Bread Financial Holdings, Inc. filed a Form 8-A on November 3, 2026 to register Depositary Shares, each representing a 1/40th ownership interest in a share of its 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, on the New York Stock Exchange.

Key Highlights

  • New security registered: Depositary Shares each representing a 1/40th interest in a share of 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C.
  • Exchange listing: The Depositary Shares are being registered on the New York Stock Exchange (NYSE:BFH's parent registrant is Bread Financial Holdings, Inc., trading on the New York Stock Exchange).
  • Liquidation preference: $25 per depositary share, equivalent to $1,000 per share of Series C Preferred Stock, according to the filing.
  • Par value: The Series C Preferred Stock carries a par value of $0.01 per share, as stated in the filing.
  • Related prospectus supplement: The filing references a Prospectus Supplement dated October 27, 2026, to a Prospectus dated November 17, 2025, filed under Securities Act Registration Statement File No. 333-291573.
  • Deposit Agreement: A Deposit Agreement dated November 3, 2026, was entered into among Bread Financial Holdings, Inc., Computershare Inc. and Computershare Trust Company, N.A., jointly as Depositary.

Bread Financial Holdings Registers 9.375% Series C Preferred Depositary Shares on NYSE

Bread Financial Holdings, Inc., a Delaware corporation headquartered at 3905 Loyalty Circle, Columbus, Ohio, filed a Form 8-A on November 3, 2026 to register a new class of securities under Section 12(b) of the Securities Exchange Act of 1934. According to the filing, the securities being registered are Depositary Shares, each representing a 1/40th ownership interest in a share of the company's 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.01 per share.

The filing discloses a liquidation preference of $25 per depositary share, which is described as equivalent to $1,000 per share of the underlying Series C Preferred Stock. The Depositary Shares are being listed on the New York Stock Exchange. For a full description of the Depositary Shares and the underlying Series C Preferred Stock, the filing directs readers to the information set forth under the headings "Description of Capital Stock," "Description of Depositary Shares," and "Description of the Series C Preferred Stock" in the company's Prospectus and Prospectus Supplement, dated October 27, 2026, to the Prospectus dated November 17, 2025, which forms part of the Registration Statement on Form S-3 (File No. 333-291573).

The filing also identifies several exhibits incorporated by reference, including the Certificate of Designations of the Series C Preferred Stock and a Deposit Agreement, both dated November 3, 2026, with Computershare Inc. and Computershare Trust Company, N.A. serving jointly as Depositary. The registration statement was signed by Joseph L. Motes III, Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of Bread Financial Holdings, Inc.

What Was Disclosed

Bread Financial Holdings, Inc. registered Depositary Shares representing interests in its 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, on the New York Stock Exchange via a Form 8-A filed November 3, 2026, with a $25 per depositary share liquidation preference.