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Brand House Collective (TBHC) officer’s RSUs vest, shares withheld for tax then canceled in merger

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Form Type
4

Rhea-AI Filing Summary

Brand House Collective, Inc. Chief Transformation Officer Melody Rose Jubert reported several equity-related transactions tied to restricted stock unit (RSU) vesting and a merger. On April 1 and 2, 2026, RSUs vesting led to tax-withholding dispositions of 7,907 and 30,460 shares of common stock at $0.9399 per share, with the remaining shares from those RSUs retained. On April 2, 2026, following a merger in which the company became a wholly owned subsidiary of Bed Bath & Beyond, Inc., Jubert’s remaining 101,470 common shares were disposed of to the issuer as each company share was converted into the right to receive 0.1993 shares of Bed Bath & Beyond common stock plus cash in lieu of fractional shares.

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Insider Jubert Melody Rose
Role Chief Transformation Officer
Type Security Shares Price Value
Tax Withholding Common Stock 30,460 $0.9399 $29K
Disposition Common Stock 101,470 $0.00 --
Tax Withholding Common Stock 7,907 $0.9399 $7K
Holdings After Transaction: Common Stock — 101,470 shares (Direct)
Footnotes (1)
  1. Represents shares withheld to satisfy the reporting person's tax withholding obligation with respect to the 26,666 restricted stock units that vested on April 1, 2026. The reporting person retained the remaining shares. Represents shares withheld to satisfy the reporting person's tax withholding obligation with respect to the 107,995 restricted stock units that vested on April 2, 2026. The reporting person retained the remaining shares. 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.
Tax-withheld shares (Apr 2, 2026) 30,460 shares at $0.9399 Common stock withheld to cover tax on 107,995 RSUs vesting
Tax-withheld shares (Apr 1, 2026) 7,907 shares at $0.9399 Common stock withheld to cover tax on 26,666 RSUs vesting
Shares disposed to issuer 101,470 shares Disposition to issuer at merger effective time, post-withholding
RSUs vested Apr 1, 2026 26,666 RSUs Vesting triggered tax-withholding disposition of common stock
RSUs vested Apr 2, 2026 107,995 RSUs Vesting triggered tax-withholding disposition of common stock
Merger exchange ratio 0.1993 shares Bed Bath & Beyond common stock per TBHC common share
Tax-withholding total shares 38,367 shares Combined F-code dispositions reported in transaction summary
restricted stock units financial
"26,666 restricted stock units that vested on April 1, 2026"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligation financial
"shares withheld to satisfy the reporting person's tax withholding obligation"
Agreement and Plan of Merger financial
"pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement")"
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
"equal to ... multiplied by (ii) the Exchange Ratio (as defined below)"
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)"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Jubert Melody Rose
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Transformation Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026F7,907(1)D$0.9399131,930D
Common Stock04/02/2026F30,460(2)D$0.9399101,470D
Common Stock(3)04/02/2026D101,470D(4)(5)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares withheld to satisfy the reporting person's tax withholding obligation with respect to the 26,666 restricted stock units that vested on April 1, 2026. The reporting person retained the remaining shares.
2. Represents shares withheld to satisfy the reporting person's tax withholding obligation with respect to the 107,995 restricted stock units that vested on April 2, 2026. The reporting person retained the remaining shares.
3. 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").
4. 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.
5. 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 Melody R. Jubert04/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did TBHC officer Melody Rose Jubert report in this Form 4?

Melody Rose Jubert reported tax-withholding dispositions of TBHC common stock tied to RSU vesting and a final disposition of her remaining shares in connection with a merger that converted each TBHC share into the right to receive Bed Bath & Beyond common stock.

How many TBHC shares were withheld for Melody Rose Jubert’s tax obligations?

Shares withheld for tax obligations totaled 7,907 on April 1, 2026 and 30,460 on April 2, 2026. These withholdings related to RSU vesting events, and Jubert retained the remaining shares issued from those vested restricted stock units, as described in the footnotes.

What RSU vesting events triggered tax withholding for TBHC’s Chief Transformation Officer?

Tax withholding arose from 26,666 restricted stock units that vested on April 1, 2026 and 107,995 restricted stock units that vested on April 2, 2026. In each case, a portion of the resulting common shares was withheld to satisfy tax obligations, with remaining shares retained.

What happened to Melody Rose Jubert’s remaining TBHC common shares in the merger?

On April 2, 2026, Jubert’s remaining 101,470 TBHC common shares were disposed of to the issuer at the merger’s effective time, when each TBHC share was converted into the right to receive 0.1993 Bed Bath & Beyond common shares plus cash instead of fractional shares.

What are the key terms of the TBHC merger affecting common shareholders?

Under the merger agreement, Brand House Collective became a wholly owned subsidiary of Bed Bath & Beyond, Inc. Each TBHC common share outstanding immediately before the effective time was converted into the right to receive 0.1993 Bed Bath & Beyond common shares, plus cash in lieu of fractional shares.

How did the RSUs held by TBHC employees convert at the merger effective time?

Each company restricted stock unit outstanding immediately before the effective time vested and converted into the right to receive shares of Bed Bath & Beyond common stock. The number was based on TBHC shares underlying each RSU multiplied by the 0.1993 exchange ratio, plus any fractional share cash consideration.