Bread Financial Holdings提交8-K：披露2026年第三季度业绩材料并宣布三类股票股息

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):

October 22, 2026

BREAD FINANCIAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

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:

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

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 2.02 Results of Operations and Financial Condition.

On October 22, 2026, Bread Financial Holdings, Inc. (the “Company”) issued a press release regarding its results of operations for the quarter ended September 30, 2026 (the “Q3 2026 Earnings Release”). Copies of the Q3 2026 Earnings Release and the related financial supplement are furnished as Exhibit 99.1 and Exhibit 99.2 hereto, respectively.

Item 7.01 Regulation FD Disclosure.

In connection with the Q3 2026 Earnings Release, on October 22, 2026, the Company posted an investor presentation to the Company’s website (at www.breadfinancial.com) on the “Investors” page under “Events & Presentations,” where the Company routinely posts, and intends to do so in the future, announcements, events, presentations, news releases and other investor information. The investor presentation may be used by the Company’s senior management during meetings and calls with analysts, investors and other market participants. Information on the Company’s website does not constitute a part of this Current Report on Form 8-K.

Item 8.01 Other Events.

On October 22, 2026, the Company issued a press release announcing that the Board of Directors of the Company has declared: (i) a quarterly cash dividend of $21.56 per share of its 8.625% Non-Cumulative Perpetual Preferred Stock, Series A (equivalent to $0.539 per depositary share, each representing a 1/40th interest in a share of preferred stock), payable on December 15, 2026 to preferred stockholders of record at the close of business on November 30, 2026; (ii) a quarterly cash dividend of $22.19 per share of its 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (equivalent to $0.55475 per depositary share, each representing a 1/40th interest in a share of preferred stock), payable on December 15, 2026 to preferred stockholders of record at the close of business on November 30, 2026; and (iii) a quarterly cash dividend of $0.25 per share of common stock, payable on December 15, 2026 to common stockholders of record at the close of business on November 30, 2026. A copy of the press release announcing these dividends is attached as Exhibit 99.3 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Note: Except for the information in Item 8.01 hereof (including Exhibit 99.3 hereto), the information contained in this report (including Exhibits 99.1 and 99.2) 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.

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.