Bread Financial Holdings Inc. filed SEC Form 8-K: Events That Accelerate or Increase a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
$BFH
Real Estate
Real Estate
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):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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 | ||||||||||||
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 2.04 Triggering Event That Accelerates or Increases a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
On October 28, 2025, Bread Financial Holdings, Inc. (the “Company”) issued a conditional notice of redemption to redeem all of its outstanding 9.750% senior notes due 2029 (the “2029 Notes”). The redemption is expected to occur on November 7, 2025 (the “Redemption Date”), subject to satisfaction or waiver by the Company of the Condition (as defined below). The 2029 Notes were issued under an indenture (the “Indenture”) dated as of December 22, 2023, by and among the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association as trustee (the “Trustee”). The 2029 Notes will be redeemed pursuant to Article 3 of the Indenture if the Condition is satisfied or waived. The 2029 Notes will be redeemed at par, plus a “make-whole” premium, plus accrued and unpaid interest to, but not including, the Redemption Date.
The redemption of the 2029 Notes is conditioned upon the completion by the Company of one or more debt financings in an aggregate principal amount of at least $500 million and the receipt by the Company (or the Trustee on behalf of the Company) of not less than $500 million in gross proceeds therefrom no later than 11:00 a.m. New York City time on the Redemption Date (the “Condition”), which the Company expects to satisfy upon closing of the offering of Notes (as defined below). Any such financings are subject to market and other conditions. There can be no guarantee that the Condition will be satisfied.
Item 8.01 Other Events.
On October 28, 2025, the Company issued a press release announcing a private offering of senior notes (the “Notes”). A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference. The Company intends to use the net proceeds from the offering of Notes announced today, together with approximately $275 million cash on hand, for the redemption in full of its 2029 Notes (of which there is $719 million aggregate principal amount outstanding). The offering of the Notes is subject to market and other conditions.
This Current Report on Form 8-K (this “Report”) and the press release attached hereto as Exhibit 99.1 (the “Release”) do not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful and neither this Report nor the Release constitute a notice of redemption for the 2029 Notes. The Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Document Description | |||||||
| Press release announcing the notes offering, dated October 28, 2025. | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: October 28, 2025 | By: | /s/ Joseph L. Motes III | ||||||
| Joseph L. Motes III Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | ||||||||