Bread Financial Holdings Inc美股招股说明书(2026-05-06版)

4,800,000 Depositary SharesEach Representing a 1/40th Interest in a Share of 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, SeriesB We are offering depositary shares, each representing a 1/40th ownership interest in a share of our 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, parvalue $0.01 per share (the “Series B Preferred Stock”), with a liquidation preference of $25 per depositary share (equivalent to $1,000 per share of Series B Preferred Stock). As a holder ofdepositary shares, you will be entitled to all proportional rights and preferences of the Series B Preferred Stock represented thereby (including dividend, voting, redemption and liquidationrights). You must exercise any such rights through the depositary. We will pay dividends on the Series B 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 September15, 2026. When, as, and if declared by our Board of Directors (or a duly authorized committee thereof), (i) dividends payable from the date of issuance to but excluding December15, 2031 (the“First Reset Date”) will be payable based on the liquidation preference of the Series B Preferred Stock at a rate of 8.875% per annum, and (ii)dividends payable from and including the FirstReset Date and each subsequent reset date (as defined below), as applicable, during each reset period, will be payable based on the liquidation preference of the Series B Preferred Stock at arate per annum equal to the Five-Year U.S. Treasury Rate as of the most recent reset dividend determination date (as described elsewhere in this prospectus supplement) plus 4.804 percentagepoints. Upon payment of any dividends on the Series B Preferred Stock, holders of depositary shares are expected to receive a proportionate payment. Dividends on the Series B 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 B 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 B Preferred Stock are declared for any future dividend period. Dividends on the Series B 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 Bread Financial ever becomes subject to regulation by the Board of Governors of the Federal ReserveSystem (the “Federal Reserve”) or otherwise becomes subject to regulatory capital requirements under federal banking laws (a “Regulated Institution”), the limitation in the prior sentencewill include the capital adequacy regulations and guidelines established by the applicable federal banking agency.We may redeem the Series B 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 the First Reset Date or any dividend payment date thereafter, 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 $25per depositary share), plus any declared and unpaid dividends. If Bread Financial ever becomes a Regulated Institution, any redemption of the Series B 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 B Preferred Stock, including capital regulations and guidelines. See “Description of the Series B Preferred Stock—Redemption—Optional Redemption” beginning on pageS-23 for additional information. If we redeem the Series B 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 PrB.” Trading of the depositary shares is expected to commencewithin the 30-day period following the original issue date of the depositary shares. Our common stock is listed on the NYSE under the symbol “BFH.” The Series B Preferred Stock will not have any voting rights, except the limited ones set forth under “Description of the Series B Preferred Stock—Voting Rights” beginning on Investing in the depositary shares involves risks. See “Risk Factors” beginning on page S-11. Neither the Securities and Excha