Brand House Collective, INC. 8-K Filing

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Key Financial Figures

• $15,000,000 — days did not meet the minimum MVPHS of $15,000,000 for continued listing on Nasdaq pursuan

Filing Documents

• tbhc20260330_8k.htm (8-K) — 31KB
• 0001437749-26-010806.txt ( ) — 165KB
• tbhc-20260326.xsd (EX-101.SCH) — 3KB
• tbhc-20260326_def.xml (EX-101.DEF) — 12KB
• tbhc-20260326_lab.xml (EX-101.LAB) — 16KB
• tbhc-20260326_pre.xml (EX-101.PRE) — 12KB
• tbhc20260330_8k_htm.xml (XML) — 3KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On March 26, 2026, The Brand House Collective (the "Company") received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") indicating that the market value of publicly held shares ("MVPHS") of the Company's common stock for the last 30 consecutive business days did not meet the minimum MVPHS of $15,000,000 for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5450(b)(3)(C). The letter has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Global Select Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company will be provided with a compliance period of 180 calendar days, expiring September 22, 2026, in which to regain compliance. The letter further provided that if, at any time during the 180-day period, the Company's MVPHS closes at $15,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation that it has achieved compliance with the minimum MVPHS requirement, subject to Nasdaq's authority to extend this ten-day period as provided in Nasdaq Listing Rule 5810(c)(3)(H). If the Company does not regain compliance by September 22, 2026, under Nasdaq Listing Rule 5810(c)(3)(D), the Company will receive written notice from Nasdaq that its securities are subject to delisting, subject to the Company's right to appeal the delisting determination to a Nasdaq hearings panel. Alternatively, the Company may transfer to the Nasdaq Capital Market, provided that it meets all applicable continued listing requirements of the Nasdaq Capital Market. As previously announced, on November 24, 2025, the Company entered into an Agreement and Plan of Merger with Bed Bath & Beyond, Inc., a Delaware corporation ("Parent"), and Knight Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("M

Forward-Looking Statements

Forward-Looking Statements Except for historical information contained herein, certain statements in this Current Report on Form 8-K constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements deal with potential future circumstances and developments and are, accordingly, forward-looking in nature. You are cautioned that such forward-looking statements, which may be identified by words such as "anticipate," "believe," "expect," "estimate," "intend," "plan," "seek," "may," "could," "strategy," and similar expressions, involve known and unknown risks and uncertainties, many of which are outside of the Company's control, which may cause the Company's actual results to differ materially from forecasted results. Those risks and uncertainties include, among other things, risks associated with the effect of the transactions entered into with Parent, including the Merger (the "Transactions") on the Company's business relationships; the timing and likelihood of receiving the required lender consent from Bank of America, N.A., which is subject to the refinancing or repayment of the Company's existing asset-based loan; delays in closing the proposed Merger or the possibility of non-consummation of the proposed Merger; the ability to successfully integrate the Company's business with Parent following the closing of the proposed Merger; operating results and business generally; unexpected costs, charges or expenses resulting from the Transactions; potential litigation relating to the Transactions that could be instituted against Parent, the Company or their affiliates' respective directors, managers or officers, including the effects of any outcomes related thereto; continued availability of capital financing; the ability to obtain the various synergies envisioned between the Company and Parent; the ability of the Company to successfully open new stores or rebrand or op

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. The Brand House Collective, Inc. April 1, 2026 By: /s/ Michael W. Sheridan Name: Michael W. Sheridan Title: Senior Vice President, General Counsel and Corporate Secretary

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