Form 8-K

8-K — NEIGHBORHOOD INTELLIGENCE, INC.

Accession: 0001628280-26-071105

Filed: 2026-11-05

Period: 2026-11-05

CIK: 0001130713

SIC: 5961 (RETAIL-CATALOG & MAIL-ORDER HOUSES)

Item: Results of Operations and Financial Condition

Documents

8-K — byon-20261105.htm (Primary)

EX-99.1 (ex991q326pressrelease.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: byon-20261105.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 5, 2026

Date of Report (date of earliest event reported)

Neighborhood Intelligence, Inc.

(Exact name of Registrant as specified in its charter)

Delaware 001-41850 87-0634302

(State or other jurisdiction of (Commission File Number) (I.R.S. Employer

incorporation) Identification Number)

5310 Maryland Way

Brentwood, Tennessee 37027

(Address of principal executive offices)(Zip Code)

(801) 947-3100

(Registrant’s telephone number, including area code)

433 W. Ascension Way, 3rd Floor, Murray, Utah 84123

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.0001 par value per share NXH Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On November 5, 2026, Neighborhood Intelligence, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarterly period ended September 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1. In connection with the release of financial results, the Company posted an updated presentation in the "Events & Presentation" portion of its investor relations website at https://ir.neighborhoodintelligence.com/.

The information in this Current Report on Form 8-K and in Exhibit 99.1 is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as may expressly be set forth in any such filing by specific reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number Exhibit Description

99.1

Press Release, dated November 5, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Neighborhood Intelligence, Inc.

By: /s/ PAUL KOSTUROS

Paul Kosturos

Interim Chief Financial Officer

Date: November 5, 2026

EX-99.1

Filename: ex991q326pressrelease.htm · Sequence: 2

Document

Neighborhood Intelligence Reports Core E-Commerce Growth of 9%, Led by 75% Growth at Overstock.com; Total Company Revenue Increases 98% Driven by Acquisitions

Gross Margin Performance Positioned for Improvement; Significant Progress on Cost Reductions and Merger Synergies, With Another $40 Million in Annualized Savings Identified

NASHVILLE, Tennessee - November 5, 2026 - Neighborhood Intelligence, Inc. (NASDAQ:NXH), formerly Bed Bath & Beyond, Inc., today reported third quarter 2026 revenue of $509 million, an increase of 98% year over year, primarily driven by the acquisitions of Kirkland’s and The Container Store. Core e-commerce revenue increased approximately 9%, led by 75% year-over-year growth at Overstock.com.

Gross profit was $173 million, representing a reported gross margin of approximately 34%. The quarter included a planned $14 million purchase price accounting benefit associated with inventory conditions identified and factored into the acquisitions before closing. This benefit was substantially offset by the Company’s planned elimination of dated, obsolete and underperforming inventory. Management sees a path to 37% through improved sourcing, assortment, inventory discipline and higher-margin home services.

Year to date, the Company has eliminated more than $50 million in annualized SG&A costs and merger synergies. Management has identified more than $40 million in additional annualized operational and merger savings through supply chain consolidation, elimination of organizational redundancies and optimization of the store fleet. The Company expects the full benefits of integration and merger synergies to develop over approximately six to nine months.

Management believes if it achieves mid-single-digit organic revenue growth, improved operating efficiencies and expansion of higher-margin home services the Company should be positioned to achieve an enterprise-wide positive cash flow inflection by the second half of 2027.

Inclusive of all closed transactions, retail store fleet rationalization and modest organic growth, the Company currently expects consolidated revenue of $2.0 billion to $2.1 billion in 2027, with gross margins ranging from 33% to 34%.

“Our legacy e-commerce business has achieved two important milestones worth noting: sustained revenue growth and adjusted EBITDA neutrality. We have accomplished what we set out to do in the underlying legacy business, and our focus now is on realizing the full potential of the enterprise we have assembled,” said Marcus A. Lemonis, Executive Chairman and Chief Executive Officer of Neighborhood Intelligence.

“While our baseline for 2027 is deliberately measured and assumes a continued depressed housing market, we are moving quickly to prepare for a more robust return to normalized housing activity. Our decision to accelerate the integration of our acquisitions, recalibrate inventory and simplify our operating structure reflects that conviction. We believe we can compound growth without a housing recovery, but even a modest improvement in housing activity could create meaningful upside and operating leverage.”

Third Quarter 2026 Highlights

Net revenue was $509 million, an increase of 98.0% year over year. Of the year-over-year increase, $229 million was attributable to acquired businesses, reflecting the integration of The Brand House Collective, including the Kirkland’s and Kirkland’s Home brands, and The Container Store, which was acquired during

the quarter. The remaining $23 million increase was driven by continued strength in the core online e-commerce business and an improved assortment.

Active customers increased to 9.0 million, up 117% year over year, and orders delivered increased to 4.0 million, up 217% year over year, reflecting growth in the base business and the inclusion of acquired brands. Orders per active customer increased to 2.0 from 1.3 in the prior-year period, an increase of 53%.

Gross profit was $173 million, or approximately 34% of net revenue. Of the year-over-year increase, $97 million was attributable to acquired businesses. The quarter included the planned purchase price accounting benefit and related inventory recalibration described above.

Sales and marketing expense was $54 million, or 10.7% of net revenue, an improvement of 330 basis points year over year.

Technology and general and administrative expense was $165 million compared with $33 million in the prior-year period, primarily due to acquired entities, with the remaining change attributable to various items, including professional fees related to acquisitions.

Net loss was $26 million, compared with a net loss of $5 million in the prior-year period. The current period includes approximately $20 million of special items, primarily acquisition-related costs, restructuring costs, and non-cash store-closure impairments.

Adjusted EBITDA (non-GAAP) was ($26) million, compared with ($5) million in the prior year period.

The Company's available sources of liquidity include, but are not limited to $127 million of cash, cash equivalents and restricted cash, $228 million in inventory and real estate owned free of borrowings of $26M. Equity in inventory at September 30, 2026 was $110 million, net of ABL borrowings of $118M.

Longer-Term Growth Opportunity

The Company’s 2027 baseline assumes continued weakness in housing starts and existing-home sales, with existing-home sales remaining near levels last seen during the Great Recession. Existing-home sales in 2025 were below 2009 levels and approximately 25% below the 2015–2019 average.

Management believes approximately 5% annual organic revenue growth is achievable from its 2027 base over the following three to four years without requiring a housing recovery. We see additional upside from 3 additional primary drivers. High Margin, High Average Order Home Services, Namely Elfa Systems being restocked with rebuilt sales funnel and lead management system; Full integration of Bed Bath & Beyond traditional product assortment and brand across 75+ store fleet (product being fully stocked now with signage and branding complete by Q1 2027); any potential improvement in the housing market currently recording both housing starts and existing home sales below 2009 Great Recession levels.

Even a modest improvement in housing activity could provide additional upside. A gradual return toward mid-cycle levels, still below those experienced during 2016–2019, could create meaningful operating leverage. Management believes it is able to generate approximately $30 million in incremental operating contribution for every additional $100 million of organic revenue.

“We have a clear plan to drive organic growth, strengthen margins and improve operating efficiency across our business,” said Amy Sullivan, President of Neighborhood Intelligence, Inc. “We’re leveraging the brands, sourcing capabilities and home services infrastructure we’ve acquired to create new opportunities for growth, while remaining disciplined in how we manage costs and deploy capital. We believe these initiatives can support normalized gross margins of 33% to 34% in the near term, with a longer-term objective of 37% as our sourcing improvements, assortment strategy and higher-margin home services contribute more fully.”

Earnings Webcast and Replay Information

Neighborhood Intelligence, Inc. will host a webcast to discuss its third quarter 2026 financial results, strategic initiatives and business outlook on Thursday, November 5, 2026, at 4:30 p.m. Eastern Time.

Questions may be emailed in advance to ir@neighborhoodintelligence.com.

A replay of the webcast will be available at neighborhoodintelligence.com shortly after the live call concludes.

An updated investor presentation will be available in the Events & Presentations section of the Company’s investor relations website at ir.neighborhoodintelligence.com.

About Neighborhood Intelligence, Inc.

Neighborhood Intelligence, Inc. (NASDAQ: NXH), formerly Bed Bath & Beyond, Inc., is a data and technology company organized around three interconnected pillars: Omni-Channel Retail, Home Services and Home Ownership.

Its portfolio includes Bed Bath & Beyond, Overstock, buybuy BABY, Kirkland's, The Container Store, Elfa and Closet Works, along with its expanding Home Services and Home Ownership businesses.

The Company also maintains a portfolio of blockchain-related investments, including tZERO, GrainChain and other assets.

The Company's mission is to make home ownership simpler and more affordable.

Contact Information

Investor Relations

ir@neighborhoodintelligence.com

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding revenue growth, gross margins, operating efficiencies, financial outlook and guidance, integration and merger synergies, cost savings, expected cash flow, long-term operating and financial objectives and the timing of any of the foregoing. You should not place undue reliance on any forward-looking statements, which speak only as of the date they were made. We undertake no obligation to update any forward-looking statements as a result of any new information, future developments, or otherwise. These forward-looking statements are inherently difficult to predict. Actual results could differ materially due to variety of risks, uncertainties, and other important factors including but not limited to: our dependence on third parties, including our fulfillment partners; our competition; consumer needs, expectations, or trends; our reliance on effective marketing; economic factors including recessions, downturns, inflation, exposure to the housing market, and consumer spending; trade policies or restrictions, including tariffs, and related macroeconomic effects; our changing business model and use of our brands, such as the Overstock brand, Bed Bath & Beyond brand, buybuy BABY brand, Kirkland’s and Kirkland’s Home brands, SFV Services, and The Container Store; the changing job market and changes to our leadership team or compensation approach; our reliance on paid and natural search engines; our ability to become profitable or generate positive cash flows; our ability to raise additional capital, obtain financing, or monetize significant assets; our dependence on the Internet; our infrastructure; and transaction-processing systems; compliance with ever-evolving federal, state, and foreign laws; cyberattacks or data security incidents; legal proceedings to which we are subject; damage to our reputation or brand image; shipping and customer service; operations; technological advancements, including artificial intelligence; global conflicts; product safety and quality concerns, content and quality; our ever evolving business model; risks related to our Warrants; risks related to our completed merger with TBHC and The Container Store and our proposed merger with Fathom Holdings, Inc.; our investments in new business strategies, acquisitions, dispositions, partnerships, or other transactions; and regulatory changes or actions related to cryptocurrencies and blockchain technology. Additional information regarding risks, uncertainties, and other important factors that could materially affect results and the accuracy of the forward-looking statements contained herein may be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in our subsequent filings with the SEC including, without limitation, our Quarterly Report on Form 10-Q for the Quarterly period ended September 30, 2026. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Neighborhood Intelligence, Inc.

Consolidated Balance Sheets (Unaudited)

(in thousands, except per share data)

September 30,

2026 December 31,

2025

Assets

Current assets:

Cash and cash equivalents $ 100,435 $ 175,295

Restricted cash 26,795 26,924

Accounts receivable, net of allowance for credit losses of $2,818 and $3,377

50,501 20,829

Inventories 227,845 5,162

Prepaids and other current assets 38,739 11,905

Total current assets 444,315 240,115

Property and equipment, net 177,348 13,712

Intangible assets, net 68,600 45,140

Goodwill 140,564 6,160

Equity securities, including securities measured at fair value of $17,075 and $26,903

54,905 66,641

Operating lease right-of-use assets 443,587 5,156

Other long-term assets, net 29,292 48,554

Total assets $ 1,358,611 $ 425,478

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable $ 208,170 $ 89,992

Accrued liabilities 127,343 51,297

Unearned revenue 47,804 34,429

Operating lease liabilities, current 100,233 928

Short-term debt, net — 15,500

Total current liabilities 483,550 192,146

Long-term debt, net 212,807 —

Operating lease liabilities, non-current 343,232 5,643

Deferred tax liabilities, long-term 9,436 —

Other long-term liabilities, including commitments measured at fair value of $— and $2,766

17,044 9,745

Total liabilities 1,066,069 207,534

Stockholders' equity:

Preferred stock, $0.0001 par value, authorized shares - 5,000, issued and outstanding - none

— —

Common stock, $0.0001 par value, authorized shares - 200,000

Issued shares - 106,771 and 76,358

Outstanding shares - 98,626 and 68,863

11 8

Additional paid-in capital 1,401,528 1,239,338

Accumulated deficit (924,750) (842,711)

Accumulated other comprehensive loss (4,896) (2,574)

Treasury stock at cost - 8,145 and 7,495

(179,675) (176,478)

Equity attributable to stockholders of Neighborhood Intelligence, Inc. 292,218 217,583

Equity attributable to noncontrolling interests 324 361

Total stockholders' equity 292,542 217,944

Total liabilities and stockholders' equity $ 1,358,611 $ 425,478

Neighborhood Intelligence, Inc.

Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)

Three months ended

September 30, Nine months ended

September 30,

2026 2025 2026 2025

Net revenue $ 509,314 $ 257,187 $ 1,118,228 $ 771,186

Cost of goods sold 336,369 192,024 789,404 580,922

Gross profit 172,945 65,163 328,824 190,264

Operating expenses

Sales and marketing 54,272 36,126 129,690 105,625

Technology 33,549 20,645 79,097 70,584

General and administrative 131,238 11,971 203,628 40,373

Customer service and merchant fees 16,217 8,873 36,814 27,561

Other operating expense (income), net (262) — 2,754 (5,790)

Total operating expenses 235,014 77,615 451,983 238,353

Operating loss (62,069) (12,452) (123,159) (48,089)

Interest income (expense), net (3,749) 1,186 (1,270) 2,837

Other income (expense), net 20,712 6,978 21,161 (17,780)

Loss before income taxes (45,106) (4,288) (103,268) (63,032)

Provision (benefit) for income taxes (18,962) 233 (21,229) 714

Consolidated net loss (26,144) (4,521) (82,039) (63,746)

Less: Net loss attributable to noncontrolling interests — — — —

Net loss $ (26,144) $ (4,521) $ (82,039) $ (63,746)

Net loss per share of common stock:

Basic $ (0.28) $ (0.07) $ (1.03) $ (1.11)

Diluted $ (0.28) $ (0.07) $ (1.03) $ (1.11)

Weighted average shares of common stock outstanding:

Basic 94,911 60,333 79,517 57,190

Diluted 94,911 60,333 79,517 57,190

Neighborhood Intelligence, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

Nine months ended

September 30,

2026 2025

Cash flows from operating activities:

Net loss $ (82,039) $ (63,746)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 28,494 12,803

Amortization of debt issuance and original issue discount cost 1,159 —

Non-cash operating lease cost 2,407 1,461

Stock-based compensation to employees and directors 2,146 8,002

Deferred income tax (18,287) —

Gain on sale of intangible assets — (5,790)

Impairment of long-lived assets (including leases) 4,491 —

Gain on lease termination (2,232) —

Loss on disposal of fixed assets 1,463 —

Loss from equity method securities 3,427 16,644

Gain on loan commitment (2,766) —

Gain on fair value adjustment for derivative (20,959) —

Other non-cash adjustments (913) 1,720

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable, net (11,715) (1,460)

Inventories (35,707) 4,333

Prepaids and other current assets (1,445) 2,251

Other long-term assets, net 186 (493)

Accounts payable 16,630 12,375

Accrued liabilities 1,324 (26,990)

Unearned revenue 2,578 (7,275)

Operating lease assets and liabilities, net (3,447) (1,016)

Other long-term liabilities (3,256) (3,031)

Income taxes payable 12 —

Net cash used in operating activities (118,449) (50,212)

Cash flows from investing activities:

Expenditures for property and equipment (11,963) (5,249)

Purchase of intangible assets (1,973) (15,214)

Acquisitions of businesses, net of cash acquired 13,114 —

Purchase of equity securities — (8,000)

Proceeds from the sale of intangible assets — 6,250

Disbursement of notes receivable (27,168) (8,232)

Proceeds from settlement of loan participation agreement 6,465 —

Other investing activities, net 50 29

Net cash used in investing activities (21,475) (30,416)

Neighborhood Intelligence, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

Nine months ended

September 30,

(Continued) 2026 2025

Cash flows from financing activities:

Proceeds from sale of common stock, net of offering costs $ 18,329 $ 101,690

Proceeds from short-term debt 7,500 —

Payments on short-term debt — (7,000)

Proceeds from long-term debt 15,778 —

Payments on long-term debt (73) —

Proceeds from revolving line of credit, net 26,298 —

Refinancing costs (149) —

Repurchase of shares — (6,218)

Payments of taxes withheld upon vesting of employee stock awards (1,781) (544)

Proceeds from employee stock purchase plan 500 683

Dividends from token offering (37) —

Other financing activities, net (348) 341

Net cash provided by financing activities 66,017 88,952

Effect of exchange rate changes on cash (1,082) —

Net increase (decrease) in cash, cash equivalents, and restricted cash (74,989) 8,324

Cash, cash equivalents, and restricted cash, beginning of period 202,219 186,093

Cash, cash equivalents, and restricted cash, end of period $ 127,230 $ 194,417

Supplemental disclosures of cash flow information:

Non-cash investing and financing activities:

Non-cash acquisition of TBHC, SFV Services, and TCS $ 271,198 $ —

Supplemental Operational Data

We measure our business using operational metrics, in addition to the financial metrics shown above and the non-GAAP financial measures explained below. We believe these metrics provide investors with additional information regarding our financial results and provide key performance indicators to track our progress. These indicators include changes in customer order patterns and the mix of products purchased by our customers.

Active customers represent the total number of unique customers who have made at least one purchase during the prior twelve-month period. This metric captures both the inflow of new customers and the outflow of existing customers who have not made a purchase during the prior twelve-month period.

Last twelve months (LTM) net revenue per active customer represents total net revenue in a twelve-month period divided by the total number of active customers for the same twelve-month period.

Orders delivered represents the total number of orders delivered in any given period, including orders that may eventually be returned. As we ship a large volume of packages through multiple carriers, actual delivery dates may not always be available, and in those circumstances, we estimate delivery dates based on historical data.

Average order value is defined as total net revenue in any given period divided by the total number of orders delivered in that period.

Orders per active customer is defined as orders delivered in a twelve-month period divided by active customers for the same twelve-month period.

The following table provides our key operating metrics, which include data for Kirkland's and The Container Store for the periods presented subsequent to their respective acquisition dates:

(in thousands, except for LTM net revenue per active customer, average order value and orders per active customer)

Three months ended

September 30,

2026 2025

Active customers 8,989 4,151

LTM net revenue per active customer $ 154 $ 259

Orders delivered 3,978 1,254

Average order value $ 125 $ 205

Orders per active customer 1.99 1.30

Non-GAAP Financial Measures and Reconciliations

We are providing certain non-GAAP financial measures in this release and related earnings conference call, including adjusted diluted net loss per share, adjusted EBITDA, and free cash flow. We use these non-GAAP measures internally in analyzing our financial results and we believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance and, in the case of free cash flow, our liquidity position, in the same manner as our management and board of directors. We have provided reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures in this earnings release. These non-GAAP financial measures should be used in addition to and in conjunction with the results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures.

Adjusted diluted net loss per share is a non-GAAP financial measure that is calculated as net income (net loss) less the income or losses recognized from our equity method securities and the gains on derecognition of loan commitment. We believe that these adjustments to our net income (net loss) before calculating per share amounts provide meaningful supplemental information for investors by excluding items that are not reflective of our core operations and that introduce significant volatility into GAAP results. We believe excluding these adjustments enhances the comparability of our financial results across reporting periods and offers greater and supplemental insight into the performance of our core operations when presented in conjunction with our GAAP disclosures.

More specifically, the income or loss from equity method securities relates to our blockchain asset portfolio, which includes passive investments in early-stage blockchain technology companies. These investments are ancillary to our retail business and are not part of our strategic or operational planning for the retail segment. Additionally, the market value and performance of these investments are subject to material volatility driven by external factors unrelated to our retail business. Similarly, the gain on derecognition of loan commitment arises from non-operating investments where we do not participate in day-to-day operations, capital allocation, or economically significant decision-making. These gains or losses are all non-cash, and the Company believes their inclusion in GAAP net income (net loss) can, in the absence of additional context, distort the comparability of our operating performance across periods.

Adjusted EBITDA is a non-GAAP financial measure that is calculated as net income (net loss) before depreciation and amortization, stock-based compensation, interest and other income (expense), provision (benefit) for income taxes, and special items. We believe the exclusion of certain benefits and expenses in calculating adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis. Exclusion of items in the non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring.

Free cash flow is a non-GAAP financial measure that is calculated as net cash provided by or used in operating activities reduced by expenditures for property and equipment. We believe free cash flow is a useful measure to evaluate the cash impact of the operations of the business including purchases of property and equipment which are a necessary component of our ongoing operations.

The following tables reflect the reconciliation of diluted net loss per share to adjusted diluted net loss per share (in thousands, except per share data):

Three months ended

September 30,

2026

Diluted EPS Adjusted Diluted EPS

Numerator:

Net loss attributable to common stockholders $ (26,144) $ (26,144)

Denominator:

Weighted average shares of common stock outstanding—diluted 94,911 94,911

Net loss per share of common stock:

Diluted $ (0.28) $ (0.28)

Three months ended

September 30,

2025

Diluted EPS

Less: equity method gain1

Adjusted Diluted EPS

Numerator:

Net loss attributable to common stockholders $ (4,521) $ 7,005 $ (11,526)

Denominator:

Weighted average shares of common stock outstanding—diluted 60,333 60,333 60,333

Net loss per share of common stock:

Diluted $ (0.07) $ 0.12 $ (0.19)

1 There was no income tax effect related to the non-GAAP adjustments for any of the periods presented. Our non-GAAP income tax rate was 0% for each period primarily due to having operating losses and the gains and losses reflected in the non-GAAP adjustments were unrealized. Further, there is no deferred income tax impact related to these adjustments primarily due to the valuation allowance against our deferred tax assets.

The following table reflects the reconciliation of adjusted EBITDA to net loss (in thousands):

Three months ended

September 30, Nine months ended

September 30,

2026 2025 2026 2025

Net loss $ (26,144) $ (4,521) $ (82,039) $ (63,746)

Depreciation and amortization 17,335 3,879 28,494 12,803

Stock-based compensation (1,462) 3,522 2,146 8,002

Interest (income) expense, net 3,749 (1,186) 1,270 (2,837)

Other (income) expense, net1

(20,712) (6,978) (21,161) 17,780

Provision (benefit) for income taxes (18,962) 233 (21,229) 714

Special items (see table below) 19,745 115 46,037 1,042

Adjusted EBITDA $ (26,451) $ (4,936) $ (46,482) $ (26,242)

Special items:

Acquisition-related costs1

$ 13,499 $ — $ 26,842 $ —

Restructuring costs1, 2

3,925 115 11,125 6,832

Gains on discrete asset disposals3

— — — (5,790)

Store-closure non-cash asset impairments4

(756) — 4,491 —

Acquisition-related non-cash purchase-accounting adjustments5

2,849 — 3,351 —

Other non-recurring charges 228 — 228 —

$ 19,745 $ 115 $ 46,037 $ 1,042

1 Amounts in prior period columns have been reclassified to conform to current period's presentation.

2 Reflects cash costs as incurred to combine and realign operations, including workforce optimization, organizational realignment, systems and process integration, severance, separation costs, and related costs.

3 Amounts in prior period columns have been revised to conform to current period's presentation for the correction of immaterial errors.

4 Non-cash impairment of right-of-use and related long-lived store assets arising from store-closure decisions.

5 Non-cash amortization of acquisition-date fair-value lease and other adjustments; cash rent remains in the measure.

The following table reflects the reconciliation of free cash flow to net cash used in operating activities (in thousands):

Nine months ended

September 30,

2026 2025

Net cash used in operating activities $ (118,449) $ (50,212)

Expenditures for property and equipment (11,963) (5,249)

Free cash flow $ (130,412) $ (55,461)

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Cover Page

Aug. 04, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Nov. 05, 2026

Entity Registrant Name

Neighborhood Intelligence, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-41850

Entity Tax Identification Number

87-0634302

Entity Address, Address Line One

Maryland Way

Entity Address, City or Town

Brentwood

Entity Address, State or Province

Entity Address, Postal Zip Code

37027

City Area Code

801

Local Phone Number

947-3100

Written Communications

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Soliciting Material

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Entity Emerging Growth Company

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Entity Central Index Key

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Amendment Flag

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Pre-commencement Tender Offer

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Pre-commencement Issuer Tender Offer

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Common Stock

Cover [Abstract]

Title of 12(b) Security

Common Stock, $0.0001 par value per share

Trading Symbol

NXH

Security Exchange Name

NASDAQ

Entity Information [Line Items]

Title of 12(b) Security

Common Stock, $0.0001 par value per share

Trading Symbol

NXH

Security Exchange Name

NASDAQ

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Area code of city

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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- Definition

Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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