Bread Financial Holdings, Inc. filed a Form 8-K on October 27, 2026, disclosing the pricing of an underwritten public offering of depositary shares representing interests in its newly created Series C preferred stock.

Key Highlights

  • Offering size: 5,000,000 depositary shares, each representing a 1/40th interest in a share of 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C.
  • Liquidation preference: $25 per depositary share, equivalent to $1,000 per share of Series C Preferred Stock.
  • Overallotment option: The underwriters were granted an option to purchase up to an additional 750,000 depositary shares at the same price for 30 days following October 27, 2026.
  • Lead underwriters: Morgan Stanley & Co., LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC, and Wells Fargo Securities, LLC acted as representatives of the underwriters.
  • Intended use of proceeds: The company disclosed proceeds are earmarked for general corporate purposes, which may include contributing or lending funds to subsidiary Comenity Capital Bank and share repurchases.
  • Registration: The offering was registered under the Securities Act of 1933 pursuant to Form S-3, Registration No. 333-291573.

Bread Financial Launches Series C Preferred Stock Offering via Depositary Shares

According to the filing, Bread Financial Holdings, Inc. (NYSE:BFH) announced on October 27, 2026, the pricing of an underwritten public offering of 5,000,000 depositary shares. Each depositary share represents a 1/40th interest in a share of the company's 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, with a par value of $0.01 per share. The liquidation preference is $25 per depositary share, which the filing states is equivalent to $1,000 per share of the underlying Series C Preferred Stock.

Pursuant to 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 offering price, exercisable for a period of 30 days following that date. The filing identifies Morgan Stanley & Co., LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC, and Wells Fargo Securities, LLC as representatives of the underwriters named in the agreement.

The company disclosed that it intends to use the net proceeds for general corporate purposes, which "may include contributing or lending all or a portion of the proceeds to its subsidiary bank, Comenity Capital Bank, and share repurchases." The offering was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3, Registration No. 333-291573. A prospectus supplement dated October 27, 2026, was to be filed with the SEC under Rule 424(b) no later than the second business day following its first use in connection with the public offering.

What Was Disclosed

Bread Financial Holdings filed an 8-K on October 27, 2026, reporting the pricing of 5,000,000 depositary shares representing interests in 9.375% Series C Non-Cumulative Perpetual Preferred Stock, with an overallotment option for 750,000 additional shares and proceeds directed toward general corporate purposes.