News & Events

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-Cumul…

Other Events. On May 5, 2026, Bread Financial Holdings, Inc. (the “Company”) announced the pricing of an underwritten public offering of 4,800,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share 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 $25 per Depositary Share (equivalent to $1,000 per share of Series B Preferred Sto…

Other Events. On May 5, 2026, Bread Financial Holdings, Inc. (the “Company”) issued a press release announcing the launch of a public offering of depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of its 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 $25 per Depositary Share (equivalent to $1,000 per share of Series B Preferred Stock). A c…

Results of Operations and Financial Condition. On April 23, 2026, Bread Financial Holdings, Inc. (the “Company”) issued a press release regarding its results of operations for the quarter ended March 31, 2026 (the “Q1 2026 Earnings Release”). Copies of the Q1 2026 Earnings Release and the related financial supplement are furnished as Exhibit 99.1 and Exhibit 99.2 hereto, respectively.

Regulation FD Disclosure. On February 26, 2026, Bread Financial Holdings, Inc. (the “Company”) issued a press release announcing that its Board of Directors has approved a $600 million increase to the Company’s existing share repurchase authorization. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Entry into a Material Definitive Agreement. On February 17, 2026, Bread Financial Holdings, Inc. (the “Company”) entered into separate, privately negotiated termination agreements (the “Capped Call Unwind Agreements”) with each of the financial institutions (the “Option Counterparties”) party to the capped call transactions (the “Capped Call Transactions”) that were previously entered into by the Company in connection with the issuance of its 4.25% Convertible Senior Notes due 2028 (the “Note…

Termination of a Material Definitive Agreement. The information set forth under

Results of Operations and Financial Condition. On January 29, 2026, Bread Financial Holdings, Inc. (the “Company”) issued a press release regarding its results of operations for the fourth quarter ended December 31, 2025 (the “Q4 2025 Earnings Release”). Copies of the Q4 2025 Earnings Release and the related financial supplement are furnished as Exhibit 99.1 and Exhibit 99.2 hereto, respectively.

Results of Operations and Financial Condition. On October 23, 2025, Bread Financial Holdings, Inc. (the “Company”) issued a press release regarding its results of operations for the third quarter ended September 30, 2025 (the “Q3 2025 Earnings Release”). A copy of the Q3 2025 Earnings Release is furnished as Exhibit 99.1 hereto.