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Item 5. Market for Registrant’s Common Equity

2023-02-28 compared with 2022-02-25 · 35 added, 23 removed, 22 unchanged (73% of the section changed)

1 unchanged sentence

Market Information

Our common stock is listed on the New York Stock Exchange, or NYSE, and trades under the symbol “ADS.”

Our common stock is listed on the NYSE, and trades under the symbol “BFH”.

As of February 22, 2023, the closing price of our common stock was $40.23 per share, there were 50,115,421 shares of our common stock outstanding, and there were 99 holders of record of our common stock.

Payment of future dividends is subject to declaration by our Board of Directors.

Factors considered in determining dividends include, but are not limited to, our profitability, expected capital needs, and contractual restrictions.

Factors considered in determining dividends include, but are not limited to, our profitability, expected capital needs and legal, regulatory and contractual restrictions.

See also “Risk Factors — There is no guarantee that we will pay future dividends or repurchase shares at a level anticipated by stockholders, which could reduce returns to our stockholders.

3 unchanged sentences

The following table presents information with respect to purchases of our common stock made during the three months ended December 31, 2022:

Total Number of

Approximate Dollar

Period Total Number of

Shares Purchased (1)

Average Price Paid

per Share Total Number of

Shares Purchased as

Value of Shares that

Part of Publicly

Total Number of

Average Price Paid

Announced Plans or

Programs Approximate Dollar

Value of Shares that

Purchased Under the

Shares Purchased (1)

Plans or Programs

(Dollars in millions)

October 1-31 4,076 $ 30.61 — $ —

November 1-30 3,651 36.75 — —

December 1-31 3,816 38.22 — —

(1) During the period represented by the table, 13,740 shares of our common stock were purchased by the administrator of our 401(k) and Retirement Saving Plan for the benefit of the employees who participated in that portion of the plan.

Performance Graph

The following graph compares the yearly percentage change in cumulative total stockholder return on our common stock since December 31, 2016, with the cumulative total return over the same period of (1) the S&P 500 Index and (2) a peer group of fifteen companies selected by us for fiscal year 2021 (which was the same peer group utilized as our 2020 peer group in our prior Annual Report on Form 10-K).

The fifteen companies utilized in our peer group are PayPal Holdings, Inc., MasterCard Incorporated, Synchrony Financial, Discover Financial Services, Fifth Third Bancorp, Key Corp, Citizens Financial Group, Inc., Ally Financial Inc., M&T Bank Corporation, Regions Financial Corporation, Huntington Bancshares Incorporated, Santander Consumer USA Holdings Inc., Comerica Incorporated, SVB Financial Group and Capital One Financial Corporation.

Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2016 in our common stock and in each of the indices and assumes reinvestment of dividends, if any.

Also pursuant to SEC rules, the returns of each of the companies in the peer group are weighted according to the respective company’s stock market capitalization at the beginning of each period for which a return is indicated.

Historical stock prices are not indicative of future stock price performance.

For the purpose of this graph, historical stock prices have been adjusted to reflect the impact of the spinoff of Loyalty Ventures Inc.

on November 5, 2021.

Alliance Data

Total 11,543 $ 35.07 — $ —

______________________________

(1) During the periods presented, 11,543 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 Plan.

Stock Performance Graph

The following Stock Performance Graph shows the cumulative total stockholder return on our common stock compared to an overall stock market index, the S&P Composite 500 Stock Index (S&P 500 Index), and a published industry index, the S&P Financial Composite Index (S&P Financial Index), over the five-year period commencing December 31, 2017 and ended December 31, 2022.

As described under the heading “Business Strategy & Transformation” in “Part I—Item 1.

Business” above, through a series of strategic initiatives and transactions, we have simplified our business model as a tech-forward financial services company.

In connection with this transformation, we have elected to use the S&P Financial Index as our selected index under Item 201(e)(1)(ii) of Regulation S-K for purposes of this Stock Performance Graph.

In our Annual Report on Form 10-K for the year ended December 31, 2021, we included a peer group index as our selected index under Item 201(e)(1)(ii).

Accordingly, as required under Item 201(e)(4) of Regulation S-K, we have also included the total stockholder return of a peer group in the Stock Performance Graph below, which consists of the following companies:

PayPal Holdings, Inc., MasterCard Incorporated, Synchrony Financial, Discover Financial Services, Fifth Third Bancorp, Key Corp, Citizens Financial Group, Inc., Ally Financial Inc., M&T Bank Corporation, Regions Financial Corporation, Huntington Bancshares Incorporated, Comerica Incorporated, SVB Financial Group and Capital One

Tabl e of Contents

Financial Corporation.

This peer group is the same as the peer group used in our Annual Report on Form 10-K for the year ended December 31, 2021, except for the removal of Santander Consumer USA Holdings Inc., which was the subject of a take-private transaction in January 2022.

The Stock Performance Graph assumes that $100 was invested in our common stock and each index, and that all dividends were reinvested.

For the purpose of this Stock Performance Graph, historical stock prices have been adjusted to reflect the impact of the spinoff of LVI on November 5, 2021.

The stock price performance on the graph below is not necessarily indicative of future performance.

Effective March 23, 2022, we changed our corporate name to Bread Financial Holdings, Inc.

from Alliance Data Systems Corporation, and on April 4, 2022, we changed our ticker to “BFH” from “ADS” on the NYSE.

Bread Financial Holdings, Inc.

S&P 500 Index S&P Financial Index 2022 Peer Group Index

December 31, 2017 $ 100.00 $ 100.00 $ 100.00 $ 100.00

4 unchanged sentences

December 31, 2022 20.37 156.89 136.48 145.48

Our future filings with the SEC may “incorporate information by reference,” including this Form 10-K.

Unless we specifically state otherwise, this Performance Graph shall not be deemed to be incorporated by reference and shall not constitute soliciting material or otherwise be considered filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Selected Financial Data .

Part II, Item 6 is no longer required as the Company has adopted certain provisions within the amendments to Regulation S-K that eliminates Item 301 .

Our future filings with the SEC may “incorporate information by reference,” including this Annual Report on Form 10-K.

Unless we specifically state otherwise, this Stock Performance Graph shall not be deemed to be incorporated by reference and shall not constitute soliciting material or otherwise be considered filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Tabl e of Contents

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity