BREAD FINANCIAL HOLDINGS, INC.

8-K · bfh-20260610.htm iXBRL

0001101215 2026-06-10 2026-06-10 0001101215 us-gaap:CommonStockMember 2026-06-10 2026-06-10 0001101215 us-gaap:SeriesAPreferredStockMember 2026-06-10 2026-06-10 0001101215 us-gaap:SeriesBPreferredStockMember 2026-06-10 2026-06-10

 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM  8-K
 CURRENT REPORT
 PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934
 Date of report (Date of earliest event reported):
 June 10, 2026

 BREAD FINANCIAL HOLDINGS, INC.
 (Exact Name of Registrant as Specified in Charter)

 Delaware 001-15749 31-1429215
 (State or Other Jurisdiction
of Incorporation) (Commission
File Number) (IRS Employer
Identification No.)

 3095 LOYALTY CIRCLE
 COLUMBUS ,  Ohio   43219
 (Address and Zip Code of Principal Executive Offices)
 ( 614 )  729-4000
 (Registrant’s Telephone Number, including Area Code)
 NOT APPLICABLE
 (Former name or former address, if changed since last report)☐
 Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 ☐ Written communications pursuant to Rule 425 under the Securities Act

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class Trading symbol Name of each exchange on which registered
 Common Stock, par value $0.01 per share BFH NYSE
 Depositary Shares, Each Representing a 1/40th Interest in a Share of 8.625% Non-Cumulative Perpetual Preferred Stock, Series A BFH PrA NYSE
 Depositary Shares, Each Representing a 1/40th Interest in a Share of 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B BFH PrB NYSE

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company    ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    [  ]

 Item 7.01 Regulation FD Disclosure.
 On June 10, 2026 , Bread Financial Holdings, Inc. issued a press release providing a performance update as of and for the period ended May 31, 2026. A copy of this press release is attached hereto as Exhibit 99.1.

 Item 9.01 Financial Statements and Exhibits.
 (d) Exhibits

 Exhibit No. Document Description

 99.1
 Press release dated June 10, 2026 providing a performance update as of and for the period ended May 31, 2026.

 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 The information contained in this report (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 Bread Financial Holdings, Inc.

 Date: June 10, 2026
 By: /s/ Joseph L. Motes III
 Joseph L. Motes III
Executive Vice President, Chief Legal and Administrative Officer, and Secretary