Bread Financial Holdings, Inc. filed a current report on Form 8-K on November 3, 2026, disclosing the issuance of 5,000,000 depositary shares representing interests in its newly established 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C.

Key Highlights

  • New preferred series established: The Series C Preferred Stock carries a 9.375% Fixed Rate Reset Non-Cumulative Perpetual structure, par value $0.01 per share, with a liquidation preference of $1,000 per share.
  • Depositary shares issued: 5,000,000 depositary shares were issued and sold on November 3, 2026, each representing a 1/40th interest in one share of Series C Preferred Stock.
  • Overallotment option granted: The underwriters received an option to purchase up to an additional 750,000 depositary shares at the same price for 30 days following October 27, 2026.
  • Certificate of Designations effective: The Certificate of Designations was filed with the Delaware Secretary of State on November 2, 2026, and became effective November 3, 2026, amending the company's Third Amended and Restated Certificate of Incorporation.
  • Dividend restrictions apply: Under the terms disclosed, the company's ability to pay dividends or repurchase junior or parity stock is subject to restrictions if Series C dividends for the immediately preceding period have not been declared and paid or set aside.
  • Underwriting Agreement dated October 27, 2026: Representatives include Morgan Stanley & Co. LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC, and Wells Fargo Securities, LLC.

Bread Financial Establishes Series C Preferred Stock and Closes Depositary Share Offering

According to the filing, Bread Financial Holdings, Inc. (NYSE:BFH) filed a Certificate of Designations with the Secretary of State of the State of Delaware on November 2, 2026, effective November 3, 2026, formally establishing its 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C. The Series C Preferred Stock carries a par value of $0.01 per share and a liquidation preference of $1,000 per share. The Certificate of Designations amends the company's Third Amended and Restated Certificate of Incorporation, as the filing notes under Item 5.03.

The company disclosed that on November 3, 2026, it issued and sold 5,000,000 depositary shares, each representing a 1/40th interest in a share of Series C Preferred Stock. These depositary shares were issued pursuant to a Deposit Agreement dated November 3, 2026, among the company, Computershare Inc. and Computershare Trust Company, N.A. jointly as depositary, and the holders of the depositary receipts. According to the filing, holders of the depositary shares are entitled to all proportional rights and preferences of the Series C Preferred Stock, including dividend, voting, redemption, and liquidation rights.

The filing also states that under the Underwriting Agreement dated October 27, 2026, the company granted the underwriters an option to purchase up to an additional 750,000 depositary shares at the same price for a period of 30 days following October 27, 2026, bringing the potential total to 5,750,000 depositary shares. The company further disclosed that the Series C Preferred Stock imposes restrictions on the company's ability to declare or pay dividends on junior-ranking stock, or to repurchase or redeem parity or junior stock, in the event dividends on the Series C Preferred Stock for the immediately preceding dividend period have not been declared and either paid or set aside.

What Was Disclosed

Bread Financial Holdings disclosed the establishment of a new Series C preferred stock series, the issuance of 5,000,000 depositary shares on November 3, 2026, an underwriter overallotment option for up to 750,000 additional depositary shares, and an amendment to its certificate of incorporation.