Bed Bath & Beyond Files 8-K on New Agreement

TL;DR

BBBY just signed a new deal and took on debt, filing an 8-K.

AI Summary

On November 24, 2025, Bed Bath & Beyond, Inc. filed an 8-K report detailing a material definitive agreement and a direct financial obligation. The filing indicates the company entered into a new agreement and incurred a financial obligation, though specific details of the agreement and obligation are not provided in this excerpt.

Why It Matters

This filing signals a significant new contractual commitment or financial arrangement for Bed Bath & Beyond, Inc., which could impact its financial standing and operational future.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, suggesting potential financial risks or opportunities for the company.

Key Players & Entities

• BED BATH & BEYOND, INC. (company) — Filer
• November 24, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of incorporation
• 000-41850 (filing_id) — Commission File Number

FAQ

Key Financial Figures

• $0.0001 — e on which registered Common Stock, $0.0001 par value per share BBBY New York S
• $1,025,300 — termination fee to the Company equal to $1,025,300 if the Merger Agreement is terminated i
• $341,800 — ompany's expenses in an amount equal to $341,800. Additional Information The foregoing
• $10,000,000 — ade available by the Company to TBHC by $10,000,000, to an aggregate amount of $30,000,000.
• $30,000,000 — $10,000,000, to an aggregate amount of $30,000,000. Concurrently with the Second Amendment

Filing Documents

• ef20059982_8k.htm (8-K) — 60KB
• ef20059982_ex2-1.htm (EX-2.1) — 728KB
• ef20059982_ex10-1.htm (EX-10.1) — 63KB
• 0001140361-25-043247.txt ( ) — 1175KB
• byon-20251124.xsd (EX-101.SCH) — 4KB
• byon-20251124_def.xml (EX-101.DEF) — 17KB
• byon-20251124_lab.xml (EX-101.LAB) — 26KB
• byon-20251124_pre.xml (EX-101.PRE) — 19KB
• ef20059982_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On November 24, 2025, Bed Bath & Beyond, Inc., a Delaware corporation (the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement "), by and among the Company, Knight Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Company, and The Brand House Collective, Inc., a Tennessee corporation (" TBHC "), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into TBHC (the " Merger "), with TBHC surviving such Merger as a wholly owned subsidiary of the Company. Merger Consideration Under the Merger Agreement, at the effective time of the Merger (the " Effective Time "), each share of common stock, no par value, of TBHC (the " TBHC Common Stock ") issued and outstanding immediately prior to the Effective Time (other than treasury shares and any shares of TBHC Common Stock held directly by the Company or Merger Sub) will be converted into the right to receive 0.1993 shares (the " Exchange Ratio ") of a 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 withholding. At the Effective Time, (i) each award of TBHC restricted share units (" TBHC RSU ") that is outstanding as of immediately prior to the Effective Time will automatically fully vest and be converted into the right to receive, without interest and subject to applicable withholding taxes, (A) a number of shares of Company Common Stock equal to the number of shares of TBHC subject to the TBHC RSU multiplied by the Exchange Ratio and (B) if applicable, cash in lieu of fractional shares, and (ii) each option to purchase TBHC Common Stock (" TBHC Option ") that is outstanding as of immediately prior to the Effective Time will be automatically converted into the right to receive, with

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The foregoing disclosure under " Second Amendment to Amended and Restated Credit Agreement " in Item 1.01 hereof is incorporated by reference into this Item 2.03.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit Number Exhibit Description 2.1* 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. 10.1* Amendment No. 2 to Amended and Restated Term Loan Credit Agreement, dated as of November 24, 2025, entered into by and among Kirkland's Stores, Inc., a Tennessee corporation, as Lead Borrower, the other Loan Parties party thereto, the lenders party thereto and Bed Bath & Beyond, Inc., as Administrative Agent and Collateral Agent. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101) * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Reporting Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. 3 Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the " Securities Act ") and Section 21E of the Securities Exchange Act of 1934, as amended (the " Exchange Act "). Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding the Merger, its consummation, shareholder approval and listing requirements, termination fees if the Merger is not consummated, our anticipated financial performance, including the anticipated closing of and synergies related to the Merger, actions related to the TBHC ABL, our industry, business strategy, plans, goals and expectations concerning our market position, future operations and other financial and operating information, and the timing of any of the foregoing. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other impo

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BED BATH & BEYOND, INC. By: /s/ Adrianne B. Lee Adrianne B. Lee President and Chief Financial Officer Date: November 25, 2025

View Full Filing

View this 8-K filing on SEC EDGAR