You are cordially invited to attend a special meeting (including any adjournment or postponement thereof, the “Special Meeting”) of the shareholders of The Brand House Collective, Inc., a Tennessee corporation (“TBHC”, “we,” “us” or “our”), to be held on Tuesday, March 17, 2026, at 9:00 a.m., Central Time at TBHC’s headquarters, 5310 Maryland Way, Brentwood, Tennessee 37027. Prior to the Special Meeting, you will be able to vote by Internet, by telephone or by mail. Holders of record of TBHC’s common stock, no par value per share (“TBHC Common Stock”) at the close of business on January 20, 2026 (the “Record Date”), will be entitled to vote at the Special Meeting or any adjournment thereof. We encourage you to allow ample time for check-in. The doors will open at 8:30 a.m., Central Time.

On November 24, 2025, TBHC entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Bed Bath & Beyond, Inc. (“BBBY”) and Knight Merger Sub II, Inc., a wholly owned subsidiary of BBBY (“Merger Sub”), that provides for the acquisition of TBHC by BBBY. The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into TBHC, with TBHC surviving as a wholly owned subsidiary of BBBY (the “Merger”).

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of TBHC Common Stock issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive 0.1993 shares (the “Exchange Ratio”) of BBBY’s common stock, par value $0.0001 per share (“BBBY Common Stock”), plus cash in lieu of any fractional shares of BBBY Common Stock that otherwise would have been issued (such consideration, the “Merger Consideration”).

Given that the Exchange Ratio is fixed, the market value of the Merger Consideration to TBHC’s shareholders may fluctuate with the market price of BBBY Common Stock and will not be known at the time that TBHC’s shareholders vote on the Merger. Based on the BBBY Common Stock price of $5.56 per share, which was the closing sale price per share of the BBBY Common Stock on the New York Stock Exchange (“NYSE”) on November 21, 2025, the last full trading day prior to public announcement of the Merger, the implied value of the Merger Consideration to TBHC’s shareholders was approximately $1.11 per share of TBHC Common Stock. On January 29, 2026, the last trading day before the date of the filing of this proxy statement/prospectus, the closing price of BBBY Common Stock on NYSE was $6.29 per share, resulting in an implied value of the Merger Consideration to TBHC shareholders of $1.25 per share of TBHC Common Stock. We encourage you to obtain current quotes for both the BBBY Common Stock and TBHC Common Stock before voting at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote on (a) a proposal to adopt the Merger Agreement (the “Merger Proposal”), (b) a proposal to approve on an advisory (non-binding) basis the compensation that may be paid or become payable to TBHC’s named executive officers that is based on or otherwise relates to the Merger (the “Merger-Related Compensation Proposal”) and (c) a proposal to adjourn the Special Meeting to another time and place to solicit additional proxies, if necessary or appropriate, if there are insufficient votes to approve the Merger Proposal (the “Adjournment Proposal”). TBHC’s board of directors (the “TBHC Board”) unanimously recommends that you vote “FOR” each of the three proposals to be considered at the Special Meeting.

We cannot complete the Merger unless the Merger Proposal is approved by TBHC’s shareholders. Assuming a quorum is present at the Special Meeting, approval of the Merger Proposal requires the affirmative vote of (i) the holders of at least a majority of the voting power of the outstanding shares of TBHC Common Stock entitled to vote at the Special Meeting on the Merger Proposal and (ii) a majority of the votes cast by shareholders of TBHC other than BBBY, any affiliate of BBBY, or any director, officer or employee of BBBY or its subsidiaries; provided that, TBHC shall not be deemed to be an affiliate of BBBY for these purposes. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting, please vote by proxy over the Internet or telephone using the instructions included with the proxy card accompanying this proxy statement/prospectus, or otherwise follow the voting instructions provided in this proxy statement/prospectus.

This proxy statement/prospectus provides you with important information about the Special Meeting, the Merger and each of the proposals. We encourage you to read the entire document carefully, in particular the information under “Risk Factors” for a discussion of risks relevant to the Merger.

We look forward to the successful completion of the Merger.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, the adoption of the Merger Agreement, the BBBY Common Stock to be issued in connection with the Merger or any of the other transactions described in this proxy statement/prospectus, or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated as of January 30, 2026 and is first being mailed to TBHC’s shareholders on or about January 30, 2026.

You are invited to attend a Special Meeting of Shareholders (including any adjournment or postponement thereof, the “Special Meeting”) of The Brand House Collective, Inc. (“TBHC,” “we,” “us,” or “our”). We will hold the Special Meeting at the time and place noted above. At the Special Meeting, we will ask you to:

TBHC will transact no other business at the Special Meeting except such business as may properly be brought before the Special Meeting. The accompanying proxy statement/prospectus, including the Merger Agreement attached as Annex A hereto, contains further information relating to these matters.

Only holders of record of common stock, no par value per share, of TBHC (“TBHC Common Stock”) at the close of business on January 20, 2026 are entitled to notice of and to vote at the Special Meeting and any adjournment thereof.

The TBHC Board has unanimously determined that the Merger of Merger Sub with and into TBHC (the “Merger”) is fair to and in the best interests of TBHC and its shareholders, and approved and declared advisable the execution and delivery of the Merger Agreement, the performance by TBHC of its covenants and agreements contained in the Merger Agreement and the transactions contemplated thereby, including the Merger. Accordingly, the TBHC Board unanimously recommends that TBHC shareholders vote:

Your vote is very important, regardless of the number of shares of TBHC Common Stock you own. The parties cannot complete the Merger without approval of the Merger Proposal. Assuming a quorum is present at the Special Meeting, approval of the Merger Proposal requires the affirmative vote of (i) the holders of a majority of the

voting power of the outstanding shares of TBHC Common Stock entitled to vote at the Special Meeting on the Merger Proposal and (ii) a majority of the votes cast by shareholders of TBHC other than BBBY, any affiliate of BBBY, or any director, officer or employee of BBBY or its subsidiaries; provided that, TBHC shall not be deemed to be an affiliate of BBBY for these purposes (“Disinterested Shareholders”).

Whether or not you plan to attend the Special Meeting, please vote by proxy over the Internet or telephone using the instructions included with the accompanying proxy card, or otherwise follow the voting instruction provided in this proxy statement/prospectus. If you hold your shares of TBHC Common Stock through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares.

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Okapi Partners LLC (“Okapi”), TBHC’s proxy solicitor, at:

This proxy statement/prospectus incorporates important business and financial information about BBBY from other documents that BBBY has filed with the U.S. Securities and Exchange Commission (the “SEC”) and that are not contained in and are instead incorporated by reference in this proxy statement/prospectus. For a list of documents incorporated by reference in this proxy statement/prospectus, see “Where You Can Find More Information.” This information is available for you, without charge, to review through the SEC’s website at www.sec.gov.

You may request a copy of this proxy statement/prospectus, any of the documents incorporated by reference in this proxy statement/prospectus or other information filed with the SEC by BBBY or TBHC, without charge, by written request directed to the appropriate company at the following contacts:

In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held on March 17, 2026, you must request the information no later than March 10, 2026.

If you have any questions about the Special Meeting, or need to obtain proxy cards or other information, please contact TBHC’s proxy solicitor at the following contact:

The contents of the websites of the SEC, BBBY, TBHC or any other entity are not incorporated in this proxy statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference in this proxy statement/prospectus at these websites is being provided only for your convenience.

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by BBBY (Registration No. 333-292622), constitutes a prospectus of BBBY under Section 5 of the Securities Act with respect to the shares of BBBY Common Stock to be issued to TBHC shareholders pursuant to the Agreement and Plan of Merger, dated November 24, 2025, by and among BBBY, Merger Sub and TBHC (as it may be amended from time to time, the “Merger Agreement”). This document also constitutes a proxy statement of TBHC under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This proxy statement/prospectus also constitutes a notice of meeting to TBHC’s shareholders with respect to TBHC’s special meeting.

BBBY has supplied all information contained or incorporated by reference in this proxy statement/prospectus relating to BBBY and Merger Sub, and TBHC has supplied all such information relating to TBHC. BBBY and TBHC have both contributed to such information relating to the Merger.

BBBY and TBHC have not authorized anyone to provide you with information that is different from that contained or incorporated by reference in this proxy statement/prospectus. This proxy statement/prospectus is dated January 30, 2026 and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

Further, you should not assume that the information incorporated by reference in this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to TBHC’s shareholders nor the issuance by BBBY of shares of BBBY Common Stock pursuant to the Merger Agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The following are brief answers to certain questions that you, as a TBHC shareholder, may have regarding the Merger and the other matters being considered at the Special Meeting. You are urged to carefully read this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. See “Summary” for a summary of important information regarding the Merger Agreement, the Merger and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference in this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus, without charge, by following the instructions under “Where You Can Find More Information.”

This proxy statement/prospectus serves as a proxy statement for the Special Meeting. You are receiving this proxy statement/prospectus because TBHC has agreed to be acquired by BBBY through a Merger of Merger Sub with and into TBHC, with TBHC continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of BBBY. The Merger Agreement, which governs the terms and conditions of the Merger, is attached as Annex A hereto. Your vote is required in connection with the Merger. The TBHC Board is sending these materials to TBHC shareholders in connection with the solicitation of proxies to be voted at the Special Meeting.

In order to complete the Merger, among other things, TBHC shareholders must approve the Merger Proposal. TBHC is holding the Special Meeting to obtain approval of the Merger Proposal. Additionally, TBHC’s named executive officers will receive certain benefits in connection with the Merger. As such, TBHC is asking that TBHC shareholders approve the Merger-Related Compensation Proposal. Finally, with respect to the Adjournment Proposal, the Special Meeting may be adjourned to another time and place if necessary or appropriate in order to permit the solicitation of additional proxies if there are insufficient votes to approve the Merger Proposal. Accordingly, TBHC is asking TBHC shareholders to authorize the holder of any proxy solicited by the TBHC Board to vote in favor of the Merger Proposal, Merger-Related Compensation Proposal and the Adjournment Proposal.

The Special Meeting will be held at TBHC’s headquarters, 5310 Maryland Way, Brentwood, Tennessee 37027, on March 17, 2026 at 9:00 a.m., Central Time. The doors will open at 8:30 a.m., Central Time. Members of the TBHC Board and management team will be available to answer questions. Even if you plan to attend the Special Meeting, TBHC recommends that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Special Meeting.

If you hold your shares of TBHC Common Stock through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares.

Your vote “FOR” each proposal presented at the Special Meeting is very important, regardless of the number of shares that you own, and you are encouraged to submit a proxy as soon as possible. The Merger cannot be completed unless the Merger Proposal is approved by TBHC shareholders.

If the Merger is completed, each share of TBHC Common Stock outstanding as of immediately prior to the Effective Time will be converted into the right to receive 0.1993 shares of BBBY Common Stock (the “Exchange Ratio”). Each TBHC shareholder will receive cash (without interest and subject to any required tax withholding) in lieu of any fractional shares of BBBY Common Stock that such TBHC shareholder would otherwise receive in the Merger. Any cash amounts to be received by a TBHC shareholder in lieu of fractional shares of BBBY Common Stock will be rounded to the nearest whole cent.

Because BBBY will issue a fixed number of shares of BBBY Common Stock in exchange for each share of TBHC Common Stock, the value of the Merger consideration that TBHC shareholders will receive in the Merger will depend

on the market price of shares of BBBY Common Stock at the time the Merger is completed. The market price of shares of BBBY Common Stock that TBHC shareholders receive at the time the Merger is completed could be greater than, less than or the same as the market price of shares of BBBY Common Stock on the date of this proxy statement/prospectus or at the time of the Special Meeting. Accordingly, you should obtain current market quotations for BBBY Common Stock and TBHC Common Stock before deciding how to vote on the Merger Proposal. BBBY Common Stock is traded on the New York Stock Exchange (“NYSE”) and TBHC Common Stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbols “BBBY” and “TBHC,” respectively. Shares of common stock of the combined company will trade on NYSE under the symbol “BBBY” after completion of the Merger.

For more information regarding the Merger consideration to be received by TBHC shareholders if the Merger is completed, see “The Merger Agreement—Merger Consideration.”

The TBHC Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal. For more information regarding the recommendation of the TBHC Board, please see “The Merger—Recommendation of the TBHC Board; TBHC’s Reasons for the Merger.”

In considering the recommendations of the TBHC Board, TBHC shareholders should be aware that TBHC directors and executive officers have interests in the Merger that are different from, or in addition to, their interests as TBHC shareholders generally. These interests include, among others, the acceleration of outstanding TBHC equity awards upon the consummation of the Merger and the combined company’s agreement to indemnify TBHC directors and executive officers against certain claims and liabilities. For a more complete description of these interests, see “Interests of TBHC’s Directors and Executive Officers in the Merger.”

All holders of record of shares of TBHC Common Stock who held shares at the close of business on January 20, 2026 (the “Record Date”) are entitled to receive notice of, and to vote at, the Special Meeting. Each such holder of TBHC Common Stock is entitled to cast one vote for each share of TBHC Common Stock that such holder owned of record as of the Record Date on each matter properly brought before the Special Meeting. Attendance at the Special Meeting is not required to vote. See below and “The Special Meeting—Methods of Voting” for instructions on how to vote without attending the Special Meeting.

A proxy is a shareholder’s legal designation of another person to vote shares owned by such shareholder on their behalf. The document used to designate a proxy to vote your shares of TBHC Common Stock is referred to as a “proxy card.”

Each TBHC shareholder is entitled to one vote for each share of TBHC Common Stock held of record as of the close of business on the Record Date for each proposal. As of the close of business on the Record Date, there were a total of 22,461,383 shares of TBHC Common Stock outstanding.

A quorum is the minimum number of shares required to be represented, either through attendance or through representation by proxy, to hold a valid meeting. Except as may be otherwise provided by law, a majority of the outstanding shares of TBHC entitled to vote, represented in person or by proxy, shall constitute a quorum at the Special Meeting.

The shares of BBBY Common Stock to be issued to TBHC shareholders in the Merger will be listed for trading on NYSE under the symbol “BBBY.”

If the Merger Proposal is not approved by TBHC shareholders or if the Merger is not completed for any other reason, TBHC shareholders will not receive the Merger Consideration or any other consideration in connection with the Merger, and their shares of TBHC Common Stock will remain outstanding. If the Merger is not completed, TBHC will remain an independent public company, and the TBHC Common Stock will continue to be listed and traded on Nasdaq under the symbol “TBHC.”

If the Merger Agreement is terminated under specified circumstances, including if the TBHC Board changes its recommendation, TBHC may be required to pay BBBY a termination fee of approximately $1.0 million (the “termination fee”). In addition, if BBBY or TBHC terminate the Merger Agreement due to a failure to obtain shareholder approval in connection with the Merger, TBHC would be required to pay BBBY an expense reimbursement fee of $0.3 million. See “The Merger Agreement—Termination Fee.”

Shares held directly in your name as a TBHC shareholder of record may be voted in person at the Special Meeting at TBHC’s headquarters, 5310 Maryland Way, Brentwood, Tennessee 37027, on March 17, 2026, at 9:00 a.m., Central Time. The doors will open at 8:30 a.m., Central Time. Members of the TBHC Board and management team will be available to answer questions.

If you hold your shares of TBHC Common Stock through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. See “The Special Meeting—Attending the Special Meeting.” Even if you plan to attend the Special Meeting, TBHC recommends that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to, or become unable to, attend the Special Meeting. For additional information on attending the Special Meeting, see “The Special Meeting.”

Whether you hold your shares directly as a shareholder of record of TBHC or beneficially in “street name,” you may direct your vote by proxy without attending the Special Meeting. If you are a shareholder of record, you can vote by proxy over the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. If you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee. For additional information on voting procedures, see “The Special Meeting.”

Under NYSE rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. A “broker non-vote” occurs on an item when (a) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of shareholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares, and (b) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because all of the proposals currently expected to be voted on at the Special Meeting are non-routine matters under NYSE rules for which brokers do not have discretionary authority to vote, TBHC does not expect there to be any broker non-votes at the Special Meeting.

Assuming a quorum is present at the Special Meeting, approval of the Merger Proposal requires the affirmative vote of (i) the holders of a majority of the voting power of the outstanding shares of TBHC Common Stock entitled to vote at the Special Meeting on the Merger Proposal and (ii) a majority of the votes cast by the Disinterested Shareholders. Accordingly, an abstention on the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal generally, but will not have any effect on the outcome of the Disinterested Shareholder vote. In addition, any shares not present or represented by proxy (including due to the failure of a TBHC shareholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have the same effect as a vote “AGAINST” the Merger Proposal generally, but will not have any effect on the outcome of the Disinterested Shareholder vote. TBHC does not expect there to be any broker non-votes at the Special Meeting.

Assuming a quorum is present at the Special Meeting, the affirmative vote of a majority of the votes cast on this proposal must be voted “FOR” the approval of the Merger-Related Compensation Proposal. An abstention on the Merger-Related Compensation Proposal will be counted for purposes of determining the presence of a quorum, but will

not have any effect on the outcome of the vote. In addition, any shares not present or represented by proxy (including due to the failure of a TBHC shareholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Merger-Related Compensation Proposal. TBHC does not expect there to be any broker non-votes at the Special Meeting.

Whether or not a quorum is present at the Special Meeting, the affirmative vote of a majority of the votes cast on this proposal must be voted “FOR” the approval of the Adjournment Proposal. Accordingly, any shares not present or represented by proxy (including due to the failure of a TBHC shareholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Adjournment Proposal. An abstention on the Adjournment Proposal will be counted for purposes of determining the presence of a quorum, but will not have any effect on the outcome of the vote. TBHC does not expect there to be any broker non-votes at the Special Meeting.

Yes. Pursuant to the Merger Agreement, BBBY has agreed to (i) appear at the Special Meeting or otherwise cause the Common Stock held by BBBY to be counted as present for the purpose of establishing a quorum and (ii) vote (a) all shares of TBHC Common Stock owned by BBBY as of the Record Date for the Special Meeting in favor of the Merger and (b) for the approval of the Merger Agreement and the other transactions contemplated thereby.

If your shares of TBHC Common Stock are registered directly in your name with TBHC’s transfer agent, you are considered the shareholder of record with respect to those shares. As the shareholder of record, you have the right to vote directly at the Special Meeting. You may also grant a proxy directly to TBHC or to a third party to vote your shares at the Special Meeting.

If your shares of TBHC Common Stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.” Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares. You should follow the instructions provided by them to vote your shares.

No. Your bank, broker or other nominee will only be permitted to vote your shares of TBHC Common Stock if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Under NYSE rules, banks, brokers and other nominees who hold shares of TBHC Common Stock in “street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which include all the proposals currently scheduled to be considered and voted on at the Special Meeting. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.

If you hold shares of TBHC Common Stock in “street name” and also directly in your name as a shareholder of record or otherwise, or if you hold shares of TBHC Common Stock in more than one brokerage account, you may receive more than one set of voting materials relating to the Special Meeting.

Record Holders. For shares held directly, in order to ensure that all of your shares of TBHC Common Stock are voted, please vote by proxy over the Internet or telephone using the instructions included with the accompanying proxy card, or otherwise follow the voting instruction provided in this proxy statement/prospectus.

Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to submit a proxy or vote your shares.

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of TBHC Common Stock in the way that you indicate. For each item before the Special Meeting, you may specify whether your shares of TBHC Common Stock should be voted for or against, or abstain from voting.

If you sign, date and return your proxy card but do not indicate how you want your shares of TBHC Common Stock to be voted, then your shares of TBHC Common Stock will be voted in accordance with the recommendation of the TBHC Board: “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal.

Any TBHC shareholder giving a proxy has the right to revoke their proxy and change their vote before the proxy is voted at the Special Meeting by doing any of the following:

Your attendance at the Special Meeting will not revoke your proxy unless you either (i) give written notice of revocation to TBHC’s Corporate Secretary before your proxy is exercised or (ii) attend and vote your shares at the Special Meeting. Execution or revocation of a proxy will not in any way affect your right to attend and vote at the Special Meeting. Written notices of revocation and other communications relating to the revocation of proxies should be addressed to:

See “The Special Meeting—Revocability of Proxies.”

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee in order to revoke or change your voting instructions.

TBHC shareholders are not entitled to appraisal or dissenters’ rights under the Tennessee Business Corporation Act (“TBCA”) in connection with the Merger. If TBHC shareholders are not in favor of the Merger, they may vote against the Merger Proposal or choose to abstain from voting on the Merger Proposal. See “Dissenters’ Rights.” Information about how TBHC shareholders may vote on the proposals being considered in connection with the Merger can be found under “The Special Meeting.”

Yes. You should read and carefully consider the risk factors set forth under “Risk Factors.” You also should read and carefully consider the risk factors relating to BBBY that are contained in the documents that are incorporated by reference in this proxy statement/prospectus.

The Record Date is earlier than the date of the Special Meeting. If you sell or otherwise transfer your shares of TBHC Common Stock after the Record Date, but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting.

TBHC has engaged Okapi to assist in the solicitation of proxies for the Special Meeting. TBHC estimates that it will pay Okapi a fee of approximately $50,000, plus reimbursement for certain reasonable, documented out-of-pocket expenses. TBHC also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of TBHC Common Stock. TBHC directors, officers and employees also may solicit proxies by telephone, by electronic means or in person; they will not be paid any additional amounts for soliciting proxies.

Subject to the satisfaction or waiver of the closing conditions described under “The Merger Agreement— Conditions to the Completion of the Merger,” including approval of the Merger Proposal, the Merger is currently expected to be completed during the first quarter of 2026. However, neither BBBY nor TBHC can predict the actual date on which the Merger will be completed, or if the Merger will be completed at all, because completion of the Merger is subject to conditions and factors beyond the control of both parties, including the receipt of approval of the Merger Proposal by TBHC’s shareholders. BBBY and TBHC hope to complete the Merger as soon as reasonably practicable.

Based on the anticipated treatment of equity-based awards and the number of shares of BBBY and TBHC Common Stock outstanding on December 9, 2025, upon completion of the Merger, former TBHC shareholders are expected to own approximately 4.2% of the outstanding shares of BBBY Common Stock and BBBY stockholders immediately prior to the Merger are expected to own approximately 95.8% of the outstanding shares of BBBY Common Stock. The relative ownership interests of BBBY stockholders and former TBHC shareholders in the combined company immediately following the Merger will depend on the number of shares of BBBY and TBHC Common Stock issued and outstanding immediately prior to the Merger.

If you hold your shares of TBHC Common Stock in book-entry form, whether through The Depository Trust Company (“DTC”) or otherwise, you will not be required to take any specific actions to exchange your shares of TBHC Common Stock for shares of BBBY Common Stock. Such shares will, following the Effective Time described in the Merger Agreement, be automatically exchanged for shares of BBBY Common Stock (in book-entry form) and cash in lieu of any fractional shares of TBHC Common Stock to which you are entitled. If you instead hold your shares of TBHC Common Stock in certificated form, then, after receiving the proper documentation from you following the Effective Time, the exchange agent will deliver to you the shares of TBHC Common Stock (in book-entry form) and cash in lieu of any fractional shares of TBHC Common Stock to which you are entitled. See “The Merger Agreement—Exchange of Shares.”

You should read this proxy statement/prospectus carefully and in its entirety, including the annexes. Then, you may vote by proxy over the Internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, so that your shares will be voted in accordance with your instructions.

You can find more information about BBBY and TBHC by reading this proxy statement/prospectus and from various sources described under “Where You Can Find More Information.”

TBHC and BBBY intend that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes (the “Intended Tax Treatment”). Assuming the Merger so qualifies, a holder of TBHC Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of TBHC Common Stock for BBBY Common Stock in the Merger, except possibly with respect to cash received by such U.S. holder in lieu of a fractional share of BBBY Common Stock.

However, it is not a condition to TBHC’s obligation or BBBY’s obligation to consummate the transactions contemplated by the Merger Agreement that the Merger qualify for the Intended Tax Treatment or that TBHC or BBBY receive an opinion from counsel to that effect. There are many requirements that must be satisfied for the Merger to qualify as a reorganization, some of which are based upon factual determinations, and the reorganization treatment could be adversely affected by events or actions that occur or are taken after the Merger. Furthermore, neither TBHC nor BBBY intends to request a ruling from the Internal Revenue Service (“IRS”) regarding the U.S. federal income tax consequences of the Merger. Accordingly, no assurance can be given that the Merger will qualify for the Intended Tax Treatment or that the IRS will not challenge the conclusion that the Merger will qualify for the Intended Tax Treatment or that a court would not sustain such a challenge. If, contrary to expectations, the Merger does not qualify for the Intended Tax Treatment, holders of TBHC stock could be subject to U.S. federal income tax upon the receipt of BBBY Common Stock.

See “Material U.S. Federal Income Tax Consequences of the Merger” for a more complete description of material U.S. federal income tax consequences of the Merger. The discussion of the material U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws. Tax matters are very complicated and the tax consequences of the Merger to each U.S. holder of TBHC Common Stock may depend on such shareholder’s particular facts and circumstances. Please consult your tax advisors as to the specific tax consequences of the Merger to you.

If you have questions about the Special Meeting or the Merger, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact TBHC’s proxy solicitor:

This proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are based upon current expectations and include all statements that are not historical statements of fact and those regarding the intent, belief or expectations of BBBY’s management and/or TBHC management, including, without limitation, statements that are accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “see,” “seek,” “target,” “will,” “would” or other similar words, phrases or expressions and variations or negatives of these words. These forward-looking statements include, but are not limited to, statements regarding the proposed Merger and its consummation, timing of closing of the proposed Merger, integration and transition plans, expected benefits of the transaction and synergies, changes in management, refinancing of TBHC’s credit facility, opportunities, management’s beliefs and certain assumptions made by TBHC and BBBY, anticipated future performance and the timing of any of the foregoing. Future performance and actual results may differ materially from those expressed or implied in such forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time, many of which may be beyond the control of the parties to the proposed Merger, including, among other things:

For additional information about these and other risks and uncertainties applicable to BBBY and TBHC, their respective businesses and the proposed Merger, see the discussion contained in the section titled “Risk Factors” included elsewhere in this proxy statement/prospectus and in similarly titled sections in BBBY’s filings with the SEC that are incorporated by reference herein. Except as required by law, neither BBBY nor TBHC undertake any obligation to update forward-looking statements made to reflect new information, subsequent events or circumstances. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Actual results may differ materially from current projections. Forward-looking statements speak only as of the date that they are made.

Shares of BBBY Common Stock are listed for trading on the NYSE under the symbol “BBBY.” Shares of TBHC Common Stock are listed for trading on Nasdaq under the symbol “TBHC.” The following table presents trading information for TBHC Common Stock and BBBY Common Stock on (i) November 21, 2025, the full last trading day before the public announcement of the signing of the Merger Agreement and (ii) January 29, 2026, the last trading day before the date of the filing of this proxy statement/prospectus. The table also provides the estimated equivalent per share value of the Merger Consideration for each share of BBBY Common Stock on the relevant date.

Because the Exchange Ratio will not be adjusted for changes in the market price of either BBBY Common Stock or TBHC Common Stock, the market value of the shares of BBBY Common Stock that holders of TBHC Common Stock will have the right to receive on the effective date of the Merger may vary significantly from the market value of the shares of BBBY Common Stock that holders of TBHC Common Stock would receive if the Merger was completed on the date of this proxy statement/prospectus. As a result, you should obtain recent market prices of BBBY Common Stock and TBHC Common Stock prior to voting your shares. See “Risk Factors — Risks Related to the Merger.”

As of December 9, 2025, there were 41 registered holders of record of TBHC Common Stock.

BBBY has not declared or paid cash dividends on the BBBY Common Stock. TBHC has not declared or paid cash dividends on the TBHC Common Stock since its 2015 fiscal year. Any future determination to pay cash dividends on the BBBY Common Stock will be at the discretion of BBBY’s board of directors (the “BBBY Board”) and will be dependent upon BBBY’s results of operations, financial conditions, contractual restrictions, restrictions imposed by applicable law and such other factors as the BBBY Board may deem relevant.

In considering how to vote on the proposals to be considered and voted on at the Special Meeting, you are urged to carefully consider all of the information contained in this proxy statement/prospectus. You should also read and consider the risks associated with each of the businesses of BBBY and TBHC because those risks will affect the combined company. You are urged to carefully consider the following material risks relating to the Merger and the businesses of BBBY, TBHC and the combined company.

Upon completion of the Merger, each share of TBHC Common Stock outstanding immediately prior to the Merger will be converted into the right to receive 0.1993 shares of BBBY Common Stock (with cash, without interest and less any applicable withholding taxes, in lieu of any fractional shares of BBBY Common Stock). This Exchange Ratio is fixed in the Merger Agreement and will not be adjusted for changes in the market price of either BBBY Common Stock or TBHC Common Stock prior to the completion of the Merger. The market prices of BBBY Common Stock and TBHC Common Stock have fluctuated prior to and after the date of the announcement of the Merger Agreement and may continue to fluctuate from the date of this proxy statement/prospectus to the date of the Special Meeting, and through the date the Merger is consummated.

Because the value of the Merger Consideration will depend on the market price of BBBY Common Stock at the time the Merger is completed, TBHC shareholders will not know or be able to determine at the time of the Special Meeting the market value of the Merger Consideration they would receive upon completion of the Merger.

Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in BBBY’s or TBHC’s respective businesses, operations and prospects, market assessments of the likelihood that the Merger will be completed, interest rates, general market, industry and economic conditions and other factors generally affecting the respective prices of BBBY Common Stock and TBHC Common Stock, federal, state and local legislation, governmental regulation and legal developments in the industry segments in which BBBY and TBHC operate, and the timing of the Merger and receipt of required approvals and consents.

Many of these factors are beyond the control of BBBY and TBHC, and neither BBBY nor TBHC is permitted to terminate the Merger Agreement solely due to a decline in the market price of the common stock of the other party. TBHC shareholders are urged to obtain current market quotations for BBBY Common Stock and TBHC Common Stock in determining whether to vote in favor of the Merger Proposal.

Upon completion of the Merger, TBHC’s shareholders will become holders of BBBY Common Stock. The market price of the common stock of the combined company may continue to fluctuate, potentially significantly, following completion of the Merger, including for the reasons described above. As a result, former TBHC shareholders could lose some or all of the value of their investment in BBBY Common Stock. In addition, any significant price or volume fluctuations in the stock market generally could have a material adverse effect on the market for, or liquidity of, the BBBY Common Stock received in the Merger, regardless of the combined company’s actual operating performance.

The Merger is subject to a number of conditions that must be satisfied or waived (to the extent permitted) prior to the completion of the Merger, including the approval by TBHC’s shareholders of the Merger Proposal. These conditions are described under “The Merger Agreement—Conditions to the Completion of the Merger.” These conditions to the completion of the Merger, some of which are beyond the control of BBBY and TBHC, may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or not completed.

Additionally, either BBBY or TBHC may terminate the Merger Agreement under certain circumstances, including, among other reasons, if the Merger is not completed by the outside date. In addition, if the Merger Agreement is terminated under specified circumstances, including if the TBHC Board changes its recommendation, TBHC may be required to pay BBBY a termination fee of approximately $1.0 million. Additionally, if BBBY or TBHC terminate the Merger Agreement due to a failure to obtain approval from TBHC’s shareholder’s, TBHC would be required to pay

BBBY an expense reimbursement fee of approximately $0.3 million. See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fee” for a more complete discussion of the circumstances under which the Merger Agreement could be terminated and when a termination or expense reimbursement fee may be payable by TBHC.

If the Merger is not completed for any reason, including because TBHC’s shareholders fail to approve the Merger Proposal, the ongoing businesses of BBBY and TBHC may be adversely affected and, without realizing any of the expected benefits of having completed the Merger, BBBY and TBHC would be subject to a number of risks, including the following:

Upon consummation of the Merger, BBBY stockholders and TBHC shareholders will both hold shares of common stock in the combined company. BBBY’s businesses differ from those of TBHC, and TBHC’s businesses differ from those of BBBY, and, accordingly, the results of operations of the combined company will be affected by some factors that are different from those currently or historically affecting the independent results of operations of BBBY and TBHC. The results of operations of the combined company may also be affected by factors different from those that currently affect or have historically affected either BBBY or TBHC. For a discussion of the businesses of each of BBBY and TBHC and some important factors to consider in connection with those businesses, see “The Parties to the Merger” and the other information contained in this proxy statement/prospectus.

Based on the anticipated treatment of equity-based awards and the number of shares of TBHC Common Stock outstanding as of December 9, 2025, it is expected that BBBY may issue approximately 3,046,103 shares of BBBY Common Stock in the Merger. Former TBHC shareholders may decide not to hold the shares of BBBY Common Stock that they will receive in the Merger, and BBBY stockholders may decide to reduce their investment in BBBY as a result of the changes to BBBY’s investment profile as a result of the Merger. Other TBHC shareholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of BBBY Common Stock that they receive in the Merger. Such sales of BBBY Common Stock could have the effect of depressing the market price for BBBY Common Stock.

Upon completion of the Merger, TBHC shareholders will no longer be shareholders of TBHC, but will instead become shareholders of BBBY. BBBY is a Delaware corporation and TBHC is a Tennessee corporation. As such, there are certain differences between the rights of BBBY stockholders under BBBY’s amended and restated certificate of incorporation (the “BBBY charter”) and BBBY’s fifth amended and restated bylaws (the “BBBY bylaws”) and the rights of TBHC shareholders under TBHC’s amended and restated charter (the “TBHC charter”) and TBHC’s amended and restated bylaws (the “TBHC bylaws”). See “Comparison of Shareholders’ Rights” for a discussion of these rights.

Based on the anticipated treatment of equity-based awards and the number of shares of BBBY and TBHC Common Stock outstanding on December 9, 2025, upon completion of the Merger, former TBHC shareholders are expected to own approximately 4.2% of the outstanding shares of BBBY Common Stock and BBBY stockholders immediately prior to the Merger are expected to own approximately 95.8% of the outstanding shares of BBBY Common Stock. Consequently, former TBHC shareholders will have less influence over the management and policies of the combined company than they currently have over the management and policies of TBHC.

From and after the date of the Merger Agreement and prior to completion of the Merger, the Merger Agreement restricts BBBY and TBHC from taking specified actions without the consent of the other party and requires that the business of each company and its respective subsidiaries be conducted in the ordinary course in all material respects. These restrictions may prevent BBBY or TBHC, as applicable, from taking actions during the pendency of the Merger that might otherwise be beneficial. Adverse effects arising from these restrictions during the pendency of the Merger could be exacerbated by any delays in consummation of the Merger or termination of the Merger Agreement. See “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion.”

The Merger is subject to a number of conditions to closing as specified in the Merger Agreement. These closing conditions include, among others, the approval by TBHC shareholders of the Merger Proposal, the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part registering the BBBY Common Stock issuable pursuant to the Merger Agreement and the absence of any stop order or proceedings by the SEC with respect thereto, approval for listing on the NYSE of the shares of BBBY Common Stock to be issued pursuant to the Merger Agreement, and the absence of governmental restraints or prohibitions preventing the consummation of the Merger. The obligation of each of BBBY and TBHC to consummate the Merger are also conditioned on, among other things, the truth and accuracy of the representations and warranties made by the other party on the date of the Merger Agreement and on the closing date (subject to certain materiality and material adverse effect qualifiers), and the performance by the other party in all material respects of its obligations under the Merger Agreement. No assurance can be given that the other required shareholder, governmental and regulatory consents and approvals will be obtained or that the other required conditions to closing will be satisfied, and, if all required consents and approvals are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals. Any delay in completing the Merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that BBBY and TBHC expect to achieve if the Merger is successfully completed within its expected time frame. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Merger, see “The Merger Agreement—Conditions to the Completion of the Merger.”

The success of the Merger will depend in part on the combined company’s ability to retain the talents and dedication of the professionals currently employed by BBBY and TBHC. It is possible that these employees may decide not to remain with BBBY or TBHC, as applicable, while the Merger is pending, or with the combined company. If key

employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating BBBY and TBHC to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, BBBY and TBHC may not be able to locate suitable replacements for any key employees that leave either company or offer employment to potential replacements on reasonable terms. In addition, there could be disruptions to or distractions for the workforce and management, including disruptions associated with integrating employees into the combined company. No assurance can be given that the combined company will be able to attract or retain key employees of BBBY and TBHC to the same extent that those companies have been able to attract or retain their own employees in the past.

The Merger will happen only if the stated conditions are met, including the approval by TBHC’s shareholders of the Merger Proposal and the receipt of required approvals, and consents among other conditions. Many of the conditions are beyond the control of BBBY and TBHC, and both parties also have certain rights to terminate the Merger Agreement under certain circumstances.

Accordingly, there may be uncertainty regarding the completion of the Merger. This uncertainty may cause customers, strategic partners or others that deal with BBBY or TBHC to delay or defer entering into contracts with BBBY or TBHC or making other decisions concerning BBBY or TBHC or seek to change or cancel existing business relationships with BBBY or TBHC, which could negatively affect their respective businesses. Any delay or deferral of those decisions or changes in existing agreements could have an adverse impact on the respective businesses of BBBY and TBHC, regardless of whether the Merger is ultimately completed.

In addition, the Merger Agreement restricts BBBY, TBHC and their respective subsidiaries from taking certain actions during the pendency of the Merger without the consent of the other party. These restrictions may prevent BBBY and TBHC from pursuing attractive business opportunities or strategic transactions that may arise prior to the completion of the Merger. See “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion” for a description of the restrictive covenants to which each of BBBY and TBHC is subject.

Whether or not the Merger is completed, the announcement and pendency of the Merger could cause disruptions in the businesses of BBBY and TBHC, including by diverting the attention of BBBY and TBHC management away from day-to-day business operations and toward the completion of the Merger. In addition, BBBY and TBHC have each diverted significant management resources in an effort to complete the Merger and are each subject to restrictions contained in the Merger Agreement on the conduct of their respective businesses. If the Merger is not completed, BBBY and TBHC will have incurred significant costs, including the diversion of management resources, for which they will have received little or no benefit.

In considering the recommendations of the TBHC Board to vote in favor of the proposals described in this proxy statement/prospectus, shareholders should be aware that TBHC directors and executive officers have interests in the Merger, including financial interests, which are different from, or in addition to, the interests of TBHC’s shareholders generally.

TBHC shareholders should be aware of these interests when they consider the recommendation of the TBHC Board that they vote to approve the Merger Proposal. The TBHC Board was aware of and considered these interests, among other matters, in reaching its determination that the Merger is fair to and in the best interests of TBHC and its shareholders, approving and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommending that TBHC’s shareholders approve the Merger Proposal. The interests of TBHC directors and executive officers are described in more detail under “Interests of TBHC’s Directors and Executive Officers in the Merger.”

To the extent permitted by law, BBBY or TBHC may determine to waive, in whole or part, one or more of the conditions to their respective obligations to consummate the Merger. TBHC expects to evaluate the materiality of any waiver and its effect on TBHC shareholders in light of the facts and circumstances at the time to determine whether any amendment of this proxy statement/prospectus or any re-solicitation of proxies is required in light of such waiver. Any determination as to whether to waive any condition to the consummation of the Merger, and as to whether to re-solicit shareholder approval and/or amend this proxy statement/prospectus as a result of such waiver, will be made by TBHC at the time of such waiver based on the facts and circumstances as they exist at that time.

The Merger Agreement contains “no shop” provisions that restrict the ability of TBHC to, among other things (each as described under “The Merger Agreement—No Solicitation of Acquisition Proposals”):

Furthermore, there are only limited exceptions to the requirement under the Merger Agreement that the TBHC Board not withdraw, modify, amend or qualify the TBHC Board’s required recommendation to TBHC shareholders to adopt the Merger Agreement (the “TBHC board recommendation”). Although the TBHC Board is permitted to effect a change of recommendation, after complying with certain procedures set forth in the Merger Agreement, in response to a superior proposal or to an intervening event (if the TBHC Board determines in good faith that a failure to do so would be reasonably likely to be inconsistent with its fiduciary duties under applicable law), such change of recommendation would entitle BBBY to terminate the Merger Agreement and collect a termination fee from TBHC. See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fee.”

These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or Merger of TBHC, even if it were prepared to pay consideration with a higher value than that implied by the Exchange Ratio in the Merger, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

Pursuant to the Merger Agreement, at the election of BBBY, either (i) BBBY shall repay, on behalf of TBHC and its subsidiaries, on or before the Effective Time all amounts necessary to discharge in full all of the obligations of TBHC and its subsidiaries arising under that certain Third Amended and Restated Credit Agreement, dated as of March 31, 2023, by and among the Kirkland’s Stores, Inc., as lead borrower, the other borrowers named therein, the guarantors named therein, and the Agent, or (ii) each of BBBY and TBHC shall use commercially reasonable efforts to, on or prior to the Effective Time, enter into a fully executed and enforceable amendment to TBHC’s existing revolving credit facility. There can be no assurance that this covenant will be satisfied on the expected timeline, or at all, and failure to do so could delay the consummation of the Merger, increase costs, or otherwise adversely affect BBBY and/or TBHC.

BBBY and TBHC have incurred and expect to incur non-recurring costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the Merger. These costs and expenses include

fees paid to financial, legal and accounting advisors, facilities and systems consolidation costs, severance and other potential employment-related costs, filing fees, printing expenses and other related charges. Some of these costs are payable by BBBY or TBHC regardless of whether the Merger is completed.

The combined company will also incur restructuring and integration costs in connection with the Merger. The costs related to restructuring will be expensed as a cost of the ongoing results of operations of the combined company. There are processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the Merger and the integration of TBHC’s business with BBBY’s business. Although BBBY expects that the elimination of duplicative costs, strategic benefits, and additional income, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, Merger-related and restructuring costs over time, any net benefit may not be achieved in the near term or at all. Many of these costs will be borne by BBBY even if the Merger is not completed. While BBBY has assumed that certain expenses would be incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement, there are many factors beyond BBBY’s control that could affect the total amount or the timing of the integration and implementation expenses.

Dissenters’ rights are statutory rights that, if applicable under law, enable shareholders of a corporation to dissent from an extraordinary transaction, such as a Merger, and to demand that such corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to such shareholders in connection with the extraordinary transaction. Under the TBCA, shareholders generally do not have dissenters’ rights if the shares of stock they hold are listed on a national securities exchange.

Because TBHC Common Stock is listed on Nasdaq, a national securities exchange, holders of TBHC Common Stock are not entitled to dissenters’ rights in connection with the Merger. See “Dissenters’ Rights.”

Transactions like the proposed Merger are frequently subject to litigation or other legal proceedings, including actions alleging that the BBBY Board or the TBHC Board breached their respective fiduciary duties to their shareholders by entering into the Merger Agreement, by failing to obtain a greater value in the transaction for their shareholders or otherwise. Neither BBBY nor TBHC can provide assurance that such litigation or other legal proceedings will not be brought. If litigation or other legal proceedings are in fact brought against BBBY or TBHC, or against the BBBY Board or the TBHC Board, they will defend against it, but might not be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on the business, results of operation or financial position of BBBY, TBHC or the combined company, including through the possible diversion of either company’s resources or distraction of key personnel.

Furthermore, one of the conditions to the completion of the Merger is that no injunction by any court or other governmental entity of competent jurisdiction will be in effect that prevents, enjoins or makes illegal the consummation of the Merger. As such, if any of the plaintiffs are successful in obtaining an injunction preventing the consummation of the Merger, that injunction may prevent the Merger from becoming effective or from becoming effective within the expected time frame.

As of the date of this proxy statement/prospectus, TBHC and BBBY are unaware of any securities class action lawsuits or derivative lawsuits having been filed in connection with the Merger. However, beginning on January 12, 2026, TBHC has received demand letters from certain purported holders of TBHC Common Stock that allege deficiencies or omissions in the Registration Statement on Form S-4 of which this proxy statement/prospectus forms a part. The demand letters seek additional disclosures to remedy these purported deficiencies.

The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. Assuming the Merger so qualifies, a holder of TBHC Common Stock generally will

not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of TBHC Common Stock for BBBY Common Stock in the Merger, except possibly with respect to cash received by such holder in lieu of a fractional share of BBBY Common Stock.

However, it is not a condition to TBHC’s obligation or BBBY’s obligation to consummate the transactions contemplated by the Merger Agreement that the Merger qualify for the Intended Tax Treatment or that TBHC or BBBY receive an opinion from counsel to that effect. There are many requirements that must be satisfied for the Merger to qualify as a reorganization, some of which are based upon factual determinations, and the reorganization treatment could be adversely affected by events or actions that occur or are taken after the Merger. Furthermore, neither TBHC nor BBBY intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Merger. Accordingly, no assurance can be given that the Merger will qualify for the Intended Tax Treatment or that the IRS will not challenge the conclusion that the Merger will qualify for the Intended Tax Treatment or that a court would not sustain such a challenge. If, contrary to expectations, the Merger does not qualify for the Intended Tax Treatment, holders of TBHC Common Stock could be subject to U.S. federal income tax upon the receipt of BBBY Common Stock in the Merger.

See “Material U.S. Federal Income Tax Consequences of the Merger” for a more complete description of material U.S. federal income tax consequences of the Merger. The discussion of the material U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws. Tax matters are very complicated and the tax consequences of the Merger to each U.S. holder of TBHC Common Stock may depend on such shareholder’s particular facts and circumstances. Please consult your tax advisors as to the specific tax consequences to you of the Merger.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the Merger been completed on the dates or for the periods indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon assumptions, preliminary estimates and accounting reclassifications, to record the TBHC identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this proxy statement/prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of TBHC as of the date of the completion of the Merger. Accordingly, the final accounting adjustments as a result of the Merger may differ materially from the pro forma adjustments reflected in this proxy statement/prospectus. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.”

The success of the Merger will depend on, among other things, the ability of BBBY and TBHC to combine their businesses in a manner that facilitates growth opportunities. BBBY and TBHC have entered into the Merger Agreement because each believes that the Merger and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of their respective shareholders and that combining the businesses of BBBY and TBHC will produce benefits. See “The Merger—Recommendation of the TBHC Board; TBHC’s Reasons for the Merger.”

However, BBBY and TBHC must successfully combine their respective businesses in a manner that permits these benefits to be realized. In addition, the combined company must achieve the anticipated growth without adversely affecting current revenues and investments in future growth. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected.

An inability to realize the full extent of the anticipated benefits of the Merger and the other transactions contemplated by the Merger Agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the common stock of the combined company.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and any potential cost savings, if achieved, may be lower than what BBBY and TBHC expect and may take longer to achieve than anticipated. If BBBY and TBHC are not able to adequately address integration challenges, they may be unable to successfully integrate their operations or realize the anticipated benefits of the integration of the two companies.

BBBY and TBHC have operated and, until the completion of the Merger, will continue to operate independently. There can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key BBBY or TBHC employees, the loss of customers, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed in integrating the operations of BBBY and TBHC in order to realize the anticipated benefits of the Merger so the combined company performs as expected:

In addition, at times the attention of certain members of BBBY’s and TBHC’s management and each company’s respective resources may be focused on completion of the Merger and the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt each company’s ongoing business and the business of the combined company.

As a result of the Merger, the combined company may experience impacts on relationships with customers that may harm the combined company’s business and results of operations. Certain customers may no longer desire to do business with the combined company following the Merger. There can be no guarantee that customers will remain with or continue to have a relationship with the combined company following the Merger. If any customers stop doing business with the combined company, then the combined company’s business and results of operations may be harmed.

BBBY and TBHC also have contracts with landlords, licensors and other business partners which may require BBBY or TBHC, as applicable, to obtain consent from these other parties in connection with the Merger, or which may otherwise contain limitations applicable to such contracts following the Merger. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue, incur costs and lose rights that may be material to the combined company’s business. In addition, third parties with whom BBBY or TBHC currently have relationships may terminate or otherwise reduce the scope of their relationship with either party in anticipation of the Merger. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the Merger. The adverse effect of any such disruptions could also be exacerbated by a delay in the completion of the Merger or by a termination of the Merger Agreement.

The combined company may be exposed to increased litigation from shareholders, customers, suppliers, distributors, consumers and other third parties due to the combination of BBBY’s and TBHC’s businesses following the Merger. Such litigation may have an adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s operations.

BBBY has not historically paid cash dividends on the BBBY Common Stock. TBHC has not declared or paid cash dividends on the TBHC Common Stock since its 2015 fiscal year. Whether any dividends are declared or paid to shareholders of the combined company, and the amounts of any such dividends that are declared or paid, are uncertain and depend on a number of factors. The BBBY Board will have the discretion to determine the dividend policy of the combined company, including the amount and timing of dividends, if any, that the combined company may declare from time to time, which may be impacted by any of the following factors:

Shareholders should be aware that they have no contractual or other legal right to dividends that have not been declared.

TBHC is dependent upon generating sufficient cash flows from operations to fund its obligations and strategic investments. TBHC maintains a secured revolving credit facility to enable us to acquire merchandise, to fund working capital requirements and to support standby letters of credit. Borrowings under the secured revolving credit facility are

subject to a borrowing base calculation consisting of a percentage of certain of TBHC’s eligible assets and are subject to advance rates, appraisals, and commercially reasonable reserves. Substantial utilization of the available borrowing base will result in various restrictions, including restrictions on the ability to repurchase TBHC Common Stock or pay dividends and an increase in the lender’s control over TBHC’s cash accounts. TBHC’s revolving credit facility and the BBBY Credit Agreement contain a number of affirmative and restrictive covenants that may also limit TBHC’s actions. Continued negative cash flows from operations could result in increased borrowings under TBHC’s revolving credit facility to fund operational needs, increased utilization of letters of credit and greater dependence on the availability of the revolving credit facility. These actions could result in TBHC being subject to increased restrictions, incurring increased interest expense and increasing TBHC’s leverage.

TBHC’s ability to refinance each of its agreements governing indebtedness on acceptable terms will be dependent upon a number of factors, including degree of leverage, future operating performance, the value of TBHC’s assets, borrowing restrictions which may be imposed by lenders and conditions in the credit markets at the time TBHC refinances. High interest rates may make future refinancing more difficult to obtain on favorable terms. In addition, although TBHC has previously been successful in negotiating amendments to its revolving credit facility and in securing additional financing, TBHC may be unsuccessful in negotiating any further amendments or modifications to the agreements governing TBHC’s indebtedness or obtaining additional financing as deemed necessary. To the extent TBHC is unable to refinance its debt or obtain additional financing on acceptable terms, TBHC may be forced to choose from a number of unfavorable options, including agreeing to otherwise unfavorable financing terms or defaulting and allowing lenders to foreclose. Any one of these options could have a material adverse effect on TBHC’s business, financial condition, results of operations and TBHC’s ability to make distributions to its shareholders.

As of January 28, 2026, TBHC had $16.0 million of outstanding debt and $5.8 million of outstanding letters of credit under its revolving credit facility with $8.2 million available for borrowing, after the minimum required excess availability covenant, and $33.7 million in term loans to BBBY with $10.0 million available under the BBBY Delayed Draw Term Loan Commitments, which may be funded at BBBY’s discretion. TBHC’s level of indebtedness increases the risk that it may be unable to generate cash sufficient to pay amounts due in respect of its indebtedness. TBHC’s indebtedness could have other important consequences and effects on its business, such as increasing its vulnerability to adverse changes in general economic, industry and competitive conditions, require TBHC to dedicate a substantial portion of its cash flow from operations to make payments on its indebtedness, thereby reducing the availability of TBHC’s cash flow to fund working capital, capital expenditures and other general corporate purposes, limit flexibility in planning for, or reacting to, changes in TBHC’s business and the industry in which it operates, restrict TBHC from executing its multi-brand strategy, make it more difficult to satisfy financial obligations, including payments on indebtedness, place TBHC at a disadvantage compared to its competitors that have less debt and limit TBHC’s ability to borrow additional funds for working capital and the execution of its business strategy.

TBHC’s ability to make payments on, repay or refinance debt and any future debt TBHC may incur, and to fund planned capital expenditures will depend largely upon future operating performance and TBHC’s ability to generate cash from operations. TBHC’s future performance, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond its control. In addition, TBHC’s ability to borrow funds in the future to make payments on its debt and other obligations will depend on the satisfaction of the covenants and financial ratios in TBHC’s secured revolving credit facility and other debt agreements, including other agreements TBHC may enter into in the future. TBHC’s business may not generate sufficient cash flow from operations, or TBHC may not have future borrowings available under its credit facility or from other sources in an amount sufficient to enable TBHC to pay debt or to fund other liquidity needs.

The ability to execute TBHC’s strategic initiatives, including TBHC’s financial turnaround strategy, will depend on, among other factors, the availability of adequate capital, which in turn will depend in large part on cash flow generated by TBHC’s business and the availability of equity and debt capital. The cost of improving TBHC’s

omni-channel capabilities including increasing online conversion, closing or relocating underperforming stores, remodeling existing stores and opening new stores will increase in the future compared to historical costs. There can be no assurance that TBHC’s business will generate adequate cash flow or that TBHC will be able to obtain equity or debt capital on acceptable terms, or at all. Moreover, TBHC’s revolving credit facility contains provisions that restrict the amount of debt TBHC may incur in the future. In addition, TBHC’s liquidity position may limit its ability to negotiate or obtain store leases on favorable terms. If TBHC is not successful in obtaining sufficient capital, it may be unable to improve profitability online and in stores, which may adversely affect its business strategy. There can be no assurances that TBHC will have sufficient cash flow from operations or adequate capital to achieve its plans for improving in-store and online profitability.

Due to the uncertainty of TBHC’s ability to meet its current operating and capital expenses, in TBHC’s audited annual financial statements as of and for the year ended February 1, 2025, its independent registered public accounting firm included a description within TBHC’s financial statements related to its ability to continue as a going concern. TBHC’s ability to continue as a going concern is dependent on its capacity to (i) improve operating results and liquidity through improved profitability, (ii) reduce operating costs and (iii) obtain additional financing under acceptable terms, if at all. The presence of the going concern description in TBHC’s financial statements may have an adverse impact on the relationships TBHC is developing and plan to develop with third parties as TBHC continues to operate its business and source its products and could make it challenging and difficult for TBHC to raise additional financing, all of which could have a material adverse impact on TBHC’s business and prospects and result in a significant or complete loss of your investment.

TBHC’s conclusion that substantial doubt exists about its ability to continue as a going concern requires an explanatory paragraph in the report of TBHC’s independent registered public accounting firm on its accompanying financial statements for the fiscal year ended February 1, 2025, which results in a violation of affirmative covenants under TBHC’s revolving credit facility and the BBBY Credit Agreement. If TBHC is unable to obtain a waiver from its lenders, TBHC’s lenders could instruct the administrative agent under such credit facilities to exercise available remedies including, declaring the principal of and accrued interest on all outstanding indebtedness immediately due and payable and terminating all remaining commitments and obligations under the credit facilities. Although the lenders under TBHC’s credit facilities may waive the defaults or forbear the exercise of remedies, the lenders are not obligated to do so. Failure to obtain such waivers would have a material adverse effect on the liquidity, financial condition and results of operations and may result in filing a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in order to implement a restructuring plan.

TBHC’s ability to obtain the various synergies envisioned in the Collaboration Agreement is dependent on successfully identifying, developing and implementing plans and initiatives intended to drive such synergies. If such plans and initiatives are not properly identified, developed and successfully executed, or if execution or realization of positive synergies takes longer than expected, TBHC’s financial condition and results of operations could be adversely affected. There can be no assurance that TBHC will be able to successfully open and operate Bed Bath & Beyond Home, Bed Bath & Beyond, buybuy BABY or Overstock retail stores under the Trademark License Agreement, which grants TBHC the exclusive license to operate small format, neighborhood brick-and-mortar stores under licensed BBBY-owned trademarks. If TBHC does open and operate the stores, there can be no assurance that they will be profitable. The success of TBHC’s plans and initiatives is subject to risks and uncertainties with respect to execution, market conditions, customer acceptance and other factors that may cause actual results, performance or achievements to differ materially, and adversely, from its plans or expected results.

In addition, TBHC’s ability to successfully market its products to BBBY’s customers and to grow its customer base might not be successful. TBHC can provide no assurance that it can realize additional opportunities for growth and innovation through this partnership. Further, TBHC could lose current customers because of this partnership by alienating its current customer base, which could negatively impact TBHC’s operating performance.

The strategic partnership with BBBY could have a negative impact on TBHC’s business relationships, operating results and business, generally. The partnership could divert management’s attention from ongoing TBHC business operations. Also, there could be unexpected costs, charges or expenses resulting from the partnership. Finally, there could be potential litigation relating to the strategic partnership against TBHC or TBHC’s directors, managers or officers, including the effects of any outcomes related thereto. Any one of these risks could negatively impact TBHC’s operating performance and liquidity.

TBHC’s ability to execute its brand strategy and to deliver improved financial performance is dependent on successfully identifying, developing and implementing plans and initiatives intended to drive sustainable, increased financial performance, including, but not limited to, its efforts to improve or eliminate underperforming stores, optimize e-commerce performance through stock keeping unit (“SKU”) rationalization, expanding product categories with larger average order values and leveraging its collaboration with BBBY to enhance site experience and improve conversion, expand the Kirkland’s Home name through private label distribution across its collective family of omni-channel brands and open and profitably operate Bed Bath & Beyond, buybuy BABY or Overstock stores. If such plans and initiatives are not properly identified, developed and successfully executed, or if execution or realization of positive results takes longer than expected, TBHC’s financial condition and results of operations could be adversely affected. The success of TBHC’s plans and initiatives is subject to risks and uncertainties with respect to execution, market conditions and other factors that may cause actual results, performance or achievements to differ materially, and adversely, from its plans and expected results.

As consumers continue to migrate online, TBHC face pressures to stay relevant in retail’s ever-changing environment and to compete with other omni-channel retailers, online-only retailers and retailers with only stores. TBHC continues to invest in TBHC’s omni-channel capabilities to provide a seamless and engaging shopping experience between its store locations and its online and mobile environments. Insufficient, untimely or misguided investments in this area could significantly impact TBHC’s profitability and growth and affect its ability to attract new customers, as well as maintain its existing ones. In addition, declining customer store traffic and migration of sales from stores to digital platforms could enhance these risks due to increased reliance on TBHC’s omni-channel capabilities and could lead to restructuring and other costs that could adversely impact its results of operations and cash flows.

TBHC’s business has evolved from an in-store experience to interactions with customers across multiple channels including in-store, online, mobile and social media, among others. TBHC’s customers are using computers, tablets, mobile phones and other devices to shop on TBHC’s website and provide feedback and public commentary about all aspects of its business. Omni-channel retailing is rapidly evolving, and TBHC must keep pace with changing customer expectations and new developments and technology investments by its competitors.

Successful operation of TBHC’s e-commerce initiatives are dependent on TBHC’s ability to maintain uninterrupted availability of TBHC’s website and supporting applications, adequate and accurate inventory levels of margin positive products, timely fulfillment of customer orders, accurate shipping of undamaged products at acceptable shipping rates, and coordination of those activities within TBHC’s stores when appropriate. Maintenance of TBHC’s website requires substantial development and maintenance efforts, and entails significant technical and business risks. To remain competitive, TBHC must continue to enhance and improve the responsiveness, functionality and features of its website. The sale of products through e-commerce is characterized by rapid technological change, the emergence of new industry standards and practices and changes in customer requirements and preferences. Therefore, TBHC may be required to license emerging technologies, enhance its existing website, develop new services and technology that address the increasingly sophisticated and varied needs of its current and prospective customers, and adapt to technological advances and emerging industry and regulatory standards and practices in a cost-effective and timely manner. TBHC’s ability to remain technologically competitive may require substantial expenditures and lead time, and TBHC’s failure to do so may harm its business and results of operations.

If TBHC is unable to attract and retain technical employees or contract with third parties having the specialized skills needed to support TBHC’s omni-channel efforts, TBHC might not be able to implement improvements to its customer-facing technology in a timely manner or provide a convenient and consistent experience for its customers, which could negatively affect its operations. In addition, if www.kirklands.com and TBHC’s other customer-facing technology systems do not appeal to its customers or reliably function as designed, TBHC may experience a loss of customer confidence, loss of sales or be exposed to fraudulent purchases, which, if significant, could adversely affect its reputation and results of operations. Moreover, to make available TBHC’s omni-channel platform, TBHC relies on various technology systems and services, some of which are provided and managed by third-party service providers. To the extent such third-party components do not perform or function as anticipated, such failure can significantly interfere in TBHC’s ability to meet its customers’ changing expectations.

A key element of TBHC’s strategy is to operate profitable stores, both in existing markets and in new geographic markets that TBHC selects based on customer data and demographics. TBHC’s ability to improve, close or relocate underperforming stores and open profitable Bed Bath & Beyond, buybuy BABY or Overstock stores depends on a number of factors, including the prevailing conditions in the commercial real estate market, TBHC’s ability to locate favorable store sites and negotiate acceptable lease terms, and hire and train skilled managers and personnel. There can be no assurance that TBHC will be able to relocate and/or open stores. Furthermore, there is no assurance that existing stores will generate the net sales levels necessary to achieve store-level profitability. Also, any stores that TBHC opens in its existing markets may draw customers away from its existing stores, resulting in lower net sales growth compared to stores opened in new markets.

TBHC’s stores face great competition and could have lower than anticipated net sales volumes. Traffic decline to TBHC’s stores could negatively impact operating results. Stores located in areas where TBHC is less well-known, and where TBHC is less familiar with the target customer, may face different or additional risks and increased marketing and other costs compared to stores operated in well-established existing markets. These factors may reduce TBHC’s average store contribution and operating margins. If TBHC is unable to profitability operate its existing stores, close underperforming stores or convert underperforming stores to a more margin accretive brand, TBHC’s net income could suffer.

Every year TBHC decides to close certain stores based on a number of factors, including, but not limited to, excessive rent or other operating cost increases, inadequate profitability, short term leases, or the landlord’s ability to replace TBHC with another tenant at more favorable terms to the landlord. Store closings have the effect of reducing net sales. TBHC may choose to close underperforming stores before lease expiration and incur termination costs associated with those closings. If TBHC is not able to increase online sales at a pace that exceeds the closing of existing underperforming stores, or transfer customers from closing stores to a nearby existing store, TBHC’s revenue could decrease.

If TBHC’s store strategy, including negotiating lease occupancy costs with landlords, does not go as planned and/or TBHC is unable to transfer these existing store customers to other nearby stores or to online sales, TBHC’s revenue and profitability could decrease, and results of operations could suffer.

TBHC’s success depends on its ability to anticipate and respond to changing merchandise trends and consumer demands in a timely manner. While TBHC devotes considerable effort and resources to shape, analyze and respond to consumer preferences, consumer spending patterns and preferences cannot be predicted with certainty and can change rapidly. TBHC’s product introductions and product improvements, along with its other marketplace initiatives, are designed to capitalize on consumer trends. In order to remain successful, TBHC must anticipate and react to these trends and develop new products or processes to address them. If TBHC fails to identify and respond to emerging trends, consumer acceptance of the merchandise in its stores and its image with its customers may be harmed, which could reduce customer traffic in its stores and materially adversely affect its net sales.

Additionally, if TBHC misjudges market trends, it may significantly overstock unpopular products and be forced to take significant inventory markdowns, which would have a negative impact on its gross profit and cash flow.

Conversely, shortages of items that prove popular could result in missed sales. In addition, a major shift in consumer demand away from home décor could also have a material adverse effect on TBHC’s business, results of operations and financial condition.

TBHC uses marketing, promotional and loyalty programs to attract customers to its stores and to encourage purchases by its customers online. TBHC uses various media for its promotional efforts, including customer-targeted direct mail and email communications, as well as various digital and social media initiatives. If TBHC fails to choose the appropriate medium for its efforts, or fail to implement and execute loyalty programs or marketing opportunities, TBHC’s competitors may be able to attract some of its customers.

If TBHC’s competitors increase their spending on advertising and promotions, if TBHC’s advertising, media or marketing expenses increase, if TBHC’s loyalty program or advertising and promotions become less effective than those of its competitors, or if TBHC does not adequately leverage technology and data analytic capabilities needed to generate concise competitive insight, TBHC could experience a material adverse effect on its results of operations. A failure to sufficiently innovate, develop customer loyalty programs, or maintain adequate and effective advertising could inhibit TBHC’s ability to maintain brand relevance and drive increased sales.

TBHC’s loyalty program offers customer incentives, which include earning points that are converted to reward dollars that can be redeemed on future purchases, in addition to other bonus offers. If TBHC’s customers do not respond positively to this program or if the program costs more than anticipated in reward redemptions, TBHC’s financial results could be adversely impacted.

The retail market is a highly competitive market. Accordingly, TBHC competes against a diverse group of retailers, including specialty stores, department stores, discount stores, and catalog and internet-based retailers, which sell similar lines of merchandise to those carried by TBHC. The substantial sales growth in the e-commerce industry within the last decade has encouraged the entry of many new competitors, including discount retailers selling similar products at reduced prices, new business models, and an increase in competition from established companies, many of whom are willing to spend significant funds and/or reduce pricing in order to gain market share. TBHC’s competitors, many of which are larger and have substantially greater financial and other resources than TBHC, include HomeGoods, HomeSense, Walmart, World Market, Crate & Barrel, Williams-Sonoma, Inc., Hobby Lobby, At Home, Target, eBay, Amazon and Wayfair. TBHC’s stores and its www.kirklands.com website also compete with the ever-increasing number of internet retail websites offering home décor merchandise. The availability of home décor merchandise from various competitors on the internet could result in increased price competition as TBHC’s customers are more readily able to comparison shop, which could reduce TBHC’s sales, prices and margins and adversely affect TBHC’s results of operations. Further, unanticipated changes in pricing or other practices of TBHC’s competitors, including promotional activity, such as thresholds for free shipping and rapid price fluctuation enabled by technology, may adversely affect TBHC’s performance.

Several of TBHC’s competitors have greater financial, distribution, logistics, marketing and other resources available to them, and they may also be able to adapt to changes in customer requirements more quickly, devote greater resources to the design, sourcing, distribution, marketing and sale of their products, generate greater national brand recognition or adopt more aggressive pricing policies. TBHC’s competitors may also be able to increase sales in their new and existing markets faster than TBHC does by emphasizing different distribution channels than TBHC does.

If TBHC is unable to overcome these potential competitive disadvantages, such factors could have an adverse effect on its business, financial condition and results of operations.

Maintaining, promoting and growing TBHC’s merchandise offering will depend largely on the success of TBHC’s design, merchandising, and marketing efforts and its ability to provide a consistent, high-quality customer experience. If TBHC fails to achieve these objectives, its public image and reputation could be tarnished by negative publicity.

If TBHC’s merchandise offerings do not meet applicable safety standards or customer expectations regarding safety, TBHC could experience lost sales and increased costs and be exposed to legal and reputational risk. All of TBHC’s vendors must comply with applicable product safety laws, and TBHC is dependent on them to ensure that the products TBHC buys comply with all safety standards. Events that give rise to actual, potential or perceived product safety concerns with respect to TBHC’s products could expose TBHC to government enforcement action or private litigation and result in costly product recalls and other liabilities. In addition, negative customer perceptions regarding the safety of the products TBHC sells could cause TBHC’s customers to seek alternative sources for their needs, resulting in lost sales. In those circumstances, it may be difficult and costly for TBHC to regain customer confidence.

Maintaining a good reputation is critical to TBHC’s business. Social media has increased the risk that TBHC’s reputation could be negatively impacted in a short amount of time. If TBHC is unable to quickly and effectively respond to occurrences of negative publicity through social media or otherwise, TBHC may suffer declines in customer loyalty and traffic, vendor relationship issues, diversion of management’s time to respond and other adverse effects, all of which could negatively impact TBHC’s operations, financial results and reputation.

TBHC or BBBY may be unable or unwilling to strictly enforce TBHC’s trademarks or the Kirkland’s or Kirkland’s Home trademarks in each jurisdiction in which it does business. Also, TBHC or BBBY may not always be able to successfully enforce such trademarks against competitors or against challenges by others. A failure by TBHC or BBBY to successfully protect such trademarks could diminish the value and efficacy of TBHC’s brand recognition, harm its rebranding efforts and could cause customer confusion, which could, in turn, adversely affect TBHC’s sales and profitability.

There is an increased focus from U.S. and foreign governmental and nongovernmental authorities and from certain investors, customers, consumers, employees, and other stakeholders concerning corporate citizenship and sustainability matters. From time to time, TBHC announces certain initiatives, including goals regarding its focus areas, which include environmental matters, packaging and waste, responsible sourcing, social investments and inclusion and diversity. TBHC could fail, or be perceived to fail, in its achievement of such initiatives or goals, or TBHC could fail in accurately reporting its progress on such initiatives and goals. Such failures could be due to changes in TBHC’s business. Moreover, the standards by which citizenship and sustainability efforts and related matters are measured are developing and evolving, and certain areas are subject to assumptions, which could change over time. In addition, as the result of such heightened public focus on sustainability matters, TBHC may face increased pressure to provide expanded disclosure, make or expand commitments, set targets, or establish additional goals and take actions to meet such goals, in connection with such matters. TBHC could also be criticized for the scope of such initiatives or goals or perceived as not acting responsibly in connection with these matters. Any such matters, or related corporate citizenship and sustainability matters, could adversely affect TBHC’s business, results of operations, cash flows and financial condition.

TBHC’s business is subject to numerous federal, state and local laws and regulations. TBHC routinely incurs costs in complying with these laws and regulations. TBHC is exposed to the risk that federal, state or local legislation may negatively impact its operations. Changes in product regulations (including changes in labeling or disclosure

requirements), federal or state wage requirements including minimum wage requirements, employee rights (including changes in the process for TBHC’s employees to join a union), health care, social welfare or entitlement programs such as health insurance, paid leave programs, or other changes in workplace regulation or tax laws could adversely impact TBHC’s ability to achieve its financial targets. Changes in other regulatory areas, such as consumer credit, privacy and information security, or environmental regulation may result in significant added expenses or may require extensive system and operating changes that may be difficult to implement and/or could materially increase TBHC’s costs of doing business. Untimely compliance or noncompliance with applicable laws and regulations may subject TBHC to legal risk, including government enforcement action, significant fines and penalties and class action litigation, as well as reputational damage, which could adversely affect TBHC’s results of operations.

Greenhouse gases (“GHG”) may have an adverse effect on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. Global climate change could result in certain types of natural disasters occurring more frequently or with more intense effects. Such events could make it difficult or impossible for TBHC to deliver products to its customers by creating delays and inefficiencies in its supply chain. Following an interruption to TBHC’s business, TBHC could require substantial recovery time, experience significant expenditures to resume operations, and lose significant sales. Further, concern over climate change, including global warming, has led to, and TBHC expects will continue to lead to, legislative and regulatory initiatives directed at limiting GHG emissions around the world. If domestic or international laws or regulations were expanded to require GHG emission reporting or reduction by TBHC or its third-party manufacturers, or if TBHC engages third-party contract manufacturers in countries that have existing GHG emission reporting or reduction laws or regulations, TBHC would need to expend financial and other resources to comply with such regulations and/or to monitor TBHC’s third-party manufacturers’ compliance with such regulations. In addition, TBHC cannot control the actions of its third-party manufacturers or the public’s perceptions of them, nor can it assure that these manufacturers will conduct their businesses using climate change proactive or sustainable practices. Violations of climate change laws or regulations by third parties with whom TBHC does business could result in negative public perception of TBHC and/or delays in shipments and receipt of goods and could subject TBHC to fines or other penalties, any of which could restrict TBHC’s business activities, increase its operating expenses or cause its sales to decline.

Additionally, TBHC’s products are subject to regulation of, and regulatory standards set by various governmental authorities with respect to quality and safety. These regulations and standards may change from time to time. TBHC’s inability to comply on a timely basis with regulatory requirements could result in significant fines or penalties, which could adversely affect TBHC’s reputation and sales. Issues with the quality and safety of merchandise TBHC sells, regardless of TBHC’s culpability, or customer concerns about such issues, could result in damage to TBHC’s reputation, lost sales, uninsured product liability claims or losses, merchandise recalls and increased costs.

The costs and other effects of new legal requirements or changes in existing legal requirements cannot be determined with certainty. Additional laws may directly or indirectly affect TBHC’s production, distribution, packaging, cost of raw materials or fuel, any of which could impact TBHC’s business and financial results. In addition, TBHC’s efforts to comply with existing or new legislation or regulations may increase TBHC’s costs.

TBHC does not control its vendors or the manufacturers that produce the products it buys from them, nor does it control the labor and environmental practices of its vendors and these manufacturers. The violation of labor, safety, environmental and/or other laws and standards by any of TBHC’s vendors or these manufacturers, or the divergence of the labor and environmental practices followed by any of its vendors or these manufacturers from those generally accepted as ethical in the United States, could interrupt, or otherwise disrupt, the shipment of finished products to TBHC or damage its reputation. Any of these, in turn, could have a material adverse effect on TBHC’s reputation, financial condition and results of operations. In that regard, most of the products TBHC sells are manufactured overseas, primarily in China, which may increase the risk that the labor and environmental practices followed by the manufacturers of these products may differ from those considered acceptable in the United States.

Despite TBHC’s best efforts to ensure the quality and safety of the products it sells, TBHC may be subject to product liability claims from customers or penalties from government agencies relating to allegations that the products sold by TBHC are misbranded, contain contaminants or impermissible ingredients, provide inadequate instructions regarding their use or misuse, or include inadequate warnings concerning flammability or interactions with other

substances. Such claims may result from tampering by unauthorized third parties, product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents, or residues introduced during the growing, storage, handling and transportation phases. All of TBHC’s vendors and their products must comply with applicable product and safety laws. TBHC generally seeks contractual indemnification and insurance coverage from its suppliers. However, if TBHC does do not have adequate insurance or contractual indemnification available, such claims could have a material adverse effect on its business, financial condition and results of operation. TBHC’s ability to obtain indemnification from foreign suppliers may be hindered by the manufacturer’s lack of understanding of United States product liability or other laws, which may make it more likely that TBHC be required to respond to claims or complaints from customers as if it were the manufacturer of the products. Even with adequate insurance and indemnification, such claims could significantly damage TBHC’s reputation and consumer confidence in its products. TBHC’s litigation expenses could increase as well, which also could have a materially negative impact on TBHC’s results of operations even if a product liability claim is unsuccessful or is not fully pursued.

TBHC’s business is subject to the risk of litigation by employees, consumers, vendors, competitors, intellectual property rights holders, shareholders, government agencies and others through private actions, class actions, administrative proceedings, regulatory actions or other litigation means. The outcome of litigation, particularly class action lawsuits, regulatory actions and intellectual property claims, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to these lawsuits may remain unknown for substantial periods of time. In addition, certain of these lawsuits, if decided adversely to TBHC or settled by TBHC, may result in liability material to TBHC’s consolidated financial statements as a whole or may negatively affect TBHC’s operating results if changes to TBHC’s business operation are required. The cost to defend future litigation may be significant. There also may be adverse publicity associated with litigation that could negatively affect customer perception of TBHC’s business, regardless of whether the allegations are valid or whether TBHC is ultimately found liable. As a result, litigation may adversely affect TBHC’s business, financial condition, results of operations or liquidity.

In fiscal 2025, approximately 49% of TBHC’s merchandise was purchased through vendors in the United States who either import merchandise from foreign countries or contract with domestic manufacturers, while approximately 51% of TBHC’s merchandise was directly sourced by TBHC from factories in foreign countries. TBHC is subject to the risks involved with relying on products manufactured abroad, particularly to the extent that their effects are passed through to TBHC by TBHC’s vendors or that those risks directly apply to TBHC. These risks include changes in import duties, quotas, loss of “most favored nation” trading status with the United States for a particular foreign country, work stoppages, delays in shipments, first cost price increases, freight cost increases, exchange rate fluctuations, terrorism, public health crises, war, economic uncertainties (including inflation, foreign government regulations and political unrest), trade restrictions (including the United States imposing anti-dumping or countervailing duty orders, safeguards, remedies or compensation and retaliation due to illegal foreign trade practices) and other factors relating to foreign trade, including costs and uncertainties associated with efforts to identify and disclose sources of “conflict minerals” used in products that TBHC causes to be manufactured and potential sell-through difficulties and reputational damage that may be associated with TBHC’s inability to determine that such products are classified as “DRC conflict-free.” If any of these or other factors were to cause a disruption of trade, from the countries in which the suppliers of TBHC’s vendors or its direct suppliers are located, TBHC’s inventory levels may be reduced, or the cost of its products may increase.

TBHC cannot predict the effect that future changes in economic or political conditions in foreign countries may have on its operations. Although TBHC believes that it could access alternative sources in the event of disruptions or delays in supply due to economic, political or health conditions in foreign countries, such disruptions or delays may adversely affect its results of operations unless and until alternative supply arrangements can be made. In addition, merchandise purchased from alternative sources may be of lesser quality or more expensive than the merchandise TBHC currently purchases abroad.

Countries from which TBHC or its vendors obtain these products may, from time to time, impose new or adjust prevailing quotas or other restrictions on exported products, and the United States may impose new duties, quotas and other restrictions on imported products. This could disrupt the supply of such products to TBHC and adversely affect its operations. The United States Congress periodically considers other restrictions on the importation of products obtained for TBHC. The cost of such products may increase for TBHC if applicable duties are raised or import quotas with respect to such products are imposed or made more restrictive.

Approximately 75% of TBHC’s fiscal 2025 merchandise purchases are products manufactured in China. TBHC has developed strategies to try to mitigate the impact of current and potential future tariffs, including collaborative efforts with TBHC’s vendor partners and raising retail prices. There can be no assurance that the imposed tariffs will not be increased, expanded or extended, or that the issues that led the Office of the U.S. Trade Representative to impose the tariffs will be resolved. The impact of these tariffs on current and future fiscal years could have a material adverse effect on TBHC’s cost of goods sold and results of operations.

TBHC continues to evaluate the impact of the currently effective tariffs, including potential future retaliatory tariffs, as well as other recent changes in foreign trade policy on TBHC’s supply chain, costs, sales and profitability. TBHC is working through strategies to mitigate such impact, including working with its vendors and merchants on pricing, raising consumer retail prices and delaying or resourcing purchases of inventory away from countries with the highest tariff rates. Delayed inventory purchases could also lead to inventory shortages impacting the proper timing of seasonal merchandise arriving in stores or online. At this time, it is unknown how long elevated U.S. tariffs on Chinese goods will remain in effect or whether additional tariffs on Chinese goods, or goods from other countries from which TBHC sources its products, will be imposed. The prolonged effect of tariffs on all countries that TBHC sources its products from or the imposition of additional tariffs or other trade barriers could increase TBHC’s costs in certain markets and may make it more difficult for TBHC to acquire, transport and sell its products in some markets or to some customers, which may result in declines in its sales, margins and operating results.

Any disruption in the supply or increase in pricing of TBHC’s merchandise could negatively impact TBHC’s ability to achieve anticipated operating results. TBHC purchases merchandise from approximately 220 vendors, with no vendor representing more than 14% of our purchases during fiscal 2025. Additionally, 69 core vendors accounted for approximately 90% of our merchandise purchases during fiscal 2025. Any disruption in the relationship with TBHC’s core vendors could negatively impact TBHC’s ability to achieve anticipated operating results.

Historically, TBHC has retained its vendors, and it has generally not experienced difficulty in obtaining desired merchandise from vendors on acceptable terms. However, TBHC’s arrangements with these vendors do not guarantee the availability of merchandise, establish guaranteed prices or provide for the continuation of particular pricing practices. TBHC’s current vendors may not continue to sell products to TBHC on current terms or at all, and TBHC may not be able to establish relationships with new vendors to ensure delivery of products in a timely manner or on terms acceptable to TBHC. In addition, a period of unfavorable financial performance may make it difficult for some of TBHC’s vendors to arrange for the financing or factoring of their orders with manufacturers, which could result in TBHC’s inability to obtain desired merchandise from those vendors. TBHC’s future success will depend upon its ability to maintain its existing vendor relationships or to develop new ones, especially as it relates to former BBBY vendors, to supply TBHC with national brand products for any of its future Bed Bath & Beyond, buybuy BABY and Overstock stores.

TBHC may not be able to acquire desired merchandise in sufficient quantities on terms acceptable to it in the future. Also, TBHC’s business would be adversely affected if there were delays in product shipments to TBHC due to shipping difficulties, strikes or other difficulties at TBHC’s principal transport providers or otherwise. TBHC has from time to time experienced delays of this nature. TBHC is also dependent on vendors for assuring the quality of merchandise supplied to TBHC. TBHC’s inability to acquire suitable merchandise in the future or the loss of one or more of its vendors and its failure to replace any one or more of them may harm its relationship with its customers resulting in a loss of net sales.

An important part of TBHC’s efforts to achieve efficiencies, cost reductions and net sales growth is the continued identification and implementation of improvements to TBHC’s planning, logistical and distribution infrastructure and

its supply chain, including merchandise ordering, transportation and receipt processing. In addition, recent increases in energy prices have resulted, and are expected to continue to result, in increased merchandise and freight costs, which cannot readily be offset through higher prices because of competitive factors.

The distribution of products to TBHC’s stores and directly to TBHC’s customers is coordinated through TBHC’s third-party west coast bypass operation, its distribution facility in Jackson, Tennessee and its third-party distribution center in Lancaster, Texas. TBHC depends on the orderly operation of these receiving and distribution facilities, which rely on adherence to shipping schedules and effective management. In 2023, TBHC closed its North Las Vegas, Nevada and Winchester, Virginia e-commerce order fulfillment centers to reduce fixed costs and consolidate its operations.

TBHC makes significant upgrades to its warehouse management software. If these changes or upgrades do not go smoothly or timely, then TBHC could face significant disruptions with its distribution process and incur excess costs related to the upgrades.

In addition, TBHC cannot assure that events beyond its control, such as disruptions due to fire or other catastrophic events, adverse weather conditions, labor disagreements or shipping problems, will not result in delays in the delivery of merchandise to its stores or directly to its customers. TBHC also cannot guarantee that its insurance will be sufficient, or that insurance proceeds will be timely paid to TBHC, in the event that any of its distribution facilities are shut down for any reason.

Any significant disruption in the operations of TBHC’s distribution facilities would have a material adverse effect on TBHC’s ability to maintain proper inventory levels in its stores and satisfy its online orders, which could result in a loss of net sales and net income.

TBHC’s freight cost is impacted by changes in fuel prices through surcharges. Fuel prices and surcharges affect freight costs with respect to both inbound freight from vendors to TBHC’s distribution centers and outbound freight from TBHC’s distribution centers to its stores. Increased fuel prices or surcharges may increase freight costs and thereby increase TBHC’s cost of goods sold.

TBHC receives and maintains certain personal information about its customers and employees in the ordinary course of business. TBHC’s use of this information is regulated at the international, federal and state levels, as well as by certain third parties with whom TBHC contracts for such services. If TBHC’s security and information systems are compromised or TBHC’s business associates fail to comply with these laws and regulations and this information is obtained by unauthorized persons or used inappropriately, it could adversely affect TBHC’s reputation, as well as operations, results of operations, and financial condition and could result in litigation or the imposition of penalties. As privacy and information security laws and regulations change, TBHC may incur additional costs to ensure it remains in compliance. TBHC’s business requires collection of large volumes of internal and customer data, including credit card numbers and other personally identifiable information of its customers in various information systems and those of its service providers. The integrity and protection of customer, employee, and company data is critical to TBHC. If that data is inaccurate or incomplete, TBHC or the store employees could make faulty decisions. Customers and employees also have a high expectation that TBHC and its service providers will adequately protect their personal information. The regulatory environment surrounding information, security and privacy is also increasingly demanding. TBHC’s existing systems may be unable to satisfy changing regulatory requirements and employee and customer expectations, or may require significant additional investments or time to do so. Despite implementation of various measures designed to protect TBHC’s information systems and records, including those TBHC maintains with its service providers, TBHC may be subject to security breaches, system failures, viruses, operator error or inadvertent releases of data. A significant theft, loss, or fraudulent use of customer, employee, or company data maintained by TBHC or by a service provider or failure to comply with the various United States and international laws and regulations applicable to the protection of such data or with Payment Card Industry data security standards could adversely impact TBHC’s reputation and could result in remedial and other expenses, fines, or litigation. A breach in the security of TBHC’s information systems or those of its service providers could lead to an interruption in the operation of its systems, resulting in operational inefficiencies and a loss of profits.

Certain aspects of the business, particularly TBHC’s website, heavily depend on consumers entrusting personal financial information to be transmitted securely over public networks, which increases TBHC’s exposure to cybersecurity risks. TBHC invests considerable resources in protecting the personal information of its customers but is still subject to the risks of security breaches and cyber incidents resulting in unauthorized access to stored personal information. Any breach of TBHC’s cybersecurity measures could result in violation of privacy laws, potential litigation, and a loss of confidence in TBHC’s security measures, all of which could have a negative impact on TBHC’s financial results and its reputation. In addition, a privacy breach or other type of cybercrime or cybersecurity attack could cause TBHC to incur significant costs to restore the integrity of its system, could require the devotion of significant management resources, and could result in significant costs in government penalties and private litigation.

TBHC relies upon existing information systems for operating and monitoring all major aspects of TBHC’s business, including sales, warehousing, distribution, purchasing, inventory control, merchandise planning and replenishment, as well as various financial functions. These systems and TBHC’s operations are vulnerable to damage or interruption from fire, flood and other natural disasters, power loss, computer systems failures, internet and telecommunications or data network failures, operator negligence, improper operation by or supervision of employees, physical and electronic loss of data, misappropriation, computer viruses, malicious attacks and security breaches.

Any disruption in the operation of TBHC’s information technology, the loss of employees knowledgeable about such systems or TBHC’s failure to continue to effectively modify such systems could interrupt TBHC’s operations or interfere with TBHC’s ability to monitor inventory or process customer transactions, which could result in reduced net sales and affect TBHC’s operations and financial performance. TBHC also needs to ensure that its systems are consistently adequate to handle our anticipated growth and are upgraded, as necessary, to meet TBHC’s needs. The cost of any such technology upgrades or enhancements could be significant. If TBHC’s systems are damaged or fail to function properly, TBHC may incur substantial costs to repair or replace them, and may experience loss of critical data and interruptions or delays in TBHC’s ability to manage inventories or process customer transactions, which could adversely affect TBHC’s results of operations.

TBHC also relies heavily on its information technology employees. Failure to meet these staffing needs may negatively affect TBHC’s ability to fulfill its technology initiatives, while impacting TBHC’s ability to maintain its existing systems. TBHC relies on certain vendors to maintain and periodically upgrade many of these systems. The software programs supporting many of TBHC’s systems were licensed to TBHC by independent software developers. The inability of these developers or TBHC to continue to maintain and upgrade these systems and software programs could disrupt or reduce the efficiency of TBHC’s operations if TBHC is unable to convert to alternate systems in an efficient and timely manner. In addition, costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology, or with maintenance or adequate support of existing systems, could also disrupt or reduce the efficiency of TBHC’s operations.

TBHC’s charter authorizes the issuance of “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by the TBHC Board. Accordingly, the TBHC Board is empowered, without shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights that could materially adversely affect the voting power or other rights of the holders of TBHC Common Stock. Holders of TBHC Common Stock do not have preemptive rights to subscribe for a pro rata portion of any capital stock that may be issued by TBHC. In the event of issuance, such preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of TBHC.

TBHC’s charter and bylaws contain certain corporate governance provisions that may make it more difficult to challenge management, deter and inhibit unsolicited changes in control of TBHC and have the effect of depriving its shareholders of an opportunity to receive a premium over the prevailing market price of TBHC Common Stock in the event of an attempted hostile takeover. First, the TBHC charter and bylaws do not generally permit shareholders to call, or require that the board of directors call, a special meeting of shareholders. The TBHC charter and bylaws also limit the business permitted to be conducted at any such special meeting. In addition, Tennessee law permits action to be taken

by the shareholders by written consent only if the action is consented to by holders of the number of shares required to authorize shareholder action and if all shareholders entitled to vote are parties to the written consent. Second, the TBHC bylaws establish an advance notice procedure for shareholders to nominate candidates for election as directors or to bring other business before meetings of the shareholders. Only those shareholder nominees who are nominated in accordance with this procedure are eligible for election as directors of TBHC, and only such shareholder proposals may be considered at a meeting of shareholders as have been presented to TBHC in accordance with the procedure. Finally, the TBHC charter provides that the amendment or repeal of any of the foregoing provisions of the TBHC charter mentioned previously in this paragraph requires the affirmative vote of at least 80% of the voting power of all outstanding capital stock entitled to vote (the “Voting Power”). In addition, the TBHC bylaws provide that the amendment or repeal by shareholders of any bylaws made by the TBHC Board requires the affirmative vote of at least 80% of the Voting Power.

Furthermore, TBHC is subject to certain provisions of Tennessee law, including certain Tennessee corporate takeover acts that are, or may be, applicable to TBHC. These acts, which include the Investor Protection Act, the Business Combination Act and the Tennessee Greenmail Act, seek to limit the parameters in which certain business combinations and share exchanges occur. The TBHC charter, bylaws and Tennessee law provisions may have an anti-takeover effect, including possibly discouraging takeover attempts that might result in a premium over the market price for TBHC Common Stock.

TBHC has benefited from the leadership and performance of its senior management team. TBHC’s success will depend on its ability to retain current senior management members and to attract and retain qualified personnel in the future. Competition for senior management personnel is intense, and there can be no assurances that TBHC will be able to retain our personnel. Additionally, any failure by TBHC to manage a successful leadership transition of an executive officer and to timely identify a qualified permanent replacement could harm TBHC’s business and have a material adverse effect on its results of operations. There can also be no assurance that a reduced or less qualified executive team can suitably perform operational responsibilities.

The success of TBHC’s strategic plans is dependent on its ability to promote and recruit a sufficient number of quality employees in stores, distribution centers and corporate headquarters. TBHC’s workforce costs represent TBHC’s largest operating expense, and TBHC’s business is subject to employment laws and regulations, including requirements related to minimum wage and benefits. In addition, the implementation of potential regulatory changes relating to overtime exemptions and benefits for certain employees under federal and state laws could result in increased labor costs to TBHC’s business and negatively impact its operating results. TBHC cannot be assured that it can continue to hire, train and retain qualified employees at current wage rates since TBHC operates in a competitive labor market, and there is a risk of market increases in compensation.

The success of TBHC’s store strategy depends on its ability to hire, train and retain qualified district managers, store managers and sales associates to support TBHC’s stores. In addition, the time and effort required to train and supervise a large number of new managers and associates due to seasonal hiring practices or excessive turnover may divert resources from existing stores and adversely affect TBHC’s operating and financial performance.

TBHC also depends on hiring qualified personnel at its distribution centers, especially during its peak season in the third and fourth quarters leading up to the holiday selling season. Not being able to hire or find temporary qualified help during this season, could lead to bottlenecks in the supply chain and products not arriving timely in stores or directly to customer homes, which could negatively impact sales.

Low unemployment rates in the United States, rising wages and competition for qualified talent could result in the failure to attract, motivate and retain personnel. This has resulted in higher employee costs, increased attrition and significant shifts in the labor market and employee expectations. TBHC may continue to face challenges in finding and retaining qualified personnel, which could have an adverse effect on results of operations, cash flows and financial condition.

TBHC’s operating results may be adversely affected by severe or unexpected weather conditions. Adverse weather conditions or other extreme changes in the weather, including resulting electrical and technological failures, may disrupt TBHC’s business and may adversely affect its ability to sell and distribute products. Frequent or unusual snow, ice or rainstorms or extended periods of unseasonable temperatures in our markets could adversely affect TBHC’s performance by affecting customer shopping patterns or diminishing demand for seasonal merchandise. For example, extended periods of unseasonably warm temperatures during the winter season or cool weather during the summer season could reduce demand for a portion of TBHC’s inventory and thereby reduce sales and profitability.

On May 20, 2025, a tornado impacted TBHC’s leased Jackson, Tennessee distribution center, causing damage to TBHC’s assets and disruptions to operations, particularly with respect to its e-commerce channel. TBHC maintains insurance policies to cover the repair or replacement of the assets that suffered loss or damage, and is working closely with its insurance carriers to ascertain the full amount of insurance proceeds, net of the deductible on the policies, due to TBHC as a result of the damages and the loss suffered. TBHC’s insurance policies also provide coverage for interruption to the business, including lost profits, and reimbursement for other expenses and costs that have been incurred relating to the damages and losses suffered. In the second quarter of 2025, TBHC incurred expenses of $2.0 million, net of insurance proceeds related to damages caused by the tornado, which included the write-off of damaged inventory which is included as a component of costs of sales in the condensed consolidated statement of operations for the period ended November 1, 2025, and freight to move product to temporary storage facilities and professional fees to secure and repair the site which is recorded as a component of other operating expenses in the condensed consolidated statement of operations. At this time, the full amount of combined property damage and business interruption costs and recoveries cannot be estimated, and accordingly, no additional amounts, including amounts for potential insurance recoveries, have been recorded as of November 1, 2025.

TBHC’s headquarters, store locations, distribution centers and warehouses, as well as certain of its vendors and customers, are located in areas that have been and could be subject to natural disasters such as floods, hurricanes, tornadoes, fires or earthquakes. In addition, TBHC operates in markets that may be susceptible to pandemic outbreaks, war, terrorist acts or disruptive global political events, such as civil unrest in countries in which TBHC’s vendors are located or products are manufactured. TBHC’s business may be harmed if its ability to sell and distribute products is impacted by any such events, any of which could influence customer trends and purchases and may negatively impact net sales, properties or operations. Such events could result in physical damage to one or more of TBHC’s properties, the temporary closure of some or all of our stores or distribution centers, the temporary lack of an adequate work force in a market, temporary or long-term disruption in the transport of goods, delay in the delivery of goods to TBHC’s distribution centers or stores, disruption of technology support or information systems, or fuel shortages or dramatic increases in fuel prices and shipping costs, which increase the cost of doing business. These events also can have indirect consequences such as increases in the costs of insurance if they result in significant loss of property or other insurable damage. Any of these factors, or a combination thereof, could adversely affect TBHC’s operations.

TBHC’s performance is subject to worldwide economic conditions and their impact on levels of discretionary consumer spending. Some of the factors that have had, and may in the future have, an impact on discretionary consumer spending include national or global economic downturns, an increase in consumer debt (and a corresponding decrease in the availability of affordable consumer credit), reductions in net worth based on recent severe market declines, softness in the residential real estate and mortgage markets, changes in taxation, increases in fuel and energy prices, fluctuation in interest rates, low consumer confidence and other macroeconomic factors.

Specialty retail is a cyclical industry that is heavily dependent upon the overall level of consumer spending. Purchases of home décor and furnishings tend to be highly correlated with cycles in consumers’ disposable income and trends in the housing market. A weak retail environment could impact customer traffic in TBHC’s stores and also adversely affect net sales. Because of the seasonality of TBHC’s business, economic downturns or increased sourcing

costs during the last quarter of TBHC’s fiscal year could adversely affect TBHC to a greater extent than if such downturns occurred at other times of the year. As purchases of home décor and furnishings may decline during recessionary periods, a prolonged recession, including any related decrease in consumers’ disposable incomes, may have a material adverse effect on TBHC’s business, financial condition and results of operations.

Should credit markets tighten or turmoil in the financial markets develop, TBHC’s ability to access funds, refinance existing indebtedness, enter into agreements for new indebtedness or obtain funding through the issuance of TBHC’s securities would be adversely impacted.

The impact of any such credit crisis or market turmoil on major suppliers cannot be accurately predicted. The inability of key suppliers to access liquidity, or the insolvency of key suppliers, could lead to their failure to deliver merchandise. Worsening economic conditions could also result in difficulties for financial institutions (including bank failures) and other parties with whom TBHC does business, which could potentially impair TBHC’s ability to access financing under existing arrangements or to otherwise recover amounts as they become due under other contractual arrangements.

Future increases in costs such as the cost of merchandise, shipping rates, freight costs, fuel costs and store occupancy costs may reduce TBHC’s profitability. These cost increases may be the result of inflationary pressures that could further reduce sales or profitability. Increases in other operating costs, including changes in energy prices, wage rates and lease and utility costs, may increase cost of goods sold or operating expenses. Competitive pressures in TBHC’s industry may have the effect of inhibiting TBHC’s ability to reflect these increased costs in the prices of its products and therefore reduce profitability.

The price at which the TBHC Common Stock trades has been and is likely to continue to be highly volatile, and such volatility could expose us to securities class action litigation. The market price of the TBHC Common Stock could be subject to significant fluctuations in response to TBHC’s operating results, general trends and prospects for the retail industry, announcements by competitors, analyst recommendations, TBHC’s ability to meet or exceed analysts’ or investors’ expectations, the condition of the financial markets and other factors. In addition, the stock market in recent years has experienced extreme price and volume fluctuations that often have been unrelated or disproportionate to the operating performance of companies. These fluctuations, as well as general economic and market conditions, may adversely affect the market price of the TBHC Common Stock, notwithstanding TBHC’s actual operating performance.

TBHC has historically experienced, and expects to continue to experience, substantial seasonal fluctuations in net sales and operating results. TBHC believes this is the general pattern typical of its segment of the retail industry and expects that this pattern will continue in the future. Due to the importance of the fall selling season, which includes Thanksgiving and Christmas, the last quarter of TBHC’s fiscal year has historically contributed, and is expected to continue to contribute, a disproportionate amount of TBHC’s net sales, net income and cash flow for the entire fiscal year. Any factors negatively affecting TBHC during the last quarter of TBHC’s fiscal year, including unfavorable economic or weather conditions, could have a material adverse effect on TBHC’s financial condition and results of operations, reducing its cash flow, leaving TBHC with excess inventory and making it more difficult for TBHC to have sufficient working capital to continue operations during the first three quarters of the year or to finance capital requirements.

TBHC’s quarterly results of operations may also fluctuate significantly as a result of a variety of other factors, including the timing of store closings and openings, customer traffic changes, shifts in the timing of certain holidays and competition. Consequently, comparisons between quarters are not necessarily meaningful, and the results for any quarter are not necessarily indicative of future results.

TBHC is subject to the risk of inventory loss and theft. TBHC has experienced inventory shrinkage in the past, and cannot assure that incidences of inventory loss and theft will decrease in the future or that the measures TBHC is taking will effectively reduce the problem of inventory shrinkage. Although some level of inventory shrinkage is an unavoidable cost of doing business, if TBHC was to experience higher rates of inventory shrinkage or incur increased security costs to combat inventory theft, TBHC’s financial condition could be affected adversely.

Efficient inventory management is a key component of TBHC’s business success and profitability. To be successful, TBHC must maintain sufficient inventory levels to meet customers’ demands without allowing those levels to increase to such an extent that the costs to store and hold the goods unduly impacts financial results. If TBHC’s buying decisions do not accurately predict customer trends or purchasing actions, TBHC may have to take unanticipated markdowns to dispose of the excess inventory, which also can adversely impact financial results. Though TBHC attempts to reduce these risks, TBHC cannot assure you that it will be successful in its inventory management, which may negatively impact TBHC’s cash flows and results of operations.

TBHC has established a provision for estimated merchandise returns based upon historical experience and other known factors. If actual returns are greater than those projected by management, additional reductions of revenue could be recorded in the future. Also, to the extent that returned merchandise is damaged, TBHC may not receive full retail value from the resale of the returned merchandise. Introductions of new merchandise, changes in merchandise mix, associate selling behavior, merchandise quality issues, changes to TBHC’s return policy, e-commerce return behavior, changes in consumer confidence, or other competitive and general economic conditions may cause actual returns to exceed the provision for estimated merchandise returns. An increase in merchandise returns that exceeds TBHC’s current provision could negatively impact the business and financial results.

BBBY’s and TBHC’s businesses are and will be subject to the risks described above. In addition, BBBY is, and will continue to be, subject to the risks described in BBBY’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as such risks have been updated or supplemented in BBBY’s subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (excluding any information and exhibits furnished under Item 2.02 or 7.01 thereof), which are filed with the SEC and incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.”

BBBY is an e-commerce expert with a singular focus: connecting consumers with products and services they love. As the owner of the iconic Bed Bath & Beyond, Overstock and buybuy BABY brands, as well as several other brands, BBBY strives to curate an exceptional online shopping experience. BBBY’s suite of premier online retail brands allow BBBY to offer a comprehensive array of products and services, catering to customers in the United States. BBBY’s e-commerce platform, accessible through its mobile app, www.bedbathandbeyond.com, and www.overstock.com (collectively referred to as the “Website”), serves as a gateway for those seeking a diverse array of top-tier, on-trend products that enable its customers to unlock their homes’ potential at competitive prices. From furniture, bedding, and bath essentials to patio and outdoor gear, area rugs, tabletop and cookware, décor, storage and organization solutions, small appliances, and home improvement items – BBBY offers an extensive range of furniture and home furnishings to elevate BBBY’s customers’ living spaces within the four corners of their home and the four corners of their property. BBBY has included its Website addresses only as inactive textual references and does not intend them to be an active link to its Website or incorporate information from its Website into this proxy statement/prospectus.

BBBY, based in Murray, Utah, was founded as a Utah limited liability company in 1997, reorganized as a C corporation in the State of Utah in 1998, and reincorporated in Delaware in 2002. BBBY launched its initial website in March 1999. In November 2023, BBBY changed its corporate name from Overstock.com, Inc. to Beyond, Inc., and transferred the principal listing of its common stock from the Nasdaq Global Market to the New York Stock Exchange.

BBBY’s common stock ceased trading under the ticker symbol “OSTK” on the Nasdaq Global Market at the close of market November 3, 2023 and on November 6, 2023, its common stock began trading under the ticker symbol “BYON” on the New York Stock Exchange.

Effective August 18, 2025, BBBY changed its corporate name to Bed Bath & Beyond, Inc. On August 29, 2025, its common stock ceased trading under the ticker symbol “BYON” and began trading under ticker symbol “BBBY”. BBBY will not distinguish between its prior and current corporate name and will refer to its current corporate name throughout this proxy statement/prospectus.

BBBY’s principal executive offices are located at 433 W. Ascension Way, 3rd Floor, Murray, Utah 84123, and its telephone number is (801) 947-3100.

BBBY is a Delaware corporation, the BBBY Common Stock is listed on the NYSE under the ticker symbol “BBBY” and the BBBY warrants to purchase BBBY Common Stock are listed on the NYSE under the ticker symbol “BBBY WS.”

For more information about BBBY, visit BBBY’s website at https://investors.beyond.com. The information contained on or accessible through BBBY’s website (other than the documents incorporated by reference herein) does not constitute a part of this proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about BBBY is included in the documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.”

Merger Sub was formed by BBBY solely in contemplation of the Merger, has not conducted any business and does not have any assets, liabilities or obligations of any nature other than as set forth in the Merger Agreement. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into TBHC, with TBHC continuing as the surviving corporation. The principal executive offices of Merger Sub are located at 433 W. Ascension Way, 3rd Floor, Murray, Utah 84123, and its telephone number is (801) 947-3100.

TBHC is a specialty retailer of home décor and furnishings in the United States. As of November 1, 2025, we operated a total of 306 stores in 35 states as well as e-commerce websites, www.kirklands.com and www.bedbathandbeyondhome.com. TBHC was founded in 1966, and its current parent corporation, The Brand House Collective, Inc., was initially incorporated in 1981. TBHC aims to provide its customers with an engaging shopping experience characterized by a curated, affordable selection of home décor and furnishings along with inspirational design ideas. TBHC’s principal executive offices are located at 5310 Maryland Way, Brentwood, Tennessee 37027 and its telephone number is (615) 872-4800.

Effective July 25, 2025, TBHC changed its corporate name from “Kirkland’s, Inc.” to “The Brand House Collective, Inc.” On July 29, 2025, TBHC Common Stock ceased trading under the ticker symbol “KIRK” and began trading under ticker symbol “TBHC”. TBHC will not distinguish between its prior and current corporate name and will refer to its current corporate name throughout this proxy statement/prospectus.

TBHC is a Tennessee corporation and TBHC Common Stock is listed on Nasdaq under the ticker symbol “TBHC.” For more information about TBHC, visit TBHC’s website at www.kirklands.com. The information contained on or accessible through TBHC’s website does not constitute a part of this proxy statement/prospectus or any other report or document on file with or furnished to the SEC.

This proxy statement/prospectus is first being mailed on or about January 30, 2026 and constitutes notice of the Special Meeting in conformity with the requirements of the TBCA and TBHC’s bylaws. This proxy statement/prospectus is being provided to TBHC’s shareholders in connection with the solicitation of proxies by the TBHC Board for use at the Special Meeting and at any adjournment thereof. TBHC shareholders are encouraged to read this entire document carefully, including its annexes, for more detailed information regarding the Merger Agreement, the Merger and the other transactions contemplated thereby.

The Special Meeting is scheduled to be held on March 17, 2026, at 9:00 a.m., Central Time at TBHC’s headquarters, 5310 Maryland Way, Brentwood, Tennessee 37027, unless adjourned or postponed to a later date.

The purpose of the Special Meeting is to consider and vote on each of the following proposals, each of which is further described in this proxy statement/prospectus:

TBHC’s shareholders must approve the Merger Proposal as a condition to the completion of the Merger. If TBHC’s shareholders fail to approve the Merger Proposal, the Merger will not occur. In addition, approval of the Merger Proposal requires the affirmative vote of (i) the holders of a majority of the voting power of the outstanding shares of TBHC Common Stock entitled to vote at the Special Meeting on the Merger Proposal and (ii) a majority of the votes cast by the Disinterested Shareholders. The vote to approve the Merger Proposal is separate from the vote to approve the Merger-Related Compensation Proposal or the Adjournment Proposal. Accordingly, a TBHC shareholder may vote to approve the Merger Proposal and vote not to approve the Merger-Related Compensation Proposal or the Adjournment Proposal, and vice versa.

Other than the matters described above, TBHC does not expect a vote to be taken on any other matters at the Special Meeting or any adjournment thereof. However, if any other matters are properly brought before the Special Meeting or any adjournment thereof for consideration, the holders listed on the proxy cards will have discretion to vote on such matters in accordance with their best judgment.

After careful consideration, on November 23, 2025, the TBHC Board unanimously: (a) determined that the Merger is fair to and in the best interests of TBHC and its shareholders; (b) approved and declared advisable the execution and delivery of the Merger Agreement, the performance by TBHC of its covenants and agreements contained therein and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement; and (c) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of TBHC’s shareholders. The TBHC Board unanimously recommends that TBHC shareholders vote:

See “The Merger—Recommendation of the TBHC Board; TBHC’s Reasons for the Merger.”

The Record Date to determine TBHC shareholders who are entitled to receive notice of and to vote at the Special Meeting or any adjournment thereof is January 20, 2026. As of the close of business on the Record Date, there were 22,461,383 shares of TBHC Common Stock issued and outstanding and entitled to notice of and to vote at the Special Meeting.

Each TBHC shareholder is entitled to one vote for each share of TBHC Common Stock such holder owned of record at the close of business on the Record Date with respect to each matter properly brought before the Special Meeting. Only TBHC shareholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Special Meeting.

The list of TBHC shareholders entitled to vote at the Special Meeting will be available at TBHC’s principal executive offices beginning two days after the date hereof until the conclusion of the Special Meeting.

A quorum is required to approve the Merger Proposal and the Merger-Related Compensation Proposal, but not the Adjournment Proposal. As described above, TBHC does not expect there to be any broker non-votes at the Special Meeting.

If you are a TBHC shareholder of record, you may vote at the Special Meeting by proxy through the Internet, by telephone, by mail, or by voting in person at the Special Meeting.

Unless revoked, all duly executed proxies representing shares of TBHC Common Stock entitled to notice of and to vote at the Special Meeting will be voted at the Special Meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions for any proposal, then TBHC officers identified on the proxy will vote your shares consistent with the recommendation of the TBHC Board on such proposal. If you are a TBHC shareholder of record, proxies submitted over the Internet or by telephone as described above must be received by 10:59 p.m., Central Time, on March 16, 2026. Although TBHC offers four different voting methods, TBHC encourages you to submit a proxy to vote either over the Internet or by telephone to ensure that your shares are represented and voted at the Special Meeting.

By executing and delivering a proxy in connection with the Special Meeting, you designate certain TBHC officers identified on the proxy card as your proxies at the Special Meeting. If you deliver an executed proxy card, but do not specify a choice for any proposal properly brought before the Special Meeting, such proxies will vote your shares of TBHC Common Stock on such uninstructed proposal in accordance with the recommendation of the TBHC Board. TBHC does not expect that any matter other than the proposals listed above will be brought before the Special Meeting, and the TBHC bylaws provide that the only business that may be conducted at the Special Meeting are those proposals brought before the Special Meeting pursuant to TBHC’s notice of the Special Meeting.

If you hold your shares of TBHC Common Stock through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee for a proposal, your shares of TBHC Common Stock will not be voted on that proposal because your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the Special Meeting.

If you hold your shares of TBHC Common Stock through a bank, broker or other nominee in “street name” (instead of as a registered holder), you may contact the bank, broker or other nominee where you hold your account if you have questions about obtaining your control number and attending the Special Meeting See “—Attending the Special Meeting.”

Other than with respect to BBBY, who, pursuant to the Merger Agreement, has agreed to vote for the Merger Proposal, any TBHC shareholder giving a proxy has the right to revoke it at any time before the proxy is voted at the Special Meeting. If you are a TBHC shareholder of record, you may revoke your proxy by any of the following actions:

Only your last submitted proxy will be considered. Execution or revocation of a proxy will not in any way affect a TBHC shareholder’s right to attend and vote at the Special Meeting.

Written notices of revocation and other communications relating to the revocation of proxies should be addressed to:

If your shares of TBHC Common Stock are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions.

TBHC is soliciting proxies to provide an opportunity to all TBHC shareholders to vote on the Merger Proposal, the Merger-Related Compensation Proposal and the Adjournment Proposal, whether or not such TBHC shareholders are able to attend the Special Meeting or any adjournment thereof. TBHC will pay all expenses of soliciting proxies from TBHC shareholders. In addition to the solicitation of proxies by mail, TBHC will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of TBHC Common Stock and secure their voting instructions, if necessary. TBHC may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

TBHC has engaged Okapi to assist in the solicitation of proxies for the Special Meeting. TBHC estimates that it will pay Okapi a fee of approximately $50,000, plus reimbursement for certain reasonable, documented out-of-pocket expenses. TBHC also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of TBHC Common Stock. TBHC directors, officers and employees also may solicit proxies by telephone, by electronic means or in person; they will not be paid any additional amounts for soliciting proxies.

If you wish to attend the Special Meeting, you must (a) be a TBHC shareholder of record at the close of business on the Record Date, (b) hold your shares of TBHC Common Stock beneficially in the name of a broker, bank or other nominee as of the Record Date or (c) hold a valid proxy for the Special Meeting.

If you plan to attend and vote at the Special Meeting, TBHC still encourages you to vote in advance by the Internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to attend the Special Meeting. Voting your proxy by the Internet, telephone or mail will not limit your right to attend and vote at the Special Meeting if you later decide to do so.

TBHC shareholders are not entitled to appraisal or dissenters’ rights in connection with the Merger under Section 48-23-102(c) of the TBCA. See “The Merger—No Dissenters’ Rights.”

The SEC has adopted rules that allow a company to deliver a single proxy statement or annual report to an address shared by two or more of its shareholders. This method of delivery, known as “householding,” permits us to realize significant cost savings, reduces the amount of duplicative information shareholders receive, and reduces the environmental impact of printing and mailing documents to you. Under this process, certain shareholders will receive only one copy of our proxy materials and any additional proxy materials that are delivered until such time as one or more of these shareholders notifies us that they want to receive separate copies. Please note that each shareholder will receive a separate proxy card, which will allow each shareholder to vote independently. Any shareholder who objects to or wishes to begin householding may notify Investor Relations, The Brand House Collective, Inc., in writing at 5310 Maryland Way, Brentwood, Tennessee 37027 or by telephone at (615) 872-4800. We will send an individual copy of the proxy statement to any shareholders who revoke their consent to householding within 30 days of our receipt of such revocation.

Some brokers also household proxy materials, delivering a single proxy statement or notice to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

The TBHC Board will appoint an independent inspector of election for the Special Meeting. The inspector of election will, among other matters, determine the number of shares of TBHC Common Stock represented at the Special Meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to TBHC shareholders at the Special Meeting.

If a quorum is present at the Special Meeting but there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or the Merger-Related Compensation Proposal, then TBHC shareholders will be asked to only vote on the Adjournment Proposal.

At any subsequent reconvening of the Special Meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the Special Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Okapi, TBHC’s proxy solicitor for the Special Meeting, at:

TBHC SHAREHOLDERS SHOULD CAREFULLY READ THIS PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, TBHC SHAREHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

At the Special Meeting, TBHC is asking TBHC shareholders to consider and vote upon a proposal to adopt the Merger Agreement, pursuant to which, at the Effective Time, (i) Merger Sub will merge with and into TBHC, with TBHC surviving as a wholly owned subsidiary of BBBY and (ii) each share of TBHC Common Stock issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive 0.1993 shares of BBBY Common Stock, plus cash in lieu of any fractional shares of BBBY Common Stock that otherwise would have been issued.

After careful consideration, the TBHC Board unanimously: (a) determined that the Merger is fair to and in the best interests of TBHC and its shareholders; (b) approved and declared advisable the execution and delivery of the Merger Agreement, the performance by TBHC of its covenants and agreements contained therein and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement; (c) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of TBHC’s shareholders and (d) recommended that TBHC shareholders adopt the Merger Agreement.

The TBHC Board unanimously recommends that TBHC shareholders vote “FOR” the Merger Proposal.

The Merger and a summary of the terms of the Merger Agreement are described in more detail under “the Merger” and “the Merger Agreement,” and TBHC shareholders are encouraged to read the full text of the Merger Agreement, which is attached as Annex A hereto.

Assuming a quorum is present at the Special Meeting, approval of the Merger Proposal requires the affirmative vote of (i) the holders of a majority of the voting power of the outstanding shares of TBHC Common Stock entitled to vote at the Special Meeting on the Merger Proposal and (ii) a majority of the votes cast by the Disinterested Shareholders. Accordingly, an abstention on the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal generally, but will not have any effect on the outcome of the Disinterested Shareholder vote. In addition, any shares not present or represented by proxy (including due to the failure of a TBHC shareholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have the same effect as a vote “AGAINST” the Merger Proposal generally, but will not have any effect on the outcome of the Disinterested Shareholder vote. It is a condition to the completion of the Merger that TBHC shareholders approve the Merger Proposal.

TBHC is providing its shareholders with the opportunity to cast a vote, on an advisory (non-binding) basis, to approve the compensation payments that may be paid or become payable by TBHC to its named executive officers, as determined in accordance with Item 402(t) of Regulation S-K, in connection with the Merger as disclosed in the section entitled “Interests of TBHC’s Directors and Executive Officers in the Merger—Merger-Related Compensation” (also referred to as golden parachute compensation), as required by Section 14A of the Exchange Act.

Through this proposal, TBHC is asking its shareholders to indicate their approval, on an advisory (non-binding) basis, of the compensation that TBHC’s named executive officers will or may be eligible to receive in connection with the Merger as described in the sections of this proxy statement/prospectus referred to above.

The TBHC Board unanimously recommends that TBHC shareholders vote “FOR” the Merger-Related Compensation Proposal.

You should carefully review the merger-related compensation information disclosed in the sections of this proxy statement/prospectus referred to above. The TBHC Board unanimously recommends that TBHC shareholders approve the following resolution:

The vote on the Merger-Related Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal. Accordingly, you may vote to approve the Merger Proposal and vote not to approve the Merger-Related Compensation Proposal and vice versa. Because the vote on the Merger-Related Compensation Proposal is advisory only, it will not be binding on either TBHC or BBBY. Accordingly, if the Merger Proposal is approved and the Merger is completed, the compensation payments that are contractually required to be paid by TBHC to its named executive officers will or may be paid or become payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of TBHC shareholders on the Merger-Related Compensation Proposal.

Assuming a quorum is present, the affirmative vote of a majority of the votes cast at the Special Meeting is required to approve, on an advisory (non-binding) basis, the Merger-Related Compensation Proposal. Accordingly, an abstention on the Merger-Related Compensation Proposal will be counted for purposes of determining the presence of a quorum, but will not have any effect on the outcome of the vote.

The Special Meeting may be adjourned to another time and place if necessary or appropriate in order to permit the solicitation of additional proxies if there are insufficient votes to approve the Merger Proposal.

TBHC is asking TBHC shareholders to vote in favor of any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to TBHC shareholders.

The TBHC Board unanimously recommends that TBHC shareholders approve the Adjournment Proposal.

Whether or not a quorum is present at the Special Meeting, the affirmative vote of a majority of the votes cast on this proposal must be voted “FOR” the approval of the Adjournment Proposal. Accordingly, any shares not present or represented by proxy (including due to the failure of a TBHC shareholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Adjournment Proposal. An abstention on the Adjournment Proposal will be counted for purposes of determining the presence of a quorum, but will not have any effect on the outcome of the vote.

The following is a description of material aspects of the Merger. While BBBY and TBHC believe that the following description covers the material terms of the Merger, the description may not contain all of the information that is important to you. You are encouraged to read carefully this entire proxy statement/ prospectus, including the text of the Merger Agreement attached as Annex A hereto, for a more complete understanding of the Merger. In addition, important business and financial information about BBBY is contained or incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.”

BBBY, TBHC and Merger Sub have entered into the Merger Agreement, which provides, among other things, that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into TBHC, with TBHC surviving as a wholly owned subsidiary of BBBY.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time of the Merger, each share of TBHC Common Stock issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive 0.1993 shares of BBBY Common Stock, plus cash in lieu of any fractional shares of BBBY Common Stock that otherwise would have been issued. Outstanding equity awards will be eligible to receive Merger Consideration in accordance with the terms of TBHC’s Amended and Restated 2002 Equity Incentive Plan and the Merger Agreement.

The Exchange Ratio is fixed, which means that it will not change between the date hereof and the Effective Time, regardless of whether the market price of BBBY or TBHC Common Stock changes. Therefore, the value of the Merger Consideration will depend on the closing price of BBBY Common Stock on the trading day immediately prior to the closing date of the Merger. The market price of BBBY Common Stock has fluctuated since the date of the announcement of the Merger Agreement and is expected to continue to fluctuate from the date of this proxy statement/prospectus to the date of the Special Meeting, through the date the Merger is completed and thereafter. The market price of BBBY Common Stock, when received by TBHC shareholders in connection with the Merger, could be greater than, less than or the same as the market price of BBBY Common Stock on the date of this proxy statement/prospectus or at the time of the Special Meeting. Accordingly, you should obtain current market quotations for BBBY and TBHC Common Stock before deciding how to vote on any of the proposals described in this proxy statement/prospectus. BBBY Common Stock is traded on the NYSE under the symbol “BBBY” and TBHC Common Stock is traded on the Nasdaq under the symbol “TBHC.”

The following chronology summarizes the key events and meetings that led to the signing of the Merger Agreement. Throughout the timeline addressed below, TBHC held many conversations, directly and through its representatives, with various parties, both by teleconference and in-person, about strategic alternatives for TBHC including a potential acquisition transaction. The chronology below covers only the key events leading up to the Merger Agreement and rationale for the Merger and does not purport to catalogue every conversation among the members of the TBHC Board, TBHC’s management team and other representatives of TBHC and other parties.

From time to time, the TBHC Board and TBHC’s senior management have evaluated potential transactions relating to TBHC’s business, including prospects for alternative financing structures and strategic uses of capital, all with a view toward enhancing shareholder value. The TBHC Board periodically receives financial updates from TBHC’s senior management and discusses the strategic direction of TBHC.

The TBHC Board’s consideration and recommendation of the approval of the Merger is the result of the TBHC Board’s efforts to maximize shareholder value and the ultimate culmination of a strategic review that the TBHC Board initiated in May 2024. Throughout the events described below, the TBHC Board was kept regularly informed of developments.

From 2010 through 2019, TBHC operated profitably and ended each fiscal year with material positive cash balances and working capital. During 2019, a shift in inventory focus to include larger home furnishings and a revised product mix met with poor consumer demand and TBHC reported a significant net loss for fiscal 2019. Nevertheless, like many home goods retailers, TBHC experienced a significant rebound in sales and profitability throughout fiscal years 2020 and 2021 as consumer spending focused on home furnishing and décor during the COVID-19 pandemic.

During the years following the substantial increase in sales that TBHC had experienced during the early stages of the COVID-19 pandemic, two factors affected TBHC. First, TBHC made decisions about capital expenditures in this environment of increased sales. Second, as time progressed, TBHC found that the increased levels of sales were not being sustained. Therefore, TBHC did not have the levels of net income it anticipated to support its capital needs. Given this circumstance, TBHC needed to seek out additional sources of capital and since the environment in which it was seeking that capital was a declining level of sales, and an environment in which TBHC’s two principal competitors had filed for bankruptcy, that additional capital was not available on favorable terms that would support TBHC’s longer-term working capital requirements.

In January 2024, TBHC entered into a credit agreement with Gordon Brothers Group (“Gordon Bros.”) that provided a $12.0 million, “first-in, last-out” delayed-draw asset-based term loan to provide TBHC with additional working capital. The credit agreement with Gordon Bros. is further described in TBHC’s Current Report on Form 8-K filed with the SEC on January 26, 2024, and exhibits thereto, including a press release published on the same day.

In April 2024, TBHC engaged in initial conversations with Consensus, an investment banking firm specializing in consumer-facing companies, to serve as financial advisor to TBHC in identifying opportunities to refinance the Gordon Bros. debt, as well as to assist and advise TBHC in the pursuit and evaluation of potential strategic opportunities to support TBHC and its initiatives, which included a material equity or debt financing transaction or a sale of TBHC.

In May 2024, TBHC formally retained Consensus. TBHC provided Consensus with information and materials that enabled Consensus to analyze TBHC’s business, finances, assets and capital structure. In the following months, Consensus performed detailed financial analysis and with support of TBHC management prepared materials for prospective transaction parties. Consensus also developed a list of prospective financing or acquisition parties based on its knowledge of potential investors and operators within the home retail industry. The TBHC Board and Consensus also considered whether TBHC could reasonably raise equity capital through the public markets. However, given TBHC’s relatively small market cap, declining revenue base, negative operating income and accumulating net losses, the TBHC Board, in consultation with Consensus, determined it was unlikely that TBHC would be able to access public equity markets.

In May 2024, TBHC also began discussions with legal advisors at Bass, Berry & Sims PLC (“Bass Berry”) to counsel TBHC in connection with the efforts being undertaken by Consensus. TBHC also provided certain information to and consulted with both Bass Berry and an external bankruptcy advisor regarding potential restructuring alternatives.

On May 24, 2024, a significant beneficial owner of TBHC Common Stock submitted a letter to TBHC, urging the TBHC Board to consider strategic alternatives.

In June 2024, the TBHC Board and Consensus discussed potential strategic transactions involving TBHC. Subsequent to such discussions, the TBHC Board met to review and approve the strategic transaction marketing process proposed by Consensus, and authorized Consensus to solicit third party interest with respect to participation in a strategic transaction, including both control or non-control investments.

Following TBHC Board approval, beginning in late June 2024, Consensus began contacting prospects and soliciting interest for potential strategic transactions involving TBHC.

On July 14, 2024, Consensus engaged in a conversation with Marcus Lemonis, Executive Chairman of BBBY, and informed him of TBHC’s exploration of strategic alternatives, and identified BBBY as a potential strategic ally that could benefit from TBHC’s over 300-store U.S. footprint, customer file, and merchandising and retail expertise, and that BBBY would also bring complementary scale and expertise, particularly in the digital and e-commerce channels.

On July 16, 2024, TBHC and BBBY entered into a mutual non-disclosure agreement (the “NDA”) in order to exchange confidential information and engage in further negotiations regarding a potential transaction.

In late July 2024, Consensus informed the TBHC Board that BBBY had expressed interest in TBHC because BBBY owned strong retail intellectual property and well-known e-commerce sites but did not have retail stores and store operating competency, and it felt this would be necessary to establishing (or re-establishing, in the case of Bed Bath & Beyond) an omnichannel presence. Consensus, on behalf of TBHC, and representatives from BBBY, including Mr. Lemonis, began to negotiate a framework for a potential transaction that would involve a junior secured loan facility funded by BBBY, an equity investment, and strategic operating agreements that would provide for cross-collaboration

between the parties whereby TBHC would test and operate Bed Bath & Beyond and other retail concepts owned by BBBY within its retail store locations, and BBBY would sell and source merchandise from TBHC’s stores and retail sourcing channels. TBHC would pay BBBY a collaboration fee based on a defined percentage of certain revenue categories.

By August 2024, Consensus had contacted over seventy-five parties about investing in or acquiring TBHC, including strategic parties within the retail and home goods sectors, as well as numerous financial sponsors. Twenty parties executed confidentiality agreements and conducted active due diligence regarding a potential investment or acquisition of TBHC. Consensus conducted detailed discussions with both strategic and financial prospects about the potential for investment or acquisition transactions. Certain of these parties communicated to Consensus that they had undertaken similar capital focused initiatives in response to the same market headwinds as TBHC was then facing and would not be able to consider any strategic transaction with TBHC at that time. Other parties expressed interest in acquiring some or all of TBHC’s assets, but only in the form of a transaction involving a bankruptcy or liquidation proceeding. Only BBBY’s proposal presented both an investment in TBHC as a going concern and an opportunity for new and enhanced revenue channels. As a result of this strategic process, BBBY emerged as a leading party for a potential financing and strategic transaction, as the TBHC Board determined that alternatives proposed by other parties were unlikely to result in potential benefits to TBHC shareholders.

Throughout the month of August 2024, TBHC, BBBY, and their respective legal advisors at Bass Berry and Latham & Watkins LLP (“Latham”), and Consensus engaged in extensive negotiations regarding terms for a strategic transaction in which BBBY would invest $25.0 million in the form of subordinated debt and common equity, and in which the parties would enter into a collaboration agreement and other arrangements providing for a strategic partnership between the two companies. On August 23, 2024, the parties executed a term sheet with respect to the proposed strategic transaction and agreed to an initial thirty (30)-day period of exclusivity to complete the negotiation of definitive documents, which period would continue for an additional thirty (30) days if the parties were continuing to work toward definitive documentation.

Throughout the months of September and October 2024, the parties and their advisors, including Mr. Lemonis, Consensus, Bass Berry and Latham, continued to negotiate and finalize the terms and documents of the proposed strategic transaction with BBBY. Material terms that were the focus of negotiations included the applicable share purchase price for BBBY’s investment, the nature and scope of standstill and share transfer restrictions that BBBY would agree to, the mutual covenants and obligations that would support the parties’ collaborative efforts, as well as the applicable collaboration fees. Throughout the negotiations, the TBHC Board was regularly informed and received regular reports from TBHC management and Bass Berry. The TBHC Board and TBHC management continued to evaluate BBBY’s proposal in the light of TBHC’s capital requirements and other available alternatives, including potential transactions involving a restructuring or liquidation of the business, which the TBHC board determined were unlikely to yield any return or benefit to TBHC shareholders.

On October 13, 2024, the TBHC Board met with management and Bass Berry to consider for approval the negotiated terms and definitive documents. The TBHC Board weighed the material advantages of the proposed BBBY transaction, including access to capital and expanded strategic initiatives involving the widely recognized Bed Bath & Beyond brand, as well as potential disadvantages of the BBBY transaction, including having a large shareholder that would have the ability to influence future TBHC activities, as well as the potential limitations to TBHC’s net operating loss carryforward tax assets that could result from a material change to TBHC’s outstanding share ownership. On balance, and with due consideration of fiduciary obligations to TBHC shareholders, the TBHC Board believed that the potential advantages outweighed the potential disadvantages of the BBBY transaction, and that in light of all opportunities, the BBBY transaction represented the best outcome for TBHC shareholders reasonably available. The TBHC Board believed that by providing TBHC with both a strategic financing and collaborative partner, as well as potential new sources of revenue through the sale of licensed brands and products, the transactions proposed by BBBY would result in the greatest benefits to TBHC shareholders among available alternatives. The TBHC Board approved the BBBY transaction and directed TBHC management and Bass Berry to finalize the remaining terms.

On October 21, 2024, TBHC and its subsidiaries entered into a $17.0 million Term Loan Credit Agreement (as amended, restated, amended and restated, or otherwise modified, the “BBBY Term Loan Facility”), consisting of (i) an $8.5 million term loan, convertible into TBHC Common Stock at a price of $1.85 per share upon subsequent shareholder approval and subject to the terms of the BBBY Term Loan Facility and (ii) an additional $8.5 million term loan.

Substantially simultaneously with the execution of the BBBY Term Loan Facility, TBHC and BBBY entered into the Subscription Agreement (the “Subscription Agreement”). Subject to TBHC shareholder approval and subject to the terms of the Subscription Agreement, BBBY also committed to invest an additional $8 million in cash through the purchase of shares of TBHC Common Stock at a price of $1.85 per share (together with the conversion of convertible loan, the “BBBY Investment Transaction”).

At that time, the parties also entered into a collaboration agreement with BBBY (the “Collaboration Agreement”), which agreement outlined the parties’ intentions to collaborate on numerous operating arrangements, including joint marketing activities, e-commerce support and consulting provided by BBBY to TBHC, the sale of TBHC’s products on e-commerce platforms operated by BBBY, including Bed Bath & Beyond and Overstock.com, TBHC’s exclusive operating rights for neighborhood format Bed Bath & Beyond retail store locations under a licensing agreement, TBHC selling Bed Bath & Beyond branded merchandise in existing TBHC stores and other collaboration arrangements. Under the Collaboration Agreement, TBHC agreed to pay BBBY a quarterly collaboration fee equal to 0.25% of TBHC quarterly retail and e-commerce revenue starting in the first fiscal quarter of fiscal year 2025 for the remaining seven-year term of the Collaboration Agreement. TBHC also agreed to pay BBBY an incentive fee equal to 1.5% of TBHC’s incremental growth in e-commerce revenue during the term of the Collaboration Agreement.

In connection with the Collaboration Agreement, TBHC also entered into a trademark license agreement with BBBY (the “Trademark License Agreement”), which granted TBHC the exclusive license to operate small format, neighborhood brick-and-mortar retail stores and “Shops-within-a-Shop” locations under licensed BBBY-owned trademarks. TBHC agreed to pay royalty fees as a percentage of net store sales generated under the Bed Bath & Beyond banner during the term of the Collaboration Agreement, with fixed guaranteed minimum royalty during the term of the Collaboration Agreement.

The collaboration transactions were announced by press release on October 21, 2024, and are further described in TBHC’s Current Report on Form 8-K filed with the SEC on October 21, 2024, and exhibits thereto, including a copy of the foregoing press release. Subject to TBHC shareholder approval, the BBBY Investment Transaction was expected to be completed in December 2024.

By mid-December, greater than 90% of the proxies submitted by TBHC shareholders were voted “For” the approval of the BBBY Investment Transaction. At that time, however, the proxies that had been submitted represented less than the majority of the total shares outstanding as of the record date needed under applicable law and TBHC’s bylaws to constitute a quorum for the conduct of business at the special meeting.

On December 19, 2024, TBHC announced that the special shareholder meeting scheduled for December 23, 2024, would be convened as scheduled but adjourned to a later date in order to allow for additional time to satisfy applicable quorum requirements necessary for the conduct of business at the special meeting.

On December 23, 2024, the special meeting of was convened and adjourned in accordance with TBHC’s bylaws due to an absence of a quorum and was set to be re-convened with respect to all proposals on February 5, 2025.

During the weeks that followed, BBBY informed TBHC that it was conducting financial analyses for a potential business combination between the two companies, including the evaluation of potential synergies. At the TBHC Board’s direction, Consensus engaged in multiple conversations with Mr. Lemonis, and Bass Berry and Latham also discussed the potential for, and timelines related to, a potential acquisition of TBHC by BBBY. TBHC also provided additional due diligence under the NDA and TBHC management participated in conversations with BBBY and its financial advisors. However, BBBY did not make an actionable proposal at that time.

On February 5, 2025, at the re-convened special meeting of TBHC’s shareholders, a quorum was obtained and the BBBY Investment Transaction was approved by the requisite vote of TBHC’s shareholders. The BBBY Investment Transaction was completed the same day and BBBY invested $8.0 million in TBHC for the purchase of 4,324,324 shares of TBHC Common Stock. As a result of the BBBY Investment Transaction, BBBY acquired approximately 40% of TBHC’s outstanding shares of TBHC Common Stock. The results of the special meeting of shareholders and the closing of the BBBY Investment Transaction were further described in TBHC’s Current Report on Form 8-K filed with the SEC on February 5, 2024, and exhibits thereto, including a press release published the same day.

Throughout the first half of 2025, representatives from each of TBHC, including Amy Sullivan, TBHC’s President, Chief Executive Officer and director, and Consensus, and BBBY engaged in occasional discussions regarding potential merger scenarios, but none of these discussions advanced beyond preliminary concepts. The parties also focused keenly on the execution of operational collaboration under the Collaboration Agreement, with the first of the planned store conversions to open in late summer 2025.

In the spring of 2025, TBHC continued to experience liquidity challenges, including as a result of tariff-related uncertainty. These liquidity challenges also resulted in restrictions in borrowing availability under TBHC’s senior secured credit facility with Bank of America (such credit facility, documented by the Third Amended and Restated Credit Agreement, dated March 31, 2023, by and among TBHC, its subsidiaries and Bank of America, N.A (as administrative agent, collateral agent, and as a lender), as amended, further amended and restated, or otherwise modified, the “BofA Facility”). It also became apparent that TBHC’s independent auditor’s report with respect to its audit for TBHC’s fiscal year 2024 would include an explanatory paragraph regarding TBHC’s ability to continue as a going concern, which would result in an event of default under its credit facilities with Bank of America and BBBY as well as credit challenges with its principal vendors for the purchase of inventory.

During March and April of 2025, at the TBHC Board’s direction, representatives of TBHC continued to explore and discuss potential strategic alternative transactions and financing opportunities with potential counterparties. Through March 2025, TBHC undertook various efforts to seek additional financing, including from BBBY, as well as relief under the BofA Facility.

During this time, TBHC also engaged in conversations with Consensus regarding TBHC liquidity concerns. Consensus conducted multiple calls with Mr. Lemonis during this period discussing with him the potential for a business combination with BBBY or further investment by BBBY in TBHC. While various conversations were held during this period to discuss potential business combinations and proposed synergies, BBBY did not make a proposal to acquire TBHC.

In early April, Ms. Sullivan engaged in discussions with two parties regarding potential strategic take-private transactions that could involve one or both of such parties, and could include BBBY as an additional strategic party in such a transaction. At the same time, TBHC received a proposal from BBBY to acquire TBHC’s “Kirkland’s” brand and brand-related intellectual property (the “Kirkland’s IP”).

By late April 2025, while the aforementioned take-private discussions had continued, it became apparent that the proposals discussed with alternate parties were unlikely to materialize without a material third party capital source and neither alternative party would be able to execute on a defined timeline that would provide any anticipated benefit to TBHC shareholders. As a result, TBHC focused its attention on leveraging credit terms with vendors and ensuring it could maintain compliance with senior secured lender. At the same time, TBHC’s discussions with BBBY had developed into an actionable plan in which BBBY would (i) provide incremental term loan debt under the BBBY Term Loan Facility which would be convertible into shares of TBHC Common Stock, (ii) amend the outstanding term loans to allow them to be convertible into shares of TBHC Common Stock, and (iii) secure an option to purchase the Kirkland’s IP at a future time.

On May 2, 2025, TBHC filed its annual report and Form 10-K with respect to its 2024 fiscal year. As anticipated, TBHC’s independent auditor’s report with respect to its audit for TBHC’s fiscal year 2024 included an explanatory paragraph regarding TBHC’s ability to continue as a going concern, which resulted in an event of default under its credit facilities with Bank of America and BBBY. TBHC, together with its advisors Consensus and Bass Berry, continued to negotiate with BBBY and Latham regarding the terms and documents for a revised BBBY Term Loan Facility.

The TBHC Board continued to receive regular updates throughout this time regarding all such discussions, including the key terms of negotiations and conditions that would be required by any potential financing counter party, including BBBY.

Through numerous conversations and negotiations between the parties and their representatives, with support and input from the TBHC Board, TBHC and BBBY reached preliminary agreements regarding a revised financing arrangement that would include a $5.2 million expansion of the BBBY Term Loan Facility in order to strengthen TBHC’s financial position and provide flexibility for general working capital purposes and support for TBHC’s updated store conversion strategy.

In addition, TBHC and BBBY would agree to expand the scope of BBBY-licensed brands to include the exclusive license to develop and operate Bed Bath & Beyond Home and buybuy BABY stores within the neighborhood format

retail footprint; enhanced collaborative efforts to maximize synergies, reduce costs and improve collaborative efficiencies to drive improved operating results; a modified collaboration fee from 0.25% of all revenues to 0.50% of brick-and-mortar retail revenues only to capture expanded branding opportunity and an elimination of the previously agreed 3.0% licensed brand royalty; and amendments to the BBBY investor rights agreements to provide BBBY the right to add a third director nominee to the TBHC Board in the event that BBBY owns more than 50% of the outstanding capital stock of TBHC, and to remove standstill, voting and transfer restrictions that limited BBBY’s ability to take certain actions with respect to its ownership of TBHC Common Stock. The transactions would also include a purchase agreement whereby TBHC agreed to sell to BBBY the Kirkland’s IP for $5 million at the election of BBBY and subject to the consent of Bank of America (the “IP Purchase Agreement”).

On May 4, 2025, the TBHC Board met with management and Bass Berry to consider and evaluate the BBBY amended financing proposals and related document amendments, including the removal of standstill, voting and transfer restrictions, which BBBY had confirmed would be a condition to any further extension of financing. In light of all opportunities reasonably available to TBHC, with due consideration of fiduciary obligations to TBHC shareholders, the TBHC Board authorized the BBBY amended financing proposals and related document amendments and directed TBHC management and Bass Berry to finalize the applicable documents and terms.

On May 7, 2025, TBHC and its subsidiaries entered into that certain Amended and Restated Term Loan Credit Agreement (the “Amended and Restated BBBY Term Loan Facility”) with BBBY, which amended and restated the BBBY Term Loan Facility. The Amended and Restated BBBY Term Loan Facility (i) provided BBBY the right to convert all outstanding loans under the BBBY Term Loan Facility immediately prior to the effectuation of the Amended and Restated BBBY Term Loan Facility into TBHC Common Stock, and (ii) established a new $5.2 million term loan, in each case, that are convertible into shares of TBHC Common Stock at a price equal to the closing price on Nasdaq on the day prior to the date on which a conversion election is made, up to a number of shares equal to 19.90% of the outstanding number of shares of TBHC Common Stock as of May 7, 2025 (the “Conversion Limit”), so long as BBBY does not hold more than 65% of the total outstanding number of shares of TBHC Common Stock after giving effect to such conversion (for so long as obligations under the BofA Facility were outstanding); provided that any such conversion to shares of TBHC Common Stock over the Conversion Limit would be subject to Nasdaq shareholder approval. An amendment to the BofA Facility was also entered into at this time permitting the amendments to the BBBY Term Loan Facility and waiving the audit-related event of default under TBHC’s senior secured credit facility described above. The May 7, 2025, transactions and definitive agreements are further described in TBHC’s Current Report on Form 8-K filed with the SEC on May 12, 2025, and exhibits thereto, including a joint press release published by the parties on the same day. On May 14, 2025, Consensus’s engagement agreement expired by its terms (though it contained a one-year fee tail and was subsequently reinstated in conjunction with the Merger).

During May 2025, Mr. Lemonis, on behalf of BBBY, engaged in various discussions with members of the TBHC Board indicating his intent to nominate two directors to the TBHC Board in accordance with BBBY’s nomination rights under its investor rights agreements with TBHC as further described in BBBY’s Form Schedule 13D/A filed with SEC on May 9, 2025, and exhibits thereto. Mr. Lemonis and members of the TBHC Board also discussed the composition of the TBHC Board generally and potential changes to the TBHC Board structure.

On June 2, 2025, the TBHC Board met to discuss and consider the BBBY proposals. On that same day, Susan S. Lanigan, then a member of the TBHC Board, informed TBHC that she did not intend to stand for reelection at the TBHC 2025 Annual Meeting of Shareholders, scheduled to be held on July 24, 2025 (the “2025 Annual Meeting”).

On June 3, 2025, Latham communicated to Bass Berry that BBBY intended to nominate two new directors in accordance with its rights under the investor rights agreements with TBHC and that BBBY desired to see additional composition changes to the TBHC Board, as well as continuing its discussions with members of the TBHC Board regarding potential changes to the TBHC Board. TBHC acknowledged BBBY’s concerns. On the same day, TBHC received BBBY’s formal nominations of Steve “Woody” Woodward, TBHC’s former Chief Executive Officer and a prior member of the TBHC Board, and Tamara Ward, a prior Chief Operating Officer of Camping World and a prior executive at Good Sam to serve on the TBHC Board. The nomination letter was disclosed and a copy filed with TBHC’s Current Report on Form 8-K filed with the SEC on June 6, 2025.

On June 4, 2025, Charlie Pleas, III, then a member of the TBHC Board, informed TBHC that he did not intend to stand for reelection at the 2025 Annual Meeting.

On June 6, 2025, the TBHC Board again met to evaluate and consider the transition of the TBHC Board, including the BBBY nominees and other identified new director candidates. On June 7, 2025, the TBHC Board interviewed the

two BBBY nominees and two other director candidates: Neely Tamminga, a former senior research analyst at Piper Jaffray & Co. and the co-founder of Distill, a strategic advisory firm; and Eric Schwartzman, a seventeen-year veteran of the legacy Bed Bath & Beyond business and other consumer retail focused businesses. The TBHC Board determined that Mr. Woodward and Ms. Ward were acceptable BBBY nominees and that Ms. Tamminga and Mr. Schwartzman should be considered as additional nominees at the upcoming annual meeting of shareholders. In the days that followed, representatives of TBHC, TBHC Board members, and BBBY and its representatives continued to discuss a transition plan for the TBHC Board.

On June 15, 2025, the TBHC Board again met and authorized the appointment of each of Mr. Woodward, Ms. Ward, Ms. Tamminga, and Mr. Schwartzman to the TBHC Board, to be effective June 24, 2025, concurrent with the resignation of each of the then-serving independent directors. Ms. Sullivan would continue as a member of the TBHC Board. Each of the new directors would be nominated for election at the 2025 Annual Meeting and, with the exception of Mr. Woodward, was determined to be independent by the TBHC Board.

On July 24, 2025, at the 2025 Annual Meeting, TBHC shareholders approved a declassification of the TBHC Board, and elected each of the newly appointed directors to a full term. The shareholders also approved the change to the name of TBHC from “Kirkland’s, Inc.” to “The Brand House Collective, Inc.”

On August 8, 2025, the first Bed Bath & Beyond store conversion opened in Brentwood, Tennessee, achieving national media attention. The success of the store conversion indicated to TBHC and BBBY that the store conversion strategy could be successful and should be accelerated.

Following the launch of the first store conversion to Bed Bath & Beyond, TBHC and BBBY continued to discuss ways in which the store conversion efforts could be accelerated. As a result of these discussions, the parties explored various avenues of potential additional financing, including an expansion of the existing BBBY Term Loan Facility and the exercise of the purchase option under the IP Purchase Agreement. The parties also began renewed discussions regarding a potential merger of the two companies.

On August 12, 2025 and August 13, 2025, Ms. Sullivan and Mr. Lemonis met to discuss results with vendors and ongoing challenges related to payment terms due to TBHC’s operation as a standalone entity.

On August 15, 2025, Ms. Sullivan and Mr. Lemonis met to discuss the (i) timeline and approach regarding the conversion of the Nashville, Tennessee area Kirkland’s brand stores and (ii) ongoing real estate review.

Throughout the remainder of August and the first two weeks of September, representatives of TBHC, as well as Consensus and Bass Berry, engaged in negotiations with BBBY and Latham, as well as Bank of America and its counsel, regarding an expansion to the BBBY Term Loan Facility that would include new delayed-draw term loan availability as well as the execution of the Kirkland’s IP purchase right under the IP Purchase Agreement.

During the weeks of August 25 through September 8, the parties and their respective counsel engaged in drafting and negotiation of definitive agreements related to the foregoing transactions. During this time, there were also high-level discussions regarding a future potential acquisition transaction, though no definitive proposals were made by BBBY.

On August 26, 2025, Ms. Sullivan, Andrea Courtois, TBHC’s Chief Financial Officer and Mr. Lemonis met to discuss store conversion costs, capital requirements and TBHC’s liquidity status.

On August 28, 2025, TBHC management, Consensus and the TBHC Board chair discussed timing considerations regarding TBHC’s liquidity concerns and possible strategies in general terms.

On September 5, 2025, Ms. Sullivan and Mr. Lemonis discussed various topics, including potential organizational synergies and real estate matters related to store conversions, as well as liquidity matters and ongoing negotiations regarding incremental financing.

On September 15, 2025, as a result of the above discussions and following negotiations and drafting of definitive documents, TBHC and its subsidiaries entered into an amendment to the Amended and Restated BBBY Term Loan Facility which provided for a new delayed-draw term loan in the aggregate original principal amount of up to $20.0 million (the “DDTL Facility”), which BofA had required in connection with providing its consent to the consummation of transactions contemplated by the IP Purchase Agreement. The proceeds of the DDTL Facility are convertible into shares of TBHC Common Stock in accordance with the terms of the Amended and Restated BBBY Term Loan Facility.

TBHC and BBBY also entered into an amendment to the IP Purchase Agreement to amend the applicable purchase price from $5.0 million to $10.0 million. TBHC then completed the sale of the Kirkland’s IP to BBBY at the revised purchase price of $10.0 million, which was funded to TBHC on September 15, 2025. The parties also entered into certain amendments to the Collaboration Agreement and intellectual property license agreements to reflect that the Kirkland’s IP would now be owned by BBBY.

TBHC also entered into an amendment to the BofA Facility in order to permit the foregoing BBBY transactions and to revise the change of control ownership limitation with respect to BBBY from 65% to 75% of the outstanding TBHC Common Stock in the event BBBY elected to purchase additional shares of TBHC Common Stock or convert outstanding indebtedness under the BBBY Term Loan Facility. The September 15, 2025, transactions and definitive agreements are further described in TBHC’s Current Report on Form 8-K filed with the SEC on September 15, 2025, and exhibits thereto.

On September 16, 2025, TBHC announced the foregoing transactions with BBBY, including the sale of the Kirkland’s IP by press release, a copy of which was filed with TBHC’s Current Report on Form 8-K filed with the SEC on September 15, 2025. TBHC also announced plans to open five additional Bed Bath & Beyond Home stores in the greater Nashville market in fiscal 2025 and the intent to convert all Kirkland’s Home stores into Bed Bath & Beyond stores over the next twenty-four (24) months.

By this time, TBHC understood that BBBY was evaluating internally an acquisition of TBHC and potential synergies, though no proposal had been made.

On September 24, 2025, Consensus joined a regularly scheduled quarterly board meeting by video conference to provide their view on TBHC’s liquidity options. The TBHC Board also discussed the potential for an acquisition transaction, whether involving BBBY or another third party, and the requisite processes and timelines that would be involved.

From September 29, 2025 to September 30, 2025, Ms. Sullivan met with a TBHC vendor to discuss ongoing challenges related to payment terms due to TBHC’s operation as a standalone entity.

From October 1, 2025 to October 2, 2025, members of the TBHC Board visited the Nashville, Tennessee area to visit various store locations.

On October 3, 2025, BBBY contacted Consensus to discuss the possibility of an acquisition of the TBHC stock not owned by BBBY pursuant to a stock-for-stock transaction. BBBY suggested in this call that BBBY might exchange each share of TBHC Common Stock for a fixed value payable in BBBY Common Stock. During this call, BBBY discussed fixing the value of TBHC stock at $1.63 per share, which was equivalent to its closing price on September 30, 2025, and implied a 0.1665 exchange ratio taking into account the then-applicable market closing price of BBBY of $9.79 per share. Consensus inquired into BBBY’s willingness to make an all-cash offer, but BBBY said that BBBY was only interested in an equity exchange so that the combined businesses could retain a maximum cash balance in which to pursue strategic growth initiatives, including (among other things) the conversion of TBHC stores to the Bed Bath & Beyond Home store concept. Consensus then requested that BBBY consider offering a premium to TBHC’s stock price. BBBY indicated it was not inclined to do so, stating that TBHC’s stock price already reflected a market premium over its inherent value due to BBBY’s strategic involvement and the perceived access to its capital.

In addition to other customary and usual financial and structural terms, BBBY’s proposal was conditioned on TBHC accelerating the closure of money-losing stores that were not expected to be converted into Bed Bath & Beyond or other rebranded locations, and to accelerate the liquidation of inventory determined not to be utilized in a go-forward store conversion plan. BBBY’s proposal also contemplated that Bank of America would provide a commitment letter in regard to a re-financing of TBHC’s existing credit facility or that it would continue in place. BBBY’s proposal did not contemplate that BBBY would be required to repay the facility as a condition to closing.

On October 5, 2025, the TBHC Board convened a special meeting to discuss and consider the most recent BBBY proposal which had been delivered orally by BBBY. The TBHC Board consulted with Consensus and Bass Berry regarding strategic alternatives, and the probability of additional parties who would be interested in making a competitive proposal to acquire TBHC. Because of the exhaustive process conducted by Consensus to seek a strategic partner in 2024 as well as the current ownership level of BBBY and TBHC’s continued challenging financial performance, TBHC determined not to conduct another separate process in 2025 to identify a strategic partner other than BBBY. The TBHC Board authorized Consensus to continue discussions with BBBY to seek additional details and to confirm BBBY’s intent and actionable timeline. Ms. Sullivan, as a result of her potential conflict of interest in any

future business combination involving BBBY given her expected continuing role with TBHC, determined to recuse herself from any material negotiations with BBBY regarding a potential acquisition transaction. The TBHC Board also considered whether to designate an independent committee of the TBHC Board for purposes of reviewing and approving any proposed transaction with BBBY. However, given the small size of the TBHC Board and limited tenure of TBHC Board members other than Ms. Sullivan, it was determined that the TBHC Board would continue to operate both as an entire board, as well as in independent director sessions, with respect to the review and potential approval of such a transaction.

On October 6, 2025, Consensus confirmed in writing the proposal previously delivered by Mr. Lemonis orally.

On October 9, 2025, the TBHC Board convened a special meeting, inclusive of Consensus and Bass Berry, to further discuss and evaluate the BBBY proposal. The TBHC Board authorized Consensus and TBHC’s management to pursue a more detailed and actionable proposal from BBBY, including clarity around (i) potential exchange ratios for purposes of a stock-for-stock merger, (ii) store closures and (iii) inventory liquidation requirements. The THBC Board also directed management to assess the working capital needs to effect such proposal while continuing to undertake store conversions during a pre-closing period, as well as how BBBY planned to address the BofA Facility, whether by assumption of such indebtedness or a refinancing, in order to obtain Bank of America’s requisite consent to the proposed transaction.

On October 11, 2025, BBBY informed Consensus that the BBBY Board had authorized BBBY’s management to pursue further discussions and negotiations regarding a potential merger transaction.

Throughout the following weeks, representatives from TBHC and BBBY engaged in more detailed conversations and negotiations regarding a potential stock-for-stock merger transaction. Bass Berry and Latham also engaged in discussions regarding certain potential terms, including requisite shareholder approval of any business combination transaction involving BBBY and the need to obtain financing commitments from Bank of America or another bank regarding TBHC’s outstanding debt.

On October 19, 2025, the TBHC Board convened a special meeting, inclusive of Consensus and Bass Berry to further discuss and evaluate the BBBY proposal. Consensus updated the TBHC Board on recent discussions with Mr. Lemonis as well as communications with Bank of America. The TBHC Board also discussed with Consensus whether other parties, including those that participated in merger and take private conversations with TBHC and Consensus previously would be interested in participating in or pursuing a strategic transaction with TBHC at this juncture and concluded that TBHC’s recent financial performance and dire liquidity situation made any such conversations unlikely to result in an actionable proposal and potentially damaging to TBHC’s vendor relationships should potential counterparties not honor confidentiality agreements.

On October 23, 2025, Latham communicated to Bass Berry that it was beginning to work on a draft Merger Agreement and intended to deliver a draft in the coming days.

On October 23 and 24, 2025, BBBY delivered a detailed due diligence agenda and document request for financial projections and analysis.

On October 24, 2025, Consensus, Mr. Lemonis and Ms. Sullivan met with representatives of Bank of America to discuss the proposed BBBY merger transaction and the potential for Bank of America to engage with BBBY and TBHC to provide an amended and restated asset-based credit facility to fund store conversions and operations in a hypothetical post-merger scenario. Bank of America indicated orally that it would consider participating in a five-year amended revolving credit facility following a potential transaction, subject to review of consolidated projections and negotiation of other terms and conditions.

Throughout the week of October 26, 2025, the parties continued to engage in conversations and negotiations regarding the proposed merger transaction.

On October 30, 2025, Latham delivered to Bass Berry an initial draft of the Merger Agreement.

Over the course of the following week, Latham and Bass Berry exchanged drafts of the Merger Agreement and ancillary documents. Discussions were also held with outside counsel to Bank of America to discuss the receipt of Bank of America’s consent to the transaction and whether the bank would be able to provide a commitment letter concurrent with the signing of a Merger Agreement with respect to a post-merger credit facility. Discussions also focused on working capital requirements for TBHC during a pre-merger period taking into account potential store liquidations and decreased borrowing base under the BofA Facility that would occur as a result.

On November 4, 2025, various conference calls were convened among all parties, including Bank of America and its outside counsel. Over the days that followed, it became apparent that while Bank of America was supportive of the combined companies, it would not be able to provide a binding commitment letter for a post-merger facility until it had received consolidated pro-forma financial diligence and completed customary underwriting, which, while in process, had not been completed.

On November 6, 2025, TBHC and Consensus met with BBBY to discuss TBHC’s interim financing needs, taking into account BBBY’s proposed store closures and conversion acceleration and the impact such activities would have on TBHC liquidity.

Over the following weeks, the parties continued to negotiate and exchange drafts of the Merger Agreement and ancillary documents, including amendments to the BBBY Term Loan Facility and a form of Bank of America consent letter. During this period, key issues negotiated with respect to the Merger Agreement included representations and warranties, covenants related to the conduct of the TBHC’s and BBBY’s respective businesses prior to closing, the non-solicitation covenant, debt financing obligations and the extent to which a refinancing of the senior secured credit facility would be a condition to closing, and if so, the applicable termination rights of each party. The parties also negotiated (i) a covenant from BBBY to support and vote for the transaction, (ii) the required thresholds for the shareholder approval and (iii) the effects of termination, including the amount of the termination fee (based on a percentage of the transaction’s equity value (excluding for the purposes of such calculation equity already owned by BBBY and its affiliates)) and the circumstances under which the termination fee would be payable to BBBY. The parties also evaluated potential conflicts of interest given BBBY’s investment in TBHC and TBHC Board nominees, and considered the appropriate voting standards for approval of the proposed merger to ensure fairness to TBHC shareholders.

Consensus also continued to have conversations with representatives of BBBY regarding merger price and effective exchange ratio. BBBY’s representatives expressed concern over the challenges that continued to face TBHC, including its recent financial performance and capital shortfalls, and indicated BBBY may propose an exchange ratio that reflected a discount to the then-current TBHC Common Stock price. Consensus, with direction of the TBHC Board, continued to negotiate for an exchange ratio that took into account prevailing market prices, and would include a trailing average stock price of both companies given the market volatility affecting both parties’ stocks.

The parties also continued to negotiate with Bank of America regarding proposed terms for a post-merger amendment and restatement of the existing credit facility, as well as working capital requirements and the extent to which BBBY would commit to funding any working capital requirements that arose during the pre-closing period.

The parties also continued to engage in due diligence review, including legal and financial diligence of the respective parties.

The TBHC Board received regular updates from TBHC management, Consensus and Bass Berry regarding the status and scope of these discussions and negotiations.

On November 14, 2025, Bass Berry and Consensus provided an update to the TBHC Board regarding the status of negotiations and definitive agreements. Key outstanding topics included requirements for Bank of America’s consent, interim financing requirements, a voting commitment from BBBY, the requisite shareholder approval thresholds and the applicable exchange ratio. Consensus also updated the TBHC Board with respect to its ongoing financial analysis in preparation for the delivery of its fairness opinion.

On November 18, 2025, BBBY confirmed that it would fund $10.0 million of the DDTL Facility concurrent with the execution of a Merger Agreement and increase the unfunded commitments under the DDTL Facility by $10.0 million for a total outstanding commitment of $30.0 million.

On November 18, 2025, Bank of America, through its outside counsel, delivered a form of engagement letter with respect to a senior asset-based revolving credit facility of $90,000,000 to Kirkland’s Stores, Inc., TBHC’s operating subsidiary, and certain of its subsidiaries upon and subject to the terms and conditions set forth in this engagement letter and other terms to be negotiated. While the engagement letter was non-binding, TBHC believed that it indicated Bank of America’s interest in entering into an amended-and-extended credit agreement with the parties contemporaneously with the closing the Merger.

In the days that followed, Bass Berry and Latham worked to finalize the Merger Agreement and BBBY Term Loan Facility-related documents. A form of amendment to the BofA Facility was also negotiated and finalized which

consented to the execution of the Merger Agreement, the funding of the additional financing from BBBY and other amendments. Notably, Bank of America did not consent to the consummation of the proposed merger, but provided verbal assurance that it intended to engage in good faith negotiations with BBBY and TBHC with regard to an amended and restated credit facility on market terms with respect to a post-merger entity consistent with the previously provided engagement letter. The parties also continued to engage in due diligence review, including legal and financial diligence of the respective parties, and counsel discussed the disclosure schedules to the draft Merger Agreement in an effort to finalize them.

On November 20, 2025, Consensus met with Mr. Lemonis to negotiate the exchange ratio for TBHC Common Stock in the Merger. They agreed that both parties would take back to their respective boards of directors the proposal to use an exchange ratio applying a volume weighted average price for each company over the thirty trading days prior to and including November 20. This negotiation resulted in a 0.1993 fixed exchange ratio for TBHC shareholders under the Merger Agreement, which was ultimately approved by each of TBHC’s and BBBY’s board of directors.

On November 21, 2025, the TBHC Board convened a special meeting to discuss the status of the proposed merger transaction with BBBY. Consensus delivered its financial analysis and fairness opinion presentation. The TBHC Board reviewed the process for pursuing strategic alternatives, including the steps taken and considered from the beginning of the 2024 process until November 21, 2025. Bass Berry and Consensus reviewed with the TBHC Board the details of the process conducted over that time, including the number of potential strategic and financial parties approached, and the content of discussions and negotiations with interested parties. The TBHC Board also considered that TBHC had successfully negotiated a “fiduciary out” provision in the Merger Agreement, which would permit TBHC to terminate the Merger Agreement to accept a superior proposal with the payment of a termination fee that the TBHC Board determined was in a customary market range in the event such a proposal materialized.

Representatives of Consensus and Bass Berry updated the TBHC Board on the finalization of the transaction documents and summarized the terms and conditions. Consensus also delivered its fairness opinion to the TBHC Board orally, which was later confirmed in writing, that, based upon and subject to the various assumptions, qualifications, limitations and other matters set forth in its fairness opinion, and the matters considered and limitations, qualifications and conditions on the review undertaken in connection therewith, as of November 21, 2025, the merger consideration to be received by the holders of TBHC Common Stock, other than Consensus or its affiliates, pursuant to the Merger Agreement was fair, from a financial point of view, to such holders of TBHC Common Stock. Among other factors, Consensus noted to the TBHC Board its belief that TBHC’s equity had little to no value from a financial point of view as of the date of Consensus’s opinion, and that TBHC’s stock price likely reflected the prospects of an acquisition by, or a long-term turnaround funded with resources from, BBBY. Consensus noted that BBBY has unique reasons to acquire TBHC (its desire for a store fleet, retail workforce in place, enhanced store merchandising competency, etc.), and this industrial logic may have contributed to the markets assuming BBBY would either: (i) acquire the remaining shares of TBHC Common Stock not currently owned by BBBY or (ii) continue to support TBHC financially for the foreseeable future. However, in the absence of an acquisition or BBBY’s continued financial support, TBHC faced a substantial risk of a near-term default on its senior secured credit facility and the prospect of liquidation.

TBHC Board members engaged in extended discussions and deliberations regarding the Merger Agreement and details of the proposed transaction. The TBHC Board then authorized and directed Bass Berry to finalize all remaining definitive documents consistent with the terms discussed, and agreed to reconvene once final documents were prepared for approval.

After the TBHC Board meeting, overnight on November 21 continuing until November 23, Latham and Bass Berry finalized the disclosure schedules and the Merger Agreement as directed by the TBHC Board. Documents related to the BBBY Term Loan Facility amendments and the form of consent and amendment from Bank of America were also finalized and delivered.

On November 23, 2025, BBBY communicated to TBHC that the BBBY Board had approved the transaction and the Merger Agreement.

On November 23, 2025, the TBHC Board reconvened with Bass Berry to consider the Merger Agreement and related transactions for approval. After further deliberations, the members of the TBHC Board, after due consideration of its fiduciary duties under applicable law, resolved by a unanimous vote of the independent members of the TBHC Board, a unanimous vote of the non-executive members of the TBHC Board, and a unanimous vote of all members of the TBHC Board, that the Merger Agreement and the other agreements contemplated by any of the foregoing (collectively, the “transaction agreements”) and the transactions contemplated thereby (collectively, the “Merger”),

were approved and declared advisable, fair to, and in the best interests of TBHC and its shareholders, and the form, terms, provisions, and conditions of the transaction agreements were adopted and approved, and the consummation of the Merger was approved. The TBHC Board recommended, subject to the ability of TBHC to make an Adverse Recommendation Change (as defined in and subject to the conditions set forth in the Merger Agreement) pursuant to and in accordance with the Merger Agreement, that the shareholders of TBHC approve the Merger Agreement and the transactions contemplated thereby.

On November 24, 2025, Consensus delivered in writing its fairness opinion which had previously been delivered orally.

Later that day, following receipt of Bank of America’s consent with respect to the execution of the Merger Agreement, the Merger Agreement was executed by BBBY and TBHC. The parties also entered into an amendment to the Amended and Restated BBBY Term Loan Facility, pursuant to which the DDTL Facility was increased from $20.0 million to $30.0 million. Concurrently with the amendment, BBBY funded $10.0 million of the DDTL Facility.

On November 25, 2025, before the opening of trading on the Nasdaq and NYSE, respectively, TBHC and BBBY issued a joint press release announcing the execution of the Merger Agreement. The Merger Agreement and financing related transactions and definitive agreements are further described in TBHC’s Current Report on Form 8-K filed with the SEC on November 25, 2025, and exhibits thereto.

In evaluating the Merger Agreement and the Merger, the TBHC Board regularly consulted with TBHC’s senior management, its outside legal advisor, Bass Berry, and its financial advisor, Consensus.

In reaching its decision that, as of November 23, 2025, the Merger, according to the terms of the Merger Agreement, is advisable, fair to, and in the best interest of TBHC and its shareholders, and in reaching its recommendation that the shareholders approve the Merger and the Merger Agreement, the TBHC Board considered a number of factors, including the following material factors and benefits of the Merger, which the TBHC Board viewed as supporting its recommendation:

The TBHC Board also considered a variety of uncertainties and risks in its deliberations concerning the Merger Agreement and the Merger, including the following:

The foregoing discussion of the factors considered by the TBHC Board is not intended to be exhaustive, but does set forth the principal factors considered by the TBHC Board. The members of the TBHC Board collectively reached the unanimous conclusion to approve the Merger and the Merger Agreement in light of the various factors described above and other factors that each member of the TBHC Board deemed relevant. In view of the wide variety of factors considered by the members of the TBHC Board in connection with their evaluation of the Merger and the complexity of these matters, the TBHC Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. The TBHC Board made its decision based on the totality of information presented to and considered by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

The TBHC Board unanimously recommends that you vote “FOR” the Merger Proposal. The TBHC Board also recommends that you vote “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal.

In considering the recommendation of the TBHC Board with respect to adoption of the Merger Agreement, TBHC shareholders should note that TBHC directors and executive officers have certain interests in the Merger that may be different from, or in addition to, the interests of shareholders of TBHC generally. The TBHC Board was aware of these interests and considered them, among other matters, in approving the Merger and the Merger Agreement. For more information, please see the section titled “The Merger—Interests of TBHC’s Directors and Executive Officers in the Merger.”

The TBHC Board has engaged Consensus as the TBHC Board’s financial advisor in connection with the proposed Merger. In connection with this engagement, the TBHC Board requested that Consensus render an opinion to the TBHC

Board regarding the fairness, from a financial point of view, to the holders of shares of TBHC Common Stock (other than BBBY, Merger Sub and their affiliates) of the Merger consideration provided for in the Merger Agreement. On November 21, 2025, at a meeting of the TBHC Board held to evaluate the Merger, Consensus rendered an oral opinion, which was confirmed by delivery of a written opinion dated November 24, 2025, to the TBHC Board to the effect that, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in its opinion, the Merger consideration provided for in the Merger Agreement was fair, from a financial point of view, to the holders of shares of TBHC Common Stock (other than BBBY, Merger Sub and their affiliates).

The full text of Consensus’s written opinion, dated November 24, 2025, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken, is attached to this proxy statement/prospectus as Annex B and is incorporated by reference herein in its entirety. The description of Consensus’s opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Consensus’s opinion. Consensus’s opinion and advisory services were intended for the benefit and use of the TBHC Board (in its capacity as such) in connection with its evaluation of the Merger consideration from a financial point of view and did not address any other terms, aspects or implications of the Merger. Consensus’s opinion did not constitute a recommendation as to the course of action that TBHC (or the TBHC Board or any committee thereof) should pursue in connection with the Merger or otherwise address the merits of the underlying decision by TBHC to engage in the Merger, including in comparison to other strategies or transactions that might be available to TBHC or which TBHC might engage in or consider. Consensus’s opinion does not constitute advice or a recommendation to any securityholder or other person as to how to vote or act on any matter relating to the Merger or otherwise.

Consensus’s opinion reflected and gave effect to Consensus’s general familiarity with TBHC and BBBY and the industries in which TBHC and BBBY operate as well as information that Consensus received during the course of its assignment, including information provided by the management of TBHC in the course of discussions relating to the Merger as more fully described below. In arriving at its opinion, Consensus did not make an independent evaluation or appraisal of the properties, assets and liabilities (including any contingent, derivative or off-balance sheet assets or liabilities) of TBHC or BBBY (or any other party to the Merger), or any of their respective subsidiaries, and Consensus was not provided with any such evaluation or appraisal, other than two chain-wide inventory appraisals conducted on behalf of TBHC’s senior secured lender by an independent, nationally recognized inventory appraisal specialist in March 2025 and October 2025, respectively. Further, Consensus did not study, and was not provided access to non-public information about, BBBY’s non-retail assets, specifically its blockchain investments, and therefor Consensus expressed no opinion on their value.

In arriving at its opinion, Consensus, among other things:

In rendering its opinion, Consensus relied upon and assumed, with TBHC’s consent and without independent verification, the accuracy and completeness of all the financial, accounting, legal, tax, regulatory and other data, material and other information provided to, discussed with or reviewed by Consensus. Consensus also relied upon the assurances of TBHC’s management that they were not aware of any facts or circumstances that would make such information inaccurate or misleading.

With respect to the TBHC projections and Merger synergies provided to and examined by Consensus, which Consensus was directed to utilize for purposes of its analyses and opinion, it should be noted that projecting future results and synergies of any company or business combination is inherently subject to uncertainty. However, Consensus was advised by TBHC management, and Consensus assumed, that such TBHC projections and Merger synergies were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of TBHC’s and BBBY’s management. At TBHC’s direction, Consensus further assumed that the TBHC projections and Merger synergies provide a reasonable basis on which to evaluate TBHC and the Merger. Consensus assumed no responsibility for, and expressed no opinion as to, any such TBHC projections or Merger synergies or the assumptions on which they were made.

Consensus also assumed that the Merger and the other transactions contemplated by the Merger Agreement qualify as a tax-free reorganization for U.S. federal income tax purposes and would be consummated as described in the Merger Agreement. With TBHC’s consent, Consensus did not study the possible impact of the availability and treatment of certain tax attributes of TBHC, and Consensus assumed for purposes of its analysis that the tax attributes reflected in the TBHC projections are valid and achievable. Consensus also did not study the impact of new corporate tax laws on the TBHC projections and assumed for purposes of its analysis that the TBHC projections properly account for the current state of tax law and that TBHC’s tax status would not change over the life of TBHC projections.

Consensus did not express any opinion as to any tax or other consequences that might result from the Merger, or any legal, tax, regulatory, accounting, insurance, executive compensation, environmental or other similar matters (and Consensus relied, at TBHC’s direction, upon the assessments of other representatives of TBHC as to such matters). Consensus’s opinion only addressed the fairness, from a financial point of view, to the holders of shares of TBHC Common Stock (other than BBBY, Merger Sub and their affiliates) of the Merger consideration pursuant to the Merger Agreement. Consensus did not express any view on, and its opinion did not address, any other term, aspect or implication of the Merger Agreement or the transactions contemplated thereby or any term, aspect or implication of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with such transactions, including: the form, structure or any other portion or aspect of the Merger; the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of TBHC, BBBY or any other party (other than the holders of shares of TBHC Common Stock in the manner set forth in Consensus’s opinion); whether or not TBHC, BBBY or any other party to the Merger Agreement is receiving or paying reasonably equivalent value in the Merger; the fairness of any portion or aspect of the Merger to any one class or group of TBHC’s, BBBY’s or any other party’s security holders or other constituents vis-a-vis any other class or group of TBHC’s, BBBY’s or such other party’s security holders or other constituents or the fairness of the allocation of any consideration amongst or within classes or groups of security holders or other constituents; or the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation or consideration payable to, or received by, any advisors, managers, officers, directors or employees of any party to the Merger, any class of such persons or any other party (including any creditors), relative to the Merger consideration or otherwise. Consensus also did not express any opinion as to the prices at which the TBHC Common Stock or BBBY Common Stock will trade at any time or as to the impact of the transactions contemplated by the Merger Agreement on the solvency, creditworthiness or fair value of TBHC, BBBY or any other participant in the Merger, or the ability of any such party to pay their respective obligations when they come due.

Further, Consensus’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Consensus as of, the date of its opinion. It should be understood that subsequent developments may affect the conclusion expressed in Consensus’s opinion and that Consensus assumes no responsibility for updating, revising, reaffirming or withdrawing its opinion based on circumstances, developments or events occurring after the date of such opinion. As the TBHC Board was aware, the credit, financial and stock markets have experienced significant volatility, and Consensus expressed no opinion or view as to any potential effects of such volatility on TBHC, BBBY or the Merger.

Consensus assumed, on advice of TBHC, that representations and warranties made by TBHC, BBBY and Merger Sub in the Merger Agreement and the related agreements were and will be true and correct in all respects material to Consensus’s analysis, that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger would be obtained within the constraints contemplated in the Merger Agreement and without any adverse effect on (or incremental expense to) TBHC, BBBY or any other party to the Merger Agreement, or on the expected benefits of the Merger in any way meaningful to Consensus’s analysis, and that the Merger would be consummated in accordance with the terms of the Merger Agreement without any waiver, modification or amendment of any material term, condition or agreement thereof, the effect of which would be in any way meaningful to Consensus’s analysis. In addition, Consensus assumed, with TBHC’s consent, that the final executed Merger Agreement would not differ from the draft reviewed by Consensus in any respect meaningful to its analyses or opinion. It should be noted that, as of the date of Consensus’s opinion, TBHC and BBBY did not have (and as of the date of this proxy statement/prospectus, TBHC and BBBY do not have) a commitment letter from a lender to amend-and-extend or refinance TBHC’s existing credit facility, and that because TBHC does not have adequate capital to refinance this indebtedness independently, a new or amended credit facility from one or more lenders (or an election by BBBY to repay such indebtedness as contemplated by the Merger Agreement) is a condition to closing the Merger.

In connection with its opinion, Consensus performed a variety of financial and comparative analyses, including those described below. The summary of the analyses below and certain factors considered is not a comprehensive description of all analyses undertaken or factors considered by Consensus. The preparation of a financial opinion or analysis is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion and analyses are not readily susceptible to summary description. Consensus arrived at its opinion based on the results of all analyses undertaken and assessed as a whole and did not draw in isolation conclusions from or with regard to any one factor or method of analysis. Accordingly, Consensus believes that the analyses and factors summarized below must be considered as a whole and in context. Consensus further believes that selecting portions of the analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses and factors, could create a misleading or incomplete view of the processes underlying Consensus’s analyses and opinion.

In performing its financial analyses, Consensus considered industry performance, general business and economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of TBHC and BBBY. No company, business or transaction reviewed is identical or directly comparable to TBHC or BBBY, their respective businesses or the Merger and an evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions reviewed. The estimates of the future performance of TBHC and BBBY underlying Consensus’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by such analyses. These analyses were prepared solely as part of Consensus’s analysis of the fairness, from a financial point of view, of the Merger consideration and were provided to the TBHC Board in connection with the delivery of Consensus’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the assumptions and estimates used in, and the reference ranges resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as the views of Consensus regarding the actual value of TBHC and BBBY.

Consensus did not recommend that any specific consideration constituted the only appropriate consideration in the Merger. The type and amount of consideration payable in the Merger was determined through negotiations between TBHC and BBBY, rather than by any financial advisor, and was approved by the TBHC Board. The decision of TBHC to enter into the Merger Agreement was solely that of the TBHC Board. Consensus’s opinion and analyses were only

one of many factors considered by the TBHC Board in its evaluation of the proposed Merger and the Merger consideration and should not be viewed as determinative of the views of the TBHC Board or management with respect to the Merger or the consideration provided for in the Merger.

The summary of the financial analyses described in this section entitled “—Financial Analysis” is a summary of the material financial analyses discussed with the TBHC Board and provided to it by Consensus in connection with its opinion, dated November 24, 2025. The summary set forth below is not a comprehensive description of all analyses and discussions with the TBHC Board undertaken by Consensus in connection with its opinion, nor does the order of the analyses in the summary below indicate that any analysis was given greater weight than any other analysis (except as otherwise stated). The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Consensus, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Consensus. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Consensus. Future results may differ from those described and such differences may be material. Except as otherwise noted, financial data utilized for TBHC in the financial analyses described below were based on certain internal financial forecasts (including the TBHC projections), estimates and other financial and operating data relating to TBHC provided to or discussed with Consensus by the management of TBHC, referred to in this section as the “TBHC financial information.”

In connection with reviewing and considering the financial analyses performed by Consensus, it should be noted that TBHC has, since October 2024, become reliant on BBBY for cash infusions, and since February 2022, TBHC has reported cumulative negative operating income of over $100 million (unadjusted). In the absence of the Merger or similar transaction, if BBBY were to cease funding TBHC’s losses (and/or in the absence of a materially positive shift in the home goods market), TBHC would require new third-party capital to continue operating. As noted in the section of this proxy statement/prospectus entitled “The Merger — Background of the Merger”, Consensus’s 2024 process to seek new capital for TBHC or explore a sale of the business produced only one party willing to invest in TBHC as a going concern (BBBY).

Further, in the absence of the Merger or similar transaction, there is a material risk that TBHC’s current senior secured lender, which has previously provided waivers in respect of defaults by TBHC under its credit agreement, becomes less accommodating and seeks to exercise potential remedies, which may result in a liquidation of TBHC. As indicated by Consensus’s liquidation analysis described below, Consensus believes a liquidation is likely to yield no value to TBHC’s shareholders.

Consensus’s financial analyses were undertaken in light of, and its opinion was impacted by, TBHC’s financial distress, including the following factors:

These considerations, together with the financial analysis below, contributed to Consensus’s belief that TBHC’s equity had little to no value from a financial point of view as of the date of Consensus’s opinion, and that its stock price likely reflected the prospects of an acquisition by, or a long-term turnaround funded with resources from, BBBY. Consensus understands that BBBY has unique reasons to acquire TBHC (its desire for a store fleet, retail workforce in place, enhanced store merchandising competency, etc.), and this industrial logic may have contributed to the markets assuming BBBY would either: (i) acquire the remaining shares of TBHC Common Stock not currently owned by BBBY or (ii) continue to support TBHC financially for the foreseeable future. However, in the absence of an acquisition or BBBY’s continued financial support, TBHC faces a substantial risk of a near-term default on its credit facility and the prospect of liquidation.

In its financial analysis, Consensus considered both intrinsic measures of value and comparable measures of value for the TBHC Common Stock. When performing comparable valuation methodologies for mature home consumer and retail companies, such as TBHC, Consensus believes it is proper to consider multiples of profitability and cash flow generation (such as EBITDA) rather than multiples of revenue or gross profit.^* Because TBHC has been EBITDA- and cash flow-negative in recent historical periods (since the year ending January 2023) and is projected to continue to be EBITDA- and cash flow-negative in near-future periods, any valuation multiples based on EBITDA or cash flow are not applicable to TBHC and imply that the TBHC Common Stock has only speculative or option value from a financial point of view.

Consensus also considered intrinsic measures of value such as: (i) a discounted cash flow analysis and (ii) an assessment of TBHC’s value in a hypothetical liquidation sale under Chapter 7 of the U.S. Bankruptcy Code (given TBHC’s losses, indebtedness and lack of committed cash resources). For the reasons described below, these analyses also indicated that the shares of TBHC Common Stock have only speculative or option value from a financial point of view.

Given Consensus’s view that the shares of TBHC Common Stock lacked any ascribable value from a financial point of view, Consensus’s opinion was that the Merger consideration, comprised of shares in a company with meaningfully greater scale, significant net cash resources (materially in excess of the cash needed to fund the Merger integration plan presented to Consensus) and equity holdings in unrelated businesses (including certain blockchain businesses), was fair, from a financial point of view, to holders of shares of TBHC Common Stock (excluding BBBY, Merger Sub and their affiliates).

Set forth below are summaries of the discounted cash flow, liquidation analysis, comparable public companies and comparable transaction valuation methodologies referenced by Consensus in its presentation to the TBHC Board.

These analyses reference certain financial definitions, including:

Discounted Cash Flow Analyses. Consensus performed discounted cash flow analyses of TBHC by calculating, based on TBHC financial information, the estimated present value (as of January 31, 2026) of the standalone unlevered, after-tax free cash flows that TBHC was forecasted to generate during fiscal years 2026 through 2030.

For purposes of these calculations, Consensus noted that TBHC is projecting significant future losses in its standalone projections, all of which would need to be funded in order to achieve projected future cash flows (until the

business becomes cash-flow positive). Because TBHC has minimal cash reserves or borrowing capacity under its existing senior revolving credit facility, Consensus’s analyses assumed these projected future losses (and the capital expenditures associated with store conversions included in the TBHC projections) would have to be funded using new third-party debt from an unidentified theoretical lender.

In performing its discounted cash flow analyses, Consensus (i) present-valued the free cash flow projected by TBHC financial information and terminal value (at 6.0x EBITDA multiple) by discounting at the average weighted average cost of capital of the selected companies and (ii) deducted net debt as provided in TBHC financial information for January 31, 2026, as well as the incremental capital needed to fund the TBHC projections (as noted above) in determining implied equity value and value per share.

Consensus noted the following additional key assumptions in TBHC financial information relevant to the discounted cash flow analyses, in the absence of the Merger:

The discounted cash flow analysis indicated an implied value of $(6.01) (i.e., negative $6.01) per share of TBHC Common Stock. Because TBHC’s forecasted cash flows are net present value negative and require substantial new financing to achieve, Consensus considered TBHC’s equity to have only speculative or option value from a financial point of view based on Consensus’s discounted cash flow analyses, as compared to the approximate implied value per share of TBHC Common Stock of $1.11 based on the Exchange Ratio and the closing price of BBBY Common Stock on November 20, 2025 (the last trading day prior to the date Consensus delivered its oral opinion to the TBHC Board).

Liquidation Analysis. In light of several factors, including TBHC’s critical liquidity status, its recent occurrences of default under its senior revolving credit facility and corresponding cross-default under its subordinated debt facility (with respect to which default waivers have been obtained from by the applicable lenders), its nearly four-year history of annual operating losses and the notation in the audit report of Ernst & Young LLP, issued in May 2025, that TBHC “has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about [TBHC’s] ability to continue as a going concern”, Consensus deemed it prudent to include a liquidation analysis in its financial analyses. A liquidation analysis considers (i) the likely range of values a subject company may receive in a hypothetical liquidation of its assets under Chapter 7 of the U.S. Bankruptcy Code and (ii) how such proceeds may be distributed to stakeholders thereunder.

Consensus’s liquidation analysis was based on TBHC management’s projected balance sheet as of January 31, 2026, estimated net costs to execute the administration of the wind-down of TBHC’s estate in a Bankruptcy Liquidation under Chapter 7 of the United States Bankruptcy Code and other financial information provided to Consensus by TBHC’s management. The liquidation analysis assumed that TBHC would commence a Chapter 7 liquidation on or

about January 31, 2026 under the supervision of a court-appointed Chapter 7 trustee. The liquidation analysis reflects a hypothetical wind-down and liquidation of substantially all of TBHC’s remaining assets under “low value” and “high value” scenarios and the distribution of available proceeds to holders of allowed claims following such liquidation.

Consensus’s liquidation analysis has not been reviewed by bankruptcy advisors or bankruptcy counsel. It is solely intended as one form of financial analysis in connection the rendering of Consensus’s opinion in connection with the Merger.

Consensus’s liquidation analysis was based on estimates and assumptions that, although developed with and considered reasonable by TBHC’s management, were inherently subject to significant economic and competitive uncertainties and contingencies beyond the control of TBHC and its management. Values that might be realized in an actual liquidation could differ materially from the estimates reflected in this analysis. There are additional factors that could negatively impact proceeds available to TBHC’s equity holders as set forth in the liquidation analysis, which include, but are not limited to, (1) turnover of key personnel, (2) challenging economic conditions, (3) delays in the liquidation process and (4) liabilities under the Worker Adjustment and Retraining Notification Act. The liquidation analysis is solely for the purpose of illustrating the effects of a hypothetical Chapter 7 liquidation on the value of the shares of the TBHC Common Stock, subject to the assumptions set forth therein. The liquidation analysis is not intended and should not be used for any other purpose. The liquidation analysis does not purport to be a valuation of TBHC’s assets in the context of a reorganization. There can be no assurance as to values that would actually be realized in a Chapter 7 liquidation or when such values would be received, if at all. Additionally, the liquidation analysis does not represent a solvency opinion, and Consensus has not opined, and is not opining, on the solvency of TBHC.

Consensus’s liquidation analysis indicated that no net liquidation proceeds would be available for distribution to TBHC’s equity holders in a Chapter 7 liquidation, under either the “low value” or the “high value” scenario (and therefore, the Merger consideration provided for in the Merger Agreement is estimated to be higher than any proceeds available from such hypothetical liquidation). The results of Consensus’s liquidation analysis are summarized below:

Selected Public Companies Analyses. In its selected public companies analyses of TBHC, Consensus reviewed certain financial and stock market information relating to TBHC and the following ten publicly traded mature home consumer and retail companies that Consensus considered generally relevant for purposes of analysis, referred to in this section as the “selected companies:”

It should be noted that none of the selected companies used in the analysis described below is identical or directly comparable to TBHC, including in respect of the losses and liquidity concerns confronting TBHC.

Consensus reviewed, among other information, enterprise values as of November 20, 2025 as a multiple of EBITDA for the last twelve months (referred to in this section as “LTM EBITDA”), as well as EBITDA for the next twelve months (referred to in this section as “NTM EBITDA”). Financial data of the selected companies were taken from an industry standard financial database, publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of TBHC was based on TBHC financial information as well as an industry standard financial database, Wall Street research analysts’ estimates, public filings and other publicly available information.

The overall mean and median multiples observed for the selected companies were as follows:

Because TBHC is EBITDA-negative in recent historical periods (since the year ended January 2023) and is projected to continue to be EBITDA-negative in near-future periods, multiples based on EBITDA are not applicable to TBHC and indicate that the shares of TBHC Common Stock have only speculative or option value from a financial point of view, as compared to the approximate implied value per share of TBHC Common Stock of $1.11 based on the Exchange Ratio and the closing price of BBBY Common Stock on November 20, 2025.^*

Selected Transactions Analyses. In its selected transactions analyses of TBHC, Consensus reviewed certain financial data relating to certain selected transactions involving target companies that Consensus considered generally relevant for purposes of analysis, collectively referred to in this section as the “selected transactions.” The financial data reviewed consisted of enterprise value as a multiple of LTM EBITDA. The selected transactions were as follows:

The resulting mean and median multiples observed for the selected transactions were as follows:

Because TBHC is EBITDA-negative in recent historical periods (since the year ended January 2023) and is projected to continue to be EBITDA-negative in near-future periods, multiples based on EBITDA are not applicable to TBHC and indicate that shares of the TBHC Common Stock have only speculative or option value from a financial point of view, as compared to the approximate implied value per share of TBHC Common Stock of $1.11 based on the Exchange Ratio and the closing price of BBBY Common Stock on November 20, 2025.^*

The TBHC Board selected Consensus as its financial advisor in connection with the proposed Merger based on, among other things, Consensus’s reputation, experience and general familiarity with TBHC and BBBY and the industries in which TBHC and BBBY operate. As the TBHC Board was aware, during the past two years, Consensus has been previously engaged by, and received compensation from, TBHC for the provision by Consensus to TBHC of financial advisory services, including in connection with capital financing transactions involving BBBY. A portion of such compensation was paid for by TBHC in TBHC Common Stock, some of which are still owned by Consensus, which TBHC Common Stock would be entitled to the same treatment in the Merger as all other outstanding TBHC

Common Stock. Consensus has not previously been engaged during the past two years by BBBY to provide financial advisory or investment banking services. Consensus may in the future seek to provide TBHC and BBBY or their respective affiliates with financial advisory and investment banking services unrelated to the Merger, for which services Consensus would expect to receive compensation.

The issuance of Consensus’s opinion was approved by the TBHC Board, and upon the delivery of such opinion, TBHC paid Consensus an aggregate cash opinion fee of $150,000 (which fee was payable regardless of the conclusion reached in the opinion, and was not contingent upon the consummation of the Merger (or any other transaction)).

For Consensus’s financial advisory services in connection with the Merger (other than Consensus’s opinion), TBHC has agreed to pay Consensus an aggregate cash fee, based on the Exchange Ratio and the average of the last reported sales prices for such securities on the five trading days prior to the consummation of the Merger, which is currently estimated to be approximately $1.5 million based on the closing price of BBBY Common Stock on December 9, 2025, all of which is payable contingent upon consummation of the Merger. TBHC also agreed to reimburse Consensus’s reasonable expenses and to indemnify Consensus and related parties against certain liabilities, including liabilities under the federal securities laws, arising out of its engagement. During the two years prior to the rendering of its opinion, Consensus was engaged by TBHC to provide certain financial advisory services, for which Consensus received customary fees. Specifically, during the past two years, Consensus performed financial advisory services for TBHC, including a process to seek new capital or explore a sale of the business, that led to equity and debt financings provided by BBBY to TBHC in October 2024, February 2025, May 2025 and November 2025, for which Consensus received aggregate cash fees of approximately $1.5 million and 310,135 shares of TBHC Common Stock.

The closing of the Merger will take place at 9:00 a.m., Eastern time, no later than the third (3^nd) business day following the satisfaction or waiver (to the extent permitted) of the last of the conditions to closing (described under “The Merger Agreement—Conditions to the Completion of the Merger”) to be satisfied or waived (other than such conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of each of such conditions at the closing), at the offices of Latham & Watkins LLP, 330 North Wabash Avenue, Suite 2800, Chicago, Illinois 60611, unless another date, time or place is agreed to in writing by BBBY and TBHC; provided, that the closing of the Merger may occur remotely via electronic exchange or required closing documentation in lieu of an in-person closing.

At the closing, the parties to the Merger Agreement will cause (i) a certificate of Merger with respect to the Merger to be executed and filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by the Delaware General Corporation Law (“DGCL”) in connection with effecting the Merger and (ii) articles of Merger with respect to the Merger to be executed and filed with the Secretary of State of the State of Tennessee and make all other filings or recordings required by the TBCA in connection with effecting the Merger. The Merger will become effective at the time when the certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later time as may be agreed to in writing by BBBY and TBHC and specified in the certificate of Merger.

BBBY and TBHC currently expect the Merger to close during the first quarter of 2026 and are working to complete the Merger on this timeline. However, it is possible that factors outside BBBY’s or TBHC’s control could result in the Merger being completed at a different time, or not at all.

Based on the anticipated treatment of equity-based awards and the number of shares of BBBY and TBHC Common Stock outstanding on December 9, 2025, upon completion of the Merger, former TBHC shareholders are expected to own approximately 4.2% of the outstanding shares of BBBY Common Stock and BBBY stockholders immediately prior to the Merger are expected to own approximately 95.8% of the outstanding shares of BBBY Common Stock. The relative ownership interests of BBBY stockholders and former TBHC shareholders in the combined company immediately following the Merger will depend on the number of shares of BBBY and TBHC Common Stock issued and outstanding immediately prior to the Merger.

Assuming the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part, the shares of BBBY Common Stock issued in the Merger will not be subject to any restrictions on transfer arising under the Securities Act or the Exchange Act, except for shares of BBBY Common Stock issued to any TBHC

shareholder who may be deemed an “affiliate” of BBBY after the completion of the Merger. This proxy statement/prospectus does not cover resales of shares of BBBY Common Stock received by any person upon the completion of the Merger, and no person is authorized to make any use of this proxy statement/prospectus, or the registration statement on Form S-4 of which this proxy statement/prospectus forms a part, in connection with any resale of shares of BBBY Common Stock.

BBBY prepares its financial statements in accordance with GAAP. The merger will be accounted for using the acquisition method of accounting under the provisions of ASC 805, Business Combinations. BBBY’s management has evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the Merger and concluded, based on a consideration of the pertinent facts and circumstances, that BBBY will be the acquirer for financial accounting purposes. Accordingly, BBBY’s cost to acquire TBHC has been allocated to TBHC’s acquired assets and liabilities based upon their estimated fair values. The allocation of the purchase price is estimated and is dependent upon estimates of certain valuations that are subject to change. In addition, the final purchase price of BBBY’s acquisition of TBHC will not be known until the date of the completion of the Merger and could vary materially from the preliminary purchase price. Accordingly, the final acquisition accounting adjustments may be materially different from the preliminary unaudited pro forma adjustments presented.

The financial condition and results of operations of BBBY after completion of the Merger will include the operating results of TBHC beginning from the closing date of the Merger, but will not be restated retroactively to reflect the historical financial condition or results of operations of TBHC. The earnings of BBBY following completion of the Merger will reflect acquisition accounting adjustments, including the effect of changes in the carrying value for assets and liabilities on depreciation expense and amortization expense. Indefinite-lived intangible assets, including goodwill, will not be amortized but will be tested for impairment at least annually, and all tangible and intangible assets including goodwill will be tested for impairment when certain indicators are present. If, in the future, BBBY determines that tangible or intangible assets (including goodwill) are impaired, BBBY would record an impairment charge at that time.

Prior to the closing date, BBBY will select its transfer agent or another nationally recognized financial institution or trust company to act as exchange agent with respect to the Merger. Prior to or substantially concurrent with the effective time, BBBY will deposit with the exchange agent (a) evidence of book-entry shares representing the shares of BBBY Common Stock sufficient to deliver the aggregate number of shares issuable as consideration pursuant to the Merger Agreement and (b) cash sufficient to make payments in lieu of fractional shares in accordance with the Merger Agreement.

At the effective time, all shares of TBHC Common Stock outstanding immediately prior to the effective time will automatically be cancelled and will cease to exist, and all holders of TBHC stock certificates and of TBHC book-entry shares (each as defined under “The Merger Agreement—Exchange of Shares”) will cease to have any rights as TBHC shareholders, except the right to receive the Merger Consideration, any cash in lieu of fractional shares of BBBY Common Stock, and any dividends or other distributions that such holder has the right to receive pursuant to the Merger Agreement or as provided by applicable law. In addition, each share of common stock of Merger Sub issued and outstanding immediately prior to the effective time will remain outstanding as a share of common stock of the surviving corporation.

As promptly as reasonably practicable after the effective time (but in no event later than three (3) business days after the effective time), BBBY will cause the exchange agent to mail to each holder of record of each outstanding TBHC stock certificate (a) a letter of transmittal and (b) instructions for surrendering such holder’s TBHC stock certificates in exchange for the Merger Consideration.

Holders of TBHC stock certificates, after providing the proper documentation to the exchange agent, will receive from the exchange agent a statement reflecting the number of whole shares of BBBY Common Stock such holder was entitled to receive (in non-certificated book-entry form) and cash in lieu of fractional shares of BBBY Common Stock to which such holders are entitled (without interest and less any applicable withholding taxes) plus any unpaid dividends or other distributions that such holder has the right to receive pursuant to the Merger Agreement.

Book-entry shares not held through DTC will be exchanged for shares of BBBY Common Stock (in non-certificated book-entry form) and cash in lieu of fractional shares of BBBY Common Stock to which such holders are

entitled without any action on the part of the applicable holder plus any unpaid dividends or other distributions that such holder has the right to receive pursuant to the Merger Agreement. BBBY, TBHC and the exchange agent will implement customary procedures with respect to the surrender and exchange of shares held of record by DTC and its nominees.

More information can be found under “The Merger Agreement—Exchange of Shares.”

It is a condition of the Merger Agreement that the shares of BBBY Common Stock to be issued to TBHC shareholders in the Merger be approved for listing on the NYSE, subject to official notice of issuance. Although the Merger Agreement provides that shares of BBBY Common Stock issued in the Merger will be listed on the NYSE, there can be no assurance that such shares of BBBY Common Stock will continue to be listed on the NYSE in the future.

If the Merger is completed, TBHC Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, and TBHC will no longer be required to file periodic reports with the SEC with respect to the TBHC Common Stock. TBHC has agreed to cooperate with BBBY prior to the closing to cause the TBHC Common Stock to be delisted from Nasdaq and deregistered under the Exchange Act as soon as practicable following the Effective Time of the Merger.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements. Even if such lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on TBHC’s, BBBY’s and, as a result, the combined company’s financial condition, results of operations and liquidity, or result in an injunction delaying or preventing the completion of the Merger.

As of the date of this proxy statement/prospectus, TBHC and BBBY are unaware of any securities class action lawsuits or derivative lawsuits having been filed in connection with the Merger. However, beginning on January 12, 2026, TBHC has received demand letters from certain purported holders of TBHC Common Stock that allege deficiencies or omissions in the Registration Statement on Form S-4 of which this proxy statement/prospectus forms a part. The demand letters seek additional disclosures to remedy these purported deficiencies.

See the section entitled “Risk Factors” for additional information regarding any such potential litigation.

The following description sets forth the principal terms of the Merger Agreement, which is attached as Annex A hereto and incorporated by reference in this proxy statement/prospectus. The rights and obligations of the parties are governed by the express terms and conditions of the Merger Agreement and not by this description, which is summary by nature. This description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement. You are encouraged to read the Merger Agreement carefully and in its entirety, as well as this proxy statement/prospectus and the documents incorporated by reference herein, before making any decisions regarding any of the proposals described in this proxy statement/prospectus. This section is intended to provide you with information regarding the terms of the Merger Agreement. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this proxy statement/prospectus, the documents incorporated by reference herein and in the public filings BBBY and TBHC make with the SEC. See “Where You Can Find More Information.”

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement. BBBY and TBHC are responsible for considering whether additional disclosure of material information is required to make the statements in this proxy statement/prospectus not misleading. Factual disclosures about BBBY and TBHC contained in this proxy statement/prospectus and in the public filings BBBY and TBHC make with the SEC may supplement, update or modify the factual disclosures about BBBY and TBHC contained in the Merger Agreement and described in this summary. The representations, warranties and covenants made in the Merger Agreement by BBBY, the Merger Sub and TBHC are qualified and subject to important limitations agreed to by the parties to the Merger Agreement in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the Merger Agreement, and were negotiated with the principal purpose of allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality that may be different from that generally relevant to shareholders or applicable to reports and documents filed with the SEC, and in some cases are qualified by confidential disclosures that were made by each party to the other, which disclosures are not reflected in the Merger Agreement or otherwise publicly disclosed. The representations and warranties in the Merger Agreement will not survive the completion of the Merger. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the Merger Agreement. For the foregoing reasons, the representations, warranties and covenants and any descriptions of those provisions should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement/prospectus the documents incorporated by reference herein and in the other public filings BBBY and TBHC make with the SEC.

Additional information about BBBY and TBHC can be found elsewhere in this proxy statement/prospectus, the documents incorporated by reference and in the public filings BBBY and TBHC make with the SEC. See “Where You Can Find More Information.”

On the closing date, at the Effective Time of the Merger, Merger Sub will be merged with and into TBHC in accordance with the DGCL and the TBCA and on the terms and subject to the conditions set forth in the Merger Agreement, whereupon the separate existence of Merger Sub will cease and TBHC will be the surviving corporation of the Merger and a wholly owned subsidiary of BBBY.

The closing of the Merger will take place on a date to be designated jointly by BBBY and TBHC, which date will be no later than the third (3^rd) business day after the satisfaction or waiver (to the extent permitted) of the last of the conditions to closing (described under “—Conditions to the Completion of the Merger”) to be satisfied or waived (other than such conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of each of such conditions at the closing), unless another date is agreed to in writing by BBBY and TBHC. The date on which the closing occurs is referred to as the “closing date.”

At the closing, the parties to the Merger Agreement will cause a certificate of merger to be executed and filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger and articles of merger to be executed and filed with the Secretary of State of the State of Tennessee and make all other filings or recordings required by the TBCA in connection with the Merger. The Merger will become effective at the time when the certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later time as may be agreed to in writing by BBBY and TBHC and specified in the certificate of merger.

At the Effective Time, automatically, by virtue of the Merger and without any further action on the part of TBHC, TBHC shareholders, BBBY or Merger Sub, each share of TBHC Common Stock issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive 0.1993 shares of BBBY Common Stock, plus cash in lieu of any fractional shares of BBBY Common Stock that otherwise would have been issued. Outstanding equity awards will be eligible to receive Merger Consideration in accordance with the terms of TBHC’s Amended and Restated 2002 Equity Incentive Plan and the Merger Agreement. (see “—Treatment of TBHC Equity Awards” below).

No fractional shares of BBBY Common Stock will be issued in connection with the Merger. Each TBHC shareholder who would otherwise have been entitled to receive in the Merger a fractional share of TBHC Common Stock pursuant to the Merger Agreement will, in lieu of such fractional share and upon surrender of such holder’s certificates representing shares of TBHC Common Stock or book-entry positions representing non-certificated shares of TBHC Common Stock, in each case outstanding as of immediately prior to the Effective Time, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest and subject to any required tax withholding, determined by multiplying such fraction by the closing trading price per share of BBBY Common Stock on the NYSE on the trading day immediately prior to the Effective Time (as adjusted to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events). No such holder will be entitled to dividends, voting rights or any other rights in respect of any fractional share of BBBY Common Stock that would otherwise have been issuable as part of the Merger consideration. The payment of cash in lieu of fractional share interests merely represents a mechanical rounding-off of the fractions in the exchange.

Prior to the closing date, BBBY will select its transfer agent or another nationally recognized financial institution or trust company to act as exchange agent with respect to the Merger.

Prior to or substantially concurrent with the Effective Time, BBBY will deposit with the exchange agent (a) evidence of book-entry shares representing the shares of BBBY Common Stock sufficient to deliver the aggregate number of shares issuable as consideration pursuant to the Merger Agreement and (b) cash sufficient to make payments in lieu of fractional shares in accordance with the Merger Agreement.

With respect to certificates representing shares of TBHC Common Stock (collectively, the “TBHC stock certificates”), as promptly as reasonably practicable after the Effective Time (but in no event later than three (3) business days after the Effective Time), the exchange agent will mail to each holder of record of each outstanding TBHC stock certificate (a) a letter of transmittal and (b) instructions for surrendering such TBHC stock certificates in exchange for the Merger Consideration.

Upon surrender of a TBHC stock certificate and a duly executed letter of transmittal to the exchange agent in compliance with the instructions for surrender, the surviving corporation will cause, the exchange agent to mail to each holder of record, as promptly as reasonably practicable after the Effective Time:

With respect to book-entry positions representing non-certificated shares of TBHC Common Stock (the “TBHC book-entry shares”) that are not held through DTC, the exchange agent will pay and deliver to each holder of record of any such share as promptly as reasonably practicable after the Effective Time:

With respect to TBHC book-entry shares that are held through DTC, BBBY and TBHC will cooperate to establish procedures with the exchange agent and DTC to ensure that the exchange agent will transmit to DTC or its nominees as soon as practicable after the Effective Time upon surrender of shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures:

In the event of a transfer of ownership of shares of TBHC Common Stock that is not registered in TBHC’s transfer records, the exchange agent may deliver the Merger Consideration and any cash in lieu of fractional shares of BBBY Common Stock to such transferee if the transferee provides a proper endorsement or form of the Certificate and has paid (or has established to the satisfaction of BBBY that it has paid) all taxes required by delivery of the Merger Consideration (or has confirmed that no taxes are applicable).

In the event that any TBHC stock certificate has been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the exchange agent (including, if necessary, an indemnity by such person for any claim that may be made against it or the surviving corporation with respect to such certificate), the exchange agent will deliver in exchange for such lost, stolen or destroyed TBHC stock certificate, the Merger Consideration, any cash in lieu of fractional shares of BBBY Common Stock, and any other dividends or other distributions payable or issuable pursuant to the Merger Agreement, as if such lost, stolen or destroyed TBHC stock certificate had been surrendered.

No dividends or other distributions declared or made with respect to shares of BBBY Common Stock with a record date after the Effective Time will be paid or otherwise delivered to the holder of any unsurrendered TBHC stock certificate or TBHC book-entry shares with respect to the shares of BBBY Common Stock that such holder has the right to receive in the Merger until the later to occur of:

At the Effective Time, all shares of TBHC Common Stock outstanding immediately prior to the Effective Time will automatically be cancelled and will cease to exist, and all holders of TBHC stock certificates and of TBHC book-entry shares will cease to have any rights as TBHC shareholders, except the right to receive the Merger Consideration, any cash in lieu of fractional shares of BBBY Common Stock, and any dividends or other distributions that such holder has the right to receive pursuant to the Merger Agreement or as provided by applicable law. In addition, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will remain outstanding as a share of common stock of the surviving corporation.

Notwithstanding the foregoing, neither the surviving corporation nor BBBY shall be liable to any holder of shares of TBHC Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat, or similar laws. Any amounts remaining unclaimed by holders of TBHC Common Stock two (2) years after the Effective Time, or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental entity shall become, to the extent permitted by applicable law, the property of the surviving corporation (or, at the option of BBBY, BBBY) free and clear of any claims or interest of any person previously entitled thereto.

BBBY, the exchange agent, Merger Sub, TBHC and the surviving corporation will each be entitled to deduct and withhold any amounts required to be deducted or withheld pursuant to applicable tax laws from the amounts that would otherwise be payable under the terms of the Merger Agreement. Any such amounts that are deducted or withheld and, if required, paid over to the appropriate governmental authorities will be treated as having been paid to the person in respect of which such deduction or withholding was made.

Stock Options. At the Effective Time, subject to and in accordance with the terms of the TBHC Incentive Plan, each Option that is outstanding as of immediately prior to the Effective Time, will automatically, without any action on the part of BBBY, Merger Sub, TBHC or the holder thereof, be cancelled and converted into the right to receive, without interest and subject to applicable withholding taxes, a number of validly issued, fully paid and nonassessable shares of BBBY Common Stock equal to (i) the Net Option Share Amount (as defined in the Merger Agreement) multiplied by (ii) the Exchange Ratio, plus any Fractional Share Cash Consideration (as defined in the Merger Agreement). Any Option with an exercise price equal to or in excess of the closing price of TBHC Common Stock on the trading day immediately prior to the closing of the Merger shall be cancelled and have no further force or effect by virtue of the Merger without any action on the part of the holder thereof and without any payment to the holder thereof.

Restricted Stock Units. Subject to and in accordance with the terms of the TBHC Incentive Plan, each RSU that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically, without any action on the part of BBBY, Merger Sub, TBHC or the holder thereof, fully vest and be converted into the right to receive, without interest and subject to applicable withholding taxes, a number of validly issued, fully paid and nonassessable shares of BBBY Common Stock equal to (i) the number of shares of TBHC Common Stock subject to such RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, plus any Fractional Share Cash Consideration.

Subject to the requirements described under “—Indemnification; Directors’ and Officers’ Insurance,”:

From and after the effective time, the directors and officers of Merger Sub immediately prior to the effective time will become the initial directors and officers of the surviving corporation as the surviving corporation of the Merger.

The Merger Agreement contains customary and, in certain cases, reciprocal, representations and warranties by BBBY, the Merger Sub and TBHC that are subject, in some cases, to specified exceptions and qualifications contained in confidential disclosure letters and qualified by certain information filed by the parties with the SEC, excluding, in each case, any disclosures set forth in any risk factor section or “forward-looking statements” sections.

The reciprocal representations and warranties relate to, among other things:

The Merger Agreement also contains additional representations and warranties by TBHC relating to, among other things, the following:

The representations and warranties will not survive the Merger. Many of the representations and warranties contained in the Merger Agreement are qualified by a “materiality” standard or by a “material adverse effect” standard.

A material adverse effect, with respect to TBHC, means any state of facts, circumstance, condition, event, change, development, occurrence, result, effect, action or omission that, individually or in the aggregate with any one or more other effects, (x) that has had, would reasonably be expected to have or results in a material adverse effect on the business, properties, assets, liabilities, condition (financial or otherwise) or results of operations of TBHC and its

subsidiaries, taken as a whole, or (y) does or would reasonably be expected to prevent, materially impair, materially impede or materially delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement on a timely basis and in any event on or before the termination date; provided, that with respect to clause (x) only, no effect to the extent arising out of or related to the following, shall, to such extent, be deemed (individually or in the aggregate) to constitute, or be taken into account in determining whether there has been or would or could be, a TBHC material adverse effect:

TBHC has also agreed that, except (i) as may be required by applicable legal requirements, (ii) as expressly permitted or required by the Merger Agreement, (iii) as set forth in TBHC’s disclosure letter, or (iv) unless BBBY approves in writing, TBHC will not, and will not permit its subsidiaries to:

BBBY has also agreed that, except (i) as may be required by applicable legal requirements, (iii) as expressly permitted or required by the Merger Agreement, (iv) as set forth in BBBY’s disclosure letter, or (v) unless TBHC approves in writing, BBBY will not, and will not permit its subsidiaries to:

Except as expressly permitted by the Merger Agreement and described under “Change of Recommendation—Permitted Change of Recommendation—Superior Proposal” and “Change of Recommendation—Permitted Change of Recommendation—Intervening Event,” TBHC has agreed that it will not, and will cause its subsidiaries not to and will not authorize or permit and will not otherwise direct its and their respective representatives to, except as otherwise permitted by the Merger Agreement, directly or indirectly:

Notwithstanding the restrictions described above, prior to obtaining approval of the Merger Proposal, TBHC and its representatives may furnish information with respect to TBHC and its subsidiaries to, and participate in discussions or negotiations with, any person or its representatives that has made a bona fide written acquisition proposal after the date of the Merger Agreement that did not result from any breach of the foregoing restrictions by TBHC, its subsidiaries, or their representatives, as applicable, if:

TBHC has also agreed that after providing any non-public information to such third party, TBHC will promptly (within twenty-four (24) hours) make such non-public information available to BBBY.

TBHC has further agreed that, unless and only to the extent that the TBHC Board determines in good faith, after consultation with TBHC’s outside legal counsel and TBHC’s financial advisor that failure to take such action would reasonably be expected to be inconsistent with the TBHC Board’s fiduciary duties under applicable legal requirements (in which case, it may enable such persons to submit and pursue an acquisition proposal), it will not, and will cause its affiliates not to, release any third party from, or waive, amend or modify any provision of, or grant permission under, or fail to enforce, any standstill provision in any agreement to which TBHC or any of its affiliates, as applicable, is a party.

An “acquisition proposal” means any inquiry, proposal or offer from any entity other than BBBY or one of its subsidiaries for (i) a Merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving acquisition of TBHC (or any subsidiary or subsidiaries of TBHC whose business constitutes 20% or more of the net revenues, net income or assets of TBHC and its subsidiaries, taken as a whole) or (ii) the acquisition in any manner, directly or indirectly, of over 20% of the equity interests, voting power or consolidated total assets of TBHC and its subsidiaries, in each case other than the Merger and the other transactions contemplated by the Merger Proposal.

A “superior proposal” means any bona fide written acquisition proposal (A) on terms which the TBHC Board determines in good faith, after consultation with TBHC’s outside legal counsel and financial advisors, to be more favorable from a financial point of view (including taking into account payment by TBHC of any termination fee) to the holders of shares of TBHC Common Stock than the Merger and the other transactions contemplated by the Merger Agreement (after giving effect to any revisions to the terms of the Merger Agreement committed to in writing by BBBY in response to such acquisition proposal pursuant to the Merger Agreement), taking into account all the terms and conditions of such proposal, including the timing, likelihood of consummation, confidentiality, legal, financial, regulatory, financing and other aspects of such acquisition proposal, and the Merger Agreement and (B) that the TBHC Board believes in good faith, after consultation with TBHC’s outside legal counsel and financial advisors, is reasonably capable of being completed on the terms proposed, taking into account all financial, regulatory, legal and other aspects of such proposal; provided, that for purposes of the definition of “superior proposal,” the references to “20%” in the definition of acquisition proposal shall be deemed to be references to “50%.”

TBHC has also agreed that if it receives an acquisition proposal (or notice from any person that it intends to make an acquisition proposal) or any inquiry or request for information with respect to an acquisition proposal or that is reasonably likely to lead to an acquisition proposal, then TBHC will promptly (within twenty-four (24) hours) notify BBBY in writing of such acquisition proposal or request (which notification must include the identity of the person making or submitting such request or acquisition proposal and an unredacted copy of any such written request or proposal (or, if not in writing, the material terms and conditions thereof)), together with copies of any proposed transaction agreements. TBHC must keep BBBY reasonably informed in writing, on a current basis, of the status of such acquisition proposal or request, including informing BBBY of any material change to the terms of such proposal, and the status of any negotiations, including any change in its intentions as previously notified.

TBHC has agreed that, except as otherwise set forth in the Merger Agreement, the TBHC Board, will not:

However, TBHC, at any time prior to its shareholders voting on TBHC Merger Proposal, may make a change of recommendation related to an acquisition proposal if TBHC receives from a third party a bona fide written acquisition proposal that has not been withdrawn and that did not result from a breach of the Merger Agreement’s no solicitation provisions, if, prior to making such change of recommendation:

If there is any change and/or amendment, whether communicated orally or in writing, to the financial or other material terms of such acquisition proposal, TBHC must deliver to BBBY an additional notice, and a new negotiation period will commence.

In addition, TBHC, at any time prior to its shareholders voting on TBHC Merger Proposal, may make a change of recommendation if and only in response to an intervening event (as defined below) arising prior to making such change of recommendation:

An “intervening event” means an effect that arises following the date of the Merger Agreement that (i) (x) was not known to, or reasonably foreseeable by, the TBHC Board prior to the execution of the Merger Agreement (or if known or reasonably foreseeable, the material consequences of which were not known or reasonably foreseeable), which effect becomes known to, or reasonably foreseeable by, the TBHC Board prior to the Special Meeting, and (y) is material to TBHC and its subsidiaries (taken as a whole), and (ii) does not relate to (x) an acquisition proposal or a superior proposal or any inquiry or communications relating thereto, any matter relating thereto or consequences thereof, and (y) in each case in and of itself, any changes in the market price or trading volume of shares of TBHC Common Stock or the fact that TBHC meets, fails to meet or exceeds any internal or published projections, forecasts or estimates of its revenue, earnings or other financial performance or results of operations for any period (it being understood, however, that any underlying cause of any of the foregoing in this clause (y) may be an intervening event if not otherwise falling into the foregoing clauses (x) and (y) of this definition).

As promptly as reasonably practicable after the registration statement on Form S-4 of which this proxy statement/prospectus forms a part is declared effective by the SEC or as TBHC and BBBY mutually determine to be appropriate, TBHC must take all actions necessary to convene the Special Meeting of the holders of shares of TBHC Common Stock to vote on a proposal to adopt the Merger Agreement, as well as a customary proposal regarding adjournment of such meeting. Except as described above with respect to a change of recommendation, TBHC must use commercially reasonable efforts to solicit proxies in favor of the Merger Proposal.

TBHC may postpone or adjourn the Special Meeting if BBBY provides its prior written consent and:

However, without BBBY’s prior written consent (which will not be unreasonably withheld), in the case of an adjournment as required by applicable law, requested by the SEC or its staff or to file and mail any supplemental or additional disclosure in compliance with the Merger Agreement: (a) no single adjournment or postponement (including as contemplated by the immediately following paragraph) may be for more than five (5) Business Days, except as may be required by law; and (b) all such adjournments and postponements, in the aggregate, may not cause the date of the Special Meeting to be more than twenty (20) Business Days after the date for which the meeting was originally scheduled.

In addition, at BBBY’s request and to the extent permitted by law, TBHC will postpone or adjourn the Special Meeting to a date mutually agreed with BBBY in the event of an absence of a quorum or if proxies representing a sufficient number of shares of TBHC Common Stock to obtain TBHC shareholder approval have not been received; provided, that no such adjournment will be required to exceed ten (10) Business Days.

Subject to certain limitations, prior to the Effective Time, TBHC will afford BBBY and its representatives reasonable access, during normal business hours upon prior notice, to TBHC’s and its subsidiaries’ properties, assets, books, contracts, commitments, personnel and records, and, during such period, will furnish promptly to BBBY all reasonably available information concerning TBHC’s business as BBBY may reasonably request in each case for the purposes of integration planning and the consummation of the transactions contemplated by the Merger Agreement.

Except for in the case of any press release or other public announcement or disclosure in connection with any acquisition proposal or change in recommendation in compliance with the Merger Agreement, BBBY and TBHC must consult with one another prior to issuing, and provide each other with the opportunity to review and comment upon, any public announcement or statement with respect to the Merger Agreement or the Merger and may not issue any such public announcement or statement prior to such consultation, except as may be required by applicable legal requirements or by the Nasdaq or the NYSE rules and regulations (in which event BBBY or TBHC, as applicable, must endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other party to review and comment upon such public announcement in advance, and must give due consideration to all reasonable additions, deletions or changes suggested thereto by BBBY or TBHC, as applicable). BBBY and TBHC agreed to issue the previously agreed upon form of joint press releases announcing the execution and delivery of the Merger Agreement promptly following the execution of the Merger Agreement.

BBBY and TBHC intend that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The Merger Agreement is intended to constitute a “plan of reorganization” for purposes of Treasury Regulations Section 1.368-2(g) and 1.368-3(a), to which the BBBY, Merger Sub and TBHC are parties under Section 368(b) of the Code, and each of BBBY, Merger Sub and TBHC have adopted it as such.

Both prior to and following the Effective Time, BBBY, Merger Sub and TBHC shall use their respective commercially reasonable efforts, and shall cause their respective subsidiaries to use their commercially reasonable efforts, to take or cause to be taken any action necessary for the Merger to qualify for the Intended Tax Treatment, including (A) reasonably refraining from any action that such party knows, or is reasonably expected to know, is reasonably likely to prevent the Intended Tax Treatment and (B) shall not take any tax reporting position inconsistent with the Intended Tax Treatment for U.S. federal (and applicable state, local and non-U.S.) income tax purposes, unless otherwise required by a change in applicable tax law after the date of the Merger Agreement or a “determination” within the meaning of Section 1313(a)(1) of the Code (or any similar or corresponding provision of state, local, or non-U.S. Law).

For at least six (6) years following the Effective Time:

At TBHC’s option, TBHC may purchase, prior to the Effective Time, a six (6)-year prepaid “tail policy” on terms and conditions providing substantially equivalent benefits as the policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by TBHC and its subsidiaries in effect as of the date hereof with respect to matters arising on or before the Effective Time, covering without limitation the transactions contemplated hereby; provided that the annual cost of such “tail policy” may not exceed the 300% of the last annual premium paid by TBHC prior to the date hereof with respect to TBHC’s existing directors’ and officers’ liability insurance and fiduciary liability insurance policies. If TBHC has not purchased such tail policy prior to the Effective Time, for a period of six (6) years from the Effective Time, BBBY shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by TBHC and its subsidiaries or cause to be provided substitute policies or purchase or cause the surviving corporation to purchase, a “tail policy,” in either case of at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time.

The Merger Agreement also contains additional covenants, including, among others, covenants relating to the filing of this proxy statement/prospectus, the delisting of shares of TBHC Common Stock from the Nasdaq and the deregistration of TBHC under the Exchange Act (which are described under “The Merger—Listing of BBBY Common Stock; Delisting and Deregistration of TBHC Common Stock”), reporting requirements under Section 16 of the Exchange Act, notification of certain events, coordination with respect to litigation relating to the Merger and the termination or amendments of certain agreements, including TBHC’s existing credit facility with Bank of America, N.A.

In particular, pursuant to the Merger Agreement, at the election of BBBY, either (i) BBBY shall repay, on behalf of TBHC and its subsidiaries, on or before the Effective Time all amounts necessary to discharge in full all of the obligations of TBHC and its subsidiaries arising under that certain Third Amended and Restated Credit Agreement, dated as of March 31, 2023, by and among the Kirkland’s Stores, Inc., as lead borrower, the other borrowers named therein, the guarantors named therein, the Agent, or (ii) each of BBBY and TBHC shall use commercially reasonable efforts to, on or prior to the Effective Time, enter into a fully executed and enforceable amendment to TBHC’s existing revolving credit facility.