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Get filing alertsBed Bath & Beyond to acquire F9 Brands for $7M cash, 18.1M shares, real estate, and earnout
Filed July 27, 2026 · Period ending July 23, 2026 · ~1 min read
Key Changes
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BBBY entered definitive agreement to acquire F9 Brands for $7M cash, ~18.1M shares, three European manufacturing facilities (two in Sweden, one in Poland), $4.6M promissory note due in 90 days, and up to $12.5M earnout.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Earnout of $12.5M payable if F9 Brands expected to achieve $20M trailing twelve-month EBITDA by any quarter-end between September 2026 and December 2031; if earned, distributed to certain F9 employees who remain employed.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Half of merger shares locked up for 12 months; seller subject to 24-month standstill preventing additional share purchases, business combination proposals, or proxy solicitations.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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BBBY must file shelf registration for merger shares within 90 days of closing and use reasonable best efforts to have it declared effective within 30-60 days of filing.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Merger shares issued under Section 4(a)(2) private placement exemption without SEC registration.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR →
Summary
Bed Bath & Beyond entered a definitive agreement to acquire F9 Brands through a multi-component transaction. The consideration includes $7 million cash, approximately 18.1 million BBBY shares, three European manufacturing facilities, a $4.6 million note due within 90 days, and a potential $12.5 million earnout tied to F9 expected to achieve $20 million in trailing twelve-month EBITDA by December 31, 2031.
The earnout, if triggered, will be distributed to certain F9 employees who remain with the combined company. For retail holders, the immediate dilution from 18.1 million shares matters—the filing does not disclose BBBY's current share count, so the percentage dilution cannot be calculated here.
The transaction transfers three European manufacturing facilities to the seller, suggesting BBBY is shedding overseas production capacity while acquiring F9's brand portfolio and operations. Half the merger shares are locked up for 12 months, and the seller faces a 24-month standstill preventing further accumulation or activist moves. The company must register the shares for resale within 90 days of closing, which could create selling pressure once the lock-up expires. The earnout structure aligns F9 management with post-acquisition performance, but the $20 million EBITDA threshold and F9's current financials are not disclosed, making it difficult to assess likelihood of payout.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 23, 2026, Bed Bath & Beyond, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Beyond Home Services, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Purchaser”), F9 Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub 1”), F9 Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Purchaser (“Merger Sub 2”), F9 Investments, LLC, a Florida limited liability company (“Seller”), F9 Brands, Inc., a Delaware corporation (the “Target”)
Bed Bath & Beyond entered into a definitive merger agreement to acquire F9 Brands through a two-step merger structure. The transaction will be executed through wholly owned subsidiaries, with F9 Brands ultimately becoming a wholly owned subsidiary of the company's Beyond Home Services subsidiary.
Added in current filing · verify on EDGAR →
In addition, pursuant to the Registration Rights Agreement, 50% of the Merger Shares being issued to Seller at Closing will be subject to certain transfer restrictions (subject to certain customary exceptions) for a period of 12 months following the Closing Date. For a period of 24 months following the Closing Date, Seller and its affiliates have also agreed to certain “standstill” restrictions, which prohibit Seller and its affiliates from, directly or indirectly: (i) acquiring any material assets, businesses or securities of the Company, (ii) publicly or privately offering to enter into, or publicly or privately proposing, any merger, business combination, recapitalization, restructuring or other similar transaction with the Company or any of its subsidiaries, (iii) initiating any stockholder proposal or convening a meeting of stockholders of the Company, or (iv) soliciting proxies with respect to any matter, or otherwise seeking to influence, advise or direct the vote of the stockholders of the Company.
Half of the approximately 18.1 million shares issued to the seller will be locked up for 12 months. Additionally, the seller and its affiliates are subject to a 24-month standstill agreement that prevents them from acquiring additional company securities, proposing business combinations, initiating shareholder proposals, or soliciting proxies.
Event · Item 3.02 — Unregistered Sales of Equity Securities
BBBY issued unregistered equity securities in connection with merger transactions under Section 4(a)(2) exemption.
Added in current filing · verify on EDGAR →
The Merger Shares that will be issued in connection with the Mergers will be issued in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act of 1933, as amended.
The company disclosed it will issue shares (Merger Shares) in connection with merger transactions without registering them with the SEC, using the private placement exemption under Section 4(a)(2) of the Securities Act. The filing references Item 1.01 for merger details, which are not included in this excerpt.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 28, 2026 · How we verify