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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.
Bed Bath & Beyond, Inc. disclosed that on August 3, 2026, Executive Chairman and Chief Executive Officer Marcus Lemonis voluntarily forfeited options to purchase an aggregate of 1,750,000 shares of common stock. These options represented all awards outstanding under an Executive Chairman Performance Award Grant Notice and Award Agreement dated February 20, 2024.
Mr. Lemonis received no consideration for the forfeiture and provided a written acknowledgment that the company made no commitments to grant any replacement equity awards. The stated purpose is to return the shares underlying the options to the company’s Amended and Restated 2005 Equity Incentive Plan so they may be used for future grants to other employees.
Bed Bath & Beyond, Inc. reported Q2 2026 net revenue of $361,159 (in thousands), up from $282,251 (in thousands) a year earlier, but remained unprofitable with a Q2 net loss of $39,497 (in thousands) and six‑month loss of $55,895 (in thousands).
Cash, cash equivalents and restricted cash totaled $126,376 (in thousands) at June 30, 2026, after using $50,040 (in thousands) in operating cash flow year‑to‑date. Total assets were $634,151 (in thousands) and total liabilities $419,063 (in thousands), including growing lease obligations and $36,455 (in thousands) of debt.
The company pursued an acquisitive strategy, closing the $71,889 (in thousands) purchase of The Brand House Collective (Kirkland’s) and a $37,080 (in thousands) all‑stock deal for SFV Services, generating significant goodwill. Subsequent to quarter‑end it completed The Container Store acquisition, issuing 13,714,287 shares and $112.6 million of 5.00% Convertible Senior Notes, and agreed to acquire F9 Brands. It also recognized $9.5 million of tariff refunds and interest, largely reducing cost of goods sold.
Bed Bath & Beyond, Inc. reported second-quarter 2026 net revenue of $361 million, a 28.0% year-over-year increase and its second consecutive quarter of revenue growth after nineteen quarters of decline. Active customers rose 47% to 6.4 million, orders delivered climbed 117% to 2.8 million, and orders per active customer increased to 1.79.
The company still posted a net loss of $39 million, compared with $19 million a year earlier, and adjusted EBITDA was a negative $12 million. For the first six months of 2026, free cash flow was $(54,689) thousand. Cash, cash equivalents, and restricted cash totaled $126 million at June 30, 2026.
Strategically, the parent company is being rebranded as Neighborhood Intelligence, relocating its headquarters to Nashville, Tennessee, and transferring its common stock and warrants from the NYSE to Nasdaq, where the common shares are expected to trade under ticker NXH beginning August 17, 2026. Management is organizing around three pillars—Omni-Channel Retail, Home Services, and Home Ownership—and, as it integrates recent acquisitions onto one platform, believes it can remove more than $50 million of annualized cost over the next twelve months.
Bed Bath & Beyond Inc. completed the acquisition of The Container Store Holdings, LLC on July 8, 2026, paying with 13,714,287 shares of common stock and $112,553,000 of 5.00% Senior Convertible Notes due 2033. All TCS Holdings equity was cancelled with no consideration, and TCS is now a wholly owned subsidiary.
The Convertible Notes are initially convertible at 109.8901 shares per $1,000 (about $9.10 per share). Assuming full conversion at the maximum rate, an additional 25,458,575 shares could be issued. Based on 95,330,379 shares outstanding on July 24, 2026, Noteholders, including their merger shares, would hold about 32.2% of the common stock, while pre‑merger holders would drop to roughly 67.8%, creating substantial dilution.
Because potential issuance exceeds 20% of outstanding shares, NYSE rules require stockholder approval of this stock issuance proposal. If approval is delayed, the note interest rate steps up from 5.00% to 10.00%, and then to 12.00%, and conversions must be settled in cash, which the company warns could pressure liquidity and risk default if cash is insufficient.
Bed Bath & Beyond, Inc. files an amended report to add audited historical financial statements of The Container Store Group, Inc. and unaudited pro forma condensed combined financials reflecting the July 8, 2026 acquisition of The Container Store Holdings LLC and the April 2, 2026 acquisition of The Brand House Collective, Inc.
The Container Store’s Successor fiscal year ended March 28, 2026 shows net sales of $670,096 thousand and a net loss of $139,876 thousand, with total assets of $582,391 thousand and a shareholders’ deficit of $133,049 thousand. Total debt, including related-party Exit Term Loans and the Exit ABL facility, is scheduled at $274,127 thousand. Cash used in operating activities was $70,292 thousand.
The filing details The Container Store’s December 2024 Chapter 11 cases, January 2025 plan confirmation, emergence as a private company, cancellation of prior equity, and adoption of fresh start accounting. Exit financing includes term loans maturing in 2029 and a $140,000 Exit ABL Credit Facility maturing in 2028.
On July 23, 2026, Bed Bath & Beyond, Inc. agreed to acquire F9 Brands, Inc. through a two-step merger, after which F9 Merger Sub 2, LLC will survive as a wholly owned subsidiary of Beyond Home Services, LLC. Consideration includes $7,000,000 in cash, a stock component equal to 18,100,000 Merger Shares minus an amount determined using a 6.95 divisor, three manufacturing facilities in Sweden and Poland, and a $4,600,000 promissory note repayable within 90 days of closing. An additional cash Earnout Consideration of $12,500,00 is payable if the Target’s operating subsidiaries achieve at least $20,000,000 of trailing twelve‑month EBITDA in any quarter from the quarter ending September 30, 2026 through the quarter ending December 31, 2031. The parties agreed to customary conditions, representations, covenants, and post‑closing non‑competition and non‑solicitation obligations.
Bed Bath & Beyond completed its previously announced acquisition of The Container Store Holdings, LLC, which now operates as a wholly owned subsidiary. As consideration, the company issued 13,714,287 shares of common stock and $112,553,000 of 5.00% Convertible Senior Notes due 2033, then repurchased 286,663 shares into treasury and cancelled $1,299,000 of notes tied to TCS loans. The notes initially convert at 109.8901 shares per $1,000 principal (about $9.10 per share) and carry step-up interest to 10.00% and 12.00% if required NYSE stockholder approval is not obtained within three and six months of closing. A registration rights and lock-up agreement grants TCS holders resale registration and underwritten offering rights, while restricting transfers of two-thirds of their merger shares for up to 180 and 270 days, with early release if the stock trades above $9.80 or $14.00 for 20 days. The company also issued 142,857 shares under a letter agreement to satisfy TCS consulting obligations.
Bed Bath & Beyond reporting persons Mitchell Rosen, Sharon Rosen and their respective revocable trusts state aggregate beneficial ownership of 7,200,000 shares of Common Stock as of June 30, 2026. The filing explains each trust directly holds 3,600,000 shares and that Mitchell and Sharon Rosen may each be deemed to beneficially own 7,200,000 shares by virtue of trustee relationships and spousal status. The filing bases percentage calculations on 81,138,495 shares outstanding, yielding ownership percentages of 8.9% for each individual and 4.4% for each trust. The Reporting Persons submitted an Amendment No. 1 to add omitted language and a Joint Filing Agreement dated July 6, 2026.
Bed Bath & Beyond insiders Mitchell Rosen and Sharon Rosen, together with two related revocable trusts, report aggregate beneficial ownership of 7,200,000 shares of Common Stock as of June 30, 2026. The filing states this represents ownership calculated on a base of 81,138,495 shares outstanding, yielding reported percentages of 8.9% for each individual and 4.4% for each trust. The filing breaks out sole and shared voting and dispositive powers for the individuals and trusts and attributes 3,600,000 shares to each trust and to each individual’s sole or shared powers where shown.