Bread Financial Holdings Inc.
09/08/2026 | Press release | Distributed by Public on 09/08/2026 14:34
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on December 17, 2025, Bread Financial Holdings, Inc. (the "Company") filed applications with the Federal Deposit Insurance Corporation and applicable state banking regulators for approval to merge Comenity Bank with and into Comenity Capital Bank, with Comenity Capital Bank as the surviving entity (the "Bank Merger"). The Company received all required regulatory approvals for the Bank Merger on July 31, 2026 and currently expects to consummate the Bank Merger on or around October 1, 2026, subject to the expiration of any applicable waiting periods and the satisfaction of any remaining customary conditions. The Bank Merger is not expected to have a significant impact on the Company's consolidated financial position, results of operations, or liquidity.
In connection with the Bank Merger, on September 3, 2026, the Company as the borrower and certain of the Company's subsidiaries entered into an Amendment No. 2 to Credit Agreement with JPMorgan Chase Bank, N.A. ("JPMorgan"), as administrative agent, the lenders party thereto and the other parties party thereto (the "Amendment"), which amended that certain Credit Agreement, dated as of June 7, 2023, among the Company, certain of the Company's subsidiaries, as guarantors, JPMorgan and the other lenders party thereto (as amended, supplemented or otherwise modified prior to the Amendment, the "Existing Credit Agreement"; and the Existing Credit Agreement, as amended by the Amendment, the "Credit Agreement").
The Credit Agreement continues to govern the Company's $700 million senior unsecured revolving credit facility (the "Revolving Credit Facility"). The Amendment modifies the Existing Credit Agreement principally to permit the Bank Merger as an exception to certain covenants
applicable to the Revolving Credit Facility. Except as expressly set forth in the Amendment, the terms governing the Revolving Credit Facility remain the same.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
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