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Bread Financial Holdings, Inc. (NYSE:BFH) announced Tuesday it has issued and sold 3,000,000 depositary shares, each representing a 1/40th interest in a share of its newly designated 8.625% Non-Cumulative Perpetual Preferred Stock, Series A. The depositary shares carry a liquidation preference of $1,000 per share of Series A Preferred Stock.
The issuance follows the company’s filing of a Certificate of Designations with the Secretary of State of Delaware, effective Tuesday, which establishes the rights and preferences of the Series A Preferred Stock. According to the filing, holders of the depositary shares are entitled to proportional rights and preferences of the Series A Preferred Stock, including dividend, voting, redemption, and liquidation rights.
The company entered into an underwriting agreement on November 20 with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and RBC Capital Markets, LLC, acting as representatives for the underwriters. The depositary shares were issued pursuant to a deposit agreement with Computershare Inc. and Computershare Trust Company, N.A. as depositary.
Under the terms of the Series A Preferred Stock, Bread Financial is restricted from declaring or paying dividends on, or repurchasing shares ranking junior or on parity to the Series A Preferred Stock if it has not declared and paid, or set aside, dividends on the Series A Preferred Stock for the preceding period.
The Certificate of Designations amends the company’s Third Amended and Restated Certificate of Incorporation. The descriptions of the Series A Preferred Stock and the depositary shares are qualified by reference to the relevant agreements filed as exhibits to the company’s Form 8-K.
This information is based on a statement from Bread Financial Holdings’ recent SEC filing.
In other recent news, Bread Financial Holdings announced the launch of an underwritten public offering of depositary shares, each representing a 1/40th interest in a share of its Non-Cumulative Perpetual Preferred Stock, Series A. The company plans to list these shares on the New York Stock Exchange. Additionally, Bread Financial reported an improvement in its credit performance metrics for October 2025, with the net loss rate decreasing to 7.5% from 7.9% in the same period last year, and net principal losses falling to $112 million from $120 million year-over-year.
In a significant financial move, Bread Financial priced $500 million in senior notes at 6.75%, due 2031, to be sold at 100% of the principal value in a private offering. The offering is expected to close on November 6, 2025, and is anticipated to generate approximately $493 million in net proceeds. The company intends to use these proceeds, along with about $275 million in cash on hand, to redeem all outstanding 9.750% Senior Notes due 2029, with $719 million still outstanding. These developments reflect Bread Financial’s ongoing efforts to manage its financial obligations and improve its financial metrics.
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