BED BATH & BEYOND, INC. 8K

Bed Bath & Beyond Inc. agreed to acquire F9 Brands, Inc. and its subsidiaries via a two‑step merger for cash, stock, real estate, a promissory note, and up to $12.5 million in EBITDA‑based earnout consideration, with F9 Brands becoming a wholly owned subsidiary in a transaction intended to qualify as a tax‑free reorganization.

On July 23, 2026, Bed Bath & Beyond Inc., through its subsidiary Beyond Home Services, LLC and two newly formed merger subsidiaries, entered into an Agreement and Plan of Merger with F9 Brands, Inc. and its sole owner F9 Investments, LLC to acquire F9 Brands and its operating subsidiary via a two-step merger in which Merger Sub 1 will merge into F9 Brands, followed immediately by F9 Brands merging into Merger Sub 2, leaving Merger Sub 2 (to be renamed F9 Brands, LLC) as the surviving entity and a wholly owned subsidiary of Beyond Home Services. At the first merger effective time, all outstanding shares of F9 Brands will be converted into the right for F9 Investments to receive aggregate merger consideration consisting of a cash purchase price (net of transaction expenses paid at closing), an equity component in Bed Bath & Beyond, specified transferred real estate, a promissory note, and up to $12.5 million of contingent earnout consideration payable in cash if the acquired operating subsidiaries achieve at least $20 million of EBITDA in any trailing twelve‑month period between the quarter ending September 30, 2026 and the quarter ending December 31, 2031. The transaction is structured and intended to qualify as a tax‑free reorganization under Section 368(a)(1)(A) of the Internal Revenue Code, includes post‑closing covenants such as a non‑compete and confidentiality obligations for Tom Sullivan (the indirect owner of the seller), and provides for customary closing conditions, third‑party consents, payoff of indebtedness (other than any assumed debt), post‑closing true‑up for transaction expenses, and allocation of the earnout into a bonus pool for designated employees, all as more fully described in the merger agreement filed as Exhibit 2.1 to the Form 8‑K.

Filing Facts

CIK

1130713

Ticker

-

Form

8K

Source Type

sec

Accession

0001140361-26-029774

Alert Tier

8