NEIGHBORHOOD INTELLIGENCE, INC. (BBBY) SEC Filings, Nov 2025-Feb 2026

Bed Bath & Beyond, Inc. (BBBY) and The Brand House Collective, Inc. (TBHC) plan a stock-for-stock merger that would make TBHC a wholly owned BBBY subsidiary. TBHC shareholders will vote at a March 17, 2026 special meeting to adopt the merger agreement and related proposals.

Each TBHC share will be converted into 0.1993 shares of BBBY common stock, plus cash for any fractional share. Using BBBY prices of $5.56 and $6.29, the implied values were about $1.11 and $1.25 per TBHC share at key reference dates, though the exchange ratio is fixed.

The TBHC board unanimously recommends voting “FOR” the merger, an advisory vote on merger-related executive compensation, and a possible adjournment to solicit more proxies if needed. Approval requires both a majority of all voting power and a separate majority of disinterested shares. If the merger closes, former TBHC holders are expected to own about 4.2% of BBBY, with BBBY stockholders holding about 95.8%.

The Vanguard Group reports beneficial ownership of 5,251,622 Bed Bath & Beyond securities, representing 7.62% of the company’s common stock as of 12/31/2025. These holdings are in the form of warrants tied to the issuer’s ordinary shares.

Vanguard reports no sole voting or dispositive power, with shared voting power over 464,322 securities and shared dispositive power over 5,251,622. Vanguard states the securities are held in the ordinary course of business, not to change or influence control. After an internal realignment on 01/12/2026, certain Vanguard subsidiaries are expected to report beneficial ownership separately while continuing the same investment strategies.

Bed Bath & Beyond (BBBY) President & CFO Adrianne Lee reported equity award activity and a warrant grant. On January 23, 2026, 20,965 restricted stock units vested and were converted into the same number of common shares at a nominal exercise price of $0.0001 per share. After this transaction, Lee directly held 81,399 common shares.

On the same date, 6,049 shares of common stock were withheld and disposed of at $6.87 per share in a transaction coded "F," which typically reflects shares withheld to cover taxes, leaving Lee with 75,350 common shares. The Form 4 also reports 6,043 common stock warrants, originally issued on October 7, 2025 as a pro‑rata distribution to all common shareholders, each allowing the purchase of one share at an exercise price of $15.50 per warrant.

Bed Bath & Beyond, Inc. filed an amended report to detail the employment agreement for Marcus Lemonis, who became Chief Executive Officer effective January 1, 2026. The agreement sets an annual base salary of $300,000 and makes him eligible for an annual cash bonus with a $2,200,000 target, based on performance goals set by the Board or its Compensation Committee.

In addition, the agreement contemplates equity awards of 1,500,000 restricted stock units that vest in four equal annual installments following the effective date and 600,000 performance shares (at target) eligible to vest over four one-year performance periods. These equity awards are expected to be granted under the company’s 2005 Equity Incentive Plan or a successor plan and are expected to be contingent on stockholder approval of plan amendments or a successor plan at the 2026 annual meeting. The agreement also includes severance provisions for certain qualifying terminations and customary non-competition and non-solicitation covenants.

Bed Bath & Beyond, Inc. reported that on January 9, 2026 it purchased an additional participation in term loans issued by The Container Store, Inc. under an existing Term Loan Credit Agreement. The aggregate purchase price for this new participation was $2,168,266.96, following an earlier purchase on November 25, 2025 for $6,461,843.09. Through these transactions, the company will share in the rights to receive interest and principal repayments on the loans, as well as any related enforcement or remedy rights under the credit agreement.

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

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

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

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

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

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

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

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

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

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