Bed Bath & Beyond, Inc. Enters into Definitive Merger Agreement with F9 Brands, Inc.

Key Points and Details for Investors

• Merger Announcement: On July 23, 2026, Bed Bath & Beyond, Inc. (“BBBY”) entered into a definitive Agreement and Plan of Merger with F9 Brands, Inc. (“F9 Brands”), F9 Investments, LLC, Beyond Home Services, LLC, two special purpose merger subsidiaries, and Tom Sullivan (solely for limited purposes). The transaction is structured as a multi-entity merger involving several subsidiaries and related parties.
• Transaction Structure:
  • Seller (F9 Investments, LLC) owns all outstanding shares of F9 Brands, Inc.
  • Upon closing, F9 Brands will become a subsidiary of Bed Bath & Beyond, Inc. through a series of mergers involving the special purpose entities.
• Merger Consideration:
  • The Seller will receive a combination of cash and an earnout consideration.
  • The Company Shares (F9 Brands, Inc.) held by Seller will be converted into the right to receive the merger consideration, subject to any required tax withholdings.
  • The earnout is structured so that if the combined company’s EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) reaches or exceeds \$20 million in any trailing 12-month period ending on a fiscal quarter from Q3 2026 through Q4 2031, Seller will receive an aggregate of \$10,500,000 in cash.
  • EBITDA calculations for the earnout exclude Purchaser’s (BBBY’s) costs unless they reflect a commercially reasonable allocation or services historically provided to the Company Group.
• Registration Rights & Lock-up Agreement:
  • At closing, a Registration Rights and Lock-Up Agreement will be entered into, requiring BBBY to file a shelf registration statement with the SEC within 90 days following closing for the resale of the Merger Shares issued to the Seller.
  • This registration is intended to provide liquidity for Seller’s new holdings in BBBY.
• Unregistered Sale of Equity:
  • Shares issued as part of the merger consideration will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.
• Conditions to Closing & Representations:
  • The agreement contains customary representations, warranties, and covenants by the parties, and the full text is available as an exhibit to the 8-K filing.
  • The representations and warranties are subject to limitations, confidential disclosures, and negotiation context, and should not be considered as factual statements about the company’s current condition.
• Financial Statements and Exhibits:
  • The filing references audited financial statements for F9 Brands, Inc. for 2024 and 2025, as well as interim financials, showing a history of operations and compliance with GAAP.
  • No material weaknesses or fraud identified in the last three years regarding financial reporting or internal controls.
• Shareholder and Market Impact:
  • This deal could significantly transform BBBY’s business profile by integrating F9 Brands’ operations and unlocking potential EBITDA-driven earnout payments.
  • Shareholders should note the potential for dilution due to new share issuances, and the possibility of significant cash outflows if the combined company meets performance milestones.
  • The Registration Rights Agreement may provide future liquidity for major shareholders, which could affect stock price volatility post-closing.

Important Information for Shareholders

• This transaction is price-sensitive and material: The merger could change the strategic direction, financial profile, and shareholder structure of Bed Bath & Beyond, Inc. Integration risks, earnout payments, and future share issuances are all factors investors should closely watch.
• Regulatory and Closing Risks: The deal is subject to closing conditions and regulatory approvals. There is no guarantee that the merger will close as planned.
• Potential for Share Price Movement: The market may react to the prospect of growth, potential dilution, and the company’s ability to achieve the earnout EBITDA thresholds. The direction and magnitude depend on investor perception of the strategic fit and future prospects.
• Access to Full Agreements: Investors are encouraged to review the full merger and ancillary agreements, which are on file with the SEC, for further details.

Summary Table: Securities Registered and Trading

Next Steps

• Bed Bath & Beyond, Inc. will provide further updates as key milestones are reached, including regulatory approvals, closing, and performance against the earnout targets.
• Shareholders are advised to monitor SEC filings and company disclosures for additional details and developments.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. All statements are based on information disclosed in Bed Bath & Beyond, Inc.’s SEC filings as of July 23, 2026. Investors should conduct their own due diligence and consult professional advisors before making any investment decisions. The company undertakes no obligation to update forward-looking statements or information except as required by law.

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