Bed Bath & Beyond completes $30M acquisition of The Brand House Collective

On April 2, 2026, in connection with the closing of the TBHC Merger, the Company entered into a Contribution Agreement (the “Contribution Agreement”) with TBHC, pursuant to which the Company agreed to contribute $30,000,000 in capital to TBHC (the “Contribution”) for general corporate purposes, including the repayment of a portion of TBHC’s outstanding indebtedness to Bank of America, N.A.

On April 2, 2026, the Company completed the previously announced acquisition of The Brand House Collective (“TBHC”) pursuant to the Agreement and Plan of Merger, dated as of November 24, 2025 (the “TBHC Merger Agreement”), by and among the Company, Knight Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Knight Merger Sub”), and TBHC. Pursuant to the TBHC Merger Agreement, upon the terms and subject to the conditions set forth therein, Knight Merger Sub merged with and into TBHC, with TBHC surviving as a wholly owned subsidiary of the Company (the “TBHC Merger”).

each share of common stock, no par value, of TBHC (“TBHC Common Stock”) that was issued and outstanding immediately prior to the TBHC Merger Effective Time (other than treasury shares and shares of TBHC Common Stock held directly by the Company or Knight Merger Sub, which were automatically cancelled and ceased to exist) was converted into the right to receive 0.1993 (the “Exchange Ratio”) of a share of common stock, par value $0.0001 per share, of the Company (“BBBY Common Stock”).

each option to purchase shares of TBHC Common Stock (“Option”) that was outstanding as of immediately prior to the TBHC Merger Effective Time was automatically, without any action on the part of BBBY, Knight Merger Sub, TBHC or the holder thereof, 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 BBBY Common Stock equal to (i) the Net Option Share Amount (as defined in the TBHC Merger Agreement) multiplied by (ii) the Exchange Ratio, plus any Fractional Share Cash Consideration. Any Option with an exercise price equal to or in excess of $0.94, the closing price of TBHC Common Stock on April 1, 2026, the trading day immediately prior to the closing of the TBHC Merger, was cancelled and will have no further force or effect by virtue of the TBHC Merger

each TBHC restricted stock unit (“RSU”) that was outstanding as of immediately prior to the TBHC Merger Effective Time, whether vested or unvested, automatically, without any action on the part of BBBY, Knight Merger Sub, TBHC or the holder thereof, fully 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 BBBY Common Stock equal to (i) the number of shares of TBHC Common Stock subject to such RSU immediately prior to the TBHC Merger Effective Time multiplied by (ii) the Exchange Ratio, plus any Fractional Share Cash Consideration.

Agreement and Plan of Merger, dated as of November 24, 2025, by and among Bed Bath & Beyond, Inc., Knight Merger Sub II, Inc., and The Brand House Collective, Inc.

The Company will provide the financial statements required to be filed by Item 9.01(a) of Form 8-K by amendment to this Current Report no later than the 71st day after the required filing date for this Current Report.

The Company will provide the pro forma financial statements required to be filed by Item 9.01(b) of Form 8-K by amendment to this Current Report no later than the 71st day after the required filing date for this Current Report.