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Get filing alertsBed Bath & Beyond to acquire real estate tech firm Fathom Holdings in all-stock merger
Filed June 17, 2026 · Period ending June 16, 2026 · ~1 min read
Key Changes
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BBBY will acquire Fathom Holdings (FTHM) in an all-stock merger, with FTHM shareholders receiving 0.2236 BBBY shares per FTHM share owned, diluting existing shareholders.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Deal must close by December 16, 2026, subject to FTHM shareholder approval, SEC registration, and NYSE listing approval for the new shares to be issued.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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FTHM will pay BBBY a $2 million termination fee if it backs out to accept a superior offer or changes its board recommendation; up to $1 million expense reimbursement if shareholders reject the deal.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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All outstanding FTHM stock options will be canceled without payment at closing; restricted stock and RSUs convert to equivalent BBBY awards at the 0.2236 exchange ratio.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Bed Bath & Beyond announced a strategic pivot into real estate technology by agreeing to acquire Fathom Holdings, a North Carolina-based real estate services company, in an all-stock transaction. FTHM shareholders will receive 0.2236 shares of BBBY for each share they own, meaning existing BBBY shareholders will see their ownership diluted based on FTHM's outstanding share count.
The deal represents a significant diversification move for the home goods retailer into an entirely different industry vertical. Retail investors should care because this acquisition fundamentally changes what business BBBY is in. The company is moving beyond its traditional retail footprint into real estate technology and services—a sector with different economics, competitive dynamics, and growth drivers.
The all-stock structure means no immediate cash outlay, but the dilution impact depends on FTHM's share count and current trading values relative to the 0.2236 exchange ratio. Watch for the SEC registration statement (S-4) that BBBY must file, which will contain detailed financials on FTHM, pro forma combined company projections, and the exact dilution percentage. Also monitor whether FTHM shareholders approve the deal and whether any competing bidders emerge before the December 2026 deadline. The termination fee structure suggests BBBY wants to lock this in, but shareholder reception on both sides will determine if it closes.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Bed Bath & Beyond to acquire Fathom Holdings via all-stock merger at 0.2236 exchange ratio, closing expected by Dec 2026.
Added in current filing · verify on EDGAR →
On June 16, 2026, Bed Bath & Beyond, Inc., a Delaware corporation (the “Company”), entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among the Company, Fathom Merger Sub, Inc., a North Carolina corporation and wholly owned subsidiary of the Company, and Fathom Holdings Inc., a North Carolina corporation (“FTHM”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into FTHM (the “Merger”), with FTHM surviving such Merger as a wholly owned subsidiary of the Company.
Bed Bath & Beyond has agreed to acquire Fathom Holdings Inc. through a merger transaction. FTHM will become a wholly owned subsidiary of the Company upon closing. This represents a significant strategic acquisition for Bed Bath & Beyond, expanding its business into real estate technology and services.
Added in current filing · verify on EDGAR →
each share of common stock, no par value, of FTHM (the “FTHM Common Stock”) issued and outstanding immediately prior to the Effective Time (other than treasury shares and any shares of FTHM Common Stock held by any FTHM subsidiary or by the Company or Company subsidiary, in each case immediately prior to the Effective Time) will be converted into the right to receive 0.2236 (the “Exchange Ratio”) of validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) and, if applicable, cash in lieu of fractional shares, subject to any applicable tax withholding.
FTHM shareholders will receive 0.2236 shares of Bed Bath & Beyond common stock for each FTHM share they own. This is an all-stock transaction with cash only for fractional shares. The exchange ratio is subject to adjustment per Section 2.10 of the Merger Agreement. This will dilute existing Bed Bath & Beyond shareholders based on the number of FTHM shares outstanding.
Added in current filing · verify on EDGAR →
At the Effective Time, each FTHM option that is outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, will automatically terminate and be canceled without payment of any consideration to the holder thereof.
All outstanding FTHM stock options will be canceled without payment at closing. FTHM restricted stock awards and RSUs will generally be converted to equivalent Bed Bath & Beyond awards at the exchange ratio. FTHM performance stock units tied to stock price hurdles will either convert to shares or be canceled depending on whether vesting conditions are met. This treatment affects FTHM employees and directors holding equity compensation.
Added in current filing · verify on EDGAR →
The Merger Agreement contains customary mutual termination rights for FTHM and the Company, including if the Merger is not completed by December 16, 2026 (subject to extension under certain circumstances) (the “Outside Date”) or if the required approval of FTHM’s stockholders to the Merger Agreement is not obtained.
The merger must close by December 16, 2026 or either party can terminate. Key conditions include FTHM shareholder approval, SEC registration statement effectiveness, NYSE listing approval for new shares, and potential repayment of FTHM's 2024 Senior Notes. Standard material adverse effect and representation accuracy conditions also apply.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 17, 2026 · How we verify