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Brand House (TBHC) CFO RSUs convert in Bed Bath merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BRAND HOUSE COLLECTIVE, INC. CFO Andrea K. Courtois reported two transactions in the company’s common stock tied to a merger with Bed Bath & Beyond, Inc. On April 2, 2026, 100,000 restricted stock units vested, and 29,650 shares were withheld to cover her tax obligations at a value of $0.9399 per share.

The remaining 70,350 shares were then delivered back to the issuer, reducing her direct BRAND HOUSE COLLECTIVE common stock holdings to zero. Under the merger, each company common share and vested restricted stock unit 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 Courtois Andrea K.
Role CFO
Type Security Shares Price Value
Tax Withholding Common Stock 29,650 $0.9399 $28K
Disposition Common Stock 70,350 $0.00 --
Holdings After Transaction: Common Stock — 70,350 shares (Direct)
Footnotes (1)
  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.
Tax-withheld shares 29,650 shares Shares withheld to satisfy tax obligations on vested RSUs
Tax-withholding price $0.9399 per share Value used for 29,650 shares withheld for taxes
Shares delivered to issuer 70,350 shares Disposition of remaining common shares to the issuer
Vested restricted stock units 100,000 RSUs Restricted stock units that vested on April 2, 2026
Exchange ratio 0.1993 shares Bed Bath & Beyond shares per TBHC common share in merger
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.
Exchange Ratio financial
"equal to (i) the number of shares ... 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) in accordance with the Merger Agreement"
disposition to issuer financial
"transaction_action": "issuer disposition","transaction_code_description": "Disposition to issuer""
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*
Courtois Andrea K.
(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)
CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026		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 Stock04/02/2026F29,650(1)D$0.939970,350D
Common Stock(2)04/02/2026D70,350D(3)(4)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 100,000 restricted stock units that vested on April 2,2026. The reporting person retained the remaining shares.
2. 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").
3. 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.
4. 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 Andrea K. Courtois04/02/2026
** 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 insider transactions did TBHC CFO Andrea Courtois report?

Andrea K. Courtois reported two dispositions of BRAND HOUSE COLLECTIVE common stock. First, 29,650 shares were withheld to satisfy tax obligations on 100,000 vested restricted stock units. Second, 70,350 shares were delivered to the issuer, bringing her direct TBHC shareholding to zero.

How many TBHC RSUs vested for the CFO and what happened to them?

On April 2, 2026, 100,000 restricted stock units of BRAND HOUSE COLLECTIVE vested for the CFO. Shares were partly withheld to cover taxes, and the remaining shares were returned to the issuer and converted into rights to receive Bed Bath & Beyond common stock under the merger terms.

How many TBHC shares were withheld for the CFO’s tax obligations?

A total of 29,650 BRAND HOUSE COLLECTIVE common shares were withheld to satisfy Andrea Courtois’s tax withholding obligation. These shares related to 100,000 restricted stock units that vested on April 2, 2026, and were valued at $0.9399 per share for this tax-withholding transaction.

What happened to the CFO’s remaining TBHC shares after tax withholding?

After 29,650 shares were withheld for taxes, the remaining 70,350 BRAND HOUSE COLLECTIVE shares were delivered to the issuer. This disposition to the issuer reduced her direct ownership of TBHC common stock to zero as part of the merger completion process.

How were TBHC shares treated in the Bed Bath & Beyond merger?

At the merger’s effective time, each share of BRAND HOUSE COLLECTIVE common stock was converted into the right to receive 0.1993 shares of Bed Bath & Beyond common stock. Holders also became entitled to cash in lieu of any fractional Bed Bath & Beyond shares otherwise issuable.

What happened to TBHC restricted stock units in the merger?

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