---
schema_version: "secwatch.filing_event.v1"
accession: "0001101215-26-000021"
form_type: "8-K"
ticker: "BFH"
cik: "0001101215"
company_name: "BREAD FINANCIAL HOLDINGS, INC."
filed_at: "2026-02-18T23:59:59+00:00"
generated_at: "2026-05-16T01:56:42.334275+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Bread Financial terminates capped calls; expects to retire ~1.5M shares

## Summary
- Termination agreements for capped call transactions linked to 4.25% convertible notes due 2028; no notes outstanding as of Dec 2025.
- Based on Feb 17 VWAP, would receive and retire ~1.5M common shares; final count depends on stock during unwind period.
- Settlement expected by end of February 2026; shares retired are independent of any existing buyback authorization.
- Option counterparties may adjust hedge positions during the unwind, potentially affecting market trading in BFH stock.

## SEC filing metadata
- accession: 0001101215-26-000021
- form_type: 8-K
- ticker: BFH
- cik: 0001101215
- company_name: BREAD FINANCIAL HOLDINGS, INC.
- filed_at: 2026-02-18T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 1.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1101215/000110121526000021/0001101215-26-000021-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1101215/000110121526000021/bfh-20260217.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001101215-26-000021
- JSON: https://secwatch.observer/filing/0001101215-26-000021.json
- Plain text: https://secwatch.observer/filing/0001101215-26-000021.txt

## Key facts
- Material Agreements
  BREAD FINANCIAL HOLDINGS, INC. terminated Capped Call Unwind Agreements with financial institutions party to the Capped Call Transactions valued at termination of Capped Call Transactions; delivery of approximately 1.5 million shares of Common Stoc (effective 2026-02-17).
  - Action: termination
  - Agreement: notes offering
  - Counterparty: financial institutions party to the Capped Call Transactions
  - Value: termination of Capped Call Transactions; delivery of approximately 1.5 million shares of Common Stoc
  - Effective: 2026-02-17
  source text: On February 17, 2026, Bread Financial Holdings, Inc. (the “Company”) entered into separate, privately negotiated termination agreements (the “Capped Call Unwind Agreements”) with each of the financial institutions (the “Option Counterparties”) party to the capped call transactions (the “Capped Call Transactions”) that were previously entered into by the Company in connection with the issuance of its 4.25% Convertible Senior Notes due 2028 (the “Notes”) in June 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1101215/000110121526000021/0001101215-26-000021-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.