BBBYW — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-04

• Through our Kirkland's and Kirkland's Home brands acquisition, we believe this addition strengthens our presence in key categories that drive both traffic and margin, while providing a flexible store base that can be integrated into our broader platform.

• The acquisition of SFV Services adds installation, renovation, construction and project-execution capabilities that further differentiate Bed Bath & Beyond from traditional retailers.

• The Container Store acquisition (refer to Note 17—Subsequent Events) combines the best of organizing solutions, design services and expertise with the best of Bed Bath & Beyond's home essentials. The result is a more complete home destination that combines organization, essentials, decor and service…

• On April 2, 2026, we completed the previously announced acquisition of The Brand House Collective, Inc. (“TBHC” or “The Brand House Collective”) pursuant to the Agreement and Plan of Merger, dated as of November 24, 2025 (the “TBHC Merger Agreement”), by and among the Company, Knight Merger Sub II, …

• On June 30, 2026, we completed the previously announced acquisition of SFV Services. SFV Services provides renovation, construction, demolition, facilities and project management services across residential and commercial markets. Core offerings include residential renovations and remodeling, commer…

Text removed vs the prior filing · source: 10-Q · 2026-04-27

• On April 2, 2026, we completed the previously announced acquisition of The Brand House Collective, Inc. pursuant to the Agreement and Plan of Merger, dated as of November 24, 2025 (the “TBHC Merger Agreement”), by and among the Company, Knight Merger Sub II, Inc., a Delaware corporation and wholly o…

• On April 2, 2026 (the “Effective Date”), we entered into an Agreement and Plan of Merger (the “TCS Merger Agreement”) by and among the Company, Falcon Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“TCS Merger Sub”) and The Container Store Holdings,…

• Pursuant to the terms of the TCS Merger Agreement, the aggregate consideration to be delivered at closing is expected to be approximately $150 million (the “Purchase Price”), subject to certain adjustments and structural considerations as set forth in the TCS Merger Agreement. The consideration will…

• The completion of the TCS Merger is subject to customary closing conditions, including, among others, (i) the absence of legal restraints, (ii) receipt of required lender approvals or the completion of an alternative restructuring transaction, (iii) the receipt of specified financing, (iv) the deliv…

• In connection with the TCS Merger Agreement, we also entered into related agreements, including a transaction support agreement with certain equityholders and lenders of TCS, a put agreement with certain lenders, and commitments to provide up to $30.0 million of incremental financing to TCS prior to…

Text added vs the prior filing · source: 10-Q · 2026-08-04

• On April 2, 2026, the Company completed the acquisition of The Brand House Collective (“TBHC”). On June 30, 2026, the Company completed the acquisition of TwoPonds, Inc. (“SFV Services”). As permitted by the Securities and Exchange Commission’s guidance regarding recently acquired businesses, manage…

• In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Management does not expect, however, that our discl…

• Except for the acquisition of TBHC and SFV Services discussed above, there were no changes in our internal control over financial reporting that occurred during the quarter June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financia…

Text removed vs the prior filing · source: 10-Q · 2026-04-27

• In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Management does not expect, however, that our discl…

• There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text added vs the prior filing · source: 10-Q · 2026-08-04

• We and TCS have incurred and expect to incur non-recurring costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the TCS Merger. These costs and expenses include fees paid to financial, legal, accounting and other advisors, and ot…

• The combined company will also incur restructuring and integration costs in connection with the TCS Merger. The costs related to restructuring will be expensed as a cost of the ongoing results of operations of the combined company. There are processes, policies, procedures, operations, technologies …

• Lawsuits may in the future be filed against us or TCS, or against our directors or TCS’s principals, challenging the TCS Merger.

• Transactions such as the TCS Merger are frequently subject to litigation or other legal proceedings, including actions alleging that our board of directors or the TCS principals breached their respective fiduciary duties to their stockholders or equity holders by entering into the TCS Merger Agreeme…

• to successfully achieve these objectives, the anticipated benefits of the TCS Merger may not be realized fully, or at all, or may take longer to realize than expected.

Text removed vs the prior filing · source: 10-Q · 2026-04-27

• If our stockholders do not approve the proposal to increase the number of authorized shares of our common stock, our future capital‑raising and strategic flexibility could be materially limited.

• At the Company’s 2026 Annual Stockholder Meeting, stockholders are being asked to vote on a proposal to amend our certificate of incorporation to increase the number of authorized shares of our common stock (the “Share Increase Amendment”). Failure to obtain stockholder approval of the Share Increas…

• The TCS Merger may not be completed and the TCS Merger Agreement may be terminated in accordance with its terms.

• The Agreement and Plan of Merger (the “TCS Merger Agreement”) by and among The Container Store Holdings, LLC (“TCS”), the Company, and Falcon Merger Sub, LLC (“Merger Sub”) is subject to a number of conditions that must be satisfied or waived (to the extent permitted) prior to the completion of our …

• including (i) the absence of laws or orders restraining the consummation of the TCS Merger, (ii) either (A) receipt of the required TCS term loan lender approvals contemplated by the TCS Merger Agreement (the “TCS Lender Transaction Approval”) or (B) (x) the occurrence of a foreclosure and related r…

Text added vs the prior filing · source: 10-Q · 2026-08-04

• During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Text removed vs the prior filing · source: 10-Q · 2026-04-27

• On March 5, 2026, Joanna C. Burkey, a director of the Company, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell 9,943 shares of Bed Bath & Beyond, Inc. common stock on June 4, 2026, subject to the terms and conditions of such arrangement.

• During the three months ended March 31, 2026, other than Ms. Burkey, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.