Bed Bath & Beyond Inc SEC Filings

Bed Bath & Beyond, Inc. is registering shares to acquire The Brand House Collective (TBHC) in an all‑stock merger. TBHC will merge into a Bed Bath & Beyond subsidiary and become a wholly owned subsidiary of Bed Bath & Beyond.

Each share of TBHC common stock will be converted into 0.1993 shares of Bed Bath & Beyond common stock, plus cash instead of fractional shares. Using Bed Bath & Beyond’s November 21, 2025 NYSE closing price of $5.56, this implied about $1.11 of value per TBHC share at signing, though the actual value will move with Bed Bath & Beyond’s share price.

TBHC’s board unanimously recommends shareholders vote for the merger, an advisory vote on merger‑related executive compensation, and a possible adjournment to solicit more proxies. If completed, former TBHC holders are expected to own about 4.2% of the combined company, which will continue to trade on the NYSE under “BBBY,” while TBHC will be delisted from Nasdaq. If the deal fails under specified circumstances, TBHC may owe Bed Bath & Beyond a $1.0 million termination fee and a $0.3 million expense reimbursement.

Bed Bath & Beyond, Inc. reported a leadership change at the top of the company. The Board appointed Marcus Lemonis, currently Executive Chairman and the company’s principal executive officer, as Chief Executive Officer, effective January 1, 2026. He will continue to serve as Executive Chairman and principal executive officer, consolidating the company’s senior leadership roles under one individual. The company plans to enter into an employment agreement with Mr. Lemonis, with key terms to be disclosed in a later filing.

The company also ended the employment of Alexander Thomas, its Chief Operating Officer and principal operating officer, as of the same effective date. Mr. Thomas is expected to act as an advisor for a transition period after January 1, 2026 to support an orderly handover of his responsibilities.

Bed Bath & Beyond, Inc. reported that on November 25, 2025 it purchased, via a participation agreement, a portion of loans issued by The Container Store, Inc. under a term loan credit agreement originally dated January 28, 2025 and amended on September 15, 2025. The aggregate purchase price for the company’s participation in these loans was $6,461,843.09.

Through this participation, Bed Bath & Beyond will share in the right to receive interest and principal payments on the loans, as well as in any exercise of rights or remedies related to those loans.

Bed Bath & Beyond, Inc. agreed to acquire The Brand House Collective, Inc. in an all-stock merger, with each TBHC share converting into 0.1993 shares of Bed Bath & Beyond common stock, plus cash in lieu of fractional shares. All outstanding TBHC restricted share units and options will convert into Bed Bath & Beyond stock based on the same exchange ratio, subject to tax withholding.

Closing depends on TBHC shareholder approval, effectiveness of a Form S-4 registration and NYSE listing of the new shares, actions regarding TBHC’s Bank of America credit facility, accuracy of representations and the absence of material adverse effects. TBHC must generally not solicit other bids but can respond to a superior proposal or intervening event under defined conditions.

If the merger is terminated in specified circumstances, TBHC must pay Bed Bath & Beyond a $1,025,300 termination fee and may reimburse up to $341,800 of expenses. Separately, Bed Bath & Beyond amended a term loan credit agreement to increase delayed draw term loan commitments to TBHC by $10,000,000, to an aggregate $30,000,000, and $10,000,000 was borrowed concurrently.

Bed Bath & Beyond, Inc. (BBBY) announced an all-stock merger agreement to acquire The Brand House Collective, Inc. (TBHC), with each TBHC share converting into the right to receive 0.1993 shares of BBBY common stock at closing, plus cash in lieu of fractional shares. TBHC restricted stock units and options will convert into BBBY equity based on the same exchange ratio at the merger’s effective time.

Closing depends on TBHC shareholder approval (including a disinterested shareholder vote), effectiveness of a Form S-4 registration statement, NYSE listing of the new BBBY shares, actions regarding TBHC’s Bank of America credit facility and typical regulatory and no–material-adverse-effect conditions. TBHC must pay a $1,025,300 termination fee in certain failed-deal scenarios and may reimburse $341,800 of BBBY expenses if shareholders do not approve the deal. The merger agreement may be terminated if not completed by May 24, 2026.

Separately, BBBY amended its term loan credit agreement to increase delayed draw term loan commitments to TBHC by $10,000,000, for an aggregate of $30,000,000, and the lead borrower concurrently borrowed $10,000,000 of delayed draw term loans.

Bed Bath & Beyond, Inc. has signed a definitive agreement to acquire The Brand House Collective, Inc. in an all-stock merger valuing The Brand House Collective at approximately $26.8 million, based on November 21, 2025 closing prices, with shareholders receiving 0.1993 Bed Bath & Beyond shares for each of their shares. The companies expect to realize at least $20 million of cost eliminations by removing duplicate functions, overlapping systems, and other inefficiencies, and plan to reinvest savings into higher-conversion store formats, digital upgrades, and data-driven customer initiatives.

More than 40 underperforming or non-strategic stores are slated for closure in early 2026 as part of the efficiency strategy. Upon closing, Amy Sullivan is expected to lead a new Beyond Retail Group division overseeing omni-channel operations across brands such as Bed Bath & Beyond, buybuy BABY, Overstock and Kirkland’s Home. Bed Bath & Beyond has advanced $10 million under an existing delayed draw term loan facility to support conversions and operations, currently holds about 40% of The Brand House Collective’s shares, and the merger is expected to close in Q1 2026 subject to disinterested shareholder approval and lender consent.

Bed Bath & Beyond (BBBY)116,686 restricted stock units (RSUs) of Bed Bath & Beyond common stock at a price of $0 per unit.

Each RSU represents a contingent right to receive one share of common stock. The award vests in three equal installments at the close of business on November 3, 2026, November 3, 2027 and November 3, 2028, with vested shares to be delivered to the executive promptly after each vesting date. Following this grant, the executive holds 116,686 derivative securities directly.

Bed Bath & Beyond, Inc. (BBBY) reported that one of its executives, serving as Executive Vice President, Chief Digital, Product, and Technology Officer, filed an initial ownership report on Form 3 as of 11/14/2025. The filing states that this officer currently does not beneficially own any Bed Bath & Beyond securities, and both the non-derivative and derivative ownership tables show no reported holdings.

Bed Bath & Beyond (BBBY) Chief Accounting Officer, who files individually, reported equity award activity and a warrant distribution. On 11/15/2025, the officer acquired 1,186 shares of common stock at an exercise price of $0.0001 through the vesting and settlement of restricted stock units, and disposed of 289 shares at $6.03, typically reflecting shares withheld or sold to cover taxes. Following these transactions, the officer directly holds 3,077 shares of common stock.

In the derivative table, the officer shows 26,906 restricted stock units beneficially owned after the reported RSU conversion, each representing one share of common stock, vesting in two equal installments on November 15, 2025 and November 15, 2026. The officer also acquired 218 common stock warrants with a $15.50 exercise price from an October 7, 2025 pro-rata distribution to all common shareholders, which become exercisable once an S-3 registration statement for the warrant shares is declared effective and remain exercisable through October 7, 2026.