Director Neely J. Tamminga exits TBHC stake in Bed Bath & Beyond merger

Rhea-AI Filing Summary

BRAND HOUSE COLLECTIVE, INC. director Neely J. Tamminga disposed of 23,463 shares of Common Stock back to the company, leaving no direct holdings after the transaction. The disposition was recorded at a price of $0.00 per share and classified as a disposition to the issuer.

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 terms, each company share was converted into the right to receive Parent common stock at a fixed exchange ratio of 0.1993, with cash paid instead of fractional Parent shares.

Insights

Equity compensation and M&A specialist

Director surrenders shares to issuer as part of all-stock merger.

The filing shows director Neely J. Tamminga returned 23,463 Brand House Collective common shares to the issuer, ending with zero direct holdings. The transaction is coded as a disposition to the issuer at a stated price of $0.00 per share.

Footnotes explain this happened at the closing of a merger where Brand House Collective became a wholly owned subsidiary of Bed Bath & Beyond, Inc. Each company share converted into the right to receive Parent common stock at a fixed exchange ratio of 0.1993%. Company restricted share units also vested and converted into Parent shares, with cash for fractional shares. Overall, this looks like standard consideration mechanics in a stock-for-stock merger, not an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Tamminga Neely J.

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 Price per share: $0.00 per share Post-transaction holdings: 0 shares +1 more

4 metrics

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

Price per share $0.00 per share Recorded disposition value for returned shares

Post-transaction holdings 0 shares Total common shares directly owned after transaction

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

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

"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.

Fractional Share Cash Consideration financial

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

wholly owned subsidiary financial

"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.

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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^*

Tamminga Neely J.

(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 Neely J. Tamminga	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 did Neely J. Tamminga report in the TBHC Form 4 filing?

Neely J. Tamminga reported disposing of 23,463 shares of BRAND HOUSE COLLECTIVE common stock. The shares were returned to the issuer at a recorded price of $0.00 per share, leaving Tamminga with zero directly owned shares after the transaction.

Was the TBHC Form 4 transaction an open-market sale?

No, the Form 4 classifies the event as a disposition to the issuer, not an open-market sale. The shares were surrendered back to Brand House Collective in connection with a merger, rather than being sold on a stock exchange for market proceeds.

How many TBHC shares did Neely J. Tamminga hold after the transaction?

After the transaction, Neely J. Tamminga reported holding zero shares of BRAND HOUSE COLLECTIVE common stock. The Form 4 shows total shares following the disposition as 0.0000, reflecting a full exit from direct ownership in the company’s common shares.

What merger is referenced in the TBHC insider filing?

The filing references a merger under an Agreement and Plan of Merger among Bed Bath & Beyond, Knight Merger Sub II, and Brand House Collective. At closing, Brand House Collective became a wholly owned subsidiary of Bed Bath & Beyond, Inc. as the Parent company.

What exchange ratio applied to TBHC shares in the Bed Bath & Beyond merger?

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 received cash instead of fractional Bed Bath & Beyond shares that otherwise would have been issued under the merger terms.

How were Brand House Collective restricted share units treated in the merger?

At the effective time of the merger, each Brand House Collective restricted share unit vested and converted into the right to receive Bed Bath & Beyond common stock. The number of Parent shares reflected the exchange ratio and underlying company shares, plus cash for any fractional share amounts.