Bed Bath & Beyond (NYSE: BYON) doubles Kirkland’s brand price, adds $20M loan

Rhea-AI Filing Summary

Bed Bath & Beyond, Inc. updated its dealings with The Brand House Collective, Inc. on September 15, 2025. The company amended its existing term loan credit agreement to add new delayed-draw term loan commitments with an aggregate original principal amount of $20 million, which the company can convert into equity of The Brand House Collective, up to 75% of its outstanding common stock, under agreed conditions.

The company also amended its asset purchase agreement for the Kirkland’s brand, increasing the total purchase price from $5.233 million to $10 million for trademarks, domain names, and related brand assets, paid at closing on September 15, 2025. At the same time, Bed Bath & Beyond amended the existing trademark license so The Brand House Collective can continue using the Kirkland’s brand for its current stores, websites, and products, including an exclusive license for existing brick-and-mortar stores that lasts until the earlier of September 15, 2027 or the rebranding or closure of all such stores.

Insights

Credit & structured finance analyst

Company adds a convertible $20M loan and deepens Kirkland’s brand deal.

Bed Bath & Beyond created new delayed-draw term loan commitments totaling $20 million to The Brand House Collective under its amended term loan agreement. A notable feature is the company’s option to convert any such loans into equity of The Brand House Collective, up to 75% of its outstanding common stock, giving potential future influence over that business if exercised under the agreement’s conditions.

The amendment to the asset purchase agreement roughly doubles the Kirkland’s brand purchase price to $10 million, which was paid at closing when trademarks, domain names, and related brand assets were assigned. The parallel amendment to the trademark license lets The Brand House Collective keep operating Kirkland’s-branded stores and e-commerce, with an exclusive license for existing brick-and-mortar locations until the earlier of September 15, 2027 or their rebranding or closure. Subsequent disclosures may clarify how much of the delayed-draw facility is actually funded and whether any conversion to equity occurs.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

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

Understanding 8-K Material Events →

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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

Date of report (Date of earliest event reported): September 15, 2025

Bed Bath & Beyond, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-41850	87-0634302
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

433 West 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, par value $0.0001 per share	BBBY	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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

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

On September 15, 2025, Bed Bath & Beyond, Inc. (the “Company”) entered into Amendment No. 1 to the Amended and Restated Term Loan Credit Agreement with The Brand House Collective, Inc. (formerly known as Kirkland’s, Inc.) (“The Brand House Collective”) and its subsidiaries (the “Credit Agreement Amendment”), amending that certain Amended and Restated Term Loan Credit Agreement dated May 7, 2025 among the Company, The Brand House Collective and its subsidiaries party thereto (the “Existing Credit Agreement”; and the Existing Credit Agreement as amended by the Credit Agreement Amendment, the “Amended Credit Agreement”). Pursuant to the terms of the Amended Credit Agreement, new delayed-draw term loan commitments in an aggregate original principal amount of $20 million (the “Delayed Draw Term Loan Commitments”) were established. Any loans extended pursuant to the Delayed Draw Term Loan Commitment are convertible by the Company into equity of The Brand House Collective, up to 75% of the aggregate outstanding common stock of The Brand House Collective, on the terms set forth in, and subject to further conditions specified in the Amended Credit Agreement.

In connection with the Amended Credit Agreement described above, on September 15, 2025 the Company entered into Amendment No. 1 to the Asset Purchase Agreement dated May 7, 2025 between the Company and The Brand House Collective (“Purchase Agreement”), increasing the total purchase price from $5.233 million to $10 million, to be paid in consideration of the assignment by The Brand House Collective of all of its right, title and interest in and to its trademarks and domain names comprised of or containing the element KIRKLAND’S and certain related marks and brand assets (the “Kirkland’s Brand”) to the Company, as more fully described in the Purchase Agreement.  The purchase price was paid at closing on September 15, 2025, concurrently with the assignment of the Kirkland’s Brand to the Company.

In connection with the closing of the Purchase Agreement described above, on September 15, 2025 the Company entered into an amendment to the existing trademark license agreement (the “Existing Trademark License Agreement”) with The Brand House Collective (as amended, the “Trademark License Agreement”), pursuant to which the Company agreed to license the Kirkland’s Brand to The Brand House Collective (i) to continue to operate its existing Kirkland’s-branded brick-and-mortar retail stores and e-commerce websites and to operate any other retail stores or e-commerce websites approved by the Company in its sole and absolute discretion, and (ii) to continue to manufacture, market, distribute and sell under the Kirkland’s Brand all other goods and services that The Brand House Collective, its affiliates, and its or their predecessors manufactured, marketed, distributed and sold historically under the Kirkland’s Brand. In addition, the Company granted The Brand House Collective an exclusive license limited solely to operating its existing Kirkland’s Brand brick-and-mortar retail stores (7,000–15,000 square feet per location), which expires upon the earlier of September 15, 2027, or the rebranding or closure of all such stores. All other rights to the Kirkland’s Brand remain with the Company.

The Existing Credit Agreement, the Purchase Agreement and the Existing Trademark License Agreement were previously described in a Current Report on Form 8-K filed by the Company on May 12, 2025, and such descriptions are incorporated by reference herein.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding expectations with respect to future payments and obligations and any impacts resulting from the transaction. Actual results could differ materially for a variety of known and unknown risks, uncertainties, and other important factors, including those found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2025, and in the Company’s subsequent filings with the SEC.

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.

Dated: September 23, 2025
	BED BATH & BEYOND, INC.
	By:	/s/ Adrianne Lee
	Name:	Adrianne Lee
	Title:	Chief Financial & Administrative Officer

FAQ

What did Bed Bath & Beyond (BYON) change in its term loan with The Brand House Collective?

Bed Bath & Beyond amended its Amended and Restated Term Loan Credit Agreement with The Brand House Collective to add new delayed-draw term loan commitments with an aggregate original principal amount of $20 million. Any loans funded under these commitments are convertible by Bed Bath & Beyond into equity of The Brand House Collective, up to 75% of its aggregate outstanding common stock, on terms and conditions in the amended agreement.

How much is Bed Bath & Beyond now paying for the Kirkland’s brand assets?

An amendment to the asset purchase agreement increased the total purchase price for the Kirkland’s brand trademarks, domain names, and related brand assets from $5.233 million to $10 million. The company states that this purchase price was paid at closing on September 15, 2025, when the Kirkland’s brand assets were assigned to Bed Bath & Beyond.

What rights did Bed Bath & Beyond license back to The Brand House Collective for the Kirkland’s brand?

Under the amended trademark license agreement, Bed Bath & Beyond licenses the Kirkland’s brand to The Brand House Collective so it can continue operating existing Kirkland’s-branded brick-and-mortar retail stores and e-commerce websites and sell the same kinds of goods and services historically sold under the brand. The Brand House Collective also receives an exclusive license limited to operating its existing Kirkland’s-brand brick-and-mortar stores between 7,000 and 15,000 square feet per location.

When does The Brand House Collective’s exclusive license for Kirkland’s brick-and-mortar stores expire?

The exclusive license for The Brand House Collective to operate its existing Kirkland’s-brand brick-and-mortar retail stores expires on the earlier of September 15, 2027, or the rebranding or closure of all such stores. After that, all other rights to the Kirkland’s brand remain with Bed Bath & Beyond.

What assets did Bed Bath & Beyond acquire under the amended Kirkland’s brand purchase agreement?

Bed Bath & Beyond acquired from The Brand House Collective all of its right, title, and interest in and to trademarks and domain names comprised of or containing the element KIRKLAND’S and certain related marks and brand assets, collectively referred to as the Kirkland’s Brand, as described in the amended asset purchase agreement.

Does this Bed Bath & Beyond 8-K contain forward-looking statements?

Yes. The company states that the report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including expectations about future payments, obligations, and impacts of the transactions. It notes that actual results could differ materially due to various risks and uncertainties discussed in its Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent SEC filings.