Brand House Collective (TBHC) director disposes 23,463 shares in Bed Bath & Beyond merger

Rhea-AI Filing Summary

BRAND HOUSE COLLECTIVE, INC. director Eric L. Schwartzman reported a disposition of 23,463 shares of common stock back to the company at a price of $0.00 per share, leaving him with no directly held shares after the transaction.

This disposition occurred in connection with a merger in which the company became a wholly owned subsidiary of Bed Bath & Beyond, Inc. under an Agreement and Plan of Merger dated November 24, 2025. At the effective time of the merger, each outstanding company restricted share unit vested and converted into the right to receive shares of Bed Bath & Beyond common stock, based on the number of underlying company shares multiplied by an exchange ratio.

Each share of company common stock outstanding immediately before the effective time was converted into the right to receive 0.1993 shares of Bed Bath & Beyond common stock, plus cash in lieu of any fractional shares.

Insights

Equity compensation and M&A specialist

Director surrenders shares in merger; equity rolls into Bed Bath & Beyond stock via fixed exchange ratio.

The filing shows director Eric L. Schwartzman disposing of 23,463 shares of BRAND HOUSE COLLECTIVE common stock back to the issuer at $0.00 per share, resulting in zero directly held shares afterward. This aligns with a closing merger where the company became a wholly owned subsidiary of Bed Bath & Beyond, Inc..

Under the Merger Agreement, all outstanding company restricted share units vested at the effective time and converted into the right to receive shares of Bed Bath & Beyond common stock. The consideration is defined by an exchange ratio of 0.1993% shares of Bed Bath & Beyond common stock for each share of company common stock, plus cash for fractional shares, so economic value shifts into the parent’s stock rather than disappearing.

This makes the reported disposition largely mechanical, reflecting deal terms rather than a discretionary market sale. The key structural element is that equity holders in BRAND HOUSE COLLECTIVE now participate in Bed Bath & Beyond via stock consideration based on the stated exchange ratio, while the issuer itself sits as a wholly owned subsidiary post‑merger.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Schwartzman Eric L.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	23,463	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. On April 2, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated November 24, 2025, by and among Bed Bath & Beyond, Inc., a Delaware corporation ("Parent"), Knight Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, the Issuer became a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each Company restricted share unit ("Company RSU") outstanding immediately prior to the Effective Time vested and was converted into the right to receive, without interest and subject to applicable withholding taxes, a number of validly issued, fully paid and nonassessable shares of Parent's common stock, par value $0.0001 per share ("Parent Common Stock") equal to (i) the number of shares of common stock, no par value per share, of the Company ("Company Common Stock") subject to such Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (as defined below), plus any Fractional Share Cash Consideration (as defined in the Merger Agreement) in accordance with the Merger Agreement. Pursuant to the Merger Agreement, at the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.1993 shares (the "Exchange Ratio") of Parent Common Stock, plus cash in lieu of any fractional shares of Parent Common Stock that otherwise would have been issued.

Key Figures

Shares disposed: 23,463 shares Transaction price: $0.00 per share Shares held after: 0 shares +2 more

5 metrics

Shares disposed 23,463 shares Common stock disposed to issuer on April 2, 2026

Transaction price $0.00 per share Price for disposition of 23,463 shares to issuer

Shares held after 0 shares Total directly held by Eric L. Schwartzman after transaction

Exchange ratio 0.1993 shares Bed Bath & Beyond shares per BRAND HOUSE COLLECTIVE share

Merger agreement date November 24, 2025 Date of Agreement and Plan of Merger

Key Terms

Agreement and Plan of Merger, restricted share unit, Exchange Ratio, Fractional Share Cash Consideration, +1 more

5 terms

Agreement and Plan of Merger regulatory

"pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated November 24, 2025"

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.

restricted share unit financial

"each Company restricted share unit ("Company RSU") outstanding immediately prior to the Effective Time vested"

A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.

Exchange Ratio financial

"equal to (i) the number of shares of common stock ... multiplied by (ii) the Exchange Ratio"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

Fractional Share Cash Consideration financial

"plus any Fractional Share Cash Consideration (as defined in the Merger Agreement)"

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each Company restricted share unit"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schwartzman Eric L.

(Last) (First) (Middle)

C/O TBHC, 5310 MARYLAND WAY

(Street)

BRENTWOOD TENNESSEE 37027

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BRAND HOUSE COLLECTIVE, INC. [ TBHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	04/02/2026		D		23,463	D	(2)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On April 2, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated November 24, 2025, by and among Bed Bath & Beyond, Inc., a Delaware corporation ("Parent"), Knight Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, the Issuer became a wholly owned subsidiary of Parent (the "Merger").

2. At the effective time of the Merger (the "Effective Time"), each Company restricted share unit ("Company RSU") outstanding immediately prior to the Effective Time vested and was converted into the right to receive, without interest and subject to applicable withholding taxes, a number of validly issued, fully paid and nonassessable shares of Parent's common stock, par value $0.0001 per share ("Parent Common Stock") equal to (i) the number of shares of common stock, no par value per share, of the Company ("Company Common Stock") subject to such Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (as defined below), plus any Fractional Share Cash Consideration (as defined in the Merger Agreement) in accordance with the Merger Agreement.

3. Pursuant to the Merger Agreement, at the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.1993 shares (the "Exchange Ratio") of Parent Common Stock, plus cash in lieu of any fractional shares of Parent Common Stock that otherwise would have been issued.

	/s/ Michael W. Sheridan, Attorney-in-Fact for Eric L. Schwartzman	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did BRAND HOUSE COLLECTIVE (TBHC) report for Eric L. Schwartzman?

Eric L. Schwartzman reported disposing of 23,463 shares of BRAND HOUSE COLLECTIVE common stock back to the issuer at $0.00 per share. Following this disposition, the Form 4 shows he held zero shares directly.

How is BRAND HOUSE COLLECTIVE (TBHC) related to Bed Bath & Beyond after this transaction?

BRAND HOUSE COLLECTIVE became a wholly owned subsidiary of Bed Bath & Beyond, Inc. under an Agreement and Plan of Merger dated November 24, 2025. The merger closed at an effective time referenced in the filing.

What happened to BRAND HOUSE COLLECTIVE restricted share units in the Bed Bath & Beyond merger?

At the effective time of the merger, each outstanding BRAND HOUSE COLLECTIVE restricted share unit vested and converted into the right to receive Bed Bath & Beyond common stock. The number of parent shares depended on the underlying company shares and the stated exchange ratio.

What exchange ratio was used to convert BRAND HOUSE COLLECTIVE common stock into Bed Bath & Beyond shares?

Each share of BRAND HOUSE COLLECTIVE common stock outstanding immediately before the merger’s effective time was converted into the right to receive 0.1993 shares of Bed Bath & Beyond common stock. Holders also received cash instead of any fractional Bed Bath & Beyond shares.

Did Eric L. Schwartzman retain any BRAND HOUSE COLLECTIVE shares after the reported Form 4 transaction?

No. The Form 4 shows that after disposing of 23,463 shares of BRAND HOUSE COLLECTIVE common stock to the issuer, Eric L. Schwartzman’s total directly held shares were zero. This reflects his position immediately following the transaction.

Was the reported TBHC insider transaction an open-market sale?

No. The transaction code is D, meaning a disposition to the issuer at a reported price of $0.00 per share. It records a surrender of shares to the company rather than an open‑market sale on a stock exchange.