Bread Financial Holdings Inc美股招股说明书(2025-11-21版)

3,000,000 Depositary SharesEach Representing a 1/40th Interest in a Share of 8.625% Non-Cumulative Perpetual Preferred Stock, SeriesA We are offering depositary shares, each representing a 1/40th ownership interest in a share of our 8.625%Non-CumulativePerpetual Preferred Stock, Series A, par value $0.01 pershare (the “Series A Preferred Stock”), with a liquidation preference of $25 per depositary share (equivalent to $1,000 per share of Series A Preferred Stock). As a holder of depositary shares,you will be entitled to all proportional rights and preferences of the Series A Preferred Stock represented thereby (including dividend, voting, redemption and liquidation rights). You mustexercise 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 the extent that we havelawfully available funds to pay dividends, quarterly in arrears on March15, June15, September15, and December15 of each year, beginning on March15, 2026 based on the liquidationpreference of the Series A Preferred Stock at a fixed rate per annum equal to 8.625%. Upon payment of any dividends on the Series A Preferred Stock, holders of depositary shares areexpected 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 not declare a dividend on theSeries A Preferred Stock for any dividend period, that dividend will not accrue or be payable and we will have no obligation to pay dividends for that dividend period, whether or notdividends on the Series A Preferred Stock are declared for any future dividend period. Dividends on the Series A Preferred Stock will not be declared, paid or set aside for payment to theextent such act would cause us to fail to comply with applicable laws and regulations. If we ever become subject to regulation by the Board of Governors of the Federal Reserve System (the“Federal Reserve”) or otherwise become subject to regulatory capital requirements under federal banking laws (a “Regulated Institution”), the limitation in the prior sentence will include thecapital adequacy regulations and guidelines established by the applicable federal banking agency. 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, onany dividend payment date on or after December 15, 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), at a redemption price equal to $1,000 per share (equivalent to $25 perdepositary share), plus any declared and unpaid dividends. If Bread Financial ever becomes a Regulated Institution, any redemption of the Series A Preferred Stock will be subject to ourreceipt of any prior approval required by the applicable federal banking agency and to the satisfaction of any conditions set forth in applicable regulations and guidelines of such federalbanking agency applicable to the redemption of the Series A Preferred Stock, including capital regulations and guidelines. See “Description of the Series A Preferred Stock—Redemption—Optional Redemption” beginning on pageS-25for additional information. If we redeem the Series A Preferred Stock, the depositary is expected to redeem a proportionate number ofdepositary shares. 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 is expected to commencewithin the30-dayperiod following the original issue date of the depositary shares. Our common stock is listed on the NYSE under the symbol “BFH.” The Series A Preferred Stock will not have any voting rights, except the limited ones set forth under “Description of the Series A Preferred Stock—Voting 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 passed upon the adequacyor 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 or guaranteed by theFederal Deposit Insurance Corporation (the “FDIC”) or any other governmental agency or instrumentality. ProceedstoBread Per depositary shareTotal We expect to deliver the depositary shares against payment for the depositary shares on or about the date specified in the