Ex-Bed Bath & Beyond parent raises $45.5 million, then sinks 26%

The company owns the Bed Bath & Beyond, Overstock, buybuy BABY, Kirkland's and The Container Store brands. It took its new name on August 14. [C6][C6] Joint press release, About Neighborhood IntelligenceIts portfolio includes Bed Bath & Beyond, Overstock, buybuy BABY, Kirkland's, The Container Store, Elfa and Closet WorksJoint press release of Fathom and Neighborhood Intelligence, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_ex99-1.htm [C42][C42] Form 8-K, Item 5.03Effective August 14, 2026, Bed Bath & Beyond, Inc. (the"Company") changed its corporate name to Neighborhood Intelligence, Inc.Bed Bath & Beyond, Inc. Form 8-K on its name change, filed August 14, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033194/ef20080088_8k.htm Its annual report says its home goods sales track the U.S. housing market and how shoppers feel. It also says online retail is fiercely competitive and easy to enter. [C61][C61] Form 10-K, risk factorsWe believe that our sales of home-related products are affected by the strength of the U.S. housing market and overall consumer sentiment on discretionary goods.Bed Bath & Beyond, Inc. annual report on Form 10-K for 2025, filed February 24, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000113071326000018/bbby-20251231.htm [C62][C62] Form 10-K, competitionE-commerce is intensely competitive and has relatively low barriers to entry.Bed Bath & Beyond, Inc. annual report on Form 10-K for 2025, filed February 24, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000113071326000018/bbby-20251231.htm The housing market is still slow. Homes put under contract in August were 4.7% fewer than a year earlier, and signings run about 30% below the years before the pandemic, the National Association of Realtors said. [H1][H1] National Association of Realtors release, September 17, 2026Pending home sales in August increased by 0.3% month-over-month and decreased 4.7% year-over-yearNational Association of Realtors via GlobeNewswire · Read October 6, 2026Open source ↗https://www.globenewswire.com/news-release/2026/09/17/3364133/0/en/nar-pending-home-sales-report-shows-0-3-increase-in-august.html [H2][H2] National Association of Realtors release, September 17, 2026Nationally, contract signings today are running roughly 30% below where they were in the years leading up to the pandemicNational Association of Realtors via GlobeNewswire · Read October 6, 2026Open source ↗https://www.globenewswire.com/news-release/2026/09/17/3364133/0/en/nar-pending-home-sales-report-shows-0-3-increase-in-august.html

In the first half of 2026, revenue rose to $608.9 million from $514.0 million. Gross profit rose to $155.9 million. It still lost $55.9 million under standard accounting rules. [C27][C27] Form 10-Q, statements of operationsNet revenue $361,159 $282,251 $608,914 $513,999Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm [C28][C28] Form 10-Q, statements of operationsGross profit 96,681 66,969 155,879 125,101Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm [C29][C29] Form 10-Q, statements of operationsNet loss $ (39,497) $ (19,313) $ (55,895) $ (59,225)Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm Adjusted EBITDA is the company's own measure. It leaves out interest, taxes, depreciation, stock pay and $26.3 million of special items. [C93][C93] Second-quarter press release, adjusted EBITDA reconciliationDepreciation and amortization 7,955 4,080 11,159 8,924 Stock-based compensation 2,075 3,386 3,608 4,480Bed Bath & Beyond, Inc. second-quarter 2026 results press release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052552/ex991q226pressrelease.htm [C94][C94] Second-quarter press release, adjusted EBITDA reconciliationSpecial items (see table below) 20,682 (3,113) 26,292 927Bed Bath & Beyond, Inc. second-quarter 2026 results press release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052552/ex991q226pressrelease.htm Those include $13.3 million of deal costs and $7.2 million of restructuring costs. Even so, it was a loss of $20.0 million. [C95][C95] Second-quarter press release, special itemsAcquisition-related costs 1 $8,667 $ - $13,343 $ - Restructuring costs 1, 2 6,266 2,341 7,200 6,717Bed Bath & Beyond, Inc. second-quarter 2026 results press release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052552/ex991q226pressrelease.htm [C58][C58] Second-quarter press release, adjusted EBITDA tableAdjusted EBITDA $ (12,172) $ (8,073) $ (20,032) $ (21,306)Bed Bath & Beyond, Inc. second-quarter 2026 results press release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052552/ex991q226pressrelease.htm Its operations used $50.0 million of cash, and equipment took $4.6 million more. So free cash flow was negative $54.7 million. It had $99.5 million of cash at June 30. [C56][C56] Second-quarter press release, free cash flow tableNet cash used in operating activities $ (50,040) $ (35,092) Expenditures for property and equipment (4,649) (2,994) Free cash flow $ (54,689) $ (38,086)Bed Bath & Beyond, Inc. second-quarter 2026 results press release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052552/ex991q226pressrelease.htm [C31][C31] Form 10-Q, balance sheetCash and cash equivalents $99,485 $175,295Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm

On July 8 it bought The Container Store. It paid 13,714,287 new shares and $112.6 million of 5% notes. Those shares were valued off a $5.37 close that day. [C32][C32] Form 10-Q, Note 17the Company issued an aggregate number of 13,714,287 shares of Common Stock and $112.6 million aggregate principal amount of Convertible Notes to holders of outstanding TCS indebtedness as merger considerationBed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm [C34][C34] Form 10-Q, Note 17based on the Company's closing share price of $5.37 on July 8, 2026Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm The notes can turn into about 12.2 million shares at about $9.10 each, or up to 25.5 million shares in some cases. Holders voted on September 24 to allow those shares. [C33][C33] Form 10-Q, Note 17equivalent to an initial conversion price of approximately $9.10 per share of Common StockBed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm [C63][C63] Resale prospectuswhich equates to approximately 12.2 million shares of Common StockNeighborhood Intelligence resale prospectus for selling stockholders, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033605/ny20078363x2_424b3.htm [C45][C45] Resale prospectus(ii) up to 25,458,575 shares of Common Stock issuable upon conversion of the Company's 5.00% Convertible Senior Notes due 2033Neighborhood Intelligence resale prospectus for selling stockholders, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033605/ny20078363x2_424b3.htm [C53][C53] Form 8-K, Item 5.07On September 24, 2026, Neighborhood Intelligence, Inc. (the"Company") held a virtual special meeting of its stockholdersNeighborhood Intelligence Form 8-K on its special meeting vote, filed September 25, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126037703/ef20082771_8k.htm [C40][C40] Form 8-K, Item 5.07of the issuance of shares of Common Stock upon conversion of the Company's 5.00% Senior Convertible Notes due 2033, was approvedNeighborhood Intelligence Form 8-K on its special meeting vote, filed September 25, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126037703/ef20082771_8k.htm A separate deal to buy F9 Brands ended on September 7. The seller said it could not meet the closing terms. [C54][C54] Form 8-K, Item 1.02On September 7, 2026, Beyond Home Services, LLC ("Purchaser"), a Delaware limited liability company and wholly owned subsidiary of Neighborhood Intelligence, Inc., a Delaware corporation (the"Company"), and F9 Investments, LLC, a Florida limited liability company ("Seller"), mutually agreed to terminate the Agreement and Plan of MergerNeighborhood Intelligence Form 8-K on ending the F9 Brands merger, filed September 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126035920/ef20081710_8k.htm [C41][C41] Form 8-K, Item 1.02following Seller's determination that it would be unable to satisfy certain conditions to the closing of the transactionsNeighborhood Intelligence Form 8-K on ending the F9 Brands merger, filed September 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126035920/ef20081710_8k.htm

The Container Store brought its own strain. In its quarter to June 27, before the purchase, it had $177.5 million of sales and $96.4 million of gross profit. That is about a 54% margin, but its operations used $26.5 million of cash. [C64][C64] The Container Store financial statements, statement of operationsNet sales $177,515 $165,165 Cost of sales (excluding depreciation and amortization) 81,131 74,915 Gross profit 96,384 90,250The Container Store Group financial statements for the thirteen weeks ended June 27, 2026, Exhibit 99.1 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-1.htm [C57][C57] The Container Store financial statements, cash flowsNet cash used in operating activities (26,524) (8,300)The Container Store Group financial statements for the thirteen weeks ended June 27, 2026, Exhibit 99.1 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-1.htm Its store loan had $77.9 million drawn and $13.8 million left to borrow at June 27. The loan runs to January 28, 2028. The company must keep at least 10% of it unused. [C65][C65] The Container Store financial statements, Exit ABLAs of June 27, 2026, there were $77,882 borrowings outstanding under the Exit ABL Credit Facility and $13,817 was available to borrow. The Exit ABL Credit Facility bears interest at a percentage per annum equal to SOFR plus 4.25% and matures on January 28, 2028.The Container Store Group financial statements for the thirteen weeks ended June 27, 2026, Exhibit 99.1 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-1.htm [C66][C66] The Container Store financial statements, covenantsWe are required to maintain minimum availability of at least 10% of the greater of the borrowing base and the aggregate commitmentsThe Container Store Group financial statements for the thirteen weeks ended June 27, 2026, Exhibit 99.1 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-1.htm

In June it agreed to buy Fathom for 0.2236 of its own shares per Fathom share. It also lent Fathom about $3.0 million at 9%, due in April 2027. The interest is added to the loan, not paid in cash. [C1][C1] Form 8-K, Item 1.02mutually agreed to terminate the Merger Agreement and Plan of Reorganization, dated as of June 16, 2026Neighborhood Intelligence Form 8-K on ending the Fathom merger, with a business update, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_8k.htm [C37][C37] Form S-4, Fathom mergerwill be converted into the right to receive a number of shares of NXH Common Stock initially equal to 0.2236Bed Bath & Beyond, Inc. Form S-4 for the Fathom merger, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033448/ny20076477x1_s4.htm [C38][C38] Form S-4, Fathom mergerFathom issued NXH a subordinated secured promissory note in the original principal amount of approximately $3,036,350.39 (as amended and restated, the"Bridge Note"). The Bridge Note bears interest at a rate of 9.0% per annum, matures in April 2027, and is secured by all of Fathom's assets.Bed Bath & Beyond, Inc. Form S-4 for the Fathom merger, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033448/ny20076477x1_s4.htm [C67][C67] Form S-4, Agreements Related to the Mergerwhich is payable in kind and added to the principal amount at the end of each calendar monthBed Bath & Beyond, Inc. Form S-4 for the Fathom merger, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033448/ny20076477x1_s4.htm The loan is backed by Fathom's assets but ranks behind Fathom's senior debt. Fathom said it needed this company's promised support to ease doubt about its own survival. That promise runs for a year and a day after December 1, 2026. [C68][C68] Form S-4, Agreements Related to the MergerNXH's rights under the Security Agreement are subordinate to the Senior DebtBed Bath & Beyond, Inc. Form S-4 for the Fathom merger, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033448/ny20076477x1_s4.htm [C69][C69] Form S-4, Fathom risk factorswe are dependent upon committed financial support from NXH to mitigate conditions that raised substantial doubt about our ability to continue as a going concernBed Bath & Beyond, Inc. Form S-4 for the Fathom merger, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033448/ny20076477x1_s4.htm [C39][C39] Form S-4, Fathom financial statementsNXH has committed to provide financial support to the Company, for a year and one day following December 1, 2026.Bed Bath & Beyond, Inc. Form S-4 for the Fathom merger, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033448/ny20076477x1_s4.htm

It also owns stakes in blockchain firms. It holds about 38.7% of tZERO in all, 22% of it directly, and 99% of Medici Ventures. [C70][C70] Form 10-Q, Note 6the Company's combined direct and indirect ownership in tZERO, decreased from approximately 49.4% to 38.7%Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm [C35][C35] Form 10-Q, Note 6Medici Ventures, L.P. 99% tZERO Group, Inc. 22%Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm Its books carried its stakes in other firms at $55.9 million at June 30. Of that, $17.1 million was tZERO and Zulily at fair value. [C36][C36] Form 10-Q, Note 6The carrying amount of the Company's equity method securities was $55.9 million at June 30, 2026, which is included in Equity securities on the consolidated balance sheets, of which $17.1 million was valued under the fair value option (tZERO and Zulily Newco)Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm On September 24, the two companies had proposed a new deal. The company would put its tZERO, Medici and GrainChain stakes into Fathom, valued at no less than $130 million. In return it would take control of Fathom. [W12][W12] Joint press release, September 24, 2026its Medici-related fund assets, and its direct investment in GrainChain, Inc.Business Wire via Nasdaq · Read October 6, 2026Open source ↗https://www.nasdaq.com/press-release/fathom-holdings-and-neighborhood-intelligence-announce-proposed-restructured [W13][W13] Joint press release, September 24, 2026The Transaction would ascribe no less than $130 million in value to the digital assets contributed by NXHBusiness Wire via Nasdaq · Read October 6, 2026Open source ↗https://www.nasdaq.com/press-release/fathom-holdings-and-neighborhood-intelligence-announce-proposed-restructured [W14][W14] Joint press release, September 24, 2026with NXH expected to maintain a controlling interest in Fathom following the transactionBusiness Wire via Nasdaq · Read October 6, 2026Open source ↗https://www.nasdaq.com/press-release/fathom-holdings-and-neighborhood-intelligence-announce-proposed-restructured

The two boards ended the Fathom deal by mutual consent. They said a merger at current stock prices would not reflect the fair value of either company. They will look at working together, such as by sharing data. [C1][C1] Form 8-K, Item 1.02mutually agreed to terminate the Merger Agreement and Plan of Reorganization, dated as of June 16, 2026Neighborhood Intelligence Form 8-K on ending the Fathom merger, with a business update, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_8k.htm [C2][C2] Joint press release with Fathomthe Boards of both companies concluded that proceeding with a merger at current valuations would not appropriately reflect the fair value of either company for its shareholdersJoint press release of Fathom and Neighborhood Intelligence, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_ex99-1.htm [C4][C4] Joint press release with FathomAreas under consideration include data sharingJoint press release of Fathom and Neighborhood Intelligence, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_ex99-1.htm Once ended, the deal frees both sides from their duties. The filing names no fee or payment. The deal's $2.0 million fee and up to $1.0 million of costs were owed by Fathom only in set cases, such as its board changing its vote. [C71][C71] Form 8-K, Item 1.02each of the parties to the Merger Agreement shall be relieved of their duties and obligations arising under the Merger Agreement after the date of such terminationNeighborhood Intelligence Form 8-K on ending the Fathom merger, with a business update, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_8k.htm [C72][C72] Form S-4, questions and answersAgreement is terminated under specified circumstances, including if the Fathom Board changes its recommendation, Fathom may be required to pay NXH a termination fee of approximately $2.0 million. In addition, if NXH or Fathom terminate the Merger Agreement due to a failure to obtain stockholder approval in connection with the Merger, Fathom would be required to pay NXH an expense reimbursement fee of up to $1.0 million.Bed Bath & Beyond, Inc. Form S-4 for the Fathom merger, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033448/ny20076477x1_s4.htm The company also pulled the share filing for the deal. Fathom's stock fell 31.7% to $0.2266 that day. [C26][C26] Form RWit no longer plans to consummate the business combination described in the Registration StatementNeighborhood Intelligence request to withdraw its Form S-4 for the Fathom merger, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038536/ef20083269_rw.htm [C48][C48] IEX closing pricesFTHM closed at $0.3319 on October 2, 2026 (IEX)IEX closing prices for NXH, FTHM and XRT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C49][C49] IEX closing pricesFTHM closed at $0.2266 on October 5, 2026 (IEX)IEX closing prices for NXH, FTHM and XRT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/

Soon after the September proposal, it said it will keep its blockchain stakes instead. It said this came after a review by its board and talks with shareholders. [C3][C3] Joint press release with Fathomfollowing a review by its Board and management and discussions with shareholders, Neighborhood Intelligence determined that retaining ownership and control of its blockchain and digital asset investments offers its shareholders the greatest opportunity to participate in their potential future valueJoint press release of Fathom and Neighborhood Intelligence, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_ex99-1.htm

The stock sale was led by funds run by Highbridge Capital Management. Chief executive Marcus Lemonis also bought. He took shares only and no warrants. [C11][C11] Free writing prospectusThe registered direct was led by certain funds managed by Highbridge Capital Management LLC ("Highbridge") with participation from the Company's President's List including Executive Chairman and CEO of Neighborhood Intelligence, Marcus Lemonis.Neighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm [C12][C12] Free writing prospectushas elected to forgo the accompanying warrants and will receive only shares of common stock.Neighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm Buyers paid $2.76 a share for 16,485,508 shares. They also got warrants to buy 16,123,189 more at $3.45. The warrants start in six months and last five years. [C9][C9] Free writing prospectusentered into a definitive agreement for the purchase and sale of an aggregate of 16,485,508 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $2.76 per shareNeighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm [C10][C10] Free writing prospectusthe Company will issue warrants to purchase up to 16,123,189 shares of common stock. The warrants will have an exercise price of $3.45 per share, will be exercisable six months following the initial issuance date, and will expire five years following the initial exercise date.Neighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm The sale was due to close on or about October 6, but no filing we read confirms that it closed. It raises about $45.5 million before fees to the agent, Rodman & Renshaw, and other costs. The release gives no fee amount. [C73][C73] Free writing prospectusThe closing of the offering is expected to occur on or about October 6, 2026, subject to the satisfaction of customary closing conditions.Neighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm [C13][C13] Free writing prospectusThe aggregate gross proceeds to the Company from the offering are expected to be approximately $45.5 million, before deducting the placement agent fees and other offering expenses payable by the CompanyNeighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm [C91][C91] Free writing prospectusRodman & Renshaw LLC is acting as the exclusive placement agent for the offering.Neighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm

The release names two uses for the money. One is to speed up merger savings and build inventory. Another line says the money is for day-to-day needs and general use. [C15][C15] Free writing prospectusThe Company intends to use the net proceeds from the offering to accelerate merger synergies and build inventory.Neighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm [C74][C74] Free writing prospectusThe Company currently intends to use the net proceeds from the offering for working capital and other general corporate purposes.Neighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm If all the warrants are used at $3.45, they would bring in about $55.6 million. The release says about $56.25 million, which does not match its own terms. [C10][C10] Free writing prospectusthe Company will issue warrants to purchase up to 16,123,189 shares of common stock. The warrants will have an exercise price of $3.45 per share, will be exercisable six months following the initial issuance date, and will expire five years following the initial exercise date.Neighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm [C14][C14] Free writing prospectusThe potential additional gross proceeds from the warrants, if fully exercised on a cash basis, will be approximately $56.25 million.Neighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm

For current holders, the cost is a smaller slice. The 16.5 million new shares add about 17% to the roughly 97 million at August 31. The warrants could add about the same again. [C9][C9] Free writing prospectusentered into a definitive agreement for the purchase and sale of an aggregate of 16,485,508 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $2.76 per shareNeighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm [C55][C55] F9 termination press release, Exhibit 99.1As of August 31, 2026, after giving effect to the completed acquisitions of The Container Store, Kirkland's, Installed Right and SFV Construction Services, Neighborhood had approximately 97 million shares of common stock issued and outstandingNeighborhood Intelligence press release ending the F9 Brands deal, Exhibit 99.1 to Form 8-K, September 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126035920/ef20081710_ex99-1.htm [C10][C10] Free writing prospectusthe Company will issue warrants to purchase up to 16,123,189 shares of common stock. The warrants will have an exercise price of $3.45 per share, will be exercisable six months following the initial issuance date, and will expire five years following the initial exercise date.Neighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm The notes could add 12.2 million to 25.5 million more. All told, the share count could reach about 142 million to 155 million, before staff stock awards. Its charter allows 200 million. [C63][C63] Resale prospectuswhich equates to approximately 12.2 million shares of Common StockNeighborhood Intelligence resale prospectus for selling stockholders, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033605/ny20078363x2_424b3.htm [C45][C45] Resale prospectus(ii) up to 25,458,575 shares of Common Stock issuable upon conversion of the Company's 5.00% Convertible Senior Notes due 2033Neighborhood Intelligence resale prospectus for selling stockholders, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033605/ny20078363x2_424b3.htm [C75][C75] Form 10-Q, balance sheetCommon stock, $0.0001 par value, authorized shares - 200,000Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm A resale filing also lets other holders sell up to 46,229,056 shares. Most are Container Store shares and stock from the notes. [C43][C43] Resale prospectusup to 46,229,056 shares (the"Resale Shares") of common stockNeighborhood Intelligence resale prospectus for selling stockholders, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033605/ny20078363x2_424b3.htm [C44][C44] Resale prospectus(i) 13,570,481 shares of Common Stock issued to certain Selling Stockholders in connection with the Agreement and Plan of Merger, dated as of April 2, 2026Neighborhood Intelligence resale prospectus for selling stockholders, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033605/ny20078363x2_424b3.htm [C45][C45] Resale prospectus(ii) up to 25,458,575 shares of Common Stock issuable upon conversion of the Company's 5.00% Convertible Senior Notes due 2033Neighborhood Intelligence resale prospectus for selling stockholders, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033605/ny20078363x2_424b3.htm Half the Container Store shares are locked up for 180 days after the July 8 closing. They free up sooner if the stock averages $9.80 or more for 20 trading days in a row. [C76][C76] Resale prospectuswith respect to 50% of the TCS Lock-Up Shares, ending on the earlier of (i) the 180th day following the TCS Closing Date and (ii) the date on which the daily volume-weighted average price (the"VWAP") of the Common Stock on the NYSE or Nasdaq, as applicable, equals or exceeds $9.80 per share for 20 consecutive trading daysNeighborhood Intelligence resale prospectus for selling stockholders, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033605/ny20078363x2_424b3.htm Lenders to The Container Store get paid before common holders, and their loan is secured by nearly all of that unit's assets. The 5% notes also rank ahead, as senior unsecured debt backed by some subsidiaries. [C96][C96] The Container Store financial statements, Exit ABLThe Exit ABL Credit Facility is secured by substantially all assets of the Company PartiesThe Container Store Group financial statements for the thirteen weeks ended June 27, 2026, Exhibit 99.1 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-1.htm [C97][C97] Pro forma financial information, Note 1The Convertible Notes are senior unsecured obligations of BBBY, guaranteed by certain of its subsidiariesUnaudited pro forma combined financial information, Exhibit 99.8 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-8.htm

It did cut its plan to sell stock bit by bit on the market, from $200 million to $75 million. It had already sold about $2.9 million that way, without saying how many shares or at what prices. So about $72 million of room is left. [C16][C16] Prospectus supplement, October 5, 2026to reduce the aggregate offering price of shares of our common stock that may be offered under the ATM Program from $200,000,000 to $75,000,000Neighborhood Intelligence prospectus supplement cutting its at-the-market program, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038554/ny20083282x1_424b5.htm [C77][C77] Prospectus supplement, October 5, 2026we have sold shares of our common stock for gross proceeds of approximately $2.9 million pursuant to the ATM ProgramNeighborhood Intelligence prospectus supplement cutting its at-the-market program, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038554/ny20083282x1_424b5.htm

At the $2.76 sale price, the roughly 97 million shares were worth about $270 million. So the raise is about 17% of the company's value. [C9][C9] Free writing prospectusentered into a definitive agreement for the purchase and sale of an aggregate of 16,485,508 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $2.76 per shareNeighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm [C55][C55] F9 termination press release, Exhibit 99.1As of August 31, 2026, after giving effect to the completed acquisitions of The Container Store, Kirkland's, Installed Right and SFV Construction Services, Neighborhood had approximately 97 million shares of common stock issued and outstandingNeighborhood Intelligence press release ending the F9 Brands deal, Exhibit 99.1 to Form 8-K, September 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126035920/ef20081710_ex99-1.htm [C13][C13] Free writing prospectusThe aggregate gross proceeds to the Company from the offering are expected to be approximately $45.5 million, before deducting the placement agent fees and other offering expenses payable by the CompanyNeighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm With The Container Store and Kirkland's counted for a full year, revenue would have been $2.1 billion. That puts the stock at about 0.13 times a year's sales. [C90][C90] Pro forma statement of operations, 2025Net revenue $1,044,616 $395,782 $ (2,417) 4(a) $670,096 $ - $2,108,077Unaudited pro forma combined financial information, Exhibit 99.8 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-8.htm [C9][C9] Free writing prospectusentered into a definitive agreement for the purchase and sale of an aggregate of 16,485,508 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $2.76 per shareNeighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm [C55][C55] F9 termination press release, Exhibit 99.1As of August 31, 2026, after giving effect to the completed acquisitions of The Container Store, Kirkland's, Installed Right and SFV Construction Services, Neighborhood had approximately 97 million shares of common stock issued and outstandingNeighborhood Intelligence press release ending the F9 Brands deal, Exhibit 99.1 to Form 8-K, September 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126035920/ef20081710_ex99-1.htm The stock fell 25.6% on October 5, while a retail stock fund rose 0.4%. At $2.06 it was about 62% below the $5.37 close on July 8. It was about 52% below $4.28 on August 17. [C46][C46] IEX closing pricesNXH closed at $2.77 on October 2, 2026 (IEX)IEX closing prices for NXH, FTHM and XRT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C47][C47] IEX closing pricesNXH closed at $2.06 on October 5, 2026 (IEX)IEX closing prices for NXH, FTHM and XRT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C50][C50] IEX closing pricesXRT closed at $82.62 on October 2, 2026 (IEX)IEX closing prices for NXH, FTHM and XRT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C51][C51] IEX closing pricesXRT closed at $82.91 on October 5, 2026 (IEX)IEX closing prices for NXH, FTHM and XRT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C34][C34] Form 10-Q, Note 17based on the Company's closing share price of $5.37 on July 8, 2026Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm [C78][C78] Resale prospectusOn August 17, 2026, the last reported sale price of our Common Stock on Nasdaq was $4.28 per share.Neighborhood Intelligence resale prospectus for selling stockholders, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033605/ny20078363x2_424b3.htm

The company said that, "based on current trends," gross margin should top 30%. It said that beats an earlier goal, which it did not state. No outside party has checked this estimate. [C7][C7] Form 8-K, Item 7.01, Business UpdateBased on current trends, gross margin is expected to exceed 30%, ahead of the Company's previously stated targetNeighborhood Intelligence Form 8-K on ending the Fathom merger, with a business update, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_8k.htm [C80][C80] Form 8-K, Item 7.01has not been reviewed by any third partiesNeighborhood Intelligence Form 8-K on ending the Fathom merger, with a business update, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_8k.htm Much of the jump may come from adding The Container Store, with its 54% margin. The second-quarter margin of 26.8% also got help from a one-time $9.2 million tariff refund. [C64][C64] The Container Store financial statements, statement of operationsNet sales $177,515 $165,165 Cost of sales (excluding depreciation and amortization) 81,131 74,915 Gross profit 96,384 90,250The Container Store Group financial statements for the thirteen weeks ended June 27, 2026, Exhibit 99.1 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-1.htm [C27][C27] Form 10-Q, statements of operationsNet revenue $361,159 $282,251 $608,914 $513,999Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm [C28][C28] Form 10-Q, statements of operationsGross profit 96,681 66,969 155,879 125,101Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm [C81][C81] Form 10-Q, Note 10, tariff refundswith no amounts recorded in prior periods. The $9.2 million of tariff refund claims is offset against cost of goods sold, the financial statement caption in which the original tariff cost was recognizedBed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm It said it has cut more than $50 million of overhead this year and found at least $30 million more. It is closing several dozen stores by year-end. It called its sales trend encouraging but gave no dollar figures for the third quarter. [C23][C23] Leadership press releaseYear to date, the combined companies have removed more than $50 million of SG&ANeighborhood Intelligence leadership press release, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038653/ef20083311_ex99-1.htm [C24][C24] Leadership press releasethe Company has identified at least an additional $30 million of savings opportunitiesNeighborhood Intelligence leadership press release, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038653/ef20083311_ex99-1.htm [C25][C25] Leadership press releasehas begun exiting several dozen locations, with those closures expected to be completed by year-end.Neighborhood Intelligence leadership press release, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038653/ef20083311_ex99-1.htm [C82][C82] Form 8-K, Item 7.01, Business UpdateThe Company is seeing encouraging revenue momentum across its core businessNeighborhood Intelligence Form 8-K on ending the Fathom merger, with a business update, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_8k.htm

It also said it does not plan to buy more companies. [C83][C83] Form 8-K, Item 7.01, Business UpdateAt this time, the Company does not anticipate pursuing additional acquisitionsNeighborhood Intelligence Form 8-K on ending the Fathom merger, with a business update, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_8k.htm

Finance chief Brian LaRose quit on October 5, and the filing gives no reason. His stand-in, Paul Kosturos, is a managing director at Alvarez & Marsal, a turnaround firm. [C21][C21] Form 8-K, Item 5.02Mr. Kosturos succeeds Brian LaRose, the Company's Chief Financial Officer and principal financial officer, who, on October 5, 2026, tendered his resignation effective as of such date.Neighborhood Intelligence Form 8-K on its interim chief financial officer, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038653/ef20083311_form8k.htm [C22][C22] Form 8-K, Item 5.02is a Managing Director at Alvarez & Marsal Private Equity Performance Improvement Group, LLCNeighborhood Intelligence Form 8-K on its interim chief financial officer, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038653/ef20083311_form8k.htm The company also gave that firm more work on its books, tech and structure. It did not say what it pays the firm or the interim finance chief. [C84][C84] Leadership press releaseThe Company has also expanded its strategic relationship with A&M to provide specialized expertise across finance and accounting, technology consolidation and organizational structure.Neighborhood Intelligence leadership press release, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038653/ef20083311_ex99-1.htm

The balance sheet has little slack. Counting The Container Store as if owned at June 30, the company had $127.7 million of cash. It had about $215 million of debt and about $416 million of store leases. [C85][C85] Pro forma balance sheet, June 30, 2026Cash and cash equivalents $99,485 $29,255 6,465 6(l) $127,705Unaudited pro forma combined financial information, Exhibit 99.8 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-8.htm [C86][C86] Pro forma balance sheet, June 30, 2026Short-term debt, net 23,000 282 (7,500) 6(e) 15,782Unaudited pro forma combined financial information, Exhibit 99.8 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-8.htm [C87][C87] Pro forma balance sheet, June 30, 2026Long-term debt, net 13,455 82,551 (4,462) 6(e) 198,873Unaudited pro forma combined financial information, Exhibit 99.8 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-8.htm [C88][C88] Pro forma balance sheet, June 30, 2026Operating lease liabilities, current 33,565 59,431 1,013 6(h) 94,009Unaudited pro forma combined financial information, Exhibit 99.8 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-8.htm [C89][C89] Pro forma balance sheet, June 30, 2026Operating lease liabilities, non-current 83,068 234,551 3,999 6(h) 321,618Unaudited pro forma combined financial information, Exhibit 99.8 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-8.htm With EBITDA below zero, debt-to-profit ratios do not work. [C58][C58] Second-quarter press release, adjusted EBITDA tableAdjusted EBITDA $ (12,172) $ (8,073) $ (20,032) $ (21,306)Bed Bath & Beyond, Inc. second-quarter 2026 results press release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052552/ex991q226pressrelease.htm Its BMO bank credit line had $15.5 million drawn and $9.5 million of letters of credit at June 30. It ends in October 2026. [C60][C60] Form 10-Q, Note 9, BMO linewhich will now terminate in October 2026. As of June 30, 2026, the Company had $9.5 million of outstanding standby letter of credits under the Revolving Note. As of June 30, 2026, the outstanding balance on the line of credit was $15.5 million.Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm

The case for the stock: the company cut its plan to sell more stock. Its chief executive bought at the sale price without warrants. It says it will stop buying companies, and it has cut more than $50 million of overhead with $30 million more found. [C16][C16] Prospectus supplement, October 5, 2026to reduce the aggregate offering price of shares of our common stock that may be offered under the ATM Program from $200,000,000 to $75,000,000Neighborhood Intelligence prospectus supplement cutting its at-the-market program, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038554/ny20083282x1_424b5.htm [C12][C12] Free writing prospectushas elected to forgo the accompanying warrants and will receive only shares of common stock.Neighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm [C83][C83] Form 8-K, Item 7.01, Business UpdateAt this time, the Company does not anticipate pursuing additional acquisitionsNeighborhood Intelligence Form 8-K on ending the Fathom merger, with a business update, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_8k.htm [C23][C23] Leadership press releaseYear to date, the combined companies have removed more than $50 million of SG&ANeighborhood Intelligence leadership press release, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038653/ef20083311_ex99-1.htm [C24][C24] Leadership press releasethe Company has identified at least an additional $30 million of savings opportunitiesNeighborhood Intelligence leadership press release, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038653/ef20083311_ex99-1.htm In September it valued the blockchain stakes at no less than $130 million in its Fathom plan. Its books carried tZERO and Zulily at $17.1 million. If that value is real and can be sold for cash, it would pay for a lot of losses. [W13][W13] Joint press release, September 24, 2026The Transaction would ascribe no less than $130 million in value to the digital assets contributed by NXHBusiness Wire via Nasdaq · Read October 6, 2026Open source ↗https://www.nasdaq.com/press-release/fathom-holdings-and-neighborhood-intelligence-announce-proposed-restructured [C36][C36] Form 10-Q, Note 6The carrying amount of the Company's equity method securities was $55.9 million at June 30, 2026, which is included in Equity securities on the consolidated balance sheets, of which $17.1 million was valued under the fair value option (tZERO and Zulily Newco)Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm About 6.9 million old warrants at $15.50 expire on October 7, 2026, which removes that supply. [C98][C98] Form 10-Q, Note 12, warrantsThe Warrants have a cash exercise price of $15.50, and will expire on October 7, 2026, unless the Early Expiration Price Condition (as defined in the Warrant Agreement) is met. For the six months ended June 30, 2026, 195 warrants were exercised. As of June 30, 2026, 6.9 million Warrants remained outstanding.Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm

The case against starts with cash. At their latest pace, the old business and The Container Store used roughly $18 million a month together. The bank line ends in October, and the store loan had only $13.8 million left to borrow. [C56][C56] Second-quarter press release, free cash flow tableNet cash used in operating activities $ (50,040) $ (35,092) Expenditures for property and equipment (4,649) (2,994) Free cash flow $ (54,689) $ (38,086)Bed Bath & Beyond, Inc. second-quarter 2026 results press release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052552/ex991q226pressrelease.htm [C57][C57] The Container Store financial statements, cash flowsNet cash used in operating activities (26,524) (8,300)The Container Store Group financial statements for the thirteen weeks ended June 27, 2026, Exhibit 99.1 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-1.htm [C60][C60] Form 10-Q, Note 9, BMO linewhich will now terminate in October 2026. As of June 30, 2026, the Company had $9.5 million of outstanding standby letter of credits under the Revolving Note. As of June 30, 2026, the outstanding balance on the line of credit was $15.5 million.Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm [C65][C65] The Container Store financial statements, Exit ABLAs of June 27, 2026, there were $77,882 borrowings outstanding under the Exit ABL Credit Facility and $13,817 was available to borrow. The Exit ABL Credit Facility bears interest at a percentage per annum equal to SOFR plus 4.25% and matures on January 28, 2028.The Container Store Group financial statements for the thirteen weeks ended June 27, 2026, Exhibit 99.1 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-1.htm Within weeks the company ended two deals and dropped its blockchain plan. Its finance chief quit with no reason given. About $416 million of leases make store closings costly. [C54][C54] Form 8-K, Item 1.02On September 7, 2026, Beyond Home Services, LLC ("Purchaser"), a Delaware limited liability company and wholly owned subsidiary of Neighborhood Intelligence, Inc., a Delaware corporation (the"Company"), and F9 Investments, LLC, a Florida limited liability company ("Seller"), mutually agreed to terminate the Agreement and Plan of MergerNeighborhood Intelligence Form 8-K on ending the F9 Brands merger, filed September 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126035920/ef20081710_8k.htm [C1][C1] Form 8-K, Item 1.02mutually agreed to terminate the Merger Agreement and Plan of Reorganization, dated as of June 16, 2026Neighborhood Intelligence Form 8-K on ending the Fathom merger, with a business update, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_8k.htm [C3][C3] Joint press release with Fathomfollowing a review by its Board and management and discussions with shareholders, Neighborhood Intelligence determined that retaining ownership and control of its blockchain and digital asset investments offers its shareholders the greatest opportunity to participate in their potential future valueJoint press release of Fathom and Neighborhood Intelligence, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_ex99-1.htm [C21][C21] Form 8-K, Item 5.02Mr. Kosturos succeeds Brian LaRose, the Company's Chief Financial Officer and principal financial officer, who, on October 5, 2026, tendered his resignation effective as of such date.Neighborhood Intelligence Form 8-K on its interim chief financial officer, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038653/ef20083311_form8k.htm [C88][C88] Pro forma balance sheet, June 30, 2026Operating lease liabilities, current 33,565 59,431 1,013 6(h) 94,009Unaudited pro forma combined financial information, Exhibit 99.8 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-8.htm [C89][C89] Pro forma balance sheet, June 30, 2026Operating lease liabilities, non-current 83,068 234,551 3,999 6(h) 321,618Unaudited pro forma combined financial information, Exhibit 99.8 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-8.htm Much of the margin jump may come from adding The Container Store and from a one-time refund in the base quarter. New shares, warrants and notes could lift the share count from about 97 million to as much as 155 million. [C64][C64] The Container Store financial statements, statement of operationsNet sales $177,515 $165,165 Cost of sales (excluding depreciation and amortization) 81,131 74,915 Gross profit 96,384 90,250The Container Store Group financial statements for the thirteen weeks ended June 27, 2026, Exhibit 99.1 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-1.htm [C81][C81] Form 10-Q, Note 10, tariff refundswith no amounts recorded in prior periods. The $9.2 million of tariff refund claims is offset against cost of goods sold, the financial statement caption in which the original tariff cost was recognizedBed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm [C9][C9] Free writing prospectusentered into a definitive agreement for the purchase and sale of an aggregate of 16,485,508 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $2.76 per shareNeighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm [C10][C10] Free writing prospectusthe Company will issue warrants to purchase up to 16,123,189 shares of common stock. The warrants will have an exercise price of $3.45 per share, will be exercisable six months following the initial issuance date, and will expire five years following the initial exercise date.Neighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm [C45][C45] Resale prospectus(ii) up to 25,458,575 shares of Common Stock issuable upon conversion of the Company's 5.00% Convertible Senior Notes due 2033Neighborhood Intelligence resale prospectus for selling stockholders, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033605/ny20078363x2_424b3.htm [C55][C55] F9 termination press release, Exhibit 99.1As of August 31, 2026, after giving effect to the completed acquisitions of The Container Store, Kirkland's, Installed Right and SFV Construction Services, Neighborhood had approximately 97 million shares of common stock issued and outstandingNeighborhood Intelligence press release ending the F9 Brands deal, Exhibit 99.1 to Form 8-K, September 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126035920/ef20081710_ex99-1.htm

Dates to watch: the sale was due to close on or about October 6, and the bank line ends in October. Store closings should finish by year-end. Half the Container Store shares can be sold 180 days after the July 8 closing. [C73][C73] Free writing prospectusThe closing of the offering is expected to occur on or about October 6, 2026, subject to the satisfaction of customary closing conditions.Neighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm [C60][C60] Form 10-Q, Note 9, BMO linewhich will now terminate in October 2026. As of June 30, 2026, the Company had $9.5 million of outstanding standby letter of credits under the Revolving Note. As of June 30, 2026, the outstanding balance on the line of credit was $15.5 million.Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm [C25][C25] Leadership press releasehas begun exiting several dozen locations, with those closures expected to be completed by year-end.Neighborhood Intelligence leadership press release, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038653/ef20083311_ex99-1.htm [C76][C76] Resale prospectuswith respect to 50% of the TCS Lock-Up Shares, ending on the earlier of (i) the 180th day following the TCS Closing Date and (ii) the date on which the daily volume-weighted average price (the"VWAP") of the Common Stock on the NYSE or Nasdaq, as applicable, equals or exceeds $9.80 per share for 20 consecutive trading daysNeighborhood Intelligence resale prospectus for selling stockholders, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033605/ny20078363x2_424b3.htm The third-quarter report has no date yet. It will be the first test of the margin claim and of cash. [C7][C7] Form 8-K, Item 7.01, Business UpdateBased on current trends, gross margin is expected to exceed 30%, ahead of the Company's previously stated targetNeighborhood Intelligence Form 8-K on ending the Fathom merger, with a business update, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_8k.htm The first interest payment on the 5% notes is due April 1, 2027. In April 2027 the Fathom loan also comes due, and the new warrants can first be used about then. [C99][C99] Pro forma financial information, Note 1payable semiannually in arrears on April 1 and October 1 of each year, beginning April 1, 2027Unaudited pro forma combined financial information, Exhibit 99.8 to Form 8-K, August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126031294/ef20079337_ex99-8.htm [C38][C38] Form S-4, Fathom mergerFathom issued NXH a subordinated secured promissory note in the original principal amount of approximately $3,036,350.39 (as amended and restated, the"Bridge Note"). The Bridge Note bears interest at a rate of 9.0% per annum, matures in April 2027, and is secured by all of Fathom's assets.Bed Bath & Beyond, Inc. Form S-4 for the Fathom merger, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033448/ny20076477x1_s4.htm [C10][C10] Free writing prospectusthe Company will issue warrants to purchase up to 16,123,189 shares of common stock. The warrants will have an exercise price of $3.45 per share, will be exercisable six months following the initial issuance date, and will expire five years following the initial exercise date.Neighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm

To close above $2.76 next March, the stock must gain 34% from $2.06. It must do that while the company burns cash and new shares hang over it. We would be wrong if the third-quarter report shows gross margin above 30% without one-time help, much lower cash burn, and no new stock sales. [C9][C9] Free writing prospectusentered into a definitive agreement for the purchase and sale of an aggregate of 16,485,508 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $2.76 per shareNeighborhood Intelligence free writing prospectus on its $45.5 million stock sale, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038562/ef20083294_fwp.htm [C47][C47] IEX closing pricesNXH closed at $2.06 on October 5, 2026 (IEX)IEX closing prices for NXH, FTHM and XRT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C7][C7] Form 8-K, Item 7.01, Business UpdateBased on current trends, gross margin is expected to exceed 30%, ahead of the Company's previously stated targetNeighborhood Intelligence Form 8-K on ending the Fathom merger, with a business update, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_8k.htm [C81][C81] Form 10-Q, Note 10, tariff refundswith no amounts recorded in prior periods. The $9.2 million of tariff refund claims is offset against cost of goods sold, the financial statement caption in which the original tariff cost was recognizedBed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm A renewed bank line would also weaken our case. So would a cash sale of the blockchain stakes near $130 million without new shares. [C60][C60] Form 10-Q, Note 9, BMO linewhich will now terminate in October 2026. As of June 30, 2026, the Company had $9.5 million of outstanding standby letter of credits under the Revolving Note. As of June 30, 2026, the outstanding balance on the line of credit was $15.5 million.Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm [W13][W13] Joint press release, September 24, 2026The Transaction would ascribe no less than $130 million in value to the digital assets contributed by NXHBusiness Wire via Nasdaq · Read October 6, 2026Open source ↗https://www.nasdaq.com/press-release/fathom-holdings-and-neighborhood-intelligence-announce-proposed-restructured

Sales, profit and cash for the third quarter. The company gave only a gross margin estimate. [C7][C7] Form 8-K, Item 7.01, Business UpdateBased on current trends, gross margin is expected to exceed 30%, ahead of the Company's previously stated targetNeighborhood Intelligence Form 8-K on ending the Fathom merger, with a business update, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038532/ef20083268_8k.htm

Whether the bank credit line that ends in October 2026 has been renewed, replaced or paid off. [C60][C60] Form 10-Q, Note 9, BMO linewhich will now terminate in October 2026. As of June 30, 2026, the Company had $9.5 million of outstanding standby letter of credits under the Revolving Note. As of June 30, 2026, the outstanding balance on the line of credit was $15.5 million.Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm

Whether Fathom repays the $3.0 million loan on time. Also whether the promise to back Fathom still stands now that the deal is off. [C38][C38] Form S-4, Fathom mergerFathom issued NXH a subordinated secured promissory note in the original principal amount of approximately $3,036,350.39 (as amended and restated, the"Bridge Note"). The Bridge Note bears interest at a rate of 9.0% per annum, matures in April 2027, and is secured by all of Fathom's assets.Bed Bath & Beyond, Inc. Form S-4 for the Fathom merger, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033448/ny20076477x1_s4.htm [C39][C39] Form S-4, Fathom financial statementsNXH has committed to provide financial support to the Company, for a year and one day following December 1, 2026.Bed Bath & Beyond, Inc. Form S-4 for the Fathom merger, filed August 18, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033448/ny20076477x1_s4.htm

What the blockchain stakes would fetch in a sale. The $130 million figure was set for a proposed deal that did not happen, and the last carried value is from June 30. [W13][W13] Joint press release, September 24, 2026The Transaction would ascribe no less than $130 million in value to the digital assets contributed by NXHBusiness Wire via Nasdaq · Read October 6, 2026Open source ↗https://www.nasdaq.com/press-release/fathom-holdings-and-neighborhood-intelligence-announce-proposed-restructured [C36][C36] Form 10-Q, Note 6The carrying amount of the Company's equity method securities was $55.9 million at June 30, 2026, which is included in Equity securities on the consolidated balance sheets, of which $17.1 million was valued under the fair value option (tZERO and Zulily Newco)Bed Bath & Beyond, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000162828026052744/byon-20260630.htm

How many stores close and what it will cost. The company says only "several dozen" locations. [C25][C25] Leadership press releasehas begun exiting several dozen locations, with those closures expected to be completed by year-end.Neighborhood Intelligence leadership press release, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038653/ef20083311_ex99-1.htm

A high and low for the past year. The stock changed its name and ticker in August, and no filing gives a full-year range. [C42][C42] Form 8-K, Item 5.03Effective August 14, 2026, Bed Bath & Beyond, Inc. (the"Company") changed its corporate name to Neighborhood Intelligence, Inc.Bed Bath & Beyond, Inc. Form 8-K on its name change, filed August 14, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126033194/ef20080088_8k.htm

Why the chief financial officer resigned. The filing does not say. [C21][C21] Form 8-K, Item 5.02Mr. Kosturos succeeds Brian LaRose, the Company's Chief Financial Officer and principal financial officer, who, on October 5, 2026, tendered his resignation effective as of such date.Neighborhood Intelligence Form 8-K on its interim chief financial officer, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1130713/000114036126038653/ef20083311_form8k.htm