Neighborhood Intelligence ends F9 Brands merger

Neighborhood Intelligence has ended its planned F9 Brands acquisition with no share issuance or capital outlay and will continue to pursue other Home Services growth opportunities.

Rhea-AI Filing Summary

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

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

8-K Event Classification

3 items: 1.02, 7.01, 9.01

3 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Termination date of F9 merger agreement: September 7, 2026 Shares outstanding: 97,000,000 shares Shares issued for F9 transaction: 0 shares +1 more

4 metrics

Termination date of F9 merger agreement September 7, 2026 Date Purchaser and Seller mutually agreed to terminate the Agreement and Plan of Merger

Shares outstanding 97,000,000 shares Common stock issued and outstanding as of August 31, 2026, after specified acquisitions

Shares issued for F9 transaction 0 shares No shares will be issued in connection with the terminated F9 acquisition

Acquisition capital deployed for F9 0 No acquisition capital will be deployed in connection with F9 after termination

Key Terms

Agreement and Plan of Merger, closing conditions, Home Services platform, forward-looking statements, +1 more

5 terms

Agreement and Plan of Merger regulatory

"mutually agreed to terminate the Agreement and Plan of Merger, dated as of July 23, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

closing conditions financial

"determination that it would be unable to satisfy certain conditions to the closing"

Closing conditions are specific requirements or steps that must be met before a financial deal or transaction can be finalized. They act like a checklist that ensures all necessary details are confirmed and agreed upon, giving both parties confidence that the deal is ready to be completed. Meeting these conditions is essential for the transaction to move forward smoothly and successfully.

Home Services platform financial

"We remain focused on the strength of the Home Services platform, anchored by Elfa"

forward-looking statements regulatory

"This communication contains forward-looking statements within the meaning of the federal"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ... Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What did Neighborhood Intelligence (NXH) announce regarding the F9 Brands acquisition?

Neighborhood Intelligence announced that its subsidiary and F9’s owner mutually terminated the July 23, 2026 Agreement and Plan of Merger after the seller determined it could not satisfy certain closing conditions. The merger agreement is now null and void, and the parties are released from further obligations.

Will NXH issue any shares or spend capital on the terminated F9 transaction?

No. Neighborhood stated that no shares will be issued and no acquisition capital will be deployed in connection with F9. The companies will continue to operate independently, and the previously announced deal terms and economics are no longer in effect.

How many Neighborhood Intelligence (NXH) shares are outstanding after recent acquisitions?

As of August 31, 2026, after giving effect to the completed acquisitions of The Container Store, Kirkland’s, Installed Right and SFV Construction Services, Neighborhood had approximately 97 million shares of common stock issued and outstanding.

Why was the F9 Brands merger agreement terminated by NXH and the seller?

The seller determined it would be unable to satisfy certain conditions to closing the transactions contemplated by the merger agreement, and those conditions were not expected to be satisfied. Based on this, both parties mutually agreed to terminate the agreement.

What strategic focus did Neighborhood Intelligence (NXH) highlight after ending the F9 deal?

Neighborhood emphasized disciplined capital allocation and protecting shareholder value, and highlighted continued focus on its Home Services platform, anchored by Elfa, Closet Works and SFV Construction Services, and on opportunities that meet its strategic, financial and operational standards.

What businesses does Neighborhood Intelligence (NXH) operate across its pillars?

Neighborhood operates across Omni-Channel Retail, Home Services and Home Ownership. Its portfolio includes Bed Bath & Beyond, Overstock, buybuy BABY, Kirkland’s, The Container Store, Elfa and Closet Works, along with expanding Home Services and Home Ownership businesses.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/08/2026 - 04:23 PM Accepted by SEC EDGAR 09/08/2026 - 04:22 PM Learn about SEC filing dates

false0001130713NASDAQNASDAQ00011307132026-09-072026-09-070001130713nxh:WarrantsToPurchaseSharesOfCommonStockMember2026-09-072026-09-070001130713us-gaap:CommonStockMember2026-09-072026-09-07

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

September 7, 2026

Date of Report (Date of earliest event reported)

Neighborhood Intelligence, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-41850	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		NXH		NASDAQ Global Select Market
Warrants to Purchase Shares of Common Stock		BBBYW		NASDAQ Global Select Market

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 1.02. Termination of a Material Definitive Agreement.

On September 7, 2026, Beyond Home Services, LLC (“Purchaser”), a Delaware limited liability company and wholly owned subsidiary of Neighborhood Intelligence, Inc., a Delaware corporation (the “Company”), and F9 Investments, LLC, a Florida limited liability company (“Seller”), mutually agreed to terminate the Agreement and Plan of Merger, dated as of July 23, 2026 (the “Merger Agreement”), by and among the Company, Purchaser, F9 Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser, F9 Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Purchaser, Seller, F9 Brands, Inc., a Delaware corporation, and, solely for the purposes of Sections 3.6, 3.7, 3.8 and 5.1 of the Merger Agreement, Tom Sullivan, the indirect owner of Seller (“Sullivan”), following Seller’s determination that it would be unable to satisfy certain conditions to the closing of the transactions contemplated by the Merger Agreement (the “Termination”).

Pursuant to the Merger Agreement, Purchaser’s obligations to close the transaction were contingent upon the satisfaction or waiver of certain closing conditions.  As of the time of the Termination such conditions were not satisfied and it was not foreseeable to either Purchaser or Seller that such conditions would become satisfied. Rather than continue to pursue the transaction, Purchaser and Seller mutually agreed to terminate the Merger Agreement.  The Merger Agreement provides that it may be terminated by the mutual written consent of Purchaser and Seller, and upon such termination, the Merger Agreement shall immediately become null and void and each of the parties to the Merger Agreement shall be relieved of their duties and obligations arising under the Merger Agreement after the date of such termination.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 27, 2026, and is incorporated herein by reference as Exhibit 2.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD.

On September 8, 2026, the Company issued a press release announcing the Termination of the Merger Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference to this Item 7.01.

The information set forth in this Item 7.01 including the information set forth in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated as of July 23, 2026, by and among Bed Bath & Beyond, Inc., Beyond Home Services, LLC, F9 Merger Sub 1, Inc., F9 Merger Sub 2, LLC, F9 Brands, Inc., F9 Investments, LLC and, solely for the purposes of Sections 3.6, 3.7, 3.8 and 5.1 thereof, Tom Sullivan (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on July 27, 2026)
99.1		Press Release, dated September 8, 2026.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document)

* Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.

SIGNATURE

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.

	Neighborhood Intelligence, Inc.
	By:	/s/ Marcus Lemonis
		Marcus Lemonis
		Chief Executive Officer
	Date:	September 8, 2026

Exhibit 99.1

Neighborhood Intelligence Terminates Proposed Acquisition of F9 Brands

Company Reaffirms Disciplined Capital Allocation and Growth Strategy Across Its Home Services Pillar

NASHVILLE, Tenn. (BUSINESS WIRE) Neighborhood Intelligence, Inc. (Nasdaq: NXH) (“Neighborhood” or the “Company”) today announced that the Company and F9 Brands, Inc. (“F9”) have terminated the previously announced acquisition agreement.

We determined F9 was unable to satisfy all closing requirements within the contemplated timeframe. Neighborhood will not proceed with the acquisition or enter into a commercial or strategic collaboration with F9. The companies will continue to operate independently, and the terms and economics of the previously announced acquisition agreement are no longer in effect.

As of August 31, 2026, after giving effect to the completed acquisitions of The Container Store, Kirkland’s, Installed Right and SFV Construction Services, Neighborhood had approximately 97 million shares of common stock issued and outstanding.

No shares will be issued and no acquisition capital will be deployed in connection with F9.

“Disciplined capital allocation and protecting shareholder value are central to how we evaluate every transaction,” said Marcus Lemonis, Executive Chairman of Neighborhood Intelligence. “We evaluate opportunities continuously, and this is one of many transactions we have considered that we elected not to pursue. In this case, we determined the seller was unable to satisfy the closing conditions, which are essential to our confidence in any business we acquire. We appreciate the time and effort contributed by the F9 management team and employees throughout the process. We remain focused on the strength of the Home Services platform, anchored by Elfa, Closet Works and SFV Construction Services, and on pursuing opportunities that meet our strategic, financial, and operational standards.”

Neighborhood plans to build on Elfa’s whole-home solutions platform by leveraging its design, engineering and manufacturing capabilities across kitchen, laundry, bath, closet and garage.

About Neighborhood

Neighborhood Intelligence (Nasdaq: NXH), previously Bed Bath & Beyond, Inc., is a data and technology company organized around three interconnected pillars: Omni-Channel Retail, Home Services and Home Ownership.

Its portfolio includes Bed Bath & Beyond, Overstock, buybuy BABY, Kirkland’s, The Container Store, Elfa and Closet Works, along with its expanding Home Services and Home Ownership businesses. Neighborhood connects products, services, financing, expertise and data to make homeownership simpler and more affordable.

Cautionary Note Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding plans and strategies for the Company, planned commercial arrangements, planned acquisitions; our industry, business strategy, plans, goals and expectations concerning our market position, future operations and other financial and operating information.

1

Forward-looking statements are neither promises nor guarantees and involve risks, uncertainties and other important factors that may cause actual results to differ materially from any future results expressed or implied by the forward-looking statements, including, but not limited to: the anticipated expansion of Elfa and SFV Services; customer, data and revenue-sharing initiatives; potential investments or acquisitions; and the expected benefits and timing of these initiatives, and other important factors discussed under the caption  “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as such factors may be updated from time to time in the Company’s subsequent filings with the SEC.

Investor Relations

ir@beyond.com

pr@beyond.com

Source: Neighborhood Intelligence, Inc.

2

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 9.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.3 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