Bed Bath & Beyond acquires F9 Brands for $7M cash, 18.1M shares, real estate, and earnout

BED BATH & BEYOND, INC.

Total consideration: $7M cash, 18.1M shares of BBBY common stock, three manufacturing facilities in Sweden and Poland, a $4.6M promissory note, and up to $12.5M earnout.
Earnout payable if target achieves $20M trailing twelve-month EBITDA by any fiscal quarter ending through Dec 31, 2031.
Registration rights agreement requires BBBY to file shelf registration for resale of shares; 50% of shares locked up for 12 months; seller subject to 24-month standstill.
Merger structured as tax-free reorganization under Section 368(a)(1)(A); closing subject to customary conditions including no material adverse effect.
Termination rights allow either party to terminate on or after Oct 31, 2026, or for breach.

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