Bread Financial Prices Depositary Share Offering for Series A Preferred Stock

Bread Financial (NYSE: BFH) has priced an underwritten offering of depositary shares, each representing a 1/40th interest in a share of its Non-Cumulative Perpetual Preferred Stock, Series A, with a liquidation preference of $25 per depositary share (equivalent to $1,000 per preferred share).

Bread Financial (NYSE: BFH) ha fissato un’offerta garantita di azioni di deposito, ciascuna rappresentante un interesse di 1/40 di una azione di Azioni privilegiate ordinarie non cumulative perpetue, Serie A, con una liquidazione preferenziale di $25 per azione di deposito (equivalente a $1,000 per azione privilegiata).

Bread Financial (NYSE: BFH) fijó una oferta garantizada de acciones depositarias, cada una representando un interés de 1/40 de una acción de Acciones preferentes perpetuas no acumulativas, Serie A, con una preferencia de liquidación de $25 por acción depositaria (equivalente a $1,000 por acción preferente).

Bread Financial (NYSE: BFH)는 예치주(합병 주식의 예치 주식) 1주당 1/40 지분을 나타내는 예치 주식의 보증된 공모를 가격 책정했으며, 비누적 무기한 우선주, 시리즈 A의 예치 주당 25달러의 청산 선호권과 함께(주당 25달러에 해당, 우선주 1주당 1,000달러).

Bread Financial (NYSE: BFH) a fixé le prix d’une offre souscrite d’actions dépositaires, chacune représentant une part de 1/40 d’une action de Actions privilégiées perpétuelles non cumulatives, Série A, avec une préférence de liquidation de 25 $ par action dépositaire (équivalent à 1 000 $ par action privilégiée).

Bread Financial (NYSE: BFH) hat eine unterzeichnete Emission von Depositary Shares angekündigt, wobei jede einen Anteil von 1/40 an einer Aktie Nicht kumulative, unbefristete Vorzugsaktien, Serie A darstellt, mit einer Liquidationspriorität von $25 pro Depositary Share (entspricht $1.000 pro Vorzugsaktie).

Bread Financial (NYSE: BFH) قد حددت سعر عرض مضمونة لأسهم الإيداع، كل منها يمثل حصة 1/40 من سهم من الأسهم الممتازة غير التراكمية الدائمة، السلسلة A، مع أولوية تصفية قدرها $25 للسهم الإيداعي (ما يعادل $1,000 لكل سهم مفضل).

Positive

Net proceeds of approximately $72,637,500

Proceeds may fund share repurchases (supports shareholder returns)

Company intends to list depositary shares on NYSE

Negative

Each depositary share carries a $25 liquidation preference

Offering reduces gross proceeds via underwriting discounts and expenses

Closing subject to customary conditions; expected on Nov 25, 2025

Bread Financial priced depositary shares to raise $72,637,500, closing expected on November 25, 2025.
The company will issue depositary shares representing interests in its Non‑Cumulative Perpetual Preferred Stock, Series A, with a liquidation preference of $25 per depositary share. The transaction is underwritten by four bookrunners and is expected to net the Company approximately $72,637,500 after underwriting discounts and estimated offering expenses.

The stated use of proceeds is for general corporate purposes and may include funding a subsidiary bank, Comenity Capital Bank, and share repurchases. The offering closes subject to customary conditions on November 25, 2025, and the Company expects to seek NYSE listing for the depositary shares. Monitor the final prospectus supplement for exact proceeds allocation, underwriting terms, and any issuer covenants within the next few days.

11/20/2025 – 08:33 PM

COLUMBUS, Ohio, Nov. 20, 2025 (GLOBE NEWSWIRE) — Bread Financial Holdings, Inc. (NYSE: BFH) (“Bread Financial” or the “Company”) announced today the pricing of its previously announced underwritten public offering of depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of its 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).

Bread Financial anticipates using the net proceeds, approximately $72.6 million after deductions, for general corporate purposes. This strategic move, slated to close November 25, 2025, is structured to provide financial flexibility, potentially bolstering its subsidiary, Comenity Capital Bank, and funding share repurchases—a move often viewed favorably by investors as a signal of confidence in the company’s long-term value. The offering, managed by joint bookrunners Wells Fargo Securities, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, reflects a calculated approach to capital management amid evolving market dynamics.

The company expects to apply to list the Depositary Shares on The New York Stock Exchange.

The closing of the offering of the Depositary Shares is expected to occur on November 25, 2025, subject to the satisfaction of customary closing conditions, and is expected to result in approximately $72,637,500 in net proceeds to the Company, after deducting the underwriting discounts and the estimated offering expenses payable by the Company.

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.

Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC are acting as joint bookrunners for the offering.

The offering is being made pursuant to an effective registration statement (including a prospectus) on Form S-3 previously filed with the Securities and Exchange Commission (“SEC”) and a prospectus supplement. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov.

This news release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities may be made only by means of a prospectus supplement and accompanying base prospectus relating to this offering.

About Bread Financial®

Bread Financial® (NYSE: BFH) is a tech-forward financial services company that provides simple, personalized payment, lending and saving solutions to millions of U.S. consumers. The Company’s payment solutions, including Bread Financial general purpose credit cards and savings products, empower its customers and their passions for a better life. Additionally, the Company delivers growth for some of the most recognized brands in travel and entertainment, health and beauty, jewelry and specialty apparel through their private label and co-brand credit cards and pay-over-time products providing choice and value to their shared customers.

Forward-looking Statements
This news release contains forward-looking statements, including, but not limited to, statements related to the Depositary Shares offering described above. Forward-looking statements give the Company’s expectations or forecasts of future events and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan,” “likely,” “may,” “should” or other words or phrases of similar import. Similarly, statements that describe the Company’s business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements made regarding, and the guidance given with respect to, the Company’s anticipated operating or financial results, future financial performance and outlook, future dividend declarations or stock repurchases and future economic conditions.
The Company believes that its expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that are difficult to predict and, in many cases, beyond its control. Accordingly, actual results could differ materially from the projections, anticipated results or other expectations expressed in this release, and no assurances can be given that the Company’s expectations will prove to have been correct. Factors that could cause the outcomes to differ materially include, but are not limited to, the following: macroeconomic conditions, including market conditions, inflation, interest rates, labor market conditions, recessionary pressures or concerns over a prolonged economic slowdown, and the related impact on consumer spending behavior, payments, debt levels, savings rates and other behaviors; global political and public health events and conditions, including significant shifts in trade policy, such as changes to, or the imposition of, tariffs and/or trade barriers and any economic impacts, volatility, uncertainty and geopolitical instability resulting therefrom, as well as ongoing wars and military conflicts, and natural disasters; future credit performance of the Company’s customers, including the level of future delinquency and charge-off rates; loss of, or reduction in demand for services from, significant brand partners or customers in the highly competitive markets in which the Company operates, including competition from new and non-traditional competitors, such as financial technology companies, and with respect to new products, services and technologies, such as the emergence or increase in popularity of agentic commerce, digital payment platforms and currencies and other alternative payment and deposit solutions; the concentration of the Company’s business in U.S. consumer credit; increases or volatility in the allowance for credit losses that may result from the application of the current expected credit loss model; inaccuracies in the models and estimates on which the Company rely, including the amount of the Company’s allowance for credit losses and its credit risk management models; increases in fraudulent activity; failure to identify, complete or successfully integrate or disaggregate business acquisitions, divestitures and other strategic initiatives, including, with respect to divested businesses, any associated guarantees, indemnities or other liabilities; the extent to which the Company’s results are dependent upon brand partners, including brand partners’ financial performance and reputation, as well as the effective promotion and support of the Company’s products by brand partners; increases in the cost of doing business, including market interest rates; the Company’s level of indebtedness and inability to access financial or capital markets, including asset-backed securitization funding or deposits markets; restrictions that limit the ability of the Company’s subsidiary banks, Comenity Bank and Comenity Capital Bank (the “Banks”), to pay dividends to it; pending and future litigation; pending and future federal, state, local and foreign legislation, regulation, supervisory guidance and regulatory and legal actions including, but not limited to, those related to financial regulatory reform and consumer financial services practices, as well as any such actions with respect to late fees, interchange fees or other charges; increases in regulatory capital requirements or other support for the Banks; impacts arising from or relating to the transition of the Company’s credit card processing services to third party service providers that it completed in 2022; failures or breaches in operational or security systems, including as a result of cyberattacks, unanticipated impacts from technology modernization projects, failure of information security controls or otherwise; loss of consumer information or other data due to compromised physical or cyber security, including disruptive attacks from financially motivated bad actors and third party supply chain issues; any tax or other liability, or adverse impacts arising out of or related to the spinoff of the Company’s former LoyaltyOne segment or the bankruptcy filings of Loyalty Ventures Inc. and certain of its subsidiaries, and subsequent litigation or other disputes. The foregoing factors, along with other risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward-looking statements, are described in greater detail under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, which may be updated in Item 1A of, or elsewhere in, the Company’s Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K. The Company’s forward-looking statements speak only as of the date made, and it undertakes no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.

Contacts

Brian Vereb — Investor Relations
Susan Haugen — Investor Relations
Rachel Stultz — Media

What securities did Bread Financial (BFH) price on November 21, 2025?

BFH priced depositary shares representing 1/40th interests in Series A non-cumulative perpetual preferred stock with a $25 liquidation preference per depositary share.

How much net proceeds will BFH receive from the depositary share offering?

The company expects approximately $72,637,500 in net proceeds after underwriting discounts and estimated offering expenses.

When is the BFH depositary share offering expected to close?

The offering is expected to close on November 25, 2025, subject to customary closing conditions.

How does BFH plan to use the proceeds from the Series A depositary shares?

Proceeds are intended for general corporate purposes, including contributing or lending to Comenity Capital Bank and potential share repurchases.

Will BFH list the depositary shares on an exchange?

The company expects to apply to list the depositary shares on the New York Stock Exchange.

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