Results of Operations and Financial Condition. On July 23, 2026, Bread Financial Holdings, Inc. (the “Company”) issued a press release regarding its results of operations for the quarter ended June 30, 2026 (the “Q2 2026 Earnings Release”). Copies of the Q2 2026 Earnings Release and the related financial supplement are furnished as Exhibit 99.1 and Exhibit 99.2 hereto, respectively.

Other Events. On July 23, 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 September 15, 2026 to preferred stockholders of record at the close of business on August 31, 2026; (ii) a quarterly cash di…

Executive Vice President and Chief Commercial Officer — Valerie Greer: Valerie Greer is retiring from her role as Executive Vice President and Chief Commercial Officer.

Material Modification to Rights of Security Holders. On May 11, 2026, Bread Financial Holdings, Inc. (the “Company”) filed a Certificate of Designations (effective May 12, 2026) (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, establishing the voting rights, powers, preferences and privileges, and the relative, participating, optional and other rights, and the qualifications, limitations or restrictions thereof, of its 8.875% Fixed Rate Reset Non-Cumul…

Other Events. On May 5, 2026, Bread Financial Holdings, Inc. (the “Company”) announced the pricing of an underwritten public offering of 4,800,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of its 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share (the “Series B Preferred Stock”), with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series B Preferred Sto…

Other Events. On May 5, 2026, Bread Financial Holdings, Inc. (the “Company”) issued a press release announcing the launch of a public offering of depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share (the “Series B Preferred Stock”), with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series B Preferred Stock). A c…

Results of Operations and Financial Condition. On April 23, 2026, Bread Financial Holdings, Inc. (the “Company”) issued a press release regarding its results of operations for the quarter ended March 31, 2026 (the “Q1 2026 Earnings Release”). Copies of the Q1 2026 Earnings Release and the related financial supplement are furnished as Exhibit 99.1 and Exhibit 99.2 hereto, respectively.

Regulation FD Disclosure. On February 26, 2026, Bread Financial Holdings, Inc. (the “Company”) issued a press release announcing that its Board of Directors has approved a $600 million increase to the Company’s existing share repurchase authorization. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Entry into a Material Definitive Agreement. 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 “Note…

Termination of a Material Definitive Agreement. The information set forth under

Results of Operations and Financial Condition. On January 29, 2026, Bread Financial Holdings, Inc. (the “Company”) issued a press release regarding its results of operations for the fourth quarter ended December 31, 2025 (the “Q4 2025 Earnings Release”). Copies of the Q4 2025 Earnings Release and the related financial supplement are furnished as Exhibit 99.1 and Exhibit 99.2 hereto, respectively.

Material Modification to Rights of Security Holders. On November 24, 2025, Bread Financial Holdings, Inc. (the “Company”) filed a Certificate of Designations (effective November 25, 2025) (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, establishing the voting rights, powers, preferences and privileges, and the relative, participating, optional and other rights, and the qualifications, limitations or restrictions thereof, of its 8.625% Non-Cumulative P…

Other Events. On November 20, 2025, Bread Financial Holdings, Inc. (the “Company”) announced the pricing of an underwritten public offering of up to 3,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of its 8.625% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (the “Series A Preferred Stock”), with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series A Preferred Stock).…

Other Events. On November 20, 2025, Bread Financial Holdings, Inc. (the “Company”) issued a press release announcing the launch of a public offering of depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of its Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (the “Series A Preferred Stock”), with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series A Preferred Stock). A copy of the…

Entry into a Material Definitive Agreement. Indenture and Notes 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”). The Notes were issued pursuant to an indenture (the “Indenture”) dated as of November 6, 2025 among the Company, certain of the Company’s domestic subsidiaries as guarantors and U.S. Bank Trust Company, National Association, as trustee (the “Tr…

Forward Looking Statements Certain statements in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give the Company’s expectations or forecasts of future events and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan,” “likely,” “may,” “shoul…

Entry into a Material Definitive Agreement. On October 28, 2025, Bread Financial Holdings, Inc. (the “Company”) and certain of its subsidiary guarantors (the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with Wells Fargo Securities, LLC and BMO Capital Markets Corp., as representatives of the several initial purchasers named therein (collectively, the “Initial Purchasers”), under which the Company agreed to sell $500 million aggregate principal amount of 6.750% se…

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 2…

Results of Operations and Financial Condition. On October 23, 2025, Bread Financial Holdings, Inc. (the “Company”) issued a press release regarding its results of operations for the third quarter ended September 30, 2025 (the “Q3 2025 Earnings Release”). A copy of the Q3 2025 Earnings Release is furnished as Exhibit 99.1 hereto.

Regulation FD Disclosure. On August 27, 2025, Bread Financial Holdings, Inc. issued a press release announcing that its Board of Directors has authorized a new plan to repurchase up to $200 million of shares of its common stock. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Other Events. On August 22, 2025, the Company issued a press release announcing the expiration and results of its previously announced cash tender offer of up to $150,000,000 in aggregate principal amount of the Company’s 9.750% Senior Notes due 2029 and 8.375% Fixed-Rate Reset Subordinated Notes due 2035. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference. This Current Report on Form 8-K and the press release attached hereto as Exhibits…

Other Events. On August 7, 2025, the Company issued a press release announcing early tender results of its previously announced cash tender offer of up to $150,000,000 in aggregate principal amount of the Company’s 9.750% Senior Notes due 2029 and 8.375% Fixed-Rate Reset Subordinated Notes due 2035. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference. This Current Report on Form 8-K and the press release attached hereto as Exhibits 99.1 do…

Results of Operations and Financial Condition. On July 24, 2025, Bread Financial Holdings, Inc. (the “Company”) issued a press release regarding its results of operations for the second quarter ended June 30, 2025 (the “Q2 2025 Earnings Release”). A copy of the Q2 2025 Earnings Release is furnished as Exhibit 99.1 hereto.

Other Events. On July 24, 2025, the Company issued a press release announcing an offer to repurchase for cash up to $150,000,000 aggregate principal amount of the Company’s 9.750% Senior Notes due 2029 and/or the Company’s 8.375% Fixed-Rate Reset Subordinated Notes due 2035. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference. This Current Report on Form 8-K and the press release attached hereto as Exhibits 99.1 do not constitute an offer…

Other Events. On June 5, 2025, the Company issued a press release announcing early tender results of its previously announced cash tender offer of up to $150,000,000 in aggregate principal amount of the Company’s 9.750% Senior Notes due 2029. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference. This Current Report on Form 8-K and the press release attached hereto as Exhibits 99.1 do not constitute an offer to sell or the solicitation of an…