Every material Form 8-K Bread Financial Holdings filed with the SEC in 2026, 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.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Bread Financial Holdings filing is on SEC EDGAR ↗. 8-K briefs of other companies →