Brand House Collective Inc.

04/03/2026 | Press release | Distributed by Public on 04/03/2026 14:19

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Courtois Andrea K.
2. Issuer Name and Ticker or Trading Symbol
BRAND HOUSE COLLECTIVE, INC. [TBHC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO
(Last) (First) (Middle)
C/O TBHC, 5310 MARYLAND WAY
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026
(Street)
BRENTWOOD, TN 37027
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/02/2026 F 29,650(1) D $0.9399 70,350 D
Common Stock(2) 04/02/2026 D 70,350 D (3)(4) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Courtois Andrea K.
C/O TBHC, 5310 MARYLAND WAY
BRENTWOOD, TN 37027
CFO

Signatures

/s/ Michael W. Sheridan, Attorney-in-Fact for Andrea K. Courtois 04/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents shares withheld to satisfy the reporting person's tax withholding obligation with respect to the 100,000 restricted stock units that vested on April 2,2026. The reporting person retained the remaining shares.
(2) On April 2, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated November 24, 2025, by and among Bed Bath & Beyond, Inc., a Delaware corporation ("Parent"), Knight Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, the Issuer became a wholly owned subsidiary of Parent (the "Merger").
(3) At the effective time of the Merger (the "Effective Time"), each Company restricted share unit ("Company RSU") outstanding immediately prior to the Effective Time vested and was 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 Parent's common stock, par value $0.0001 per share ("Parent Common Stock") equal to (i) the number of shares of common stock, no par value per share, of the Company ("Company Common Stock") subject to such Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (as defined below), plus any Fractional Share Cash Consideration (as defined in the Merger Agreement) in accordance with the Merger Agreement.
(4) Pursuant to the Merger Agreement, at the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.1993 shares (the "Exchange Ratio") of Parent Common Stock, plus cash in lieu of any fractional shares of Parent Common Stock that otherwise would have been issued.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Brand House Collective Inc. published this content on April 03, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 03, 2026 at 20:19 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]