Business Context and Reporting Period
Company: Bed Bath & Beyond, Inc. (BBBY)
Filing Type: Form 8-K (Current Report)
Date of Report: June 16, 2026
Event: Entry into a Material Definitive Agreement (Merger Agreement) with Fathom Holdings Inc. ("FTHM").
Key Financial Metrics and Transaction Terms
This filing details a merger transaction rather than periodic financial performance. Key financial terms include:
- Exchange Ratio: 0.2236 shares of BBBY Common Stock for each share of FTHM Common Stock.
- Termination Fee: FTHM must pay BBBY $2,000,000 if the agreement is terminated due to a change in FTHM's board recommendation.
- Expense Reimbursement: If FTHM stockholders do not approve the merger, FTHM must reimburse BBBY for out-of-pocket fees up to $1,000,000.
- Debt Consideration: The merger is conditioned on the payoff of FTHM's "2024 Senior Notes" and other specified indebtedness at closing.
Note: The filing text does not provide specific revenue, profit, cash flow, or margin figures for either company.
Material Changes and Transaction Structure
The primary material change is the execution of the Merger Agreement and Plan of Reorganization. Key structural elements include:
- Surviving Entity: FTHM will merge into a BBBY subsidiary and survive as a wholly-owned subsidiary of BBBY.
- Equity Treatment: FTHM options will be canceled without payment. FTHM restricted stock awards (RSAs), RSUs, and PSUs will generally be converted to BBBY equivalents based on the Exchange Ratio, with specific vesting acceleration provisions for non-employee directors and terminations without cause within 12 months post-closing.
- Outside Date: The transaction must be completed by December 16, 2026, subject to extensions.
Guidance, Risks, and Conditions
Conditions to Closing:
- Approval by FTHM stockholders.
- Effectiveness of BBBY's Form S-4 registration statement and NYSE listing approval.
- Payoff of FTHM's 2024 Senior Notes.
- Absence of laws restraining the merger and no material adverse effects.
Risks and Contingencies:
- Termination Rights: Either party may terminate for breach of representations or failure of conditions. FTHM may terminate for a "Superior Proposal."
- Forward-Looking Statements: Risks include failure to obtain regulatory approvals, inability to realize synergies, disruption of operations, and litigation.
- Voting Agreements: Certain FTHM stockholders have agreed to vote in favor of the merger and not to transfer shares during the term.
Investor Verification Checklist
- Verify the final approval status of the merger by FTHM stockholders.
- Review the upcoming Form S-4 proxy statement/prospectus for detailed financial data and risk factors.
- Confirm the payoff status of FTHM's 2024 Senior Notes as a condition precedent.
- Monitor for any "Superior Proposals" that could trigger FTHM's termination rights.
- Check the NYSE listing approval status for the shares to be issued.