Item 3.03 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-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share (the “Series B Preferred Stock”), with a liquidation preference of $1,000 per share. Under the terms of the Series B Preferred Stock, the ability of the Company to declare, pay or set aside any payment for dividend or distribution on any shares of stock ranking junior to the Series B Preferred Stock, or repurchase, redeem or otherwise acquire for consideration, directly or indirectly, any shares of stock ranking on parity with or junior to the Series B Preferred Stock, is subject to restrictions in the event that the Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series B Preferred Stock for the immediately preceding dividend period.
On May 12, 2026, the Company issued and sold 5,400,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Series B Preferred Stock, including 600,000 Depositary Shares purchased pursuant to the option to purchase additional Depositary Shares granted by the Company in the underwriting agreement (the “Underwriting Agreement”), dated May 5, 2026, between the Company and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Keefe, Bruyette & Woods, Inc., as representatives (in such capacity, the “Representatives”) of the underwriters named therein. The Depositary Shares were issued pursuant to a Deposit Agreement, dated May 12, 2026, among the Company, Computershare Inc. and Computershare Trust Company, N.A. jointly as depositary, and the holders from time to time of the depositary receipts described therein, to which Deposit Agreement the form of depositary receipt is attached as Exhibit A (the “Deposit Agreement”). Holders of the Depositary Shares will be entitled to all proportional rights and preferences of the Series B Preferred Stock (including dividend, voting, redemption and liquidation rights).
The descriptions of the terms of the Series B Preferred Stock and the Depositary Shares are qualified in their entirety by reference to the Certificate of Designations and the Deposit Agreement, respectively, which are included as Exhibits 3.1 and 4.1 to this Current Report on Form 8-K and are incorporated by reference herein. The validity opinion with respect to the Depositary Shares and the Series B Preferred Stock is filed with this Current Report on Form 8-K as Exhibit 5.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Certificate of Designations became effective May 12, 2026 after filing with the Secretary of State of the State of Delaware on May 11, 2026 and it amends the Company’s Third Amended and Restated Certificate of Incorporation. The terms of the Series B Preferred Stock are more fully described in Item 3.03 of this Current Report on Form 8-K and the Certificate of Designations which is included as Exhibit 3.1 to this Current Report on Form 8-K, both of which are incorporated by reference herein.
Item 8.01 Other Events.
On May 5, 2026, the Company entered into the Underwriting Agreement with the Representatives, pursuant to which the Company agreed to issue and sell an aggregate of up to 5,520,000 Depositary Shares, including up to an additional 720,000 Depositary Shares pursuant to the option granted by the Company to the Underwriters therein, subject to the conditions set forth in the Underwriting Agreement.
The description of the Underwriting Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and incorporated herein by reference.
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