Brand House (TBHC) CMO reports tax withholding and merger share conversion
Rhea-AI Filing Summary
BRAND HOUSE COLLECTIVE, INC. Chief Marketing Officer Lisa Foley Dubois reported two transactions tied to equity vesting and a merger. On April 2, 2026, 100,000 restricted stock units vested, and 28,951 shares of common stock were withheld to cover tax obligations at $0.9399 per share, with the remaining shares initially retained.
That same day, in connection with the closing of a merger in which Brand House Collective became a wholly owned subsidiary of Bed Bath & Beyond, each share of Brand House common stock was converted into the right to receive 0.1993 shares of Bed Bath & Beyond common stock, plus cash in lieu of fractional shares. Following a disposition of 71,049 shares back to the issuer at $0.00 per share in this process, Dubois no longer holds Brand House common stock, with value moving into the parent company’s stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Dubois Lisa Foley
Role
Chief Marketing Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock | 28,951 | $0.9399 | $27K |
| Disposition | Common Stock | 71,049 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 71,049 shares (Direct)
Footnotes (1)
- Represents shares withheld to satisfy the reporting person's tax withholding obligation with respect to the 100,000 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.
Key Figures
Tax-withholding shares: 28,951 shares
Tax-withholding price: $0.9399 per share
Vested RSUs: 100,000 restricted stock units
+3 more
6 metrics
Tax-withholding shares
28,951 shares
Common Stock withheld for tax obligations on April 2, 2026
Tax-withholding price
$0.9399 per share
Value used for withheld shares of Common Stock
Vested RSUs
100,000 restricted stock units
Units that vested on April 2, 2026
Shares disposed to issuer
71,049 shares
Common Stock returned to issuer at $0.00 per share
Exchange ratio
0.1993 shares
Bed Bath & Beyond common stock per Brand House share in merger
Post-transaction TBHC holdings
0 shares
Total Brand House common stock directly held after transactions
Key Terms
restricted stock units, Agreement and Plan of Merger, Effective Time, Exchange Ratio, +2 more
6 terms
restricted stock units financial
"Represents shares withheld to satisfy the reporting person's tax withholding obligation with respect to the 100,000 restricted stock units that vested"
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.
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.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each Company restricted share unit"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Exchange Ratio financial
"was converted into the right to receive ... shares of Parent's common stock ... equal to ... 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.
Disposition to issuer financial
"transaction_action": "issuer disposition", "transaction_code_description": "Disposition to issuer""
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did TBHC Chief Marketing Officer Lisa Foley Dubois report?
Lisa Foley Dubois reported two dispositions of Brand House Collective common stock. One covered tax withholding on vested restricted stock units; the other returned remaining shares to the issuer as part of a merger converting them into Bed Bath & Beyond common stock.
Does Lisa Foley Dubois still hold any Brand House Collective (TBHC) common stock?
Following the reported Form 4 transactions, Lisa Foley Dubois’s direct holdings of Brand House Collective common stock were reduced to zero, as all remaining shares were disposed to the issuer in connection with the merger and converted into rights to receive Bed Bath & Beyond common stock.