secwatch / observer

BREAD FINANCIAL HOLDINGS, INC. — fact timeline

Source-grounded facts extracted from BREAD FINANCIAL HOLDINGS, INC.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

BFH BREAD FINANCIAL HOLDINGS, INC. JSON
Shareholder Votes

BREAD FINANCIAL HOLDINGS, INC. shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026 at the 2026-05-19 meeting.

“Proposal 4: The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 was ratified by the Company’s stockholders. 36,998,194 For 822,956 Against 20,035 Abstain 0 Broker Non-Votes”
Shareholder Votes

BREAD FINANCIAL HOLDINGS, INC. shareholders approved Approval of 2026 Employee Stock Purchase Plan at the 2026-05-19 meeting.

“Proposal 3: The 2026 Employee Stock Purchase Plan, was approved by the Company’s stockholders. 34,219,041 For 55,969 Against 13,423 Abstain 3,552,752 Broker Non-Votes”
Shareholder Votes

BREAD FINANCIAL HOLDINGS, INC. shareholders approved Advisory vote on executive compensation at the 2026-05-19 meeting.

“Proposal 2: Executive compensation was approved, on an advisory basis, by the Company’s stockholders. 31,508,096 For 2,754,478 Against 25,859 Abstain 3,552,752 Broker Non-Votes”
Shareholder Votes

BREAD FINANCIAL HOLDINGS, INC. shareholders approved Election of Directors at the 2026-05-19 meeting.

“Ralph J. Andretta 34,147,196 For 133,556 Against 7,681 Abstain 3,552,752 Broker Non-Votes”
Governance Changes

BREAD FINANCIAL HOLDINGS, INC.: Filed Certificate of Designations establishing Series B Preferred Stock, amending the certificate of incorporation (effective 2026-05-12).

“The Certificate of Designations became effective May 12, 2026 after filing with the Secretary of State of the State of Delaware on May 11, 2026 and it amends the Company’s Third Amended and Restated Certificate of Incorporation.”
Earnings Releases

BREAD FINANCIAL HOLDINGS, INC. reported the first quarter ended March 31, 2026 results: net income $181 million.

“Bread Financial delivered impressive first quarter results underscored by a return to loan growth with end-of-period loans up 2% year-over-year, alongside increasing growth in credit sales and improved credit metrics. Net income was $181 million, with revenue improvement of 5%, and tangible book value per common share grew by 26% year-over-year.”
Material Agreements

BREAD FINANCIAL HOLDINGS, INC. terminated Capped Call Unwind Agreements with financial institutions party to the Capped Call Transactions valued at termination of Capped Call Transactions; delivery of approximately 1.5 million shares of Common Stoc (effective 2026-02-17).

“On February 17, 2026, Bread Financial Holdings, Inc. (the “Company”) entered into separate, privately negotiated termination agreements (the “Capped Call Unwind Agreements”) with each of the financial institutions (the “Option Counterparties”) party to the capped call transactions (the “Capped Call Transactions”) that were previously entered into by the Company in connection with the issuance of its 4.25% Convertible Senior Notes due 2028 (the “Notes”) in June 2023.”
Equity Issuances

BREAD FINANCIAL HOLDINGS, INC. issued 3,000,000 depositary shares of preferred stock to public investors for not specified.

“On November 25, 2025, the Company issued and sold 3,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Series A Preferred Stock.”
Governance Changes

BREAD FINANCIAL HOLDINGS, INC.: Filed Certificate of Designations establishing terms of 8.625% Non-Cumulative Perpetual Preferred Stock, Series A, amending the Third Amended and Restated Certificate of Incorporation (effective 2025-11-25).

“The Certificate of Designations became effective November 25, 2025 after filing with the Secretary of State of the State of Delaware on November 24, 2025 and it amends the Company’s Third Amended and Restated Certificate of Incorporation.”
Debt Financings

BREAD FINANCIAL HOLDINGS, INC. incurred senior notes of $500 million with U.S. Bank Trust Company, National Association at 6.750% maturing May 15, 2031.

“On November 6, 2025, Bread Financial Holdings, Inc. (the “Company”) closed its previously announced offering of $500 million principal amount of 6.750% Senior Notes due 2031 (the “Notes”).”
Debt Financings

BREAD FINANCIAL HOLDINGS, INC. faced acceleration on senior notes of all of its outstanding 9.750% senior notes due 2029 with U.S. Bank Trust Company, National Association at 9.750% maturing due 2029.

“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”).”
Debt Financings

BREAD FINANCIAL HOLDINGS, INC. incurred senior notes of $400 million principal amount with U.S. Bank Trust Company, National Association at 8.375% per annum maturing June 15, 2035.

“On March 10, 2025, Bread Financial Holdings, Inc. (the “Company”) closed its previously announced offering of $400 million principal amount of 8.375% Fixed-Rate Reset Subordinated Notes due 2035 (the “Notes”).”

Praniti Lakhwara was appointed as Director at BREAD FINANCIAL HOLDINGS, INC..

“On June 10, 2024, the Board of Directors (the “ Board ”) of Bread Financial Holdings, Inc. (the “ Company ”) voted to increase the size of the Board to ten directors and appointed Praniti Lakhwara as a director and member of the Risk & Technology Committee, all effective as of June 10, 2024.”
Shareholder Votes

BREAD FINANCIAL HOLDINGS, INC. shareholders approved The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was ratified at the 2024-05-14 meeting.

“The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was ratified by the Company’s stockholders. 41,841,288 For 1,294,075 Against 32,079 Abstain”
Shareholder Votes

BREAD FINANCIAL HOLDINGS, INC. shareholders approved The 2024 Omnibus Incentive Plan was approved at the 2024-05-14 meeting.

“The 2024 Omnibus Incentive Plan was approved by the Company’s stockholders. 36,394,759 For 2,189,842 Against 23,972 Abstain 4,558,869 Broker Non-Votes”
Shareholder Votes

BREAD FINANCIAL HOLDINGS, INC. shareholders approved Executive compensation was approved, on an advisory basis at the 2024-05-14 meeting.

“Executive compensation was approved, on an advisory basis, by the Company’s stockholders. 31,462,452 For 7,112,629 Against 33,492 Abstain 4,558,869 Broker Non-Votes”
Shareholder Votes

BREAD FINANCIAL HOLDINGS, INC. shareholders approved Election of directors at the 2024-05-14 meeting.

“Each of Ralph J. Andretta, Roger H. Ballou, John J. Fawcett, John C. Gerspach, Jr., Rajesh Natarajan, Joyce St. Clair, Timothy J. Theriault, Laurie A. Tucker and Sharen J. Turney was elected as a director of the Company to serve until the 2025 annual meeting of stockholders.”
Earnings Releases

BREAD FINANCIAL HOLDINGS, INC. reported first quarter ended March 31, 2024 results: revenue $991MM, net income $134 million, EPS $2.70.

“offering to $900 million in January 2024; reduced parent-level debt by $100 million. • Grew direct-to-consumer deposits to $7 billion at quarter-end. $18.5B 1Q24 Average loans $991MM 1Q24 Revenue 12.6% Common equity tier 1 capital ratio $45.96 Tangible book value per share Exhibit 99.1 Bread Financial | April 25, 2024 2 "Our first quarter financial results”
Earnings Releases

BREAD FINANCIAL HOLDINGS, INC. reported financial results for the fourth quarter and fiscal year ended December 31, 2023.

“On January 25, 2024, Bread Financial Holdings, Inc. (the “Company”) issued a press release regarding its results of operations for the fourth quarter and fiscal year ended December 31, 2023 (the “Q4 2023 Earnings Release”).”
Debt Financings

BREAD FINANCIAL HOLDINGS, INC. incurred senior notes of $300 million principal amount with U.S. Bank Trust Company, National Association at 9.750% maturing March 15, 2029.

“On January 19, 2024, Bread Financial Holdings, Inc. (the “Company”) closed its previously announced offering (the “Offering”) of $300 million principal amount of additional 9.750% Senior Notes due 2029”
Debt Financings

BREAD FINANCIAL HOLDINGS, INC. faced acceleration on senior notes of $400 million aggregate principal amount with U.S. Bank Trust Company, National Association at 7.000% maturing due 2026.

“On January 8, 2024, Bread Financial Holdings, Inc. (the “Company”) issued a conditional notice of redemption to redeem $400 million aggregate principal amount of its outstanding 2026 Notes.”
Material Agreements

BREAD FINANCIAL HOLDINGS, INC. entered into Purchase Agreement with J.P. Morgan Securities LLC, as representative of the several initial purchasers valued at $300 million aggregate principal amount of additional 9.750% senior notes due 2029 (effective 2024-01-08).

“On January 8, 2024 Bread Financial Holdings, Inc. (the “Company”) and certain subsidiary guarantors named therein (the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), under which the Company agreed to sell $300 million aggregate principal amount of additional 9.750% senior notes due 2029 (the “Additional Notes”), in a private offering”
Debt Financings

BREAD FINANCIAL HOLDINGS, INC. incurred senior notes of $600 million principal amount with U.S. Bank Trust Company, National Association at 9.750% maturing March 15, 2029.

“On December 22, 2023, Bread Financial Holdings, Inc. (the “Company”) closed its previously announced offering of $600 million principal amount of 9.750% Senior Notes due 2029 (the “Notes”).”
Material Agreements

BREAD FINANCIAL HOLDINGS, INC. entered into Indenture for 9.750% Senior Notes due 2029 with U.S. Bank Trust Company, National Association valued at $600 million principal amount (effective 2023-12-22).

“On December 22, 2023, Bread Financial Holdings, Inc. (the “Company”) closed its previously announced offering of $600 million principal amount of 9.750% Senior Notes due 2029 (the “Notes”). The Notes were issued pursuant to an indenture (the “Indenture”) dated as of December 22, 2023 among the Company, certain of the Company’s domestic subsidiaries as guarantors and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).”
Material Agreements

BREAD FINANCIAL HOLDINGS, INC. entered into Purchase Agreement with J.P. Morgan Securities LLC, as representative of the several initial purchasers valued at $600,000,000 senior notes at 100% of principal amount for net proceeds of approximately $592,500,000 (effective 2023-12-12).

“On December 12, 2023, Bread Financial Holdings, Inc. (the “Company”) and certain subsidiary guarantors named therein (the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), under which the Company agreed to sell $600 million aggregate principal amount of senior notes (the “Notes”), in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).”
Earnings Releases

BREAD FINANCIAL HOLDINGS, INC. updated its third quarter ended September 30, 2023 guidance (reaffirmed).

“On October 26, 2023, Bread Financial Holdings, Inc. (the “Company”) issued a press release regarding its results of operations for the third quarter ended September 30, 2023 (the “Q3 2023 Earnings Release”).”
Earnings Releases

BREAD FINANCIAL HOLDINGS, INC. updated its full year 2023 guidance (lowered).

“Our 2023 full year outlook is updated to reflect slower sales growth as a result of strategic credit tightening and moderating consumer spending, which pressures loan growth and the net loss rate.”
Earnings Releases

BREAD FINANCIAL HOLDINGS, INC. reported the second quarter ended June 30, 2023 results: revenue $952MM, net income $48 million, EPS $0.95 per diluted share.

“rate would have been approximately 7%. • Tangible book value per share increased $7.24, or 23%, versus the second quarter of 2022. $17,652MM Average credit card and other loans $952MM Revenue 9.4% TCE/TA ratio $38.99 Tangible book value per share Exhibit 99.1 Bread Financial | July 27, 2023 2 2023 full year outlook • "Our 2023 full year outlook is updated to”

Joyce St. Clair was appointed as director at BREAD FINANCIAL HOLDINGS, INC..

“On July 10, 2023, the Board of Directors (the “ Board ”) of Bread Financial Holdings, Inc. (the “ Company ”) voted to expand the size of the Board to eight directors and appointed Joyce St. Clair as a director and member of each of the Risk Committee and the Compensation & Human Capital Committee, all effective as of July 10, 2023.”
Material Agreements

BREAD FINANCIAL HOLDINGS, INC. entered into Indenture with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) valued at $316.25 million aggregate principal amount of 4.25% Convertible Senior Notes due 2028 (effective 2023-06-13).

“On June 13, 2023, Bread Financial Holdings, Inc. (the “Company”) closed its previously announced offering of $316.25 million aggregate principal amount of 4.25% Convertible Senior Notes due 2028 (the “Notes”). The Notes were issued pursuant to an indenture (the “Indenture”) dated as of June 13, 2023 among the Company, certain of the Company’s domestic subsidiaries as guarantors and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).”
Material Agreements

BREAD FINANCIAL HOLDINGS, INC. entered into Purchase Agreement with certain initial purchasers (the “Initial Purchasers”) valued at $275 million aggregate principal amount (effective 2023-06-08).

“On June 8, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with certain initial purchasers (the “Initial Purchasers”) agreeing, subject to customary conditions, to issue and sell $275 million aggregate principal amount of Notes to the Initial Purchasers.”
Material Agreements

BREAD FINANCIAL HOLDINGS, INC. entered into New Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and other financial institutions valued at a $700 million senior unsecured revolving credit facility and a $575 million senior unsecured delaye (effective 2023-06-07).

“On June 7, 2023, Bread Financial Holdings, Inc. (the “Company”) entered into a credit agreement (the “New Credit Agreement”) with certain of its subsidiaries, as guarantors (the “Guarantors”), JPMorgan Chase Bank, N.A., as administrative agent, and other financial institutions (together, the “lenders”), pursuant to which such lenders have agreed to provide a $700 million senior unsecured revolving credit facility (the “New RCF Facility”) and a $575 million senior unsecured delayed draw term loan facility (the “New Term Loan Facility” and together with the New RCF Facility, the “Facilities”)”
Shareholder Votes

BREAD FINANCIAL HOLDINGS, INC. shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2023 at the 2023-05-16 meeting.

“Proposal 4: The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 was ratified by the Company’s stockholders.”
Shareholder Votes

BREAD FINANCIAL HOLDINGS, INC. shareholders approved Frequency of future advisory votes on executive compensation at the 2023-05-16 meeting.

“Proposal 3: The frequency of holding future advisory votes on executive compensation was approved, on an advisory basis, by the Company’s stockholders for every “one year.””
Shareholder Votes

BREAD FINANCIAL HOLDINGS, INC. shareholders approved Advisory vote on executive compensation at the 2023-05-16 meeting.

“Proposal 2: Executive compensation was approved, on an advisory basis, by the Company’s stockholders.”
Shareholder Votes

BREAD FINANCIAL HOLDINGS, INC. shareholders approved Election of Directors at the 2023-05-16 meeting.

“Proposal 1: Each of Ralph J. Andretta, Roger H. Ballou, John C. Gerspach, Jr., Rajesh Natarajan, Timothy J. Theriault, Laurie A. Tucker and Sharen J. Turney was elected as a director of the Company”
Earnings Releases

BREAD FINANCIAL HOLDINGS, INC. reported first quarter ended March 31, 2023 results: revenue $1,289 million, net income $455 million, EPS $9.08 per diluted share. Guidance reaffirmed.

“COLUMBUS, Ohio, April 27, 2023 – Bread Financial Holdings, Inc. (NYSE: BFH), a tech-forward financial services company that provides simple, personalized payment, lending, and saving solutions, today announced financial results for the first quarter ended March 31, 2023. • First quarter net income was $455 million, or $9.08 per diluted share, with a $230 million pretax gain on portfolio sale and a pretax reserve release of $235 million due primarily to the sale of the BJ's Wholesale Club portfolio in February. • First quarter revenue was $1,289 million, up $368 million, or 40%, and up 15%, excluding the gain on portfolio sale versus the first quarter of 2022.”

Karin J. Kimbrough departed as Director at BREAD FINANCIAL HOLDINGS, INC..

“On February 23, 2023, Karin J. Kimbrough, who currently serves as a member of the Board of Directors (the “Board”) of Bread Financial Holdings, Inc. (the “Company”) and the Board’s Compensation & Human Capital Committee and Risk Committee, informed the Company of her decision not to stand for re-election at the Company’s 2023 Annual Meeting of Stockholders, at which time her term as a director and committee member will expire.”
Earnings Releases

BREAD FINANCIAL HOLDINGS, INC. reported fourth quarter and fiscal year ended December 31, 2022 results: revenue $1,033 million, net income $(134) million, EPS $(2.68) per diluted share. Guidance reaffirmed.

“due to strong loan growth in the quarter, including the required reserve build relating to the acquisition of the AAA credit card portfolio. Total fourth quarter revenue was $1,033 million, up $178 million, or 21%, versus the fourth quarter of 2021. As expected, normalization of credit metrics continued in the fourth quarter with a delinquency rate of 5.5% and a”
Debt Financings

BREAD FINANCIAL HOLDINGS, INC. amended credit facility with Wells Fargo Bank, National Association at replacing the London Interbank Offered Rate (LIBOR) with the Secured Overnight F.

“The Eighth Amendment, among other things, (i) updated the name of the borrower from Alliance Data Systems Corporation to Bread Financial Holdings, Inc. to reflect the previously reported change in the Company’s name that became effective on March 23, 2022 and (ii) revised the method of determining interest rates to be charged in connection with the loans under the Amended Credit Agreement, replacing the London Interbank Offered Rate (LIBOR) with the Secured Overnight Financing Rate (SOFR) as the benchmark.”
Material Agreements

BREAD FINANCIAL HOLDINGS, INC. amended Eighth Amendment to Amended and Restated Credit Agreement with Wells Fargo Bank, National Association (effective 2022-12-13).

“On December 13, 2022, Bread Financial Holdings, Inc., as the borrower (the “Company”), and certain of the Company’s subsidiaries entered into an Eighth Amendment to Amended and Restated Credit Agreement with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the lenders party thereto (the “Eighth Amendment”)”
Earnings Releases

BREAD FINANCIAL HOLDINGS, INC. reported third quarter ended September 30, 2022 results: revenue $979 million, net income $134 million, EPS $2.69. Guidance reaffirmed.

“announced financial results for the third quarter ended September 30, 2022. Third quarter net income was $134 million, or $2.69 per diluted share. Total third quarter revenue was $979 million, up $128 million, or 15%, versus the third quarter of 2021.”

Laura Santillan departed as Senior Vice President and Chief Accounting Officer at BREAD FINANCIAL HOLDINGS, INC..

“Mr. Campbell will succeed Laura Santillan, who, in connection with the Separation, has become Senior Vice President and Chief Accounting Officer of Loyalty Ventures.”

J. Bryan Campbell was appointed as Senior Vice President and Chief Accounting Officer at BREAD FINANCIAL HOLDINGS, INC..

“appointed J. Bryan Campbell as Senior Vice President and Chief Accounting Officer of ADS, effective November 8, 2021.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.