Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
As previously disclosed, on July 8, 2026, Bed Bath & Beyond, Inc. (the “Company”) completed its acquisition of The Container Store Holdings, LLC (“TCS Holdings”), pursuant to that certain Agreement and Plan of
Merger, dated as of April 2, 2026, by and among the Company, TCS Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“TCS
Merger Sub”), and TCS Holdings, pursuant to which TCS Merger Sub merged with and into TCS Holdings, with TCS Holdings surviving as a wholly owned subsidiary of the Company (the “TCS Merger”). See the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2026, as amended by the Company’s Current Report on Form 8-K/A filed with the SEC on July 27, 2026, for additional information regarding the TCS
Merger.
As also previously disclosed, on July 23, 2026, the Company entered into an Agreement and Plan of Merger (the “F9 Merger Agreement”) with Beyond Home Services, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“BHS”), F9 Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of BHS (“F9 Merger Sub 1”), F9 Merger Sub 2, LLC,
a Delaware limited liability company and wholly owned subsidiary of BHS (“F9 Merger Sub 2”), F9 Investments, LLC, a Florida limited liability company (“F9 Seller”), F9 Brands, Inc., a Delaware corporation (the “F9 Target”),
and, solely for the purposes of Sections 3.6, 3.7, 3.8 and 5.1 of the F9 Merger Agreement, Tom Sullivan, the indirect owner of F9 Seller, pursuant to which, subject to the terms and conditions set forth therein, F9 Merger Sub 1 will merge with and into
the F9 Target (the “First F9 Merger”), immediately followed by the merger of the F9 Target with and into F9 Merger Sub 2 (the “Second F9 Merger” and, together with the First F9 Merger, the “F9 Mergers”), with F9 Merger Sub 2
surviving as a wholly owned subsidiary of BHS. Following the F9 Mergers, F9 Target’s operating subsidiaries, LumLiq2, LLC, Cabinets To Go, LLC and Southwind Building Products, LLC, will be indirect wholly owned subsidiaries of the Company. Closing of
the F9 Mergers is subject to the satisfaction or waiver of customary conditions, and no assurance can be given that the F9 Mergers will be completed in a timely manner or at all. See the Company’s Current Report on Form 8-K filed with the SEC on July
27, 2026 for additional information regarding the proposed F9 Mergers.
The Company is filing this Current Report on Form 8-K for the purpose of incorporating by reference the following financial statements and financial
information into certain registration statements (and the related prospectuses included therein) to be filed with the SEC by the Company under the Securities Act of 1933, as amended, following the filing of this Current Report on Form 8-K:
the unaudited consolidated financial statements of The Container Store Group, Inc., a direct wholly owned subsidiary of TCS Holdings, and its subsidiaries for the 13 weeks ended June 27, 2026 and June 28, 2025, and the related notes
thereto, are filed herewith as Exhibit 99.1 and incorporated herein by reference;
the audited financial statements of LumLiq2, LLC as of and for the year ended December 31, 2025, and the related notes thereto, are filed herewith as Exhibit 99.2 and incorporated
herein by reference;
the unaudited financial statements of LumLiq2, LLC as of and for the six months ended June 30, 2026, and the related notes thereto, are filed herewith as Exhibit 99.3 and
incorporated herein by reference;
the audited financial statements of Cabinets To Go, LLC as of and for the year ended December 31, 2025, and the related notes thereto, are filed herewith as Exhibit 99.4 and
incorporated herein by reference;
the unaudited financial statements of Cabinets To Go, LLC as of and for the six months ended June 30, 2026, and the related notes thereto, are filed herewith as Exhibit 99.5 and
incorporated herein by reference;
the audited financial statements of Southwind Building Products, LLC as of and for the year ended December 31, 2025, and the related notes thereto, are filed herewith as Exhibit
99.6 and incorporated herein by reference;
the unaudited financial statements of Southwind Building Products, LLC as of and for the six months ended June 30, 2026, and the related notes thereto, are filed herewith as
Exhibit 99.7 and incorporated herein by reference; and
the unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2026, the unaudited pro forma condensed combined statements of operations of the Company for
the six months ended June 30, 2026, and for the year ended December 31, 2025, and the related notes thereto, in each case giving effect to the TCS Merger and the previously reported acquisition of The Brand House Collective, Inc. (“TBHC”) by the Company on April 2, 2026 (the “TBHC Merger”), are
filed herewith as Exhibit 99.8 and incorporated herein by reference.
The pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only and is not intended to,
and does not purport to, present or be indicative of what the Company’s actual results of operations or financial position would have been if the TCS Merger or the TBHC Merger had occurred on the relevant date, and is not intended to project the future
results of operations or financial position that the Company may achieve following such acquisitions.