BRAND HOUSE COLLECTIVE, INC.: M&A transaction — Brand House Collective (TBHC) acquired by Bed Bath & Beyond; shares converted at 0.1993 ratio, delisted

BRAND HOUSE COLLECTIVE, INC.

Merger closed: each TBHC share exchanged for 0.1993 shares of Bed Bath & Beyond common stock.
TBHC common stock delisted from Nasdaq; Form 15 to be filed to suspend SEC reporting obligations.
Parent contributed $30M to Company for working capital and to repay $10M of outstanding loans.
All directors resigned; charter and bylaws amended to reflect new governance.
Credit agreement amended to permit merger; $10M prepayment made from contribution proceeds.

item 1.01 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

BRAND HOUSE COLLECTIVE, INC.: Amended and restated charter of the company effective upon the merger (effective 2026-04-02).

Change: charter amendment
Effective: 2026-04-02

Exact text from the filing

Pursuant to the Merger Agreement, at and effective as of the Effective Time, the charter of the Company was amended as set forth in the certificate of merger (the “ Certificate of Merger ”) and articles of merger (the “ Articles of Merger ”) filed in connection with the Merger.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

BRAND HOUSE COLLECTIVE, INC.: Bylaws of the company replaced with amended bylaws of merger sub effective upon the merger (effective 2026-04-02).

Change: bylaw amendment
Effective: 2026-04-02

Exact text from the filing

the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub were amended to become references to the Company, became the bylaws of the Company (as so amended, the “ Amended Bylaws ”).

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

BRAND HOUSE COLLECTIVE, INC. underwent a change of control involving Bed Bath & Beyond, Inc. (closed 2026-04-02).

Action: change of control
Counterparty: Bed Bath & Beyond, Inc.
Closing: 2026-04-02

Exact text from the filing

At the Effective Time, as a result of the consummation of the Merger, a change in control of the Company occurred and the Company became a wholly owned subsidiary of Parent.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

BRAND HOUSE COLLECTIVE, INC. entered into Contribution Agreement with Parent valued at $30,000,000 capital contribution for general corporate purposes including debt repayment (effective 2026-04-02).

Action: entry
Agreement: equity purchase
Counterparty: Parent
Value: $30,000,000 capital contribution for general corporate purposes including debt repayment
Effective: 2026-04-02

Exact text from the filing

On April 2, 2026, in connection with the closing of the Merger, the Company entered into a Contribution Agreement (the “Contribution Agreement”) with Parent, pursuant to which Parent agreed to contribute $30,000,000 in capital to the Company

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Source: SEC EDGAR

accession 0001437749-26-011128

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