Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On March 26, 2026, The Brand House Collective (the "Company") received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") indicating that the market value of publicly held shares ("MVPHS") of the Company's common stock for the last 30 consecutive business days did not meet the minimum MVPHS of $15,000,000 for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5450(b)(3)(C). The letter has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Global Select Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company will be provided with a compliance period of 180 calendar days, expiring September 22, 2026, in which to regain compliance. The letter further provided that if, at any time during the 180-day period, the Company's MVPHS closes at $15,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation that it has achieved compliance with the minimum MVPHS requirement, subject to Nasdaq's authority to extend this ten-day period as provided in Nasdaq Listing Rule 5810(c)(3)(H).

If the Company does not regain compliance by September 22, 2026, under Nasdaq Listing Rule 5810(c)(3)(D), the Company will receive written notice from Nasdaq that its securities are subject to delisting, subject to the Company's right to appeal the delisting determination to a Nasdaq hearings panel. Alternatively, the Company may transfer to the Nasdaq Capital Market, provided that it meets all applicable continued listing requirements of the Nasdaq Capital Market.

As previously announced, on November 24, 2025, the Company entered into an Agreement and Plan of Merger with Bed Bath & Beyond, Inc., a Delaware corporation ("Parent"), and Knight Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, upon the closing of the transactions contemplated thereby, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger").

The Company intends to actively monitor its MVPHS between now and September 22, 2026, and intends to take any reasonable actions to resolve the Company's noncompliance with the minimum MVPHS requirement as may be necessary. The Company anticipates that the Merger will be consummated prior to September 22, 2026. Upon consummation of the Merger, the Company will cease to be listed on Nasdaq as of the closing of the Merger and will become a wholly owned subsidiary of Parent. Parent's common stock is listed on the New York Stock Exchange.

There can be no assurance that the Company will be able to regain compliance with the minimum MVPHS requirement or will otherwise be in compliance with other Nasdaq listing requirements.