BED BATH & BEYOND, INC. 8-K

What Happened

• On July 23, 2026 Bed Bath & Beyond, Inc. (BBBY) entered into an Agreement and Plan of Merger to acquire F9 Brands, Inc. through a two-step merger by wholly owned subsidiaries of the Company.
• At Closing the seller (F9 Investments, LLC) will receive: $7,000,000 in cash; Merger Shares of BBBY (a formula yields up to 18,100,000 shares subject to adjustment for certain employee share purchases); three Company real estate parcels (two Sweden manufacturing facilities and one in Poland); a $4,600,000 promissory note (90‑day repayable, guaranteed by BBBY); and contingent cash earnout consideration of up to $12,500,000 payable if the Target’s subsidiaries achieve at least $20,000,000 trailing‑12‑month EBITDA in any fiscal quarter from Sept. 30, 2026 through Dec. 31, 2031.

Key Details

• Agreement date: July 23, 2026. Earnout window: quarters ending Sept. 30, 2026 through Dec. 31, 2031.
• Cash purchase price: $7,000,000; Promissory note: $4,600,000 (90‑day repayment); Earnout: up to $12,500,000 if EBITDA targets met.
• Equity: up to ~18.1M BBBY shares to be issued (subject to adjustment); 50% of those Merger Shares have a 12‑month transfer restriction and seller agreed to a 24‑month standstill.
• Other: Company must file a resale shelf S‑3 within 90 days of Closing; Closing conditioned on customary items including delivery of recent financial statements and absence of a Material Adverse Effect.

Why It Matters

• This is a strategic acquisition that involves mixed consideration (cash, stock, real estate and contingent payments), which can dilute existing shareholders through issuance of millions of BBBY shares.
• The Company also takes on a short‑term $4.6M note (guaranteed by BBBY) and transfers certain European real estate assets; potential future cash outflows of up to $12.5M depend on F9 meeting EBITDA targets.
• Investors should watch for (1) the final number of shares issued (dilution impact), (2) timing and receipt of required financials and regulatory clearances for Closing, (3) any material changes disclosed about F9’s financials before closing, and (4) the shelf registration and lock‑up schedule that controls when the new shares can be sold.