NEIGHBORHOOD INTELLIGENCE, INC. (BBBY) SEC Filings

Neighborhood Intelligence, Inc. (NXH) announced that its wholly owned subsidiary Beyond Home Services, LLC and F9 Investments, LLC have mutually agreed to terminate their July 23, 2026 Agreement and Plan of Merger after the seller determined it could not satisfy certain closing conditions. Under the agreement’s terms, mutual written consent renders the merger agreement null and void and relieves all parties of further obligations arising after the termination date.

The company stated it will not proceed with the F9 Brands acquisition or enter into any commercial or strategic collaboration with F9, and both companies will continue to operate independently. As of August 31, 2026, after completing acquisitions of The Container Store, Kirkland’s, Installed Right and SFV Construction Services, Neighborhood had approximately 97 million common shares outstanding; no shares will be issued and no acquisition capital will be deployed in connection with F9. Management emphasized continued focus on its Home Services platform, including Elfa, Closet Works and SFV Construction Services, and on pursuing transactions that meet its strategic, financial and operational standards.

Neighborhood Intelligence, Inc. (formerly Bed Bath & Beyond, Inc., now trading as NXH) has called a virtual special stockholders meeting for September 24, 2026. Stockholders will vote on a Stock Issuance Proposal related to shares issuable upon conversion of recently issued convertible notes and on an Adjournment Proposal.

The company completed its acquisition of The Container Store Holdings, LLC on July 8, 2026, issuing 13,714,287 shares of common stock and $112,553,000 of 5.00% Senior Convertible Notes due 2033, plus 142,857 Spruce Advisory Shares. The notes are initially convertible at 109.8901 shares per $1,000 (about $9.10 per share).

As of August 10, 2026, NXH had 95,497,683 shares outstanding. If all notes convert at the maximum rate, an additional 25,458,575 shares would be issued; noteholders would own about 32.2% of the company and other existing holders about 67.8%. If stockholder approval is not obtained, the note interest rate steps up from 5% to 10% and then 12%, and conversions must be settled in cash, which the company warns could materially strain liquidity and potentially trigger default risk.

Neighborhood Intelligence, Inc. (symbol NXH; issuer of record BBBY) registered the resale of up to 46,229,056 shares of common stock for existing holders. The company itself is not selling shares and will not receive proceeds; selling stockholders may sell from time to time on Nasdaq or in other permitted transactions.

The registered shares comprise 13,570,481 shares issued in the TCS Merger, up to 25,458,575 shares issuable upon conversion of $111,254,000 of 5.00% Convertible Senior Notes due 2033 (including make‑whole shares), and 7,200,000 shares issued in the SFV Merger. Shares outstanding were 95,330,379 as of July 31, 2026; this is a baseline figure, not the amount being offered.

The notes initially convert at 109.8901 shares per $1,000 (conversion price about $9.10) and may receive additional shares upon a “Make‑Whole Fundamental Change,” up to 228.8329 shares per $1,000. If required stockholder approval for full share settlement is delayed, the note interest rate can step up from 5.00% to 10.00% and then 12.00%, and the company could be forced to settle conversions in cash, creating potential liquidity and dilution pressures.

Neighborhood Intelligence, Inc. (Nasdaq: NXH, formerly Bed Bath & Beyond, Inc.) is establishing a new "at the market" program to issue and sell up to $200,000,000 of common stock from time to time through or to JonesTrading Institutional Services LLC under a Capital on Sales Agreement. As of the related registration date, about $16.0 million of capacity remained under a prior $200 million JonesTrading sales agreement, which the company expects to use before selling under the new program. Shares will be sold at prevailing market prices, with JonesTrading earning up to a 2.0% commission, and estimated additional offering expenses of about $1.0 million. Assuming all shares are sold at $4.28 per share, NXH states it would have 142,059,350 common shares outstanding. Net proceeds are intended for working capital and other general corporate purposes. The company notes investors face dilution and potential share-price pressure from ongoing issuances and highlights that it does not expect to pay cash dividends in the foreseeable future.

Neighborhood Intelligence, Inc. (“NXH,” formerly Bed Bath & Beyond) plans to acquire Fathom Holdings Inc. via a stock-for-stock merger, with Fathom becoming a wholly owned subsidiary of NXH. At closing, each share of Fathom common stock will convert into 0.2236 shares of NXH common stock, subject to a downward-only Exchange Ratio adjustment for (i) indebtedness outstanding under a Bridge Note and (ii) any increase in Fathom shares outstanding before closing; the ratio will not change for stock price movements. Based on Fathom shares outstanding on August 10, 2026, the estimated ratio is 0.2229, and if all in-the-money equity vested or exercised it would fall to 0.2081. Using an NXH price of $6.02 on June 16, 2026, this implied about $1.34 per Fathom share. After the merger, NXH stockholders are expected to own about 92.1% of NXH and former Fathom holders about 7.9%. The Fathom board unanimously recommends the deal, supported by a fairness opinion from Lucid Capital Markets, and has called a special meeting to approve the merger, an advisory vote on merger-related executive compensation, and a possible adjournment.

Neighborhood Intelligence, Inc., formerly Bed Bath & Beyond, Inc., has formally changed its corporate name effective August 14, 2026 through a Certificate of Amendment filed with the Delaware Secretary of State. Under Delaware law, this name change did not require a stockholder vote and does not affect stockholder rights.

The company also updated its amended and restated bylaws solely to reflect the new name. In addition, the company has voluntarily transferred the listing of its common stock and warrants from the New York Stock Exchange to Nasdaq, with trading on Nasdaq expected to begin August 17, 2026. The common stock will trade under ticker NXH and the warrants under BBBYW.

Neighborhood Intelligence, Inc. has initiated the removal of its common stock and warrants from listing and registration on the New York Stock Exchange under Section 12(b) of the Securities Exchange Act of 1934. The affected securities are its common stock with $0.0001 par value per share and warrants to purchase shares of common stock.

The company states it has reasonable grounds to believe it meets all requirements for submitting this notification. The action was authorized and signed by Chief Executive Officer Marcus Lemonis.