The Brand House Collective (KIRK) Proxy Filing summary

Executive summary

• TBHC shareholders are to vote on a merger with Bed Bath & Beyond, Inc. (BBBY), where each TBHC share will be exchanged for 0.1993 shares of BBBY common stock, plus cash for fractional shares.

• The merger is expected to close in Q1 2026, subject to shareholder approval, refinancing or repayment of TBHC's asset-based loan, and other customary conditions.

• The TBHC board unanimously recommends approval of the merger, citing liquidity needs, inability to raise capital independently, and the strategic benefits of combining with BBBY.

• The merger consideration is fixed, but the value to TBHC shareholders will fluctuate with BBBY's stock price until closing.

• If the merger is not completed, TBHC may face significant liquidity challenges and potential bankruptcy.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) adoption of the merger agreement, (2) advisory approval of merger-related executive compensation, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of all TBHC shares and a majority of votes cast by disinterested shareholders.

• BBBY, as a major shareholder, has committed to vote its shares in favor of the merger.

• No dissenters' rights are available to TBHC shareholders due to the stock's Nasdaq listing.

Board of directors and corporate governance

• The TBHC board conducted a strategic review, considered alternatives, and determined the merger was in the best interest of shareholders.

• The board's decision was unanimous, and the process included input from financial and legal advisors.

• Post-merger, the directors and officers of Merger Sub will become the directors and officers of the surviving corporation.