BBBY Acquires Near-Majority of TBHC and Commits $20M in Convertible Notes

Rhea-AI Filing Summary

Brand House Collective, Inc. (TBHC) disclosed an amendment to a Schedule 13D showing Bed Bath & Beyond, Inc. beneficially owns 13,404,280 shares, representing 49.8% of the outstanding common stock based on 22,461,383 shares outstanding as of September 9, 2025. Bed Bath & Beyond amended its credit arrangements with the issuer on September 15, 2025, by committing to $20.0 million of delayed-draw term loan commitments evidenced by convertible Delayed Draw Notes. The Delayed Draw Notes and existing Notes can convert into 4,469,815 shares currently exercisable, equal to 19.9% of outstanding shares. The credit amendments also adjust a change-of-control threshold from 65% to 75%.

Positive

• Beneficial ownership of 49.8% (13,404,280 shares) signaling significant influence over the issuer
• $20.0 million in delayed-draw term loan commitments provided via convertible Delayed Draw Notes, strengthening issuer liquidity options
• Convertible notes representing the right to acquire 4,469,815 shares (19.9% of outstanding) are documented and quantified
• Change-of-control threshold increased from 65% to 75%, providing clearer control mechanics under the amended credit agreements

Negative

• None.

Insights

Financial Analyst

TL;DR: Bed Bath & Beyond holds a near-majority stake and provided $20M convertible debt, materially changing TBHC's capital structure and potential ownership.

The filing shows Bed Bath & Beyond beneficially owns 49.8% of TBHC and holds rights to acquire an additional 4,469,815 shares upon conversion of notes, representing significant potential dilution and control influence. The $20.0 million delayed-draw convertible notes alter the issuer's debt profile and create a convertible claim that may convert into equity at a price determined at conversion. The amendment raising the change-of-control threshold from 65% to 75% reduces the risk of triggering certain control provisions at current ownership levels. These are material corporate finance developments that affect governance, capitalization, and potential future equity dilution.

M&A / Corporate Governance Specialist

TL;DR: The amendment strengthens the reporting person’s financial exposure and influence while modifying change-of-control mechanics.

Bed Bath & Beyond’s near-50% stake combined with convertible debt commitments creates a concentrated ownership position with convertible instruments that may increase voting equity if converted. The $20 million delayed-draw term loan facility, evidenced by convertible notes, ties financing and potential equity issuance to the lender relationship. Raising the allowable ownership threshold for change-of-control from 65% to 75% is a notable governance change that affects takeover dynamics and protections. These items are material to shareholders and counterparties evaluating control, lock-up, and future transaction feasibility.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

BRAND HOUSE COLLECTIVE, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

497498105

(CUSIP Number)

Adrianne Lee
c/o Bed Bath & Beyond, Inc., 433 W. Ascension Way, Suite 300
Murray, UT, 84123
(801) 947-3100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/15/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 497498105

1

Name of reporting person

BED BATH & BEYOND, INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 13,404,280.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 13,404,280.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

13,404,280.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

49.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: BRAND HOUSE COLLECTIVE, INC.
(c)	Address of Issuer's Principal Executive Offices: 5310 MARYLAND WAY, BRENTWOOD, TENNESSEE , 37027.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The Reporting Person acquired the Delayed Draw Notes (as defined below) for consideration of $20.0 million in connection with the entry into Amendment No. 1 to the A&R Credit Agreement (as defined below) with the Issuer. The Reporting Person used funds from its working capital to fund the acquisition of the Delayed Draw Notes.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On September 15, 2025, the Reporting Person and the Issuer entered into Amendment No. 1 to the Amended and Restated Term Loan Credit Agreement ("Amendment No. 1 to the A&R Credit Agreement"), pursuant to which the Reporting Person agreed provide new delayed-draw term loan commitments in an aggregate original principal amount of $20 million, with such debt evidenced by notes (the "Delayed Draw Notes") convertible into shares of the Issuer's Common Stock in accordance with the terms of the A&R Credit Agreement, as amended. The Delayed Draw Notes can be converted into Common Stock at a price determined at the time of such conversion election, but subject to Nasdaq shareholder approval rules, if applicable. The foregoing description of Amendment No. 1 to the A&R Credit Agreement is not complete and is qualified in its entirety by the full text of such agreement, which is included as an exhibit to this Schedule 13D and is incorporated herein by reference. In connection with entry into Amendment No. 1 to the A&R Credit Agreement, the Issuer also entered into a Fourth Amendment to the Third Amended and Restated Credit Agreement (the "Fourth Amendment") with Bank of America, N.A., as Administrative Agent and Collateral Agent for the Lenders (in such capacities, "the Agent"), which amends that certain Third Amended and Restated Credit Agreement dated as of March 31, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the "2023 Credit Agreement"). Among other amendments, the Fourth Amendment was entered into to, among other things, adjust the definition of change of control with respect to the Reporting Person by increasing the allowable ownership percentage from 65% to 75%.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated (a) - (b) Amount beneficially owned: 13,404,280 Percent of Class: 49.8% Number of shares the Reporting Person has: Sole power to vote or direct the vote: 13,404,280 Shared power to vote: 0 Sole power to dispose or direct the disposition of: 13,404,280 Shared power to dispose or direct the disposition of: 0 The share amount reported herein consists of 8,934,465 shares of Common Stock held by the Reporting Person and 4,469,815 shares of Common Stock that the Reporting Person currently has the right to acquire upon conversion of the Notes and the Delayed Draw Notes, which amount represents 19.9% of the shares of Common Stock outstanding as of September 15, 2025. The percentage ownership is based upon 22,461,383 shares of Common Stock outstanding as of September 9, 2025.
(c)	None.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Item 4 above summarizes certain provisions of Amendment No. 1 to the A&R Credit Agreement and is incorporated herein by reference. Copies of each of the agreements are attached as exhibits to this Schedule 13D and are incorporated herein by reference. Except as described herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Amendment No. 1 to the Amended and Restated Term Loan Credit Agreement dated as of September 15, 2025, by and between Kirkland's Stores, Inc., as Lead Borrower, the Borrowers named therein, the Guarantors named therein, Bed Bath & Beyond, Inc., as Administrative Agent and Collateral Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on September 15, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BED BATH & BEYOND, INC.

Signature:	/s/ Adrianne B. Lee
Name/Title:	Adrianne Lee/Chief Financial Officer & Administrative
Date:	09/17/2025

FAQ

How many shares of TBHC does Bed Bath & Beyond (BBBY) beneficially own?

The filing reports Bed Bath & Beyond beneficially owns 13,404,280 shares, equal to 49.8% of TBHC's outstanding common stock based on 22,461,383 shares.

What financing did Bed Bath & Beyond provide to TBHC in the amendment?

Bed Bath & Beyond agreed to provide $20.0 million of delayed-draw term loan commitments evidenced by convertible Delayed Draw Notes under Amendment No. 1 to the A&R Credit Agreement.

How many shares can be acquired upon conversion of the notes?

The filing states the Reporting Person currently has rights to acquire 4,469,815 shares upon conversion of the Notes and Delayed Draw Notes, representing 19.9% of shares outstanding as of September 15, 2025.

Did the amendment change any governance or control definitions?

Yes. The Fourth Amendment to the 2023 Credit Agreement adjusted the change-of-control definition by increasing the allowable ownership percentage from 65% to 75% with respect to the Reporting Person.

What source of funds was used to acquire the Delayed Draw Notes?

The Reporting Person used funds from its working capital to fund the $20.0 million acquisition of the Delayed Draw Notes.