Merger swaps Brand House (TBHC) stock into Bed Bath & Beyond shares

Rhea-AI Filing Summary

BRAND HOUSE COLLECTIVE, INC. director Steven C. Woodward disposed of 223,463 shares of Company Common Stock in a transaction coded as a disposition to the issuer, leaving him with zero shares directly owned.

This occurred in connection with a merger in which Brand House Collective became a wholly owned subsidiary of Bed Bath & Beyond, Inc. Under the Merger Agreement, 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 fractional shares. Company restricted share units vested at the effective time and were similarly converted into rights to receive Bed Bath & Beyond common stock based on the same exchange ratio, subject to applicable withholding taxes.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Woodward Steven C

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	223,463	$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: 223,463 shares Shares owned after transaction: 0 shares Transaction price per share: $0.0000 per share +2 more

5 metrics

Shares disposed 223,463 shares Disposition to issuer on April 2, 2026

Shares owned after transaction 0 shares Common Stock directly owned following disposition

Transaction price per share $0.0000 per share Reported for disposition to issuer

Exchange ratio 0.1993 shares Bed Bath & Beyond stock per 1 Brand House share

Parent common stock par value $0.0001 per share Par value of Bed Bath & Beyond common stock

Key Terms

Agreement and Plan of Merger, Exchange Ratio, restricted share unit, 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.

Exchange Ratio financial

"was converted into the right to receive 0.1993 shares (the "Exchange Ratio") of Parent Common Stock"

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.

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.

Fractional Share Cash Consideration financial

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

wholly owned subsidiary regulatory

"the Issuer became a wholly owned subsidiary of Parent (the "Merger")"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

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^*

Woodward Steven C

(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		223,463	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 Steven C. Woodward	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 Steven C. Woodward report for BRAND HOUSE COLLECTIVE (TBHC)?

Steven C. Woodward reported disposing of 223,463 shares of Brand House Collective common stock in a transaction coded as a disposition to the issuer. After this merger-related transaction, his directly owned Company Common Stock position was reduced to zero shares.

Was Steven C. Woodward’s TBHC share disposition an open-market sale?

No, the 223,463-share transaction was coded as a disposition to the issuer, not an open-market sale. It was tied to the closing of a merger in which Brand House Collective became a wholly owned subsidiary of Bed Bath & Beyond, Inc.

How were BRAND HOUSE COLLECTIVE (TBHC) common shares treated in the Bed Bath & Beyond merger?

Each share of Brand House Collective 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 Bed Bath & Beyond shares that otherwise would have been issued.

What happened to BRAND HOUSE COLLECTIVE (TBHC) restricted share units in the merger?

At the effective time of the merger, each Company restricted share unit vested and was converted into the right to receive shares of Bed Bath & Beyond common stock. The number of Bed Bath & Beyond shares was based on the underlying Company Common Stock multiplied by the 0.1993 exchange ratio.

What is the exchange ratio for TBHC shares in the Bed Bath & Beyond transaction?

The merger set an exchange ratio of 0.1993 shares of Bed Bath & Beyond common stock for each share of Brand House Collective common stock. Holders also receive cash instead of any fractional Bed Bath & Beyond shares that would otherwise result from the calculation.

What is BRAND HOUSE COLLECTIVE’s status after the Bed Bath & Beyond merger?

Following the merger, Brand House Collective, Inc. became a wholly owned subsidiary of Bed Bath & Beyond, Inc. All outstanding Company Common Stock was converted into rights to receive Bed Bath & Beyond common stock under the exchange terms set in the Merger Agreement.