BED BATH & BEYOND, INC. 8-K

What Happened

• On April 2, 2026, BED BATH & BEYOND, INC. (BBBY) completed its previously announced merger with The Brand House Collective (TBHC). TBHC became a wholly owned subsidiary of BBBY under the Agreement and Plan of Merger dated November 24, 2025.
• At closing, each outstanding TBHC common share was converted into the right to receive 0.1993 shares of BBBY common stock (the Exchange Ratio). No fractional BBBY shares were issued; holders entitled to fractional shares receive cash based on $4.66 per full BBBY share (the closing price on April 1, 2026).

Key Details

• Merger effective date: April 2, 2026. TBHC survives as a wholly owned subsidiary of BBBY.
• Exchange Ratio: 0.1993 BBBY share per TBHC share.
• Fractional-share cash: fractional interests paid in cash, calculated as fraction × $4.66 (rounded to nearest cent), no interest.
• Equity awards: outstanding TBHC options were converted into BBBY shares based on the net share amount × 0.1993 (plus any fractional cash); options with exercise price ≥ $0.94 (TBHC closing price on April 1, 2026) were cancelled with no payment. All TBHC RSUs (vested or unvested) fully vested and converted into BBBY shares using the Exchange Ratio (plus fractional cash).
• Capital contribution: Immediately following closing, BBBY contributed $30,000,000 to TBHC for general corporate purposes, including repayment of a portion of TBHC’s debt to Bank of America, N.A.

Why It Matters

• The filing confirms BBBY’s strategic acquisition of TBHC and the financing support ($30M) to operate and reduce TBHC indebtedness. For investors, the key specifics — the 0.1993 exchange ratio, cash treatment for fractional shares, cancellation rules for certain options, and the $30M capital infusion — determine how TBHC shareholders and former TBHC equity holders were treated and the immediate cash commitment by BBBY.
• The company indicated required post-closing financial statements will be provided as required by SEC rules. This is a material corporate development that may affect BBBY’s capital allocation and ownership structure as TBHC is integrated.