EX-99.1 2 ef20081710_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Neighborhood Intelligence Terminates Proposed Acquisition of F9 Brands Company Reaffirms Disciplined Capital Allocation and Growth Strategy Across Its Home Services Pillar NASHVILLE, Tenn. (BUSINESS WIRE) Neighborhood Intelligence, Inc. (Nasdaq: NXH) (“Neighborhood” or the “Company”) today announced that the Company and F9 Brands, Inc. (“F9”) have terminated the previously announced acquisition agreement. We determined F9 was unable to satisfy all closing requirements within the contemplated timeframe. Neighborhood will not proceed with the acquisition or enter into a commercial or strategic collaboration with F9. The companies will continue to operate independently, and the terms and economics of the previously announced acquisition agreement are no longer in effect. As of August 31, 2026, after giving effect to the completed acquisitions of The Container Store, Kirkland’s, Installed Right and SFV Construction Services, Neighborhood had approximately 97 million shares of common stock issued and outstanding. No shares will be issued and no acquisition capital will be deployed in connection with F9. “Disciplined c…
Open exhibit ↗Current Report · Items 1.02, 7.01, 9.01 · 8-K
Neighborhood Intelligence, Inc.
NXHNASDAQEQUITYCurrent
Termination of a Material Definitive Agreement · Regulation FD Disclosure
Item 1.02. Termination of a Material Definitive Agreement. On September 7, 2026, Beyond Home Services, LLC (“Purchaser”), a Delaware limited liability company and wholly owned subsidiary of Neighborhood Intelligence, Inc., a Delaware corporation (the “Company”), and F9 Investments, LLC, a Florida limited liability company (“Seller”), mutually agreed to terminate the Agreement and Plan of Merger, d…
Company context
Neighborhood Intelligence (Nasdaq: NXH), previously Bed Bath & Beyond, Inc., is a data and technology company organized around three interconnected pillars: Omni-Channel Retail, Home Services and Home Ownership. Its portfolio includes Bed Bath & Beyond, Overstock, buybuy BABY, Kirkland’s, The Container Store, Elfa and Closet Works, along with its expanding Home Services and Home Ownership businesses.
Current securities
Recent company filings
- Other EventsOct 6, 2026
- 424B5 filingOct 6, 2026
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureOct 5, 2026
- FWP - filed by NEIGHBORHOOD INTELLIGENCE, INC. regarding NEIGHBORHOOD INTELLIGENCE, INC.Oct 5, 2026
- 424B5 filingOct 5, 2026
Disclosure sections
Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02. Termination of a Material Definitive Agreement.
On September 7, 2026, Beyond Home Services, LLC (“Purchaser”), a Delaware
limited liability company and wholly owned subsidiary of Neighborhood Intelligence, Inc., a Delaware corporation (the “Company”), and F9 Investments, LLC, a
Florida limited liability company (“Seller”), mutually agreed to terminate the Agreement and Plan of Merger, dated as of July 23, 2026 (the “Merger Agreement”), by and among the Company, Purchaser, F9 Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser, F9 Merger Sub
2, LLC, a Delaware limited liability company and wholly owned subsidiary of Purchaser, Seller, F9 Brands, Inc., a Delaware corporation, and, solely for the purposes of Sections 3.6, 3.7, 3.8 and 5.1 of the Merger Agreement, Tom Sullivan, the
indirect owner of Seller (“Sullivan”), following Seller’s determination that it would be unable to satisfy certain conditions to the closing of the
transactions contemplated by the Merger Agreement (the “Termination”).
Pursuant to the Merger Agreement, Purchaser’s obligations to close the transaction were contingent upon the satisfaction or waiver of certain closing conditions. As
of the time of the Termination such conditions were not satisfied and it was not foreseeable to either Purchaser or Seller that such conditions would become satisfied. Rather than continue to pursue the transaction, Purchaser and Seller mutually
agreed to terminate the Merger Agreement. The Merger Agreement provides that it may be terminated by the mutual written consent of Purchaser and Seller, and upon such termination, the Merger Agreement shall immediately become null and void and
each of the parties to the Merger Agreement shall be relieved of their duties and obligations arising under the Merger Agreement after the date of such termination.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger
Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 27, 2026, and is incorporated herein by reference as Exhibit 2.1 to this Current Report on Form 8-K.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD.
On September 8, 2026, the Company issued a press release announcing the Termination of the Merger Agreement. A copy of the press release is furnished herewith as
Exhibit 99.1 and incorporated herein by reference to this Item 7.01.
The information set forth in this Item 7.01 including the information set forth in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.