Bread Financial Holdings, Inc. filed a free writing prospectus on October 27, 2026, disclosing the pricing terms for an offering of 5,000,000 depositary shares, each representing a 1/40th interest in a share of its 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C.

Key Highlights

  • Offering size: 5,000,000 depositary shares at $25 per share, for aggregate proceeds of $125,000,000 before expenses, or up to $143,750,000 if the underwriters' overallotment option is exercised in full.
  • Proceeds to issuer: $121,062,500 total before expenses, according to the filing.
  • Initial dividend rate: 9.375% per annum on the $1,000 liquidation preference per preferred share, non-cumulative, from the original issue date to but excluding December 15, 2031.
  • Rate reset mechanism: From December 15, 2031, the rate resets every five years to the Five-Year U.S. Treasury Rate plus 4.535 percentage points.
  • Expected ratings: Ba3 from Moody's and B- from Fitch, as disclosed in the pricing term sheet.
  • Settlement date: November 3, 2026 (T+5), with a trade date of October 27, 2026.
  • Intended listing: The issuer intends to apply to list the depositary shares on the NYSE under the symbol "BFH PrC."

Bread Financial Series C Preferred Stock: Pricing Terms and Structure

According to the pricing term sheet filed under Rule 433, Bread Financial Holdings, Inc. is offering 5,000,000 depositary shares, each representing a 1/40th interest in one share of its Series C preferred stock. The offering price is $25 per depositary share, corresponding to a $1,000 liquidation preference per preferred share. If the underwriters exercise their 30-day option to purchase up to an additional 750,000 depositary shares in full, the total number would reach 5,750,000, corresponding to 143,750 preferred shares, and the aggregate offering size would increase to $143,750,000.

The filing states that the underwriting discount is 3.150% per depositary share for both institutional and retail investors, resulting in proceeds to the issuer of $121,062,500 before expenses. Dividends are non-cumulative and will be paid quarterly in arrears on March 15, June 15, September 15, and December 15 each year, commencing March 15, 2027, using a 30/360 day count convention. From the original issue date through but excluding the First Reset Date of December 15, 2031, the dividend rate is fixed at 9.375% per annum. Thereafter, the rate resets at five-year intervals to the Five-Year U.S. Treasury Rate as of the most recent reset dividend determination date, plus 4.535 percentage points.

The issuer retains an optional redemption right, according to the filing, to redeem the preferred shares in whole or in part on the First Reset Date or any dividend payment date thereafter at $1,000 per preferred share (equivalent to $25 per depositary share) plus any declared and unpaid dividends. Additionally, the issuer may redeem all shares within 90 days following a "regulatory capital treatment event" at the same price. Joint book-running managers named in the filing are Morgan Stanley and Co. LLC, Keefe, Bruyette and Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC, and Wells Fargo Securities, LLC. The CUSIP is 018581 801 and the ISIN is US0185818012.

What Was Disclosed

Bread Financial Holdings, Inc. disclosed the full pricing terms for its Series C perpetual preferred stock offering, including the $25 offering price, 9.375% initial dividend rate, reset mechanism, settlement date of November 3, 2026, expected Ba3/B- ratings, and intended NYSE listing under "BFH PrC."