Bread Financial Holdings, Inc.

Item 8.01 Other Events. On October 27, 2026, Bread Financial Holdings, Inc. (the “Company”) announced the pricing of an underwritten public offering of 5,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of its 9.375% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.01 per share (the “Series C Preferred Stock”), with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series C Preferred Stock). In addition, pursuant to the underwriting agreement, dated October 27, 2026, between the Company and Morgan Stanley & Co., LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (the “Underwriters”), the Company granted the Underwriters an option to purchase up to an additional 750,000 Depositary Shares at the same price for a period of 30 days following October 27, 2026. The Company intends to use the net proceeds from the sale of the Depositary Shares for general corporate purposes, which may include contributing or lending all or a portion of the proceeds to its subsidiary bank, Comenity Capital Bank, and share repurchases. A copy of a press release announcing the pricing of the offering is filed as Exhibit 99.1 hereto and incorporated herein by reference. The offering of the Depositary Shares and the Series C Preferred Stock has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (Registration No. 333-291573) (the “Registration Statement”), and a prospectus supplement, dated October 27, 2026, which will be filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act no later than the second business day following the date it was first used in connection with the public offering.