BREAD FINANCIAL HOLDINGS, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934

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Bread Financial Holdings, Inc.

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Dear Fellow

Bread Financial Stockholders

Bread Financial delivered another year of strong operating and financial results building on the foundation we established in prior years. In 2025, our results reflected a commitment to responsible growth, financial flexibility, and continued progress on operational excellence. The Company strengthened its competitive position through ongoing improvements in customer experience and furthered its product and partner diversification, deepening relationships with existing partners while expanding into new industry verticals. Additionally, the Company returned significant capital to stockholders through share repurchases and dividends, while also strengthening our balance sheet through debt reduction and refinancing, as well as the issuance of subordinated debt and preferred stock. Bread Financial’s focus on innovation and tech modernization helped enable us to deliver solid results in 2025 and positions the Company for continued growth in the years ahead.

Board Oversight and Governance

Sound corporate governance is fundamental to delivering long-term value for our stockholders, and the Board of Directors remains deeply engaged in overseeing the Company’s strategic direction, capital allocation priorities, and enterprise governance and risk. This includes controls and a framework around responsible AI use, stringent privacy and security policies, rigorous risk assessments, and transparent oversight. Leveraging a broad range of backgrounds, perspectives, and industry expertise, the Board works closely with our CEO, Ralph Andretta, and the management team to support thoughtful decision-making and long-term investments that strengthen the business. Throughout the year, the Board maintains active oversight of various governance and risk areas, including executive compensation, Board and executive succession planning, cybersecurity, and broader corporate governance practices.

The Board values our stockholders’ perspectives on our business, corporate governance, compensation, sustainability practices, human capital management, and various other matters, which have been important contributors to Board-level discussions.

Executive Succession Planning

The Board undertakes an active and ongoing role in succession planning as part of its oversight of leadership and long-term strategy. The Board regularly reviews both long-term and emergency succession plans for the Chief Executive Officer and other key senior leadership roles, including management’s assessment of internal talent and readiness for advancement. Directors engage with current and emerging leaders through formal presentations and informal interactions throughout the year to evaluate leadership capabilities, strengthen the Company’s talent bench, and help ensure continuity of leadership to support sustained business performance and achievement of strategic objectives. The Board has the utmost confidence that we have, and will continue to have, the right leadership to continue driving responsible, profitable growth.

Board Composition and Refreshment

As a Board of Directors, we routinely assess the composition of the Board and aim to strike an appropriate balance between the deep knowledge and understanding of the business that comes from longer-term service and the fresh ideas and perspectives that come from adding new members. We also consider the relevant skills and experience on the Board as the business evolves and expands, with the objective of maintaining an experienced, qualified, and engaged Board with the right skill sets to effectively oversee management and our strategy in a rapidly changing business and regulatory environment. We have added seven new directors in the last seven years, providing the right mix of financial, technology and retail expertise, among other key areas. As a result, we believe we have a Board with an appropriate mix of skills, backgrounds and experiences that leverages its diversity to effectively oversee our strategy as the Company positions itself to remain agile in a dynamic financial services environment.

Along with planning for key executive succession, we also believe that Board succession planning is important as the industry and our business strategy continue to evolve. On at least an annual basis, the Board assesses its leadership structure, including the appointment of the Chair of the Board. After six years as Chairman and 25 years on the board, I will be retiring from the Board and will not stand for re-election at the upcoming Annual Meeting of Stockholders. I am honored to have led a Board with this level of talent and dedication and leave the Company in very capable hands. The Board is excited to begin the next chapter of Bread Financial’s growth.

Responsible Growth and Sustainability

Throughout fiscal 2025, our commitment to responsible, profitable growth remained a top priority. Bread Financial has a long history of placing people at the center of how the Company operates. This unwavering commitment to our people, along with the Company's dedication to environmental stewardship, community engagement and robust governance centered around responsible business practices, serve as the underpinnings of the Company's long-term sustainability and success. These priorities are embedded in how management runs the business, align closely with our corporate culture and strategy, and support value creation for our business and stockholders. I am also very proud that the Company's efforts continue to be recognized by third-parties, having received eight awards for our responsible business practices in 2025, including two from Newsweek recognizing Bread Financial as one of the “Most Trustworthy Companies in America” and one of America’s “Most Responsible Companies.” The Board supports Bread Financial’s culture, focused on delivering results and living the Company’s values every day.

Conclusion

As I reflect on my 25 years as a board member and look to the future, I am confident that Bread Financial is well-positioned for continued success. Our leadership team and Board of Directors remain committed to increasing stockholder value through sustainable growth and excellence in execution. On behalf of the Board of Directors, we appreciate your continued support and trust in us.

Sincerely,

Chair of the Board of Directors

Bread Financial | 2026 Proxy Statement

Notice of Annual

Meeting of

Stockholders

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on May 19, 2026: This proxy statement and annual report on Form 10-K for the year ended December 31, 2025 are available at www.proxydocs.com/BFH or on the Securities and Exchange Commission’s website at www.sec.gov.

Admission

Important Notice Regarding Admission to the 2026 Virtual Annual Meeting of Stockholders:

The meeting will be held on Tuesday, May 19, 2026 at 10:00 a.m. Eastern 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 an in-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 7, 2026 to all stockholders of record as of March 25, 2026.

Bread Financial | 2026 Proxy Statement