Bread Financial Prices $125M 9.375% Series C Preferred at $25 per Depositary Share

summarizeSummary

Bread Financial priced 5,000,000 depositary shares of its 9.375% Series C preferred at $25.00 each, raising $125 million ($143.75 million with the full over-allotment) at a 3.150% underwriting discount, and now expects approximately $120,162,500 in net proceeds assuming no exercise of the underwriters' option, to be used for general corporate purposes, which may include contributing or lending all or a portion of the proceeds to subsidiary bank Comenity Capital Bank, and share repurchases.

check_boxKey Events · Financing and Capital Events · BFH

• New · Oct 27 · GlobeNewswire

  Use of Proceeds and Underwriters' Option

  Net proceeds are intended for general corporate purposes, which may include contributing or lending all or a portion of the proceeds to subsidiary bank Comenity Capital Bank, and share repurchases. The underwriters have 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.

• New · Oct 27 · GlobeNewswire

  Par Value, Liquidation Preference and Underwriting Agreement

  The Series C Preferred Stock has a par value of $0.01 per share and a liquidation preference of $1,000 per share (equivalent to $25 per Depositary Share). The underwriting agreement dated October 27, 2026 is 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.

• Updated · Oct 27 · GlobeNewswire

  Proceeds and Underwriting Discount

  The 3.150% underwriting discount leaves $121,062,500 of proceeds before expenses; the 750,000-share over-allotment would lift the deal to $143,750,000. Net proceeds are now expected at approximately $120,162,500, assuming no exercise of the underwriters' option.

• Series C Preferred Priced at $25

  5,000,000 depositary shares, each a 1/40th interest in a 9.375% fixed rate reset non-cumulative perpetual preferred share, priced at $25.00 for a $125,000,000 base offering.

• Reset Terms and Redemption

  The coupon is fixed at 9.375% until the first reset date of December 15, 2031, then resets to the five-year Treasury rate plus 4.535 percentage points; the issuer may redeem on the first reset date or any dividend date thereafter.

• Settlement and Listing

  Trade date October 27, 2026 with settlement November 3, 2026; the issuer intends to list the depositary shares on the NYSE under 'BFH PrC' within 30 days of initial delivery.

auto_awesomeAnalysis · BFH · Finance

Bread Financial locked in terms on the Series C preferred it announced this morning: 5,000,000 depositary shares at $25.00 each for $125 million, or $143.75 million if the underwriters' 750,000-share over-allotment is fully exercised. The 9.375% fixed coupon resets after December 15, 2031 to the five-year Treasury plus 4.535 points, and the 3.150% underwriting discount leaves $121.06 million before expenses, with net proceeds now expected at approximately $120,162,500 assuming no exercise of the option. The shares carry a $0.01 par value and a $1,000 per share liquidation preference, equivalent to $25 per depositary share, and the underwriting agreement dated October 27, 2026 runs 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. Proceeds are intended for general corporate purposes, which may include contributing or lending all or a portion of the proceeds to subsidiary bank Comenity Capital Bank, and share repurchases. This is expensive perpetual capital that adds a new layer ahead of common equity in the capital structure, but it is non-cumulative preferred rather than common stock, so it does not add to the common share count. The company has been an active repurchaser, so the raise is best read as balance-sheet funding alongside that program rather than a replacement for it.