BBBY · Neighborhood Intelligence, Inc. Common Stock

This 8-K/A amendment under Item 9.01 furnishes critical financial disclosures for Bed Bath & Beyond Inc.'s (BBBY) acquisition of The Brand House Collective, Inc. (TBHC), providing audited consolidated financial statements of TBHC and unaudited pro forma condensed combined financials. The merger, completed on April 2, 2026, involved converting each TBHC common share into 0.1993 BBBY shares, with TBHC RSUs vesting and converting similarly, positioning TBHC as a wholly owned subsidiary. TBHC's audited results reveal deteriorating performance: net sales fell to $395.8 million for FY ended January 31, 2026 from $441.4 million prior year, gross profit contracted 30% to $85.1 million amid higher cost of sales, driving operating loss to $39.7 million and net loss to $45.9 million ($2.05/share) versus $23.1 million prior. Balance sheet shows significant strain with total assets down 22% to $188.3 million, inventories reduced 28% to $58.8 million, but liabilities at $242.2 million yielding a $53.9 million shareholders' deficit, up from $19.0 million. Critical audit matters highlighted self-insurance reserves ($3.7 million) and Collaboration Agreement fees debt to BBBY ($6.6 million, modified May 2025, accreted as interest). Cash burn persisted with $11.9 million operating cash usage, offset by financing including $24.4 million BBBY term loan proceeds and common stock issuances to BBBY ($7.7 million) and for debt conversion. Pro forma combined balance sheet as of December 31, 2025 reflects $53.0 million preliminary goodwill, total assets $639.3 million, with equity $239.5 million; combined operations show $1.44 billion revenue but $144.0 million net loss ($2.28/share). Ernst & Young's clean audit opinion supports fair presentation under GAAP. Investors should note TBHC's revenue dependence on BBBY collaboration, asset impairments, and merger purchase accounting remains preliminary, potentially impacting future depreciation/amortization and goodwill.