BREAD FINANCIAL HOLDINGS INC
For the period ended Dec 31, 2024. Filed Feb 14, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 14, 2025
BFH$96.70-1.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
a)The following documents are filed as part of this Annual Report on Form 10-K:
(1)Financial Statements
(2)Financial Statement Schedules.
Separate financial statement schedules have been omitted either because they are not applicable or because the required information is included in the audited Consolidated Financial Statements.
(3)Exhibits.
The following exhibits are filed as part of this Annual Report on Form 10-K or, where indicated, were previously filed and are hereby incorporated by reference.
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. · Filer · Description · Form · Exhibit · Filing Date | ||||
| 3.1(a) | Third Amended and Restated Certificate of Incorporation of the Registrant. | 8-K | 3.2 | 6/10/16 |
| 3.2(a) | Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of the Registrant. | 8-K | 3.1 | 3/24/22 |
| 3.3(a) | Certificate of Designations of Series A Preferred Non-Voting Convertible Preferred Stock of the Registrant | 8-K | 3.1 | 4/29/19 |
| 3.4(a) | Sixth Amended and Restated Bylaws of the Registrant. | 8-K | 3.2 | 3/24/22 |
| 4.1(a) | Specimen Certificate for shares of Common Stock of the Registrant. | 10-Q | 4.0 | 8/8/03 |
| 4.2(a) | Description of Registrant’s Common Stock | 10-K | 4.2 | 2/28/23 |
| +10.1(a) | Bread Financial Holdings, Inc. Executive Deferred Compensation Plan, amended and restated effective January 1, 2018. | 8-K | 10.1 | 11/24/17 |
| +10.2(a) | Amendment effective January 1, 2024 to the Bread Financial Holdings, Inc. Executive Deferred Compensation Plan. | 10-K | 10.2 | 2/20/24 |
| +10.3(a) | Bread Financial Holdings, Inc. 2010 Omnibus Incentive Plan. | DEF 14A | A | 4/20/10 |
| +10.4(a) | Bread Financial Holdings, Inc. 2015 Omnibus Incentive Plan. | DEF 14A | B | 4/20/15 |
| +10.5(a) | Bread Financial Holdings, Inc. 2020 Omnibus Incentive Plan. | DEF 14A | A | 4/23/20 |
| +10.6(a) | Bread Financial Holdings, Inc. 2022 Omnibus Incentive Plan. | DEF 14A | A | 4/13/22 |
| +10.7(a) | Bread Financial Holdings, Inc. 2024 Omnibus Incentive Plan. | DEF 14A | B | 4/3/24 |
| +10.8(a) | Form of Time-Based Restricted Stock Unit Award Agreement under the Bread Financial Holdings, Inc. 2020 Omnibus Incentive Plan. | 8-K | 10.1 | 2/18/21 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Filer | Description | Form | Exhibit | Filing Date |
| ^+10.9 | (a) | Form of Performance-Based Restricted Stock Unit Award Agreement under the Bread Financial Holdings, Inc. 2020 Omnibus Incentive Plan. | 8-K | 10.2 | 2/18/21 |
| +10.10(a) | Form of Time-Based Restricted Stock Unit Award Agreement under the Bread Financial Holdings, Inc. 2022 Omnibus Incentive Plan. | 10-K | 10.9 | 2/20/24 | |
| ^+10.11 | (a) | Form of Performance-Based Restricted Stock Unit Award Agreement under the Bread Financial Holdings, Inc. 2022 Omnibus Incentive Plan. | 10-K | 10.10 | 2/20/24 |
| +10.12(a) | Form of Time-Based Restricted Stock Unit Award Agreement under the Bread Financial Holdings, Inc. 2024 Omnibus Incentive Plan. | 10-Q | 10.11 | 8/1/24 | |
| +10.13(a) | Form of Performance-Based Restricted Stock Unit Award Agreement under the Bread Financial Holdings, Inc. 2024 Omnibus Incentive Plan. | 10-Q | 10.12 | 8/1/24 | |
| +10.14(a) | Form of Non-employee Director Restricted Stock Unit Award Agreement under the Bread Financial Holdings, Inc. 2010 Omnibus Incentive Plan. | 10-K | 10.52 | 2/28/13 | |
| +10.15(a) | Form of Non-employee Director Restricted Stock Unit Award Agreement under the Bread Financial Holdings, Inc. 2015 Omnibus Incentive Plan. | 10-Q | 10.6 | 8/7/17 | |
| +10.16(a) | Form of Non-employee Director Restricted Stock Unit Award Agreement under the Bread Financial Holdings, Inc. 2020 Omnibus Incentive Plan. | 8-K | 10.1 | 6/15/21 | |
| +10.17(a) | Form of Non-employee Director Restricted Stock Unit Award Agreement under the Bread Financial Holdings, Inc. 2022 Omnibus Incentive Plan. | 10-K | 10.14 | 2/20/24 | |
| +10.18(a) | Form of Non-employee Director Restricted Stock Unit Award Agreement under the Bread Financial Holdings, Inc. 2024 Omnibus Incentive Plan. | 10-Q | 10.13 | 8/1/24 | |
| +10.19(a) | Bread Financial Holdings, Inc. Non-Employee Director Deferred Compensation Plan. | 8-K | 10.1 | 6/9/06 | |
| +10.20(a) | Form of Bread Financial Associate Confidentiality Agreement. | 10-K | 10.18 | 2/27/17 | |
| +10.21(a) | Form of Bread Financial Holdings, Inc. Indemnification Agreement for Officers and Directors. | 8-K | 10.1 | 6/5/15 | |
| +10.22(a) | Bread Financial Holdings, Inc. Amended and Restated 2015 Employee Stock Purchase Plan, effective March 23, 2022. | DEF 14A | C | 4/20/15 | |
| 10.23(b)(c) | Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996 as amended and restated as of September 17, 1999 and August 1, 2001, by and among WFN Credit Company, LLC, World Financial Network National Bank, and BNY Midwest Trust Company. | 8-K | 4.6 | 8/31/01 | |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. · Filer · Description · Form · Exhibit · Filing Date | ||||
| 10.24(b)(c)(d) | Second Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, among World Financial Network National Bank, WFN Credit Company, LLC and BNY Midwest Trust Company. | 8-K | 4.1 | 8/4/04 |
| 10.25(b)(c)(d) | Third Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, among World Financial Network National Bank, WFN Credit Company, LLC and BNY Midwest Trust Company. | 8-K | 4.1 | 4/5/05 |
| 10.26(b)(d) | Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, among World Financial Network National Bank, WFN Credit Company, LLC and BNY Midwest Trust Company. | 8-K | 4.1 | 6/15/07 |
| 10.27(b)(c)(d) | Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, among World Financial Network National Bank, WFN Credit Company, LLC and BNY Midwest Trust Company. | 8-K | 4.1 | 10/31/07 |
| 10.28(b)(d) | Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, among World Financial Network National Bank, WFN Credit Company, LLC, and The Bank of New York Trust Company, N.A. | 8-K | 4.1 | 5/29/08 |
| 10.29(b)(d) | Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010, among World Financial Network National Bank, WFN Credit Company, LLC, and The Bank of New York Mellon Trust Company, N.A. | 8-K | 4.2 | 6/30/10 |
| 10.30(b)(d) | Supplemental Agreement to Second Amended and Restated Pooling and Servicing Agreement, dated as of August 9, 2010, among World Financial Network National Bank, WFN Credit Company, LLC, and The Bank of New York Mellon Trust Company, N.A. | 8-K | 4.1 | 8/12/10 |
| 10.31(b)(c)(d) | Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, among World Financial Network Bank, WFN Credit Company, LLC, and The Bank of New York Mellon Trust Company, N.A. | 8-K | 4.1 | 11/14/11 |
| 10.32(b)(c)(d) | Ninth Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2016, among Comenity Bank, WFN Credit Company, LLC, and MUFG Union Bank, N.A. | 8-K | 4.1 | 12/2/16 |
| 10.33(b)(c)(d) | Tenth Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of August 16, 2018, among Comenity Bank, WFN Credit Company, LLC, and MUFG Union Bank, N.A. | 8-K | 4.1 | 8/20/18 |
| 10.34(b)(c)(d) | Eleventh Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of June 11, 2020, among Comenity Bank, WFN Credit Company, LLC, and MUFG Union Bank, N.A. | 8-K | 4.2 | 6/16/20 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. · Filer · Description · Form · Exhibit · Filing Date | ||||
| 10.35(b)(c) | Twelfth Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of October 27, 2020, among WFN Credit Company, LLC, as transferor, Comenity Bank, as servicer, and MUFG Union Bank, N.A., as trustee. | 8-K | 4.1 | 10/30/20 |
| 10.36(b)(c)(d) | Thirteenth Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of April 26, 2024, among WFN Credit Company, LLC, as transferor, Comenity Bank, as servicer, and U.S. Bank National Association, as trustee. | 8-K | 4.3 | 4/30/24 |
| 10.37(b)(c) | Collateral Series Supplement to Second Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, among WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company. | 8-K | 4.7 | 8/31/01 |
| 10.38(b)(c) | First Amendment to Collateral Series Supplement, dated as of November 7, 2002, among WFN Credit Company, LLC, World Financial Network National Bank and BNY Midwest Trust Company. | 8-K | 4.3 | 11/20/02 |
| 10.39(b)(c)(d) | Second Amendment to Collateral Series Supplement, dated as of July 6, 2016, among WFN Credit Company, LLC, Comenity Bank and MUFG Union Bank, N.A. | 8-K | 4.1 | 7/8/16 |
| 10.40(b)(c) | Transfer and Servicing Agreement, dated as of August 1, 2001, between WFN Credit Company, LLC, World Financial Network National Bank, and World Financial Network Credit Card Master Note Trust. | 8-K | 4.3 | 8/31/01 |
| 10.41(b)(c) | First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Credit Card Master Note Trust. | 8-K | 4.2 | 11/20/02 |
| 10.42(b)(c)(d) | Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Credit Card Master Note Trust. | 8-K | 4.2 | 8/4/04 |
| 10.43(b)(c)(d) | Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Credit Card Master Note Trust. | 8-K | 4.2 | 4/5/05 |
| 10.44(b)(d) | Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Credit Card Master Note Trust. | 8-K | 4.2 | 6/15/07 |
| 10.45(b)(c)(d) | Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, among WFN Credit Company, LLC, World Financial Network National Bank and World Financial Network Credit Card Master Note Trust. | 8-K | 4.2 | 10/31/07 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. · Filer · Description · Form · Exhibit · Filing Date | ||||
| 10.46(b)(d) | Seventh Amendment to Transfer and Servicing Agreement, dated as of June 28, 2010, among World Financial Network National Bank, WFN Credit Company, LLC, and World Financial Network Credit Card Master Note Trust. | 8-K | 4.4 | 6/30/10 |
| 10.47(b)(d) | Supplemental Agreement to Transfer and Servicing Agreement, dated as of August 9, 2010, among World Financial Network National Bank, WFN Credit Company, LLC, and World Financial Network Credit Card Master Note Trust. | 8-K | 4.3 | 8/12/10 |
| 10.48(b)(c)(d) | Eighth Amendment to Transfer and Servicing Agreement, dated as of June 15, 2011, among World Financial Network National Bank, WFN Credit Company, LLC, and World Financial Network Credit Card Master Note Trust. | 8-K | 4.1 | 6/15/11 |
| 10.49(b)(c)(d) | Ninth Amendment to Transfer and Servicing Agreement, dated as of November 9, 2011, among World Financial Network Bank, WFN Credit Company, LLC, and World Financial Network Credit Card Master Note Trust. | 8-K | 4.3 | 11/14/11 |
| 10.50(b)(c)(d) | Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016, among Comenity Bank, WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust. | 8-K | 4.4 | 7/8/16 |
| 10.51(b)(c)(d) | Eleventh Amendment to the Transfer and Servicing Agreement, dated as of April 26, 2024, among Comenity Bank, WFN Credit Company, LLC and World Financial Network Credit Card Master Note Trust. | 8-K | 4.5 | 4/30/24 |
| 10.52(b)(d) | Receivables Purchase Agreement, dated as of August 1, 2001, between World Financial Network National Bank and WFN Credit Company, LLC. | 8-K | 4.8 | 8/31/01 |
| 10.53(b)(d) | First Amendment to Receivables Purchase Agreement, dated as of June 28, 2010, between World Financial Network National Bank and WFN Credit Company, LLC. | 8-K | 4.3 | 6/30/10 |
| 10.54(b)(d) | Supplemental Agreement to Receivables Purchase Agreement, dated as of August 9, 2010, between World Financial Network National Bank and WFN Credit Company, LLC. | 8-K | 4.2 | 8/12/10 |
| 10.55(b)(c)(d) | Second Amendment to Receivables Purchase Agreement, dated as of November 9, 2011, between World Financial Network Bank and WFN Credit Company, LLC. | 8-K | 4.2 | 11/14/11 |
| 10.56(b)(c)(d) | Third Amendment to Receivables Purchase Agreement, dated as of July 6, 2016, between Comenity Bank and WFN Credit Company, LLC. | 8-K | 4.2 | 7/8/16 |
| 10.57(b)(c)(d) | Fourth Amendment to Receivables Purchase Agreement, dated as of June 11, 2020, between Comenity Bank and WFN Credit Company, LLC. | 8-K | 4.3 | 6/16/20 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Filer | Description | Form | Exhibit | Filing Date |
| 10.58(b)(c)(d) | Fifth Amendment to Receivables Purchase Agreement, dated as of April 26, 2024, between Comenity Bank and WFN Credit Company, LLC. | 8-K | 4.4 | 4/30/24 | |
| 10.59(b)(c) | Master Indenture, dated as of August 1, 2001, between World Financial Network Credit Card Master Note Trust and BNY Midwest Trust Company. | 8-K | 4.1 | 8/31/01 | |
| 10.60(b)(c) | Omnibus Amendment, dated as of March 31, 2003, among WFN Credit Company, LLC, World Financial Network Credit Card Master Trust, World Financial Network National Bank and BNY Midwest Trust Company. | 8-K | 4 | 4/22/03 | |
| 10.61(b)(d) | Supplemental Indenture No. 1, dated as of August 13, 2003, between World Financial Network Credit Card Master Note Trust and BNY Midwest Trust Company. | 8-K | 4.2 | 8/28/03 | |
| 10.62(b)(d) | Supplemental Indenture No. 2, dated as of June 13, 2007, between World Financial Network Credit Card Master Note Trust and BNY Midwest Trust Company. | 8-K | 4.3 | 6/15/07 | |
| 10.63 | (b(d) | Supplemental Indenture No. 3, dated as of May 27, 2008, between World Financial Network Credit Card Master Note Trust and The Bank of New York Trust Company, N.A. | 8-K | 4.2 | 5/29/08 |
| 10.64 | (b(d) | Supplemental Indenture No. 4, dated as of June 28, 2010, between World Financial Network Credit Card Master Note Trust and The Bank of New York Mellon Trust Company, N.A. | 8-K | 4.1 | 6/30/10 |
| 10.65(b)(c)(d) | Supplemental Indenture No. 5, dated as of February 20, 2013, between World Financial Network Credit Card Master Note Trust and Union Bank, N.A. | 8-K | 4.2 | 2/22/13 | |
| 10.66(b)(c)(d) | Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, between World Financial Network Credit Card Master Note Trust and MUFG Union Bank, N.A. | 8-K | 4.3 | 7/8/16 | |
| 10.67(b)(c)(d) | Supplemental Indenture No. 7 to Master Indenture, dated as of June 11, 2020, between World Financial Network Credit Card Master Note Trust and MUFG Union Bank, N.A. | 8-K | 4.1 | 6/16/20 | |
| 10.68(b)(c)(d) | Supplemental Indenture No. 8 to Master Indenture, dated as of April 26, 2024, between World Financial Network Credit Card Master Note Trust and U.S. Bank National Association. | 8-K | 4.1 | 4/30/24 | |
| 10.69(b)(c)(d) | Agreement of Resignation, Appointment and Acceptance, dated as of May 25, 2021, by and among WFN Credit Company, LLC, U.S. Bank Trust National Association and Citicorp Trust Delaware, National Association. | 8-K | 4.1 | 5/28/21 | |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Filer | Description | Form | Exhibit | Filing Date |
| 10.70(b)(c)(d) | Succession Agreement, dated as of June 18, 2021, by and among Comenity Bank, World Financial Network Credit Card Master Note Trust, MUFG Union Bank, N.A. and U.S. Bank National Association. | 8-K | 4.1 | 6/24/21 | |
| 10.71(b)(c)(d) | Succession Agreement, dated as of June 18, 2021, among WFN Credit Company, LLC, MUFG Union Bank, N.A. and U.S. Bank National Association. | 8-K | 4.2 | 6/24/21 | |
| 10.72(b)(c)(d) | Series 2023-A Indenture Supplement, dated as of May 16, 2023, between World Financial Network Credit Card Master Note Trust and U.S. Bank National Association. | 8-K | 4.1 | 5/19/23 | |
| 10.73(b)(c)(d) | First Amendment to Series 2023-A Indenture Supplement, dated as of December 22, 2023, between World Financial Network Credit Card Master Note Trust and U.S. Bank National Association. | 8-K | 4.1 | 12/26/23 | |
| 10.74(b)(c)(d) | Second Amendment to Series 2023-A Indenture Supplement, dated as of April 26, 2024, between World Financial Network Credit Card Master Note Trust and U.S. Bank National Association. | 8-K | 4.2 | 4/30/24 | |
| 10.75(b)(c)(d) | Series 2024-A Indenture Supplement, dated as of May 15, 2024, between World Financial Network Credit Card Master Note Trust and U.S. Bank National Association. | 8-K | 4.1 | 5/21/24 | |
| 10.76(b)(c)(d) | Series 2024-B Indenture Supplement, dated as of August 13, 2024, between World Financial Network Credit Card Master Note Trust and U.S. Bank National Association. | 8-K | 4.1 | 8/14/24 | |
| 10.77 | (b(d) | Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN Credit Company, LLC and Chase Manhattan Bank USA, National Association. | 8-K | 4.4 | 8/31/01 |
| 10.78(b)(c)(d) | First Amendment to Amended and Restated Trust Agreement, dated as of May 25, 2021, between WFN Credit Company, LLC and Citicorp Trust Delaware, National Association. | 8-K | 4.2 | 5/28/21 | |
| 10.79 | (b(d) | Administration Agreement, dated as of August 1, 2001, between World Financial Network Credit Card Master Note Trust and World Financial Network National Bank. | 8-K | 4.5 | 8/31/01 |
| 10.80 | (b(d) | First Amendment to Administration Agreement, dated as of July 31, 2009, between World Financial Network Credit Card Master Note Trust and World Financial Network National Bank. | 8-K | 4.1 | 7/31/09 |
| 10.81(b)(c)(d) | Sixth Amended and Restated Service Agreement, dated as of January 1, 2025, by and between Comenity Bank and Comenity Servicing LLC. | 8-K | 99.1 | 1/2/25 | |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. · Filer · Description · Form · Exhibit · Filing Date | ||||
| 10.82(b)(c)(d) | Asset Representations Review Agreement, dated as of July 6, 2016, among Comenity Bank, WFN Credit Company, LLC, World Financial Network Credit Card Master Note Trust and FTI Consulting, Inc. | 8-K | 10.1 | 7/8/16 |
| 10.83(a) | Receivables Purchase Agreement, dated as of September 28, 2001, between World Financial Network National Bank and WFN Credit Company, LLC. | 10-Q | 10.5 | 11/7/08 |
| 10.84(a) | First Amendment to Receivables Purchase Agreement, dated as of June 24, 2008, between World Financial Network National Bank and WFN Credit Company, LLC. | 10-K | 10.94 | 3/2/09 |
| 10.85(a) | Second Amendment to Receivables Purchase Agreement, dated as of March 30, 2010, between World Financial Network National Bank and WFN Credit Company, LLC. | 10-K | 10.127 | 2/28/11 |
| 10.86(a) | Supplemental Agreement to Receivables Purchase Agreement, dated as of August 9, 2010, between World Financial Network National Bank and WFN Credit Company, LLC. | 10-K | 10.128 | 2/28/11 |
| 10.87(a) | Third Amendment to Receivables Purchase Agreement, dated as of September 30, 2011, between World Financial Network Bank and WFN Credit Company, LLC. | 10-Q | 10.4 | 11/7/11 |
| 10.88(a) | World Financial Network Credit Card Master Trust III Amended and Restated Pooling and Servicing Agreement, dated as of September 28, 2001, among WFN Credit Company, LLC, World Financial Network National Bank, and The Chase Manhattan Bank, USA, National Association. | 10-Q | 10.6 | 11/7/08 |
| 10.89(a) | First Amendment to the Amended and Restated Pooling and Servicing Agreement, dated as of April 7, 2004, among WFN Credit Company, LLC, World Financial Network National Bank, and The Chase Manhattan Bank, USA, National Association. | 10-Q | 10.7 | 11/7/08 |
| 10.90(a) | Second Amendment to the Amended and Restated Pooling and Servicing Agreement, dated as of March 23, 2005, among WFN Credit Company, LLC, World Financial Network National Bank, and The Chase Manhattan Bank, USA, National Association. | 10-Q | 10.8 | 11/7/08 |
| 10.91(a) | Third Amendment to the Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, among WFN Credit Company, LLC, World Financial Network National Bank, and Union Bank of California, N.A. (successor to JPMorgan Chase Bank, N.A.). | 10-Q | 10.9 | 11/7/08 |
| 10.92(a) | Fourth Amendment to Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2010, among WFN Credit Company, LLC, World Financial Network National Bank, and Union Bank, N.A. | 10-Q | 10.9 | 5/7/10 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Filer | Description | Form | Exhibit | Filing Date |
| 10.93(a) | Fifth Amendment to Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 2011, among WFN Credit Company, LLC, World Financial Network Bank, and Union Bank, N.A. | 10-Q | 10.3 | 11/7/11 | |
| 10.94(a) | Sixth Amendment to Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2016, among WFN Credit Company, LLC, Comenity Bank, and Deutsche Bank Trust Company Americas. | 10-K | 10.94 | 2/27/17 | |
| 10.95(a) | Seventh Amendment to Amended and Restated Pooling and Servicing Agreement, dated as of September 1, 2017, among WFN Credit Company, LLC, Comenity Bank, and U.S. Bank National Association (successor to Deutsche Bank Trust Company Americas). | 10-K | 10.96 | 2/27/18 | |
| 10.96(a) | Eighth Amendment to Amended and Restated Pooling and Servicing Agreement, dated as of November 16, 2020, among WFN Credit Company, LLC, Comenity Bank, and U.S. Bank National Association (successor to Deutsche Bank Trust Company Americas). | 10-K | 10.105 | 2/26/21 | |
| 10.97(a) | Supplemental Agreement to Amended and Restated Pooling and Servicing Agreement, dated as of August 9, 2010, among WFN Credit Company, LLC, World Financial Network National Bank, and Union Bank, N.A. | 10-K | 10.134 | 2/28/11 | |
| 10.98(a) | Receivables Purchase Agreement, dated as of September 29, 2008, between World Financial Capital Bank and World Financial Capital Credit Company, LLC. | 10-Q | 10.3 | 11/7/08 | |
| 10.99(a) | Amendment No. 1 to Receivables Purchase Agreement, dated as of June 4, 2010, between World Financial Capital Bank and World Financial Capital Credit Company, LLC. | 10-Q | 10.11 | 8/9/10 | |
| *10.100 | (a) | Amendment No. 2 to Receivables Purchase Agreement, dated as of December 12, 2024, between World Financial Capital Bank and World Financial Capital Credit Company, LLC. | |||
| 10.101(a) | Transfer and Servicing Agreement, dated as of September 29, 2008, among World Financial Capital Credit Company, LLC, World Financial Capital Bank and World Financial Capital Master Note Trust. | 10-Q | 10.4 | 11/7/08 | |
| 10.102(a) | Amendment No. 1 to Transfer and Servicing Agreement, dated as of June 4, 2010, among World Financial Capital Credit Company, LLC, World Financial Capital Bank and World Financial Capital Master Note Trust. | 10-Q | 10.12 | 8/9/10 | |
| *10.103 | (a) | Amendment No. 2 to Transfer and Servicing Agreement, dated as of December 12, 2024, among World Financial Capital Credit Company, LLC, World Financial Capital Bank and World Financial Capital Master Note Trust. | |||
| 10.104(a) | Master Indenture, dated as of September 29, 2008, between World Financial Capital Master Note Trust and U.S. Bank National Association, together with Supplemental Indenture Nos. 1 - 3. | 10-K | 10.104 | 2/27/18 | |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Filer | Description | Form | Exhibit | Filing Date |
| *10.105 · (a) · Supplemental Indenture No. 4 to Master Indenture, dated as of December 12, 2024, between World Financial Capital Master Note Trust and U.S. Bank National Association. | |||||
| 10.106(a) | Receivables Purchase Agreement, dated as of June 17, 2022, between Comenity Capital Bank and Comenity Capital Credit Company, LLC. | 10-K | 10.98 | 2/28/23 | |
| *10.107 | (a) | Amendment No. 1 to Receivables Purchase Agreement, dated as of December 20, 2024, between Comenity Capital Bank and Comenity Capital Credit Company, LLC. | |||
| 10.108(a) | Transfer Agreement, dated as of June 17, 2022, between Comenity Capital Credit Company, LLC and Comenity Capital Asset Securitization Trust. | 10-K | 10.99 | 2/28/23 | |
| *10.109 | (a) | Amendment No. 1 to Transfer Agreement, dated as of December 20, 2024, between Comenity Capital Credit Company, LLC and Comenity Capital Asset Securitization Trust. | |||
| 10.110(a) | Servicing Agreement, dated as of June 17, 2022, between Comenity Capital Credit Company, LLC, Comenity Capital Bank and Comenity Capital Asset Securitization Trust. | 10-K | 10.1 | 2/28/23 | |
| 10.111(a) | Master Indenture, dated as of June 17, 2022, between Comenity Capital Asset Securitization Trust and U.S. Bank Trust Company, National Association. | 10-K | 10.101 | 2/28/23 | |
| *10.112 | (a) | Supplemental Indenture No. 1 to Master Indenture, dated as of December 20, 2024, between Comenity Capital Asset Securitization Trust and U.S. Bank Trust Company, National Association. | |||
| 10.113(a) | Fourth Amended and Restated Series 2009-VFN Indenture Supplement, dated as of February 28, 2014, between World Financial Network Credit Card Master Note Trust and Union Bank, N.A. | 10-K | 10.129 | 2/27/15 | |
| 10.114(a) | First Amendment to Fourth Amended and Restated Series 2009-VFN Indenture Supplement, dated as of July 10, 2017, between World Financial Network Credit Card Master Note Trust and MUFG Union Bank, N.A., formerly known as Union Bank, N.A. | 10-Q | 10.8 | 8/7/17 | |
| 10.115(a) | Second Amendment to Fourth Amended and Restated Series 2009-VFN Indenture Supplement, dated as of December 1, 2017, between World Financial Network Credit Card Master Note Trust and MUFG Union Bank, N.A., formerly known as Union Bank, N.A. | 10-K | 10.109 | 2/27/18 | |
| 10.116(a) | Third Amendment to Fourth Amended and Restated Series 2009-VFN Indenture Supplement, dated as of May 3, 2018, between World Financial Network Credit Card Master Note Trust and MUFG Union Bank, N.A., formerly known as Union Bank, N.A. | 10-K | 10.110 | 2/26/19 | |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Filer | Description | Form | Exhibit | Filing Date |
| 10.117(a) | Fourth Amendment to Fourth Amended and Restated Series 2009-VFN Indenture Supplement, dated as of August 31, 2018, between World Financial Network Credit Card Master Note Trust and MUFG Union Bank, N.A., formerly known as Union Bank, N.A. | 10-K | 10.111 | 2/26/19 | |
| 10.118(a) | Fifth Amendment to Fourth Amended and Restated Series 2009-VFN Indenture Supplement, dated as of February 1, 2019, between World Financial Network Credit Card Master Note Trust and MUFG Union Bank, N.A., formerly known as Union Bank, N.A. | 10-K | 10.112 | 2/26/19 | |
| 10.119(a) | Sixth Amendment to Fourth Amended and Restated Series 2009-VFN Indenture Supplement, dated as of June 11, 2020, between World Financial Network Credit Card Master Note Trust and MUFG Union Bank, N.A., formerly known as Union Bank, N.A. | 10-K | 10.118 | 2/26/21 | |
| 10.120(a) | Seventh Amendment to Fourth Amended and Restated Series 2009-VFN Indenture Supplement, dated as of September 10, 2020, between World Financial Network Credit Card Master Note Trust and MUFG Union Bank, N.A., formerly known as Union Bank, N.A. | 10-K | 10.119 | 2/26/21 | |
| 10.121(a) | Eighth Amendment to Fourth Amended and Restated Series 2009-VFN Indenture Supplement, dated as of August 1, 2022, between World Financial Network Credit Card Master Note Trust and U.S. Bank National Association, as successor to MUFG Union Bank, N.A. | 10-K | 10.11 | 2/28/23 | |
| 10.122(a) | Ninth Amendment to Fourth Amended and Restated Series 2009-VFN Indenture Supplement, dated as of February 1, 2023, between World Financial Network Credit Card Master Note Trust and U.S. Bank National Association, as successor to MUFG Union Bank, N.A. | 10-K | 10.127 | 2/20/24 | |
| 10.123(a) | Tenth Amendment to Fourth Amended and Restated Series 2009-VFN Indenture Supplement, dated as of December 22, 2023, between World Financial Network Credit Card Master Note Trust and U.S. Bank National Association, as successor to MUFG Union Bank, N.A. | 10-K | 10.128 | 2/20/24 | |
| *10.124 | (a) | Eleventh Amendment to Fourth Amended and Restated Series 2009-VFN Indenture Supplement, dated as of April 26, 2024, between World Financial Network Credit Card Master Note Trust and U.S. Bank National Association, as successor to MUFG Union Bank, N.A. | |||
| 10.125(a) | Third Amended and Restated Series 2009-VFC1 Supplement, dated as of April 28, 2017, among WFN Credit Company, LLC, Comenity Bank and Deutsche Bank Trust Company Americas. | 10-Q | 10.7 | 8/7/17 | |
| 10.126(a) | First Amendment to Third Amended and Restated Series 2009-VFC1 Supplement, dated as of October 19, 2017, among WFN Credit Company, LLC, Comenity Bank and U.S. Bank National Association (successor to Deutsche Bank Trust Company Americas). | 10-Q | 10.4 | 11/8/17 | |
| 10.127(a) | Second Amendment to Third Amended and Restated Series 2009-VFC1 Supplement, dated as of August 31, 2018, among WFN Credit Company, LLC, Comenity Bank and U.S. Bank National Association (successor to Deutsche Bank Trust Company Americas). | 10-K | 10.115 | 2/26/19 | |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Filer | Description | Form | Exhibit | Filing Date |
| 10.128(a) | Third Amendment to Third Amended and Restated Series 2009-VFC1 Supplement, dated as of June 28, 2019, among WFN Credit Company, LLC, Comenity Bank and U.S. Bank National Association (successor to Deutsche Bank Trust Company Americas). | 10-K | 10.123 | 2/26/21 | |
| 10.129(a) | Fourth Amendment to Third Amended and Restated Series 2009-VFC1 Supplement, dated as of April 17, 2020, among WFN Credit Company, LLC, Comenity Bank and U.S. Bank National Association (successor to Deutsche Bank Trust Company Americas). | 10-K | 10.124 | 2/26/21 | |
| *10.130 | (a) | Sixth Amended and Restated Series 2009-VFN Indenture Supplement, dated as of December 12, 2024, between World Financial Capital Master Note Trust and Deutsche Bank Trust Company Americas. | |||
| 10.131(a) | Series 2023-VFN1 Indenture Supplement, dated as of September 29, 2023, between Comenity Capital Asset Securitization Trust and U.S. Bank Trust Company, National Association. | 10-K | 10.138 | 2/20/24 | |
| *10.132 | (a) | First Amendment and Consent to Series 2023-VFN1 Indenture Supplement, dated as of February 21, 2024, between Comenity Capital Asset Securitization Trust and U.S. Bank Trust Company, National Association. | |||
| *10.133 | (a) | Second Amendment to Series 2023-VFN1 Indenture Supplement, dated as of December 20, 2024, between Comenity Capital Asset Securitization Trust and U.S. Bank Trust Company, National Association. | |||
| *10.134 | (a) | Series 2024-VFN1 Indenture Supplement, dated as of February 21, 2024, between Comenity Capital Asset Securitization Trust and U.S. Bank Trust Company, National Association. | |||
| *10.135 | (a) | First Amendment to Series 2024-VFN1 Indenture Supplement, dated as of December 20, 2024, between Comenity Capital Asset Securitization Trust and U.S. Bank Trust Company, National Association. | |||
| 10.136(a) | Credit Agreement, dated as of June 7, 2023, by and among Bread Financial Holdings, Inc., the subsidiary guarantors parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and other financial institutions as lenders. | 8-K | 10.2 | 6/13/23 | |
| ^10.137 | (a) | Amendment No. 1 to Credit Agreement, dated as of October 18, 2024, by and among Bread Financial Holdings, Inc., as borrower, and certain of its subsidiaries as guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent and various other lenders. | 8-K | 10.1 | 10/21/24 |
| 10.138(a) | Indenture, dated as of June 13, 2023, among Bread Financial Holdings, Inc., certain of its subsidiaries as guarantors and U.S. Bank Trust Company, National Association, as trustee (including the form of the Company’s 4.25% Convertible Senior Note due June 15, 2028). | 8-K | 4.1 | 6/13/23 | |
| 10.139(a) | Indenture, dated as of December 22, 2023, among Bread Financial Holdings, Inc., certain of its subsidiaries as guarantors and U.S. Bank Trust Company, National Association, as trustee (including the form of the Company’s 9.750% Convertible Senior Note due March 15, 2029). | 8-K | 4.1 | 12/22/23 | |
| Incorporated by Reference | |||||
| Exhibit No. | Filer | Description | Form | Exhibit | Filing Date |
|---|---|---|---|---|---|
| *19 | (a) | Bread Financial Holdings, Inc. Insider Trading Policy. | |||
| *21 | (a) | Subsidiaries of the Registrant | |||
| *23.1 | (a) | Consent of Deloitte & Touche LLP | |||
| *31.1 | (a) | Certification of Chief Executive Officer of Bread Financial Holdings, Inc. pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended. | |||
| *31.2 | (a) | Certification of Chief Financial Officer of Bread Financial Holdings, Inc. pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended. | |||
| **32.1 | (a) | Certification of Chief Executive Officer of Bread Financial Holdings, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
| **32.2 | (a) | Certification of Chief Financial Officer of Bread Financial Holdings, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
| *97 | (a) | Bread Financial Holdings, Inc. Compensation Recoupment Policy. | |||
| *101 | (a) | The following financial information from Bread Financial Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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 the Audited Consolidated Financial Statements. | |||
| *104 | (a) | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||
*Filed herewith
** Furnished herewith
- Management contract, compensatory plan or arrangement
∧ Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Bread Financial Holdings, Inc. hereby undertakes to furnish supplementally copies of any of the omitted exhibits upon request by the U.S. Securities and Exchange Commission.
(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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.