary bank, Comenity Capital Bank, with the rest for general corporate purposes, which may include share repurchases.
Notes: $400 million aggregate principal, 8.375% fixed-rate reset, mature June 15, 2035
Expected net proceeds of approximately $395 million, before estimated offering expenses
At least $250 million to be lent to subsidiary bank Comenity Capital Bank as subordinated debt
Closing expected March 10, 2025; notes sold in a private offering and not registered under the Securities Act
Bread Financial reported fourth quarter 2024 net income of $7 million, or $0.14 per diluted share, down from $43 million, or $0.87, a year earlier, as revenue fell 9% to $926 million. The company also gave 2025 guidance, including a net loss rate of 8.0% to 8.2%, and declared a $0.21 quarterly dividend, which matters to shareholders because the earnings decline is steep even though the outlook assumes no late fee reduction under the CFPB rule.
Q4 2024 net income $7 million and $0.14 diluted EPS, versus $43 million and $0.87 in Q4 2023 (total company)
Q4 2024 revenue $926 million, down 9% from $1,017 million; full year 2024 net income $277 million versus $718 million
2025 outlook: net loss rate of 8.0% to 8.2%, with the outlook assuming no late fee reduction related to the CFPB late fee rule
Quarterly dividend of $0.21 per share, payable March 21, 2025, to holders of record on February 14, 2025
Bread Financial reported third-quarter 2024 net income of $2 million, or $0.05 per diluted share, down from $171 million a year earlier. The drop reflects a $96 million pre-tax charge from repurchasing $262 million of convertible notes; adjusted diluted EPS was $1.83, still well below the prior-year figure, and revenue fell 5% to $983 million. The company also declared a $0.21 quarterly dividend and left its 2024 outlook unchanged.
Q3 2024 net income was $2 million, or $0.05 per diluted share, versus $171 million in Q3 2023; adjusted diluted EPS was $1.83.
Revenue was $983 million, down $48 million or 5% from $1,031 million; average loans rose 1% to $17.8 billion.
The net loss rate rose to 7.8% from 6.9%, and the delinquency rate rose to 6.4% from 6.3%.
Quarterly dividend of $0.21 per share is payable December 13, 2024, to holders of record on November 8, 2024; the 2024 outlook is unchanged.
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