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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):
May 19, 2026
https://cdn.kscope.io/e789954292ab95fa4b5c7e4a70241733-Image_0.jpg
BREAD FINANCIAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware001-1574931-1429215
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
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:
☐Written communications pursuant to Rule 425 under the Securities Act
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, par value $0.01 per shareBFHNYSE
Depositary Shares, Each Representing a 1/40th Interest in a Share of 8.625% Non-Cumulative Perpetual Preferred Stock, Series ABFH PrANYSE
Depositary Shares, Each Representing a 1/40th Interest in a Share of 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series BBFH PrBNYSE
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 5.07 Submission of Matters to a Vote of Security Holders.

On May 19, 2026, Bread Financial Holdings, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) in a virtual-only format. A total of 37,841,186 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing approximately 91.35% of the Company’s shares outstanding as of March 25, 2026, the record date set for the Annual Meeting. The matters voted on at the Annual Meeting and the results for each matter were as follows:

(a) Proposal 1: Each of Ralph J. Andretta, John J. Fawcett, John C. Gerspach, Jr., Praniti Lakhwara, 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 2027 annual meeting of stockholders.

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

John J. Fawcett
34,218,396For
62,228Against


7,809Abstain
3,552,752Broker Non-Votes


John C. Gerspach, Jr.
34,024,883For
255,432Against
8,118Abstain
3,552,752Broker Non-Votes


Praniti Lakhwara
34,241,651For
32,194Against
14,588Abstain
3,552,752Broker Non-Votes


Rajesh Natarajan
33,998,473For
281,302Against
8,658Abstain
3,552,752Broker Non-Votes


Joyce St. Clair
34,261,613For
19,165Against
7,655Abstain
3,552,752Broker Non-Votes

Timothy J. Theriault
34,141,303For
139,063Against
8,067Abstain
3,552,752Broker Non-Votes


Laurie A. Tucker
33,855,221For
425,581Against
7,631Abstain
3,552,752Broker Non-Votes





Sharen J. Turney
33,874,190For
406,562Against
7,681Abstain
3,552,752Broker Non-Votes

Roger H. Ballou, who has been a director of the Company since 2001, did not stand for re-election and retired from our Board of Directors effective May 19, 2026.

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

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

(d) 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.
36,998,194For
822,956Against
20,035Abstain
0Broker Non-Votes





Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.Document Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.
Bread Financial Holdings, Inc.
Date: May 22, 2026By:/s/ Joseph L. Motes III
Joseph L. Motes III
Executive Vice President, Chief
Administrative Officer, General
Counsel and Secretary