BED BATH & BEYOND, INC. 8-K

What Happened

• Bed Bath & Beyond, Inc. (BBBY) filed an 8-K on June 17, 2026 disclosing that on June 16, 2026 it entered into a Merger Agreement to merge its wholly owned Merger Sub into Fathom Holdings Inc. (FTHM), with FTHM surviving as a BBBY subsidiary. The deal is structured as a stock-for-stock combination with an initial exchange ratio of 0.2236 shares of BBBY common stock for each outstanding share of FTHM common stock (cash paid for fractional shares), subject to adjustment.

Key Details

• Merger agreement date: June 16, 2026; 8‑K filed June 17, 2026.
• Exchange Ratio: 0.2236 BBBY shares per FTHM share (adjustable; fractional shares paid in cash).
• Equity treatment: FTHM options will terminate without payment; restricted stock awards, RSUs and most PSUs will be assumed and converted into BBBY awards (rounded down to whole shares); certain non-employee director RSUs vest and convert at closing.
• Closing conditions include FTHM stockholder approval, an effective Form S-4 (proxy/prospectus) and NYSE approval to list the BBBY shares issuable in the merger; other customary conditions and material adverse effect provisions apply.
• Termination provisions: Outside Date of December 16, 2026 (subject to extension); FTHM may owe a $2,000,000 termination fee in certain circumstances (including if FTHM’s board changes recommendation); if FTHM stockholder approval isn’t obtained, FTHM will reimburse BBBY up to $1,000,000 in documented out-of-pocket expenses.
• Voting/support: BBBY and FTHM entered voting/support agreements with certain FTHM stockholders who agreed to vote their shares in favor of the merger and to certain transfer restrictions.

Why It Matters

• This is a material strategic transaction for BBBY that will add FTHM as a subsidiary and will be paid primarily in BBBY stock, diluting existing BBBY shareholders depending on FTHM’s outstanding share count and final exchange-ratio adjustments. Important near-term milestones for completion are shareholder approval at FTHM, an effective Form S-4 (which will include the proxy/prospectus), and NYSE listing approval for the shares to be issued. Investors should review the forthcoming S-4/proxy for full details on economics, dilution, conditions, and risks; the 8-K notes customary forward-looking risks and that representations/warranties were made for allocation of risk in the agreement.