Bread Financial Holdings, Inc 10-Q for FY2026 Q2
Bread Financial Holdings, Inc. (BFH)
10-Q
2026-07-28
For: 2026-06-30
View Original
Added on
July 28, 2026
About this 10-Q
Bread Financial Holdings, Inc filed this 10-Q on July 28, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $993M
- up 6.9% from $929M a year earlier
- Net income
- $146M
- up 5.0% from net income of $139M a year earlier
- Diluted EPS
- $3.55
- up 20.7% from $2.94 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended June 30, 2026
or
Commission file number 001-15749
_______________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(614 ) 729-4000
(Registrant’s telephone number, including area code)
_______________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of July 22, 2026, 38,419,268 shares of common stock were outstanding.
BREAD FINANCIAL HOLDINGS, INC.
INDEX
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PART 1: FINANCIAL INFORMATION
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A).
The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our unaudited Consolidated Financial Statements and related Notes included elsewhere in this quarterly report, and our audited Consolidated Financial Statements and related Notes included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the SEC) on February 13, 2026 (the 2025 Form 10-K). Some of the information contained in this discussion and analysis constitutes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this report. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and those identified in our other filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our 2025 Form 10-K and this and our other Quarterly Reports on Form 10-Q.
OVERVIEW
We are a tech-forward financial services company that provides simple, personalized payment, lending and saving solutions to millions of U.S. consumers. Our payment solutions deliver growth for some of the most recognized brands in travel and entertainment, specialty apparel, health and beauty, jewelry, sporting goods, technology and electronics, as well as home and furniture through our co-brand and private label credit cards and pay-over-time products providing choice and value to our shared customers. Additionally, we offer Bread Financial general purpose credit cards and saving products that empower our customers and their passions for a better life.
We have continued to diversify our product mix with our brand partners through growth of our co-brand credit card programs, which, relative to our private label credit card programs, have higher credit sales per account and an improved credit risk mix that generally results in higher transactor balances, lower delinquencies and late fees, as well as lower losses. We also offer our proprietary credit cards along with the expansion of our Bread Pay products, which are our installment loans and “split-pay” offerings.
Our partner base consists of large consumer-based businesses, including well-known brands such as (alphabetically) AAA, Academy Sports + Outdoors, Caesars, Dell Technologies, Hard Rock International, the NFL, Raymour & Flanigan, Saks Fifth Avenue, Signet, Ulta and Victoria’s Secret, as well as small- and medium-sized businesses (SMBs). Our partner base is well diversified across a broad range of industries and retail verticals, including travel and entertainment, specialty apparel, health and beauty, jewelry, sporting goods, technology and electronics, as well as home and furniture. We believe our comprehensive suite of payment, lending and saving solutions, along with our related marketing and data and analytics, offers us a significant competitive advantage with products relevant across all customer segments (Gen Z, Millennial, Gen X and Baby Boomers). The breadth and quality of our product and service offerings, coupled with our customer-centric approach, have enabled us to establish and maintain long-standing partner relationships. We operate our business through a single reportable segment, with our primary source of revenue being from Interest and fees on loans from our various credit card and other loan products, and to a lesser extent from contractual relationships with our brand partners.
Throughout this report, unless stated or the context implies otherwise, the terms “Bread Financial,” “BFH,” the “Company,” “we,” “our” or “us” refer to Bread Financial Holdings, Inc. and its subsidiaries on a consolidated basis. References to “Parent Company” refer to Bread Financial Holdings, Inc. on a parent-only standalone basis. In addition, in this report we may refer to the retailers and other companies with whom we do business as our “partners,” “brand partners,” or “clients,” provided that the use of the term “partner,” “partnering” or any similar term does not mean or imply a formal legal partnership, and is not meant in any way to alter the terms of Bread Financial’s relationship with any third parties. We offer our credit products through our insured depository institution subsidiaries, Comenity Bank and Comenity Capital Bank, which together are referred to herein as the “Banks.”
NON-GAAP FINANCIAL MEASURES
We prepare our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (GAAP). However, certain information included herein constitutes Non-GAAP Financial
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Measures. Our calculations of Non-GAAP Financial Measures may differ from the calculations of similarly titled measures by other companies. In particular:
•We have previously repurchased and may, from time to time, in the future continue to repurchase debt, including any outstanding senior unsecured notes, subordinated notes or convertible notes. In such transactions, we may pay a premium to induce these repurchases, or in certain cases repurchase at a discount, which, from a GAAP perspective, would result in an impact to Total non-interest expenses, with a corresponding impact also reflected in Net income available to common stockholders and consequently our Earnings per diluted common share. For our prior debt repurchases, we show adjustments to these three financial statement line items to exclude the impacts from our debt repurchases. We use Adjusted total non-interest expenses, Adjusted net income available to common stockholders, and Adjusted earnings per diluted common share to evaluate the ongoing operations of the Company excluding the volatility that can occur from the impacts of our debt repurchases.
•Pretax pre-provision earnings (PPNR) represents Income from continuing operations before income taxes and the Provision for credit losses. PPNR excluding impacts from debt repurchases then excludes from PPNR the loss or gain on any debt repurchases in the period. We use PPNR and PPNR excluding impacts from debt repurchases as metrics to evaluate our results of operations before income taxes, excluding the movements that can occur within Provision for credit losses and the one-time nature of the impacts from debt repurchases.
•Return on average tangible common equity (ROTCE) represents annualized Income from continuing operations less Dividends to preferred stockholders, divided by average Tangible common equity. Tangible common equity (TCE) represents Total stockholders’ equity reduced by Preferred stock and Goodwill and intangible assets, net. We use ROTCE as a metric to evaluate the Company’s performance.
•Tangible book value per common share represents TCE divided by common shares outstanding. We use Tangible book value per common share, a metric used across the industry, to assess capital and performance, in conjunction with ROTCE.
We believe the use of these Non-GAAP financial measures provide additional clarity in understanding our results of operations and trends. For a reconciliation of these Non-GAAP financial measures to the most directly comparable GAAP measures, please see Table 6: Reconciliation of GAAP to Non-GAAP Financial Measures.
BUSINESS ENVIRONMENT
This Business Environment section provides an overview of our results of operations and financial position for the second quarter of 2026, as well as our related outlook for the remainder of 2026 and certain of the uncertainties associated with achieving that outlook. This section should be read in conjunction with the other information included or incorporated by reference in this Form 10-Q, including “Consolidated Results of Operations,” “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” herein, and in our 2025 Form 10-K and Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which provide further discussion of variances in our results of operations over the periods of comparison, along with other factors that could impact future results and the Company achieving its outlook. Unless otherwise specified, the discussion included herein is for the three months ended June 30, 2026, compared with the same period in the prior year.
Credit sales of $7.5 billion were up 11% year-over-year driven by the addition of new brand partners and increased general-purpose spending. Average and end-of-period credit card and other loans increased 3% to $18.2 billion and 5% to $18.5 billion, respectively, driven by new brand partners and increased credit sales. Total interest income was up 3% from the second quarter of 2025. Higher Average credit card and other loans balances, the ongoing effects of pricing actions (such as increases to our annual percentage rates) and lower reversals of finance charges and late fees, resulting from lower gross credit losses were partially offset by both a lower average Prime interest rate, which affects variable rate Credit card and other loans, and lower billed late fees. Our improved delinquency trends across our loan portfolio, as well as the gradual shift in product mix to a declining proportion of private label accounts, which tend to have higher billed late fees, have resulted in lower overall billed late fees. Net interest margin increased year-over-year to 18.49%, from 17.71%, as loan yields continued to benefit from the effects of pricing actions, and funding costs continued to improve. We anticipate the year-over-year benefits associated with our pricing actions to slow throughout the year as the majority of our credit card loan portfolio will have repriced. Net interest margin is also expected to be affected by the ongoing gradual improvement in our payment and delinquency rate trends, and the continued shift in our product and risk mix. Non-interest income decreased $1 million from the second quarter of 2025, driven by increased costs associated with brand partner retailer share arrangements, partially offset by both an increase in interchange and merchant discount fees, due to the addition of new
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brand partners, and an increase in revenue from our payment protection products as a result of new enrollment channels. We expect Non-interest income will continue to decrease throughout the year as a result of both higher credit sales-related payments to brand partners, and higher brand partner profit sharing as a result of improving loan yields and gross credit losses. Overall, Total net interest and non-interest income for the quarter was $1.0 billion, up 7% versus the second quarter of 2025.
Provision for credit losses increased during the three months ended June 30, 2026 driven by a $3 million reserve release and net principal losses of $316 million, compared with a $74 million reserve release and net principal losses of $348 million in the prior year period.
Our Allowance for credit losses decreased as of June 30, 2026, relative to December 31, 2025, due primarily to a lower Credit card and other loans balance, as seasonally higher transactor balances from the fourth quarter of 2025 were paid down in the first quarter of 2026, as well as the improving credit quality in our credit card and other loans portfolio. Our reserve rate was 11.23% and 11.89% as of June 30, 2026 and 2025, respectively, reflecting our improving credit metrics and higher-quality new account acquisitions. We continue to maintain appropriately prudent weightings on the economic scenarios in our credit reserve modeling to ensure the adequacy of our Allowance for credit losses given the wide range of potential macroeconomic outcomes, including ongoing uncertainty regarding trade policy and global conflicts, and downstream impacts on inflation and unemployment. From an overall credit quality perspective, our percentage of customers with Vantage scores greater than 650 remains above pre-pandemic levels due to prudent credit management and a more diversified product mix, in particular with co-brand cards representing a larger proportion of our portfolio.
Total non-interest expenses of $483 million were relatively flat year-over year, driven by a $15 million decrease in Other expenses due primarily to the net impacts from our debt repurchases, partially offset by a $13 million increase in Employee compensation and benefits from increased wages, as well as increased medical claims.
Provision for income taxes increased $16 million year-over-year, driven by an increase in Income from continuing operations before income taxes, as well as a discrete tax benefit in the prior year period.
During the quarter, we further optimized our capital structure by issuing $135 million of 8.875% preferred stock. With this issuance and continued strong earnings we were able to return value to stockholders through share repurchases, buying back 2.8 million shares, or $241 million, of common stock during the quarter, resulting in $449 million of outstanding share repurchase authorization as of June 30, 2026. Our Common equity tier one capital ratio (CET1) of 12.9% decreased from 13.0% in the second quarter of 2025, as net earnings over the period were more than offset by our common stock repurchases, debt repurchases and dividend payments. Additionally, relative to the second quarter of 2025 direct-to-consumer (DTC) deposits increased 16% to $9.4 billion as of June 30, 2026, with average DTC deposits representing 50% of our total funding, up from 45% a year ago.
Our revised 2026 financial outlook is based on strong year-to-date results, reflecting continued consumer resilience, inflation remaining above the Federal Reserve Board’s (FRB) target rate of 2%, and a generally stable labor market.
Based on our current economic outlook and visibility into our new business pipeline and partner growth, as well as both the expected continued improvement in our Net principal loss rate and our ongoing expectations for strong cardholder payment rates, we now expect growth in 2026 Average credit card and other loans to be up low- to mid-single digits on a percentage point basis from full year 2025. Growth in Total net interest and non-interest income is now also anticipated to be up low- to mid-single digits on a percentage point basis from 2025, primarily driven by the growth in Average credit card and other loans. We anticipate our full year Net interest margin to be flat to slightly higher than 2025 as a result of continued, albeit slowing benefits from implemented pricing actions and an improving cost of funds, partially offset by lower billed late fees from improving delinquency trends, and continued shifts in risk and product mix which are driving improvement in our payment rate trends. We continually focus on expanding and diversifying our product offerings, including ways to leverage our loan origination and servicing-related capabilities.
We manage our expense growth based on revenue generation and ongoing investment in our business. Accordingly, we expect to deliver positive operating leverage in 2026, excluding the pretax impacts from our debt repurchases, a Non-GAAP financial measure. We continue to invest in AI capabilities, technology modernization, marketing, and product innovation to drive growth and efficiencies.
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Our 2026 financial outlook now assumes a full year Net principal loss rate ranging from 7.0% to 7.1% given a resilient consumer, our disciplined credit management, and continued risk and product mix shifts.
In our 2026 financial outlook, we expect our full year normalized effective tax rate to be in the range of 25% to 27% with quarter-over-quarter variability due to the timing of certain discrete items.
Overall, our second quarter results demonstrate the strength of our earnings power and the benefits of disciplined capital management. We remain confident in our ability to execute on our strategy and deliver attractive returns while creating long-term value for our stockholders.
Note: We are unable to provide a quantitative reconciliation of the forward-looking 2026 financial outlook for the Non-GAAP financial measure above, to its most directly comparable forward-looking GAAP measure, as we cannot reliably predict all of the necessary components of such a forward-looking GAAP measure without unreasonable effort.
CONSOLIDATED RESULTS OF OPERATIONS
The following discussion provides commentary on the variances in our results of operations for the three and six months ended June 30, 2026, compared with the same periods in the prior year, as presented in the accompanying tables. This discussion should be read in conjunction with the discussion under “Business Environment” above.
Table 1: Summary of Our Financial Performance
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| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (Millions, except per share amounts and percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
| Total net interest and non-interest income | $ | 993 | $ | 929 | 64 | 7 | $ | 2,010 | $ | 1,899 | 111 | 6 | |||||||||||||||||||||||||||||||||||
| Provision for credit losses | 313 | 274 | 39 | 14 | 616 | 570 | 46 | 8 | |||||||||||||||||||||||||||||||||||||||
| Total non-interest expenses | 483 | 481 | 2 | — | 955 | 958 | (3) | — | |||||||||||||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | 197 | 174 | 23 | 13 | 439 | 371 | 68 | 18 | |||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | 51 | 35 | 16 | 41 | 111 | 91 | 20 | 23 | |||||||||||||||||||||||||||||||||||||||
| Income from continuing operations | 146 | 139 | 7 | 6 | 328 | 280 | 48 | 17 | |||||||||||||||||||||||||||||||||||||||
Loss from discontinued operations, net of income taxes (1) | — | — | — | — | — | (4) | 4 | (100) | |||||||||||||||||||||||||||||||||||||||
| Net income | 146 | 139 | 7 | 5 | 328 | 276 | 52 | 18 | |||||||||||||||||||||||||||||||||||||||
| Dividends declared to preferred stockholders | (2) | — | (2) | nm | (4) | — | (4) | nm | |||||||||||||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | 144 | $ | 139 | 5 | 4 | $ | 324 | $ | 276 | 48 | 17 | |||||||||||||||||||||||||||||||||||
Adjusted net income available to common stockholders *(2) | $ | 144 | $ | 149 | (5) | (3) | $ | 325 | $ | 288 | 37 | 13 | |||||||||||||||||||||||||||||||||||
| Earnings per diluted common share | $ | 3.55 | $ | 2.94 | 0.61 | 21 | $ | 7.72 | $ | 5.71 | 2.01 | 35 | |||||||||||||||||||||||||||||||||||
Adjusted earnings per diluted common share *(2) | $ | 3.55 | $ | 3.15 | 0.40 | 13 | $ | 7.75 | $ | 5.96 | 1.79 | 30 | |||||||||||||||||||||||||||||||||||
Net interest margin (3) | 18.49 | % | 17.71 | % | 0.78 | 18.87 | % | 17.88 | % | 1.0 | |||||||||||||||||||||||||||||||||||||
Return on average tangible common equity *(4) | 22.6 | % | 22.7 | % | (0.1) | 25.0 | % | 22.8 | % | 2.2 | |||||||||||||||||||||||||||||||||||||
| Effective income tax rate — continuing operations | 25.7 | % | 20.5 | % | 5.2 | 25.4 | % | 24.5 | % | 0.9 | |||||||||||||||||||||||||||||||||||||
*Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures” and Table 6: Reconciliation of GAAP to Non-GAAP Financial Measures.
(1)Includes amounts that related to the previously disclosed discontinued operations associated with the spinoff of our former LoyaltyOne segment in 2021 and the sale of our former Epsilon segment in 2019. For additional information, refer to Note 1, “Description of Business, Basis of Presentation and Significant Accounting Policies” to the unaudited Consolidated Financial Statements.
(2)Adjusts Net income available to common stockholders and Earnings per diluted common share for the impacts from our debt
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repurchases.
(3)Net interest margin represents annualized Net interest income divided by average Total interest-earning assets. See also Table 5: Net Interest Margin.
(4)Return on average tangible common equity (ROTCE) represents annualized Income from continuing operations, less Dividends to preferred stockholders, divided by average Tangible common equity. Tangible common equity (TCE) represents Total stockholders’ equity reduced by Preferred stock and Goodwill and intangible assets, net.
(nm) Not meaningful, denoting a variance of 1,000 percent or more.
Table 2: Summary of Total Net Interest and Non-interest Income, After Provision for Credit Losses
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (Millions, except percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest and fees on loans | $ | 1,195 | $ | 1,148 | 47 | 4 | $ | 2,419 | $ | 2,333 | 86 | 4 | |||||||||||||||||||||||||||||||||||
| Interest on cash and investment securities | 39 | 46 | (7) | (16) | 75 | 91 | (16) | (18) | |||||||||||||||||||||||||||||||||||||||
| Total interest income | 1,234 | 1,194 | 40 | 3 | 2,494 | 2,424 | 70 | 3 | |||||||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest on deposits | 139 | 139 | — | — | 272 | 277 | (5) | (2) | |||||||||||||||||||||||||||||||||||||||
| Interest on borrowings | 56 | 81 | (25) | (31) | 116 | 167 | (51) | (31) | |||||||||||||||||||||||||||||||||||||||
| Total interest expense | 195 | 220 | (25) | (11) | 388 | 444 | (56) | (13) | |||||||||||||||||||||||||||||||||||||||
| Net interest income | 1,039 | 974 | 65 | 7 | 2,106 | 1,980 | 126 | 6 | |||||||||||||||||||||||||||||||||||||||
| Non-interest income | |||||||||||||||||||||||||||||||||||||||||||||||
| Interchange revenue, net of retailer share arrangements | (110) | (95) | (15) | 16 | (216) | (178) | (38) | 22 | |||||||||||||||||||||||||||||||||||||||
| Other | 64 | 50 | 14 | 26 | 120 | 97 | 23 | 24 | |||||||||||||||||||||||||||||||||||||||
| Total non-interest income | (46) | (45) | (1) | 4 | (96) | (81) | (15) | 19 | |||||||||||||||||||||||||||||||||||||||
| Total net interest and non-interest income | 993 | 929 | 64 | 7 | 2,010 | 1,899 | 111 | 6 | |||||||||||||||||||||||||||||||||||||||
| Provision for credit losses | 313 | 274 | 39 | 14 | 616 | 570 | 46 | 8 | |||||||||||||||||||||||||||||||||||||||
| Total net interest and non-interest income, after provision for credit losses | $ | 680 | $ | 655 | 25 | 4 | $ | 1,394 | $ | 1,329 | 65 | 5 | |||||||||||||||||||||||||||||||||||
Total Net Interest and Non-interest Income, After Provision for Credit Losses
Interest income: Total interest income increased for the three and six months ended June 30, 2026, due to the following:
•Interest and fees on loans increased due to higher Average credit card and other loans balances, the ongoing effects of pricing actions and lower reversals of finance charges and late fees, resulting from lower gross credit losses, partially offset by both lower average Prime interest rates which affects variable rate Credit card and other loans, and lower billed late fees; collectively increasing the yield from finance charges and late fees by approximately 32 basis points and 49 basis points, over the respective periods of comparison. Our lower delinquency volumes and the gradual shift in product mix to a lower proportion of private label accounts, which tend to have higher billed late fees, have resulted in lower overall billed late fees.
•Interest on cash and investment securities decreased due to lower average interest rates, which decreased interest income by $7 million and $14 million, over the respective periods of comparison, as well as lower average balances in the six month period, which decreased interest income by $2 million.
Interest expense: Total interest expense decreased for the three and six months ended June 30, 2026, due to the following:
•Interest on deposits was flat for the three month period due to lower average interest rates, which decreased interest expense by $12 million, offset by higher average DTC deposit balances, which increased funding costs by
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$12 million. Interest on deposits decreased for the six month period due to lower average interest rates, which decreased interest expense by $27 million, partially offset by higher average DTC deposit balances, which increased funding costs by $22 million.
•Interest on borrowings decreased due to lower average borrowings, which decreased funding costs by $17 million and $36 million, over the respective periods of comparison, and lower average interest rates, which decreased funding costs by $8 million and $15 million, over those same respective periods.
Non-interest income: Total non-interest income decreased for the three and six months ended June 30, 2026, due to the following:
•Interchange revenue, net of retailer share arrangements, typically a contra-revenue item for us, increased due to an increase in costs associated with brand partner retailer share arrangements, partially offset by an increase in interchange and merchant discount fees due to the addition of new brand partners over the periods of comparison.
•Other increased due primarily to an increase in revenue from our payment protection products as a result of new enrollment channels.
Provision for credit losses increased for the three and six months ended June 30, 2026. For the three month period, the increase was driven by a $3 million reserve release and net principal losses of $316 million, compared with a $74 million reserve release and net principal losses of $348 million in the prior year period. For the six month period, the increase was driven by a $31 million reserve release and net principal losses of $647 million, compared with a $143 million reserve release and net principal losses of $713 million in the prior year period. Our reserve rate was 11.23% and 11.89% as of June 30, 2026 and 2025, respectively, reflecting our improving credit metrics and higher-quality new account acquisitions. We continue to maintain appropriately prudent weightings on the economic scenarios in our credit reserve modeling to ensure the adequacy of our Allowance for credit losses given the wide range of potential macroeconomic outcomes, including ongoing uncertainty regarding trade policy and global conflicts, and downstream impacts on inflation and unemployment.
Table 3: Summary of Total Non-interest Expenses
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (Millions, except percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
| Non-interest expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Employee compensation and benefits | $ | 225 | $ | 212 | 13 | 6 | $ | 445 | $ | 426 | 19 | 4 | |||||||||||||||||||||||||||||||||||
| Card and processing expenses | 81 | 81 | — | 1 | 161 | 163 | (2) | (1) | |||||||||||||||||||||||||||||||||||||||
| Information processing and communication | 80 | 77 | 3 | 4 | 156 | 158 | (2) | (1) | |||||||||||||||||||||||||||||||||||||||
| Marketing expenses | 36 | 34 | 2 | 7 | 71 | 68 | 3 | 4 | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 19 | 20 | (1) | (8) | 37 | 42 | (5) | (10) | |||||||||||||||||||||||||||||||||||||||
| Other | 42 | 57 | (15) | (29) | 85 | 101 | (16) | (17) | |||||||||||||||||||||||||||||||||||||||
| Total non-interest expenses | $ | 483 | $ | 481 | 2 | — | $ | 955 | $ | 958 | (3) | — | |||||||||||||||||||||||||||||||||||
Adjusted total non-interest expenses (1) | $ | 483 | $ | 468 | 15 | 3 | $ | 953 | $ | 943 | 10 | 1 | |||||||||||||||||||||||||||||||||||
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(1)Adjusts Total non-interest expenses for the impacts from our debt repurchases, representing $13 million for the three months ended June 30, 2025, and $2 million and $15 million for the six months ended June 30, 2026 and 2025, respectively, and therefore represent Non-GAAP financial measures. See “Non-GAAP Financial Measures” and Table 6: Reconciliation of GAAP to Non-GAAP Financial Measures.
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Total Non-interest Expenses
Non-interest expenses: Total non-interest expenses were relatively flat for both the three and six months ended June 30, 2026. Adjusted total non-interest expenses, which represents a Non-GAAP financial measure and has been adjusted for the impacts from our debt repurchases, increased 3% and 1% for the three and six months ended June 30, 2026, respectively.
•Employee compensation and benefits increased primarily due to higher wages related to annual merit increases and incentive compensation, as well as increased medical claims, partially offset by operational excellence initiatives.
•Other decreased due primarily to the net impacts year-over-year from our debt repurchases.
Income Taxes
The Provision for income taxes increased for the three and six months ended June 30, 2026. The effective tax rate was 25.7% and 20.5% for the three months ended June 30, 2026 and 2025, respectively, and 25.4% and 24.5% for the six months ended June 30, 2026 and 2025, respectively. Both the increases in the Provision for income taxes and in the effective tax rates over the periods of comparison were primarily driven by a discrete tax benefit in the prior year period related to a California law change.
Discontinued Operations
The Loss from discontinued operations, net of income taxes includes amounts that relate to the previously disclosed discontinued operations associated with the spinoff of our former LoyaltyOne segment in 2021 and the sale of our former Epsilon segment in 2019, and primarily relates to contractual indemnification and tax-related matters. For additional information refer to Note 22, “Discontinued Operations and Bank Holding Company Financial Presentation” to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.
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Table 4: Summary Financial Highlights – Continuing Operations
| As of or for the three months ended June 30, | As of or for the six months ended June 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| (Millions, except per share amounts and percentages) | |||||||||||||||||||||||||||||||||||
| Credit sales | $ | 7,537 | $ | 6,814 | 11 | $ | 14,047 | $ | 12,920 | 9 | |||||||||||||||||||||||||
PPNR *(1) | 510 | 448 | 14 | 1,055 | 941 | 12 | |||||||||||||||||||||||||||||
PPNR excluding impacts from debt repurchases *(1) | 510 | 461 | 11 | 1,057 | 956 | 11 | |||||||||||||||||||||||||||||
| Average credit card and other loans | 18,197 | 17,686 | 3 | 18,240 | 17,924 | 2 | |||||||||||||||||||||||||||||
| End-of-period credit card and other loans | 18,477 | 17,656 | 5 | 18,477 | 17,656 | 5 | |||||||||||||||||||||||||||||
| End-of-period direct-to-consumer (retail) deposits | $ | 9,357 | $ | 8,080 | 16 | 9,357 | 8,080 | 16 | |||||||||||||||||||||||||||
Return on average assets (2) | 2.6 | % | 2.5 | % | 0.1 | 2.9 | % | 2.5 | % | 0.4 | |||||||||||||||||||||||||
Return on average equity (3) | 17.1 | % | 17.5 | % | (0.4) | 19.2 | % | 17.6 | % | 1.6 | |||||||||||||||||||||||||
Return on average tangible common equity *(4) | 22.6 | % | 22.7 | % | (0.1) | 25.0 | % | 22.8 | % | 2.2 | |||||||||||||||||||||||||
Net interest margin (5) | 18.49 | % | 17.71 | % | 0.78 | 18.87 | % | 17.88 | % | 1.0 | |||||||||||||||||||||||||
Loan yield (6) | 26.35 | % | 26.03 | % | 0.32 | 26.75 | % | 26.25 | % | 0.5 | |||||||||||||||||||||||||
Efficiency ratio (7) | 48.6 | % | 51.8 | % | (3.2) | 47.5 | % | 50.4 | % | (2.9) | |||||||||||||||||||||||||
Adjusted efficiency ratio (7) | 48.6 | % | 50.4 | % | (1.8) | 47.4 | % | 49.7 | % | (2.3) | |||||||||||||||||||||||||
Common equity tier 1 capital ratio (8) | 12.9 | % | 13.0 | % | (0.1) | 12.9 | % | 13.0 | % | (0.1) | |||||||||||||||||||||||||
Book value per common share (9) | $ | 81.79 | $ | 67.88 | 21 | $ | 81.79 | $ | 67.88 | 21 | |||||||||||||||||||||||||
Tangible book value per common share *(10) | $ | 63.66 | $ | 52.21 | 22 | $ | 63.66 | $ | 52.21 | 22 | |||||||||||||||||||||||||
| Cash dividend per preferred share | $ | 21.56 | $ | — | nm | $ | 47.91 | $ | — | nm | |||||||||||||||||||||||||
| Cash dividend per common share | $ | 0.23 | $ | 0.21 | 10 | $ | 0.46 | $ | 0.42 | 9.5 | |||||||||||||||||||||||||
Payment rate (11) | 15.1 | % | 15.0 | % | 0.1 | 15.1 | % | 14.9 | % | 0.2 | |||||||||||||||||||||||||
Delinquency rate (12) | 5.25 | % | 5.73 | % | (0.48) | 5.25 | % | 5.73 | % | (0.5) | |||||||||||||||||||||||||
Net principal loss rate (13) | 6.98 | % | 7.88 | % | (0.90) | 7.16 | % | 8.02 | % | (0.9) | |||||||||||||||||||||||||
Reserve rate (14) | 11.23 | % | 11.89 | % | (0.66) | 11.23 | % | 11.89 | % | (0.7) | |||||||||||||||||||||||||
__________________________________
*Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures” and Table 6: Reconciliation of GAAP to Non-GAAP Financial Measures.
(1)PPNR represents Income from continuing operations before income taxes and the Provision for credit losses. PPNR excluding impacts from debt repurchases excludes from PPNR impacts from our debt repurchases in the period.
(2)Return on average assets represents annualized Income from continuing operations divided by average Total assets.
(3)Return on average equity represents annualized Income from continuing operations divided by average Total stockholders’ equity.
(4)Return on average tangible common equity (ROTCE) represents annualized Income from continuing operations, less Dividends to preferred stockholders, divided by average Tangible common equity. Tangible common equity (TCE) represents Total stockholders’ equity reduced by Preferred stock and Goodwill and intangible assets, net.
(5)Net interest margin represents annualized Net interest income divided by average Total interest-earning assets. See also Table 5: Net Interest Margin.
(6)Loan yield represents annualized Interest and fees on loans divided by Average credit card and other loans.
(7)Efficiency ratio represents Total non-interest expenses divided by Total net interest and non-interest income. Adjusted efficiency ratio excludes impacts from debt repurchases in the period.
(8)Common equity tier 1 capital ratio represents tier 1 capital reduced by Preferred stock, divided by total risk-weighted assets. In the calculation of tier 1 capital, we follow the Basel III Standardized Approach and therefore Total stockholders’ equity has been reduced by Goodwill and intangible assets, net. For additional information, see “Legislative, Regulatory Matters and Capital Adequacy” included elsewhere in this report.
(9)Book value per common share represents Total stockholders' equity less Preferred stock, divided by common shares outstanding.
(10)Tangible book value per common share represents TCE divided by common shares outstanding.
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(11)Payment rate represents consumer payments during the period, divided by the aggregate of the opening monthly Credit card and other loans balances during the period, including held for sale in applicable periods.
(12)Delinquency rate represents outstanding balances that are contractually delinquent (i.e., principal balances 30 days past due or more) as of the end of the period, divided by the outstanding principal amount of Credit card and other loans as of the same period-end.
(13)Net principal loss rate, an annualized rate, represents net principal losses for the period divided by Average credit card and other loans for the same period, using an average daily balance calculation methodology.
(14)Reserve rate represents the Allowance for credit losses divided by End-of-period credit card and other loans.
(nm) Not meaningful, denoting a variance of 1,000 percent or more.
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Table 5: Net Interest Margin
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||
| Average Balance | Interest Income / Expense | Average Yield / Rate | Average Balance | Interest Income / Expense | Average Yield / Rate | ||||||||||||||||||||||||||||||
| (Millions, except percentages) | |||||||||||||||||||||||||||||||||||
| Cash and investment securities | $ | 4,348 | $ | 39 | 3.51 | % | $ | 4,372 | $ | 46 | 4.18 | % | |||||||||||||||||||||||
| Credit card and other loans | 18,197 | 1,195 | 26.35 | % | 17,686 | 1,148 | 26.03 | % | |||||||||||||||||||||||||||
| Total interest-earning assets | 22,545 | 1,234 | 21.95 | % | 22,058 | 1,194 | 21.70 | % | |||||||||||||||||||||||||||
| Direct-to-consumer (retail) deposits | 8,993 | 89 | 3.95 | % | 8,039 | 88 | 4.39 | % | |||||||||||||||||||||||||||
| Wholesale deposits | 5,344 | 50 | 3.77 | % | 5,164 | 51 | 3.97 | % | |||||||||||||||||||||||||||
| Interest-bearing deposits | 14,337 | 139 | 3.88 | % | 13,203 | 139 | 4.23 | % | |||||||||||||||||||||||||||
| Secured borrowings | 2,826 | 38 | 5.40 | % | 3,393 | 50 | 5.79 | % | |||||||||||||||||||||||||||
| Unsecured borrowings | 850 | 18 | 8.27 | % | 1,267 | 31 | 9.97 | % | |||||||||||||||||||||||||||
| Interest-bearing borrowings | 3,676 | 56 | 6.06 | % | 4,660 | 81 | 6.93 | % | |||||||||||||||||||||||||||
| Total interest-bearing liabilities | $ | 18,013 | $ | 195 | 4.33 | % | $ | 17,863 | $ | 220 | 4.93 | % | |||||||||||||||||||||||
| Net interest income | $ | 1,039 | $ | 974 | |||||||||||||||||||||||||||||||
Net interest margin (1) | 18.49 | % | 17.71 | % | |||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||
| Average Balance | Interest Income / Expense | Average Yield / Rate | Average Balance | Interest Income / Expense | Average Yield / Rate | ||||||||||||||||||||||||||||||
| (Millions, except percentages) | |||||||||||||||||||||||||||||||||||
| Cash and investment securities | $ | 4,266 | $ | 75 | 3.52 | % | $ | 4,397 | $ | 91 | 4.17 | % | |||||||||||||||||||||||
| Credit card and other loans | 18,240 | 2,419 | 26.75 | % | 17,924 | 2,333 | 26.25 | % | |||||||||||||||||||||||||||
| Total interest-earning assets | 22,506 | 2,494 | 22.34 | % | 22,321 | 2,424 | 21.90 | % | |||||||||||||||||||||||||||
| Direct-to-consumer (retail) deposits | 8,785 | 173 | 3.97 | % | 7,919 | 175 | 4.46 | % | |||||||||||||||||||||||||||
| Wholesale deposits | 5,351 | 99 | 3.73 | % | 5,194 | 102 | 3.97 | % | |||||||||||||||||||||||||||
| Interest-bearing deposits | 14,136 | 272 | 3.88 | % | 13,113 | 277 | 4.27 | % | |||||||||||||||||||||||||||
| Secured borrowings | 3,013 | 80 | 5.39 | % | 3,791 | 109 | 5.83 | % | |||||||||||||||||||||||||||
| Unsecured borrowings | 861 | 36 | 8.32 | % | 1,174 | 58 | 9.92 | % | |||||||||||||||||||||||||||
| Interest-bearing borrowings | 3,874 | 116 | 6.04 | % | 4,965 | 167 | 6.80 | % | |||||||||||||||||||||||||||
| Total interest-bearing liabilities | $ | 18,010 | $ | 388 | 4.34 | % | $ | 18,078 | $ | 444 | 4.96 | % | |||||||||||||||||||||||
| Net interest income | $ | 2,106 | $ | 1,980 | |||||||||||||||||||||||||||||||
Net interest margin (1) | 18.87 | % | 17.88 | % | |||||||||||||||||||||||||||||||
______________________________
(1)Net interest margin represents annualized Net interest income divided by average Total interest-earning assets.
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Table 6: Reconciliation of GAAP to Non-GAAP Financial Measures
| As of or for the three months ended June 30, | As of or for the six months ended June 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| (Millions, except percentages) | |||||||||||||||||||||||||||||||||||
| Adjusted net income available to common stockholders | |||||||||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | 144 | $ | 139 | 4 | $ | 324 | $ | 276 | 17 | |||||||||||||||||||||||||
| Impacts from debt repurchases | — | 10 | (100) | 1 | 12 | (88) | |||||||||||||||||||||||||||||
| Adjusted net income available to common stockholders | $ | 144 | $ | 149 | (3) | $ | 325 | $ | 288 | 13 | |||||||||||||||||||||||||
| Adjusted earnings per diluted common share | |||||||||||||||||||||||||||||||||||
| Earnings per diluted common share | $ | 3.55 | $ | 2.94 | 21 | $ | 7.72 | $ | 5.71 | 35 | |||||||||||||||||||||||||
| Impacts from debt repurchases | — | 0.21 | (100) | 0.03 | 0.25 | (86) | |||||||||||||||||||||||||||||
| Adjusted earnings per diluted common share | $ | 3.55 | $ | 3.15 | 13 | $ | 7.75 | $ | 5.96 | 30 | |||||||||||||||||||||||||
| Adjusted total non-interest expenses | |||||||||||||||||||||||||||||||||||
| Total non-interest expenses | $ | 483 | $ | 481 | — | $ | 955 | $ | 958 | — | |||||||||||||||||||||||||
| Impacts from debt repurchases | — | 13 | (100) | 2 | 15 | (87) | |||||||||||||||||||||||||||||
| Adjusted total non-interest expenses | $ | 483 | $ | 468 | 3 | $ | 953 | $ | 943 | 1 | |||||||||||||||||||||||||
| Pretax pre-provision earnings (PPNR) | |||||||||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | 197 | $ | 174 | 13 | $ | 439 | $ | 371 | 18 | |||||||||||||||||||||||||
| Provision for credit losses | 313 | 274 | 14 | 616 | 570 | 8 | |||||||||||||||||||||||||||||
| Pretax pre-provision earnings (PPNR) | 510 | 448 | 14 | 1,055 | 941 | 12 | |||||||||||||||||||||||||||||
| Impacts from debt repurchases | — | 13 | (100) | 2 | 15 | (87) | |||||||||||||||||||||||||||||
| PPNR excluding impacts from debt repurchases | $ | 510 | $ | 461 | 11 | $ | 1,057 | $ | 956 | 11 | |||||||||||||||||||||||||
| Average tangible common equity | |||||||||||||||||||||||||||||||||||
Average total stockholders’ equity | $ | 3,433 | $ | 3,183 | 8 | $ | 3,447 | $ | 3,214 | 7 | |||||||||||||||||||||||||
| Less: Average preferred stock | (143) | — | nm | (108) | — | nm | |||||||||||||||||||||||||||||
| Less: Average goodwill and intangible assets, net | (706) | (735) | (4) | (709) | (739) | (4) | |||||||||||||||||||||||||||||
| Average tangible common equity | $ | 2,584 | $ | 2,448 | 6 | $ | 2,630 | $ | 2,475 | 6 | |||||||||||||||||||||||||
| Tangible common equity (TCE) | |||||||||||||||||||||||||||||||||||
Total stockholders’ equity | $ | 3,365 | $ | 3,166 | 6 | $ | 3,365 | $ | 3,166 | 6 | |||||||||||||||||||||||||
| Less: Preferred stock | (201) | — | nm | (201) | — | nm | |||||||||||||||||||||||||||||
| Less: Goodwill and intangible assets, net | (701) | (731) | (4) | (701) | (731) | (4) | |||||||||||||||||||||||||||||
| Tangible common equity (TCE) | $ | 2,463 | $ | 2,435 | 1 | $ | 2,463 | $ | 2,435 | 1 | |||||||||||||||||||||||||
______________________________
(nm) Not meaningful, denoting a variance of 1,000 percent or more.
ASSET QUALITY
Given the nature of our business, the credit quality of our assets, in particular our Credit card and other loans, is a key determinant underlying our ongoing financial performance and overall financial condition. When it comes to our Credit card and other loans portfolio, we closely monitor Delinquency rates and Net principal loss rates, which reflect, among other factors, our underwriting, the inherent credit risk in our portfolio and the success of our collection and recovery efforts. These rates also reflect, more broadly, the general macroeconomic conditions, including the compounding effect of persistent inflation relative to wage growth, and higher interest rates. Our Delinquency rates and Net principal loss rates are
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also impacted by the size of our Credit card and other loans portfolio, which serves as the denominator in the calculation of these rates. Accordingly, changes in the size of our portfolio (whether due to credit tightening, acquisitions or dispositions of portfolios, or otherwise) may cause movements in our Delinquency and Net principal loss rates that are not necessarily indicative of the underlying credit quality of the overall portfolio.
Delinquencies: An account is contractually delinquent if we do not receive the minimum payment due by the specified due date. Our policy is to continue to accrue interest and fee income on all accounts, except in limited circumstances, until the balance and all related interest and fees are paid or charged-off. After an account becomes 30 days past due, a proprietary collection scoring algorithm automatically scores the risk of the account becoming further delinquent; based upon the level of risk indicated, a collection strategy is deployed, which may include tech-enabled, targeted collections strategies to engage with cardholders in the most efficient communication channel. If after exhausting all in-house collection efforts we are unable to collect on the account, we may engage collection agencies or outside attorneys to continue those efforts, or sell the charged-off balances.
The Delinquency rate is calculated by dividing outstanding principal balances that are contractually delinquent (i.e., principal balances 30 days past due or more) as of the end of the period, by the outstanding principal amount of Credit card and other loans as of the same period-end.
The following table provides the delinquency trends on our Credit card and other loans portfolio based on the principal balances outstanding as of the dates presented:
Table 7: Delinquency Trends on Credit Card and Other Loans
| June 30, 2026 | % of Total | December 31, 2025 | % of Total | ||||||||||||||||||||
| (Millions, except percentages) | |||||||||||||||||||||||
| Credit card and other loans outstanding ─ principal | $ | 16,355 | 100.00 | % | $ | 16,886 | 100.00 | % | |||||||||||||||
| Outstanding balances contractually delinquent: | |||||||||||||||||||||||
| 30 to 59 days | 258 | 1.58 | % | 283 | 1.67 | % | |||||||||||||||||
| 60 to 89 days | 197 | 1.20 | % | 215 | 1.27 | % | |||||||||||||||||
| 90 or more days | 404 | 2.47 | % | 473 | 2.81 | % | |||||||||||||||||
| Total | $ | 859 | 5.25 | % | $ | 971 | 5.75 | % | |||||||||||||||
As part of our collections strategy, we may offer temporary and short term programs in order to improve the likelihood of collections and meet the needs of our customers. Our modifications, for customers who have requested assistance and meet certain qualifying requirements, come in the form of reduced payment requirements, interest rate reductions and late fee waivers. We do not offer programs involving the forgiveness of principal. These temporary loan modifications may assist in cases where we believe the customer will recover from the short-term hardship and resume scheduled payments. Under these consumer relief programs, those accounts receiving relief may not advance to the next delinquency cycle, including charge-off, in the same time frame that would have occurred had the relief not been granted. We evaluate our consumer relief programs to determine if they represent a more than insignificant delay in payment granted to borrowers experiencing financial difficulty, in which case they would then be considered a Loan Modification. For additional information, see Note 2, “Credit Card and Other Loans – Modified Credit Card Loans” to our unaudited Consolidated Financial Statements.
Net Principal Losses: Our net principal losses include the principal amount of Credit card and other loans that are deemed uncollectible, less recoveries, and exclude charged-off interest, fees and third-party fraud losses (including synthetic fraud). Charged-off interest and fees reduce Interest and fees on loans, while third-party fraud losses are recorded in Card and processing expenses. Our credit card loans, including unpaid interest and fees, are generally charged-off in the month during which an account becomes 180 days past due. Our pay-over-time products, which include installment loans and “split-pay” offerings, including unpaid interest, are generally charged-off when a loan becomes 120 days past due. However, in the case of a customer bankruptcy or death, Credit card and other loans, including unpaid interest and fees, as applicable, are charged-off 60 days after receipt of the notification of the bankruptcy or death, but in any case no later than 180 days past due for credit card loans and 120 days past due for installment loans and “split-pay” offerings.
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The Net principal loss rate is calculated by dividing net principal losses for the period by the Average credit card and other loans for the same period, using an average daily balance calculation methodology. The following table provides our net principal losses for the periods presented:
Table 8: Net Principal Losses on Credit Card and Other Loans
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Millions, except percentages) | |||||||||||||||||||||||
| Average credit card and other loans | $ | 18,197 | $ | 17,686 | $ | 18,240 | $ | 17,924 | |||||||||||||||
| Net principal losses | 316 | 348 | 647 | 713 | |||||||||||||||||||
| Net principal losses as a percentage of average credit card and other loans | 6.98 | % | 7.88 | % | 7.16 | % | 8.02 | % | |||||||||||||||
CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES
Overview
We maintain a strong focus on liquidity and capital. Our funding, liquidity and capital policies are designed to ensure that our business has sufficient liquidity and capital resources necessary to support our daily operations, our business growth, and our credit ratings related to our Parent Company’s senior unsecured notes, subordinated notes, preferred stock and our public secured financings, and meet our regulatory and policy requirements, including capital and leverage ratio requirements applicable to Comenity Bank (CB) and Comenity Capital Bank (CCB) under Federal Deposit Insurance Corporation regulations, in a cost effective and prudent manner through both expected and unexpected market environments.
Our primary sources of liquidity include cash generated from operating activities, our bank credit facility, issuances of senior and/or subordinated unsecured notes and preferred stock by our Parent Company, as well as financings through our securitization programs, and deposits with the Banks. In particular, our DTC deposits increased 16% year-over-year to $9.4 billion as of June 30, 2026, with our average direct-to-consumer deposits representing 50% of total funding, up from 45% a year ago. More broadly, we continuously evaluate opportunities to renew and expand our various sources of liquidity. We aim to satisfy our financing needs with a diverse set of funding sources, and we seek to maintain diversity of funding sources by type of instrument, by tenor and by investor base, among other factors, which we believe will mitigate the impact of disruptions in any one type of instrument, tenor or investor.
Our primary uses of liquidity are for underwriting Credit card and other loans, scheduled payments of principal and interest on our debt, operational expenses, capital expenditures, including digital and product innovation and technology enhancements, repurchases of equity and debt securities, and payments of dividends.
We have in the past, and may from time to time in the future, retire or repurchase our outstanding debt, including our senior or subordinated unsecured notes, through redemptions, cash purchases or exchanges for other securities, in open market purchases, tender offers, privately negotiated transactions or otherwise. Such repurchases or exchanges would depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors, and may be funded through cash on hand, borrowings under our revolving credit facility, the issuance of new debt securities or other sources of liquidity. The amounts involved may be material.
We will also need additional financing in the future to repay or refinance our existing debt at or prior to maturity, and to fund our growth, which may include the issuance of additional debt or equity securities or engaging in other capital markets or financing transactions. As part of our financing strategy and capital structure optimization, we have issued subordinated notes and publicly-traded preferred stock, and in the future we may continue to seek to further optimize our capital structure. Given the maturities of certain of our outstanding debt instruments and depending on the prevailing macroeconomic conditions, it is possible that we may be required to repay, extend or refinance some or all of our future debt maturities in volatile and/or unfavorable markets.
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Because of the alternatives available to us, as discussed above, we believe our short-term and long-term sources of liquidity are adequate to fund not only our current operations, but also our near-term and long-term funding requirements including dividend payments, debt service obligations and repayment of debt maturities and other amounts that may ultimately be paid in connection with contingencies. However, the adequacy of our liquidity could be impacted by various factors, including pending or future legislation, regulation or litigation, macroeconomic conditions and volatility in the financial and capital markets, limiting our access to or increasing our cost of capital, which could make capital unavailable, or available but on terms that are unfavorable to us. These factors could significantly reduce our financial flexibility and cause us to contract or not grow our business, which could have a material adverse effect on our results of operations and financial condition.
We have a robust liquidity risk management framework in place which includes ongoing monitoring of our liquidity and funding positions against our risk appetite metrics and key risk indicators. During times where there may be potential risks from adverse developments in the banking industry and/or increased financial sector volatility, we may invoke our contingency funding plans to enhance daily monitoring of our liquidity and funding positions, determine potential mitigating actions, if necessary, and provide enhanced reporting to our Boards of Directors, at both the Bread Financial and Bank-levels, and regulators.
We maintain a significant majority of our liquidity portfolio on deposit within the Federal Reserve banking system, and we also have a small investment securities portfolio, classified as available-for-sale, which we hold in relation to the Community Reinvestment Act. We do not have any investment securities classified as held-to-maturity.
Credit Ratings
We obtain credit ratings for our Parent Company from the three major credit rating agencies, Moody’s Investor Services (Moody’s), Standard & Poor’s (S&P) and Fitch Ratings (Fitch), in order to facilitate debt financings and broaden the investor base for our Parent Company debt securities.
Our management approach is designed, among other things, to maintain appropriate and stable credit ratings from the credit rating agencies which help support our access to cost-effective unsecured funding as a component of our overall liquidity and capital resources.
The table below provides a summary of the credit ratings for the outstanding senior unsecured debt, subordinated debt and preferred stock of Bread Financial Holdings, Inc. In October 2025 all three credit rating agencies issued their updated credit ratings and related outlooks, which remain unchanged as of June 30, 2026, and were as follows:
| Bread Financial Holdings, Inc. | Moody’s | S&P | Fitch | ||||||||||||||||||||||||||||||||
| Senior unsecured debt | Ba2 | BB- | BB | ||||||||||||||||||||||||||||||||
| Subordinated debt | Ba2 | B | B+ | ||||||||||||||||||||||||||||||||
Preferred stock | B1 | — | B- | ||||||||||||||||||||||||||||||||
| Outlook | Positive | Positive | Stable | ||||||||||||||||||||||||||||||||
We also seek to maintain appropriate and stable credit ratings for our credit card securitizations. The table below provides a summary of the structured finance credit ratings for certain of the asset-backed securities issued through World Financial Network Credit Card Master Note Trust (WFNMNT) from the rating agencies (DBRS, S&P and Fitch), specifically the outstanding Class A notes of WFNMNT as of June 30, 2026:
| WFNMNT | DBRS (1) | S&P | Fitch | ||||||||||||||
| Class A notes | AAA | AAA | AAA | ||||||||||||||
______________________________
(1)Does not include our Series 2024-B public asset-backed-notes.
Credit ratings are not a recommendation to buy or hold any securities and they may be revised or revoked at any time at the sole discretion of the rating agency. Downgrades in the ratings of our unsecured or secured debt could result in higher
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funding costs, as well as reductions in our borrowing capacity in the unsecured or secured debt markets. We believe our mix of funding, including the proportion of our DTC and wholesale deposits, to total funding, reduces the impact that a credit rating downgrade could have on our funding costs and capacity.
Funding Sources
As referenced above, our primary sources of liquidity include cash generated from operating activities, our bank credit facility, issuances of senior or subordinated unsecured notes and preferred stock by our Parent Company, as well as financings through our securitization programs, and deposits with the Banks.
Certain of our long-term debt agreements include various restrictive financial and non-financial covenants. If we do not comply with certain of these covenants and an event of default occurs and remains uncured, the maturity of amounts outstanding may be accelerated and become payable, and, with respect to our credit agreement, the associated commitments may be terminated. As of June 30, 2026, we were in compliance with all such covenants.
Credit Agreement
In October 2024, we entered into our amended credit agreement with the Parent Company, as borrower, certain of our domestic subsidiaries, as guarantors, JPMorgan Chase Bank, N.A., as administrative agent and lender, and various other financial institutions, as lenders, which provides for a $700 million senior unsecured revolving credit facility (the Revolving Credit Facility), which matures in October 2028. As of June 30, 2026, our Revolving Credit Facility was undrawn and all $700 million remained available for future borrowings.
Senior and Subordinated Unsecured Notes
The following table provides a summary of our outstanding Long-term and other debt, consisting of senior and subordinated unsecured notes, as of June 30, 2026:
Table 9: Long-term and other debt
| Description | Issuance Date | Maturity | Interest Rate | Principal Amount Originally Issued | Principal Outstanding | |||||||||||||||||||||||||||
| (Millions, except percentages) | ||||||||||||||||||||||||||||||||
| Senior notes due 2031 | November 2025 | May 2031 | 6.750% | $ | 500 | $ | 500 | |||||||||||||||||||||||||
| Subordinated notes due 2035 | March 2025 | June 2035 | 8.375% | 400 | 350 | |||||||||||||||||||||||||||
| $ | 900 | $ | 850 | |||||||||||||||||||||||||||||
During the first half of 2026, we repurchased $50 million in aggregate principal amount of the 8.375% Fixed-Rate Reset Subordinated Notes Due 2035 in the open market with cash on hand.
Deposits
The Banks use a variety of deposit products to finance their operating activities, including funding for non-securitized credit card and other loans, and to fund their securitization enhancement requirements. The Banks offer DTC retail deposit products, including Individual Retirement Accounts, as well as deposits sourced through contractual arrangements with various financial counterparties (often referred to as wholesale deposits, and includes brokered deposits) and various non-maturity deposit products that are generally redeemable on demand by the customer, and as such have no scheduled maturity date. The Banks have also issued certificates of deposit with scheduled maturity dates ranging between July 2026 and June 2031, in denominations of at least $1,000, on which interest is paid either monthly or at maturity. The following table summarizes these retail and wholesale deposit products by type and associated attributes as of the dates presented:
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Table 10: Interest-bearing Deposits
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Millions, except percentages) | |||||||||||
| Deposits | |||||||||||
| Direct-to-consumer (retail) | $ | 9,358 | $ | 8,522 | |||||||
| Wholesale | 5,350 | 5,369 | |||||||||
| Total interest-bearing deposits | $ | 14,708 | $ | 13,891 | |||||||
| Non-maturity deposit products | |||||||||||
| Non-maturity deposits | $ | 8,634 | $ | 7,700 | |||||||
| Interest rate range | 0.850% - 3.95% | 0.70% - 4.05% | |||||||||
| Weighted-average interest rate | 3.81 | % | 3.74 | % | |||||||
| Certificates of deposit | |||||||||||
| Certificates of deposit | $ | 6,074 | $ | 6,191 | |||||||
| Interest rate range | 0.850% - 5.1% | 0.850% - 5.31% | |||||||||
| Weighted-average interest rate | 4.02 | % | 4.12 | % | |||||||
As of June 30, 2026 and December 31, 2025, retail deposits that exceeded applicable Federal Deposit Insurance Corporation (FDIC) insurance limits, which are generally $250,000 per depositor, per insured bank, per ownership category, were estimated to be $736 million (5% of Total deposits) and $638 million (5% of Total deposits), respectively. The measurement of estimated uninsured deposits aligns with regulatory guidelines.
Securitization Programs Including Conduit Facilities
We sell the majority of the credit card loans originated by the Banks to certain of our master trusts (the Trusts). These securitization programs are a principal vehicle through which we finance the Banks’ credit card loans. For this purpose, we use a combination of public term asset-backed notes and private conduit facilities (the Conduit Facilities) with a consortium of lenders, including domestic money center, regional and international banks. Both our public term asset-backed notes and borrowings under the Conduit Facilities are included in Debt issued by consolidated Variable Interest Entities (VIEs) in the Consolidated Balance Sheets. During the three months ended June 30, 2026, $399 million of public term asset-backed notes matured and were repaid, of which $49 million were previously retained by us and therefore eliminated from the Consolidated Balance Sheets.
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The table below summarizes our conduit capacities, borrowings and maturities for the periods presented:
Table 11: Conduit Borrowing Capacity Rollforward and Maturities
| (Millions) | December 31, 2025 | Commitment | June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Conduit Facilities | Capacity | Drawn | Change | Capacity | Drawn | Maturity Date (3) | ||||||||||||||||||||||||||||||||
| Comenity Bank | ||||||||||||||||||||||||||||||||||||||
WFNMNT 2009-VFN (1) | $ | 1,750 | $ | 1,363 | $ | — | $ | 1,750 | $ | 1,106 | October 2026 | |||||||||||||||||||||||||||
| Comenity Capital Bank | ||||||||||||||||||||||||||||||||||||||
WFCMNT 2009-VFN (2) | 2,000 | 712 | — | 2,000 | 343 | February 2027 | ||||||||||||||||||||||||||||||||
| Total | $ | 3,750 | $ | 2,075 | $ | — | $ | 3,750 | $ | 1,449 | ||||||||||||||||||||||||||||
__________________________________
(1)2009-VFN Conduit issued under World Financial Network Credit Card Master Note Trust (WFNMNT).
(2)2009-VFN Conduit issued under World Financial Capital Master Note Trust (WFCMNT).
(3)Maturity Date with respect to conduit borrowings means the date on which the revolving period for the applicable Conduit Facility expires. The revolving period may be extended or renewed (unless an early amortization event occurs prior to the Maturity Date). Absent the extension or renewal of the revolving period, the Conduit Facility shall enter controlled amortization on the Maturity Date and may no longer be drawn upon.
As of June 30, 2026, we had approximately $10.0 billion of securitized credit card loans. Securitizations require credit enhancements, which may be provided in the form of cash, spread deposits, excess collateral, additional loans and/or subordinated classes. The credit enhancement is principally based on the outstanding balances of the series issued by the Trusts and by the performance of the credit card loans in the Trusts.
Early amortization events as defined within each asset-backed securitization transaction are generally driven by asset performance. We do not believe it is reasonably likely that an early amortization event will occur due to asset performance. However, if an early amortization event were declared for a Trust, the trustee of the particular Trust would retain the interest in the loans along with the excess spread that would otherwise be paid to our Bank subsidiary until the investors were fully repaid. The occurrence of an early amortization event would significantly limit or negate our ability to securitize additional credit card loans.
We have secured and continue to secure the necessary commitments to fund our credit card and other loans. However, certain of these commitments are short-term in nature and subject to renewal. There is no guarantee that these funding sources, when they mature, will be renewed on similar terms, or at all, as they are dependent on the availability of the asset-backed securitization and deposit markets at the time.
Regulation RR (Credit Risk Retention) adopted by the FDIC, the SEC, the FRB and certain other federal regulators mandates a minimum five percent risk retention requirement for securitizations. Such risk retention requirements may limit our liquidity by restricting the amount of asset-backed securities we are able to issue or affecting the timing of future issuances of asset-backed securities. We satisfy such risk retention requirements by maintaining a seller’s interest calculated in accordance with Regulation RR.
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Equity
Preferred Stock
As reflected in the table below, in May 2026 we authorized and issued 135,000 shares of preferred stock as depositary shares (the Depositary Shares) for gross proceeds of $135 million, with each Depositary Share representing a 1/40th interest in our Series B 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share (the Series B Preferred Stock). The Series B Preferred Stock has a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series B Preferred Stock) and as of June 30, 2026, the aggregate liquidation value was $135 million. We used the net proceeds of the offering to enter into a preferred stock transaction with one of our subsidiary banks, CCB, pursuant to which CCB issued preferred stock to Parent Company on terms substantially the same as those of the Series B Preferred Stock. The CCB preferred stock is eliminated in consolidation.
The following table provides information about our preferred stock as of the dates presented:
Table 12: Preferred Stock Issued and Outstanding
Per Annum Dividend Rate | Carrying Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
Series (1) | Issuance Date | Earliest Redemption Date | Total Shares | Liquidation Preference | June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
(Millions, except share amounts) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A | November 25, 2025 | December 15, 2030 | 8.625 | % | 75,000 | $ | 75 | $ | 72 | $ | 71 | |||||||||||||||||||||||||||||||||||||||
| Series B | May 12, 2026 | December 15, 2031 | 8.875 | % | 135,000 | 135 | 130 | — | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 210 | $ | 202 | $ | 71 | ||||||||||||||||||||||||||||||||||||||||||||
______________________________
(1)Issued as depositary shares representing 1/40th interest in a share of the corresponding series of non-cumulative perpetual preferred stock, par value $0.01 per share. Dividends are payable quarterly in arrears on March 15, June 15, September 15 and December 15, at a fixed rate, in each case when, as and if declared by our Board of Directors.
Stock Repurchase Authorizations
Periodically, we repurchase shares of our common stock pursuant to Board-approved share repurchase authorizations. The rationale for our repurchase authorizations, and the amounts thereof, is to execute against our previously disclosed capital priorities to grow responsibly, maintain balance sheet strength, and return value to stockholders.
The following table provides information about our common stock repurchases under our various Board-approved share repurchase authorizations, for the periods presented:
Table 13: Authorized Share Repurchases
| (Millions) | Amount Authorized for Repurchase | Number of Shares Repurchased (1) | Approximate Dollar Value of Shares Repurchased (2) | Amount Remaining for Future Repurchases | ||||||||||||||||||||||
As of December 31, 2025 | $ | 240 | ||||||||||||||||||||||||
| For the three months ended: | ||||||||||||||||||||||||||
March 31, 2026 | $ | 600 | 2.0 | $ | 150 | $ | 690 | |||||||||||||||||||
June 30, 2026 | — | 2.8 | 241 | 449 | ||||||||||||||||||||||
| Total | $ | 600 | 4.8 | $ | 391 | |||||||||||||||||||||
______________________________
(1)Upon repurchase, these shares were retired and ceased to be outstanding shares of common stock, and are now treated as authorized but unissued shares of common stock. Does not include the 1.5 million shares that were retired in connection with the termination of our Capped Call transactions, discussed below.
(2)Excludes excise taxes on stock repurchases.
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Capped Call Transactions
In connection with the prior issuance of our 4.25% Convertible Senior Notes due 2028 (Convertible Notes), we entered into privately negotiated capped call (Capped Call) transactions with certain financial institution counterparties in June 2023. At that time, these transactions were expected generally to reduce potential dilution to our common stock upon any conversion of Convertible Notes and/or offset any cash payments we were required to make in excess of the principal amount of the Convertible Notes, with such reduction and/or offset subject to a cap, based on the cap price. As of December 31, 2025, all of the Capped Call transactions remained outstanding, notwithstanding that no Convertible Notes were outstanding at that time. For additional information on the June 2023 issuance of our Convertible Notes and the subsequent repurchases in 2024 and 2025, as well as information on our Capped Call transactions, refer to Note 10, “Borrowings of Long-Term and Other Debt” to the audited Consolidated Financial Statements included in our Annual Reports on Form 10-K for the years ended December 31, 2025 and 2024.
In February 2026 we entered into a separate, privately negotiated termination agreement (each, a Capped Call Unwind Agreement) with each financial institution counterparty to the Capped Call transactions, thereby terminating all of the outstanding Capped Call transactions, and resulting in the receipt of an aggregate 1.5 million shares of our common stock, with a value of $111 million, from the Capped Call counterparties pursuant to the Capped Call Unwind Agreements. Following their receipt, these shares were retired and ceased to be outstanding shares of common stock, and are now treated as authorized but unissued shares of common stock.
Dividends
The table below summarizes the cash dividend activity we had on our preferred and common stock for the dates presented:
Table 14: Dividends
(Millions, except per share amounts) | Preferred Stock | Common Stock | ||||||||||||||||||||||||||||||
| Dividend Declaration Date | Dividend Payment Date | Amount Per Share | Amount | Amount Per Share | Amount (1) | |||||||||||||||||||||||||||
| January 29, 2026 | March 16, 2026 | $ | 26.35 | $ | 2 | $ | 0.23 | $ | 10 | |||||||||||||||||||||||
| April 23, 2026 | June 15, 2026 | $ | 21.56 | $ | 2 | $ | 0.23 | $ | 9 | |||||||||||||||||||||||
| $ | 4 | $ | 19 | |||||||||||||||||||||||||||||
______________________________
(1)Excludes dividend equivalent rights paid during the period.
On July 23, 2026, our Board of Directors declared a quarterly cash dividend of $21.56 per share on our Series A preferred stock, $30.32 per share on our Series B preferred stock, and $0.23 per share on our common stock, each payable on September 15, 2026, to the applicable stockholders of record at the close of business on August 31, 2026. The declaration and payment of future dividends on our preferred and common stock are subject to approval by our Board of Directors, based upon a review of relevant considerations and regulatory and other restrictions on our ability to pay dividends, including restrictions imposed by the terms of each series of our outstanding preferred stock.
Contractual Obligations
In the normal course of business, we enter into various contractual obligations that may require future cash payments, the vast majority of which relate to deposits, debt issued by consolidated VIEs, long-term and other debt, and operating contracts and leases.
We believe that we will have access to sufficient resources to meet these commitments.
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Cash Flows
The table below summarizes our cash flow activity for the periods indicated, followed by a discussion of the variance drivers impacting our Operating, Investing and Financing activities:
Table 15: Cash Flows
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Millions) | |||||||||||
| Total cash provided by (used in): | |||||||||||
| Operating activities | $ | 1,020 | $ | 919 | |||||||
| Investing activities | (355) | 470 | |||||||||
| Financing activities | (534) | (1,285) | |||||||||
| Net increase in cash, cash equivalents and restricted cash | $ | 131 | $ | 104 | |||||||
Cash Flows from Operating Activities primarily include Net income adjusted for (i) non-cash items included in Net income, such as Provision for credit losses, Depreciation and amortization, deferred taxes and other non-cash items, and (ii) changes in the balances of operating assets and liabilities, which can fluctuate in the normal course of business due to the amount and timing of payments. We generated Cash flows from operating activities of $1,020 million and $919 million for the six months ended June 30, 2026 and 2025, respectively. The Net cash provided by operating activities during these periods was primarily driven by cash generated from Net income after adjusting for the Provision for credit losses.
Cash Flows from Investing Activities primarily include changes in Credit card and other loans. Net cash used in investing activities was $355 million for the six months ended June 30, 2026 and Net cash provided by investing activities was $470 million for the six months ended June 30, 2025. The Net cash used in investing activities for the six months ended June 30, 2026 was primarily driven by Net principal losses and an increase in installment loans, partially offset by the seasonal paydown of credit card loans. The Net cash provided by investing activities for the six months ended June 30, 2025 was primarily due to the seasonal paydown of Credit card and other loans.
Cash Flows from Financing Activities primarily include changes in deposits and long-term debt. Cash used in financing activities was $534 million and $1,285 million for the six months ended June 30, 2026 and 2025, respectively. The Net cash used in financing activities during the six months ended June 30, 2026 was primarily driven by net repayments of debt issued by consolidated variable interest entities (i.e., securitizations) and the repurchases of common stock and subordinated debt, partially offset by a net increase in deposits and net proceeds from the issuance of preferred stock. For the six months ended June 30, 2025 the net cash used in financing activities was primarily driven by repayments of debt issued by consolidated variable interest entities and the repurchases of common stock, partially offset by the net increase in deposits.
INFLATION AND SEASONALITY
Although we cannot precisely determine the impact of inflation on our operations, we have generally sought to rely on operating efficiencies from scale, technology modernization and digital advancement along with other operational excellence initiatives, as well as expansion in lower cost jurisdictions to offset increased costs of employee compensation and other operating expenses impacted by inflation. We also recognize that a customer’s ability and willingness to repay us has been negatively impacted by factors such as recent inflation and elevated interest rates, and any persistent effects therefrom, which may result in higher delinquencies and increased credit losses, as reflected in our elevated Reserve rate. If the efforts to control inflation in the U.S. and globally are not successful and inflationary pressures continue to persist, including due to changes to, or the imposition of, tariffs and/or trade barriers, and consequently any economic impacts resulting therefrom, as well as ongoing wars and international tensions and uncertainties, they could further increase repayment pressure on consumers as well as the risk of a recessionary environment or stagflation which may adversely impact our business, results of operations and financial condition.
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With respect to seasonality, our revenues, earnings and cash flows are affected by increased consumer spending patterns leading up to and including the holiday shopping season in the fourth quarter of each year and, to a lesser extent, during the first quarter of each year as Credit card and other loans are paid down. Net principal loss rates for our Credit card and other loans portfolio also have historically exhibited seasonal patterns and generally tend to be the highest in the first quarter of the year and lowest in the third quarter. While the effects of the seasonal trends discussed above remain evident, macroeconomic trends, such as those discussed within the Business Environment sections of our quarterly and annual reports on Form 10-Q and Form 10-K generally have a more significant impact on our key financial metrics and can outweigh any seasonal impacts that we may experience.
LEGISLATIVE, REGULATORY MATTERS AND CAPITAL ADEQUACY
Our business is subject to extensive federal and state laws and regulations, as well as related regulation and supervision, including by the FDIC, Consumer Financial Protection Bureau (CFPB) and other federal and state authorities. Pending and future laws and regulations (federal and state) may adversely impact our business. Without limiting the foregoing, CB is subject to various regulatory capital requirements administered by the Delaware Office of the State Bank Commissioner and the FDIC. CCB is also subject to various regulatory capital requirements administered by the Utah Department of Financial Institutions and the FDIC. Failure to meet minimum capital requirements can trigger certain mandatory and possibly additional discretionary actions by our regulators. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, both Banks must meet specific capital guidelines that involve quantitative measures of their assets and liabilities as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by these regulators about components, risk weightings and other factors. In addition, both Banks are limited in the amounts they can pay as dividends to the Parent Company.
Quantitative measures, established by regulations to ensure capital adequacy, require the Banks to maintain minimum amounts and ratios of Tier 1 capital to average assets, and Common equity tier 1, Tier 1 capital and Total capital, each to risk-weighted assets. Failure to meet these minimum capital requirements can result in certain mandatory, and possibly additional discretionary actions by the Banks’ regulators that if undertaken, could have a direct material effect on CB’s and/or CCB’s operating activities, as well as our operating activities. Based on these regulations, as of June 30, 2026 and 2025, each Bank met all capital requirements to which it was subject, and maintained capital ratios in excess of the minimums required to qualify as well capitalized. The Banks seek to maintain capital levels and ratios in excess of the minimum regulatory requirements inclusive of the 2.5% Capital Conservation Buffer. Although Bread Financial is not a bank holding company as defined under the Bank Holding Company Act, we seek to maintain capital levels and ratios in excess of the minimums required for bank holding companies.
On December 17, 2025, we filed applications with the federal and respective state banking regulators for permission to merge CB with and into CCB, with CCB being the surviving entity. Pending regulatory approval and the expiration of any applicable waiting periods, the merger of CB and CCB is expected to occur in the second half of 2026. The merger is not expected to have a significant impact on our consolidated financial position, results of operations, or liquidity. For additional discussion, refer to “Part I, Item 1. Business — Supervision and Regulation — Planned Merger of CB with and into CCB” in our 2025 Form 10-K.
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The following table provides the actual capital ratios and minimum ratios for the Company, as well as each Bank, as of the periods presented:
Table 16: Capital Ratios
| Ratio/Dollar Value | Minimum Ratio for Capital Adequacy Purposes * | Minimum Ratio to be Well Capitalized under Prompt Corrective Action Provisions | |||||||||||||||||||||
| (Millions, except percentages) | June 30, 2026 | December 31, 2025 | |||||||||||||||||||||
| Total Company | |||||||||||||||||||||||
Common equity tier 1 capital ratio (1) | 12.9 | % | 13.0 | % | 4.5 | % | N/A | ||||||||||||||||
Tier 1 capital ratio (2) | 13.9 | 13.4 | 6.0 | N/A | |||||||||||||||||||
Total risk-based capital ratio (3) | 17.1 | 16.8 | 8.0 | N/A | |||||||||||||||||||
Tier 1 leverage capital ratio (4) | 12.3 | 12.4 | 4.0 | N/A | |||||||||||||||||||
Total risk-weighted assets (5) | $ | 19,329 | $ | 19,755 | |||||||||||||||||||
| Comenity Bank | |||||||||||||||||||||||
Common equity tier 1 capital ratio (1) | 15.5 | % | 15.1 | % | 4.5 | % | 6.5 | % | |||||||||||||||
Tier 1 capital ratio (2) | 15.5 | 15.1 | 6.0 | 8.0 | |||||||||||||||||||
Total risk-based capital ratio (3) | 16.9 | 16.5 | 8.0 | 10.0 | |||||||||||||||||||
Tier 1 leverage capital ratio (4) | 13.4 | 14.1 | 4.0 | 5.0 | |||||||||||||||||||
| Comenity Capital Bank | |||||||||||||||||||||||
Common equity tier 1 capital ratio (1) | 12.5 | % | 13.5 | % | 4.5 | % | 6.5 | % | |||||||||||||||
Tier 1 capital ratio (2) | 14.2 | 14.1 | 6.0 | 8.0 | |||||||||||||||||||
Total risk-based capital ratio (3) | 17.7 | 17.5 | 8.0 | 10.0 | |||||||||||||||||||
Tier 1 leverage capital ratio (4) | 12.8 | 13.2 | 4.0 | 5.0 | |||||||||||||||||||
______________________________
*The listed capital adequacy ratios exclude the Capital Conservation Buffer.
(1)Common equity tier 1 capital ratio represents tier 1 capital reduced by Preferred stock, divided by total risk-weighted assets. In the calculation of tier 1 capital, we follow the Basel III Standardized Approach and therefore Total stockholders’ equity has been reduced by Goodwill and intangible assets, net. See below for a reconciliation of our Total stockholders’ equity under GAAP to tier 1 and tier 2 capital under the Basel III Standardized Approach.
(2)Tier 1 capital ratio represents tier 1 capital divided by total risk-weighted assets. In the calculation of tier 1 capital, we follow the Basel III Standardized Approach and therefore Total stockholders’ equity has been reduced, primarily by Goodwill and intangible assets, net. For us, tier 1 capital is primarily comprised of CET1 capital and Preferred stock. See below for a reconciliation of our Total stockholders’ equity under GAAP to tier 1 and tier 2 capital under the Basel III Standardized Approach.
(3)Total risk-based capital ratio represents total capital divided by total risk-weighted assets. In the calculation of total capital, we follow the Basel III Standardized Approach and therefore tier 1 capital has been increased by tier 2 capital, which for us is comprised of subordinated notes, as well as the allowable portion of the Allowance for credit losses. See below for a reconciliation of our Total stockholders’ equity under GAAP to tier 1 and tier 2 capital under the Basel III Standardized Approach.
(4)Tier 1 leverage capital ratio represents tier 1 capital divided by total average assets, after certain adjustments.
(5)Total risk-weighted assets are generally measured by allocating assets, and specified off-balance sheet exposures, to various risk categories as defined by the Basel III Standardized Approach.
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The following table provides a reconciliation of our Total stockholders’ equity under GAAP to Basel III Standardized Approach Common equity tier 1 capital, Tier 1 capital, Tier 2 capital and Total capital, as of the date presented:
Table 17: Capital Reconciliations
| June 30, 2026 | |||||
| (Millions) | |||||
| Total stockholders’ equity | $ | 3,365 | |||
| Less: | |||||
Preferred stock | 201 | ||||
Total common stockholders’ equity | 3,164 | ||||
Less: | |||||
Goodwill (1) | 593 | ||||
| Intangible assets | 68 | ||||
| Other | 10 | ||||
| Common equity tier 1 capital | 2,493 | ||||
Add: | |||||
Preferred stock | 201 | ||||
| Tier 1 capital | 2,694 | ||||
| Subordinated notes | 350 | ||||
Qualifying allowance for credit losses (2) | 264 | ||||
| Tier 2 capital | 614 | ||||
| Total capital | $ | 3,308 | |||
__________________________________
(1)Goodwill, net of the related $41 million deferred tax liability.
(2)Represents the allowable portion of the Allowance for credit losses, which is a maximum of 1.25% of RWA.
23
The following table provides the changes in our Basel III Standardized Approach Common equity tier 1 capital, Tier 1 capital and Tier 2 capital for the period presented:
Table 18: Capital Rollforwards
| Three months ended June 30, 2026 | Six months ended June 30, 2026 | ||||||||||
| (Millions) | |||||||||||
| Common equity tier 1 capital beginning balance | $ | 2,575 | $ | 2,569 | |||||||
Net income | 146 | 328 | |||||||||
| Dividends declared on preferred and common stock | (10) | (24) | |||||||||
Repurchases of common stock | (244) | (396) | |||||||||
| Changes in additional paid-in capital | 18 | 1 | |||||||||
| Changes in intangible assets | 7 | 15 | |||||||||
Other | 1 | 1 | |||||||||
| Common equity tier 1 capital | 2,493 | 2,493 | |||||||||
| Additional Tier 1 capital beginning balance | 71 | 71 | |||||||||
| Change in preferred stock | 130 | 130 | |||||||||
| Tier 1 capital | 2,694 | 2,694 | |||||||||
| Tier 2 capital beginning balance | 670 | 670 | |||||||||
| Change in subordinated notes | (50) | (50) | |||||||||
| Change in qualifying allowance for credit losses | (6) | (6) | |||||||||
| Tier 2 capital | 614 | 614 | |||||||||
| Total capital | $ | 3,308 | $ | 3,308 | |||||||
Further information about each Bank’s capital components and calculations can be found in each Bank’s Consolidated Reports of Condition and Income Form FFIEC 041 (Call Reports) as filed with the FDIC.
We are also involved, from time to time, in reviews, investigations, subpoenas, supervisory actions and other proceedings (both formal and informal) by governmental agencies regarding our business, which could subject us to significant fines, penalties, obligations to change our business practices, significant restrictions on our existing business or ability to develop new business, cease-and-desist orders, safety-and-soundness directives or other requirements resulting in increased expenses, diminished income and damage to our reputation.
In November 2023 following the consent of the Board of Managers of Comenity Servicing LLC (the Servicer), the FDIC issued a consent order to the Servicer. The Servicer is not one of our Bank subsidiaries, but is our wholly-owned subsidiary that services substantially all of our loans. The consent order arose out of the June 2022 transition of our credit card processing services to strategic outsourcing partners and addresses certain shortcomings in the Servicer’s information technology (IT) systems development, project management, business continuity management, cloud operations, and third-party oversight. The Servicer entered into the consent order for the purpose of resolving these matters without admitting or denying any violations of law or regulation set forth in the order. The consent order did not contain any monetary penalties or fines. The consent order was terminated by the FDIC on March 31, 2026.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no significant changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)” included in our 2025 Form 10-K.
24
RECENTLY ISSUED ACCOUNTING STANDARDS
See the “Recently Issued Accounting Standards” in Note 1, “Description of Business, Basis of Presentation and Significant Accounting Policies” to the unaudited Consolidated Financial Statements.
Cautionary Note Regarding Forward-Looking Statements
This Form 10-Q and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our 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,” “should” or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding, and the guidance we give with respect to, our anticipated operating or financial results, future financial performance and outlook, future dividend declarations or stock repurchases and future economic conditions.
We believe that our expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that are difficult to predict and, in many cases, beyond our control. Accordingly, our actual results could differ materially from the projections, anticipated results or other expectations expressed in this report, and no assurances can be given that our expectations will prove to have been correct. Factors that could cause the outcomes to differ materially include, but are not limited to, the following:
•macroeconomic conditions, including inflation, interest rates, labor market conditions, financial and capital market conditions, recessionary pressures or concerns over a prolonged economic slowdown, and the related impact on consumer spending behavior, payments, debt levels, savings rates and other behaviors;
•global political events and conditions, including significant shifts in trade policy, such as changes to, or the imposition of, tariffs and/or trade barriers and consequently any economic impacts, volatility, uncertainty and geopolitical instability resulting therefrom, as well as ongoing wars, military conflicts, and international tensions or hostilities;
•local or global public health issues, climate-related events, impacts to the power grid, and natural disasters;
•future credit performance of our customers, including the level of future delinquency and charge-off rates;
•loss of, or reduction in demand for services and/or products from, significant brand partners or customers in the highly competitive markets in which we operate, including competition from new and non-traditional competitors, such as financial technology companies, and with respect to new products, services and technologies, such as the emergence or increase in popularity of agentic commerce, digital payment platforms and currencies and other alternative payment and deposit solutions;
•the concentration of our business in U.S. consumer credit;
•increases or volatility in the Allowance for credit losses that may result from the application of the current expected credit loss (CECL) model;
•inaccuracies in the models and estimates on which we rely, including our credit risk management models and the amount of our Allowance for credit losses;
•increases in fraudulent activity;
•failure to identify, complete or successfully integrate or disaggregate business acquisitions, divestitures and other strategic initiatives, including, with respect to divested businesses, any associated guarantees, indemnities or other liabilities;
•the extent to which our results are dependent upon our brand partners, including our brand partners’ financial performance and reputation, as well as the effective promotion and support of our products by brand partners;
•increases in the cost of doing business, including market interest rates;
•our level of indebtedness and inability to access financial or capital markets, including asset-backed securitization funding or deposits markets;
•restrictions that limit our ability to pay dividends and repurchase our stock, and restrictions that limit our Banks’ ability to pay dividends to us;
•pending and future litigation;
•pending and future federal, state, local and foreign legislation, executive action, regulation, supervisory guidance and regulatory and legal actions including, but not limited to, those related to financial regulatory reform and
25
consumer financial services practices, as well as any such actions that would place limits on credit card interest rates or late fees, interchange fees or other charges;
•increases in regulatory capital requirements or other support for our Banks;
•failures, or breaches in our operational or security systems, including as a result of cyberattacks, unanticipated impacts from technology modernization projects, failure of our information security controls or otherwise;
•loss of consumer information or other data due to compromised physical or cyber security, including disruptive attacks from financially motivated bad actors and third-party supply chain issues;
•any liability or other adverse impacts arising out of or related to the spinoff of our former LoyaltyOne segment or the bankruptcy filings of Loyalty Ventures Inc. (LVI) and certain of its subsidiaries, including the pending litigation against us in connection with the spinoff; and
•those factors identified in our filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our 2025 Form 10-K and this quarterly report.
If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected.
Any forward-looking statements contained in this Form 10-Q speak only as of the date made, and we undertake no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.
26
BREAD FINANCIAL HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (Millions, except per share amounts) | ||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Interest and fees on loans | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest on cash and investment securities | ||||||||||||||||||||||||||
| Total interest income | ||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Interest on deposits | ||||||||||||||||||||||||||
| Interest on borrowings | ||||||||||||||||||||||||||
| Total interest expense | ||||||||||||||||||||||||||
| Net interest income | ||||||||||||||||||||||||||
| Non-interest income | ||||||||||||||||||||||||||
| Interchange revenue, net of retailer share arrangements | ( | ( | ( | ( | ||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total non-interest income | ( | ( | ( | ( | ||||||||||||||||||||||
| Total net interest and non-interest income | ||||||||||||||||||||||||||
| Provision for credit losses | ||||||||||||||||||||||||||
| Total net interest and non-interest income, after provision for credit losses | ||||||||||||||||||||||||||
| Non-interest expenses | ||||||||||||||||||||||||||
| Employee compensation and benefits | ||||||||||||||||||||||||||
| Card and processing expenses | ||||||||||||||||||||||||||
| Information processing and communication | ||||||||||||||||||||||||||
| Marketing expenses | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total non-interest expenses | ||||||||||||||||||||||||||
| Income from continuing operations before income taxes | ||||||||||||||||||||||||||
| Provision for income taxes | ||||||||||||||||||||||||||
| Income from continuing operations | ||||||||||||||||||||||||||
Loss from discontinued operations, net of income taxes (1) | ( | |||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Dividends declared to preferred stockholders | ( | ( | ||||||||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||
| Basic earnings per common share (Note 13) | ||||||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | ||||||||||||||||||||||
| Income (loss) from discontinued operations | $ | $ | ( | |||||||||||||||||||||||
| Net income per share | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted earnings per common share (Note 13) | ||||||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | ||||||||||||||||||||||
| Income (loss) from discontinued operations | $ | $ | ( | |||||||||||||||||||||||
| Net income per share | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average common shares outstanding (Note 13) | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
______________________________
(1)Includes amounts that related to the previously disclosed discontinued operations associated with the spinoff of our former LoyaltyOne segment in 2021 and the sale of our former Epsilon segment in 2019. For additional information, refer to Note 1, “Description of Business, Basis of Presentation and Significant Accounting Policies” to the unaudited Consolidated Financial Statements.
See Notes to the unaudited Consolidated Financial Statements.
27
BREAD FINANCIAL HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive (loss) income | |||||||||||||||||||||||
| Unrealized (loss) gain on available-for-sale debt securities | ( | ( | |||||||||||||||||||||
| Tax expense | ( | ||||||||||||||||||||||
| Unrealized (loss) gain on available-for-sale debt securities, net of tax | ( | ( | |||||||||||||||||||||
| Unrealized gain on cash flow hedges | |||||||||||||||||||||||
| Tax expense | |||||||||||||||||||||||
| Unrealized gain on cash flow hedges, net of tax | |||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax | ( | ||||||||||||||||||||||
| Total comprehensive income, net of tax | $ | $ | $ | $ | |||||||||||||||||||
See Notes to the unaudited Consolidated Financial Statements.
28
| June 30, 2026 | December 31, 2025 | ||||||||||
(Millions, except per share amounts) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Credit card and other loans | |||||||||||
Total credit card and other loans (includes loans available to settle obligations of consolidated variable interest entities: June 30, 2026, $ | |||||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Credit card and other loans, net | |||||||||||
Investments (includes investment securities carried at fair value: June 30, 2026, $ | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill and intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Deposits | $ | $ | |||||||||
| Debt issued by consolidated variable interest entities | |||||||||||
| Long-term and other debt | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 15) | |||||||||||
| Stockholders’ equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See Notes to the unaudited Consolidated Financial Statements.
29
BREAD FINANCIAL HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Three Months Ended June 30, 2026 | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (Millions, except preferred shares in thousands and per share amounts) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
Dividends and dividend equivalent rights declared ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares to employees, net of shares withheld for employee taxes | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (Millions, except preferred shares in thousands and per share amounts) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
Dividends and dividend equivalent rights declared ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares to employees, net of shares withheld for employee taxes | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
30
BREAD FINANCIAL HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Six Months Ended June 30, 2026 | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (Millions, except preferred shares in thousands and per share amounts) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Termination of Capped Call transactions | — | — | ( | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Dividends and dividend equivalent rights declared ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares to employees, net of shares withheld for employee taxes | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (Millions, except preferred shares in thousands and per share amounts) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Convertible Notes | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
Dividends and dividend equivalent rights declared ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares to employees, net of shares withheld for employee taxes | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
See Notes to the unaudited Consolidated Financial Statements.
31
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Millions) | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||
| Provision for credit losses | |||||||||||
| Depreciation and amortization | |||||||||||
| Deferred income taxes | |||||||||||
| Non-cash stock-based compensation | |||||||||||
| Amortization of deferred financing costs | |||||||||||
| Amortization of deferred origination costs | |||||||||||
Originations of loans held-for-sale (1) | ( | ||||||||||
Proceeds from sales and paydowns of loans held-for-sale (1) | |||||||||||
| Change in other operating assets and liabilities | |||||||||||
| Change in other assets | |||||||||||
| Change in other liabilities | ( | ( | |||||||||
| Other | |||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Change in credit card and other loans | ( | ||||||||||
| Purchases of investments | ( | ( | |||||||||
| Maturities of investments | |||||||||||
| Other, including capital expenditures | ( | ( | |||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Unsecured borrowings under debt agreements | |||||||||||
| Repayments/maturities of unsecured borrowings under debt agreements | ( | ( | |||||||||
| Debt issued by consolidated variable interest entities | |||||||||||
| Repayments/maturities of debt issued by consolidated variable interest entities | ( | ( | |||||||||
| Net increase in deposits | |||||||||||
| Payment of deferred financing costs | ( | ( | |||||||||
| Net proceeds from the issuance of preferred stock | |||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Dividends and dividend equivalent rights paid | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Change in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | |||||||||||
| Cash and cash equivalents reconciliation | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash included within Other assets | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
(1)Relates to originations of installment loans held for sale and subsequently sold under a new partnership. See Note 2, "Credit Card and Other Loans - Credit Card Loan Portfolio and Installment Loan Sales" to our unaudited Consolidated Financial Statements.
The unaudited Consolidated Statements of Cash Flows are presented with the combined cash flows from continuing and discontinued operations.
See Notes to the unaudited Consolidated Financial Statements.
32
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
We are a tech-forward financial services company that provides simple, personalized payment, lending and saving solutions to millions of U.S. consumers. Our payment solutions deliver growth for some of the most recognized brands in travel and entertainment, specialty apparel, health and beauty, jewelry, sporting goods, technology and electronics, as well as home and furniture through our co-brand and private label credit cards and pay-over-time products providing choice and value to our shared customers. Additionally, we offer Bread Financial general purpose credit cards and saving products that empower our customers and their passions for a better life.
We have continued to diversify our product mix with our brand partners through growth of our co-brand credit card programs, which, relative to our private label credit card programs, have higher credit sales per account and an improved credit risk mix that generally results in higher transactor balances, lower delinquencies and late fees, as well as lower losses. We also offer our proprietary credit cards along with the expansion of our Bread Pay products, which are our installment loans and “split-pay” offerings.
Our partner base consists of large consumer-based businesses, including well-known brands such as (alphabetically) AAA, Academy Sports + Outdoors, Caesars, Dell Technologies, Hard Rock International, the NFL, Raymour & Flanigan, Saks Fifth Avenue, Signet, Ulta and Victoria’s Secret, as well as small- and medium-sized businesses (SMBs). Our partner base is well diversified across a broad range of industries and retail verticals, including travel and entertainment, specialty apparel, health and beauty, jewelry, sporting goods, technology and electronics, as well as home and furniture. We believe our comprehensive suite of payment, lending and saving solutions, along with our related marketing and data and analytics, allows us to offer products relevant across all customer segments (Gen Z, Millennial, Gen X and Baby Boomers). The breadth and quality of our product and service offerings, coupled with our customer-centric approach, have enabled us to establish and maintain long-standing partner relationships. We operate our business through a single reportable segment, with our primary source of revenue being from Interest and fees on loans from our various credit card and other loan products, and to a lesser extent from contractual relationships with our brand partners.
Throughout this report, unless stated or the context implies otherwise, the terms “Bread Financial”, “BFH”, the “Company”, “we”, “our” or “us” refer to Bread Financial Holdings, Inc. and its subsidiaries on a consolidated basis. References to “Parent Company” refer to Bread Financial Holdings, Inc. on a parent-only standalone basis. In addition, in this report we may refer to the retailers and other companies with whom we do business as our “partners”, “brand partners”, or “clients”, provided that the use of the term “partner”, “partnering” or any similar term does not mean or imply a formal legal partnership, and is not meant in any way to alter the terms of Bread Financial’s relationship with any third parties. We offer our credit products through our insured depository institution subsidiaries, Comenity Bank and Comenity Capital Bank, which together are referred to herein as the “Banks.”
BASIS OF PRESENTATION
These unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 13, 2026 (the 2025 Form 10-K). If not significantly different, certain note disclosures included therein have been omitted from these unaudited Consolidated Financial Statements.
The unaudited Consolidated Financial Statements included herein reflect all adjustments, which consist of normal, recurring adjustments that are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The unaudited Consolidated Financial Statements also include amounts that relate to the previously disclosed discontinued operations associated with the spinoff of our former LoyaltyOne segment in 2021 and the sale of our former Epsilon segment in 2019. Such amounts have been classified within Discontinued operations and primarily relate to the after-tax impact of contractual indemnification and tax-related matters. For additional information about our previously disclosed discontinued operations please refer to Note 22, “Discontinued Operations and Bank Holding Company Financial Presentation” to the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. Results of operations reported for interim periods are not necessarily indicative of results for the
33
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
entire year. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the disclosures of contingent assets and liabilities. These accounting estimates and assumptions reflect the best judgment of management, but actual results could differ. The most significant of those estimates and assumptions relate to the Allowance for credit losses and Goodwill.
The accompanying unaudited Consolidated Financial Statements include the accounts of the Company and all subsidiaries in which we have a controlling financial interest. All intercompany transactions have been eliminated.
SIGNIFICANT ACCOUNTING POLICIES
There have been no material changes to our significant accounting policies as discussed in Note 1, “Description of Business, Basis of Presentation and Significant Accounting Policies” included in our 2025 Form 10-K.
34
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
RECENTLY ISSUED ACCOUNTING STANDARDS
Accounting Standards Recently Adopted during 2026 | ||||||||
| Standard | Guidance | Timing and Financial Statement Impact | ||||||
Debt – Debt with Conversion and Other Options: Induced Conversions of Convertible Debt Instruments Issued November, 2024 | Improves the relevance and consistency in application of the induced conversion guidance for (a) convertible debt instruments with cash conversion features and (b) debt instruments that are not currently convertible. | Adopted January 1, 2026. Adoption had no impact on our financial reporting and will not have any impact in the near term as all of our Convertible Notes had been extinguished and no Convertible Notes remained outstanding as of December 31, 2025. Additionally, adoption did not have a significant impact on our operational processes, controls and governance in support of the new guidance. | ||||||
Accounting Standards Recently Issued but Not Yet Adopted as of June 30, 2026 | ||||||||
| Standard | Guidance | Timing and Financial Statement Impact | ||||||
Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses Issued November, 2024 | Requires disaggregated disclosure within the notes to the Consolidated Financial Statements of certain income statement expenses on the face of the Consolidated Statements of Income, and further disaggregation of certain expense captions into specified categories. | Effective beginning with our Annual Report on Form 10-K for the year ending December 31, 2027, and effective for interim reporting periods beginning in 2028. Early adoption is permitted, although we do not plan to early adopt. Adoption is not expected to have a significant impact on our financial reporting, or on our operational processes, controls and governance in support of the new guidance. | ||||||
Intangibles – Goodwill and Other – Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software Issued September, 2025 | Amends certain aspects of the accounting for and disclosure of internal-use software costs, including removing all references to prescriptive and sequential software development stages to align better with current software development methods, e.g., agile. | Effective January 1, 2028. Early adoption is permitted, although we do not plan to early adopt. Adoption is not expected to have a significant impact on our financial reporting, or on our operational processes, controls and governance in support of the new guidance. | ||||||
Financial Instruments – Credit Losses: Purchased Loans Issued November, 2025 | Amends the accounting for acquired loans (excluding credit cards) that meet certain criteria at acquisition (referred to as purchased seasoned loans) by recognizing them at their purchase price plus an allowance for expected credit losses (i.e., the gross-up approach). | Effective January 1, 2027. Early adoption is permitted, although we do not plan to early adopt. Adoption is not expected to have a significant impact on our financial reporting, or on our operational processes, controls and governance in support of the new guidance. | ||||||
2. CREDIT CARD AND OTHER LOANS
Our payment and lending solutions result in the origination of Credit card and other loans, which are recorded at the time a borrower enters into a point-of-sale transaction with a merchant. Credit card loans represent revolving lines of credit and have a range of terms that include credit limits, interest rates and fees, which can be revised over time based on new information about the cardholder, in accordance with applicable regulations and the governing terms and conditions. Cardholders choosing to make a payment of less than the full balance due, instead of paying in full, are subject to finance charges and are required to make monthly payments based on pre-established amounts. Other loans consist primarily of our pay-over-time products, which include installment loans and “split-pay” offerings, and have a range of fixed terms such as interest rates, fees and repayment periods, and require borrowers to make pre-established monthly payments over the term of the loan in accordance with the applicable terms and conditions. Credit card and other loans include principal and any related accrued interest and fees and are presented on the Consolidated Balance Sheets net of the Allowance for credit
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
losses. We continue to accrue interest and fee income on all accounts, except in limited circumstances, until the related balance and all related interest and fees are paid or charged-off.
We generally classify our Credit card and other loans as held for investment. We sell a significant portion of our credit card loans originated by Comenity Bank (CB) and by Comenity Capital Bank (CCB), to certain of our master securitization trusts (the Trusts), which are consolidated Variable Interest Entities (VIEs), and therefore these loans are restricted for securitization investors. New originations of Credit card and other loans are generally determined to be held for investment at origination because we have the intent and ability to hold them for the foreseeable future. In determining what constitutes the foreseeable future, we consider the average life and homogenous nature of our Credit card and other loans. In assessing whether our Credit card and other loans continue to be held for investment, we also consider capital levels and scheduled maturities of funding instruments used. The assertion regarding the intent and ability to hold Credit card and other loans for the foreseeable future can be made with a high degree of certainty given the maturity distribution of our direct-to-consumer (DTC or retail) deposits and other funding instruments; the demonstrated ability to replace maturing time-based deposits and other borrowings with new deposits or borrowings; and historic payment activity on Credit card and other loans. Due to the homogenous nature of our credit card loans, amounts are classified as held for investment on a brand partner portfolio basis. Certain credit card loans and installment loans are classified as held for sale, as determined on a brand partner portfolio or program basis. We carry held for sale loans at the lower of aggregate cost or fair value, include such loans in Other assets on the Consolidated Balance Sheets, and typically continue to recognize finance charges on an accrual basis. Cash flows associated with Credit card and other loans originated or purchased for investment are classified as Cash flows from investing activities, regardless of any subsequent change in intent and ability. Cash flows associated with Credit card and other loans originated with the intent to sell are classified as Cash flows from operating activities, regardless of any subsequent change in intent. The disclosures below relate to our held for investment Credit card and other loans portfolios unless otherwise indicated.
The following table provides Credit card and other loans, as of the dates presented:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Millions) | |||||||||||
| Credit card loans | $ | $ | |||||||||
| Other loans | |||||||||||
Total credit card and other loans (1)(2) | |||||||||||
| Less: Allowance for credit losses | ( | ( | |||||||||
| Credit card and other loans, net | $ | $ | |||||||||
__________________________________
(1)Includes $10.0 billion and $10.7 billion of Credit card and other loans available to settle obligations of consolidated VIEs as of June 30, 2026 and December 31, 2025, respectively.
(2)Includes $386 million and $378 million, of accrued interest and fees that have not yet been billed to cardholders as of June 30, 2026 and December 31, 2025, respectively.
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BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Credit Card and Other Loans Aging
The following table provides the delinquency trends of our Credit card and other loans portfolio, based on the amortized cost, as of the dates presented:
Aging Analysis of Delinquent Amortized Cost Credit Card and Other Loans (1) | |||||||||||||||||||||||||||||||||||
| 30 to 59 Days Past Due | 60 to 89 Days Past Due | 90 or more Days Past Due | Total | Total Current | Total | ||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||
| June 30, 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
__________________________________
(1)Other loans delinquencies have been included with credit card loan delinquencies in the table above, as amounts were insignificant as of each period presented. As permitted by GAAP, the primary difference between the amortized cost basis included in the table above and the carrying value of our Credit card and other loans relates to the exclusion of unbilled finance charges and fees from the amortized cost basis. As of June 30, 2026 and December 31, 2025, accrued interest and fees that have not yet been billed to cardholders were $386 million and $378 million, respectively, included in Credit card and other loans on the Consolidated Balance Sheets.
From time to time we may re-age cardholders’ accounts, with the intent of assisting delinquent cardholders who have experienced financial difficulties but who demonstrate both an ability and willingness to repay the amounts due. This practice affects credit card loan delinquencies and principal losses. Accounts meeting specific defined criteria are re-aged when the cardholder makes one or more consecutive payments aggregating to a certain pre-defined amount of their account balance. Upon re-aging, the outstanding balance of a delinquent account is returned to current status. Our re-aged accounts as a percentage of Total credit card and other loans represented 3.2 % and 3.3 % for the three months ended June 30, 2026 and 2025, respectively, and 3.3 % and 3.4 % for the six months ended June 30, 2026 and 2025, respectively. Our re-aging practices comply with regulatory guidelines.
Credit Quality Indicators for Our Credit Card and Other Loans
Given the nature of our business, the credit quality of our assets, in particular our Credit card and other loans, is a key determinant underlying our ongoing financial performance and overall financial condition. When it comes to our Credit card and other loans portfolio, we closely monitor Delinquency rates and Net principal loss rates, which reflect, among other factors, our underwriting, the inherent credit risk in our portfolio and the success of our collection and recovery efforts. These rates also reflect, more broadly, the general macroeconomic conditions, including the compounding effect of persistent inflation relative to wage growth, and higher interest rates. Our Delinquency rates and Net principal loss rates are also impacted by the size of our Credit card and other loans portfolio, which serves as the denominator in the calculation of these rates. Accordingly, changes in the size of our portfolio (whether due to credit tightening, acquisitions or dispositions of portfolios, or otherwise) may cause movements in our Delinquency and Net principal loss rates that are not necessarily indicative of the underlying credit quality of the overall portfolio.
Delinquencies: An account is contractually delinquent if we do not receive the minimum payment due by the specified due date. Our policy is to continue to accrue interest and fee income on all accounts, except in limited circumstances, until the balance and all related interest and fees are paid or charged-off. After an account becomes 30 days past due, a proprietary collection scoring algorithm automatically scores the risk of the account becoming further delinquent; based upon the level of risk indicated, a collection strategy is deployed, which may include tech-enabled, targeted collections strategies to engage with cardholders in the most efficient communication channel. If after exhausting all in-house collection efforts we are unable to collect on the account, we may engage collection agencies or outside attorneys to continue those efforts, or sell the charged-off balances.
The Delinquency rate is calculated by dividing outstanding principal balances that are contractually delinquent (i.e., principal balances 30 days past due or more) as of the end of the period, by the outstanding principal amount of Credit card and other loans as of the same period-end. As of June 30, 2026 and December 31, 2025 our Delinquency rates were 5.25 % and 5.75 %, respectively.
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BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Net Principal Losses: Our net principal losses include the principal amount of Credit card and other loans that are deemed uncollectible, less recoveries, and exclude charged-off interest, fees and third-party fraud losses (including synthetic fraud). Charged-off interest and fees reduce Interest and fees on loans, while third-party fraud losses are recorded in Card and processing expenses. Our credit card loans, including unpaid interest and fees, are generally charged-off in the month during which an account becomes 180 days past due. Our pay-over-time products, which include installment loans and “split-pay” offerings, including unpaid interest, are generally charged-off when a loan becomes 120 days past due. However, in the case of a customer bankruptcy or death, Credit card and other loans, including unpaid interest and fees, as applicable, are charged-off 60 days after receipt of the notification of the bankruptcy or death, but in any case no later than 180 days past due for credit card loans and 120 days past due for installment loans and “split-pay” offerings. We record the actual losses for unpaid interest and fees as a reduction to Interest and fees on loans, which were $215 million and $236 million for the three months ended June 30, 2026 and 2025, respectively, and $441 million and $486 million for the six months ended June 30, 2026 and 2025, respectively.
The Net principal loss rate is calculated by dividing net principal losses for the period by the Average credit card and other loans for the same period, using an average daily balance calculation methodology. For the three months ended June 30, 2026 and 2025, our Net principal loss rates were 6.98 % and 7.88 %, respectively, and for the six months ended June 30, 2026 and 2025, respectively, our Net principal loss rates were 7.16 % and 8.02 %, respectively.
Overall Credit Quality: As part of our credit risk management activities for our Credit card and other loans portfolio, we assess overall credit quality by reviewing information from credit bureaus and other sources relating to our cardholders’ broader credit performance. We utilize VantageScore (Vantage) credit scores to assist in our assessment of credit quality. Vantage credit scores are obtained at origination of the account and, for credit card loans, are refreshed monthly thereafter to assist in predicting customer behavior. We categorize these Vantage credit scores into the following three credit score ranges: (i) 651 or higher have the lowest credit risk; (ii) 591 to 650 are considered to have moderate credit risk; and (iii) 590 or lower have the highest credit risk. In certain limited circumstances there are customer accounts for which a Vantage score is not available and we use alternative sources to assess credit risk and predict behavior. The table below excludes less than 0.1 The following table reflects the distribution of credit card and other loans by Vantage score as of the dates presented:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| 651 or Higher | 591 to 650 | 590 or Lower | 651 or Higher | 591 to 650 | 590 or Lower | ||||||||||||||||||||||||||||||
| Credit card loans | % | % | % | % | % | % | |||||||||||||||||||||||||||||
Other loans (1) | % | % | % | % | % | % | |||||||||||||||||||||||||||||
__________________________________
(1)Represents Vantage score distribution for our pay-over-time products that had an amortized cost basis of $647 million and $365 million as of June 30, 2026 and December 31, 2025, respectively.
Modified Credit Card Loans
Consumer Relief Programs
As part of our collections strategy, we may offer temporary and short term programs in order to improve the likelihood of collections and meet the needs of our customers. Our modifications, for customers who have requested assistance and meet certain qualifying requirements, come in the form of reduced payment requirements, interest rate reductions and late fee waivers. We do not offer programs involving the forgiveness of principal. These temporary loan modifications may assist in cases where we believe the customer will recover from the short-term hardship and resume scheduled payments. Under these consumer relief programs, those accounts receiving relief may not advance to the next delinquency cycle, including charge-off, in the same time frame that would have occurred had the relief not been granted. We evaluate our consumer relief programs to determine if they represent a more than insignificant delay in payment granted to borrowers experiencing financial difficulty, in which case they would then be considered a Loan Modification. Loans in these short term programs that are determined to be Loan Modifications, will be included as such in the disclosure below. We do not offer Loan Modifications on our Other loans (i.e., our pay-over-time products).
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BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Credit Card Loans – Modifications for Borrowers Experiencing Financial Difficulty (Loan Modifications)
In instances where cardholders are experiencing financial difficulty, we may modify our credit card loans with the intention of minimizing losses and improving collectability, while providing cardholders with financial relief; such credit card loans are classified as Loan Modifications, exclusive of the temporary, short-term consumer relief programs described above. Loan Modifications include concessions consisting primarily of a reduced minimum payment, late fee waiver, and/or an interest rate reduction. The majority of concessions remain in place for a period no longer than 12 months; however, for certain modifications the concessions remain in place through the payoff of the credit card loans if the cardholder complies with the terms of the program.
Loan Modification concessions do not include the forgiveness of unpaid principal, but may involve the reversal of certain unpaid interest or fee assessments, and the cardholder’s ability to make future purchases is either limited or suspended until the cardholder successfully exits from the modification program. In accordance with the terms of our workout programs, the credit agreement reverts back to its original contractual terms (including the contractual interest rate) when the customer exits the program, which is either when all payments have been made in accordance with the program, or when the customer defaults out of the program.
Loan Modifications are collectively evaluated for impairment on a pooled basis in measuring the appropriate Allowance for credit losses. The following table provides information relating to credit card loans to borrowers experiencing financial difficulty that were granted a concession under a Loan Modification program during the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Millions, except percentages) | |||||||||||||||||||||||
Account balance (1) | $ | $ | $ | $ | |||||||||||||||||||
% of Total credit card loans | % | % | % | % | |||||||||||||||||||
Weighted average interest rate reduction (% points) | % | % | % | % | |||||||||||||||||||
__________________________________
(1)Represents the outstanding balances as of June 30, 2026 and 2025, of all Loan Modifications undertaken in the past three and six months, respectively, for credit card loans that remain in modification programs as of June 30, 2026 and 2025, respectively. The outstanding balances include principal, accrued interest and fees.
Interest income on these impaired credit card loans is accounted for in the same manner as non-impaired credit card loans, and cash collections are allocated according to the same payment hierarchy methodology applied for credit card loans not in Loan Modification programs.
The following table provides the performance of our credit card loans that were modified within the 12 months prior to the dates presented and remain in a Loan Modification program as of the dates presented:
| Aging Analysis of Delinquent Amortized Cost Loan Modifications - Credit Card Loans | |||||||||||||||||||||||||||||||||||
| 30 to 59 Days Past Due | 60 to 89 Days Past Due | 90 or more Days Past Due | Total | Total Current | Total | ||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||
| June 30, 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
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BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table provides additional information regarding credit card Loan Modifications that have subsequently defaulted within 12 months of their modification dates, for the periods presented; the probability of default is factored into the Allowance for credit losses:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Millions, except for Number of modifications) | |||||||||||||||||||||||
| Number of modifications | $ | $ | |||||||||||||||||||||
| Outstanding balance | $ | $ | $ | $ | |||||||||||||||||||
Unfunded Lending Commitments
We manage potential credit risk in unfunded lending commitments by reviewing each potential customer’s credit application and evaluating the applicant’s financial history and ability and perceived willingness to repay. Credit card loans are made primarily on an unsecured basis, and our Cardholders reside throughout the U.S. and are not significantly concentrated in any one geographic area.
We manage our potential risk in credit commitments by limiting the total amount of credit, both by individual customer and across our credit card loan portfolio, by monitoring the size and maturity of our loan portfolio and applying consistent risk-based underwriting standards reflective of current and anticipated macroeconomic conditions. We have the unilateral ability to cancel or reduce unused credit card lines at any time. Unused credit card lines available to cardholders totaled approximately $99 billion and $98 billion as of June 30, 2026 and December 31, 2025, respectively. While this amount represented the total available unused credit card lines, we have not experienced and do not anticipate that all cardholders will access their entire available line at any given point in time.
Credit Card Loan Portfolio and Installment Loan Sales
As of June 30, 2026 and December 31, 2025, there were no
In the interest of expanding and diversifying our product offerings, we are now leveraging our loan origination, compliance and servicing-related capabilities through a partnership that relies upon established merchant networks to originate and sell installment loans, while providing compliance oversight. Installment loans sold under this program meet the conditions for sale accounting and are derecognized upon transfer. For the three and six months ended June 30, 2026, fees earned under this program were not material. Over those same respective periods in 2025, we did not earn any such fees as this was a new program in 2026. As of June 30, 2026, installment loans held for sale are included in Other assets on the Consolidated Balance Sheet and were not material. As of December 31, 2025, there were no installment loans held for sale.
Credit Card Loan Portfolio Acquisitions
During the three months ended June 30, 2026 and June 30, 2025, we did not acquire any credit card loan portfolios.
3. ALLOWANCE FOR CREDIT LOSSES
The Allowance for credit losses represents our estimate of expected credit losses over the estimated life of our Credit card and other loans, incorporating future macroeconomic forecasts in addition to information about past events and current conditions. Our estimate under the Current Expected Credit Loss (CECL) approach is significantly influenced by the composition, characteristics and quality of our portfolio of Credit card and other loans, as well as the prevailing economic conditions and forecasts utilized. The Allowance for credit losses includes an estimate for uncollectible principal as well as billed, unpaid interest and fees. Principal losses, net of recoveries are deducted from the Allowance for credit losses. Losses of unpaid interest and fees are recorded as a reduction to Interest and fees on loans upon charge-off. The Allowance for credit losses is maintained through an adjustment to the Provision for credit losses and is evaluated for appropriateness on a quarterly basis.
In estimating our Allowance for credit losses, for each identified segment of loans sharing similar risk characteristics, management uses modeling and estimation techniques based on historical loss experience, current conditions, reasonable
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BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
and supportable forecasts and other relevant factors. This modeling uses historical data and applicable macroeconomic variables with statistical analysis and behavioral relationships, to determine expected credit performance. Our quantitative estimate of expected credit losses under CECL is impacted by certain forecasted macroeconomic variables. We consider the macroeconomic forecast used to be reasonable and supportable over the estimated life of the Credit card and other loans portfolio, with no reversion period. In addition to the quantitative estimate of expected credit losses, we also incorporate qualitative adjustments for certain factors such as Company-specific risks, changes in current macroeconomic conditions that may not be captured in the quantitatively derived results, or other relevant factors to ensure the Allowance for credit losses reflects our best estimate of current expected credit losses.
Credit Card Loans
We use a “pooled” approach to estimate expected credit losses for financial assets with similar risk characteristics. We have evaluated multiple risk characteristics across our credit card loans portfolio, and determined delinquency status and overall credit quality to be the most significant characteristics for estimating expected credit losses. To estimate our Allowance for credit losses, we segment our credit card loans on the basis of delinquency status, credit quality risk score and product. These risk characteristics are evaluated on at least an annual basis, or more frequently as facts and circumstances warrant. In determining the estimated life of our credit card loans, payments were applied to the measurement date balance with no payments allocated to future purchase activity. We use a combination of First In First Out and the Credit Card Accountability, Responsibility, and Disclosure Act of 2009 (CARD Act) methodologies to model balance paydown.
Other Loans
We measure our Allowance for credit losses on Other loans, consisting primarily of our installment loans and “split-pay” offerings, using a statistical model to estimate projected losses over the remaining terms of the loans, inclusive of an assumption for prepayments. The model is based on the historical statistical relationship between loan loss performance and certain macroeconomic data pooled based on credit quality risk score, term of the underlying loans, vintage and geographic location. As of June 30, 2026 and December 31, 2025, the Allowance for credit losses on Other loans was $45 million and $26 million, respectively.
Allowance for Credit Losses Rollforward
The following table provides our Allowance for credit losses for our Credit card and other loans. The amount of the related Allowance for credit losses on other loans is insignificant and therefore has been included in the table below for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
Provision for credit losses (1) | |||||||||||||||||||||||
Net principal losses (2) | ( | ( | ( | ( | |||||||||||||||||||
| Ending balance | $ | $ | $ | $ | |||||||||||||||||||
__________________________________
(1)Provision for credit losses includes a build/release for the Allowance for credit losses, as well as replenishment of Net principal losses. Beginning on January 1, 2026 any changes in the estimate for uncollectible unpaid interest and fees will be recognized as part of the Provision for credit losses; previously such changes were recognized as part of Interest and fees on loans.
(2)Net principal losses are presented net of recoveries of $85 million and $89 million for the three months ended June 30, 2026 and 2025, respectively, and $174 million and $185 million for the six months ended June 30, 2026 and 2025, respectively.
For the three and six months ended June 30, 2026 the balance of the Allowance for credit losses decreased, due primarily to the decrease in Credit card and other loans as seasonally higher transactor balances from the fourth quarter of 2025 were paid down in the first quarter of 2026, as well as the improving credit quality in our credit card and other loans portfolio.
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BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Our reserve rate was 11.23 % and 11.89 % as of June 30, 2026 and 2025, respectively, reflecting our improving credit metrics and higher-quality new account acquisitions. We continue to maintain appropriately prudent weightings on the economic scenarios in our credit reserve modeling to ensure the adequacy of our Allowance for credit losses given the wide range of potential macroeconomic outcomes, including ongoing uncertainty regarding trade policy and global conflicts, and downstream impacts on inflation and unemployment.
4. SECURITIZATIONS
We account for transfers of financial assets as either sales or financings. Transfers of financial assets that are accounted for as a sale are removed from the Consolidated Balance Sheets with any realized gain or loss reflected in the Consolidated Statements of Income during the period in which the sale occurs. Transfers of financial assets that are not accounted for as a sale are treated as a financing.
We regularly securitize a significant portion of our credit card loans through the transfer of those loans to one of our Trusts. We perform the decision making for the Trusts, as well as servicing the cardholder accounts that generate the credit card loans held by the Trusts. In our capacity as a servicer, we administer the loans, collect payments and charge-off uncollectible balances. Servicing fees are earned by a subsidiary, which are eliminated in consolidation.
The Trusts are consolidated VIEs because they have insufficient equity at risk to finance their activities – the issuance of debt securities and notes, collateralized by the underlying credit card loans. Because we perform the decision making and servicing for the Trusts, we have the power to direct the activities that most significantly impact the Trusts’ economic performance (the collection of the underlying credit card loans). In addition, we hold all of the variable interests in the Trusts, with the exception of the liabilities held by third-parties. These variable interests provide us with the right to receive benefits and the obligation to absorb losses, which could be significant to the Trusts. As a result of these considerations, we are deemed to be the primary beneficiary of the Trusts and therefore consolidate the Trusts.
The Trusts issue debt securities and notes, which are non-recourse to us. The collections on the securitized credit card loans held by the Trusts are available only for payment of those debt securities and notes, or other obligations arising in the securitization transactions. For our securitized credit card loans, during the initial phase of a securitization reinvestment period, we generally retain principal collections in exchange for the transfer of additional credit card loans into the securitized pool of assets. During the amortization or accumulation period of a securitization, the investors’ share of principal collections (in certain cases, up to a maximum specified amount each month) is either distributed to the investors or held in an account until it accumulates to the total amount due, at which time it is paid to the investors in a lump sum.
Under the Indentures of each Trust and their Indenture Supplements, we are required to maintain minimum interests in our Trusts ranging from 4 % to 8 % of the securitized credit card loans. This requirement is met through a transferor’s interest and is supplemented through excess funding deposits which represent cash amounts deposited with the trustee of the securitizations. Cash collateral, restricted deposits are generally released proportionately as investors are repaid. Under the terms of the Trusts, the occurrence of certain triggering events associated with the performance of the securitized credit card loans in each Trust could result in certain required actions, including payment of Trust expenses, the establishment of reserve funds, or early amortization of the debt securities and/or notes, in a worst-case scenario. During the three and six months ended June 30, 2026 and 2025, no such triggering events occurred.
The following tables provide the total securitized credit card loans, and related delinquencies and net principal losses of securitized credit card loans, for the periods presented:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Millions) | |||||||||||
| Total credit card loans – available to settle obligations of consolidated VIEs | $ | $ | |||||||||
| Of which: principal amount of credit card loans 90 days or more past due | $ | $ | |||||||||
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BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Net principal losses of securitized credit card loans | $ | $ | $ | $ | |||||||||||||||||||
5. INVESTMENTS
Investments include investment securities and various other investments primarily held by the Banks for Community Reinvestment Act (CRA) purposes. Investment securities consist of available-for-sale (AFS) debt securities, which are mortgage-backed securities and municipal bonds, and equity securities, which are mutual funds. Investment securities are carried at fair value on the Consolidated Balance Sheets. We also have other investments, which primarily include a portfolio of investments in certain limited partnerships and limited liability companies accounted for under the equity method, and therefore are recorded at cost and adjusted each period for our share of the investee’s earnings or losses, less any impairment. Other investments also includes an insignificant tax credit investment where we elected to apply the proportional amortization method of accounting, for which the impacts of both the amortization of the investment and income tax benefits are fully recognized in the Provision for income taxes. Refer to Note 8, “Fair Values of Financial Instruments” for a description of our methodology for determining the fair values of our investment securities.
The following table provides a summary of our Investments as of the dates presented:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Millions) | |||||||||||
| Investment securities | |||||||||||
| Available-for-sale debt securities | $ | $ | |||||||||
| Equity securities | |||||||||||
| Total investment securities | |||||||||||
| Equity method and other investments | |||||||||||
| Total Investments | $ | $ | |||||||||
For AFS debt securities in an unrealized loss position, any estimated credit losses are recognized in the Consolidated Statements of Income by establishing or adjusting an existing Allowance for credit losses for such losses. We typically invest in highly-rated securities with low probabilities of default; therefore, we did not
The table below provides unrealized gains and losses on AFS debt securities as of the dates presented:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | ||||||||||||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Available-for-sale securities | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
43
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following tables provide information about AFS debt securities in a gross unrealized loss position and the length of time that individual securities have been in a continuous unrealized loss position, as of the dates presented:
| June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Less than 12 months | 12 Months or Greater | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||
| Available-for-sale securities | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Less than 12 months | 12 Months or Greater | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||
| Available-for-sale securities | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
As of June 30, 2026 our AFS debt securities included mortgage-backed securities and municipal bonds. The mortgage-backed securities, which do not have a single maturity date, have an amortized cost and estimated fair value of $157 million and $141 million, respectively, with a weighted average yield of 3.29 %. The municipal bonds which all have a maturity date greater than ten years, have an amortized cost and estimated fair value of $30 million and $27 million, respectively, with a weighted average yield of 3.84 %. Weighted average yield is computed using the effective yield of each security owned at the end of the period, weighted based on the amortized cost of each security. The effective yield considers the contractual coupon, amortization of premiums and accretion of discounts. Accrued interest on our AFS debt securities is included in Other assets on the Consolidated Balance Sheets and was insignificant as of both June 30, 2026 and December 31, 2025.
There were no
6. DEPOSITS
Deposits were categorized as interest-bearing or non-interest-bearing as follows, as of the dates presented:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Millions) | |||||||||||
| Interest-bearing | $ | $ | |||||||||
| Non-interest-bearing (including cardholder credit balances) | |||||||||||
| Total deposits | $ | $ | |||||||||
44
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Deposits by deposit type were as follows as of the dates presented:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Millions) | |||||||||||
| Savings accounts | |||||||||||
| Direct-to-consumer (retail) | $ | $ | |||||||||
| Wholesale | |||||||||||
| Certificates of deposit | |||||||||||
| Direct-to-consumer (retail) | |||||||||||
| Wholesale | |||||||||||
| Cardholder credit balances | |||||||||||
| Total deposits | $ | $ | |||||||||
The scheduled maturities of certificates of deposit were as follows as of June 30, 2026:
| (Millions) | |||||
2026 (1) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total certificates of deposit | $ | ||||
__________________________________
As of June 30, 2026 and December 31, 2025, retail deposits that exceeded applicable Federal Deposit Insurance Corporation (FDIC) insurance limits, which are generally $250,000 per depositor, per insured bank, per ownership category, were estimated to be $736 million (5 % of Total deposits) and $638 million (5 % of Total deposits), respectively. The measurement of estimated uninsured deposits aligns with regulatory guidelines.
7. OTHER NON-INTEREST INCOME AND OTHER NON-INTEREST EXPENSES
The following table provides the components of Other non-interest income for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Payment protection products | $ | $ | $ | $ | |||||||||||||||||||
| Paper statement fees | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total other non-interest income | $ | $ | $ | $ | |||||||||||||||||||
45
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table provides the components of Other non-interest expenses for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Professional services and regulatory fees | $ | $ | |||||||||||||||||||||
| Occupancy expense | |||||||||||||||||||||||
| Debt repurchases | |||||||||||||||||||||||
Other (1) | |||||||||||||||||||||||
| Total other non-interest expenses | $ | $ | $ | $ | |||||||||||||||||||
__________________________________
(1)Primarily related to costs associated with various other individually insignificant operating activities.
8. FAIR VALUES OF FINANCIAL INSTRUMENTS
Fair value is defined under GAAP as the price that would be required to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; with such a transaction based on the principal market, or in the absence of a principal market the most advantageous market for the specific instrument. GAAP provides for a three-level fair value hierarchy that classifies the inputs to valuation techniques used to measure fair value, defined as follows:
Level 1: Inputs that are unadjusted quoted prices for identical assets or liabilities in active markets that the entity can access.
Level 2: Inputs, other than those included within Level 1, that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, or inputs other than quoted prices that are observable for the asset or liability.
Level 3: Inputs that are unobservable (e.g., internally derived assumptions) and reflect an entity’s assumptions about estimates market participants would use in pricing the asset or liability based on the best information available under the circumstances. In particular, Level 3 inputs and valuation techniques involve judgment and as a result are not necessarily indicative of amounts we would realize in a current market exchange. The use of different assumptions or estimation techniques may have a material effect on the estimated fair value amounts.
We monitor the market conditions and evaluate the fair value hierarchy levels at least quarterly. For the three and six months ended June 30, 2026 and 2025, there were no no
46
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table summarizes the carrying values and fair values of our financial assets and financial liabilities as of the dates presented:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Financial assets | |||||||||||||||||||||||
| Credit card and other loans, net | $ | $ | $ | $ | |||||||||||||||||||
| Investment securities | |||||||||||||||||||||||
| Financial liabilities | |||||||||||||||||||||||
| Deposits | |||||||||||||||||||||||
| Debt issued by consolidated VIEs | |||||||||||||||||||||||
| Long-term and other debt | $ | $ | $ | $ | |||||||||||||||||||
Valuation Techniques Used in the Fair Value Measurement of Financial Assets and Financial Liabilities
Credit card and other loans, net: Our Credit card and other loans are recorded at amortized cost, less the Allowance for credit losses, on the Consolidated Balance Sheets. In estimating the fair values, we use a discounted cash flow model (i.e., Level 3 inputs), primarily because a comparable whole loan sales market for similar loans does not exist, and therefore there is a lack of observable pricing inputs. We use various internally derived inputs, including projected income, discount rates and forecasted charge-offs. Economic value attributable to future loans generated by the cardholder accounts is not included in the fair values.
Investment securities: Investment securities consist of AFS debt securities, including both mortgage-backed securities and municipal bonds, as well as equity securities, which are mutual funds, and are recorded at fair value on the Consolidated Balance Sheets. Quoted prices of identical or similar investment securities in active markets are used to estimate the fair values (i.e., Level 1 or Level 2 inputs).
Derivative assets and liabilities: We use derivatives to manage our interest rate and foreign currency risk exposures. When quoted market prices are available and used to value our derivatives, we classify them as Level 1. However, the majority of our derivatives do not have readily available quoted market prices. Therefore, we value most of our derivatives using vendor-based models. We primarily rely on market observable inputs for these models, including, for example, interest rate yield curves and currency rates. These inputs can vary depending on the type of derivatives and nature of the underlying rate, price or index upon which the value of the derivative is based. We typically classify derivatives as Level 2 as significant inputs can be observed in a liquid market and the underlying model itself does not require significant judgment. At least annually, we reaffirm our understanding of the valuation techniques applied in our vendor-based models and validate the valuation output on a quarterly basis. Our derivatives are included in Other assets or Other liabilities on the Consolidated Balance Sheets. The fair value impacts of our derivative assets and liabilities were insignificant to the Consolidated Financial Statements for the periods presented on both a gross basis and, where applicable, a net basis.
Deposits: Money market and other non-maturity deposits carrying values approximate their fair values because they are short-term in duration and have no defined maturity. GAAP requires that the fair values of deposit liabilities with no stated maturities equal their carrying values and does not permit recognition of the inherent funding value of the instruments. Certificates of deposit are recorded at their historical issuance cost on the Consolidated Balance Sheets, adjusted for unamortized fees, with the fair value being estimated based on the currently observable market rates available to us for similar deposits with similar remaining maturities (i.e., Level 2 inputs). Interest payable is included within Other liabilities on the Consolidated Balance Sheets.
Debt issued by consolidated VIEs: We record Debt issued by our consolidated VIEs at amortized cost (including unamortized fees, issuance costs, premiums and discounts, where applicable) on the Consolidated Balance Sheets. Fair value is estimated based on the currently observable market rates available to us for similar debt instruments with similar remaining maturities or quoted market prices for the same transaction (i.e., Level 2 inputs). Interest payable is included within Other liabilities on the Consolidated Balance Sheets.
47
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Long-term and other debt: We record Long-term and other debt at amortized cost (including unamortized fees, issuance costs, premiums and discounts, where applicable) on the Consolidated Balance Sheets. Fair value is estimated based on the currently observable market rates available to us for similar debt instruments with similar remaining maturities, or quoted market prices for the same transaction (i.e., Level 2 inputs). Interest payable is included within Other liabilities on the Consolidated Balance Sheets.
Financial Instruments Measured at Fair Value on a Recurring Basis
The following tables summarize our financial instruments measured at fair value on a recurring basis, categorized by the fair value hierarchy described in the preceding paragraphs, as of the dates presented:
| June 30, 2026 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Investment securities | $ | $ | $ | $ | |||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Investment securities | $ | $ | $ | $ | |||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are recognized or disclosed at fair value on a nonrecurring basis, including equity method investments, property and equipment, right-of-use assets, deferred contract costs, goodwill and intangible assets. These assets are not measured at fair value on a recurring basis but are subject to fair value adjustments in certain circumstances, such as upon impairment. We did not
Financial Instruments Disclosed but Not Carried at Fair Value
The fair values of financial instruments that are measured at amortized cost are estimates, and require management’s judgment; therefore, these fair value estimates may not be indicative of future fair values, nor can our fair value be estimated by aggregating all of the amounts presented. The following tables summarize our financial assets and financial liabilities that are measured at amortized cost, and not required to be carried at fair value on a recurring basis, as of the dates presented:
| June 30, 2026 | |||||||||||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Financial assets | |||||||||||||||||||||||
| Credit card and other loans, net | $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Financial liabilities | |||||||||||||||||||||||
| Deposits | $ | $ | $ | $ | |||||||||||||||||||
| Debt issued by consolidated VIEs | |||||||||||||||||||||||
| Long-term and other debt | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
48
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| December 31, 2025 | |||||||||||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Financial assets | |||||||||||||||||||||||
| Credit card and other loans, net | $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Financial liabilities | |||||||||||||||||||||||
| Deposits | $ | $ | $ | $ | |||||||||||||||||||
| Debt issued by consolidated VIEs | |||||||||||||||||||||||
| Long-term and other debt | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
9. STOCK-BASED COMPENSATION
During the six months ended June 30, 2026, we awarded 646,590 service-based restricted stock units (RSUs) with a weighted average grant date fair market value per share of $73.66 as determined on the date of grant. Service-based restricted stock units typically vest ratably over three years provided that the participant is employed by us on each such vesting date, subject to certain limited exceptions.
During the six months ended June 30, 2026, we awarded 169,462 performance-based RSUs with a fair market value of approximately $73.16 . Performance-based RSUs cliff vest at the end of three years , if specific performance measures tied to our financial performance are met. For the performance-based RSUs awarded in 2026, the predefined vesting criteria permit a range from 0 % to 160 % to be earned, subject to a market-based condition. Accruals of compensation cost for an award with a performance condition are based on the probable outcome of that performance condition. If the performance targets are met, these awards will vest with respect to the entire award on February 17, 2029, provided that the participant is employed by us on the vesting date, subject to certain limited exceptions.
For the three months ended June 30, 2026 and 2025, we recognized $16 million and $15 million in stock-based compensation expense, respectively. For the six months ended June 30, 2026 and 2025, we recognized $31 million and $28 million in stock-based compensation expense, respectively.
10. PREFERRED STOCK AND COMMON STOCK
Preferred Stock
As reflected in the table below, in May 2026 we authorized and issued 135,000 135 million, with each Depositary Share representing a 1/40th interest in our Series B 8.875 % Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share (the Series B Preferred Stock). The Series B Preferred Stock has a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series B Preferred Stock) and as of June 30, 2026, the aggregate liquidation value was $135 million. We used the net proceeds of the offering to enter into a preferred stock transaction with one of our subsidiary banks, CCB, pursuant to which CCB issued preferred stock to Parent Company on terms substantially the same as those of the Series B Preferred Stock. The CCB preferred stock is eliminated in consolidation.
49
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table provides information about our preferred stock issued and outstanding as of the dates presented:
Per Annum Dividend Rate | Carrying Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
Series (1) | Issuance Date | Earliest Redemption Date | Total Shares | Liquidation Preference | June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
(Millions, except share amounts) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A | November 25, 2025 | December 15, 2030 | % | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Series B | May 12, 2026 | December 15, 2031 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
______________________________
(1)Issued as depositary shares representing 1/40th interest in a share of the corresponding series of non-cumulative perpetual preferred stock, par value $0.01
Stock Repurchase Authorizations
Periodically, we repurchase shares of our common stock pursuant to Board-approved share repurchase authorizations. The rationale for our repurchase authorizations, and the amounts thereof, is to execute against our previously disclosed capital priorities to grow responsibly, maintain balance sheet strength, and return value to stockholders.
The following table provides information about our common stock repurchases under our various Board-approved share repurchase authorizations, for the periods presented:
| (Millions) | Amount Authorized for Repurchase | Number of Shares Repurchased (1) | Approximate Dollar Value of Shares Repurchased (2) | Amount Remaining for Future Repurchases | ||||||||||||||||||||||
As of December 31, 2025 | $ | |||||||||||||||||||||||||
| For the three months ended: | ||||||||||||||||||||||||||
March 31, 2026 | $ | $ | $ | |||||||||||||||||||||||
June 30, 2026 | ||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
______________________________
(1)Upon repurchase, these shares were retired and ceased to be outstanding shares of common stock, and are now treated as authorized but unissued shares of common stock. Does not include the 1.5 million shares that were retired in connection with the termination of our Capped Call transactions, discussed below.
(2)Excludes excise taxes on stock repurchases.
Capped Call Transactions
In connection with the prior issuance of our 4.25 % Convertible Senior Notes due 2028 (Convertible Notes), we entered into privately negotiated capped call (Capped Call) transactions with certain financial institution counterparties in June 2023. At that time, these transactions were expected generally to reduce potential dilution to our common stock upon any conversion of Convertible Notes and/or offset any cash payments we were required to make in excess of the principal amount of the Convertible Notes, with such reduction and/or offset subject to a cap, based on the cap price. As of December 31, 2025, all of the Capped Call transactions remained outstanding, notwithstanding that no Convertible Notes were outstanding at that time. For additional information on the June 2023 issuance of our Convertible Notes and the subsequent repurchases in 2024 and 2025, as well as information on our Capped Call transactions, refer to Note 10, “Borrowings of Long-Term and Other Debt” to the audited Consolidated Financial Statements included in our Annual Reports on Form 10-K for the years ended December 31, 2025 and 2024.
In February 2026 we entered into a separate, privately negotiated termination agreement (each, a Capped Call Unwind Agreement) with each financial institution counterparty to the Capped Call transactions, thereby terminating all of the outstanding Capped Call transactions, and resulting in the receipt of an aggregate 1.5 million shares of our common stock, with a value of $111 million, from the Capped Call counterparties pursuant to the Capped Call Unwind Agreements.
50
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Following their receipt, these shares were retired and ceased to be outstanding shares of common stock, and are now treated as authorized but unissued shares of common stock.
Dividends
The table below summarizes the cash dividend activity we had on our preferred and common stock for the dates presented:
(Millions, except per share amounts) | Preferred Stock | Common Stock | ||||||||||||||||||||||||||||||
| Dividend Declaration Date | Dividend Payment Date | Amount Per Share | Amount | Amount Per Share | Amount (1) | |||||||||||||||||||||||||||
| January 29, 2026 | March 16, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||||
| April 23, 2026 | June 15, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||
______________________________
(1)Excludes dividend equivalent rights paid during the period.
On July 23, 2026, our Board of Directors declared a quarterly cash dividend of $21.56 per share on our Series A preferred stock, $30.32 per share on our Series B preferred stock, and $0.23 per share on our common stock, each payable on September 15, 2026, to the applicable stockholders of record at the close of business on August 31, 2026. The declaration and payment of future dividends on our preferred and common stock are subject to approval by our Board of Directors, based upon a review of relevant considerations and regulatory and other restrictions on our ability to pay dividends, including restrictions imposed by the terms of each series of our outstanding preferred stock.
11. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in each component of Accumulated other comprehensive loss, net of tax effects, are as follows for the periods presented:
| Three Months Ended June 30, 2026 | Net Unrealized Losses on AFS Securities | Net Unrealized Gains on Cash Flow Hedges | Foreign Currency Translation Adjustments | Accumulated Other Comprehensive Loss | ||||||||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Changes in other comprehensive (loss) income | ( | |||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | Net Unrealized Losses on AFS Securities | Net Unrealized Gains on Cash Flow Hedges | Foreign Currency Translation Adjustments | Accumulated Other Comprehensive Loss | ||||||||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Changes in other comprehensive income | ||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
51
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| Six Months Ended June 30, 2026 | Net Unrealized Losses on AFS Securities | Net Unrealized Gains on Cash Flow Hedges | Foreign Currency Translation Adjustments | Accumulated Other Comprehensive Loss | ||||||||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Changes in other comprehensive loss | ( | ( | ||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | Net Unrealized Losses on AFS Securities | Net Unrealized Gains on Cash Flow Hedges | Foreign Currency Translation Adjustments | Accumulated Other Comprehensive Loss | ||||||||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Changes in other comprehensive income | ||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
12. INCOME TAXES
The Provision for income taxes increased for the three and six months ended June 30, 2026. The effective tax rate was 25.7 % and 20.5 % for the three months ended June 30, 2026 and 2025, respectively, and 25.4 % and 24.5 % for the six months ended June 30, 2026 and 2025, respectively. Both the increases in the Provision for income taxes and in the effective tax rates over the periods of comparison were primarily driven by a discrete tax benefit in the prior year period related to a California law change.
We file income tax returns in U.S. federal, state, local and foreign jurisdictions, as applicable. With a few exceptions, U.S. federal income tax returns and foreign income tax returns are no longer subject to examination for years before 2022, and state and local income tax returns are no longer subject to examination for years before 2021.
13. EARNINGS PER COMMON SHARE
Basic earnings per share (EPS) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Net income available to common stockholders reflects the deduction of dividends declared on our preferred stock. Diluted EPS reflects the assumed conversion of unvested restricted stock awards pursuant to the Treasury Stock method.
52
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table sets forth the computation of basic and diluted EPS attributable to common stockholders for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Millions, except per share amounts) | |||||||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
Loss from discontinued operations, net of income taxes (1) | ( | ||||||||||||||||||||||
| Net income | $ | ||||||||||||||||||||||
| Less: Preferred stock dividends | ( | ( | |||||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Denominator | |||||||||||||||||||||||
| Weighted average common stock outstanding – basic | |||||||||||||||||||||||
Add: net effect of dilutive unvested restricted stock awards (2) | |||||||||||||||||||||||
| Weighted average common stock outstanding – diluted | |||||||||||||||||||||||
| Basic EPS | |||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Income (loss) from discontinued operations | $ | $ | $ | $ | ( | ||||||||||||||||||
| Net income per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted EPS | |||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Income (loss) from discontinued operations | $ | $ | $ | $ | ( | ||||||||||||||||||
| Net income per share | $ | $ | $ | $ | |||||||||||||||||||
__________________________________
(1)Includes amounts that related to the previously disclosed discontinued operations associated with the spinoff of our former LoyaltyOne segment in 2021 and the sale of our former Epsilon segment in 2019. For additional information, refer to Note 1, “Description of Business, Basis of Presentation and Significant Accounting Policies” to the unaudited Consolidated Financial Statements.
(2)As the effect would have been anti-dilutive, for both the three and six months ended June 30, 2025, approximately 0.8 no
14. REGULATORY MATTERS AND CAPITAL ADEQUACY
Regulatory Matters
Our business is subject to extensive federal and state laws and regulations, as well as related regulation and supervision, including by the FDIC, Consumer Financial Protection Bureau (CFPB) and other federal and state authorities. Pending and future laws and regulations (federal and state) may adversely impact our business. Without limiting the foregoing, CB is subject to various regulatory capital requirements administered by the Delaware Office of the State Bank Commissioner and the FDIC. CCB is also subject to various regulatory capital requirements administered by the Utah Department of Financial Institutions and the FDIC. Failure to meet minimum capital requirements can trigger certain mandatory and possibly additional discretionary actions by our regulators. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, both Banks must meet specific capital guidelines that involve quantitative measures of their assets and liabilities as calculated under regulatory accounting practices. The capital amounts and
53
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
classification are also subject to qualitative judgments by these regulators about components, risk weightings and other factors. In addition, both Banks are limited in the amounts they can pay as dividends to the Parent Company.
Quantitative measures, established by regulations to ensure capital adequacy, require the Banks to maintain minimum amounts and ratios of Tier 1 capital to average assets, and Common equity tier 1, Tier 1 capital and Total capital, each to risk-weighted assets. Failure to meet these minimum capital requirements can result in certain mandatory, and possibly additional discretionary actions by the Banks’ regulators that if undertaken, could have a direct material effect on CB’s and/or CCB’s operating activities, as well as our operating activities. Based on these regulations, as of June 30, 2026 and 2025, each Bank met all capital requirements to which it was subject, and maintained capital ratios in excess of the minimums required to qualify as well capitalized. The Banks seek to maintain capital levels and ratios in excess of the minimum regulatory requirements inclusive of the 2.5% Capital Conservation Buffer. Although Bread Financial is not a bank holding company as defined under the Bank Holding Company Act, we seek to maintain capital levels and ratios in excess of the minimums required for bank holding companies.
The following table provides the actual capital ratios and minimum ratios for the Company, as well as each Bank, as of the periods presented:
| Ratio/Dollar Value | Minimum Ratio for Capital Adequacy Purposes * | Minimum Ratio to be Well Capitalized under Prompt Corrective Action Provisions | |||||||||||||||||||||
| (Millions, except percentages) | June 30, 2026 | December 31, 2025 | |||||||||||||||||||||
| Total Company | |||||||||||||||||||||||
Common equity tier 1 capital ratio (1) | % | % | % | N/A | |||||||||||||||||||
Tier 1 capital ratio (2) | N/A | ||||||||||||||||||||||
Total risk-based capital ratio (3) | N/A | ||||||||||||||||||||||
Tier 1 leverage capital ratio (4) | N/A | ||||||||||||||||||||||
Total risk-weighted assets (5) | $ | $ | |||||||||||||||||||||
| Comenity Bank | |||||||||||||||||||||||
Common equity tier 1 capital ratio (1) | % | % | % | % | |||||||||||||||||||
Tier 1 capital ratio (2) | |||||||||||||||||||||||
Total risk-based capital ratio (3) | |||||||||||||||||||||||
Tier 1 leverage capital ratio (4) | |||||||||||||||||||||||
| Comenity Capital Bank | |||||||||||||||||||||||
Common equity tier 1 capital ratio (1) | % | % | % | % | |||||||||||||||||||
Tier 1 capital ratio (2) | |||||||||||||||||||||||
Total risk-based capital ratio (3) | |||||||||||||||||||||||
Tier 1 leverage capital ratio (4) | |||||||||||||||||||||||
______________________________
*The listed capital adequacy ratios exclude the Capital Conservation Buffer.
(1)Common equity tier 1 capital ratio represents tier 1 capital reduced by Preferred stock, divided by total risk-weighted assets. In the calculation of tier 1 capital, we follow the Basel III Standardized Approach and therefore Total stockholders’ equity has been reduced by Goodwill and intangible assets, net.
(2)Tier 1 capital ratio represents tier 1 capital divided by total risk-weighted assets. In the calculation of tier 1 capital, we follow the Basel III Standardized Approach and therefore Total stockholders’ equity has been reduced, primarily by Goodwill and intangible assets, net. For us, tier 1 capital is primarily comprised of CET1 capital and Preferred stock.
(3)Total risk-based capital ratio represents total capital divided by total risk-weighted assets. In the calculation of total capital, we follow the Basel III Standardized Approach and therefore tier 1 capital has been increased by tier 2 capital, which for us is comprised of subordinated notes, as well as the allowable portion of the Allowance for credit losses.
(4)Tier 1 leverage capital ratio represents tier 1 capital divided by total average assets, after certain adjustments.
(5)Total risk-weighted assets are generally measured by allocating assets, and specified off-balance sheet exposures, to various risk categories as defined by the Basel III Standardized Approach.
54
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
We are also involved, from time to time, in reviews, investigations, subpoenas, supervisory actions and other proceedings (both formal and informal) by governmental agencies regarding our business, which could subject us to significant fines, penalties, obligations to change our business practices, significant restrictions on our existing business or ability to develop new business, cease-and-desist orders, safety-and-soundness directives or other requirements resulting in increased expenses, diminished income and damage to our reputation.
In November 2023 following the consent of the Board of Managers of Comenity Servicing LLC (the Servicer), the FDIC issued a consent order to the Servicer. The Servicer is not one of our Bank subsidiaries, but is our wholly-owned subsidiary that services substantially all of our loans. The consent order arose out of the June 2022 transition of our credit card processing services to strategic outsourcing partners and addresses certain shortcomings in the Servicer’s information technology (IT) systems development, project management, business continuity management, cloud operations, and third-party oversight. The Servicer entered into the consent order for the purpose of resolving these matters without admitting or denying any violations of law or regulation set forth in the order. The consent order did not contain any monetary penalties or fines. The consent order was terminated by the FDIC on March 31, 2026.
On December 17, 2025, we filed applications with the federal and respective state banking regulators for permission to merge CB with and into CCB, with CCB being the surviving entity. Pending regulatory approval and the expiration of any applicable waiting periods, the merger of CB and CCB is expected to occur in the second half of 2026. The merger is not expected to have a significant impact on our consolidated financial position, results of operations, or liquidity.
15. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
From time to time we are subject to various lawsuits, claims, disputes, or potential claims or disputes, and other proceedings, arising in the ordinary course of business that we believe, based on our current knowledge, will not have a material adverse effect on our business, consolidated financial condition or liquidity, including claims and lawsuits alleging breaches of our contractual obligations, arbitrations, class actions and other litigation, arising in connection with our business activities. However, in light of the uncertainties involved in such matters, including the fact that some pending legal proceedings are at preliminary stages or seek an indeterminate amount of damages, penalties or fines, it is possible that the outcome of legal proceedings could have a material impact on our results of operations. Certain legal proceedings involving us or our subsidiaries are described further below.
On February 20, 2024, we and our general counsel were named as defendants in an adversary proceeding filed by the liquidating trustee in LVI’s Chapter 11 bankruptcy case in the United States Bankruptcy Court for the Southern District of Texas, captioned Pirinate Consulting Group, LLC v. Bread Financial Holdings, Inc., Case No. 24-03027 (Bankr. S.D. Tex.), alleging actual and constructive fraudulent transfers, among other claims, in connection with our spinoff of LVI. Also on February 20, 2024, the liquidating trustee filed an action in the United States District Court for the District of Delaware against us, each of the members of our Board of Directors at the time of the spinoff, and certain members of our management team, captioned Pirinate Consulting Group, LLC v. Bread Financial Holdings, Inc., Case No. 24-cv-00226-RGA (D. Del.), alleging certain breaches of fiduciary duties (and aiding and abetting breaches of fiduciary duties) in connection with the spinoff. Subsequently, the liquidating trustee voluntarily dismissed without prejudice the complaint in the District of Delaware and commenced on March 20, 2024 a substantially similar action in Delaware Chancery Court, captioned Pirinate Consulting Group, LLC v. Bread Financial Holdings, Inc., Case No. 2024-0277-MTZ (Del. Ch.), against the same parties and asserting the same claims. Among other things, in each of the Texas and Delaware actions, the liquidating trustee seeks damages in the amount of approximately $750 million plus interest, fees and expenses. In the Texas action, the United States Bankruptcy Court permitted certain of the claims to move past a motion to dismiss, and on January 22, 2026, the Court denied our motion for partial summary judgment on other claims; we are appealing that decision to the United States District Court for the Southern District of Texas.
We and certain current and former members of our management team have also been named as defendants in other litigation matters relating to the LVI spinoff. LoyaltyOne, Co. (the LVI subsidiary that operated its Canadian AIR MILES business) filed suit against us and our general counsel in the Ontario Superior Court of Justice in Canada on October 18, 2023, in an action captioned LoyaltyOne, Co. v. Bread Financial Holdings, Inc. et al. The lawsuit asserts that our general counsel, in his capacity as a pre-spinoff director of LoyaltyOne, Co., breached various fiduciary duties owed to
55
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
LoyaltyOne, Co. in connection with the LVI spinoff and certain other transactions, and that Bread Financial assisted in and benefited from those breaches. The lawsuit seeks damages in the amount of $775 million. LoyaltyOne, Co. is also contesting our entitlement to certain potential tax refunds under the tax matters agreement, in proceedings pursuant to the Canadian Companies’ Creditors Arrangement Act in the Commercial List of the Ontario Superior Court of Justice, captioned In re Matter of a Plan of Compromise or Arrangement of LoyaltyOne, Co., Case No. CV-23-00696017-00CL (the Tax Matters Dispute). In July 2024, the judge presiding over the Tax Matters Dispute issued an order in our favor, and LoyaltyOne, Co. filed a motion for leave to appeal that order, which motion was dismissed by the Court of Appeal for Ontario in March 2025. LoyaltyOne, Co. has indicated that it will continue to seek to contest our entitlement to these potential tax refunds. In March 2026, certain creditors of LVI sought a temporary stay of these Canadian proceedings pending final resolution of the tax refund-related claims in the U.S. litigation filed by the liquidating trustee, and the Ontario Superior Court of Justice granted an interim one-year stay up to and including March 8, 2027, subject to the right of any interested party to bring a motion prior to that date to lift or vary the stay. Finally, on April 27, 2023, we and certain current and former members of our management team were named as defendants in a putative federal securities class action filed in the United States District Court for the Southern District of Ohio, captioned Newtyn Partners, LP v. Alliance Data Systems n/k/a Bread Financial Holdings, Inc., Case No. 23-cv-1451-EAS (S.D. Ohio), concerning disclosures made about LVI’s business prior to the spinoff. The lead plaintiff in this matter filed an amended complaint on March 21, 2024. In March 2025, the United States District Court for the Southern District of Ohio granted our and the other defendants’ motions to dismiss in full and with prejudice; the court entered judgment in favor of all defendants and terminated the case. The plaintiffs appealed the District Court’s ruling in the Newtyn Partners matter, and the United States Court of Appeals for the Sixth Circuit affirmed the dismissal of the suit in January 2026.
In all these actions related to the spinoff, we believe the allegations contained in the complaints are without merit and intend to defend the cases. We cannot predict at this point the length of time that these actions will be ongoing or the liability, if any, which may arise therefrom.
Some matters pending against us specify the damages sought, others seek an unspecified amount of damages or are at very early stages of the legal process. In matters where the amount of damages claimed against us are stated, the claimed amount may be exaggerated and/or unsupported. While some matters have not yet progressed sufficiently through discovery or have had development of important factual information and legal issues to enable us to estimate an amount of loss or a range of possible loss, other matters may have progressed sufficiently to enable an estimate of an amount of loss, or a range of possible loss. We accrue for a loss contingency when it is both probable that a loss has occurred, and the amount of loss can be reasonably estimated; however, there may be instances in which an exposure to a loss contingency exceeds our accrual. On a quarterly basis we evaluate developments in the legal proceedings against us that could cause an increase or decrease in the amount of the accrual that has been previously recorded.
56
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Market Risk
Market risk is the risk to current or anticipated earnings, capital or economic value arising from changes in the market value of portfolios, securities or other financial instruments. Market Risk includes interest rate risk which is the risk arising from movements in interest rates. Our principal market risk exposures arise from volatility in interest rates and changes in the relationship between the interest rates on our assets (such as Credit card and other loans and Investments) and the interest rates on our liabilities (such as Deposits, Debt issued by consolidated variable interest entities and Long-term and other debt), which may include repricing risk, basis risk, yield curve risk and options risk, and their resulting impact on economic value, capitalization levels, and earnings.
There has been no material change from our 2025 Form 10-K related to our exposure to interest rate risk or other market risks.
Item 4. Controls and Procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
57
PART II: OTHER INFORMATION
Item 1. Legal Proceedings.
Refer to (i) Part II, Item 1A, “Risk Factors—We may be adversely affected by LVI’s ongoing bankruptcy proceedings or pending or future litigation or other disputes involving or relating to LVI.” of our 2025 Form 10-K, (ii) Note 15, “Commitments and Contingencies” to our unaudited Consolidated Financial Statements, and (iii) “Risk Factors—Legal, Regulatory and Compliance Risks” of our 2025 Form 10-K, each of which is incorporated herein by reference.
Item 1A. Risk Factors.
There have been no material changes to the Risk Factors previously disclosed in our 2025 Form 10-K. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. For a discussion of the recent trends and uncertainties impacting our business, see also “Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) — Business Environment.”
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table presents information with respect to purchases of our common stock made by or on behalf of us during the three months ended June 30, 2026:
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||
| April 1-30 | 920,220 | $ | 81.58 | 919,409 | $ | 615 | ||||||||||||||||||||
| May 1-31 | 996,267 | $ | 86.77 | 995,213 | $ | 529 | ||||||||||||||||||||
| June 1-30 | 812,144 | $ | 98.90 | 808,987 | $ | 449 | ||||||||||||||||||||
| Total | 2,728,631 | $ | 88.63 | 2,723,609 | ||||||||||||||||||||||
__________________________________
(1)During the periods presented, (i) 5,022 shares of our common stock were purchased by the administrator of our Bread Financial 401(k) Plan for the benefit of the employees who participated in that portion of the 401(k) Plan and (ii) 2,723,609 shares of our common stock were repurchased by the Company, pursuant to a Rule 10b5-1 trading plan previously adopted by the Company, during an open trading window.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
(a)None.
(b)None.
(c)During the three months ended June 30, 2026, no Section 16 officer or director of the Parent Company adopted terminated
58
Item 6. Exhibits.
a)Exhibits:
EXHIBIT INDEX
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit No. | Filer | Description | Form | Exhibit | Filing Date | |||||||||||||||||||||||||||
| 3.1 | (a) | 8-K | 3.2 | 6/10/16 | ||||||||||||||||||||||||||||
| 3.2 | (a) | 8-K | 3.1 | 3/24/22 | ||||||||||||||||||||||||||||
| 3.3 | (a) | 8-K | 3.1 | 11/25/25 | ||||||||||||||||||||||||||||
| 3.4 | (a) | 8-K | 3.1 | 5/12/26 | ||||||||||||||||||||||||||||
| 3.5 | (a) | 8-K | 3.2 | 3/24/22 | ||||||||||||||||||||||||||||
| 4 | (a) | 10-Q | 4 | 8/8/03 | ||||||||||||||||||||||||||||
| 10.1 | (b) (c) (d) | 8-K | 99.1 | 6/2/26 | ||||||||||||||||||||||||||||
| *31.1 | (a) | |||||||||||||||||||||||||||||||
| *31.2 | (a) | |||||||||||||||||||||||||||||||
| **32.1 | (a) | |||||||||||||||||||||||||||||||
| **32.2 | (a) | |||||||||||||||||||||||||||||||
59
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit No. | Filer | Description | Form | Exhibit | Filing Date | |||||||||||||||||||||||||||
| *101 | (a) | The following financial information from Bread Financial Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements. | ||||||||||||||||||||||||||||||
| *104 | (a) | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||||||||||||||||||||||||||||
__________________________________
*Filed herewith
**Furnished herewith
(a)Bread Financial Holdings, Inc.
(b)WFN Credit Company, LLC
(c)World Financial Network Credit Card Master Trust
(d)World Financial Network Credit Card Master Note Trust
60
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Bread Financial Holdings, Inc. has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
| BREAD FINANCIAL HOLDINGS, INC. | ||||||||
DATE: July 28, 2026 | ||||||||
| By: | /s/ RALPH J. ANDRETTA | |||||||
| Ralph J. Andretta | ||||||||
| President and Chief Executive Officer | ||||||||
DATE: July 28, 2026 | ||||||||
| By: | /s/ PERRY S. BEBERMAN | |||||||
| Perry S. Beberman | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
61
Exhibit 31.1
CERTIFICATION OF THE
CHIEF EXECUTIVE OFFICER
OF
BREAD FINANCIAL HOLDINGS, INC.
I, Ralph J. Andretta, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Bread Financial Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 28, 2026
/S/ RALPH J. ANDRETTA | |||||
| Ralph J. Andretta | |||||
| Chief Executive Officer | |||||
Exhibit 31.2
CERTIFICATION OF THE
CHIEF FINANCIAL OFFICER
OF
BREAD FINANCIAL HOLDINGS, INC.
I, Perry S. Beberman, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Bread Financial Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 28, 2026
/S/ PERRY S. BEBERMAN | |||||
| Perry S. Beberman | |||||
| Chief Financial Officer | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Bread Financial Holdings, Inc. (the Company) for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the Report), Ralph J. Andretta, as Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(i)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 28, 2026
/S/ RALPH J. ANDRETTA | |||||
| Ralph J. Andretta | |||||
| Chief Executive Officer | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Bread Financial Holdings, Inc. (the Company) for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the Report), Perry S. Beberman, as Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(i)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 28, 2026
/s/ PERRY S. BEBERMAN | |||||
| Perry S. Beberman | |||||
| Chief Financial Officer | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.