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):
BREAD FINANCIAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-15749
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31-1429215
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading
symbol
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Name of each exchange on
which registered
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Common Stock, par value $0.01 per share
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BFH
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NYSE
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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 27, 2022, Bread Financial Holdings, Inc. (the “Company”)
issued a press release regarding its results of operations for the
third quarter ended September 30, 2022 (the “Q3 2022 Earnings
Release”). A copy of the Q3 2022 Earnings Release is
furnished as Exhibit 99.1 hereto.
Item 7.01 Regulation FD Disclosure.
In connection with the Q3 2022 Earnings Release, on October 27,
2022, the Company made available an investor presentation that may
be used by the Company’s senior management during meetings and
calls with analysts, investors and other market participants, a
copy of which is furnished as Exhibit 99.2 hereto and is posted on
the Company’s website at www.breadfinancial.com on the “Investors”
page under “Events & Presentations.” 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 27, 2022, the Company issued a press release announcing
that the Board of Directors of the Company declared a quarterly
cash dividend of $0.21 per share of common stock, payable on
December 16, 2022 to stockholders of record at the close of
business on November 14, 2022. A copy of the press release
announcing the Company‘s quarterly dividend is attached as Exhibit
99.3 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Document
Description
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Press Release dated October 27, 2022 announcing the Company’s
results of operations for the third quarter ended September 30,
2022.
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Investor Presentation dated October 27, 2022.
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Press Release dated October 27, 2022 announcing the Company’s
quarterly dividend.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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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, except as
expressly set forth by specific reference in such a filing.
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.
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Bread Financial Holdings, Inc.
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Date: October 27, 2022
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By:
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/s/ Joseph L. Motes
III
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Joseph L. Motes III
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Executive Vice President, Chief
Administrative Officer, General
Counsel and Secretary
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