The Brand House Collective Inc SEC Filings

The Brand House Collective, Inc. reported another loss for the 39 weeks ended November 1, 2025, with net loss of $35.7M and net cash used in operating activities of $36.0M, reflecting a challenging home furnishings environment. Third-quarter results benefited from a $10.0M gain on the sale of Kirkland’s brand intellectual property to Beyond, which helped narrow the quarterly net loss to $3.7M.

Management disclosed that recurring losses, pressured liquidity and macro factors raise “substantial doubt” about the company’s ability to continue as a going concern for at least 12 months, despite cost-cutting and new financing. As of December 15, 2025, the company had $20.7M of debt and $5.8M of letters of credit outstanding under its revolving facility, $12.2M of additional availability, and $23.7M in term loans to Beyond with $20.0M still available. The company has also agreed to merge with Beyond, with each TBHC share to be exchanged for 0.1993 Beyond shares if the transaction closes, which is expected in the first quarter of fiscal 2026 subject to shareholder, lender and regulatory approvals.

The Brand House Collective, Inc. issued a press release on December 16, 2025 reporting its results of operations and financial condition for the third fiscal quarter ended November 1, 2025.

The company, formerly known as Kirkland’s, Inc., is furnishing this press release as Exhibit 99.1 so investors can review its third fiscal quarter financial results; its common stock trades on the NASDAQ Global Select Market under the symbol TBHC.

Bed Bath & Beyond, Inc. agreed to acquire The Brand House Collective, Inc. in an all-stock merger, with each TBHC share converting into 0.1993 shares of Bed Bath & Beyond common stock, plus cash in lieu of fractional shares. All outstanding TBHC restricted share units and options will convert into Bed Bath & Beyond stock based on the same exchange ratio, subject to tax withholding.

Closing depends on TBHC shareholder approval, effectiveness of a Form S-4 registration and NYSE listing of the new shares, actions regarding TBHC’s Bank of America credit facility, accuracy of representations and the absence of material adverse effects. TBHC must generally not solicit other bids but can respond to a superior proposal or intervening event under defined conditions.

If the merger is terminated in specified circumstances, TBHC must pay Bed Bath & Beyond a $1,025,300 termination fee and may reimburse up to $341,800 of expenses. Separately, Bed Bath & Beyond amended a term loan credit agreement to increase delayed draw term loan commitments to TBHC by $10,000,000, to an aggregate $30,000,000, and $10,000,000 was borrowed concurrently.

The Brand House Collective, Inc. agreed to merge with Bed Bath & Beyond, Inc., with each share of Company common stock converting into 0.1993 shares of Bed Bath & Beyond common stock plus cash for any fractional shares. After closing, The Brand House Collective will become a wholly owned subsidiary of Bed Bath & Beyond. The deal requires approval by a majority of Company shareholders and a separate majority of disinterested shareholders, effectiveness of a Form S-4 registration statement, NYSE listing approval for the new Bed Bath & Beyond shares, a refinancing or repayment of the Company’s existing Bank of America asset-based loan, and other customary conditions.

The Merger Agreement can be terminated under several scenarios, including if it is not completed by May 24, 2026 or if shareholders do not approve it, in which case the Company would reimburse Bed Bath & Beyond for $341,800 of expenses. In certain situations involving a superior proposal or an adverse board recommendation change, the Company would owe a $1,025,300 termination fee. Separately, the Company amended its term loan with Bed Bath & Beyond, increasing delayed-draw commitments by $10 million to a total of $30 million and drawing $10 million, and entered into a Fifth Amendment to its 2023 Bank of America credit agreement to permit this increase.

Bed Bath & Beyond, Inc. has signed a definitive agreement to acquire The Brand House Collective, Inc. in an all-stock merger valuing The Brand House Collective at approximately $26.8 million, based on November 21, 2025 closing prices, with shareholders receiving 0.1993 Bed Bath & Beyond shares for each of their shares. The companies expect to realize at least $20 million of cost eliminations by removing duplicate functions, overlapping systems, and other inefficiencies, and plan to reinvest savings into higher-conversion store formats, digital upgrades, and data-driven customer initiatives.

More than 40 underperforming or non-strategic stores are slated for closure in early 2026 as part of the efficiency strategy. Upon closing, Amy Sullivan is expected to lead a new Beyond Retail Group division overseeing omni-channel operations across brands such as Bed Bath & Beyond, buybuy BABY, Overstock and Kirkland’s Home. Bed Bath & Beyond has advanced $10 million under an existing delayed draw term loan facility to support conversions and operations, currently holds about 40% of The Brand House Collective’s shares, and the merger is expected to close in Q1 2026 subject to disinterested shareholder approval and lender consent.

The Brand House Collective (NASDAQ: TBHC) appointed Lisa Foley Dubois as Chief Marketing Officer, effective October 20, 2025. The role is supported by an employment agreement with an indefinite term, subject to termination provisions.

Key compensation terms include an annual base salary of $375,000, eligibility for the company’s long‑term incentive program, standard executive benefits, and participation in the annual bonus plan with a target of 50% of base salary, determined by the Compensation Committee against corporate and individual objectives.

If terminated without Cause or if she resigns for Good Reason, Ms. Foley is entitled to severance equal to 1x base salary, paid in regular payroll cycles, contingent on a release. The agreement includes a 12‑month non‑competition covenant, with the company’s option to extend up to an additional 12 months by paying base salary during the extension, and 24‑month confidentiality and non‑solicitation covenants. No related‑party transactions were disclosed.

Brand House Collective (TBHC) filed a Form 3 for Chief Marketing Officer Lisa Foley Dubois, the officer’s initial statement of beneficial ownership. As of 10/20/2025, the filing states no securities are beneficially owned. The form was filed by one reporting person and signed by attorney-in-fact Michael W. Sheridan.

Brand House Collective (TBHC) filed a Form 4 indicating its Chief Marketing Officer acquired 100,000 shares of common stock on 10/19/2025 at $0, reflecting an equity grant.

The filing shows 100,000 shares beneficially owned directly after the transaction. The grant was in the form of restricted stock units under Kirkland's 2002 Equity Incentive Plan, vesting 1/3 annually over three years.

Brand House Collective insider grant: Amy Ervin Sullivan, President and CEO and a director of Brand House Collective, Inc. (TBHC), was granted 250,000 restricted stock units (RSUs) on 09/23/2025 at no cash price recorded on the Form 4. After the reported award, Ms. Sullivan beneficially owns 619,604 shares of common stock. The RSUs were granted under the Kirkland's 2002 Equity Incentive Plan and vest one-third annually over three years, per the filing. The Form 4 was signed by an attorney-in-fact on 09/25/2025.