Dubois Lisa Foley 4

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.