BREAD FINANCIAL HOLDINGS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Bread Financial Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

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Dear Fellow Bread Financial Stockholders

Bread Financial delivered solid performance in 2024 despite a challenging macroeconomic environment. The Company continued to make the right long-term investments to drive improved profitability and sustainable shareholder value. The foundation of the Company was strengthened through improvements in customer experience and further product and partner diversification, including new partnerships formed with iconic brands such as Hard Rock International, HP and Saks Fifth Avenue. Although uncertainty surrounding the timing and outcome of the ongoing litigation with respect to the CFPB’s proposed late fee rule persisted throughout the year, the Company continued to successfully implement mitigation actions in collaboration with our brand partners. In addition, our future financial flexibility was bolstered through paying down parent company debt, growth indirect-to-consumer deposits, and greater operational efficiency.

Our People

On behalf of the entire Board of Directors, I would like to express my gratitude to our outstanding team of associates for their dedication and hard work throughout the year.

Our future growth and success is guided by the depth of talent and leadership that exists across our company. It is our associates who help drive our business growth and sustain our culture. Ralph Andretta, president and chief executive officer, and his leadership team have done an outstanding job driving responsible business growth and future value creation for our shareholders. Ralph and his management team provide decisive strategic leadership and consistent execution of the Company’s growth plans, capital deployment, portfolio optimization and continuing operational excellence initiatives. Bread Financial also has a deep bench of talent, and we are committed to investing in and developing the Company’s next generation of leaders and ensuring their success.

Board Oversight and Governance

The successful execution of our business strategy starts with effective governance and strong independent oversight by our Board of Directors. We hold management accountable to achieve near-term and long-term targets, navigate change and drive innovation while maintaining a strong risk and control environment. At the Board level, we regularly discuss investor, partner, associate, regulator and other stakeholder feedback. We also oversee executive and Board succession planning, board refreshment, capital allocation, sustainability and responsible business practices, as well as the Company’s long-term strategy and financial and operational performance.

In today’s rapidly changing business environment, it is critical that we keep pace with innovations in technology as they impact the way we do business. As a tech-forward financial services company, the Board engages in regular discussions about current and emerging issues affecting the business, such as the uses of artificial intelligence and the increasing sophistication of cybersecurity attacks, along with the evolution of our responsible business programs and practices. We receive regular updates from senior management and outside experts to help ensure that our Board is kept well informed of emerging issues that could impact the business.

The Board continually assesses its composition to ensure that it has the appropriate skill sets, experience and perspectives needed to provide effective oversight to guide the Company into the future. Board refreshment has been a multi-year priority, and in the last five years, six new directors have been elected to the Board. Most recently, and subsequent to the 2024 Annual Shareholders’ Meeting, Praniti Lakhwara was appointed as an independent board member further

enhancing our board’s ability to provide oversight on issues relating to new and emerging technologies.

Through our thoughtful board refreshment plan, we have assembled a group of directors that collectively and individually have extensive knowledge and insights into critically important areas, including expertise in financial services, risk management, technology/cybersecurity, regulatory matters, human capital management and corporate responsibility.

Our Board of Directors and management value the views of our shareholders and engage with them throughout the year on a broad range of topics, including our strategy, financial performance, executive compensation, corporate governance, human capital management and environmental and social priorities.

Capital Allocation

Actions undertaken in 2024 strengthened our balance sheet and provided the Company with enhanced financial flexibility to support the growth of our business. We are committed to overseeing investments for the long-term with discipline and applying Bread’s resources responsibly as we continue to unlock long-term value for our stakeholders.

Responsible Growth and Sustainability

Our Board of Directors is committed to building value through our continued focus on responsible growth. As we position our company for the future, we are building its foundation on principles of sustainability. It includes all the ways we build resilience into our business to drive profitable growth as we focus on responsible business practices that benefit all stakeholders. I am proud that Newsweek recognized Bread Financial with their “World’s Most Trustworthy Companies” and “America’s Most Responsible Companies” awards.

The Company’s sustainability initiatives are built around the priorities of our stakeholders and aligned with our business strategy. The Board will continue to oversee the Company’s progress towards its sustainability goals.

Bread Financial | 2025 Proxy Statement

Conclusion

I am proud of what our team accomplished in 2024 and have confidence that we will continue to build on the progress made to drive earnings power through a robust, long-term strategy and execution excellence.

Our leadership team and Board of Directors remain committed to increasing shareholder value and we are grateful for your continued support.

Sincerely,

Chair of the Board of Directors

Notice of Annual Meeting of Stockholders

Items of Business

01 | ELECTION OF DIRECTORS

02 | ADVISORY VOTE ON EXECUTIVE COMPENSATION

03 | RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2025

04 | SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANYADJOURNMENTS OR POSTPONEMENTS THEREOF

Admission

Important Notice Regarding Admission to the 2025 Virtual Annual Meeting of Stockholders:

The meeting will be held on Tuesday, May 13, 2025 at 9:00 a.m. Central Time. Stockholders or their legal proxy holders who wish to attend the Annual Meeting of Stockholders may register in advance at www.proxydocs.com/BFH and enter the control number on their proxy card, Notice of Internet Availability of Proxy Materials or instructions accompanying their proxy materials previously received. See additional instructions for admission and attendance under the heading “Attending the Virtual Annual Meeting” below in this proxy statement. This year’s meeting will be held exclusively online; we are not holding anin-person meeting. Stockholders will be able to attend, vote and submit questions (both before, and during a portion of, the meeting) virtually.

The Notice of Internet Availability of Proxy Materials or, if requested, a printed copy of the Proxy Materials, was first mailed on or about April 2, 2025 to all stockholders of record as of March 20, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on May 13, 2025: This proxy statement and annual report on Form 10-K for the year ended December 31, 2024 are available at www.proxydocs.com/BFH or on the Securities and Exchange Commission’s website at www.sec.gov.

Bread Financial | 2025 Proxy Statement