Neighborhood Intelligence (BBBY) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 24, 2026, to seek stockholder approval for key proposals following the acquisition of The Container Store Holdings, LLC (TCS Holdings).

• The company completed the TCS Merger on July 8, 2026, issuing shares and senior convertible notes as consideration, and changed its name and stock exchange listing in August 2026.

• The Board unanimously recommends voting in favor of both the Stock Issuance Proposal and the Adjournment Proposal.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for the issuance of common stock upon conversion of 5.00% Senior Convertible Notes due 2033, as required by NYSE and Nasdaq rules.

• Proposal 2 allows adjournment of the Special Meeting if more time is needed to solicit votes for Proposal 1.

• Both proposals require a majority of votes cast for approval; abstentions and broker non-votes have no effect.

• Failure to approve Proposal 1 increases interest on the Convertible Notes and may require cash settlement, impacting liquidity.

Board of directors and corporate governance

• No changes to the Board occurred as a result of the TCS Merger.

• The Board conducted extensive due diligence and negotiations, weighing strategic benefits and risks before unanimously approving the Merger Agreement.