Dubois Lisa Foley 4
4 · BRAND HOUSE COLLECTIVE, INC. · Filed Apr 3, 2026
Research Summary
AI-generated summary of this filing
Brand House Collective CMO Lisa Dubois Sells Shares
What Happened
- Lisa Dubois, Chief Marketing Officer of Brand House Collective (TBHC), reported the vesting and settlement of 100,000 restricted stock units on April 2, 2026. Per the filing, 28,951 shares were withheld to satisfy tax withholding (reported as an F-code payment) at $0.94 per share, totaling $27,211. The remaining 71,049 shares were reported in connection with the company’s merger (D-code disposition/conversion); this was not an open-market sale.
Key Details
- Transaction date: April 2, 2026; Form 4 filed April 3, 2026 (timely).
- Tax withholding: 28,951 shares withheld @ $0.94 = $27,211 (code F).
- Other reported disposition: 71,049 shares reported as disposed to the issuer in connection with the merger (code D); no open-market proceeds reported.
- Shares owned after transaction: the filing notes the reporting person "retained the remaining shares" after tax withholding (71,049 Company shares), which were converted per the merger terms.
- Merger notes: Brand House became a wholly owned subsidiary of Bed Bath & Beyond; each Company RSU converted into the right to receive Parent (Bed Bath & Beyond) common stock at an exchange ratio of 0.1993, plus cash for any fractional shares.
- Transaction codes explained: F = tax withholding (shares withheld to pay taxes); D = disposition to issuer (here related to the merger/conversion, not a market sale).
Context
- This filing reflects RSU vesting and merger-related conversion/settlement, not a routine open-market sale or a purchase. The tax-withholding portion is a common, administrative disposition when awards vest. After conversion under the 0.1993 exchange ratio, the retained Company shares would correspond to approximately 14,160 shares of the Parent (Bed Bath & Beyond) common stock (71,049 × 0.1993), subject to rounding and any fractional-share cash payments.
Insider Transaction Report
Form 4Exit
Dubois Lisa Foley
Chief Marketing Officer
Transactions
- Tax Payment
Common Stock
[F1]2026-04-02$0.94/sh−28,951$27,211→ 71,049 total - Disposition to Issuer
Common Stock
[F2][F3][F4]2026-04-02−71,049→ 0 total
Footnotes (4)
- [F1]Represents shares withheld to satisfy the reporting person's tax withholding obligation with respect to the 100,000 restricted stock units that vested on April 2, 2026. The reporting person retained the remaining shares.
- [F2]On April 2, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated November 24, 2025, by and among Bed Bath & Beyond, Inc., a Delaware corporation ("Parent"), Knight Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, the Issuer became a wholly owned subsidiary of Parent (the "Merger").
- [F3]At the effective time of the Merger (the "Effective Time"), each Company restricted share unit ("Company RSU") outstanding immediately prior to the Effective Time vested and was converted into the right to receive, without interest and subject to applicable withholding taxes, a number of validly issued, fully paid and nonassessable shares of Parent's common stock, par value $0.0001 per share ("Parent Common Stock") equal to (i) the number of shares of common stock, no par value per share, of the Company ("Company Common Stock") subject to such Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (as defined below), plus any Fractional Share Cash Consideration (as defined in the Merger Agreement) in accordance with the Merger Agreement.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.1993 shares (the "Exchange Ratio") of Parent Common Stock, plus cash in lieu of any fractional shares of Parent Common Stock that otherwise would have been issued.
Signature
/s/ Michael W. Sheridan, Attorney-in-Fact for Lisa Foley Dubois|2026-04-02