Bread Financial Holdings Inc美股市值发行说明书(2025-11-20版)

Depositary Shares Each Representing a 1/40th Interest in a Share of We are offering depositary shares, each representing a 1/40th ownership interest in a share of our%Non-CumulativePerpetual Preferred Stock, Series A, parvalue $0.01 per share (the “Series A Preferred Stock”), with a liquidation preference of $25 per depositary share (equivalent to $1,000 per share of Series A PreferredStock). As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Series A Preferred Stock represented thereby (includingdividend, voting, redemption and liquidation rights). You must exercise any such rights through the depositary. We will pay dividends on the Series A Preferred Stock, when, as, and if declared by our Board of Directors (or a duly authorized committee thereof), to theextent that we have lawfully available funds to pay dividends, quarterly in arrears on March15, June15, September15, and December15 of each year, beginning onMarch15, 2026 based on the liquidation preference of the Series A Preferred Stock at a fixed rate per annum equal to%. Upon payment of any dividends on theSeries A Preferred Stock, holders of depositary shares are expected to receive a proportionate payment. Dividends on the Series A Preferred Stock will not be cumulative. If for any reason our Board of Directors (or a duly authorized committee thereof) does notdeclare a dividend on the Series A Preferred Stock for any dividend period, that dividend will not accrue or be payable and we will have no obligation to pay dividendsfor that dividend period, whether or not dividends on the Series A Preferred Stock are declared for any future dividend period. Dividends on the Series A PreferredStock will not be declared, paid or set aside for payment to the extent such act would cause us to fail to comply with applicable laws and regulations. If we everbecome subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) or otherwise become subject to regulatory capital We may redeem the Series A Preferred Stock at our option, subject to any regulatory approval requirements as are in effect at such time, (1)in whole or in part,from time to time, on any dividend payment date on or after, 2030 at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share),plus any declared and unpaid dividends, or (2)in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined herein), ata redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. If Bread Financial ever becomes aRegulated Institution, any redemption of the Series A Preferred Stock will be subject to our receipt of any prior approval required by the applicable federal bankingagency and to the satisfaction of any conditions set forth in applicable regulations and guidelines of such federal banking agency applicable to the redemption of the We will apply to list the depositary shares on the New York Stock Exchange (the “NYSE”) under the symbol “BFH PrA.” Trading of the depositary shares isexpected to commence within the30-dayperiod following the original issue date of the depositary shares. Our common stock is listed on the NYSE under the symbol“BFH.” Rights” beginning on pageS-25. Investing in the depositary shares involves risks. See “Risk Factors” beginning on pageS-11. Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.Neither the depositary shares nor the Series A Preferred Stock are a savings account, deposit or other obligation of a bank and neither are insured orguaranteed by the Federal Deposit Insurance Corporation (the “FDIC”) or any other governmental agency or instrumentality. depositary shares, at the public offering price less the underwriting discount,for 30 days after the date of this prospectus supplement solely to cover overallotments, if any. We expect to deliver the depositary shares against payment for the depositary shares on or about the date specified in the immediately prior paragraph, whichwill be thebusiness day following the date of the pricing of the depositary shares (“T+”). Under Rule15c6-1under the Securities Exchange Act of 1934, asamended (the “Exchange Act”), trades in the secondary market generally are required to settle in one business day, unless the parties to a trade expressly agreeotherwise. Accordingly, purchasers who wish to trade depositary shares on any date prior to one business day before the settlement date will be required, by virtue of The underwriters expect to deliver the depositary shares to purchasers in book-entry form only through the facilities of The Depository Trust Comp