Bed Bath & Beyond (NASDAQ: BBBY) closes Container Store deal, issues stock and convertible notes

Rhea-AI Filing Summary

Bed Bath & Beyond, Inc. completed the acquisition of The Container Store Group, Inc. on July 8, 2026, making it a wholly owned subsidiary, and is pursuing the previously disclosed F9 Mergers that would add LumLiq2, Cabinets To Go and Southwind Building Products as indirect subsidiaries. This report furnishes historical and pro forma financial statements so they can be incorporated by reference into future Securities Act registration statements.

As consideration in the Container Store merger, Bed Bath & Beyond issued 13,714,287 shares of common stock and $112,553 aggregate principal amount of 5.00% Convertible Senior Notes due 2033, then repurchased 286,663 shares and cancelled $1,299 principal amount of notes in connection with loan repayments. The notes are senior unsecured, pay 5.00% interest semiannually and are initially convertible at 109.8901 shares of common stock per $1 principal amount, equivalent to an initial conversion price of approximately $9.10 per share, with step-up interest rates to 10.00% and 12.00% if required NYSE stockholder approval for share issuance is not obtained within three and six months after closing.

The Container Store Group’s unaudited results for the thirteen weeks ended June 27, 2026 show net sales of $177,515 (in thousands) and a net loss of $23,480 (in thousands), with total assets of $572,406 and a shareholders’ deficit of $157,895 (each in thousands) amid substantial third-party and related-party debt, though management reports compliance with financing covenants. LumLiq2, LLC, an F9 Brands subsidiary, reported 2025 net sales of $251,311,863 and a net loss of $16,253,075, and for the six months ended June 30, 2026 net sales of $86,860,386 and a net loss of $27,562,580; its going-concern basis relies on a support commitment from its parent. LumLiq2’s subsequent-events note describes Bed Bath & Beyond’s April 8, 2026 letter of intent to acquire F9 Brands’ businesses for $150,000,000.

Filing Explained

The filing’s pro forma financial information is provided for registration-statement use, but the company states it is informational only and does not represent actual historical results or project future results after the acquisitions.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Common shares issued in Container Store merger: 13,714,287 shares Convertible Senior Notes issued: $112,553 Convertible notes initial conversion rate: 109.8901 shares per $1 principal amount +5 more

8 metrics

Common shares issued in Container Store merger 13,714,287 shares Aggregate number of Bed Bath & Beyond common shares issued as merger consideration under the TCS Merger Agreement

Convertible Senior Notes issued $112,553 Aggregate principal amount of 5.00% Convertible Senior Notes due 2033 issued as part of Container Store merger consideration

Convertible notes initial conversion rate 109.8901 shares per $1 principal amount Initial conversion rate for Bed Bath & Beyond’s 5.00% Convertible Senior Notes, equivalent to an initial conversion price of approximately $9.10 per share

The Container Store net sales $177,515 Net sales for the thirteen weeks ended June 27, 2026 (in thousands) for The Container Store Group, Inc.

The Container Store net loss $23,480 Net loss for the thirteen weeks ended June 27, 2026 (in thousands) for The Container Store Group, Inc.

The Container Store shareholders’ deficit $157,895 Total shareholders’ deficit as of June 27, 2026 (in thousands) for The Container Store Group, Inc.

LumLiq2 2025 net sales $251,311,863 Net sales for the year ended December 31, 2025 for LumLiq2, LLC

F9 Brands LOI purchase price $150,000,000 Amount cited in LumLiq2 subsequent-events note for Bed Bath & Beyond’s letter of intent to acquire F9 Brands’ businesses

Key Terms

Exit Term Loan Credit Agreement, Exit ABL Credit Facility, fresh start accounting, Convertible Senior Notes, +1 more

5 terms

Exit Term Loan Credit Agreement financial

"entered into an exit term loan credit agreement with the lenders under the DIP Term Loan Facility"

Exit ABL Credit Facility financial

"entered into an exit asset-based revolving credit agreement providing for a $140,000 aggregate revolving credit commitment"

fresh start accounting financial

"adopted fresh start accounting, which resulted in a new basis of accounting and the Company becoming a new entity"

Fresh start accounting is an accounting reset that occurs after a company emerges from a major restructuring or bankruptcy, where assets and liabilities are revalued to current fair values and a new equity base is recorded. Like wiping a chalkboard and writing a new starting score, it gives investors a clearer baseline for future performance but can make past results hard to compare and often changes reported profits, asset values and shareholder stakes.

Convertible Senior Notes financial

"with respect to $112,553 aggregate principal amount of BBBY’s 5.00% Convertible Senior Notes due 2033"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

going concern financial

"prepared assuming that the Company will continue as a going concern and contemplate the realization of assets"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

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FAQ

What does Bed Bath & Beyond (BBBY) describe as the purpose of this 8-K?

The report provides audited, unaudited and pro forma financial statements for The Container Store Group and F9 Brands subsidiaries so they can be incorporated by reference into future registration statements and related prospectuses under the Securities Act of 1933.

What were the main consideration terms for BBBY’s acquisition of The Container Store Group (BBBY)?

Bed Bath & Beyond issued 13,714,287 common shares and $112,553 principal of 5.00% Convertible Senior Notes due 2033, then repurchased 286,663 shares and cancelled $1,299 principal amount of notes in connection with repayment of certain Container Store loans.

What are the key features of Bed Bath & Beyond’s new 5.00% Convertible Senior Notes (BBBY)?

The notes are senior unsecured, bear 5.00% interest payable semiannually and mature on July 8, 2033. They are initially convertible at 109.8901 shares per $1 principal, with interest increasing to 10.00% then 12.00% if required NYSE stockholder approval is delayed.

How is The Container Store Group performing financially after the merger with BBBY?

For the thirteen weeks ended June 27, 2026, The Container Store Group reported net sales of $177,515 (in thousands) and a net loss of $23,480 (in thousands). At that date it had total assets of $572,406 and a shareholders’ deficit of $157,895 (each in thousands).

What does the filing say about the proposed F9 Mergers and F9 Brands transaction with BBBY?

An Agreement and Plan of Merger would combine F9 Brands’ operating subsidiaries, including LumLiq2, Cabinets To Go and Southwind, into Bed Bath & Beyond’s group. A LumLiq2 subsequent-events note cites a Bed Bath & Beyond letter of intent to acquire F9 Brands’ businesses for $150,000,000.

What are LumLiq2, LLC’s recent sales and profitability figures included in BBBY’s 8-K exhibits?

LumLiq2’s 2025 financials show net sales of $251,311,863 and a net loss of $16,253,075. For the six months ended June 30, 2026 it recorded net sales of $86,860,386 and a net loss of $27,562,580, with member’s equity moving to a deficit.

How do the exhibits address going-concern and liquidity for The Container Store Group and LumLiq2?

The Container Store financials are prepared on a going-concern basis, with management citing existing cash, projected cash flows and borrowing capacity as adequate for 12 months, subject to risks. LumLiq2’s statements highlight reliance on a parent support commitment to fund operations.

false000113071300011307132026-08-042026-08-040001130713us-gaap:CommonStockMember2026-08-042026-08-040001130713bbby:WarrantsToPurchaseSharesOfCommonStockMember2026-08-042026-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

August 4, 2026

Date of Report (Date of earliest event reported)

Bed Bath & Beyond, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-41850	87-0634302
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

433 W. Ascension Way, 3rd Floor

Murray

Utah 84123

(Address of principal executive offices)(Zip Code)

(801) 947-3100

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value per share		BBBY		New York Stock Exchange
Warrants to Purchase Shares of Common Stock		BBBY WS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As previously disclosed, on July 8, 2026, Bed Bath & Beyond, Inc. (the “Company”) completed its acquisition of The Container Store Holdings, LLC (“TCS Holdings”), pursuant to that certain Agreement and Plan of Merger, dated as of April 2, 2026, by and among the Company, TCS Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“TCS Merger Sub”), and TCS Holdings, pursuant to which TCS Merger Sub merged with and into TCS Holdings, with TCS Holdings surviving as a wholly owned subsidiary of the Company (the “TCS Merger”). See the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2026, as amended by the Company’s Current Report on Form 8-K/A filed with the SEC on July 27, 2026, for additional information regarding the TCS Merger.

As also previously disclosed, on July 23, 2026, the Company entered into an Agreement and Plan of Merger (the “F9 Merger Agreement”) with Beyond Home Services, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“BHS”), F9 Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of BHS (“F9 Merger Sub 1”), F9 Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of BHS (“F9 Merger Sub 2”), F9 Investments, LLC, a Florida limited liability company (“F9 Seller”), F9 Brands, Inc., a Delaware corporation (the “F9 Target”), and, solely for the purposes of Sections 3.6, 3.7, 3.8 and 5.1 of the F9 Merger Agreement, Tom Sullivan, the indirect owner of F9 Seller, pursuant to which, subject to the terms and conditions set forth therein, F9 Merger Sub 1 will merge with and into the F9 Target (the “First F9 Merger”), immediately followed by the merger of the F9 Target with and into F9 Merger Sub 2 (the “Second F9 Merger” and, together with the First F9 Merger, the “F9 Mergers”), with F9 Merger Sub 2 surviving as a wholly owned subsidiary of BHS. Following the F9 Mergers, F9 Target’s operating subsidiaries, LumLiq2, LLC, Cabinets To Go, LLC and Southwind Building Products, LLC, will be indirect wholly owned subsidiaries of the Company. Closing of the F9 Mergers is subject to the satisfaction or waiver of customary conditions, and no assurance can be given that the F9 Mergers will be completed in a timely manner or at all.  See the Company’s Current Report on Form 8-K filed with the SEC on July 27, 2026 for additional information regarding the proposed F9 Mergers.

The Company is filing this Current Report on Form 8-K for the purpose of incorporating by reference the following financial statements and financial information into certain registration statements (and the related prospectuses included therein) to be filed with the SEC by the Company under the Securities Act of 1933, as amended, following the filing of this Current Report on Form 8-K:

• the unaudited consolidated financial statements of The Container Store Group, Inc., a direct wholly owned subsidiary of TCS Holdings, and its subsidiaries for the 13 weeks ended June 27, 2026 and June 28, 2025, and the related notes thereto, are filed herewith as Exhibit 99.1 and incorporated herein by reference;

• the audited financial statements of LumLiq2, LLC as of and for the year ended December 31, 2025, and the related notes thereto, are filed herewith as Exhibit 99.2 and incorporated herein by reference;

• the unaudited financial statements of LumLiq2, LLC as of and for the six months ended June 30, 2026, and the related notes thereto, are filed herewith as Exhibit 99.3 and incorporated herein by reference;

• the audited financial statements of Cabinets To Go, LLC as of and for the year ended December 31, 2025, and the related notes thereto, are filed herewith as Exhibit 99.4 and incorporated herein by reference;

• the unaudited financial statements of Cabinets To Go, LLC as of and for the six months ended June 30, 2026, and the related notes thereto, are filed herewith as Exhibit 99.5 and incorporated herein by reference;

• the audited financial statements of Southwind Building Products, LLC as of and for the year ended December 31, 2025, and the related notes thereto, are filed herewith as Exhibit 99.6 and incorporated herein by reference;

• the unaudited financial statements of Southwind Building Products, LLC as of and for the six months ended June 30, 2026, and the related notes thereto, are filed herewith as Exhibit 99.7 and incorporated herein by reference; and

• the unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2026, the unaudited pro forma condensed combined statements of operations of the Company for the six months ended June 30, 2026, and for the year ended December 31, 2025, and the related notes thereto, in each case giving effect to the TCS Merger and the previously reported acquisition of The Brand House Collective, Inc. (“TBHC”) by the Company on April 2, 2026 (the “TBHC Merger”), are filed herewith as Exhibit 99.8 and incorporated herein by reference.

The pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only and is not intended to, and does not purport to, present or be indicative of what the Company’s actual results of operations or financial position would have been if the TCS Merger or the TBHC Merger had occurred on the relevant date, and is not intended to project the future results of operations or financial position that the Company may achieve following such acquisitions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Description
23.1	Consent of BDO USA, P.C., independent auditor of LumLiq2, LLC.
23.2	Consent of BDO USA, P.C., independent auditor of Cabinets To Go, LLC.
23.3	Consent of Estes & Walcott, independent auditor of Southwind Building Products, LLC.
99.1	Unaudited consolidated financial statements of The Container Store Group, Inc. and its subsidiaries for the 13 weeks ended June 27, 2026 and June 28, 2025, and the related notes thereto.
99.2	Audited financial statements of LumLiq2, LLC as of and for the year ended December 31, 2025, and the related notes thereto.
99.3	Unaudited financial statements of LumLiq2, LLC as of and for the six months ended June 30, 2026, and the related notes thereto.
99.4	Audited financial statements of Cabinets To Go, LLC as of and for the year ended December 31, 2025, and the related notes thereto.
99.5	Unaudited financial statements of Cabinets To Go, LLC as of and for the six months ended June 30, 2026, and the related notes thereto.
99.6	Audited financial statements of Southwind Building Products, LLC as of and for the year ended December 31, 2025, and the related notes thereto.
99.7	Unaudited financial statements of Southwind Building Products, LLC as of and for the six months ended June 30, 2026, and the related notes thereto.
99.8	Unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2026, the unaudited pro forma condensed combined statements of operations of the Company for the six months ended June 30, 2026, and for the year ended December 31, 2025, and the related notes thereto, in each case giving effect to the TCS Merger and the TBHC Merger.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bed Bath & Beyond, Inc.
	By:	/s/ Marcus Lemonis
		Marcus Lemonis
		Chief Executive Officer
	Date:	August 4, 2026

Exhibit 99.1

Consolidated Financial Statements

The Container Store Group, Inc.

As of June 27, 2026 and March 28, 2026

For the Thirteen Weeks Ended June 27, 2026 and June 28, 2025

TABLE OF CONTENTS

Consolidated Financial Statements
Consolidated Balance Sheets	3
Consolidated Statements of Operations	5
Consolidated Statements of Comprehensive Loss	6
Consolidated Statements of Shareholders' Equity (Deficit)	7
Consolidated Statements of Cash Flows	8
Notes to Consolidated Financial Statements	10

2

The Container Store Group, Inc.

Consolidated Balance Sheets

(In thousands)		June 27, 2026				March 28, 2026
Assets		(unaudited)
Current assets:
Cash		$	29,255			$	29,118
Accounts receivable, net			18,594				21,514
Inventory			144,610				133,060
Prepaid expenses			12,521				13,294
Income taxes receivable			752				1,378
Other current assets			2,639				2,901
Total current assets			208,371				201,265
Noncurrent assets:
Property and equipment, net			81,025				83,660
Noncurrent operating lease right-of-use assets			255,325				269,112
Goodwill			2,451				2,495
Trade names			19,611				19,825
Deferred financing costs, net			762				880
Noncurrent deferred tax assets, net			—				18
Other assets			4,861				5,136
Total noncurrent assets			364,035				381,126
Total assets		$	572,406			$	582,391

See accompanying notes.

3

The Container Store Group, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)		June 27, 2026				March 28, 2026
Liabilities and shareholders’ equity (deficit)		(unaudited)
Current liabilities:
Accounts payable		$	44,466			$	46,483
Accrued liabilities			71,018				72,777
Current portion of long-term debt			282				284
Current operating lease liabilities			59,431				59,561
Income taxes payable			187				261
Total current liabilities			175,384				179,366
Noncurrent liabilities:
Long-term debt			82,551				80,871
Long-term debt, related party			221,748				187,735
Noncurrent operating lease liabilities			234,551				250,672
Noncurrent deferred tax liabilities, net			7,848				8,497
Other long-term liabilities			8,219				8,299
Total noncurrent liabilities			554,917				536,074
Total liabilities			730,301				715,440
Commitments and contingencies (Note 8)
Shareholders’ equity (deficit):
Common stock, $0.01 par value, 5,000 shares authorized; 1,000 shares issued at June 27, 2026 and March 28, 2026			—				—
Additional paid-in capital			11,311				11,311
Accumulated other comprehensive income			10,663				12,029
Retained deficit			(179,869	)			(156,389	)
Total shareholders’ deficit			(157,895	)			(133,049	)
Total liabilities and shareholders’ equity (deficit)		$	572,406			$	582,391

See accompanying notes.

4

The Container Store Group, Inc.

Consolidated Statements of Operations

		Thirteen Weeks Ended
(In thousands) (unaudited)		June 27, 2026				June 28, 2025
Net sales		$	177,515			$	165,165
Cost of sales (excluding depreciation and amortization)			81,131				74,915
Gross profit			96,384				90,250
Selling, general, and administrative expenses (excluding depreciation and amortization)			103,581				96,776
Pre-opening costs			98				122
Depreciation and amortization			5,819				9,761
Long-lived asset impairment charges			744				—
Gain on lease termination, net			(2,119	)			—
Other expenses			4,083				5,493
Loss on disposal of assets			—				191
Loss from operations			(15,822	)			(22,093	)
Interest expense			7,672				4,800
Loss before taxes			(23,494	)			(26,893	)
Benefit for income taxes			(14	)			(7,530	)
Net loss		$	(23,480	)		$	(19,363	)

See accompanying notes.

5

The Container Store Group, Inc.

Consolidated Statements of Comprehensive Loss

		Thirteen Weeks Ended
(In thousands) (unaudited)		June 27, 2026				June 28, 2025
Net loss		$	(23,480	)		$	(19,363	)
Pension liability adjustment, net of tax			2				(11	)
Foreign currency translation adjustment, net of tax			(1,368	)			5,929
Comprehensive loss		$	(24,846	)		$	(13,445	)

See accompanying notes.

6

The Container Store Group, Inc.

Consolidated Statements of Shareholders’ Equity (Deficit)

		Common stock								Additional paid-in capital				Accumulated other comprehensive income (loss)				Retained deficit				Total shareholders’ equity (deficit)
(In thousands, except share amounts) (unaudited)		Shares				Amount
Balance at March 28, 2026			1,000			$	—			$	11,311			$	12,029			$	(156,389	)		$	(133,049	)
Net loss			—				—				—				—				(23,480	)			(23,480	)
Foreign currency translation adjustment			—				—				—				(1,368	)			—				(1,368	)
Pension liability adjustment			—				—				—				2				—				2
Balance at June 27, 2026			1,000			$	—			$	11,311			$	10,663			$	(179,869	)		$	(157,895	)

		Common stock								Additional paid-in capital				Accumulated other comprehensive income (loss)				Retained deficit				Total shareholders’ equity (deficit)
(In thousands, except share amounts) (unaudited)		Shares				Amount
Balance at March 29, 2025			1,000			$	—			$	11,311			$	7,165			$	(16,513	)		$	1,963
Net loss			—				—				—				—				(19,363	)			(19,363	)
Foreign currency translation adjustment			—				—				—				5,929				—				5,929
Pension liability adjustment			—				—				—				(11	)			—				(11	)
Balance at June 28, 2025			1,000			$	—			$	11,311			$	13,083			$	(35,876	)		$	(11,482	)

See accompanying notes.

7

The Container Store Group, Inc.

Consolidated Statements of Cash Flows

		Thirteen Weeks Ended
(In thousands) (unaudited)		June 27, 2026				June 28, 2025
Operating activities
Net loss		$	(23,480	)		$	(19,363	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization			5,819				9,761
Loss (gain) on disposal of assets			(7	)			191
Deferred tax benefit			(501	)			(7,656	)
Non-cash interest			6,503				1,559
Long-lived asset impairment charge			744				—
Gain on lease termination			(2,119	)			—
Other			83				50
Changes in operating assets and liabilities:
Accounts receivable			2,503				3,801
Inventory			(11,701	)			7,919
Prepaid expenses and other assets			1,215				572
Accounts payable and accrued liabilities			(5,490	)			(9,000	)
Net change in lease assets and liabilities			(682	)			972
Income taxes			560				1,642
Other noncurrent liabilities			29				1,252
Net cash used in operating activities			(26,524	)			(8,300	)
Investing activities
Additions to property and equipment			(4,033	)			(3,577	)
Proceeds from non-qualified plan trust redemptions			—				1,310
Proceeds from sale of property and equipment			16				—
Net cash used in investing activities			(4,017	)			(2,267	)
Financing activities
Repayments on long-term debt			(75	)			(62	)
Borrowings on Exit ABL Credit Facility			16,000				—
Repayments on Exit ABL Credit Facility			(15,000	)			(3,894	)

(Continued on next page)

See accompanying notes.

8

The Container Store Group, Inc.

Consolidated Statements of Cash Flows

		Thirteen Weeks Ended
(In thousands) (unaudited)		June 27, 2026				June 28, 2025
Financing activities (continued)
Borrowings on First-Out Exit Term Loans			30,000				—
Net cash provided by (used in) financing activities			30,925				(3,956	)
Effect of exchange rate changes on cash			(247	)			647
Net increase (decrease) in cash			137				(13,876	)
Cash at beginning of fiscal period			29,118				35,475
Cash at end of fiscal period		$	29,255			$	21,599
Supplemental information:
Cash paid for interest		$	76			$	645
Cash refund for taxes		$	(40	)		$	(1,536	)
Purchases of property and equipment (included in accounts payable)		$	1,656			$	—
Cash paid for amounts included in the measurement of operating lease liabilities		$	22,644			$	21,435
Additions to right-of-use assets in exchange for operating lease liabilities		$	148			$	7,919

See accompanying notes.

9

The Container Store Group, Inc.

Notes to Consolidated Financial Statements

(In thousands, except share amounts and unless

otherwise stated)

June 27, 2026

1. Nature of business and summary of significant accounting policies

Description of business

The Container Store, Inc. was founded in 1978 in Dallas, Texas, as a retailer with a mission to provide customers with storage and organizing solutions to accomplish their projects through an assortment of innovative products and unparalleled customer service. On December 22, 2024, the Company and certain of its domestic subsidiaries commenced voluntary cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). On January 24, 2025, the Plan of Reorganization was confirmed by the Bankruptcy Court. On January 28, 2025, the Plan of Reorganization became effective and the Company emerged from the Chapter 11 Cases. The Company terminated its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will continue as The Container Store Group, Inc., a private company.

Upon the Company's emergence from the Chapter 11 Cases, the Company adopted fresh start accounting, which resulted in a new basis of accounting and the Company becoming a new entity for financial reporting purposes. The Company selected a convenience date of January 25, 2025 for purposes of applying fresh start accounting as the activity between the convenience date and the Effective Date did not result in a material difference in the financial results. All periods presented in these interim financial statements reflect the Company’s Successor basis of accounting.

The Container Store, Inc. consists of our retail stores, website and call center (which includes business sales), as well as our in-home services business. As of June 27, 2026, The Container Store, Inc. operated 98 stores with an average size of approximately 23,366 square feet (17,448 selling square feet) in 34 states and the District of Columbia. The Container Store, Inc. also offers all of its products directly to its customers through its website, responsive mobile site and app, and call center. The Container Store, Inc.’s wholly owned Swedish subsidiary, Elfa International AB (“Elfa”), designs and manufactures component-based shelving and drawer systems and made-to-measure sliding doors that are customizable for any area of the home. elfa® branded products are sold exclusively in the United States in The Container Store® retail stores, website, and call center and Elfa sells to various retailers and distributors primarily in the Nordic region and throughout Europe on a wholesale basis. C Studio Manufacturing, Inc. (“C Studio”), formerly known as “Closet Parent Company, Inc.”, or “Closet Works”, assumed its new name effective January 2023. We own and operate the C Studio manufacturing facility in Elmhurst, Illinois, which designs and manufactures the Company’s premium wood-based custom space product offering, and is included in the TCS segment.

Basis of presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") applicable to interim financial information. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements and should be read in conjunction with the Company's audited consolidated financial statements and related notes as of and for the fiscal year ended March 28, 2026.

In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of the Company's financial position as of June 27, 2026, and the results of its operations, comprehensive loss, changes in shareholders' equity (deficit) and cash flows for the thirteen weeks ended June 27, 2026 and June 28, 2025.

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Basis of consolidation

The consolidated financial statements include our accounts and those of the Company’s wholly owned subsidiaries. The Company eliminates all significant intercompany balances and transactions, including intercompany profits, in consolidation.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. Based on the Company’s current financial projections, management believes the Company’s existing cash, projected operating cash flows and available borrowing capacity under its Exit Asset-Based Lending Agreement are adequate to meet its operating needs, liabilities and commitments over the next twelve months from the issuance of the accompanying consolidated financial statements. However, forecasts and projections are subject to risks and uncertainties about our operations, industry, financial condition, performance, operating results and liquidity. If future actual results differ from current financial projections, we could fail to generate adequate cash flows to meet operating needs in future periods.

Fiscal year

The Company follows a 4-4-5 fiscal calendar, whereby each fiscal quarter consists of thirteen weeks grouped into two four-week “months” and one five-week “month”, and its fiscal year ends on the Saturday closest to March 31^st. Elfa’s fiscal year ends on the last day of the calendar month of March.

Recent accounting pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires public entities to disclose disaggregated information about certain income statement line items in the notes to the financial statements. For public entities, ASU 2024-03 is required to be adopted for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. This ASU will result in the Company including the additional required disclosures when adopted and does not otherwise have a material impact on the Company's consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends the accounting guidance for internal-use software to better align with current software development practices, including incremental and iterative development methods. The amendments remove the existing project stage framework and instead require capitalization of qualifying software development costs when management authorizes and commits to funding the project and it is probable the software will be completed and used as intended. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. We are currently evaluating the impact that adoption of this guidance will have on the Company's consolidated financial statements and related disclosures.

2. Goodwill and trade names

The estimated goodwill and trade name fair values are computed using estimates as of the measurement date, which is defined as the first day of the fiscal fourth quarter or as of an interim assessment date. The Company makes estimates and assumptions about sales, gross margins, selling, general and administrative percentages and profit margins, based on budgets and forecasts, business plans, economic projections, anticipated future cash flows, and marketplace data. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period and our estimated weighted average cost of capital. There are inherent uncertainties related to these factors and management’s judgment in applying these factors. Another estimate using different, but still reasonable, assumptions could produce different results. As there are numerous assumptions and estimations utilized to derive the estimated enterprise fair value of each reporting unit, it is possible that actual results may differ from estimated results requiring future impairment charges.

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As of March 28, 2026 and June 27, 2026, our goodwill and trade names consist of the following:

		Goodwill				Trade names
Balance at March 28, 2026
Gross balance			2,495				22,834
Fiscal 2025 impairment charges			—				(3,009	)
Accumulated impairment charges			—				—
Total, net		$	2,495			$	19,825
Foreign currency translation adjustments in the thirteen weeks ended June 27, 2026			(44	)			(214	)
Balance at June 27, 2026
Gross balance			2,451				22,620
Accumulated impairment charges			—				(3,009	)
Total, net		$	2,451			$	19,611

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3. Detail of certain balance sheet accounts

		June 27, 2026				March 28, 2026
Accounts receivable, net:
Trade receivables, net		$	8,995			$	11,468
Credit card receivables			8,609				8,961
Other receivables			990				1,085
		$	18,594			$	21,514
Inventory:
Finished goods		$	139,438			$	127,451
Raw materials			4,693				5,024
Work in progress			479				585
		$	144,610			$	133,060
Property and equipment, net:
Land and buildings		$	25,280			$	27,677
Furniture and fixtures			6,561				6,795
Machinery and equipment			22,301				27,498
Computer software and equipment			23,867				22,018
Leasehold improvements			13,945				14,798
Construction in progress			12,935				11,231
Other			1,789				1,787
			106,678				111,804
Less accumulated depreciation and amortization			(25,653	)			(28,144	)
		$	81,025			$	83,660
Accrued liabilities:
Accrued payroll, benefits and bonuses		$	14,828			$	15,158
Unearned revenue			16,768				20,708
Accrued transaction and property tax			12,114				11,754
Gift cards and store credits outstanding			12,185				12,333
Accrued sales returns			2,858				2,330
Accrued interest			3,893				2,235
Other accrued liabilities			8,372				8,259
		$	71,018			$	72,777

Contract balances as a result of transactions with customers primarily consist of trade receivables included in Accounts receivable, net, unearned revenue included in Accrued liabilities, and gift cards and store credits outstanding included in Accrued liabilities in the Company's consolidated balance sheets. Unearned revenue was $20,708 as of March 28, 2026, and $18,134 was subsequently recognized into revenue in the thirteen weeks ended June 27, 2026. Gift cards and store credits outstanding was $12,333 as of March 28, 2026, and $1,569 was subsequently recognized into revenue in the thirteen weeks ended June 27, 2026.

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4. Long-term debt and revolving lines of credit

Third-party long-term debt and revolving lines of credit consist of the following:

		June 27, 2026				March 28, 2026
First-Out Exit Term Loans			220				—
Second-Out Exit Term Loans		$	4,242			$	3,842
Obligations under finance leases			600				654
Exit ABL Credit Facility			77,882				76,761
Total debt			82,944				81,257
Less current portion			(282	)			(284	)
Less deferred financing costs (1)			(111	)			(102	)
Total long-term debt		$	82,551			$	80,871

(1) Represents deferred financing costs related to each term loan above, which are included in long-term debt in the consolidated balance sheet.

Related party long-term debt consists of the following:

		June 27, 2026				March 28, 2026
First-Out Exit Term Loans		$	46,833			$	45,916
Amendment No. 1 Super Senior Term Loans			22,279				21,684
Amendment No. 2 Super Senior Term Loans			26,826				26,090
Amendment No. 3 2026 Priming Super Senior Term Loans			26,510				25,895
Amendment No. 4 2026 Priming Super Senior Term Loans			31,543				—
Rolled-Up First-Out Term Loans			21,486				20,943
Second-Out Exit Term Loans			51,942				52,342
Total debt, related party			227,419				192,870
Less deferred financing costs (2)			(5,671	)			(5,135	)
Total long-term debt, related party		$	221,748			$	187,735

(2) Represents deferred financing costs related to each term loan above, which are included in long-term debt, related party in the consolidated balance sheet.

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Scheduled total revolving lines of credit and debt maturities for the fiscal years subsequent to June 27, 2026, are as follows:

Within 1 year		$	282
2 years			78,083
3 years			154,326
4 years			77,671
5 years			—
Thereafter			—
		$	310,362

Exit Term Loan Agreement

On January 28, 2025, the Company, entered into an exit term loan credit agreement with the lenders under the DIP Term Loan Facility, providing for approximately $115,139 aggregate principal amount of exit term loans comprised of an amount of first-out exit term loans under the Exit Term Loan Credit Agreement equal to approximately $42,940 were deemed issued in exchange, and a dollar-for-dollar basis, for the full amount of First-out DIP Term Loans (the "First-Out Exit Term Loans") and an amount of second-out exit term loans under the Exit Term Loan Credit Agreement equal to approximately $72,199 were deemed issued in exchange, on a dollar-for-dollar basis, for the full amount of Second-Out DIP Term Loans (the "Second-Out Exit Term Loans", and both of which are collectively referred to as the "Exit Term Loans"). The Exit Term Loans involve lenders who are also shareholders of the Company pursuant to the Plan of Reorganization. Due to the related party involvement, the Company has disclosed the relationship and terms herein.

The First-Out Exit Term Loans bear interest at a percentage per annum equal to SOFR plus 6.50% payable monthly in arrears with up to 5.50% payable in-kind, maturing April 30, 2029. The Second-Out Exit Term Loans bear interest at 5.00% per annum, payable every 6 months, with up to 4.00% payable in-kind, maturing July 30, 2029. The loans and other obligations under the Exit Term Loan Agreement are secured by substantially all assets of the Company and certain domestic subsidiaries (the "Company Parties"), with a first-priority security interest on equipment, real property, intellectual property, investment property and other fixed assets (and proceeds thereof) (the "Term Priority Assets") and a second-priority security interest on ABL Priority Assets (as defined below). The Exit Term Loan Agreement contains a number of covenants that, among other things, restrict our ability, subject to specified exceptions, to incur additional debt; incur additional liens and contingent liabilities; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve ourselves, engage in businesses that are not in a related line of business; make loans, advances or guarantees engage in transactions with affiliates; and make investments. In addition, the financing agreements contain certain cross-default provisions. We are required to maintain minimum liquidity (as defined in the agreement) of at least $10,000 as of the last day of any calendar month.

Amendment No. 1 Super Senior Term Loans and Rolled-Up First-Out Term Loans

On September 15, 2025, the Company entered into Amendment No. 1 to the Exit Term Loan Credit Agreement (the "First Amendment"). The First Amendment resulted in $20,000 aggregate principal amount of super senior term loan commitments from the First-Out Lenders or their designees (the "Amendment No. 1 Super Senior Term Loans"), as well as a $20,000 conversion, via a cashless roll, from the Second-Out Term Loans into new term loans having equal priority with the First-Out Term Loans (the "Rolled-Up First-Out Term Loans"). The Amendment No. 1 Super Senior Term Loans and Rolled-up First-Out Term Loans bear interest at a percentage equal to SOFR plus 6.50% or Base Rate plus 5.50%, maturing on April 30, 2029. Interest is either paid in cash or payable in-kind. Beginning November 1, 2025, all interest incurred is considered payable in-kind and capitalized to the outstanding principal balance, as approved by the lenders.

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Amendment No. 2 Super Senior Term Loans

On January 9, 2026, the Company entered into Amendment No. 2 to the Exit Term Loan Credit Agreement (the “Second Amendment”). The Second Amendment resulted in $25,000 aggregate principal amount of super senior term loan commitments from certain existing First-Out lenders or their designees (the "Amendment No. 2 Super Senior Term Loans"). The Amendment No. 2 Super Senior Term Loans bear interest as a percentage equal to SOFR plus 6.50% or Base Rate plus 5.50%, maturing on April 30, 2029, with all interest incurred considered payable in-kind and capitalized to the outstanding principal balance.

Amendment No. 3 2026 Priming Super Senior Term Loans

On March 9, 2026, the Company entered into Amendment No. 3 to the Exit Term Loan Credit Agreement (the “Third Amendment”). The Third Amendment resulted in $25,000 aggregate principal amount of priming super senior term loan commitments from the First-Out Lenders or their designees (the "Amendment No. 3 2026 Priming Super Senior Term Loans"). The Amendment No. 3 2026 Priming Super Senior Term Loans bear interest as a percentage equal to SOFR plus 6.50% or Base Rate plus 5.50%, maturing on April 30, 2029, with all interest incurred considered payable in-kind and capitalized to the outstanding principal balance.

Amendment No. 4 2026 Priming Super Senior Term Loans

On April 2, 2026, the Company entered into Amendment No. 4 to the Exit Term Loan Credit Agreement (the “Fourth Amendment”). The Fourth Amendment resulted in $30,000 aggregate principal amount of priming super senior term loan commitments from the First-Out Lenders or their designees (the "Amendment No. 4 2026 Priming Super Senior Term Loans"). The Amendment No. 4 2026 Priming Super Senior Term Loans bear interest as a percentage equal to SOFR plus 6.50% or Base Rate plus 5.50% maturing on April 30, 2029, with all interest incurred considered payable in-kind and capitalized to the outstanding principal balance.

As of June 27, 2026, the Company was in compliance with all covenants under the Exit Term Loan Credit Agreement (as amended) and no Event of Default (as defined) has occurred.

Exit Asset-Based Lending (ABL) Credit Facility

On January 28, 2025, the Company parties entered into an exit asset-based revolving credit agreement with the lender under the DIP ABL Credit Facility, providing for a $140,000 aggregate revolving credit commitment, subject to a borrowing based as set forth in the Exit ABL Credit Agreement (the "Exit ABL Credit Facility"). On January 28, 2025, an amount of exit revolving loans under the Exit ABL Credit Facility equal to approximately $84,895 were deemed issued in exchange, on a dollar-for-dollar basis, for the full amount of DIP ABL Credit Facility. As of June 27, 2026, there were $77,882 borrowings outstanding under the Exit ABL Credit Facility and $13,817 was available to borrow.

The Exit ABL Credit Facility bears interest at a percentage per annum equal to SOFR plus 4.25% and matures on January 28, 2028. The Exit ABL Credit Facility is secured by substantially all assets of the Company Parties (subject to customary exceptions), with a first-priority lien on inventory, accounts receivable (including credit card receivables) and other working capital assets (and proceeds thereof) (the “ABL Priority Assets”) and a second-priority lien on Term Priority Assets. The Exit ABL Credit Facility contains a number of covenants that, among other things, restrict our ability, subject to specified exceptions, to incur additional debt; incur additional liens and contingent liabilities; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve ourselves, engage in businesses that are not in a related line of business; make loans, advances or guarantees engage in transactions with affiliates; and make investments. In addition, the financing agreements contain certain cross-default provisions. We are required to maintain minimum availability of at least 10% of the greater of the borrowing base and the aggregate commitments (as defined in the agreement). As of June 27, 2026, we were in compliance with all covenants under the Exit ABL Credit Facility and no Event of Default (as defined) has occurred.

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2019 Elfa Senior Secured Credit Facilities

On March 18, 2019, Elfa refinanced its master credit agreement with Nordea Bank AB entered into on April 1, 2014 and the senior secured credit facilities thereunder, and entered into a new master credit agreement with Nordea Bank Abp, filial i Sverige (“Nordea Bank”), which consists of (i) an SEK 110,000 (approximately $11,339 as of June 27, 2026) revolving credit facility (the “2019 Original Revolving Facility”), (ii) upon Elfa’s request, an additional SEK 115,000 (approximately $11,854 as of June 27, 2026) revolving credit facility (the “2019 Additional Revolving Facility” and together with the 2019 Original Revolving Facility, the “2019 Elfa Revolving Facilities”), and (iii) an uncommitted term loan facility in the amount of SEK 25,000 (approximately $2,577 as of June 27, 2026), which is subject to receipt of Nordea Bank’s commitment and satisfaction of specified conditions (the “Incremental Term Facility”, together with the 2019 Elfa Revolving Facilities, the “2019 Elfa Senior Secured Credit Facilities”). The term for the 2019 Elfa Senior Secured Credit Facilities began on April 1, 2019 and, pursuant to an amendment entered into in fiscal 2025, matures on September 30, 2028. Loans borrowed under the 2019 Elfa Revolving Facilities bear interest at Nordea Bank’s base rate +1.40%. Any loan borrowed under the Incremental Term Facility would bear interest at Stibor +1.70%.

The 2019 Elfa Senior Secured Credit Facilities are secured by the majority of assets of Elfa. The 2019 Elfa Senior Secured Credit Facilities contains a number of covenants that, among other things, restrict Elfa’s ability, subject to specified exceptions, to incur additional liens, sell or dispose of assets, merge with other companies, engage in businesses that are not in a related line of business and make guarantees. In addition, Elfa is required to maintain (i) a Group Equity Ratio (as defined in the 2019 Elfa Senior Secured Credit Facilities) of not less than 32.5% and (ii) a consolidated ratio of net debt to EBITDA (as defined in the 2019 Elfa Senior Secured Credit Facilities) of less than 3.20. As of June 27, 2026, Elfa was in compliance with all covenants under the 2019 Elfa Senior Secured Credit Facilities and no Event of Default (as defined in the 2019 Elfa Senior Secured Credit Facilities) had occurred.

There was $7,731 available under the 2019 Elfa Senior Secured Credit Facilities as of June 27, 2026, based on the factors described above. There were no borrowings outstanding under the 2019 Elfa Senior Secured Credit Facilities as of June 27, 2026.

5. Income taxes

The benefit for income taxes in the thirteen weeks ended June 27, 2026 was $14 as compared to a benefit of $7,530 in the thirteen weeks ended June 28, 2025. The effective tax rate for the thirteen weeks ended June 27, 2026 was 0.1%, as compared to 28.0% in the thirteen weeks ended June 28, 2025. The decrease in the effective tax rate for the thirteen weeks ended June 27, 2026 compared to the same period in the thirteen weeks ended June 28, 2025, is primarily due to valuation allowance that was recorded.

During the thirteen weeks ended June 27, 2026, the effective tax rate was lower than the U.S. statutory rate of 21%, primarily due to year-to-date losses for which tax benefits are limited. In the thirteen weeks ended June 28, 2025, the effective tax rate rose above the U.S. statutory rate of 21% primarily due to year-to-date losses for which tax benefits were not limited.

6. Shareholders’ equity (deficit)

The Company emerged from bankruptcy upon the effectiveness of the Plan of Reorganization on January 28, 2025 (the "Effective Date"), at which time all shares of the Predecessor Company's issued and outstanding common stock immediately prior to the Effective Date were canceled, released, and extinguished. The Company contributed 1,000 shares of newly issued common stock of the Company, par value $0.01 per share (such shares of common stock, the "New Parent Shares"), as a contribution to the capital of The Container Store, Inc., a Texas corporation ("TCS"), and in exchange for no additional shares of capital stock of TCS. TCS then contributed all of the New Parent Shares to an entity newly formed by TCS, The Container Store Holdings, LLC (“Reorganized Parent”), as a contribution to the capital of the Reorganized Parent.

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Common stock

As of June 27, 2026, the Company had 5,000 shares of common stock authorized, with a par value of $0.01, of which 1,000 were issued.

Preferred stock

As of June 27, 2026, the Company had no shares of preferred stock authorized, issued, or outstanding.

7. Accumulated other comprehensive income

Accumulated other comprehensive income (“AOCI”) consists of changes in our foreign currency hedge contracts, pension liability adjustment, and foreign currency translation. The components of AOCI, net of tax, were as follows:

		Pension liability adjustment				Foreign currency translation				Total
Balance at March 28, 2026		$	35			$	11,994			$	12,029
Other comprehensive (loss) income before reclassifications, net of tax		$	2			$	(1,368	)		$	(1,366	)
Amounts reclassified to earnings, net of tax			—				—				—
Net current period other comprehensive (loss) income			2				(1,368	)			(1,366	)
Balance at June 27, 2026		$	37			$	10,626			$	10,663

Amounts reclassified from AOCI to earnings for the pension liability adjustment category are generally included in cost of sales and selling, general and administrative expenses in the Company’s consolidated statements of operations.

8. Commitments and contingencies

In connection with insurance policies and other contracts, the Company has outstanding standby letters of credit totaling $13,037 as of June 27, 2026.

The Company is subject to ordinary litigation and routine reviews by regulatory bodies that are incidental to its business. The Company has recorded accruals with respect to these matters, where appropriate, which are reflected in the Company's unaudited condensed consolidated financial statements. For some matters, a liability is not probable or the amount cannot be reasonably estimated and therefore an accrual has not been made.

Rashon Hayes v. The Container Store, Inc.

The Company was named as a defendant in a putative class action and representative action was filed on February 10, 2020 in Santa Clara Superior Court by Rashon Hayes (“Plaintiff”), a former, hourly-paid employee of TCS who was employed from April 2019 to June 2019. The First Amended Complaint was filed on August 3, 2020 and alleges eleven causes of action: (1) unpaid overtime, (2) unpaid meal period premiums, (3) unpaid rest period premiums, (4) unpaid minimum wages, (5) final wages not timely paid, (6) wages not timely paid during employment, (7) non-compliant wage statements, (8) failure to keep requisite payroll records, (9) unreimbursed business expenses, (10) violation of California Business and Professions Code section 17200, and (11) violation of the California Private Attorneys General Act. The lawsuit seeks restitution of unpaid wages for plaintiff and other class members, pre-judgement interest, appointment of class administrator, and attorney's fees and costs. Parties engaged in mediation on February 21, 2024 and reached a preliminary, confidential settlement.

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Based on information currently available, the Company does not believe that its pending legal matters, either on an individual basis or in the aggregate, will have a material adverse effect on the Company’s consolidated financial statements as a whole. However, litigation and other legal matters involve an element of uncertainty. Adverse decisions and settlements, including any required changes to the Company's business, or other developments in such matters could affect our operating results in future periods or result in a liability or other amounts material to the Company's annual consolidated financial statements.

The Company is subject to ordinary litigation and routine reviews by regulatory bodies that are incidental to its business, none of which is expected to have a material adverse effect on the Company’s consolidated financial statements on an individual basis or in the aggregate.

9. Fair value measurements

Under U.S. GAAP, the Company is required to a) measure certain assets and liabilities at fair value or b) disclose the fair values of certain assets and liabilities recorded at cost. Accounting standards define fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. Fair value is calculated assuming the transaction occurs in the principal or most advantageous market for the asset or liability and includes consideration of non-performance risk and credit risk of both parties. Accounting standards pertaining to fair value establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value. These tiers include:

• Level 1—Valuation inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

• Level 2—Valuation inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3—Valuation inputs are unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques.

As of June 27, 2026 and March 28, 2026, the Company held certain items that are required to be measured at fair value on a recurring basis. These items included the non-qualified retirement plan, which consists of investments purchased by employee contributions to retirement savings accounts. The fair value amount of the non-qualified retirement plan is measured using the net asset value per share practical expedient, and therefore, is not classified in the fair value hierarchy. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of contracts it holds.

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The fair value of long-term debt was estimated using quoted prices as well as recent transactions for similar types of borrowing arrangements (level 2 valuations). As of June 27, 2026 and March 28, 2026, the estimated fair value of the Company’s long-term debt, including current maturities, was as follows:

		June 27, 2026				March 28, 2026
First-Out Exit Term Loans		$	38,113			$	37,192
Amendment No. 1 Super Senior Term Loans			18,046				17,564
Amendment No. 2 Super Senior Term Loans			21,729				21,133
Amendment No. 3 2026 Priming Super Senior Term Loans			21,473				20,975
Amendment No. 4 2026 Priming Super Senior Term Loans			25,550				—
Rolled-Up First-Out Term Loans			17,403				16,964
Second-Out Exit Term Loans			23,036				23,036
Obligations under finance leases			600				654
Exit ABL Credit Facility			77,882				76,761
Total fair value of debt		$	243,832			$	214,279

10. Subsequent Events

The Company evaluated subsequent events through August 4, 2026, the date the consolidated financial statements were available to be issued, and the following events occurred that require disclosure.

Completion of the Merger with Bed Bath & Beyond, Inc.

On July 8, 2026 (the "Closing Date"), Bed Bath & Beyond, Inc. ("BBBY") completed the previously announced acquisition of the Company, pursuant to the Agreement and Plan of Merger (the "TCS Merger Agreement"), dated as of April 2, 2026 (the "Merger Agreement"), by and among BBBY, TCS Merger Sub, LLC, a wholly owned subsidiary of BBBY (the "Merger Sub"), and the Company. The Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of BBBY.

Pursuant to the term and conditions of the Merger Agreement, BBBY issued an aggregate number of 13,714,287 shares of Common Stock and $112,553 aggregate principal amount of Convertible Notes. Immediately after the closing, BBBY repurchased 286,663 shares of Common Stock and will hold those shares in treasury and cancelled $1,299 aggregate principal amount of Convertible Notes in connection with the repayment of certain of the Company's loans.

On the Closing Date, the Company entered into an indenture (the “Indenture”), among the Company, the guarantors from time to time party thereto and Computershare Trust Company, National Association, as trustee, with respect to $112,553 aggregate principal amount of BBBY’s 5.00% Convertible Senior Notes due 2033 to be issued pursuant to the Merger Agreement. The Convertible Notes are senior, unsecured obligations of BBBY and accrue interest payable semiannually in arrears at the rate of 5.00% per year on April 1 and October 1 of each year, beginning April 1, 2027. The Convertible Notes mature on July 8, 2033, unless earlier converted or repurchased. The Convertible Notes are guaranteed by certain subsidiaries of the Company.

Under the Indenture, BBBY agrees to use its reasonable best efforts to obtain the approval of its stockholders that is required under the applicable NYSE rules and regulations in connection with the issuance of Common Stock. The Indenture provides that if BBBY has not obtained such stockholder approval on or before the three-month anniversary of the Closing Date, the interest payable on the Convertible Notes will increase to 10.00% per year until such stockholder approval is obtained and if BBBY has not obtained such stockholder approval on or before the six-month anniversary of the Closing Date, the interest payable on the Convertible Notes will increase to 12.00% per year until such stockholder approval is obtained.

The conversion rate is initially 109.8901 shares of Common Stock per $1 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $9.10 per share of Common Stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, BBBY will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event.

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Exhibit 99.2

Lumliq2, LLC

Financial Statements

Year Ended December 31, 2025

Lumliq2, LLC

Financial Statements

Year Ended December 31, 2025

Lumliq2, LLC

Contents

Independent Auditor’s Report	3-4
Financial Statements
Balance Sheet as of December 31, 2025	6
Statement of Operations for the Year Ended December 31, 2025	7
Statement of Changes in Member’s Equity for the Year Ended December 31, 2025	8
Statement of Cash Flows for the Year Ended December 31, 2025	9
Notes to the Financial Statements	10-19

2

Independent Auditor’s Report

The Member

Lumliq2, LLC

Lawrenceburg, Tennessee

Opinion

We have audited the financial statements of Lumliq2, LLC (the Company), which comprise the balance sheet as of December 31, 2025, the related statements of operations, changes in member’s equity and cash flows for the year then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

As described in Note 2 to the financial statements, the parent company, F9 Brands, Inc., has agreed to support the operating, investing, and financing activities of the Company through at least one year and a day beyond the report date. Our opinion is not modified with respect to these matters.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

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In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment of a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ BDO USA, P.C.

Memphis, Tennessee

June 15, 2026, except for the use of the incremental borrowing rate in accounting for leases described in Note 9 as to which the date is July 31, 2026

4

Financial Statements

Lumliq2, LLC

Balance Sheet

December 31, 2025
Assets
Current Assets
Cash		$	185,364
Accounts receivable, net of allowance for credit losses (including related party receivable of $32,933)			1,121,475
Inventories, net			65,283,435
Prepaid expenses and other assets			3,944,985
Total Current Assets			70,535,259
Property and Equipment, Net			1,587,349
Right-of-Use Assets - Operating Leases			50,130,159
Right-of-Use Assets - Finance Leases			378,325
Security Deposits			195,759
Total Assets		$	122,826,851
Liabilities and Member’s Equity
Current Liabilities
Accounts payable (including related party payable of $914,290)		$	28,062,812
Accrued expenses			6,459,614
Contract liabilities and customer deposits			13,467,838
Current portion of operating lease liabilities			15,464,346
Current portion of finance lease obligations			138,702
Total Current Liabilities			63,593,312
Long-Term Liabilities
Operating lease liabilities, net of current portion			34,987,374
Finance lease obligations, net of current portion			56,856
Total Liabilities			98,637,542
Commitments and Contingencies (Note 10)
Member’s Equity			24,189,309
Total Liabilities and Member’s Equity		$	122,826,851

The accompanying notes are an integral part of the financial statements.

6

Lumliq2, LLC

Statement of Operations

Year ended December 31, 2025
Net Sales		$	251,311,863
Cost of Sales			123,279,966
Gross Profit			128,031,897
Operating Expenses
Selling, general and administrative expenses			142,051,829
Total Operating Expenses			142,051,829
Operating Loss			(14,019,932	)
Other Expenses
Other expense, net			(2,014,154	)
Interest expense			(218,989	)
Total Other Expense, Net			(2,233,143	)
Net Loss		$	(16,253,075	)

The accompanying notes are an integral part of the financial statements.

7

Lumliq2, LLC

Statement of Changes in Member’s Equity

		Member’s Contributed Capital				Accumulated Deficit				Total Member’s Equity
Balance, December 31, 2024		$	37,611,030			$	(4,408,329	)		$	33,202,701
Distributions to Member			(11,283,131	)			-				(11,283,131	)
Contributions from Member			18,522,814				-				18,522,814
Net loss			-				(16,253,075	)			(16,253,075	)
Balance, December 31, 2025		$	44,850,713			$	(20,661,404	)		$	24,189,309

The accompanying notes are an integral part of the financial statements.

8

Lumliq2, LLC

Statement of Cash Flows

Year ended December 31, 2025
Cash Flows from Operating Activities
Net loss		$	(16,253,075	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			390,735
Non-cash lease expense			15,110,962
Interest on financing leases			13,924
Gain on fixed asset disposal			(90,599	)
Change in operating assets and liabilities:
Accounts receivable, net of allowance for credit losses			(960,603	)
Prepaid expenses and other assets			(1,113,397	)
Inventories, net			(3,379,048	)
Security deposits			(12,335	)
Operating lease liabilities			(14,919,468	)
Accounts payable			12,773,900
Accrued expenses			3,110,299
Contract liabilities and customer deposits			(3,064,088	)
Net Cash Used in Operating Activities			(8,392,793	)
Cash Flows from Investing Activities
Purchases of property and equipment			(129,152	)
Proceeds from sale of property and equipment			170,992
Net Cash Provided by Investing Activities			41,840
Cash Flows from Financing Activities
Repayment of principal portion of finance lease liability			(272,357	)
Contribution from Member			18,522,814
Distribution to Member			(11,283,131	)
Net Cash Provided by Financing Activities			6,967,326
Net Decrease in Cash Equivalents			(1,383,627	)
Cash, beginning of year			1,568,991
Cash, end of year		$	185,364
Supplemental Disclosure of Cash Flows Information
Cash paid during the year for:
Interest		$	218,989
Non-cash transactions:
Additions and modifications to right-of-use assets – operating leases			23,972,833
Additions and modifications to right-of-use assets – finance leases			453,991

The accompanying notes are an integral part of the financial statements.

9

Lumliq2, LLC

Notes to the Financial Statements

1. Nature of Business

Lumliq2, LLC (the Company) is a retailer specializing in the sale and distribution of residential flooring products and related installation accessories. Established as a limited liability company, the Company operates 200 retail locations across 43 states within the contiguous United States.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with United States of America generally accepted accounting principles (GAAP). In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. All material related-party balances and transactions are included and disclosed in these statements.

Liquidity and Management’s Plans

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and settlement of obligations in the normal course of business. The condition regarding the Company financing from related parties, as disclosed in Note 8, and history of negative cash flow from operating activities, creates uncertainty as the Company’s ability to meet its obligations as they come due at least one year and a day post issuance of these financial statements.

Management has evaluated its plans whereby the Parent has committed to providing financial support to the Company to support the operating, investing, and financing activities of the Company through at least one year and a day beyond the report date.

The Company’s ability to continue as a going concern is dependent on the continued financial support of its Parent and the ability to execute its plan.

Accounts Receivable, Net of Allowance for Credit Losses

Trade accounts receivables are reported on the balance sheet at the amount due, adjusted for any allowance for credit losses. The Company provides an allowance for credit losses to reduce trade accounts receivables to their estimated net realizable value equal to the amount expected to be collected. The allowance for credit losses is estimated based on historical collection experience, current regional economic and market conditions, aging of trade accounts receivable, current creditworthiness of customers, and forward-looking information. Allowance for credit loss on accounts receivables as of December 31, 2025 and 2024 are immaterial. The balance of accounts receivables as of December 31, 2024 was $160,872.

Inventory, Net

Inventory is valued at the lower of cost or realizable value, cost being determined using the average cost method. The Company records a reserve for valuation adjustments if the cost of inventory on hand exceeds the amount it expects to realize from the ultimate sale or disposal of the inventory.

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Lumliq2, LLC

Notes to the Financial Statements

The inventory in transit is inventory that the Company has taken possession of at the shipping point. This inventory is in the Company’s possession, on a ship and not yet received in the warehouse. The inventory in-transit amount at December 31, 2025 was $763,750. This amount is included in the Inventories, net balance.

Property and Equipment, Net

Property and equipment are stated at cost. The Company depreciates or amortizes its property and equipment utilizing the straight-line method over the following estimated useful lives:

	Estimated Useful Lives (Years)
Leasehold improvements	Lesser of 15 or term of the related lease
Furniture, fixtures, and equipment	5-7
Computer hardware and software	5
Vehicles	3-5

Major renewals and improvements are capitalized, while maintenance and repairs are expensed as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is reflected in operations for the period.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or circumstances indicate the carrying value of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. There was no impairment loss related to long-lived assets during the year ended December 31, 2025.

Sales Taxes

The various states in which the Company operates impose sales tax on certain sales to nonexempt customers. The Company collects that sales tax from customers and remits the entire amount to the appropriate state. The Company accounts for taxes collected from customers on a net basis (excluded from revenue).

Revenue Recognition

The Company accounts for revenue per the requirements of Accounting Standard Update (ASU) 2014‑19, Revenue from Contracts with Customers, as amended (Topic 606).

The Company recognizes revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the transfer of goods to customers. Revenue is related to the sale of flooring, accessories, and service related to installation. The Company recognizes revenue when the performance obligation is satisfied. Generally, the performance obligation is satisfied at a point in time when control of the goods is transferred to the customer and the Company has no further obligation to provide services related to the goods.

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Lumliq2, LLC

Notes to the Financial Statements

Installation service revenue is recognized when the service has been provided.

The Company requires a 100% deposit/down payment to be made at the time an order is placed for most customers. The amount is recorded within contract liabilities and customer deposits and will remain on the balance sheet until the cabinets are delivered to the customer, at which time the deposit will be recognized into revenue.

Revenues are recorded net of cash discounts as required by ASC 606.

The Company has made the practical expedient election, which allows for accounting for shipping and handling activities associated with the cabinets and counter tops as a fulfillment cost within cost of sales. The Company has also elected for all taxes assessed by government authorities that are imposed on or concurrent with revenue-producing transactions, such as sales, to be excluded from revenue.

December 31, 2025
Net product sales		$	232,630,534
Net service sales			18,681,329
Total Net Sales		$	251,311,863

There were no contract assets as of December 31, 2025 and 2024.

Leases

The Company accounts for its leases under the guidance of ASU 2016-02, Leases (codified as Accounting Standards Codification (ASC) 842).

The Company leases vehicles, warehouses, retail stores, and equipment for use in its operations. The Company determines if an arrangement is or contains a lease at inception of the contract. The Company has lease agreements with lease and non-lease components and has elected to not separate lease and non-lease components for all classes of underlying assets.

For leases with a term of 12 months or less, the Company has elected the practical expedient which allows a lessee to elect, by class of underlying asset, not to recognize a right-of-use (ROU) asset or lease liability. Under the new standard, a lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified assets for a period of time in exchange for consideration. For leases with a term of more than 12 months, lessees will need to recognize leases on the balance sheet as an ROU asset and a related lease liability and classify the leases as either operating or finance. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustments, such as initial direct costs.

Advertising

Advertising costs are expensed as incurred in operating expenses. Advertising expense for the year ended December 31, 2025 was $23,864,904.

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Lumliq2, LLC

Notes to the Financial Statements

Income Taxes

The Company was formed on October 1, 2024 as a single member limited liability company. The Company is not a taxable entity for United States federal income tax purposes or for the majority of states that impose an income tax. Taxes on the Company’s net income generally are borne by the member through the allocation of taxable income. The Company’s income tax expense results from franchise and excise tax laws enacted by certain states that apply to entities organized as partnerships.

The Company has no unrecognized tax benefits at December 31, 2025. The Company’s initial return for the period October 1, 2024 through December 31, 2024, was filed under parent S Corporation F9 Brands, Inc.

The Company recognizes deferred income tax assets and liabilities for temporary differences between the relevant basis of its assets and liabilities for financial reporting and tax purposes. The Company records the impact of changes in tax legislation on deferred income tax liabilities and assets in the period the legislation is enacted.

The Company recognizes interest and penalties associated with any tax matters as part of operating expenses and includes any accrued interest and penalties, if any, in accrued expenses on the accompanying balance sheet.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, established a three-level hierarchy for fair value measurements that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The hierarchy level assigned to financial instruments recorded at fair value is based on the Company’s assessment of the transparency and reliability of the inputs used in the valuation of such instrument at the measurement date.

Level 1 – This level consists of quoted prices for identical assets or liabilities in active markets at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The valuation under this approach does not entail a significant degree of judgment.

Level 2 – This level consists of inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The valuation technique for the Company’s Level 2 assets is based on quoted market prices for similar assets from observable pricing sources at the reporting date.

Level 3 – This level consists of unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

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Lumliq2, LLC

Notes to the Financial Statements

The carrying values of cash, accounts receivable, net of allowance for credit losses, prepaid expense and other assets, accounts payable, accrued expenses and contract liabilities and customer deposits approximate fair value due to the short-term maturities of these instruments. No assets were adjusted to their fair values on a nonrecurring basis.

Business and Credit Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains its cash with multiple financial institutions. At times, such amounts may exceed federally insured limits. At December 31, 2025, the Company did not have any accounts in excess of federally insured limits.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures. Accordingly, actual results could materially differ from those estimates.

Risks and Uncertainties

The Company is subject to risks and uncertainties as a result of continuing supply chain issues and rising inflation. Capital markets and economies worldwide have also been negatively impacted, and it has caused economic downturns or recessions in the U.S. and other markets. Such economic disruption could have a material adverse effect on the Company’s business. The ultimate impact on the Company’s operations and financial performance in future periods remains uncertain and will depend on future related developments, which are uncertain and cannot be predicted, but the Company does not anticipate any material impacts to its business, financial condition, results of operations, and/or cash flows in the year ended December 31, 2025.

Recent Accounting Pronouncements

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board (the FASB) or other standard-setting bodies and adopted by the Company as of a specified effective date. Management reviewed all significant recently issued accounting pronouncements and concluded that they are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.

3. Inventories, Net

Inventory, net at December 31, 2025, consisted of the following:

December 31, 2025
Finished goods		$	65,283,435
Inventory reserve			-
Inventories, Net		$	65,283,435

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Lumliq2, LLC

Notes to the Financial Statements

4. Prepaid Expenses and Other Assets

Prepaid expenses and other assets at December 31, 2025, consisted of the following:

December 31, 2025
Prepaid expenses		$	951,763
Other current assets			2,993,222
Prepaid Expenses and Other Assets		$	3,944,985

5. Property and Equipment, Net

Property and equipment, net consist of the following:

December 31, 2025
Leasehold improvements		$	582,719
Furniture, fixtures, and equipment			377,716
Computer hardware and software			614,801
Vehicles			434,260
			2,009,496
Less: accumulated depreciation			(422,147	)
Property and Equipment, Net		$	1,587,349

Depreciation and amortization expense related to property and equipment for the year ended December 31, 2025 was $390,735.

6. Contract Liabilities and Customer Deposits

The opening and closing balances of the Company’s contract liabilities and customer deposits as of December 31, 2025, were as follows:

Balance as of December 31, 2024		$	16,531,926
Decrease			(3,064,088	)
Balance as of December 31, 2025		$	13,467,838

Contract liabilities and customer deposits balance as of December 31, 2024 that was recognized as sales during the year ended December 31, 2025 amounted to $12,476,475.

The remainder of this page intentionally left blank.

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Lumliq2, LLC

Notes to the Financial Statements

7. Accrued Expenses

Accrued expenses at December 31, 2025, consisted of the following:

December 31, 2025
Sales tax payable – U.S.		$	1,412,471
Items received not recorded			2,386,253
Other accrued expenses			2,660,890
Accrued Expenses		$	6,459,614

8. Intercompany Loan

F9 Brands, Inc., parent company of Lumliq 2, LLC, has a secured revolving line of credit for $60,000,000 from Bank of America with availability through October 1, 2026. The Company is a guarantor on this line of credit. In addition to the Company, three brother/sister companies are also guarantors on the F9 Brands line of credit. The interest rate on the revolving line of credit is a rate per year equal to the secured overnight financing rate (SOFR) (Adjusted Periodically) plus 1.80 percentage points and will be adjusted on the first day of every month (the Adjustment Date) and will remain fixed until the next Adjustment Date.

As of December 31, 2025, the F9 Brands line of credit had a balance of $46,500,000 with an interest rate of 5.67%.

9. Leases

Lessee Accounting

Operating leases are included in ROU asset - operating leases, current portion of operating lease liabilities, and operating lease liabilities, net of current on the balance sheet. Finance leases are included in ROU asset - finance leases, current portion of finance obligations, and finance lease obligations, net of current portion on the balance sheet.

Operating and finance lease assets and operating and finance lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. For leases that do not provide an implicit rate, the Company uses an incremental borrowing rate available at the lease commencement date  based on the information available, including lease term, in determining the present value of future payments. The operating lease asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term and reported as selling, general and administrative expense, and financing lease expense is recorded as selling, general and administrative expense and interest expense in the statement of operations.

The Company evaluated its ROU assets for impairment and concluded that no impairment charge was required as of December 31, 2025.

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Lumliq2, LLC

Notes to the Financial Statements

The following table represents the assets and liabilities of the finance and operating leases:

December 31, 2025
Assets
Operating leases	ROU lease assets - operating leases		$	50,130,159
Finance leases	ROU lease assets - finance leases			378,325
Total Lease Assets			$	50,508,484
Liabilities
Current:
Operating	Current portion of operating lease liabilities		$	15,464,346
Finance	Current portion of finance lease obligations			138,702
Non-current:
Operating	Operating lease obligations, net of current portion			34,987,374
Finance	Finance lease obligations, net of current portion			56,856
Total Lease Liabilities			$	50,647,278

Finance lease assets are recorded net of accumulated depreciation of $75,665 as of December 31, 2025.

The components of the Company’s lease cost are as follows:

December 31, 2025
Lease Costs
Finance lease costs:
Amortization of ROU assets	Selling, general and administrative expenses		$	75,665
Interest of lease liabilities	Interest expense			13,924
Operating lease costs	Selling, general and administrative expenses			20,862,539
Total Lease Costs			$	20,952,128

Aggregate payments of lease liabilities subsequent to December 31, 2025 are as follows:

Year ending December 31
		Operating				Finance				Total
2026		$	18,636,060			$	143,274			$	18,779,334
2027			14,159,128				20,319				14,179,447
2028			11,190,503				20,319				11,210,822
2029			7,897,812				20,319				7,918,131
2030			5,426,913				-				5,426,913
Thereafter			1,705,430				-				1,705,430
Total Lease Payments			59,015,846				204,231				59,220,077
Less: imputed interest and interest			8,564,126				8,673				8,572,799
Present Value of Lease Liabilities		$	50,451,720			$	195,558			$	50,647,278

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Lumliq2, LLC

Notes to the Financial Statements

The following table presents the weighted-average remaining lease term and discount rate:

December 31, 2025
Weighted-average remaining lease term - finance lease		1.80 years
Weighted-average remaining lease term - operating lease		4.39 years
Weighted-average discount rate - finance lease			6.15	%
Weighted-average discount rate – operating lease			6.67	%

10. Commitments and Contingencies

Legal Matters

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, such actions will not have a material effect on the Company’s financial condition or results of operations or cash flows.

11. Related Party Transactions

Leased Facilities

In 2025, 62 of the Company’s leases were with a related party owned by the member of the Company. Rent expense from these leases amounted to $4,205,802 for the year ended December 31, 2025.

Accounts Receivable

The Company provides goods sold to related parties in the normal course of business. Amounts due from related parties are included in accounts receivable, net of allowance for credit losses in the accompanying balance sheet. Accounts receivable from related parties totaled $32,933 as of December 31, 2025.

Accounts Payable

The Company purchases goods and/or services from related parties in the normal course of business. Amounts due to related parties are included in accounts payable in the accompanying balance sheet. Accounts payable to related parties totaled $914,290 as of December 31, 2025.

Shared Expenses

The Company shares payroll and benefit costs with related parties in the normal course of business. Amounts due to related parties for shared payroll and benefit costs are included in payroll expense in the accompanying statement of operations. As of December 31, 2025, amounts paid to related parties for shared payroll and benefit costs totaled $5,936,493.

12. Subsequent Events

On April 8, 2026, Bed Bath & Beyond Inc. announced that it has signed a Letter of Intent to acquire the equity interests and substantially all assets of F9 Brands, Inc., which owns and operates Cabinets To Go, Lumber Liquidators, Gracious Home / Thos. Baker, and Southwind Building Products for $150,000,000. The sale is expected to close in August 2026.

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Lumliq2, LLC

Notes to the Financial Statements

Management has evaluated events and transactions that occurred between December 31, 2025 and July 31, 2026, which is the date the financial statements were available to be issued, for possible recognition or disclosure in the financial statements.

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Exhibit 99.3

Lumliq2, LLC

Financial Statements

Quarterly Period Ended June 30, 2026

Lumliq2, LLC

Financial Statements

Quarterly Period June 30, 2026

Lumliq2, LLC

Contents

Financial Statements
Condensed Balance Sheet as of June 30, 2026	4
Condensed Statement of Operations for the Six-Month Period Ended June 30, 2026	5
Statement of Changes in Member’s Equity for the Six-Month Period Ended June 30, 2026	6
Statement of Cash Flows for the Six-Month Period Ended June 30, 2026	7
Notes to the Condensed Financial Statements	8-17

2

Financial Statements

Lumliq2, LLC

Condensed Balance Sheet

(Unaudited)

June 30, 2026
Assets
Current Assets
Cash		$	3,342,214
Accounts receivable, net of allowance for credit losses			434,814
Inventories, net			40,738,191
Prepaid expenses and other assets			1,638,225
Total Current Assets			46,153,444
Property and Equipment, Net			2,599,461
Right-of-Use Assets - Operating Leases			70,326,564
Right-of-Use Assets - Finance Leases			174,884
Security Deposits			204,048
Total Assets		$	119,458,401
Liabilities and Member’s Deficit
Current Liabilities
Accounts payable (including related party payable of $1,324,161)		$	28,890,982
Accrued expenses			7,471,871
Contract liabilities and customer deposits			13,584,682
Current portion of operating lease liabilities			13,721,227
Current portion of finance lease obligations			25,071
Total Current Liabilities			63,693,833
Long-Term Liabilities
Operating lease liabilities, net of current portion			57,084,599
Finance lease obligations, net of current portion			47,809
Total Liabilities			120,826,241
Commitments and Contingencies (Note 9)
Member’s Deficit			(1,367,840	)
Total Liabilities and Member’s Deficit		$	119,458,401

The accompanying notes are an integral part of the condensed financial statements.

4

Lumliq2, LLC

Condensed Statement of Operations

(Unaudited)

Six-month period ended June 30, 2026
Net Sales		$	86,860,386
Cost of Sales			(42,076,380	)
Gross Profit			44,784,006
Operating Expenses
Selling, general and administrative expenses			72,389,477
Total Operating Expenses			72,389,477
Operating Loss			(27,605,471	)
Other Income (Expense)
Other income, net			226,149
Interest expense			(183,258	)
Total Other Income, Net			42,891
Net Loss		$	(27,562,580	)

The accompanying notes are an integral part of the condensed financial statements.

5

Lumliq2, LLC

Condensed Statement of Changes in Member’s Equity

(Unaudited)

		Member’s Contributed Capital				Accumulated Deficit				Total Member’s Equity (Deficit)
Balance, December 31, 2025		$	44,850,713			$	(20,661,404	)		$	24,189,309
Distributions to Member			(4,104,773	)			-				(4,104,773	)
Contributions from Member			6,110,204				-				6,110,204
Net loss			-				(27,562,580	)			(27,562,580	)
Balance, June 30, 2026		$	46,856,144			$	(48,223,984	)		$	(1,367,840	)

The accompanying notes are an integral part of the condensed financial statements.

6

Lumliq2, LLC

Condensed Statement of Cash Flows

(Unaudited)

Six-month period ended June 30, 2026
Cash Flows from Operating Activities
Net loss		$	(27,562,580	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			204,382
Non-cash lease expense			8,915,140
Interest on financing leases			2,953
Gain on fixed asset disposal			(52,897	)
Provision for inventory reserve			950,456
Change in operating assets and liabilities:
Accounts receivable, net of allowance for credit losses			686,661
Prepaid expenses and other assets			2,306,760
Inventories, net			23,594,788
Security deposits			(8,289	)
Operating lease liabilities			(8,757,439	)
Accounts payable			828,170
Accrued expenses			1,012,257
Contract liabilities and customer deposits			116,844
Net Cash Provided by Operating Activities			2,237,206
Cash Flows from Investing Activities
Purchases of property and equipment			(1,169,218	)
Proceeds from sale of property and equipment			209,062
Net Cash Used in Investing Activities			(960,156	)
Cash Flows from Financing Activities
Repayment of principal portion of finance lease liability			(125,631	)
Distributions to Member			(4,104,773	)
Contribution from Member			6,110,204
Net Cash Provided by Financing Activities			1,879,800
Net Increase in Cash Equivalents			3,156,850
Cash, beginning of year			185,364
Cash, end of quarter		$	3,342,214
Supplemental Disclosure of Cash Flows Information
Cash paid during the six-month period ended for:
Interest		$	183,258
Non-cash transactions:
Additions and modifications to right-of-use assets – operating leases			29,111,545

The accompanying notes are an integral part of the condensed financial statements.

7

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

1. Nature of Business

Lumliq2, LLC (the Company) is a retailer specializing in the sale and distribution of residential flooring products and related installation accessories. Established as a limited liability company, the Company operates 200 retail locations across 43 states within the contiguous United States.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with United States of America generally accepted accounting principles (GAAP) for interim financial information. Operating results for the six-month period ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. For further information, refer to the financial statements and footnotes thereto included in the Company’s audited financial statements for the year ended December 31, 2025. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. All material related-party balances and transactions are included and disclosed in these statements.

Liquidity and Management’s Plans

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and settlement of obligations in the normal course of business. The condition regarding the Company financing from related parties, as disclosed in Note 7, and history of negative cash flow from operating activities, creates uncertainty as the Company’s ability to meet its obligations as they come due at least one year and a day post issuance of these financial statements.

Management has evaluated its plans whereby the Parent has committed to providing financial support to the Company to support the operating, investing, and financing activities of the Company though at least one year and a day beyond the report date.

The Company’s ability to continue as a going concern is dependent on the continued financial support of its Parent and the ability to execute its plan.

Accounts Receivable, Net of Allowance for Credit Losses

Trade accounts receivables are reported on the condensed balance sheet at the amount due, adjusted for any allowance for credit losses. The Company provides an allowance for credit losses to reduce trade accounts receivables to their estimated net realizable value equal to the amount expected to be collected. The allowance for credit losses is estimated based on historical collection experience, current regional economic and market conditions, aging of trade accounts receivable, current creditworthiness of customers, and forward-looking information. Allowance for credit loss on accounts receivables as of June 30, 2026 and December 31, 2025 are immaterial. The balance of accounts receivables as of December 31, 2025 was $1,121,475.

8

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Inventory, Net

Inventory is valued at the lower of cost or realizable value, cost being determined using the average cost method. The Company records a reserve for valuation adjustments if the cost of inventory on hand exceeds the amount it expects to realize from the ultimate sale or disposal of the inventory.

The inventory in transit is inventory that the Company has taken possession of at the shipping point. This inventory is in the Company’s possession, on a ship and not yet received in the warehouse. The inventory in-transit amount at June 30, 2026 was $1,821,768. This amount is included in the Inventories, net balance.

Property and Equipment, Net

Property and equipment are stated at cost. The Company depreciates or amortizes its property and equipment utilizing the straight-line method over the following estimated useful lives:

	Estimated Useful Lives (Years)
Leasehold improvements	Lesser of 15 or term of the related lease
Furniture, fixtures, and equipment	5-7
Computer hardware and software	5
Vehicles	3-5

Major renewals and improvements are capitalized, while maintenance and repairs are expensed as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is reflected in statement of operations for the period.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or circumstances indicate the carrying value of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. There was no impairment loss related to long-lived assets during the six-month period ended June 30, 2026.

Sales Taxes

The various states in which the Company operates impose sales tax on certain sales to nonexempt customers. The Company collects that sales tax from customers and remits the entire amount to the appropriate state. The Company accounts for taxes collected from customers on a net basis (excluded from revenue).

Revenue Recognition

The Company accounts for revenue per the requirements of Accounting Standard Update (ASU) 2014‑19, Revenue from Contracts with Customers, as amended (Topic 606).

9

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

The Company recognizes revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the transfer of goods to customers. Revenue is related to the sale of flooring, accessories, and service related to installation. The Company recognizes revenue when the performance obligation is satisfied. Generally, the performance obligation is satisfied at a point in time when control of the goods is transferred to the customer and the Company has no further obligation to provide services related to the goods.

Installation service revenue is recognized when the service has been provided.

The Company requires a 100% deposit/down payment to be made at the time an order is placed for most customers. The amount is recorded within contract liabilities and customer deposits and will remain on the condensed balance sheet until the cabinets are delivered to the customer, at which time the deposit will be recognized into revenue.

Revenues are recorded net of cash discounts as required by ASC 606.

The Company has made the practical expedient election, which allows for accounting for shipping and handling activities associated with the cabinets and counter tops as a fulfillment cost within cost of sales. The Company has also elected for all taxes assessed by government authorities that are imposed on or concurrent with revenue-producing transactions, such as sales, to be excluded from revenue.

Six-month period ended June 30, 2026
Net product sales		$	79,009,725
Net service sales			7,850,661
Total Net Sales		$	86,860,386

There were no contract assets as of June 30, 2026 and December 31, 2025.

Leases

The Company accounts for its leases under the guidance of ASU 2016-02, Leases (codified as Accounting Standards Codification (ASC) 842).

The Company leases vehicles, warehouses, retail stores, and equipment for use in its operations. The Company determines if an arrangement is or contains a lease at inception of the contract. The Company has lease agreements with lease and non-lease components and has elected to not separate lease and non-lease components for all classes of underlying assets.

For leases with a term of 12 months or less, the Company has elected the practical expedient which allows a lessee to elect, by class of underlying asset, not to recognize a right-of-use (ROU) asset or lease liability. Under the new standard, a lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified assets for a period of time in exchange for consideration. For leases with a term of more than 12 months, lessees will need to recognize leases on the condensed balance sheet as an ROU asset and a related lease liability and classify the leases as either operating or finance. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustments, such as initial direct costs.

10

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Advertising

Advertising costs are expensed as incurred in operating expenses. Advertising expense for the six-month period ended June 30, 2026 was $6,409,486.

Income Taxes

The Company was formed on October 1, 2024 as a single member limited liability company. The Company is not a taxable entity for United States federal income tax purposes or for the majority of states that impose an income tax. Taxes on the Company’s net income generally are borne by the member through the allocation of taxable income. The Company’s income tax expense results from franchise and excise tax laws enacted by certain states that apply to entities organized as partnerships.

The Company has no unrecognized tax benefits at June 30, 2026. The Company’s initial return for the period October 1, 2024 through December 31, 2024, was filed under parent S Corporation F9 Brands, Inc.

The Company recognizes deferred income tax assets and liabilities for temporary differences between the relevant basis of its assets and liabilities for financial reporting and tax purposes. The Company records the impact of changes in tax legislation on deferred income tax liabilities and assets in the period the legislation is enacted.

The Company recognizes interest and penalties associated with any tax matters as part of operating expenses and includes any accrued interest and penalties, if any, in accrued expenses on the accompanying condensed balance sheet.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, established a three-level hierarchy for fair value measurements that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The hierarchy level assigned to financial instruments recorded at fair value is based on the Company’s assessment of the transparency and reliability of the inputs used in the valuation of such instrument at the measurement date.

Level 1 – This level consists of quoted prices for identical assets or liabilities in active markets at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The valuation under this approach does not entail a significant degree of judgment.

Level 2 – This level consists of inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The valuation technique for the Company’s Level 2 assets is based on quoted market prices for similar assets from observable pricing sources at the reporting date.

11

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Level 3 – This level consists of unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

The carrying values of cash, accounts receivable, net of allowance for credit losses, prepaid expense and other assets, accounts payable, accrued expenses and contract liabilities and customer deposits approximate fair value due to the short-term maturities of these instruments. No assets were adjusted to their fair values on a nonrecurring basis.

Business and Credit Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains its cash with multiple financial institutions. At times, such amounts may exceed federally insured limits. At June 30, 2026, the Company did not have any accounts in excess of federally insured limits.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures. Accordingly, actual results could materially differ from those estimates.

Risks and Uncertainties

The Company is subject to risks and uncertainties as a result of continuing supply chain issues and rising inflation. Capital markets and economies worldwide have also been negatively impacted, and it has caused economic downturns or recessions in the U.S. and other markets. Such economic disruption could have a material adverse effect on the Company’s business. The ultimate impact on the Company’s operations and financial performance in future periods remains uncertain and will depend on future related developments, which are uncertain and cannot be predicted, but the Company does not anticipate any material impacts to its business, financial condition, results of operations, and/or cash flows in the six-month period ended June 30, 2026.

Recent Accounting Pronouncements

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board (the FASB) or other standard-setting bodies and adopted by the Company as of a specified effective date. Management reviewed all significant recently issued accounting pronouncements and concluded that they are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.

12

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

3. Inventories, Net

Inventory at June 30, 2026, consisted of the following:

June 30, 2026
Finished goods		$	41,688,647
Inventory reserve			(950,456	)
Inventories, Net		$	40,738,191

4. Property and Equipment, Net

Property and equipment, net consist of the following:

June 30, 2026
Leasehold improvements		$	1,566,429
Furniture, fixtures, and equipment			541,892
Computer hardware and software			636,084
Vehicles			428,688
			3,173,093
Less: accumulated depreciation			(573,632	)
Property and Equipment, Net		$	2,599,461

Depreciation and amortization expense related to property and equipment for the six-month period ended June 30, 2026 was $204,382.

5. Contract Liabilities and Customer Deposits

The opening and closing balances of the Company’s contract liabilities and customer deposits as of June 30, 2026, were as follows:

		Contract Liability, Customer Deposits
Balance, December 31, 2025		$	13,467,838
Increase			116,844
Balance, June 30, 2026		$	13,584,682

Contract liabilities and customer deposits balance as of December 31, 2025 that was recognized as sales during the six-month period ended June 30, 2026 amounted to $11,943,427.

13

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

6. Accrued Expenses

Accrued expenses at June 30, 2026, consisted of the following:

June 30, 2026
Accrued payroll		$	4,061,756
Other accrued expenses			3,410,115
Accrued Expenses		$	7,471,871

7. Intercompany Loan

F9 Brands, Inc., parent company of Lumliq 2, LLC, has a secured revolving line of credit for $56,010,000 from Bank of America with availability through October 1, 2026. The Company is a guarantor on this line of credit. In addition to the Company, three brother/sister companies are also guarantors on the F9 Brands line of credit. The interest rate on the revolving line of credit is a rate per year equal to the secured overnight financing rate (SOFR) (Adjusted Periodically) plus 1.80 percentage points and will be adjusted on the first day of every month (the Adjustment Date) and will remain fixed until the next Adjustment Date.

As of June 30, 2026, the F9 Brands line of credit had a balance of $41,500,000 with an interest rate of 5.48%.

8. Leases

Lessee Accounting

Operating leases are included in ROU asset - operating leases, current portion of operating lease liabilities, and operating lease liabilities, net of current on the condensed balance sheet. Finance leases are included in ROU asset - finance leases, current portion of finance obligations, and finance lease obligations, net of current portion on the condensed balance sheet.

Operating and finance lease assets and operating and finance lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. For leases that do not provide an implicit rate, the Company uses an incremental borrowing rate available at the lease commencement date based on the information available, including lease term, in determining the present value of future payments. The operating lease asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term and reported as selling, general and administrative expense, and financing lease expense is recorded as selling, general and administrative expense and interest expense in the condensed statement of operations.

The Company evaluated its ROU assets for impairment and concluded that no impairment charge was required as of June 30, 2026.

14

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

The following table represents the assets and liabilities of the finance and operating leases:

June 30, 2026
Assets
Operating leases	ROU lease assets - operating leases		$	70,326,564
Finance leases	ROU lease assets - finance leases			174,884
Total Lease Assets			$	70,501,448
Liabilities
Current:
Operating	Current portion of operating lease liabilities		$	13,721,227
Finance	Current portion of finance lease obligations			25,071
Non-current:
Operating	Operating lease obligations, net of current portion			57,084,599
Finance	Finance lease obligations, net of current portion			47,809
Total Lease Liabilities			$	70,878,706

Finance lease assets are recorded net of accumulated depreciation of $99,513 as of June 30, 2026.

The components of the Company’s lease cost are as follows:

June 30, 2026
Lease Costs
Finance lease costs:
Amortization of ROU assets	Selling, general and administrative expenses		$	23,848
Interest of lease liabilities	Interest expense			2,953
Operating lease costs	Selling, general and administrative expenses			10,331,010
Total Lease Costs			$	10,343,982

Aggregate payments of lease liabilities subsequent to June 30, 2026 are as follows:

Year ending December 31
		Operating				Finance				Total
2026		$	9,121,784			$	17,475			$	9,139,259
2027			16,592,585				20,319				16,612,904
2028			13,783,678				20,319				13,803,997
2029			10,636,230				20,319				10,656,549
2030			8,523,263				-				8,523,263
Thereafter			31,626,171				-				31,626,171
Total Lease Payments			90,283,711				78,432				90,362,143
Less: imputed interest and interest			(19,477,885	)			(5,552	)			(19,483,437	)
Present Value of Lease Liabilities		$	70,805,826			$	72,880			$	70,878,706

15

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

The following table presents the weighted-average remaining lease term and discount rate:

June 30, 2026
Weighted-average remaining lease term - finance lease		3.10 years
Weighted-average remaining lease term - operating lease		7.84 years
Weighted-average discount rate - finance lease			6.15	%
Weighted-average discount rate – operating lease			6.47	%

9. Commitments and Contingencies

Legal Matters

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, such actions will not have a material effect on the Company’s financial condition or results of operations or cash flows.

10. Related Party Transactions

Leased Facilities

In 2026, 62 of the Company’s leases were with a related party owned by the member of the Company. Rent expense from these leases amounted to $2,147,792 for the six-month period ended June 30, 2026.

Accounts Receivable

The Company provides goods sold to related parties in the normal course of business. Amounts due from related parties are included in accounts receivable, net of allowance for credit losses in the accompanying condensed balance sheet. There were no accounts receivable from related parties at June 30, 2026.

Accounts Payable

The Company purchases goods and/or services from related parties in the normal course of business. Amounts due to related parties are included in accounts payable in the accompanying condensed balance sheet. Accounts payable to related parties totaled $1,324,161 at June 30, 2026.

Shared Expenses

The Company shares payroll and benefit costs with related parties in the normal course of business. Amounts due to related parties for shared payroll and benefit costs are included in payroll expense in the accompanying condensed statement of operations. As of June 30, 2026, amounts paid to related parties for shared payroll and benefit costs totaled $2,713,401.

11. Subsequent Events

On April 8, 2026, Bed Bath & Beyond, Inc. announced that it has signed a Letter of Intent to acquire the equity interests and substantially all assets of F9 Brands, Inc., which owns and operates Cabinets To Go, Lumber Liquidators, Gracious Home / Thos. Baker, and Southwind Building Products for $150,000,000. The sale is expected to close in August 2026.

16

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Management has evaluated events and transactions that occurred between June 30, 2026 and July 31, 2026, which is the date the financial statements were available to be issued, for possible recognition or disclosure in the financial statements.

17

Exhibit 99.4

Cabinets To Go, LLC

Financial Statements

Year Ended December 31, 2025

Cabinets To Go, LLC

Financial Statements

Year Ended December 31, 2025

Cabinets To Go, LLC

Contents

Independent Auditor’s Report	3-4
Financial Statements
Balance Sheet as of December 31, 2025	6
Statement of Operations for the Year Ended December 31, 2025	7
Statement of Changes in Member’s Deficit for the Year Ended December 31, 2025	8
Statement of Cash Flows for the Year Ended December 31, 2025	9
Notes to Condensed Financial Statements	10-19

2

Independent Auditor’s Report

The Member

Cabinets To Go, LLC

Lawrenceburg, Tennessee

Opinion

We have audited the financial statements of Cabinets To Go, LLC (the Company), which comprise the balance sheet as of December 31, 2025, the related statements of operations, changes in member’s deficit and cash flows for the year then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

As described in Note 2 to the financial statements, the parent company, F9 Brands, Inc., has agreed to support the operating, investing, and financing activities of the Company through at least one year and a day beyond the report date. Our opinion is not modified with respect to these matters.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.

3

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment of a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ BDO USA, P.C.

March 17, 2026, except for the use of the incremental borrowing rate in accounting for leases described in Note 9 as to which the date is July 31, 2026

4

Financial Statements

Cabinets To Go, LLC

Balance Sheet

December 31, 2025
Assets
Current Assets
Cash		$	573,859
Accounts receivable, net of allowance for credit losses (including related party receivable of $700,204)			5,977,809
Inventories, net			31,145,255
Deposits on inventory			3,687,594
Prepaid expenses and other assets			4,020,114
Total Current Assets			45,404,631
Property and Equipment, Net			4,985,242
Right-of-Use Assets - Operating Leases			24,108,476
Right-of-Use Assets - Finance Leases			367,813
Security Deposits			1,855
Total Assets		$	74,868,017
Liabilities and Member’s Deficit
Current Liabilities
Accounts payable (including related party payable of $2,072,918)		$	5,378,742
Accrued expenses			8,322,197
Bank overdraft			1,705,387
Contract liabilities and customer deposits			15,830,427
Line of credit			46,500,000
Current portion of operating lease liabilities			10,032,558
Current portion of finance lease obligations			182,339
Total Current Liabilities			87,951,650
Long-Term Liabilities
Finance lease obligations, net of current portion			194,694
Operating lease liabilities, net of current portion			14,075,918
Total Liabilities			102,222,262
Commitments and Contingencies (Note 10)
Member’s Deficit			(27,354,245	)
Total Liabilities and Member’s Deficit		$	74,868,017

The accompanying notes are an integral part of the financial statements.

6

Cabinets To Go, LLC

Statement of Operations

Year ended December 31, 2025
Net Product Sales		$	167,180,388
Net Service Sales			22,919,821
Total Net Sales			190,100,209
Cost of Sales – Product Sales			58,634,669
Cost of Sales – Service Sales			19,016,885
Total Cost of Sales			77,651,554
Gross Profit			112,448,655
Operating Expenses
Selling, general and administrative expenses			110,213,759
Amortization expense			9,869
Total Operating Expenses			110,223,628
Operating Income			2,225,027
Other Income (Expense)
Interest expense			(3,022,493	)
Interest income			2,940,129
Other income, net			1,393,430
Total Other Income, Net			1,311,066
Income before state income tax			3,536,093
State Income Tax Expense			208,560
Net Income		$	3,327,533

The accompanying notes are an integral part of the financial statements.

7

Cabinets To Go, LLC

Statement of Changes in Member’s Deficit

		Member’s Equity (Deficit)				Accumulated Earnings				Total Member’s Equity (Deficit)
Balance, December 31, 2024		$	(49,548,097	)		$	28,078,071			$	(21,470,026	)
Distributions to Member			(29,753,218	)			-				(29,753,218	)
Contribution			20,541,466				-				20,541,466
Net loss			-				3,327,533				3,327,533
Balance, December 31, 2025		$	(58,759,849	)		$	31,405,604			$	(27,354,245	)

The accompanying notes are an integral part of the financial statements.

8

Cabinets To Go, LLC

Statement of Cash Flows

Year ended December 31, 2025
Cash Flows from Operating Activities
Net Income		$	3,327,533
Adjustments to reconcile net income to net cash provided in operating activities:
Depreciation and amortization			1,414,099
Recovery on inventory reserve			(15,349	)
Non-cash lease expense			8,565,738
Interest on financing leases			20,462
Gain on fixed asset disposal			(17,807	)
Change in operating assets and liabilities:
Accounts receivable, net of allowance for credit losses			(3,676,278	)
Prepaid expenses and other assets			417,476
Inventories, net			4,546,991
Deposits on inventory			381,918
Security deposits			192
Operating lease liabilities			(8,565,738	)
Accounts payable			(573,023	)
Accrued expenses			(1,951,887	)
Bank overdraft			1,705,387
Contract liabilities and customer deposits			(2,293,270	)
Net Cash Provided by Operating Activities			3,286,444
Cash Flows from Investing Activities
Purchases of property and equipment			(337,009	)
Proceeds from sale of property, plant, and equipment			14,325
Net Cash Used in Investing Activities			(322,684	)
Cash Flows from Financing Activities
Proceeds from line of credit			23,000,000
Repayment of line of credit			(16,500,000	)
Repayment of principal portion of finance lease liability			(262,850	)
Contribution from Member			20,541,466
Distribution to Member			(29,753,218	)
Net Cash Used in Financing Activities			(2,974,602	)
Net Decrease in Cash			(10,842	)
Cash, beginning of year			584,701
Cash, end of year		$	573,859
Supplemental Disclosure of Cash Flows Information
Cash paid during the year for:
Interest		$	3,022,493
State income taxes, net of refunds			208,560
Non-cash transactions:
Modifications to Right-of-Use Assets - operating leases			8,701,738

The accompanying notes are an integral part of the financial statements.

9

Cabinets To Go, LLC

Notes to the Financial Statements

1. Nature of Business

Cabinets To Go, LLC (the Company) (a Limited Liability Company) is a retailer of kitchen cabinets, bathroom vanities, and fixtures with 105 retail locations in 39 states including Alabama, Arkansas, Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Massachusetts, Maryland, Maine, Michigan, Minnesota, Missouri, Nevada, Nebraska, North Carolina, New Hampshire, New Jersey, New Mexico, New York, Oregon, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Virginia, Washington, and Wisconsin.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with United States of America generally accepted accounting principles (GAAP). In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. All material related-party balances and transactions are included and disclosed in these statements.

Liquidity and Management’s Plans

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and settlement of obligations in the normal course of business. The condition regarding the Company not having extended the due date of the line of credit, Note 8, and the line of credit classified as current, creates uncertainty as to the Company’s ability to meet its obligations as they come due within at least one year and a day post issuance of these financial statements.

Management has evaluated its plans whereby the Parent has committed to provide financial support to the Company to support the operating, investing, and financing activities of the Company through at least one year and a day beyond the report date. Further management notes the line of credit has been in place since August 2022 and has successfully renewed the line of credit with the lender three consecutive years.

The Company’s ability to continue as a going concern is dependent on the continued financial support of its Parent and the ability to execute its plan.

Accounts Receivable, Net of Allowance for Credit Losses

Trade accounts receivables are reported on the balance sheet at the amount due, adjusted for any allowance for credit losses. The Company provides an allowance for credit losses to reduce trade accounts receivables to their estimated net realizable value equal to the amount expected to be collected. The allowance for credit losses is estimated based on historical collection experience, current regional economic and market conditions, aging of trade accounts receivable, current creditworthiness of customers, and forward-looking information. Allowance for credit loss on accounts receivables as of December 31, 2025 and 2024 are immaterial. The balance of accounts receivables as of December 31, 2024 was $2,301,531.

10

Cabinets To Go, LLC

Notes to the Financial Statements

Inventory, Net

Inventory is valued at the lower of cost or realizable value, cost being determined using the average cost method. The Company records a reserve for valuation adjustments if the cost of inventory on hand exceeds the amount it expects to realize from the ultimate sale or disposal of the inventory.

The inventory in transit is inventory that the Company has taken possession of at the shipping point. This inventory is in the Company’s possession, on a ship and not yet received to the warehouse. The in-transit amount is $2,777,433 at December 31, 2025. This amount is included in inventory, net on the balance sheet.

Property and Equipment, Net

Property and equipment are stated at cost. The Company depreciates or amortizes its property and equipment utilizing the straight-line method over the following estimated useful lives:

Asset category	Estimated Useful Lives (Years)
Leasehold improvements	Lesser of 15 or term of the related lease
Furniture, fixtures and equipment	5-7
Computer hardware and software	5
Vehicles	3-5

Major renewals and improvements are capitalized, while maintenance and repairs are expensed as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is reflected in operations for the period.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or circumstances indicate the carrying value of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. There was no impairment loss related to long‑lived assets during the year ended December 31, 2025.

Sales Taxes

The various states in which the Company operates impose sales tax on certain sales to nonexempt customers. The Company collects that sales tax from customers and remits the entire amount to the appropriate state. The Company accounts for taxes collected from customers on a net basis (excluded from revenue).

Revenue Recognition

The Company accounts for revenue per the requirements of Accounting Standard Update (ASU) 2014‑19, Revenue from Contracts with Customers, as amended (Topic 606).

11

Cabinets To Go, LLC

Notes to the Financial Statements

The Company recognizes revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the transfer of goods to customers. Revenue is related to the sale of kitchen and bathroom cabinets, counter tops and service related to installation. The Company recognizes revenue when the performance obligation is satisfied. Generally, the performance obligation is satisfied at a point in time when control of the goods is transferred to the customer and the Company has no further obligation to provide services related to the goods.

Installation service revenue is recognized when the service has been provided.

The Company requires a 100% deposit/down payment to be made at the time an order is placed for most customers. The amount is recorded within contract liabilities and customer deposits and will remain on the balance sheet until the cabinets are delivered to the customer, at which time the deposit will be recognized into revenue.

Revenues are recorded net of cash discounts as required by ASC 606.

The Company has made the practical expedient election, which allows for accounting for shipping and handling activities associated with the cabinets and counter tops as a fulfillment cost within cost of sales. The Company has also elected for all taxes assessed by government authorities that are imposed on or concurrent with revenue-producing transactions, such as sales, to be excluded from revenue.

There were no contract assets as of December 31, 2025 and 2024.

Leases

In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, Leases (codified as Accounting Standards Codification (ASC) 842), related to lease accounting. The Company elected the bundled practical expedients under which:

• Any expired contracts need not be reassessed to determine whether they are or contain leases.

• Leases that have commenced prior to the adoption of the new lease accounting standard will not be reassessed under the new guidance.

• Any initial direct costs for existing leases need not be reassessed.

For leases with a term of 12 months or less, the Company has elected the practical expedient which allows a lessee to elect, by class of underlying asset, not to recognize a right-of-use (ROU) asset or lease liability. Under the new standard, a lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified assets for a period of time in exchange for consideration. For leases with a term of more than 12 months, lessees will need to recognize leases on the balance sheet as a ROU asset and a related lease liability and classify the leases as either operating or finance. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustments, such as initial direct costs.

Advertising

Advertising costs are expensed as incurred in operating expenses. Advertising expense for the year ended December 31, 2025 was $16,266,224.

12

Cabinets To Go, LLC

Notes to the Financial Statements

Income Taxes

The Company was formed as a limited liability company electing under the Internal Revenue Code and state statutes to be taxed as a partnership. Effective January 1, 2019, as part of a tax restructuring, 100% of the membership interest of the Company was contributed to a newly formed S Corporation, and the Company is a disregarded entity participating in the overall S Corporation return of its parent. In lieu of federal and state income taxes, the members of an S Corporation are taxed individually on their proportionate share of the Company’s taxable income. Certain states, including California and Texas, continue to impose income taxes at the entity level rather than as a pass-through. Such state income taxes have been included in the statement of operations.

The Company has no unrecognized tax benefits at December 31, 2025. The Company’s federal income tax returns prior to the 2020 fiscal year and state income tax returns prior to the 2020 fiscal year are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

The Company recognizes interest and penalties associated with any tax matters as part of operating expenses and includes accrued interest and penalties, if any, in accrued expenses on the accompanying balance sheet.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, established a three-level hierarchy for fair value measurements that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The hierarchy level assigned to financial instruments recorded at fair value is based on the Company’s assessment of the transparency and reliability of the inputs used in the valuation of such instrument at the measurement date.

Level 1 – This level consists of quoted prices for identical assets or liabilities in active markets at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The valuation under this approach does not entail a significant degree of judgment.

Level 2 – This level consists of inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The valuation technique for the Company’s Level 2 assets is based on quoted market prices for similar assets from observable pricing sources at the reporting date.

Level 3 – This level consists of unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

13

Cabinets To Go, LLC

Notes to the Financial Statements

The carrying values of cash, accounts receivable, net of allowance for credit losses, prepaid expense and other assets, accounts payable, accrued expenses, contract liabilities and customer deposits approximate fair value due to the short-term maturities of these instruments. No assets were adjusted to their fair values on a nonrecurring basis.

Business and Credit Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains its cash with multiple financial institutions. At times, such amounts may exceed federally insured limits. At December 31, 2025, the Company did not have any accounts in excess of federally insured limits.

For the year ended December 31, 2025, the Company purchased 27% of its inventory from one vendor.

Use of Estimates

The preparation of financial statement in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures. Accordingly, actual results could materially differ from those estimates.

Risks and Uncertainties

The Company is subject to risks and uncertainties as a result of continuing supply chain issues and rising inflation. Capital markets and economies worldwide have also been negatively impacted, and it has caused economic downturns or recessions in the U.S. and other markets. Such economic disruption could have a material adverse effect on the Company’s business. The ultimate impact on the Company’s operations and financial performance in future periods remains uncertain and will depend on future related developments, which are uncertain and cannot be predicted, but the Company does not anticipate any material impacts to its business, financial condition, results of operations and/or cash flows in the fiscal year ending December 31, 2025.

Recent Accounting Pronouncements

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board (the FASB) or other standard-setting bodies and adopted by the Company as of a specified effective date. Management reviewed all significant recently issued accounting pronouncements and concluded that they are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.

3. Inventories, Net

Inventory, net consisted of the following:

December 31, 2025
Finished goods		$	32,855,807
Inventory reserve			(1,710,552	)
Inventories, Net		$	31,145,255

14

Cabinets To Go, LLC

Notes to the Financial Statements

4. Prepaid Expenses and Other Assets

Prepaid expenses and other assets consisted of the following:

December 31, 2025
Prepaid expenses		$	1,861,479
Other current assets			2,158,635
Prepaid Expenses and Other Assets		$	4,020,114

5. Property and Equipment, Net

Property and equipment, net consist of the following:

December 31, 2025
Leasehold improvements		$	9,696,776
Furniture, fixtures, and equipment			4,850,790
Computer hardware and software			3,202,748
Vehicles			3,572,002
			21,322,316
Less: accumulated depreciation			(16,337,074	)
Property and Equipment, Net		$	4,985,242

Depreciation and amortization expense related to property and equipment for the year ended December 31, 2025 was $1,404,230.

6. Contract Liabilities and Customer Deposits

The opening and closing balances of the Company’s contract liabilities and customer deposits were as follows:

Balance, December 31, 2024		$	18,123,697
Decrease			(2,293,270	)
Balance, December 31, 2025		$	15,830,427

Contract liabilities and customer deposits balance as of December 31, 2024 that was recognized as sales during the year ended December 31, 2025 amount to $14,576,232.

15

Cabinets To Go, LLC

Notes to the Financial Statements

7. Accrued Expenses

Accrued expenses at December 31, 2025, consisted of the following:

December 31, 2025
Sales tax payable		$	700,420
Accrued payroll			1,400,982
Items received with no invoice received			3,786,016
Other accrued expenses			2,434,779
Accrued Expenses		$	8,322,197

8. Credit Facilities

Line of Credit

On August 31, 2022, F9 Brands, Inc., parent company of Cabinets To Go, LLC, obtained a secured revolving line of credit for $20,000,000 from Bank of America with availability through August 30, 2023. F9 Brands, a related party, allowed the Company to borrow funds on this line of credit for business expansion. The line of credit was amended on August 30, 2023, to increase the credit limit to $60,000,000 and to extend availability through August 30, 2024, and to name the Company as guarantor on the line of credit. The facility was subsequently amended on August 22, 2024 to extend the maturity date to August 22, 2025, and on August 5, 2025 to extend the maturity date to October 1, 2026. In addition to the Company, three brother/sister companies are also guarantors on the F9 Brands line of credit. The interest rate on the revolving line of credit is a rate per year equal to the secured overnight financing rate (SOFR) (Adjusted Periodically) plus 1.80 percentage points and will be adjusted on the first day of every month (the Adjustment Date) and will remain fixed until the next Adjustment Date.

As of December 31, 2025, the F9 Brands line of credit had a balance of $46,500,000 with an interest rate of 5.67%.

9. Leases

Lessee Accounting

The Company leases vehicles, warehouses, retail stores, and equipment for use in its operations. The Company determines if an arrangement is or contains a lease at inception of the contract. The Company has lease agreements with lease and non-lease components and has elected to not separate lease and non-lease components for all classes of underlying assets. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Leases with initial terms in excess of 12 months are recorded as either operating or financing leases in the balance sheet.

Operating leases are included in ROU asset - operating leases, current portion of operating lease liabilities, and operating lease liabilities net of current portion on the balance sheet. Finance leases are included in ROU asset - finance leases, current portion of finance lease liabilities, and finance lease liabilities, net of current portion on the balance sheet.

16

Cabinets To Go, LLC

Notes to the Financial Statements

Operating and finance lease assets and operating and finance lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. For leases that do not provide an implicit rate, the Company uses an incremental borrowing rate available at the lease commencement date based on the information available, including lease term, in determining the present value of future payments. The operating lease asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term and reported in selling, general and administrative expense, and financing lease expense is recorded as selling, general and administrative expense and interest expense in the statement of operations.

The following table represents the assets and liabilities of the finance and operating leases:

December 31, 2025
Assets
Operating leases	ROU assets – operating leases		$	24,108,476
Finance leases	ROU assets - finance leases			367,813
Total Lease Assets			$	24,476,289
Liabilities
Current:
Operating	Current portion of operating lease liabilities liabilities – current		$	10,032,558
Finance	Current portion of finance lease			182,339
Non-current:
Operating	Operating lease liabilities – net of current portion			14,075,918
Finance	Finance lease liabilities – net of current portion			194,694
Total Lease Liabilities			$	24,485,509

Finance lease assets are recorded net of accumulated depreciation of $929,551 as of December 31, 2025.

The components of the Company’s lease cost are as follows:

December 31, 2025
Lease Costs
Finance lease costs:
Amortization of ROU assets	Selling, general and administrative expenses		$	235,310
Interest of lease liabilities	Interest expense			20,462
Operating lease costs	Selling, general and administrative expenses			10,221,007
Total Lease Costs			$	10,476,779

17

Cabinets To Go, LLC

Notes to the Financial Statements

Aggregate payments of lease liabilities subsequent to December 31, 2025 are as follows:

Year ending December 31
		Operating				Finance				Total
2026		$	10,032,558			$	194,858			$	10,227,416
2027			7,197,225				136,970				7,334,195
2028			4,497,094				55,290				4,552,384
2029			3,111,766				10,377				3,122,143
2030			1,224,434				-				1,224,434
2031			-				-				-
Thereafter			-				-				-
Total Lease Payments			26,063,077				397,495				26,460,572
Less: imputed interest and interest			(1,954,601	)			(20,462	)			(1,975,063	)
Present Value of Lease Liabilities		$	24,108,476			$	377,033			$	24,485,509

The following table presents the weighted-average remaining lease term and discount rate:

December 31, 2025
Weighted-average remaining lease term - finance lease		1.95 years
Weighted-average remaining lease term - operating lease		3.15 years
Weighted-average discount rate - finance lease			4.09	%
Weighted-average discount rate – operating lease			4.54	%

10. Commitments and Contingencies

Legal Matters

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, such actions will not have a material effect on the Company’s financial condition or results of operations or cash flows.

11. Related Party Transactions

Leased Facilities

In 2025, all of the Company’s leases were with a related party owned by the member of the Company. Rent expense from these leases amounted to $10,221,007 for the year ended December 31, 2025.

Loans from Member

The Company obtained a line of credit through a related party during 2023 (see Note 8).

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Cabinets To Go, LLC

Notes to the Financial Statements

Interest Expense

The Company incurred $3,022,493 in interest expense on the line of credit for the year, which was offset by a sister entity’s interest income paid to the Company of $2,940,129.

Accounts Receivable

The Company provides goods sold to related parties in the normal course of business. Amounts due from related parties are included in accounts receivable in the accompanying balance sheet. Accounts receivable from related parties totaled $700,204 as of December 31, 2025.

Accounts Payable

The Company purchases goods and/or services from related parties in the normal course of business. Amounts due to related parties are included in accounts payable in the accompanying balance sheet. Accounts payable to related parties totaled $2,072,918 as of December 31, 2025.

12. Subsequent Events

On April 8, 2026, Bed Bath & Beyond announced that it has signed a Letter of Intent to acquire the equity interests and substantially all assets of F9 Brands, Inc., which owns and operates Cabinets To Go, Lumber Liquidators, Gracious Home / Thos. Baker, and Southwind Building Products for $150,000,000. The sale is expected to close in August 2026.

Management has evaluated events and transactions that occurred between December 31, 2025 and July 31, 2026, which is the date the financial statements were available to be issued, for possible recognition or disclosure in the financial statements.

19

Exhibit 99.5

Cabinets To Go, LLC

Condensed Financial Statements

Quarterly Period Ended June 30, 2026

Cabinets To Go, LLC

Condensed Financial Statements

Quarterly Period June 30, 2026

Cabinets To Go, LLC

Contents

Condensed Financial Statements

Condensed Balance Sheet as of June 30, 2026	4
Condensed Statement of Operations for the Six-Months Ended June 30, 2026	5
Condensed Statement of Changes in Member’s Deficit for the Six-Months Ended June 30, 2026	6
Condensed Statement of Cash Flows for the Six-Months Ended June 30, 2026	7
Notes to Condensed Financial Statements	8-17

2

Financial Statements

3

Cabinets To Go, LLC

Condensed Balance Sheet

(Unaudited)

June 30, 2026
Assets
Current Assets
Cash		$	2,856,126
Accounts receivable, net of allowance for credit losses (including related party receivable of $1,324,285)			6,026,453
Inventories, net			25,943,740
Deposits on inventory			1,113,893
Prepaid expenses and other assets			4,271,853
Total Current Assets			40,212,065
Property and Equipment, Net			4,900,307
Right-of-Use Assets - Operating Leases			37,209,494
Right-of-Use Assets - Finance Leases			271,281
Security Deposits			1,856
Total Assets		$	82,595,003
Liabilities and Member’s Deficit
Current Liabilities
Accounts payable (including related party payable of $911,620)		$	4,736,992
Accrued expenses			13,141,891
Contract liabilities and customer deposits			14,767,414
Line of credit			41,500,000
Current portion of operating lease liabilities			9,055,906
Current portion of finance lease obligations			182,350
Total Current Liabilities			83,384,553
Long-Term Liabilities
Finance lease obligations, net of current portion			96,253
Operating lease liabilities, net of current portion			28,577,987
Total Liabilities			112,058,793
Commitments and Contingencies (Note 10)
Member’s Deficit			(29,463,790	)
Total Liabilities and Member’s Deficit		$	82,595,003

The accompanying notes are an integral part of
the condensed financial statements.

4

Cabinets To Go, LLC

Condensed Statement of Operations

(Unaudited)

Six-months ended June 30, 2026
Net Product Sales		$	71,614,561
Net Service Sales			8,632,386
Total Net Sales			80,246,947
Cost of Sales - Product			22,938,329
Cost of Sales – Service			7,095,349
Total Cost of Sales			30,033,678
Gross Profit			50,213,269
Operating Expenses
Selling, general and administrative expenses			60,416,137
Total Operating Expenses			60,416,137
Operating Loss			(10,202,868	)
Other Income (Expense)
Interest expense			(1,658,185	)
Interest income			15
Other income, net			495,949
Total Other Expense, Net			(1,162,221	)
Loss, before state income tax			(11,365,089	)
State Income Tax Expense			(126,790	)
Net Loss		$	(11,491,879	)

The accompanying notes are an integral part of
the condensed financial statements.

5

Cabinets To Go, LLC

Condensed Statement of Changes in Member’s Deficit

(Unaudited)

		Member’s Equity (Deficit)				Accumulated Earnings				Total Member’s Equity (Deficit)
Balance, December 31, 2025		$	(58,759,849	)		$	31,405,604			$	(27,354,245	)
Distributions to Member			9,580,678								9,580,678
Contribution from Member			(198,345	)			-				(198,345	)
Net loss			-				(11,491,879	)			(11,491,879	)
Balance, June 30, 2026		$	(49,377,516	)		$	19,913,725			$	(29,463,791	)

The accompanying notes are an integral part of
the condensed financial statements.

6

Cabinets To Go, LLC

Condensed Statement of Cash Flows

(Unaudited)

Six-months ended June 30, 2026
Cash Flows from Operating Activities
Net Loss		$	(11,491,879	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			599,704
Provision for inventory reserve			79,519
Non-cash lease expense			8,166,706
Interest on financing leases			7,171
Change in operating assets and liabilities:
Accounts receivable, net of allowance for credit losses			(48,644	)
Prepaid expenses and other assets			(251,739	)
Inventories, net			5,121,996
Deposits on inventory			2,573,701
Security deposits			(1	)
Operating lease liabilities			(7,742,327	)
Accounts payable			(641,749	)
Accrued expenses			3,114,307
Contract liabilities and customer deposits			(1,063,013	)
Net Cash Used in Operating Activities			(1,576,248	)
Cash Flows from Investing Activities
Purchases of property and equipment			(418,217	)
Net Cash Used in Investing Activities			(418,217	)
Cash Flows from Financing Activities
Repayment of line of credit			(5,000,000	)
Repayment of principal portion of finance lease liability			(105,601	)
Contribution from Member			9,580,678
Distributions to Member			(198,345	)
Net Cash Provided by Financing Activities			4,276,732
Net Increase in Cash			2,282,267
Cash, beginning of year			573,859
Cash, end of quarter		$	2,856,126
Supplemental Disclosure of Cash Flows Information
Cash paid during the six-months ended for:
Interest		$	1,658,185
State income taxes, net of refunds			126,790
Non-cash transactions:
Additions to Right-of-Use Assets – operating leases			17,525,246
Modifications to Right-of-Use Assets - operating leases			6,685,600
Disposals of Right-of-Use Assets - operating leases			(2,943,122	)

The accompanying notes are an integral part of
the condensed financial statements.

7

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

1. Nature of Business

Cabinets To Go, LLC (the Company) (a Limited Liability Company) is a retailer of kitchen cabinets, bathroom vanities, and fixtures with 105 retail locations in 39 states including Alabama, Arkansas, Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Massachusetts, Maryland, Maine, Michigan, Minnesota, Missouri, Nevada, Nebraska, North Carolina, New Hampshire, New Jersey, New Mexico, New York, Oregon, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Virginia, Washington, and Wisconsin.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with United States of America generally accepted accounting principles (GAAP) for interim financial information. Operating results for the six-months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. For further information, refer to the financial statements and footnotes thereto included in the Company’s audited financial statements for the year ended December 31, 2025. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. All material related-party balances and transactions are included and disclosed in these statements.

Liquidity and Management’s Plans

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and settlement of obligations in the normal course of business. The condition regarding the Company not having extended the due date of the line of credit, Note 8 and the line of credit classified as current, creates uncertainty as to the Company’s ability to meet its obligations as they come due within at least one year and a day post issuance of these financial statements.

Management has evaluated its plans whereby the Parent has committed to providing financial support to the Company to support the operating, investing, and financing activities of the Company through at least one year and a day beyond the report date.

The Company’s ability to continue as a going concern is dependent on the continued financial support of its Parent and the ability to execute its plan.

Accounts Receivable, Net of Allowance for Credit Losses

Trade accounts receivables are reported on the balance sheet at the amount due, adjusted for any allowance for credit losses. The Company provides an allowance for credit losses to reduce trade accounts receivables to their estimated net realizable value equal to the amount expected to be collected. The allowance for credit losses is estimated based on historical collection experience, current regional economic and market conditions, aging of trade accounts receivable, current creditworthiness of customers, and forward-looking information. Allowance for credit loss on accounts receivables as of June 30, 2026 and December 31, 2025 are immaterial. The balance of accounts receivables as of December 31, 2025 was $5,977,809.

8

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Inventory, Net

Inventory is valued at the lower of cost or realizable value, cost being determined using the average cost method. The Company records a reserve for valuation adjustments if the cost of inventory on hand exceeds the amount it expects to realize from the ultimate sale or disposal of the inventory.

The inventory in transit is inventory that the Company has taken possession of at the shipping point. This inventory is in the Company’s possession, on a ship and not yet received to the warehouse. The in-transit amount is $1,707,656 at June 30, 2026. This amount is included in the inventory, net on the condensed balance sheet.

Property and Equipment, Net

Property and equipment are stated at cost. The Company depreciates or amortizes its property and equipment utilizing the straight-line method over the following estimated useful lives:

Asset category	Estimated Useful Lives (Years)
Leasehold improvements	Lesser of 15 or term of the related lease
Furniture, fixtures and equipment	5-7
Computer hardware and software	5
Vehicles	3-5

Major renewals and improvements are capitalized, while maintenance and repairs are expensed as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is reflected in statement of operations for the period.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or circumstances indicate the carrying value of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. There was no impairment loss related to long‑lived assets during the six-months ended June 30, 2026.

Sales Taxes

The various states in which the Company operates impose sales tax on certain sales to nonexempt customers. The Company collects that sales tax from customers and remits the entire amount to the appropriate state. The Company accounts for taxes collected from customers on a net basis (excluded from revenue).

Revenue Recognition

The Company accounts for revenue per the requirements of Accounting Standard Update (ASU) 2014‑19, Revenue from Contracts with Customers, as amended (Topic 606).

9

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

The Company recognizes revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the transfer of goods to customers. Revenue is related to the sale of kitchen and bathroom cabinets, counter tops and service related to installation. The Company recognizes revenue when the performance obligation is satisfied. Generally, the performance obligation is satisfied at a point in time when control of the goods is transferred to the customer and the Company has no further obligation to provide services related to the goods.

Installation service revenue is recognized when the service has been provided.

The Company requires a 100% deposit/down payment to be made at the time an order is placed for most customers. The amount is recorded within contract liabilities and customer deposits and will remain on the balance sheet until the cabinets are delivered to the customer, at which time the deposit will be recognized into revenue.

Revenues are recorded net of cash discounts as required by ASC 606.

The Company has made the practical expedient election, which allows for accounting for shipping and handling activities associated with the cabinets and counter tops as a fulfillment cost within cost of sales. The Company has also elected for all taxes assessed by government authorities that are imposed on or concurrent with revenue-producing transactions, such as sales, to be excluded from revenue.

There were no contract assets as of June 30, 2026 and December 31, 2025.

Leases

In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, Leases (codified as Accounting Standards Codification (ASC) 842), related to lease accounting. The Company elected the bundled practical expedients under which:

• Any expired contracts need not be reassessed to determine whether they are or contain leases.

• Leases that have commenced prior to the adoption of the new lease accounting standard will not be reassessed under the new guidance.

• Any initial direct costs for existing leases need not be reassessed.

For leases with a term of 12 months or less, the Company has elected the practical expedient which allows a lessee to elect, by class of underlying asset, not to recognize a right-of-use (ROU) asset or lease liability. Under the new standard, a lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified assets for a period of time in exchange for consideration. For leases with a term of more than 12 months, lessees will need to recognize leases on the balance sheet as a ROU asset and a related lease liability and classify the leases as either operating or finance. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustments, such as initial direct costs.

Advertising

Advertising costs are expensed as incurred in operating expenses. Advertising expense for the six-months ended June 30, 2026 was $7,394,856.

10

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Income Taxes

The Company was formed as a limited liability company electing under the Internal Revenue Code and state statutes to be taxed as a partnership. Effective January 1, 2019, as part of a tax restructuring, 100% of the membership interest of the Company was contributed to a newly formed S Corporation, and the Company is a disregarded entity participating in the overall S Corporation return of its parent. In lieu of federal and state income taxes, the members of an S Corporation are taxed individually on their proportionate share of the Company’s taxable income. Certain states, including California and Texas, continue to impose income taxes at the entity level rather than as a pass-through. Such state income taxes have been included in the statement of operations.

The Company has no unrecognized tax benefits at June 30, 2026. The Company’s federal income tax returns prior to the 2020 fiscal quarter and state income tax returns prior to the 2020 fiscal quarter are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

The Company recognizes interest and penalties associated with any tax matters as part of operating expenses and includes accrued interest and penalties, if any, in accrued expenses on the accompanying balance sheet.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, established a three-level hierarchy for fair value measurements that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The hierarchy level assigned to financial instruments recorded at fair value is based on the Company’s assessment of the transparency and reliability of the inputs used in the valuation of such instrument at the measurement date.

Level 1 – This level consists of quoted prices for identical assets or liabilities in active markets at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The valuation under this approach does not entail a significant degree of judgment.

Level 2 – This level consists of inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The valuation technique for the Company’s Level 2 assets is based on quoted market prices for similar assets from observable pricing sources at the reporting date.

Level 3 – This level consists of unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

11

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

The carrying values of cash, accounts receivable, net of allowance for credit losses, prepaid expense and other assets, accounts payable, accrued expenses, contract liabilities and customer deposits approximate fair value due to the short-term maturities of these instruments. No assets were adjusted to their fair values on a nonrecurring basis.

Business and Credit Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains its cash with multiple financial institutions. At times, such amounts may exceed federally insured limits. At June 30, 2026, the Company did not have any accounts in excess of federally insured limits.

For the six-months ended June 30, 2026, the Company purchased  28% of its inventory from Supplier A, 10% from Supplier B, and 10% from Supplier C.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures. Accordingly, actual results could materially differ from those estimates.

Risks and Uncertainties

The Company is subject to risks and uncertainties as a result of continuing supply chain issues and rising inflation. Capital markets and economies worldwide have also been negatively impacted, and it has caused economic downturns or recessions in the U.S. and other markets. Such economic disruption could have a material adverse effect on the Company’s business. The ultimate impact on the Company’s operations and financial performance in future periods remains uncertain and will depend on future related developments, which are uncertain and cannot be predicted, but the Company does not anticipate any material impacts to its business, financial condition, results of operations and/or cash flows in the six-months ended June 30, 2026.

Recent Accounting Pronouncements

From time to time new accounting pronouncements are issued by the FASB or other standard-setting bodies and adopted by the Company as of a specified effective date. Management reviewed all significant recently issued accounting pronouncements and concluded that they are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.

3. Inventories, Net

Inventory consisted of the following:

June 30, 2026
Finished Goods		$	27,746,581
Inventory Reserve			(1,802,841	)
Inventories, Net		$	25,943,740

12

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

4. Prepaid Expenses and Other Assets

Prepaid expenses and other assets consisted of the following:

June 30, 2026
Prepaid software		$	1,702,389
Prepaid insurance			771,506
Deferred expenses			646,989
Other current assets			1,150,969
Prepaid Expenses and Other Assets		$	4,271,853

5. Property and Equipment, Net

Property and equipment consist of the following:

June 30, 2026
Leasehold improvements		$	10,080,702
Furniture, fixtures, and equipment			4,854,467
Computer hardware and software			3,233,384
Vehicles			3,636,032
			21,804,585
Less: accumulated depreciation			(16,904,278	)
Property and Equipment, Net		$	4,900,307

Depreciation and amortization expense related to property and equipment for the six-months ended June 30, 2026 was $599,704.

6. Contract Liabilities and Customer Deposits

The opening and closing balances of the Company’s contract liabilities and customer deposits were as follows:

Balance, December 31, 2025		$	15,830,427
Decrease			(1,063,013	)
Balance, June 30, 2026		$	14,767,414

Contract liabilities and customer deposits balance as of December 31, 2025 that was recognized as sales during the six-months ended June 30, 2026 amount to $10,646,153.

13

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

7. Accrued Expenses

Accrued expenses consisted of the following:

June 30, 2026
Sales tax payable – US		$	800,871
Accrued payroll			8,429,025
Other accrued expenses			3,911,995
Accrued Expenses		$	13,141,891

8. Credit Facilities

Line of Credit

On August 31, 2022, F9 Brands, Inc., parent company of Cabinets To Go, LLC, obtained a secured revolving line of credit for $20,000,000 from Bank of America with availability through August 30, 2023. F9 Brands, a related party, allowed the Company to borrow funds on this line of credit for business expansion. The line of credit was amended on August 30, 2023, to increase the credit limit to $60,000,000 and to extend availability through August 30, 2024, and to name the Company as guarantor on the line of credit. The facility was subsequently amended on August 22, 2024 to extend the maturity date to August 22, 2025, and on August 5, 2025 to extend the maturity date to October 1, 2026. In addition to the Company, three brother/sister companies are also guarantors on the F9 Brands line of credit. The interest rate on the revolving line of credit is a rate per year equal to the secured overnight financing rate (SOFR) (Adjusted Periodically) plus 1.80 percentage points and will be adjusted on the first day of every month (the Adjustment Date) and will remain fixed until the next Adjustment Date.

As of June 30, 2026, the F9 Brands line of credit had a balance of $41,500,000 with an interest rate of 5.46%.

9. Leases

Lessee Accounting

The Company leases vehicles, warehouses, retail stores, and equipment for use in its operations. The Company determines if an arrangement is or contains a lease at inception of the contract. The Company has lease agreements with lease and non-lease components and has elected to not separate lease and non-lease components for all classes of underlying assets. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Leases with initial terms in excess of 12 months are recorded as either operating or financing leases in the balance sheet.

Operating leases are included in ROU asset - operating leases, current portion of operating lease liabilities, and operating lease liabilities net of current portion on the balance sheet. Finance leases are included in ROU asset - finance leases, current portion of finance lease liabilities, and finance lease liabilities, net of current portion on the balance sheet.

14

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Operating and finance lease assets and operating and finance lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. For leases that do not provide an implicit rate, the Company uses an incremental borrowing rate available at the lease commencement date for operating leases based on the information available at commencement date, including lease term, in determining the present value of future payments. The operating lease asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term and reported in selling, general and administrative expense, and financing lease expense is recorded as selling, general and administrative expense and interest expense in the statement of operations.

The following table represents the assets and liabilities of the finance and operating leases:

June 30, 2026
Assets
Operating leases	ROU assets – operating leases		$	37,209,494
Finance leases	ROU assets - finance leases			271,281
Total Lease Assets			$	37,480,775
Liabilities
Current:
Operating	Current portion of operating lease liabilities liabilities – current		$	9,055,906
Finance	Current portion of finance lease			182,350
Non-current:
Operating	Operating lease liabilities – net of current portion			28,577,987
Finance	Finance lease liabilities – net of current portion			96,253
Total Lease Liabilities			$	37,912,496

Finance lease assets are recorded net of accumulated depreciation of $1,021,325 as of June 30, 2026.

The components of the Company’s lease cost are as follows:

June 30, 2026
Lease Costs
Finance lease costs:
Amortization of ROU assets	Selling, general and administrative expenses		$	91,774
Interest of lease liabilities	Interest expense			7,171
Operating lease costs	Selling, general and administrative expenses			5,195,826
Total Lease Costs			$	5,294,771

15

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Aggregate payments of lease liabilities subsequent to June 30, 2026, for the years ending December 31 are as follows:

Year ending December 31
		Operating				Finance				Total
2026		$	5,554,192			$	89,266			$	5,643,458
2027			10,353,792				136,981				10,490,773
2028			9,487,680				55,299				9,542,979
2029			8,177,461				10,377				8,187,838
2030			6,698,174				-				6,698,174
Thereafter			1759,982				-				1,759,982
Total Lease Payments			42,031,281				291,923				42,323,204
Less: imputed interest and interest			4,397,388				13,320				4,410,708
Present Value of Lease Liabilities		$	37,633,893			$	278,603			$	37,912,496

The following table presents the weighted-average remaining lease term and discount rate:

June 30, 2026
Weighted-average remaining lease term - finance lease	1.94 years
Weighted-average remaining lease term - operating lease	4.19 years
Weighted-average discount rate - finance lease	5.87%
Weighted-average discount rate – operating lease	5.39%

10. Commitments and Contingencies

Legal Matters

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, such actions will not have a material effect on the Company’s financial condition or results of operations or cash flows.

11. Related Party Transactions

Leased Facilities

In 2026, all of the Company’s leases were with a related party owned by the member of the Company. Rent expense from these leases amounted to $5,195,852 for the six-months ended June 30, 2026.

Loans from Member

The Company obtained a line of credit through a related party during 2023 (see Note 8).

16

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Accounts Receivable

The Company provides goods sold to related parties in the normal course of business. Amounts due from related parties are included in accounts receivable in the accompanying balance sheet. Accounts receivable from related parties totaled $1,324,285 as of June 30, 2026.

Accounts Payable

The Company purchases goods and/or services from related parties in the normal course of business. Amounts due to related parties are included in accounts payable in the accompanying balance sheet. Accounts payable to related parties totaled $911,620 as of June 30, 2026.

Shared Expenses

The Company shares payroll and benefit costs with related parties in the normal course of business. Amounts due to related parties for shared payroll and benefit costs are included in payroll expense in the accompanying statement of operations. As of June 30, 2026, amounts paid to related parties for shared payroll and benefit costs totaled $3,289,359.

12. Subsequent Events

On April 8, 2026, Bed Bath & Beyond announced that it has signed a Letter of Intent to acquire the equity interests and substantially all assets of F9 Brands, Inc., which owns and operates Cabinets To Go, Lumber Liquidators, Gracious Home / Thos. Baker, and Southwind Building Products for $150,000,000. The sale is expected to close in August 2026.

Management has evaluated events and transactions that occurred between June 30, 2026 and July 31, 2026, which is the date the financial statements were available to be issued, for possible recognition or disclosure in the financial statements.

17

Exhibit 99.6

FINANCIAL STATEMENTS

SOUTHWIND BUILDING PRODUCTS, LLC

DECEMBER 31, 2025

SOUTHWIND BUILDING PRODUCTS, LLC

INDEX TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

	PAGE
FINANCIAL SECTION
Independent auditor’s report	1.
Balance sheet	3.
Statement of income and members’ equity	5.
Statement of cash flows	6.
Notes to financial statements	7.

 

INDEPENDENT AUDITOR’S REPORT

To the Members and Management

of Southwind Building Products, LLC

Opinion

We have audited the accompanying financial statements of Southwind Building Products, LLC (a Delaware limited liability company), which comprise the balance sheet as of December 31, 2025, and the related statements of income and members’ equity and cash flows for the year then ended, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Southwind Building Products, LLC as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Southwind Building Products, LLC and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Southwind Building Products, LLC’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

201 N. THORNTON AVE | P.O. BOX 749 | DALTON, GA 30722 | PHONE 706.529.0749 | FAX 706.529.5549

1.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Southwind Building Products, LLC’s internal control. Accordingly, no such opinion is expressed.

• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Southwind Building Products, LLC’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ Estes & Walcott

Dalton, Georgia

June 24, 2026

2.

SOUTHWIND BUILDING PRODUCTS, LLC

BALANCE SHEET

DECEMBER 31, 2025

ASSETS		2025
Current assets:
Cash		$	1,754,441
Accounts receivable			5,762,856
Tariff refunds receivable			3,167,376
Inventory			30,681,503
Prepaid expenses			392,283
Deposits			10,356
Total current assets			41,768,815
Capitalized assets:
Property and equipment, net			795,154
Right-of-use assets - finance leases			419,874
Right-of-use assets - operating leases			4,050,000
Total capitalized assets			5,265,028
Other assets:
Goodwill			30,987,577
Total other assets			30,987,577
Total assets		$	78,021,420
		(continued)

The accompanying notes are an integral part of these financial statements.

3.

SOUTHWIND BUILDING PRODUCTS, LLC

BALANCE SHEET

DECEMBER 31, 2025

LIABILITIES & MEMBERS’ EQUITY		2025
Current liabilities:
Accounts payable		$	10,728,622
Accrued expenses			696,477
Current portion of finance lease liabilities			164,336
Current portion of operating lease liabilities			1,215,000
Total current liabilities			12,804,435
Long-term liabilities:
Long-term portion of finance lease liabilities			255,538
Long-term portion of operating lease liabilities			2,835,000
Total long-term liabilities			3,090,538
Total liabilities			15,894,973
Members’ equity:
Members’ equity			62,126,447
Total members’ equity			62,126,447
Total liabilities and members’ equity		$	78,021,420

The accompanying notes are an integral part of these financial statements.

4.

SOUTHWIND BUILDING PRODUCTS, LLC

STATEMENT OF INCOME AND MEMBERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2025

		2025
Net sales		$	80,112,310
Cost of goods sold			59,090,572
Gross profit			21,021,738
Selling, general, and administrative expenses			13,657,181
Income from operations			7,364,557
Other income (expense):
Bad debt expense			(143,498	)
Interest income			49,011
Interest expense			(24,898	)
Total other income (expense)			(119,385	)
Net income			7,245,172
Member distributions			(10,860,595	)
Members’ equity - beginning			65,741,870
Members’ equity - ending		$	62,126,447

The accompanying notes are an integral part of these financial statements.

5.

SOUTHWIND BUILDING PRODUCTS, LLC

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2025

Cash flows from operating activities:		2025
Net income		$	7,245,172
Non-cash items included in net income:
Bad debt			143,498
Depreciation			365,298
Amortization of right-of-use assets			1,215,000
(Increase) decrease in receivables			(2,505,726	)
(Increase) decrease in inventory			5,784,933
(Increase) decrease in prepaid expenses			206,125
(Increase) decrease in deposits			41,544
Increase (decrease) in accounts payable			271,477
Increase (decrease) in accrued expenses			(338,609	)
Increase (decrease) in operating lease liabilities			(1,215,000	)
Net cash provided (used) by operating activities			11,213,712
Cash flows from financing activities:
Principal retirement of finance lease liabilities			(156,268	)
Member distributions			(10,860,595	)
Net cash provided (used) by financing activities			(11,016,863	)
Increase (decrease) in cash			196,849
Cash - beginning			1,557,592
Cash - ending		$	1,754,441
Supplemental disclosures of cash flow information:
Cash paid during the year for interest		$	24,898

The accompanying notes are an integral part of these financial statements.

6.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 1.          Summary of significant accounting policies-

The accounting and reporting policies of Southwind Building Products, LLC (the Company) conform to generally accepted accounting principles of the United States of America and to the general practice of their industry. The following is a summary of the more significant policies.

Business activity-

The Company is engaged in the production of commercial and residential carpet and sale of hard surface flooring. Sales are throughout the continental United States. The Company grants credit on substantially all sales. As a limited liability company, each member’s liability is limited to amounts reflected in their respective member accounts.

Revenue recognition-

The Company complies with ASU 2014-09, which has a standard core principle that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 prescribes a five-step process to accomplish this core principle, including 1) identification of the contract with the customer; 2) identification of the performance obligation(s) under the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the identified performance obligation(s); and 5) recognition of revenue as (or when) an entity satisfies the identified performance obligation(s).

The Company recognizes revenue on product sales when products are shipped to customers. Standard payment terms require payment within 30 days; some direct-ship products require payment within 60 days. Additionally, some customers pay in accordance with their customer-specific payment terms set by the Company. Customers have a right of return for products which are defective or damaged.

The Company recognizes revenue only when all of the following criteria have been met:

• Persuasive evidence of an arrangement exists;

• Delivery has occurred or services have been rendered;

• The fee for the arrangement is fixed or determinable; and

• Collectability is reasonably assured.

7.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 1.  Summary of significant accounting policies- (continued)

Accounting estimates-

The preparation of financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Effective January 1, 2025, the Company made a change to the accounting estimate regarding inventory obsolescence and reserve. Prior to the effective date, the Company considered certain hard surface and carpet inventory populations greater than one year old to be potentially obsolete, and included those values in the inventory reserve. Management analyzed historical sales data, and determined that this period was too brief, and substantial portions of inventory were sold at full value subsequent to the one-year threshold. Therefore, the Company has updated the threshold to two years. The magnitude of this change in estimate approximated $3.7 million for the year ended December 31, 2025. The change in estimated was accounted for prospectively. No restatement of prior year balances was required.

Concentrations of credit risk-

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and trade accounts receivable. The Company places its cash and temporary cash investments with high quality institutions. At times such investments may be in excess of the FDIC insurance limit.

Cash-

Cash includes cash on hand and in the bank. The Company also considers all highly liquid investments with a maturity of three months or less when purchased to be cash.

Accounts receivable-

Accounts receivable consists primarily of trade accounts. The Company extends credit to customers based on an individual review of their credit worthiness. As a general rule, letters of personal guarantee are required, and customers may be asked to pay a cash deposit before delivery. The Company extends credit with multiple due dates over a 90-day period. The Company maintains a reserve for product claims based upon consideration of individual accounts, historic trends, and other information.

Tariff refunds receivable-

The Company has recorded a receivable for tariff refunds related to certain IEEPA tariff surcharges paid during 2025 on qualifying import entries. The receivable is based on management’s review of eligible entries and amounts expected to be recovered. The receivable excludes regular customs duties, merchandise processing fees, harbor maintenance fees, Section 301 tariffs, freight, broker fees, and other non-refundable import costs. Tariff refunds receivable totaled $3,167,376 at December 31, 2025.

8.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 1. Summary of significant accounting policies- (continued)

Inventory-

Inventory is stated at the lower of cost or net realizable value with cost being determined on a first-in, first-out basis.

Property and equipment-

Property and equipment is recorded at cost. Depreciation is computed by the straight-line method over the estimated useful lives of individual assets. Repairs and maintenance are charged to expense as incurred. When assets are retired or otherwise disposed of, their cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in current earnings. The estimated useful lives are as follows:

Machinery and equipment	3-15 years
Office equipment	3-15 years
Transportation equipment	5-7 years
Leasehold improvements	3-20 years

Goodwill-

Goodwill represents the cost in excess of the fair value over net assets related to the acquisition of the business in May 2021. In accordance with ASC 350-20, goodwill is not amortized for financial statement reporting purposes. Goodwill is amortized and deductible over a period of 15 years for tax purposes.

The Company has evaluated the fair value of goodwill and has determined that no impairment exists.

Leases-

The Company accounts for leases in accordance with FASB ASC 842, Leases, and applies the standard to all contracts that meet the definition of a lease.

Income taxes-

A limited liability company is treated as a partnership for income tax purposes and is not subject to income taxes. In lieu of corporate income taxes, the members are taxed on their proportionate share of the Company’s taxable income. Accordingly, no provision or liability for income taxes has been included in the financial statements. Management does not believe there are any uncertain tax positions as of December 31, 2025. The Company could be subject to income tax examinations for its federal and state income tax returns for the current and three prior years.

Advertising-

Advertising costs are expensed as incurred. Advertising expense is included in selling, general, and administrative expenses, and totaled $1,240,145 for the year ended December 31, 2025. Samples are a form of advertising but are reported separately. Sample costs totaled $220,169 for the year ended December 31, 2025.

9.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 1. Summary of significant accounting policies- (continued)

Shipping and handling costs-

The cost of freight to ship goods to customers is expensed as incurred. Shipping and handling costs are included in cost of goods sold, and totaled $5,094,773 for the year ended December 31, 2025.

Fair value of financial instruments-

Unless otherwise noted, the fair values of all reported assets and liabilities which represent financial instruments (none of which are held for trading purposes) approximate the carrying values of such amounts.

Subsequent events-

Management has evaluated subsequent events through June 24, 2026, the date the financial statements were available to be issued.

Subsequent to year-end, Bed Bath & Beyond, Inc. entered into a letter of intent to acquire the equity interests and substantially all assets of F9 Brands, Inc., which includes Southwind Building Products and certain affiliated companies. The transaction is subject to customary closing conditions and had not closed as of the date the financial statements were available to be issued. No adjustments have been made to the accompanying financial statements as a result of this subsequent event.

Note 2.          Accounts receivable-

Accounts receivable at December 31, 2025 consisted of the following:

		2025
Trade receivables		$	5,941,483
Allowances for claims			(178,627	)
		$	5,762,856

 

Note 3.          Inventory-

Inventory at December 31, 2025 consisted of the following:

		2025
Finished goods		$	26,565,558
Work in process			2,812,471
Raw materials			1,303,474
		$	30,681,503

10.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 4.          Property and equipment-

Property and equipment at December 31, 2025 consisted of the following:

		2025
Machinery and equipment		$	1,704,455
Office equipment			306,212
Transportation equipment			345,760
			2,356,427
Accumulated depreciation			(1,561,273	)
		$	795,154

Depreciation expense for the year ended December 31, 2025 totaled $365,298, and includes depreciation expense on property and equipment and on right-of-use assets purchased through financing leases.

Note 5.          Leasing arrangements-

The Company has six financing leases for transportation equipment. The finance leases have remaining terms through December 2029. The leases meet the definition of financing leases under the standard.

Right-of-use assets obtained through finance leases at December 31, 2025 consisted of the following:

		2025
Right-of-use assets - finance leases		$	853,684
Accumulated depreciation			(433,810	)
		$	419,874

11.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 5.          Leasing arrangements- (continued)

Leasing activity for finance leases reported on the balance sheet at December 31, 2025 consisted of the following:

Finance lease payable in monthly installments of $3,135 including interest at 11.413% through December 2027. Secured by freightliners.		$	66,993
Finance lease payable in monthly installments of $1,924 including interest at 5.25% through July 2027. Secured by forklifts.			34,996
Finance lease payable in monthly installments of $2,308 including interest at 2.69% through May 2028. Secured by forklifts.			64,718
Finance lease payable in monthly installments of $696 including interest at 2.69% through March 2028. Secured by forklifts.			18,224
Finance lease payable in monthly installments of $4,593 including interest at 2.69% through May 2028. Securedby forklifts.			128,818
Finance lease payable in monthly installments of $2,460 including interest at 5.33% through December 2029. Secured by freightliner.			106,125
			419,874
Current maturities			(164,336	)
Long-term portion of finance leases payable		$	255,538

The Company has one operating lease for a building at December 31, 2025. The Company leases an office/warehouse in Georgia from a related party. The Company is responsible for maintenance, utilities, and property taxes on the leased space. The operating lease has a remaining term through April 2029. The lease meets the definition of an operating lease under the standard.

In accordance with ASC 842, the Company recognizes a “right-of-use” asset and related lease liability at the commencement date of each lease based on the present value of the fixed lease payments over the expected lease term. The lease term for this purpose will include any renewal period where the Company determines that it is reasonably certain that it will exercise the option to renew.

The implicit discount rates of the Company’s operating lease agreements are not readily determinable. The Company has elected to use a 0% rate to calculate the present value of its fixed lease payments for the operating lease in effect at December 31, 2025. The weighted-average maturity of the lease is 3.3 years.

12.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 5.          Leasing arrangements- (continued)

Fixed lease payments are recognized on a straight-line basis over the lease term, while variable payments (such as taxes, administrative fees, and variable common area maintenance charges) are recognized in the period incurred. Leases with a term of twelve months or less are not recorded on the balance sheet. Common charges to a related party for leased facilities totaled $16,200 for the year ended December 31, 2025. Short-term lease costs paid to outside parties totaled $267,956 for the year ended December 31, 2025.

Leasing activity for operating leases reported on the balance sheet at December 31, 2025 consisted of the following:

		2025
Right-of-use assets - operating leases		$	4,050,000
Operating lease liabilities		$	4,050,000
Current maturities			(1,215,000	)
Long-term portion of operating leases payable		$	2,835,000

Leasing activity reported on the income statement as of December 31, 2025 consisted of the following:

		2025
Amortization of leased assets included in depreciation expense		$	156,268
Interest on lease liabilities included in interest expense			24,898
Total finance lease costs		$	181,166
Amortization of leased assets included in rent expense		$	1,215,000
Interest on lease liabilities included in interest expense			-
Total operating lease costs		$	1,215,000

 

Leasing activity reported on the statement of cash flows as of December 31, 2025 consisted of the following:

		2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases		$	24,898
Operating cash flows from operating leases		$	1,215,000
Financing cash flows from finance leases		$	156,268

13.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 5.          Leasing arrangements- (continued)

Future minimum lease payments required under finance leases are as follows:

2026		$	181,391
2027			171,774
2028			66,197
2029			29,520
Amounts representing interest			(29,008	)
Present value of net minimum finance lease payments		$	419,874

Future minimum lease payments required under operating leases are as follows:

2026		$	1,215,000
2027			1,215,000
2028			1,215,000
2029			405,000
Amounts representing interest			-
Present value of net minimum operating lease payments		$	4,050,000

Note 6.          Related party transactions-

The Company’s members and their affiliates, sell goods to the Company in the normal course of business. Additionally, they own and rent real estate to the Company in the normal course of business, as disclosed in Note 5. Transactions between the companies are as follows:

		2025
Rent and property expense		$	1,284,984
Purchases			463,149
Accounts payable			680,295

Note 7.          Retirement plan-

The Company maintains a qualified deferred compensation plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all of the Company’s employees, and features a safe harbor match of employee contributions. The Company’s expenses under this plan totaled $146,072 for the year ended December 31, 2025.

14.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 8.          Contingencies-

The Company is subject to various claims, legal proceedings, and investigations covering a wide range of matters that may arise in the ordinary course of business. Management believes the resolutions of claims and pending litigation will not have a material effect, individually or in the aggregate, to the financial position, results of operations, or cash flows after contemplating potential insurance recoveries or accruals.

Note 9.          Concentrations-

The Company purchased finished goods from two vendors that comprised a significant portion of purchases for the year ended December 31, 2025, as follows:

		Vendor 1				Vendor 2
Inventory purchased		$	14,585,967			$	8,091,252
Percent of cost of goods sold			25	%			14	%
Accounts payable		$	3,594,344			$	2,231,344
Percent of accounts payable at year end			34	%			21	%

Although there are other suppliers of this material, a change in suppliers might cause a delay in obtaining product, which could ultimately affect operating results.

Note 10.        Contingent debt-

The Company is a guarantor on a loan for its owner. The loan is a line of credit in the maximum amount of $60,000,000. The loan began in August 2022, and has an extended maturity date of October 2026. The note bears an interest rate of BSBY Rate plus 1.80%. Interest is due in monthly installments. The loan is secured substantially all assets of the corporate owner and all its subsidiaries, including the Company. The Company is not an obligor under the loan agreement.

15.

Exhibit 99.7

SOUTHWIND BUILDING PRODUCTS, LLC

Financial Statements

Six Months Ended June 30, 2026 (Unaudited)

1

SOUTHWIND BUILDING PRODUCTS, LLC

Independent Auditors’ Review Report	3
Balance Sheet as of June 30, 2026	4
Statement of Operations and Member’s Equity for the Six Months Ended June 30, 2026	5
Statement of Changes in Member’s Equity (Deficit) for the Six Months Ended June 30, 2026	6
Statement of Cash Flows for the Six Months Ended June 30, 2026	7
Notes to Unaudited Financial Statements	8

2

SOUTHWIND BUILDING PRODUCTS, LLC

3

SOUTHWIND BUILDING PRODUCTS, LLC

Balance Sheet (Unaudited)

		June 30, 2026
Assets Current Assets
Cash		$	1,576,153
Accounts receivable, net			6,757,912
Inventory			24,849,795
Prepaid expenses and other current assets			505,955
Deposits			10,356
Total Current Assets			33,700,171
Capitalized Assets
Property and Equipment, net			584,254
Right-of-Use Assets – Finance Leases			453,152
Right-of-Use Assets – Operating Leases			3,375,982
Total Capitalized Assets			4,413,388
Other Assets
Goodwill			30,987,577
Total Other Assets			30,987,577
Total Assets		$	69,101,136
Liabilities Current Liabilities
Accounts payable		$	9,083,890
Accrued expenses			4,982,856
Current portion of finance lease liabilities			174,575
Current portion of operating lease liabilities			1,111,518
Total Current Liabilities			15,352,839
Long-Term Liabilities
Long-term portion of finance lease liabilities			165,585
Long-term portion of operating lease liabilities			2,268,706
Total Long-Term Liabilities			2,434,291
Total Liabilities			17,787,130
Member’s Equity
Member’s equity			51,314,006
Total Member’s Equity		$	51,314,006
Total Liabilities and Member’s Equity		$	69,101,136

The accompanying notes are an integral part of these unaudited financial statements.

4

SOUTHWIND BUILDING PRODUCTS, LLC

Statement of Operations and Member’s Equity (Unaudited)

		Six Months Ended June 30, 2026
Net Sales		$	35,208,798
Cost of Goods Sold			23,797,976
Gross Profit			11,410,822
Selling, general, and administrative expenses			14,154,844
Loss from Operations			(2,744,022	)
Other Income (Expense)
Interest income			13,134
Interest expense			(19,693	)
Total Other Income (Expense)			(6,559	)
Net Loss			(2,750,581	)
Member distributions			(8,061,860	)
Member’s equity – beginning			62,126,447
Member’s equity – ending		$	51,314,006

The accompanying notes are an integral part of these unaudited financial statements.

5

SOUTHWIND BUILDING PRODUCTS, LLC

Statement of Changes in Member’s Equity (Deficit) (Unaudited)

		Member’s Contributed Capital				Retained Earnings				Total Member’s Equity
Balance, December 31, 2025		$	54,881,275			$	7,245,172			$	62,126,447
Distributions to Member			(8,061,860	)			-				(8,061,860	)
Net loss			-				(2,750,581	)			(2,750,581	)
Balance, June 30, 2026		$	46,819,415			$	4,494,591			$	51,314,006

6

SOUTHWIND BUILDING PRODUCTS, LLC

Statement of Cash Flows (Unaudited)

		Six Months Ended June 30, 2026
Cash flows from operating activities:
Net loss		$	(2,750,581	)
Non-cash items included in net income:
Bad debt			38,294
Depreciation			177,622
Amortization of right-of-use assets			674,018
(Increase) decrease in receivables			2,134,026
(Increase) decrease in inventory			5,831,708
(Increase) decrease in prepaid expenses			(113,672	)
Increase (decrease) in accounts payable			(1,644,732	)
Increase (decrease) in accrued expenses			4,286,379
Increase (decrease) in operating lease liabilities			(669,776	)
Net cash provided (used) by operating activities			7,963,286
Cash flows from financing activities:
Principal retirement of finance lease liabilities			(79,714	)
Member distributions			(8,061,860	)
Net cash provided (used) by financing activities			(8,141,574	)
Increase (decrease) in cash			(178,288	)
Cash - beginning		$	1,754,441
Cash - ending		$	1,576,153
Supplemental disclosures of cash flow information:
Cash paid during the period for interest		$	19,693

The accompanying notes are an integral part of these unaudited financial statements.

7

SOUTHWIND BUILDING PRODUCTS, LLC

Notes to Financial Statements

1. Summary of Significant Accounting Policies

The accounting and reporting policies of Southwind Building Products, LLC (the Company) conform to generally accepted accounting principles of the United States of America and to the general practice of their industry. The following is a summary of the more significant policies.

Business activity

The Company is engaged in the production of commercial and residential carpet and sale of hard surface flooring. Sales are throughout the continental United States. The Company grants credit on substantially all sales. As a limited liability company, each member’s liability is limited to amounts reflected in their respective member accounts.

In July 2026, Bed Bath & Beyond, Inc. entered into an agreement and plan of merger with F9 Brands, Inc. (Parent of the Company), and other affiliated parties to acquire all the outstanding equity interests of F9 Brands, Inc.  The transaction is subject to customary closing conditions and had not closed as of the date the financial statements were available to be issued. No adjustments have been made to the accompanying financial statements as a result of this event.  (Note 8)

Revenue Recognition

The Company complies with ASU 2014-09, which has a standard core principle that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 prescribes a five-step process to accomplish this core principle, including 1) identification of the contract with the customer; 2) identification of the performance obligation(s) under the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the identified performance obligation(s); and 5) recognition of revenue as (or when) an entity satisfies the identified performance obligation(s).

The Company recognizes revenue on product sales when products are shipped to customers. Standard payment terms require payment within 30 days; some direct-ship products require payment within 60 days. Additionally, some customers pay in accordance with their customer-specific payment terms set by the Company. Customers have a right of return for products which are defective or damaged.

The Company recognizes revenue only when all of the following criteria have been met:

•          Persuasive evidence of an arrangement exists;

•          Delivery has occurred or services have been rendered;

•          The fee for the arrangement is fixed or determinable; and

•          Collectability is reasonably assured.

Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

8

SOUTHWIND BUILDING PRODUCTS, LLC

Notes to Financial Statements

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and trade accounts receivable. The Company places its cash and temporary cash investments with high quality institutions. The Company had approximately $815,000 that was uninsured as of June 30, 2026.

Cash

Cash includes cash on hand and in the bank. The Company also considers all highly liquid investments with a maturity of three months or less when purchased to be cash.

Accounts Receivable, Net

Accounts receivable consists primarily of trade accounts. The Company extends credit to customers based on an individual review of their creditworthiness. As a general rule, letters of personal guarantee are required, and customers may be asked to pay a cash deposit before delivery. The Company extends credit with multiple due dates over a 90-day period. The Company maintains a reserve for product claims based upon consideration of individual accounts, historic trends, and other information.

Inventory

Inventory is stated at the lower of cost or net realizable value with cost being determined on a first-in, first-out basis.

Property and Equipment, Net

Property and equipment is recorded at cost. Depreciation is computed by the straight-line method over the estimated useful lives of individual assets. Repairs and maintenance are charged to expense as incurred. When assets are retired or otherwise disposed of, their cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in current earnings. The estimated useful lives are as follows:

Asset Type	Useful Life (Years)
Machinery and equipment	3-15 years
Office equipment	3-15 years
Transportation equipment	5-7 years
Leasehold improvements	3-20 years

9

SOUTHWIND BUILDING PRODUCTS, LLC

Notes to Financial Statements

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired of the business acquired. In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-20, goodwill is not amortized for financial statement reporting purposes. Goodwill is amortized and deductible over a period of 15 years for tax purposes. The Company has evaluated the fair value of goodwill and has determined that no impairment exists.

Leases

The Company accounts for leases in accordance with FASB ASC 842, Leases, and applies the standard to all contracts that meet the definition of a lease.

Income Taxes

A limited liability company is treated as a partnership for income tax purposes and is not subject to income taxes. In lieu of corporate income taxes, the member is taxed on their proportionate share of the Company’s taxable income. Accordingly, no provision or liability for income taxes has been included in the financial statements. Management does not believe there are any uncertain tax positions as of June 30, 2026. The Company could be subject to income tax examinations for its federal and state income tax returns for the current and three prior years.

Advertising

Advertising costs are expensed as incurred. Advertising expense is included in selling, general, and administrative expenses, and totaled $881,041 for the six months ended June 30, 2026. Samples are a form of advertising but are reported separately. Sample costs totaled $76,621 for the six months ended June 30, 2026.

Shipping and Handling Costs

The cost of freight to ship goods to customers is expensed as incurred. Shipping and handling costs are included in cost of goods sold and totaled $4,132,957 for the six months ended June 30, 2026.

Fair Value of Financial Instruments

Unless otherwise noted, the fair values of all reported assets and liabilities which represent financial instruments (none of which are held for trading purposes) approximate the carrying values of such amounts.

Subsequent Events

Management has evaluated subsequent events and transactions that have occurred between June 30, 2026 and [August 4], 2026, the date the financial statements were available to be issued, for possible recognition or disclosure in the financial statements.

10

SOUTHWIND BUILDING PRODUCTS, LLC

Notes to Financial Statements

Merger Agreement with Bed Bath & Beyond

In July 2026, Bed Bath & Beyond, Inc. entered into an agreement and plan of merger with F9 Brands, Inc. (Parent of the Company) and other affiliated parties to acquire all the outstanding equity interests of F9 Brands, Inc.  The transaction is subject to customary closing conditions and had not closed as of the date the financial statements were available to be issued. No adjustments have been made to the accompanying financial statements as a result of this event.

2. Accounts Receivable, Net

Accounts receivable, net at June 30, 2026 consisted of the following:

Accounts receivable		$	6,928,693
Less: allowance for claims			(170,781	)
Accounts Receivable, net		$	6,757,912

3. Inventory, Net

Inventory at June 30, 2026 consisted of the following:

Finished goods		$	21,624,511
Work in process			1,594,094
Raw materials			1,631,190
Total Inventory, net		$	24,849,795

4. Property and Equipment, Net

Property and equipment, net at June 30, 2026 consisted of the following:

Machinery and equipment		$	1,784,547
Office equipment			86,708
Transportation equipment			480,171
Total			2,351,426
Less: accumulated depreciation			(1,767,172	)
Property and Equipment, Net		$	584,254

Depreciation expense for the six months ended June 30, 2026 totaled $177,622 and includes depreciation expense on property and equipment and on right-of-use assets purchased through financing leases.

11

SOUTHWIND BUILDING PRODUCTS, LLC

Notes to Financial Statements

5. Leasing Arrangements

The Company has six finance leases for transportation equipment. The finance leases have remaining terms through December 2029. The leases meet the definition of finance leases under the standard.

The Company has one operating lease for a building at June 30, 2026. The Company leases an office/warehouse in Georgia from a related party. The Company is responsible for maintenance, utilities, and property taxes on the leased space. The operating lease has a remaining term through April 2029. The lease meets the definition of an operating lease under the standard.

In accordance with ASC 842, the Company recognizes a “right-of-use” asset and related lease liability at the commencement date of each lease based on the present value of the fixed lease payments over the expected lease term. The lease term for this purpose will include any renewal period where the Company determines that it is reasonably certain that it will exercise the option to renew.

The implicit discount rate of the Company’s leases are not readily determinable. As such, the Company utilizes the incremental borrowing rate to calculate their lease liability.

Operating lease costs are recognized on a straight-line basis over the lease term, while variable payments (such as taxes, administrative fees, and variable common area maintenance charges) are recognized in the period incurred. Lease cost is included in selling, general, and administrative expenses. Leases with a term of twelve months or less are not recorded on the balance sheet.

Finance lease costs are recorded as interest expense and amortization expense. Amortization expense is included in selling, general, and administrative expenses.

6. Related Party Transactions

The Company’s member sell goods to the Company in the normal course of business. Additionally, they own and rent real estate to the Company in the normal course of business, as disclosed in Note 5. Transactions between the companies are as follows for the six months ended June 30, 2026:

Rent and property expense		$	792,497
Purchases		$	2,024,670
Accounts payable		$	197,389

7. Retirement Plan

The Company maintains a qualified deferred compensation plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all of the Company’s employees, and features a safe harbor match of employee contributions. The Company’s expenses under this plan totaled $79,934 for the six months ended June 30, 2026.

8. Contingencies

The Company is subject to various claims, legal proceedings, and investigations covering a wide range of matters that may arise in the ordinary course of business. Management believes the resolutions of claims and pending litigation will not have a material effect, individually or in the aggregate, on the financial position, results of operations, or cash flows after contemplating potential insurance recoveries or accruals.

12

SOUTHWIND BUILDING PRODUCTS, LLC

Notes to Financial Statements

9. Concentrations

The Company purchased finished goods from two vendors that comprised a significant portion of purchases for the six months ended June 30, 2026, as follows:

		Vendor 1				Vendor 2
Inventory purchased		$	5,651,224			$	3,393,141
Percent of cost of goods sold			24	%			14	%
Accounts payable		$	4,072,713			$	965,016
Percent of accounts payable at period end			45	%			11	%

10. Contingent Debt

The Company is a guarantor on a loan for its owner. The loan is a line of credit with a maximum borrowing capacity of $60,000,000. The loan originated in August 2022 and has an extended maturity date of October 2026. The note bears interest at the Bloomberg Short-Term Bank Yield Rate plus 1.80%, payable in monthly installments. The loan is secured by substantially all assets of the corporate owner and its subsidiaries, including the Company. The Company is not an obligor under the loan agreement.

13

Exhibit 99.8

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Introduction

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and gives effect to the following acquisitions (collectively, the “Business Combinations”), using the assumptions and adjustments described in the accompanying notes.

The Brand House Collective, Inc.

On April 2, 2026, Bed Bath & Beyond, Inc., a Delaware corporation (‘‘BBBY’’), completed the acquisition of The Brand House Collective, Inc., a Tennessee corporation (‘‘TBHC’’), pursuant to the Agreement and Plan of Merger, dated as of November 24, 2025 (the “TBHC Merger Agreement”), by and among BBBY, Knight Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of BBBY (“Knight Merger Sub”), and TBHC. Pursuant to the TBHC Merger Agreement, upon the terms and subject to the conditions set forth therein, Knight Merger Sub merged with and into TBHC, with TBHC surviving as a wholly owned subsidiary of BBBY (the “TBHC Merger”).

At the effective time of the TBHC Merger (the “TBHC Merger Effective Time”), each share of TBHC common stock, no par value per share (“TBHC Common Stock”), issued and outstanding immediately prior to the TBHC Merger Effective Time (other than treasury shares and shares held by BBBY or Knight Merger Sub, which were cancelled) was converted into the right to receive 0.1993 shares (the “Exchange Ratio”) of BBBY common stock, par value $0.0001 per share (“BBBY Common Stock”), and, if applicable, cash in lieu of fractional shares.

At the TBHC Merger Effective Time, (i) each outstanding award of TBHC restricted share units (“TBHC RSU”) automatically and fully vested and was converted into the right to receive a number of shares of BBBY Common Stock equal to (A) the number of shares of TBHC Common Stock subject to the TBHC RSU multiplied by (B) the Exchange Ratio, plus, if applicable, cash in lieu of fractional shares, and (ii) each outstanding option to purchase TBHC Common Stock (“TBHC Option”) was cancelled and converted into the right to receive a number of shares of BBBY Common Stock equal to (A) the Net Option Share Amount (as defined in the TBHC Merger Agreement) applicable to the TBHC Option multiplied by (B) the Exchange Ratio, plus, if applicable, cash in lieu of fractional shares. As a result of the foregoing, all TBHC Options were cancelled for no consideration because their exercise prices exceeded $0.94, the closing price of TBHC Common Stock on April 1, 2026, the trading day immediately prior to the closing of the TBHC Merger.

The Container Store Holdings, LLC

On July 8, 2026, BBBY completed the acquisition of The Container Store Holdings, LLC, a Delaware limited liability company (“TCS Holdings”), pursuant to the Agreement and Plan of Merger, dated as of April 2, 2026 (the “TCS Merger Agreement”), by and among BBBY, TCS Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of BBBY, and TCS Holdings. Pursuant to the TCS Merger Agreement, upon the terms and subject to the conditions, TCS Merger Sub merged with and into TCS Holdings, with TCS Holdings surviving as a wholly owned subsidiary of BBBY (the “TCS Merger”).  The Container Store Group, Inc. (“TCS”) is a direct wholly owned subsidiary of TCS Holdings.

At the effective time of the TCS Merger, BBBY issued 13,714,287 shares of BBBY Common Stock and $112.6 million aggregate principal amount of its 5.00% Convertible Senior Notes due 2033 (“Convertible Notes”) to holders of outstanding TCS indebtedness as merger consideration. The BBBY Common Stock issued had an acquisition-date fair value of $67.7 million, based on BBBY's closing share price of $5.37 on July 8, 2026, adjusted for a discount for lack of marketability of $0.43 per share due to the unregistered status of the shares issued. The Convertible Notes had an aggregate principal amount of $112.6 million and an acquisition-date fair value of $108.4 million. The repayment of the TCS indebtedness is included in consideration transferred because the debt agreements required repayment upon the occurrence of a change in control effected by the TCS Merger, and the TCS Merger Agreement required settlement of the indebtedness as a condition to closing. Accordingly, in accordance with ASC 805, the settlement of the TCS indebtedness is accounted for as consideration transferred in the TCS Merger. All outstanding TCS Holdings equity securities were cancelled and extinguished for no purchase consideration. Immediately after the closing of the TCS Merger, BBBY repurchased 286,663 shares of BBBY Common Stock (which are held as treasury shares) and cancelled $1.3 million aggregate principal amount of Convertible Notes in connection with the repayment of certain TCS loans.

On July 8, 2026, BBBY entered into an indenture (the “Indenture”) with the subsidiary guarantors party thereto and Computershare Trust Company, National Association, as trustee, with respect to $112.6 million aggregate principal amount of BBBY's Convertible Notes. The Convertible Notes are senior unsecured obligations of BBBY, guaranteed by certain of its subsidiaries, bear interest at a rate of 5.00% per annum, payable semiannually in arrears on April 1 and October 1 of each year, beginning April 1, 2027, and mature on July 8, 2033, unless earlier converted or repurchased. BBBY has performed a preliminary accounting assessment and concluded that the embedded conversion feature within the Convertible Notes meets the definition of an embedded derivative that requires bifurcation and separate accounting as a derivative liability measured at fair value, with subsequent changes in fair value recognized in earnings (mark-to-market) at each reporting date pursuant to ASC 815. This conclusion is driven by certain settlement provisions that exist until BBBY obtains the requisite approval of BBBY stockholders under the listing rules of the New York Stock Exchange (or successor exchange) in connection with the issuance of BBBY Common Stock in the TCS Merger and upon conversion of the Convertible Notes. Upon receipt of such stockholder approval, the embedded conversion feature is expected to no longer require bifurcation.

In accordance with Regulation S-X Article 11, the unaudited pro forma condensed combined balance sheet reflects the Convertible Notes at their consideration transferred fair value as a component of long-term debt. Given the time constraints of this filing, a definitive valuation model to reliably determine the fair value of the embedded derivative liability and allocate the residual value to the debt host instrument at the acquisition date has not been completed. The final determination of the accounting for the embedded derivative will be completed in the third quarter of 2026 and may result in a change to the discount on the host debt and the recognition of a separate derivative liability.

Furthermore, the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and the year ended December 31, 2025 do not include any hypothetical fair value adjustments or mark-to-market gains or losses associated with the embedded derivative for historical periods. Calculating or ascribing historical fair value changes for periods prior to issuance would be speculative and is not factually supportable under Article 11. Beginning from the actual issuance date until the earlier of settlement or the receipt of BBBY stockholder approval, future reported operating results will reflect mark-to-market fair value adjustments for the embedded derivative, which could introduce material volatility into BBBY's future statements of operations during that period.

Effective January 28, 2025, TCS Holdings became the direct holding company of TCS in connection with TCS’ emergence from bankruptcy pursuant to its Plan of Reorganization. TCS Holdings has no material assets other than its ownership of 100% of the outstanding capital stock of TCS and conducts no independent operations and has no revenues or employees of its own.  The historical unaudited consolidated financial statements of TCS as of and for the 13 weeks ended June 27, 2026 are included in Amendment No. 1 to BBBY's Current Report on Form 8-K. The audited consolidated financial statements of TCS as of and for the fiscal year ended March 28, 2026 are included as Exhibit 99.1 to BBBY’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission (the “SEC”) on July 27, 2026. As the financial statements of TCS Holdings are not included in such current report, their exclusion had no effect on the pro forma net loss per share for the six months ended June 30, 2026 and the year ended December 31, 2025.

Additional Information Related to the Unaudited Pro Forma Condensed Combined Financial Information

The following table presents the fiscal year-end dates of BBBY, TBHC and TCS:

Entity		Fiscal Year End
BBBY		December 31 of each year
TBHC		Saturday closest to January 31 of each year
TCS		Saturday closest to March 31 of each year

Because the fiscal year-ends of TBHC and TCS differ from BBBY's fiscal year-end by less than one fiscal quarter, the historical financial statements of TBHC and TCS have been combined without any conforming adjustments to BBBY’s fiscal periods, as permitted by Rule 11-02(c)(3) of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives effect to the TCS Merger as if it had occurred on June 30, 2026 and has been prepared by combining:

• the unaudited consolidated balance sheet of BBBY as of June 30, 2026*; and

• the unaudited consolidated balance sheet of TCS as of June 27, 2026**.

* The unaudited consolidated balance sheet of BBBY as of June 30, 2026 includes the historical financial position of TBHC, which was acquired on April 2, 2026 and has been consolidated in BBBY's financial statements since the acquisition date. Accordingly, the unaudited pro forma condensed combined balance sheet as of June 30, 2026 does not separately present the historical balance sheet of TBHC.

** Management utilized the unaudited consolidated balance sheet of TCS as of June 27, 2026 in preparing the unaudited pro forma condensed combined balance sheet, as it represents the closest balance sheet date to the July 8, 2026 acquisition date. For pro forma purposes, certain transaction accounting adjustments were applied to reflect transactions occurring between the June 27, 2026 and July 8, 2026 acquisition date. See Note 1, “Basis of Pro Forma Presentation,” for additional information regarding these adjustments.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 gives effect to the Business Combinations as if they had occurred on January 1, 2025 and has been prepared by combining:

• the unaudited consolidated statement of operations of BBBY for the six months ended June 30, 2026***;

• the unaudited consolidated statement of operations of TBHC for the 13 weeks ended April 4, 2026***; and

• the unaudited consolidated statement of operations of TCS for the 26 weeks ended June 27, 2026****.

*** Management utilized TBHC's historical consolidated statement of operations for the 13 weeks ended April 4, 2026 in preparing the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026. The historical condensed consolidated statement of operations of BBBY for the six months ended June 30, 2026 includes the historical results of operations of TBHC from the acquisition date of April 2, 2026 through June 30, 2026. Accordingly, the unaudited pro forma condensed combined statement of operations was prepared by combining BBBY's historical results for the six months ended June 30, 2026 with TBHC's historical results of operations for the 13 weeks ended April 4, 2026 to reflect the TBHC Merger as if it had occurred on January 1, 2025, consistent with Article 11 of Regulation S-X. As a result, the results of operations for the 4-week period ended January 31, 2026 are included in both the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 and the year ended December 31, 2025. For the 4-week period ended January 31, 2026, TBHC reported revenue of $21.2 million and a net loss from continuing operations of $11.5 million. Management concluded that the results of operations for the period from the April 2, 2026 acquisition date through April 4, 2026 are not material to BBBY's historical condensed consolidated statement of operations.

**** Management utilized TCS’ historical consolidated statement of operations for the 26 weeks ended June 27, 2026, in preparing the unaudited pro forma condensed combined statement of operations. The historical consolidated statement of operations for the 26-week period ended June 27, 2026 was derived by combining the results of operations for the 13-week period ended March 28, 2026 and the 13-week period ended June 27, 2026.  As a result, the 13-week period ended March 28, 2026 is included in both TCS’ historical consolidated statement of operations for the 26 weeks ended June 27, 2026 and its historical consolidated statement of operations for the fiscal year ended March 28, 2026. Accordingly, the results of operations for this 26-week period are reflected in both the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 and the year ended December 31, 2025. For the 13 weeks ended March 28, 2026, TCS reported net sales of $160.2 million and a net loss of $81.2 million. For the 13 weeks ended June 27, 2026, TCS reported net sales of $177.5 million and a net loss of $23.5 million.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives effect to the Business Combinations as if they had occurred on January 1, 2025, the beginning of the earliest period presented, and has been prepared by combining:

• the audited consolidated statement of operations of BBBY for the year ended December 31, 2025,

• the audited consolidated statement of operations of TBHC for the 52 weeks ended January 31, 2026, and

• the audited consolidated statement of operations of TCS for the fiscal year ended March 28, 2026.

The unaudited pro forma condensed combined financial information and corresponding notes to the unaudited pro forma condensed combined financial information were derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes:

• The historical unaudited consolidated financial statements of BBBY as of and for the six months ended June  30, 2026, as included in BBBY’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2026;

• The historical audited consolidated financial statements of BBBY as of and for the fiscal year ended December 31, 2025, as included in BBBY’s Annual Report on Form 10-K filed with the SEC on February 24, 2026;

• The historical audited consolidated financial statements of TBHC for the fiscal year ended January 31, 2026, as included in Amendment No. 1 to BBBY's Form 8-K (Form 8-K/A), filed with the SEC on May 8, 2026;

• The historical unaudited consolidated financial statements of TCS as of and for the 13 weeks ended June 27, 2026 and June 28, 2025, as included as Exhibit 99.1 to BBBY’s Current Report on Form 8-K, filed with the SEC on August 4, 2026; and

• The historical audited consolidated financial statements of TCS as of and for the fiscal year ended March 28, 2026, as included in Amendment No. 1 to BBBY’s Current Report on Form 8-K (Form 8-K/A), filed with the SEC on July 27, 2026.

Unaudited Pro Forma Condensed Combined Balance Sheet

(in thousands)

c				As of June 30, 2026				As of June 27, 2026												As of June 30, 2026
				Bed Bath & Beyond, Inc. (Historical)				The Container Store Group, Inc. (Historical, adjusted for reclassifications)				Transaction Accounting Adjustments				(Note 6)				Unaudited Pro Forma Condensed Combined Balance Sheet
Assets
Current assets:
Cash and cash equivalents				$	99,485			$	29,255				6,465				6(l)			$	127,705
													(7,500	)			6(a)
Restricted cash					26,891				-												26,891
Accounts receivable, net of allowance for credit losses					29,797				18,594												48,391
Inventories					52,157				144,610				263				6(g)				197,030
Prepaid expenses and other current assets					29,037				15,912				7,500				6(a)				44,949
													(7,500	)			6(e)
Total current assets					237,367				208,371				(772	)							444,966
Property and equipment, net					42,876				81,025				61,287				6(i)				185,188
Intangible assets, net					46,419				19,611				2,187				6(j)				68,217
Goodwill					101,946				2,451				171,525				6(d)				129,321
													(68,586	)			6(e)
													6,544				6(f)
													(263	)			6(g)
													(38,657	)			6(h)
													(61,287	)			6(i)
													(2,187	)			6(j)
													(155	)			6(k)
													17,990				6(m)
Equity securities, including securities measured at fair value					55,928				-												55,928
Operating lease right-of-use assets					115,796				255,325				43,669				6(h)				414,945
													155				6(k)
Other long-term assets, net including securities measured at fair value					33,819				5,623				(762	)			6(f)				30,050
													499				6(l)
													(9,129	)			6(l)
Total assets				$	634,151			$	572,406			$	122,058							$	1,328,615
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable				$	140,533			$	44,466											$	184,999
Accrued liabilities					68,251				71,205				706				6(c)				140,162
Unearned revenue					46,818				-												46,818
Operating lease liabilities, current					33,565				59,431				1,013				6(h)				94,009
Short-term debt, net					23,000				282				(7,500	)			6(e)				15,782
Total current liabilities					312,167				175,384				(5,781	)							481,770
Long-term debt, net					13,455				82,551				(4,462	)			6(e)				198,873
													111				6(f)
													108,470				6(e)
													(1,252	)			6(l)
Long-term debt, related party					-				221,748				12,924				6(b)				-
													(240,343	)			6(e)
													5,671				6(f)
Operating lease liabilities, non-current					83,068				234,551				3,999				6(h)				321,618
Other long-term liabilities, including commitments measured at fair value					10,373				16,067				17,990				6(m)				44,430
Total liabilities					419,063				730,301				(102,673	)							1,046,691
Stockholders’ equity (deficit):
Preferred stock					-																-
Common stock					9				-				-				6(d)				10
													1				6(e)
Additional paid‑in capital					1,294,141				11,311				(11,311	)			6(d)				1,361,889
													67,748				6(e)
Accumulated deficit					(898,606	)			(179,869	)			(706	)			6(c)				(898,103	)
													193,499				6(d)
													(12,924	)			6(b)
													499				6(l)
													4				6(l)
Accumulated other comprehensive loss					(2,574	)			10,663				(10,663	)			6(d)				(2,574	)
Treasury stock at cost					(178,206	)			-				(1,416	)			6(l)				(179,622	)
Total stockholders’ equity (deficit) attributable to stockholders of Bed Bath & Beyond, Inc.					214,764				(157,895	)			224,731								281,600
Equity attributable to noncontrolling interests					324																324
Total stockholders’ equity (deficit)					215,088				(157,895	)			224,731								281,924
Total liabilities and stockholders’ equity (deficit)				$	634,151			$	572,406			$	122,058							$	1,328,615

See accompanying notes to the unaudited pro forma condensed combined financial statements

Unaudited Pro Forma Condensed Combined Statements of Operations

(in thousands)

		Six Months Ended June 30, 2026 Bed Bath & Beyond, Inc. (Historical)				13 Weeks Ended April 4, 2026 The Brand House Collective, Inc. (Historical, adjusted for reclassifications)				Transaction Accounting Adjustments				(Note 4)				26 Weeks Ended June 27, 2026 The Container Store Group, Inc. (Historical, adjusted for reclassifications)				Transaction Accounting Adjustments				(Note 7)				Six Months Ended June 30, 2026 Unaudited Pro Forma Condensed Combined Statements of Operations
Net revenue		$	608,914			$	64,996											$	337,694			$	-							$	1,011,604
Cost of goods sold			453,035				45,739												166,844				-								665,618
Gross profit			155,879				19,257				-								170,850				-								345,986
Operating expenses:
Sales and marketing			75,418				14,785				1,082				4(e)				18,859				-								110,144
Technology			45,548				2,262				172				4(e)				15,732				4,486				7(d)				66,617
																							(1,583	)			7(d)
General and administrative			72,390				30,240				(2,460	)			4(k)				185,929				(5,965	)			7(c)				288,618
											213				4(e)				-				(4,236	)			7(d)
											500				4(d)				-				12,007				7(d)
Customer service and merchant fees			20,597																-												20,597
Other operating expense (income), net																															-
Long-lived asset impairment							5,147												9,559												14,706
Indefinite-lived asset impairment charges																			3,009												3,009
Gain on lease termination																			(3,542	)											(3,542	)
Other operating income , net			3,016																10,018												13,034
Gain on disposal of assets																			(64	)											(64	)
Total operating expenses			216,969				52,434				(493	)							239,500				4,709								513,119
Operating loss			(61,090	)			(33,177	)			493								(68,650	)			(4,709	)							(167,133	)
Interest income (expense), net			2,479				(1,350	)			375				4(b)				(13,906	)			880				7(a)				(4,184	)
											821				4(i)				-				9,895				7(e)
											(578	)			4(i)				-				(2,800	)			7(f)
Other income (expense), net			449				40				1,520				4(j)				-				-								2,009
Loss before income taxes			(58,162	)			(34,487	)			2,631								(82,556	)			3,266								(169,308	)
Provision for income taxes			(2,267	)			525				-				4(l)				22,155				-				7(i)				20,413
Net loss			(55,895	)			(35,012	)			2,631								(104,711	)			3,266								(189,721	)
Net loss per share of common stock:
Basic		$	(0.78	)																										$	(2.22	)
Diluted		$	(0.78	)																										$	(2.22	)
Weighted average shares of common stock outstanding:
Basic			71,693																												85,550
Diluted			71,693																												85,550

See accompanying notes to the unaudited pro forma condensed combined financial statements

Unaudited Pro Forma Condensed Combined Statements of Operations

(in thousands)

		The Year ended December 31, 2025 Bed Bath & Beyond, Inc. (Historical)				The 52 Weeks Ended January 31, 2026 The Brand House Collective, Inc. (Historical, adjusted for reclassifications)				Transaction Accounting Adjustments				(Note 4)				The Fiscal Year Ended March 28, 2026 The Container Store Group, Inc. (Historical, adjusted for reclassifications)				Transaction Accounting Adjustments				(Note 7)				The year ended December 31, 2025 Unaudited Pro Forma Condensed Combined Statements of Operations
Net revenue		$	1,044,616			$	395,782			$	(2,417	)			4(a)			$	670,096			$	-							$	2,108,077
Cost of goods sold			787,094				250,217				(1,651	)			4(a)				330,061				263				7(b)				1,365,984
Gross profit			257,522				145,565				(766	)							340,035				(263	)							742,093
Operating expenses:
Sales and marketing			143,356				62,519				3,848				4(e)				35,546				-								245,269
Technology			90,276				9,620				1,214				4(e)				36,135				14,319				7(d)				139,354
																							(12,210	)			7(d)
General and administrative			53,569				121,127				(645	)			4(k)				361,238				(6,457	)			7(c)				536,743
											2,165				4(c)				-				18,667				7(d)
											295				4(e)				-				(15,919	)			7(d)
											2,001				4(d)				-				706				7(g)
																			-				(4	)			7(h)
Customer service and merchant fees			37,324				-				-								-				-								37,324
Other operating expense (income), net			(5,790	)			-				-								-				-								(5,790	)
Indefinite-lived asset impairment charges																			3,009				-								3,009
Gain on lease termination, net																			(2,423	)			-								(2,423	)
Other expenses																			16,978				-								16,978
(Gain) loss on disposal of assets																			(64	)			-								(64	)
Gain on sale of internally developed intangible assets			-				(10,000	)			10,000				4(h)				-				-								-
Asset impairment			-				2,013				-								8,815				-								10,828
Total operating expenses			318,735				185,279				18,878								459,234				(898	)							981,228
Operating loss			(61,213	)			(39,714	)			(19,644	)							(119,199	)			635								(239,135	)
Interest income (expense), net			5,052				(6,024	)			1,873				4(b)				(21,316	)			1,084				7(a)				(9,017	)
											2,879				4(i)				-				13,968				7(e)
											(933	)			4(i)				-				(5,600	)			7(f)
Other (expense) income, net			(27,635	)			230				5,193				4(j)				-				-								(21,499	)
											622				4(g)				-				-
											91				4(f)				-				-
Loss before income taxes			(83,796	)			(45,508	)			(9,919	)							(140,515	)			10,087								(269,651	)
Provision for income taxes			825				358				-				4(l)				(639	)			-				7(i)				544
Net loss			(84,621	)			(45,866	)			(9,919	)							(139,876	)			10,087								(270,195	)
Net loss per share of common stock:
Basic		$	(1.41	)																										$	(3.51	)
Diluted		$	(1.41	)																										$	(3.51	)
Weighted average shares of common stock outstanding:
Basic			60,130																												76,940
Diluted			60,130																												76,940

See accompanying notes to the unaudited pro forma condensed combined financial statements

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended, and is presented for illustrative purposes only. The adjustments included in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of the effects of the Business Combinations on BBBY. The historical financial information of BBBY, TBHC and TCS has been prepared in accordance with U.S. GAAP.

The Business Combinations will be accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations (ASC 805), with BBBY treated as the accounting acquirer. Under the acquisition method, the consideration transferred for each Business Combination will be allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the applicable acquisition date. Any excess of the consideration transferred over the estimated fair value of the identifiable net assets acquired will be recognized as goodwill.

The purchase accounting reflected in the unaudited pro forma condensed combined financial information is preliminary and has been prepared based on estimates and assumptions made by BBBY's management. The final determination of the fair values of the assets acquired and liabilities assumed, the allocation of purchase consideration, and the evaluation of accounting policies for conformity may differ materially from the amounts presented herein. Accordingly, preliminary purchase price allocations and related pro forma adjustments are subject to change.

In determining the preliminary estimates of the fair values of the assets acquired and liabilities assumed, BBBY utilized publicly available information, market data and other assumptions that BBBY believes are reasonable under the circumstances. There can be no assurance that the final valuations will not differ materially from the preliminary estimates reflected herein. Changes in the estimated fair values of assets acquired and liabilities assumed may result in changes to the allocation of purchase consideration, including the amount assigned to goodwill, and may affect future depreciation and amortization expense.

The unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities, cost savings, operating synergies, revenue enhancements, restructuring activities, or other benefits or costs that may result from the Business Combinations, except to the extent required by Article 11 of Regulation S-X. The pro forma adjustments represent BBBY's best estimates based on information currently available and assumptions that BBBY believes are reasonable under the circumstances.

The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of the results of operations or financial position that would have been achieved had the Business Combinations occurred on the dates assumed. Further, the unaudited pro forma condensed combined financial information is not necessarily indicative of BBBY's future results of operations or financial position following the Business Combinations.

The unaudited pro forma condensed combined financial information gives effect to Business Combinations and includes the following:

• Reclassifications to conform the historical financial statement presentation of TBHC and TCS to BBBY's financial statement presentation (the “Reclassification Adjustments”); and

• Transaction accounting adjustments to reflect the preliminary allocation of purchase consideration to the identifiable assets acquired and liabilities assumed and estimated transaction costs directly attributable to the Business Combinations in accordance with ASC 805 (the “Transaction Accounting Adjustments”);

Management utilized the unaudited consolidated balance sheet of TCS as of June 27, 2026 in preparing the unaudited pro forma condensed combined balance sheet, as it represents the closest balance sheet date to the July 8, 2026 acquisition date. For pro forma purposes, certain transaction accounting adjustments were applied to reflect transactions occurring between June 27, 2026 and July 8, 2026:

a. To reflect the issuance of the $7.5 million short-term promissory note by BBBY to TCS. The promissory note was issued after June 27, 2026, but prior to the consummation of the TCS Merger, and represented a preexisting relationship between BBBY and TCS as of acquisition date. Upon consummation of the TCS Merger, the promissory note was settled as the preexisting relationship, which resulted in a reduction of the purchase consideration transferred in accordance with ASC 805. See Note 6(a).

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b. To reflect $12.9 million of additional interest and fees related to TCS’ debt incurred after June 27, 2026, but prior to the consummation of the TCS Merger, which were settled upon the consummation of the TCS Merger as part of the debt settlement. See Note 6(b).

Effective January 28, 2025, TCS Holdings became the direct holding company of TCS in connection with TCS’ emergence from bankruptcy pursuant to its Plan of Reorganization. TCS Holdings has no material assets other than its ownership of 100% of the outstanding capital stock of TCS and conducts no independent operations and has no revenues or employees of its own.  The historical unaudited consolidated financial statements of TCS as of and for the 13 weeks ended June 27, 2026, as included in Amendment No. 1 to BBBY's Current Report on Form 8-K. The audited consolidated financial statements of TCS as of and for the fiscal year ended March 28, 2026 are included as Exhibit 99.1 to BBBY’s Current Report on Form 8-K filed with the SEC on July 27, 2026. As the financial statements of TCS Holdings are not included in this current report, their exclusion had no effect on the pro forma net loss per share for the six months ended June 30, 2026 and the year ended December 31, 2025.

2. Reclassification Adjustments

During the preparation of this unaudited pro forma condensed combined financial information, BBBY management performed a preliminary review of the financial information of the acquired companies to identify differences in accounting policies and financial statement presentation as compared to those of BBBY. At the time of preparing the unaudited pro forma condensed combined financial information, other than the reclassification adjustments described herein, BBBY is not aware of any other material differences. However, BBBY will continue to perform its detailed review of the accounting policies of the acquired companies. Upon completion of that review, differences may be identified between the accounting policies of BBBY and those of the acquired companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.

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The following tables present TBHC's historical consolidated statement of operations for the 13 weeks ended April 4, 2026 and historical consolidated statement of operations for the year ended January 31, 2026, reclassified to conform to BBBY's financial statement presentation. The Reclassification Adjustments do not affect TBHC's historical net loss, total assets, total liabilities, or total stockholders' equity.

Unaudited Reclassified Condensed Combined Statements of Operations

For the 13 Weeks Ended April 4, 2026

(in thousands)

Bed Bath & Beyond, Inc.		The Brand House Collective, Inc.		The Brand House Collective, Inc.				Reclassification Adjustments			Notes		The Brand House Collective, Inc. (Historical, adjusted for reclassifications)
Net revenue		Net sales		$	64,996			$	-				$	64,996
Cost of goods sold		Cost of sales			60,047				(14,308	)	(a)			45,739
Gross profit		Gross profit			4,949				14,308					19,257
Operating expenses:		Operating expenses:
Sales and marketing					-				14,308		(a)			14,785
									442		(b)
									35		(c)
Technology					-				777		(b)			2,262
									1,258		(c)
									227		(d)
General and administrative					-				19,013		(b)			30,240
									10,946		(c)
									281		(d)
Customer service and merchant fees					-									-
		Compensation and benefits			20,232				(20,232	)	(b)			-
Other operating expenses (income), net		Other operating expenses			12,239				(12,239	)	(c)			-
		Depreciation (exclusive of depreciation included in cost of sales)			508				(508	)	(d)			-
		Asset impairment			5,147				-					5,147
Total operating expenses		Total operating expenses			38,126				14,308					52,434
Operating loss		Operating loss			(33,177	)			-					(33,177	)
Interest income, net					-				(1,350	)	(e)			(1,350	)
		Interest expense			(1,350	)			1,350		(e)			-
Other income (expense), net		Other income			40				-					40
Loss before income taxes		Loss before income taxes			(34,487	)			-					(34,487	)
Provision for income taxes		Income tax expense (benefit)			525				-					525
Net loss		Net loss		$	(35,012	)		$	-				$	(35,012	)

(a) Reclassification of TBHC's store occupancy expenses from TBHC's “Cost of sales” to BBBY's “Sales and marketing.”

(b) Reclassification of TBHC's “Compensation and benefits” to BBBY's “Sales and marketing,” “Technology,” and “General and administrative”.

(c) Reclassification of TBHC 's “Other operating expenses” to BBBY's “Sales and marketing,” “Technology,” and “General and administrative.”

(d) Reclassification of TBHC 's “Depreciation (exclusive of depreciation included in cost of sales)” to BBBY's “Technology,” and “General and administrative.”

(e) Reclassification of TBHC 's “Interest expense” to BBBY's “Interest income, net.”

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Unaudited Reclassified Condensed Combined Statements of Operations

For the 52 Weeks Ended January 31, 2026

(in thousands)

Bed Bath & Beyond, Inc.		The Brand House Collective, Inc.		The Brand House Collective, Inc.				Reclassification Adjustments			Notes		The Brand House Collective, Inc. (Historical, adjusted for reclassifications)
Net revenue		Net sales		$	395,782			$	-				$	395,782
Cost of goods sold		Cost of sales			310,709				(60,492	)	(a)			250,217
Gross profit		Gross profit			85,073				60,492					145,565
Operating expenses:		Operating expenses:
Sales and marketing					-				60,492		(a)			62,519
									1,549		(b)
									478		(c)
Technology					-				2,926		(b)			9,620
									4,828		(c)
									1,866		(d)
General and administrative					-				72,341		(b)			121,127
									48,333		(c)
									453		(d)
Customer service and merchant fees					-				-					-
		Compensation and benefits			76,816				(76,816	)	(b)			-
Other operating expenses (income), net		Other operating expenses			53,639				(53,639	)	(c)			-
		Depreciation (exclusive of depreciation included in cost of sales)			2,319				(2,319	)	(d)			-
		Gain on sale of internally developed intangible assets			(10,000	)			-					(10,000	)
		Asset impairment			2,013				-					2,013
Total operating expenses		Total operating expenses			124,787				60,492					185,279
Operating loss		Operating loss			(39,714	)			-					(39,714	)
Interest income, net					-				(6,024	)	(e)			(6,024	)
		Interest expense			(6,024	)			6,024		(e)			-
Other income (expense), net		Other income			230				-					230
Loss before income taxes		Loss before income taxes			(45,508	)			-					(45,508	)
Provision for income taxes		Income tax expense (benefit)			358				-					358
Net loss		Net loss		$	(45,866	)		$	-				$	(45,866	)

(a) Reclassification of TBHC's store occupancy expenses from TBHC's “Cost of sales” to BBBY's “Sales and marketing.”

(b) Reclassification of TBHC's “Compensation and benefits” to BBBY's “Sales and marketing,” “Technology,” and “General and administrative”.

(c) Reclassification of TBHC 's “Other operating expenses” to BBBY's “Sales and marketing,” “Technology,” and “General and administrative.”

(d) Reclassification of TBHC 's “Depreciation (exclusive of depreciation included in cost of sales)” to BBBY's “Technology,” and “General and administrative.”

(e) Reclassification of TBHC 's “Interest expense” to BBBY's “Interest income, net.”

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The following tables present TCS’ historical balance sheet as of June 27, 2026, and historical consolidated statement of operations for the six months and fiscal year ended June 27, 2026, reclassified to conform to BBBY's financial statement presentation. The Reclassification Adjustments do not affect TCS’ historical net loss, total assets, total liabilities, or stockholders' equity.

Unaudited Reclassified Condensed Combined Balance Sheet as of June 27, 2026

 (in thousands)

Bed Bath & Beyond, Inc.		The Container Store Group, Inc.		The Container Store Group, Inc.				Reclassification Adjustments			Notes		The Container Store Group,Inc. (Historical, adjusted for reclassifications)
Assets
Current assets:
Cash and cash equivalents		Cash		$	29,255			$	-				$	29,255
Restricted cash					-				-					-
Accounts receivable, net of allowance for credit losses		Accounts receivable, net			18,594				-					18,594
Inventories		Inventory			144,610				-					144,610
Prepaid expenses and other current assets		Prepaid expenses			12,521				3,391		(a)			15,912
		Income taxes receivable			752				(752	)	(a)			-
		Other current assets			2,639				(2,639	)	(a)			-
Total current assets					208,371				-					208,371
Property and equipment, net		Property and equipment, net			81,025				-					81,025
Intangible assets, net		Trade names			19,611				-					19,611
Goodwill		Goodwill			2,451				-					2,451
Equity securities, including securities measured at fair value					-				-					-
Operating lease right-of-use assets		Noncurrent operating lease right-of-use assets			255,325				-					255,325
		Deferred financing costs, net			762				(762	)	(b)			-
Other long-term assets, net including securities measured at fair value		Other assets			4,861				762		(b)			5,623
Total assets				$	572,406			$	-				$	572,406
Liabilities and Stockholder's Equity (Deficit)
Current liabilities:
Accounts payable		Accounts payable		$	44,466			$	-				$	44,466
Accrued liabilities		Accrued liabilities			71,018				187		(c)			71,205
Unearned revenue					-									-
Operating lease liabilities, current		Current operating lease liabilities			59,431				-					59,431
Short-term debt, net		Current portion of long-term debt			282				-					282
		Income taxes payable			187				(187	)	(c)			-
Total current liabilities					175,384				-					175,384
Long-term debt, net		Long-term debt			82,551									82,551
		Long-term debt, related party			221,748									221,748
Operating lease liabilities, non-current		Noncurrent operating lease liabilities			234,551				-					234,551
		Noncurrent deferred tax liabilities, net			7,848				(7,848	)	(d)			-
Other long-term liabilities, including commitments measured at fair value		Other long-term liabilities			8,219				7,848		(d)			16,067
Total liabilities					730,301				-					730,301
Stockholders’ equity (deficit):
Preferred stock		Preferred stock			-				-					-
Common stock		Common stock			-				-					-
Additional paid‑in capital		Additional paid‑in capital			11,311				-					11,311
Accumulated deficit		Retained deficit			(179,869	)			-					(179,869	)
Accumulated other comprehensive loss		Accumulated other comprehensive income			10,663									10,663
Treasury stock at cost					-				-					-
Total stockholders’ equity (deficit) attributable to stockholders of Bed Bath & Beyond, Inc.					(157,895	)			-					(157,895	)
Equity attributable to noncontrolling  interests					-				-					-
Total stockholders’ equity (deficit)					(157,895	)			-					(157,895	)
Total liabilities and stockholders’ equity (deficit)				$	572,406			$	-				$	572,406

(a) Reclassification of TCS’ “Income taxes receivable,” and “Other current assets” to BBBY's “Prepaid expenses and other current assets.”

(b) Reclassification of TCS’ “Deferred financing costs, net” to BBBY's “Other long-term assets, net including securities measured at fair value.”

(c) Reclassification of TCS’ “Income taxes payable” to BBBY's “Accrued liabilities.”

(d) Reclassification of TCS’ “Noncurrent deferred tax liabilities, net” to BBBY's “Other long-term liabilities, including commitments measured at fair value.”

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Unaudited Reclassified Condensed Combined Statements of Operations

For the 26 Weeks Ended June 27, 2026

(in thousands)

				13 Weeks Ended March 28, 2026									13 Weeks Ended June 27, 2026									26 Weeks Ended June 27, 2026
Bed Bath & Beyond, Inc.		The Container Store Group, Inc.		The Container Store Group, Inc.				Reclassification Adjustments			Notes		The Container Store Group, Inc.				Reclassification Adjustments			Notes		The Container Store Group, Inc. (Historical, adjusted for reclassifications)
Net revenue		Net sales		$	160,179			$	-				$	177,515			$	-				$	337,694
Cost of goods sold		Cost of sales (excluding depreciation and amortization)			85,713				-					81,131				-					166,844
Gross profit		Gross profit			74,466				-					96,384				-					170,850
Operating expenses		Operating expenses
Sales and marketing					-				10,073		(e)			-				8,786		(e)			18,859
Technology					-				6,084		(e)			-				6,577		(e)			15,732
									1,488		(g)			-				1,583		(g)
General and administrative					-				88,292		(e)			-				88,218		(e)			185,929
									106		(f)			-				98		(f)
									4,979		(g)			-				4,236		(g)
Customer service and merchant fees					-				-					-				-					-
Other operating expenses (income), net					-				-					-				-					-
		Selling, general, and administrative expenses (excluding depreciation and amortization)			104,449				(104,449	)	(e)			103,581				(103,581	)	(e)			-
		Pre-opening costs			106				(106	)	(f)			98				(98	)	(f)			-
		Depreciation and amortization			6,467				(6,467	)	(g)			5,819				(5,819	)	(g)			-
		Long-lived asset impairment			8,815									744									9,559
		Indefinite-lived asset impairment charges			3,009									-									3,009
		Gain on lease termination			(1,423	)			-					(2,119	)			-					(3,542	)
		Other expenses (gain)			5,935				-					4,083				-					10,018
		(Gain) loss on disposal of assets			(64	)			-					-				-					(64	)
Total operating expenses					127,294				-					112,206				-					239,500
Operating loss		Loss from operations			(52,828	)			-					(15,822	)			-					(68,650	)
Interest income, net					-				(6,234	)	(h)			-				(7,672	)	(h)			(13,906	)
		Interest expense, net			(6,234	)			6,234		(h)			(7,672	)			7,672		(h)			-
Other income (expense), net														-									-
Loss before income taxes		Loss before taxes			(59,062	)			-					(23,494	)			-					(82,556	)
Provision for income taxes		Provision (benefit) for income taxes			22,169				-					(14	)			-					22,155
Net loss		Net loss		$	(81,231	)		$	-				$	(23,480	)		$	-				$	(104,711	)

(e) Reclassification of TCS’ “Selling, general, and administrative expenses” to BBBY's “Sales and marketing”, “Technology” and “General and administrative”

(f) Reclassification of TCS’ “Pre-opening costs” to BBBY's “General and administrative”

(g) Reclassification of TCS’ “Depreciation and amortization” to BBBY's “Technology” and “General and administrative”

(h) Reclassification of TCS’ “Interest expense” to BBBY's “Interest income, net”

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Unaudited Reclassified Condensed Combined Statements of Operations

For The Year Ended March 28, 2026

(in thousands)

Bed Bath & Beyond, Inc.		The Container Store Group, Inc.		The Container Store Group, Inc.				Reclassification Adjustments			Notes		The Container Store Group, Inc. (Historical, adjusted for reclassifications)
Net revenue		Net sales		$	670,096			$	-				$	670,096
Cost of goods sold		Cost of sales (excluding depreciation and amortization)			330,061				-					330,061
Gross profit		Gross profit			340,035				-					340,035
Operating expenses		Operating expenses:
Sales and marketing					-				35,546		(e)			35,546
Technology					-				23,925		(e)			36,135
									12,210		(g)
General and administrative					-				345,040		(e)			361,238
									279		(f)
									15,919		(g)
Customer service and merchant fees					-				-					-
Other operating expenses (income), net					-				-					-
		Selling, general, and administrative expenses (excluding depreciation and amortization)			404,511				(404,511	)	(e)			-
		Indefinite-lived asset impairment charges			3,009				-					3,009
		Pre-opening costs			279				(279	)	(f)			-
		Depreciation and amortization			28,129				(28,129	)	(g)			-
		Long-lived asset impairment charges			8,815				-					8,815
		Gain on lease termination, net			(2,423	)			-					(2,423	)
		Other expenses			16,978				-					16,978
		(Gain) loss on disposal of assets			(64	)			-					(64	)
Total operating expenses					459,234				-					459,234
Operating loss		Loss from operations			(119,199	)			-					(119,199	)
Interest income, net					-				(21,316	)	(h)			(21,316	)
		Interest expense, net			(21,316	)			21,316		(h)			-
Other income (expense), net									-					-
Loss before income taxes		Loss before taxes			(140,515	)			-					(140,515	)
Provision for income taxes		Provision (benefit) for income taxes			(639	)			-					(639	)
Net loss		Net loss		$	(139,876	)		$	-				$	(139,876	)

(e) Reclassification of TCS’ “Selling, general, and administrative expenses” to BBBY's “Sales and marketing”, “Technology” and “General and administrative”

(f) Reclassification of TCS’ “Pre-opening costs” to BBBY's “General and administrative”

(g) Reclassification of TCS’ “Depreciation and amortization” to BBBY's “Technology” and “General and administrative”

(h) Reclassification of TCS’ “Interest expense” to BBBY's “Interest income, net”

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3. Purchase Price and Purchase Price Allocation — TBHC

Management performed a preliminary estimation of the fair value of the TBHC assets and liabilities as of the acquisition date. As of the date of this current report, BBBY is still in the process of evaluating the various assumptions of the valuation studies necessary to arrive at the required estimates of the fair value of the TBHC assets acquired and liabilities assumed and the related purchase price allocation. The preliminary fair value estimates are subject to change based on the final valuations. The estimated preliminary fair values of the TBHC assets and liabilities are based on discussions with TBHC’s management, preliminary valuation studies, the transaction due diligence, and information presented in TBHC financial statements. The final purchase price and purchase price allocation may be different than the information that is presented herein, and such differences could be material.

Purchase Price

The following table summarizes the purchase price (in thousands, except shares and per share price):

(in thousands, except shares)
TBHC's shares outstanding as of April 2, 2026			22,508,285
Existing shares in TBHC held by BBBY			(8,934,461	)
TBHC's shares outstanding as of April 2, 2026, excluding shares owned by BBBY			13,573,824
Exchange ratio as per TBHC Merger Agreement			0.1993
Total estimated outstanding shares			2,705,263
BBBY's stock price as of April 2, 2026		$	4.62
Share consideration		$	12,498
Add: Accelerated vesting of equity awards			1,145
Add: Settlement of indebtedness			10,000
Add: Settlement of preexisting relationships			48,246
Fair value of consideration transferred		$	71,889

Preliminary Estimated Purchase Price Allocation

The following table summarizes the allocation of the estimated fair value of the purchase consideration to the assets acquired and liabilities assumed (in thousands):

(in thousands)
Inventories			56,194
Prepaid expenses and other current assets			7,076
Property and equipment			34,128
Operating lease right-of-use assets			121,731
Other long-term assets			2,477
Total assets			221,606
Accounts payable			53,887
Accrued liabilities			18,643
Unearned revenue			143
Operating lease liabilities, current			33,520
Long-term debt			6,811
Operating lease liabilities, non-current			85,699
Other liabilities			6,317
Net assets acquired			16,586
Total purchase consideration		$	71,889
Less: Fair value of previously held equity interest			(8,398	)
Goodwill		$	63,701

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4. Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations — TBHC

The following pro forma transaction accounting adjustments reflect BBBY's preliminary estimates and assumptions related to the TBHC Merger. The final determination of the fair values of the assets acquired and liabilities assumed and the allocation of purchase consideration, may differ materially from the amounts presented herein. Accordingly, these transaction accounting adjustments are subject to change as additional information becomes available during the measurement period.

Pro Forma Transaction Accounting Adjustments:

(a) To reflect the elimination of $0.8 million in collaboration fee revenue recognized by BBBY from their collaboration agreement with TBHC. In addition, this adjustment reflects the elimination of $1.7 million in each of net revenue and cost of goods sold, related to inventory sold by BBBY to TBHC as this would be considered intercompany and eliminated in consolidation.

(b) To reflect the elimination of the historical amortization of deferred debt issuance costs related to Bank of America debt and BBBY related party debt in connection with the TBHC Acquisition.

(c) To reflect the recognition of $2.2 million of nonrecurring expense incurred in connection with the TBHC Merger that were not reflected in the historical statements of operations. These transaction costs are primarily comprised of investment banking fees, legal fees and other related advisory costs, and directors’ and officers’ liability tail insurance.

(d) To reflect the incremental adjustment to eliminate historical operating lease expense and record operating lease expense based on the adjusted lease schedule, reflecting the remeasurement of operating lease right-of-use assets, including favorable lease assets, current operating lease liabilities, and non-current operating lease liabilities using the combined entity's incremental borrowing rate as of the acquisition date.

(e) To reflect the incremental depreciation expense resulting from the property and equipment fair value adjustment, based on the estimated acquisition-date fair value and the estimated remaining useful lives.

(f) To reflect the gain recognized from remeasuring BBBY's previously held equity interest in TBHC to its acquisition-date fair value.

(g) To reflect the elimination of the change in the fair value of the delayed draw commitment, as the commitment represents an intercompany lending arrangement upon consolidation.

(h) To reflect the elimination of TBHC’s gain on sale of internally developed intangible assets sold to BBBY as this would be considered intercompany and eliminated in consolidation.

(i) To reflect the elimination of interest expense associated with the $10.0 million of Bank of America debt repaid in connection with the TBHC Merger, and the elimination of intercompany interest expense and the corresponding intercompany interest income related to the debt between BBBY and TBHC, as the intercompany debt and related interest would be eliminated in consolidation.

(j) To reflect the elimination of the historical equity investment gain related to TBHC which became a wholly owned subsidiary upon the acquisition.

(k) To reflect the elimination of compensation expense related to TBHC RSU equity awards that accelerated upon the acquisition date.

(l) No pro forma tax adjustment has been recorded, as the impact to the unaudited pro forma condensed consolidated statement of operations is not material.

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5. Purchase Price and Purchase Price Allocation — TCS

Management performed a preliminary estimation of the fair value of the TCS assets and liabilities as of the acquisition date. As of the date of this current report, BBBY is still in the process of evaluating the various assumptions of the valuation studies necessary to arrive at the required estimates of the fair value of the TCS assets acquired and liabilities assumed and the related purchase price allocation. The preliminary fair value estimates are subject to change based on the final valuations. The estimated preliminary fair values of the TCS assets and liabilities are based on discussions with TCS’ management, preliminary valuation studies, the transaction due diligence, and information presented in TCS financial statements. The final purchase price and purchase price allocation may be different than the information that is presented herein, and such differences could be material.

Purchase Price

The following table summarizes the purchase price (in thousands, except shares and per share price):

(in thousands, except shares)
BBBY common stock issued			13,714,287
BBBY's closing share price of $5.37 on July 8, 2026, net of a $0.43 per share discount for lack of marketability applied to the unregistered shares issued		$	4.94
Share consideration		$	67,749
Add: Fair value of Convertible Notes issued			108,470
Add: Settlement of preexisting relationships			(7,500	)
Fair value of consideration transferred		$	168,719

Preliminary Estimated Purchase Price Allocation

The following table summarizes allocation of the preliminary estimate of the purchase price to the assets acquired and liabilities assumed (in thousands):

(in thousands)
Cash and cash equivalents		$	21,755
Accounts receivable			18,594
Inventories			144,873
Prepaid expenses and other current assets			15,912
Property and equipment			142,312
Intangible assets			21,798
Operating lease right-of-use assets			299,149
Other long-term assets			4,861
Total assets			669,254
Accounts payable			44,466
Accrued liabilities			71,911
Operating lease liabilities, current			60,444
Short-term debt, net			282
Long-term debt, net			78,200
Operating lease liabilities, non-current			238,550
Other long-term liabilities, including commitments measured at fair value			34,057
Net assets acquired			141,344
Total purchase consideration		$	168,719
Goodwill		$	27,375

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6. Adjustments to the Unaudited Pro Forma Combined Balance Sheet — TCS

The following pro forma transaction accounting adjustments reflect BBBY's preliminary estimates and assumptions related to the TCS Merger. The final determination of the fair values of the assets acquired and liabilities assumed and the allocation of purchase consideration, may differ materially from the amounts presented herein. Accordingly, these transaction accounting adjustments are subject to change as additional information becomes available during the measurement period.

Pro Forma Transaction Accounting Adjustments:

(a) To reflect the issuance of the $7.5 million short-term promissory note by BBBY to TCS on TCS’s balance sheet as of June 27, 2026. The corresponding entry was already recorded by BBBY as of June 30, 2026. The promissory note was issued on June 29, 2026 and represented a preexisting relationship between BBBY and TCS as of the acquisition date. Upon consummation of the TCS Merger, the promissory note was settled as the preexisting relationship, which resulted in a reduction of the purchase consideration transferred in accordance with ASC 805.

(b) To reflect $12.9 million of additional interest and fees related to TCS’ debt incurred after June 27, 2026, but prior to the consummation of the TCS Merger, which were settled upon the consummation of the TCS Merger as part of the debt settlement.

(c) To reflect the recognition of an accrued liability of $0.7 million for the transaction bonus obligation assumed by BBBY as part of the TCS Merger, which will be settled through the issuance of 142,857 shares of BBBY Common Stock at the price of $4.94 per share.

(d) To reflect the elimination of TCS’ historical common stock, additional paid-in capital, accumulated deficit, and accumulated other comprehensive loss as of the acquisition date.

(e) To reflect the settlement of TCS indebtedness of $244.8 million through the issuance of Convertible Notes with a fair value of $108.4 million to TCS debt holders,  the issuance of BBBY Common Stock with a fair value of $67.7 million, and the settlement of $7.5 million of notes representing a preexisting relationship, with the corresponding offset of $68.6 million recorded to goodwill. The repayment of the TCS indebtedness is included in consideration transferred because the debt agreements required repayment upon the occurrence of a change in control effected by the TCS Merger, and the TCS Merger Agreement required settlement of the indebtedness as a condition to closing. Accordingly, in accordance with ASC 805, the settlement of the TCS indebtedness is accounted for as consideration transferred in the TCS Merger.

(f) To reflect the write-off of $6.5 million of unamortized deferred debt issuance costs resulting from BBBY's payment to extinguish TCS’ outstanding indebtedness upon the closing of the TCS Merger.

(g) To reflect the fair value incremental adjustment of $0.3 million to inventory, based on an estimated fair value of $144.9 million. The related fair value adjustment is assumed to be recognized through cost of sales over TCS’ historical inventory turnover period of approximately five months.

(h) To reflect an incremental adjustment to remeasure the acquired operating lease right-of-use assets and current and non-current operating lease liabilities using the combined entity's incremental borrowing rate as of the acquisition date, resulting in operating lease right-of-use assets and corresponding operating lease liabilities of $299.0 million.

(i) To reflect an incremental fair value adjustment of $61.3 million to property and equipment, consisting of adjustments to owned real property, valued using the cost and market approach, and personal property, valued using the replacement cost approach, to their acquisition-date fair values of $25.4 million and $116.9 million, respectively.

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PPE Class		Fair Value as of July 8, 2026
(in thousands)
Land and buildings		$	25,392
Furniture and fixtures			14,555
Machinery and equipment			34,438
Computer software and equipment			25,933
Leasehold improvements			30,509
Construction in progress			10,885
Other			600
Total		$	142,312

(j) To reflect an incremental fair value adjustment of $2.2 million to identifiable intangible assets to their preliminary estimated acquisition-date fair value of $21.8 million, consisting of the TCS trademark and Elfa trademark with preliminary estimated fair values of $9.7 million and $12.1 million, respectively. Both trademarks were valued using the relief-from-royalty method and are considered to have indefinite useful lives.

(k) To reflect a $0.2 million adjustment to the operating lease right-of-use assets to reflect favorable lease terms relative to market terms as of the acquisition date.

(l) To reflect the settlement of BBBY's participation interests in the TCS term loan acquired from certain TCS debt holders in November 2025 and January 2026. Pursuant to the participation agreements, such debt holders granted BBBY rights to receive specified principal and interest payments associated with the underlying TCS term loan. The settlement of BBBY's participation interests with the TCS debt holders resulted in an increase in cash of $6.5 million, a decrease in treasury shares of $1.4 million, a decrease in Convertible Notes of $1.3 million, increase of the participation receivable of $0.5 million related to the accrued interest, derecognition of the participation receivable of $9.1 million, and recognition of a gain on settlement of less than $0.1 million.

(m) To reflect the recognition of a deferred tax liability of $18.0 million as of the acquisition date.

7. Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations — TCS

The following pro forma transaction accounting adjustments reflect BBBY's preliminary estimates and assumptions related to the TCS Merger. The final determination of the fair values of the assets acquired and liabilities assumed and the allocation of purchase consideration, may differ materially from the amounts presented herein. Accordingly, these transaction accounting adjustments are subject to change as additional information becomes available during the measurement period.

Pro Forma Transaction Accounting Adjustments:

(a) To reflect the elimination of the historical amortization of debt issuance costs related to indebtedness that was settled in connection with the TCS Merger.

(b) To reflect the amortization of the inventory fair value adjustment. For purposes of the unaudited pro forma condensed consolidated financial information, the inventory fair value adjustment is assumed to be recognized over TCS’ historical inventory turnover period of approximately five months.

(c) To reflect the incremental adjustment to eliminate historical operating lease expense and record operating lease expense based on the adjusted lease schedule, reflecting the remeasurement of operating lease right-of-use assets, including favorable lease assets, current operating lease liabilities, and non-current operating lease liabilities using the combined entity's incremental borrowing rate as of the acquisition date.

(d) To reflect the incremental depreciation expense resulting from the property and equipment fair value adjustment, based on the estimated acquisition-date fair value and the estimated remaining useful lives.

(e) To reflect the elimination of historical interest expense associated with TCS’ debt that was settled by BBBY in connection with the closing of the TCS Merger.

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(f) To reflect interest expense related to the Convertible Notes issued in connection with the TCS Merger.

(g) To reflect compensation expense of $0.7 million related to the transaction bonus obligation assumed by BBBY in connection with the TCS Merger, which was settled through the issuance of 142,857 shares of BBBY Common Stock.

(h) To reflect the gain of less than $0.1 million recognized on the settlement of BBBY's participation interest in the TCS term loan in connection with the closing of the TCS Merger.

(i) No pro forma tax adjustment has been recorded, as the impact to the unaudited pro forma condensed consolidated statement of operations is not material

8. Pro forma basic and diluted weighted average common shares outstanding

Pro forma basic and diluted weighted average common shares outstanding have been adjusted for the following:

		Six Months Ended
		June 30, 2026
Historical weighted average number of BBBY's shares outstanding - basic and diluted			71,693
Impact of issuance of BBBYs shares to TCS debt holders assuming issuance as of January 1, 2025			13,714
Impact of the issuance of BBBY shares to settle the transaction bonus as of January 2, 2025			143
Pro forma weighted average number of BBBY's shares outstanding - basic and diluted*			85,550

		Year Ended
		December 31, 2025
Historical weighted average number of BBBY's shares outstanding - basic and diluted			60,130
Impact of issuance of BBBYs shares to TBHC shareholders assuming issuance as of January 1, 2025			2,705
Impact of issuance of BBBYs shares for accelerated TBHC's RSUs assuming acceleration as of January 1, 2025			248
Impact of issuance of BBBYs shares to TCS debt holders assuming issuance as of January 1, 2025			13,714
Impact of the issuance of BBBY shares to settle the transaction bonus as of January 2, 2025			143
Pro forma weighted average number of BBBY's shares outstanding - basic and diluted*			76,940

*The computation of the pro forma weighted average number of BBBY's shares outstanding - basic and diluted for the six months ended June 30, 2026 and the year ended December 31, 2025 excludes the shares issuable upon conversion of the Convertible Notes, as their inclusion would have been anti-dilutive.

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Filing Exhibits & Attachments

15 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 523.4 KB
• EX-99.2 EXHIBIT 99.2 281.3 KB
• EX-99.3 EXHIBIT 99.3 267.0 KB
• EX-99.4 EXHIBIT 99.4 297.4 KB
• EX-99.5 EXHIBIT 99.5 221.8 KB
• EX-99.6 EXHIBIT 99.6 190.0 KB
• EX-99.7 EXHIBIT 99.7 143.9 KB
• EX-99.8 EXHIBIT 99.8 1.4 MB

Financial & Certifications

• EX-23.1 EXHIBIT 23.1 2.3 KB
• EX-23.2 EXHIBIT 23.2 2.3 KB
• EX-23.3 EXHIBIT 23.3 4.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 17.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 25.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 19.3 KB