Brand House Collective (TBHC) CEO equity shifts into Bed Bath & Beyond stock

Rhea-AI Filing Summary

BRAND HOUSE COLLECTIVE, INC. President and CEO Amy Ervin Sullivan reported equity changes tied to restricted stock vesting and the closing of the company’s merger with Bed Bath & Beyond, Inc.

On April 1 and 2, 2026, she had a total of 130,629 shares of common stock withheld to cover tax obligations on 77,777 and 458,684 vested restricted stock units, while retaining the remaining vested shares. At the merger effective time, all remaining 477,950 shares of Brand House common stock were disposed of to the issuer as the company became a wholly owned subsidiary of Bed Bath & Beyond. Each share of Brand House common stock and each vested Company RSU was converted into the right to receive shares of Bed Bath & Beyond common stock based on a fixed 0.1993 exchange ratio, subject to applicable tax withholding and cash in lieu of fractional shares.

Insights

Equity compensation and M&A analyst

CEO’s Brand House equity is converted into Bed Bath & Beyond stock through merger-related, non-market transactions.

The filing shows Amy Ervin Sullivan, President and CEO of Brand House Collective, settling tax obligations on vesting restricted stock units by share withholding, then surrendering her remaining Brand House shares in connection with the Bed Bath & Beyond merger. None of these are open-market trades.

Two F-code entries cover 130,629 shares withheld for taxes on 77,777 and 458,684 vested RSUs at prices around $0.9399. A subsequent D-code disposition transfers 477,950 shares back to the issuer when Brand House becomes a wholly owned subsidiary of Bed Bath & Beyond.

Under the merger terms, each Brand House share and Company RSU converts into Bed Bath & Beyond common stock using an Exchange Ratio of 0.1993, with cash paid for fractional shares and options at or above $0.94 per share cancelled without payment. The economic impact on Sullivan’s position depends on the parent’s share performance and overall merger value, but the mechanics here are standard for a stock-for-stock acquisition and look administrative rather than discretionary buying or selling.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Sullivan Amy Ervin

Role President, CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	111,690	$0.9399	$105K
Disposition	Common Stock	477,950	$0.00	--
Tax Withholding	Common Stock	18,939	$0.9399	$18K

Holdings After Transaction: Common Stock — 477,950 shares (Direct)

Footnotes (1)

1. Represents shares withheld to satisfy the reporting person's tax withholding obligation with respect to the 77,777 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 458,684 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. At the Effective Time, each option to purchase shares of Company Common Stock outstanding immediately prior to the Effective Time was cancelled and 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 Common Stock equal to (i) the Net Option Share Amount (as defined in the Merger Agreement) multiplied by (ii) the Exchange Ratio, plus any Fractional Share Cash Consideration in accordance with the Merger Agreement. Any such option with a per share exercise price that was equal to or greater than $0.94 was cancelled by virtue of the merger without any payment to the reporting person.

Key Figures

Tax-withheld shares April 2, 2026: 111,690 shares at $0.9399 Tax-withheld shares April 1, 2026: 18,939 shares at $0.9399 Total tax-withheld shares: 130,629 shares +5 more

8 metrics

Tax-withheld shares April 2, 2026 111,690 shares at $0.9399 Common stock withheld to cover tax on 458,684 vested RSUs

Tax-withheld shares April 1, 2026 18,939 shares at $0.9399 Common stock withheld to cover tax on 77,777 vested RSUs

Total tax-withheld shares 130,629 shares Aggregate F-code dispositions for RSU tax obligations

RSUs vested April 1, 2026 77,777 units Company restricted stock units vesting before tax withholding

RSUs vested April 2, 2026 458,684 units Company restricted stock units vesting before tax withholding

Disposition to issuer 477,950 shares Brand House common stock surrendered at merger effective time

Merger exchange ratio 0.1993 shares Bed Bath & Beyond shares per Brand House share or RSU

Option cancellation threshold $0.94 per share Options at or above this exercise price cancelled without payment

Key Terms

restricted stock units, tax withholding obligation, Agreement and Plan of Merger, Exchange Ratio, +2 more

6 terms

restricted stock units financial

"restricted stock units that vested on April 1, 2026. The reporting person retained the remaining shares."

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 with respect to the 77,777 restricted stock units"

Agreement and Plan of Merger financial

"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.

Fractional Share Cash Consideration financial

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

Net Option Share Amount financial

"equal to (i) the Net Option Share Amount (as defined in the Merger Agreement) multiplied by (ii) the Exchange Ratio"

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^*

Sullivan Amy Ervin

(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
X	Officer (give title below)		Other (specify below)
	President, CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		F		18,939(1)	D	$0.9399	589,640	D
Common Stock	04/02/2026		F		111,690(2)	D	$0.9399	477,950	D
Common Stock(3)	04/02/2026		D		477,950	D	(4)(5)(6)	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. Represents shares withheld to satisfy the reporting person's tax withholding obligation with respect to the 77,777 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 458,684 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.

6. At the Effective Time, each option to purchase shares of Company Common Stock outstanding immediately prior to the Effective Time was cancelled and 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 Common Stock equal to (i) the Net Option Share Amount (as defined in the Merger Agreement) multiplied by (ii) the Exchange Ratio, plus any Fractional Share Cash Consideration in accordance with the Merger Agreement. Any such option with a per share exercise price that was equal to or greater than $0.94 was cancelled by virtue of the merger without any payment to the reporting person.

	/s/ Michael W. Sheridan, Attorney-in-Fact for Amy E. Sullivan	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 transactions did TBHC President and CEO Amy Ervin Sullivan report?

Amy Ervin Sullivan reported three Form 4 transactions. Two were F-code dispositions totaling 130,629 shares withheld to pay taxes on vested restricted stock units. The third was a D-code disposition of 477,950 Brand House Collective shares back to the issuer at the merger’s effective time.

Were Amy Ervin Sullivan’s TBHC transactions open-market sales or routine tax events?

The transactions were routine non-market events. Two F-code entries represent shares withheld to satisfy tax obligations on vested restricted stock units. The D-code entry reflects a disposition of remaining Brand House shares to the issuer as part of the Bed Bath & Beyond acquisition closing.

How many TBHC shares were withheld for Amy Ervin Sullivan’s tax obligations?

A total of 130,629 Brand House Collective shares were withheld for taxes. This covered 18,939 shares on April 1, 2026, and 111,690 shares on April 2, 2026, tied directly to vesting of 77,777 and 458,684 restricted stock units, respectively.

What happened to Amy Ervin Sullivan’s remaining TBHC shares in the Bed Bath & Beyond merger?

Her remaining 477,950 Brand House Collective common shares were disposed of to the issuer at the merger’s effective time. Under the merger agreement, each Brand House share converted into the right to receive Bed Bath & Beyond common stock based on a fixed 0.1993 share exchange ratio.

How were Amy Ervin Sullivan’s TBHC restricted stock units treated in the merger?

At the effective time, each Company restricted stock unit fully vested and converted into the right to receive Bed Bath & Beyond common stock. The number of parent shares equals the underlying Brand House shares multiplied by the 0.1993 exchange ratio, plus cash in lieu of any fractional shares.

What happened to Amy Ervin Sullivan’s TBHC stock options under the merger agreement?

Each outstanding option to purchase Brand House Collective common stock was cancelled and converted into the right to receive Bed Bath & Beyond shares based on a formula using a Net Option Share Amount and the 0.1993 exchange ratio. Options with exercise prices at or above $0.94 received no payment.