Form 8-K

8-K — BED BATH & BEYOND, INC.

Accession: 0001140361-26-031294

Filed: 2026-08-05

Period: 2026-08-04

CIK: 0001130713

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ef20079337_8k.htm (Primary)

EX-23.1 — EXHIBIT 23.1 (ef20079337_ex23-1.htm)

EX-23.2 — EXHIBIT 23.2 (ef20079337_ex23-2.htm)

EX-23.3 — EXHIBIT 23.3 (ef20079337_ex23-3.htm)

EX-99.1 — EXHIBIT 99.1 (ef20079337_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (ef20079337_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (ef20079337_ex99-3.htm)

EX-99.4 — EXHIBIT 99.4 (ef20079337_ex99-4.htm)

EX-99.5 — EXHIBIT 99.5 (ef20079337_ex99-5.htm)

EX-99.6 — EXHIBIT 99.6 (ef20079337_ex99-6.htm)

EX-99.7 — EXHIBIT 99.7 (ef20079337_ex99-7.htm)

EX-99.8 — EXHIBIT 99.8 (ef20079337_ex99-8.htm)

GRAPHIC (image00001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20079337_8k.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

August 4, 2026

Date of Report (Date of earliest event reported)

Bed Bath & Beyond, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-41850

87-0634302

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

433 W. Ascension Way, 3rd Floor

Murray

Utah 84123

(Address of principal executive offices)(Zip Code)

(801) 947-3100

Registrant’s telephone number, including area code

Not Applicable

(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

BBBY

New York Stock Exchange

Warrants to Purchase Shares of Common Stock

BBBY WS

New York Stock Exchange

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 8.01.

Other Events.

As previously disclosed, on July 8, 2026, Bed Bath & Beyond, Inc. (the “Company”) completed its acquisition of The Container Store Holdings, LLC (“TCS Holdings”), pursuant to that certain Agreement and Plan of

Merger, dated as of April 2, 2026, by and among the Company, TCS Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“TCS

Merger Sub”), and TCS Holdings, pursuant to which TCS Merger Sub merged with and into TCS Holdings, with TCS Holdings surviving as a wholly owned subsidiary of the Company (the “TCS Merger”). See the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2026, as amended by the Company’s Current Report on Form 8-K/A filed with the SEC on July 27, 2026, for additional information regarding the TCS

Merger.

As also previously disclosed, on July 23, 2026, the Company entered into an Agreement and Plan of Merger (the “F9 Merger Agreement”) with Beyond Home Services, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“BHS”), F9 Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of BHS (“F9 Merger Sub 1”), F9 Merger Sub 2, LLC,

a Delaware limited liability company and wholly owned subsidiary of BHS (“F9 Merger Sub 2”), F9 Investments, LLC, a Florida limited liability company (“F9 Seller”), F9 Brands, Inc., a Delaware corporation (the “F9 Target”),

and, solely for the purposes of Sections 3.6, 3.7, 3.8 and 5.1 of the F9 Merger Agreement, Tom Sullivan, the indirect owner of F9 Seller, pursuant to which, subject to the terms and conditions set forth therein, F9 Merger Sub 1 will merge with and into

the F9 Target (the “First F9 Merger”), immediately followed by the merger of the F9 Target with and into F9 Merger Sub 2 (the “Second F9 Merger” and, together with the First F9 Merger, the “F9 Mergers”), with F9 Merger Sub 2

surviving as a wholly owned subsidiary of BHS. Following the F9 Mergers, F9 Target’s operating subsidiaries, LumLiq2, LLC, Cabinets To Go, LLC and Southwind Building Products, LLC, will be indirect wholly owned subsidiaries of the Company. Closing of

the F9 Mergers is subject to the satisfaction or waiver of customary conditions, and no assurance can be given that the F9 Mergers will be completed in a timely manner or at all. See the Company’s Current Report on Form 8-K filed with the SEC on July

27, 2026 for additional information regarding the proposed F9 Mergers.

The Company is filing this Current Report on Form 8-K for the purpose of incorporating by reference the following financial statements and financial

information into certain registration statements (and the related prospectuses included therein) to be filed with the SEC by the Company under the Securities Act of 1933, as amended, following the filing of this Current Report on Form 8-K:

•

the unaudited consolidated financial statements of The Container Store Group, Inc., a direct wholly owned subsidiary of TCS Holdings, and its subsidiaries for the 13 weeks ended June 27, 2026 and June 28, 2025, and the related notes

thereto, are filed herewith as Exhibit 99.1 and incorporated herein by reference;

•

the audited financial statements of LumLiq2, LLC as of and for the year ended December 31, 2025, and the related notes thereto, are filed herewith as Exhibit 99.2 and incorporated

herein by reference;

•

the unaudited financial statements of LumLiq2, LLC as of and for the six months ended June 30, 2026, and the related notes thereto, are filed herewith as Exhibit 99.3 and

incorporated herein by reference;

•

the audited financial statements of Cabinets To Go, LLC as of and for the year ended December 31, 2025, and the related notes thereto, are filed herewith as Exhibit 99.4 and

incorporated herein by reference;

•

the unaudited financial statements of Cabinets To Go, LLC as of and for the six months ended June 30, 2026, and the related notes thereto, are filed herewith as Exhibit 99.5 and

incorporated herein by reference;

•

the audited financial statements of Southwind Building Products, LLC as of and for the year ended December 31, 2025, and the related notes thereto, are filed herewith as Exhibit

99.6 and incorporated herein by reference;

•

the unaudited financial statements of Southwind Building Products, LLC as of and for the six months ended June 30, 2026, and the related notes thereto, are filed herewith as

Exhibit 99.7 and incorporated herein by reference; and

•

the unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2026, the unaudited pro forma condensed combined statements of operations of the Company for

the six months ended June 30, 2026, and for the year ended December 31, 2025, and the related notes thereto, in each case giving effect to the TCS Merger and the previously reported acquisition of The Brand House Collective, Inc. (“TBHC”) by the Company on April 2, 2026 (the “TBHC Merger”), are

filed herewith as Exhibit 99.8 and incorporated herein by reference.

The pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only and is not intended to,

and does not purport to, present or be indicative of what the Company’s actual results of operations or financial position would have been if the TCS Merger or the TBHC Merger had occurred on the relevant date, and is not intended to project the future

results of operations or financial position that the Company may achieve following such acquisitions.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Exhibit Description

23.1

Consent of BDO USA, P.C., independent auditor of LumLiq2, LLC.

23.2

Consent of BDO USA, P.C., independent auditor of Cabinets To Go, LLC.

23.3

Consent of Estes & Walcott, independent auditor of Southwind Building Products, LLC.

99.1

Unaudited consolidated financial statements of The Container Store Group, Inc. and its subsidiaries for the 13 weeks ended June 27, 2026 and June 28,

2025, and the related notes thereto.

99.2

Audited financial statements of LumLiq2, LLC as of and for the year ended December 31, 2025, and the related notes thereto.

99.3

Unaudited financial statements of LumLiq2, LLC as of and for the six months ended June 30, 2026, and the related notes thereto.

99.4

Audited financial statements of Cabinets To Go, LLC as of and for the year ended December 31, 2025, and the related notes thereto.

99.5

Unaudited financial statements of Cabinets To Go, LLC as of and for the six months ended June 30, 2026, and the related notes thereto.

99.6

Audited financial statements of Southwind Building Products, LLC as of and for the year ended December 31, 2025, and the related notes thereto.

99.7

Unaudited financial statements of Southwind Building Products, LLC as of and for the six months ended June 30, 2026, and the related notes thereto.

99.8

Unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2026, the unaudited pro forma condensed combined statements of operations of

the Company for the six months ended June 30, 2026, and for the year ended December 31, 2025, and the related notes thereto, in each case giving effect to the TCS Merger and the TBHC Merger.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL 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.

Bed Bath & Beyond, Inc.

By:

/s/ Marcus Lemonis

Marcus Lemonis

Chief Executive Officer

Date:

August 4, 2026

EX-23.1 — EXHIBIT 23.1

EX-23.1

Filename: ef20079337_ex23-1.htm · Sequence: 2

Exhibit 23.1

Consent of Independent Auditor

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-123540, 333-124441, 333-160512, 333-162674,

333-181422, 333-184344, 333-203175, 333-203176, 333-256179, 333-273751, 333-280078, 333-291553, and 333-294221) and Registration Statements on Form S-3 (Nos. 333-207141, 333-290763, and 333-280076) of Bed Bath and Beyond, Inc., of our report dated

June 15, 2026 except for the use of the incremental borrowing rate in accounting for leases described in Note 9 as to which the date is July 31, 2026, relating to the financial statements of Lumliq2, LLC, which appears in this Form 8-K.

/s/ BDO USA, P.C.

Memphis, TN

August 4, 2026

EX-23.2 — EXHIBIT 23.2

EX-23.2

Filename: ef20079337_ex23-2.htm · Sequence: 3

Exhibit 23.2

Consent of Independent Auditor

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-123540, 333-124441, 333-160512, 333-162674,

March 17, 2026 except for the use of the incremental borrowing rate in accounting for leases described in Note 9 as to which the date is July 31, 2026, relating to the financial statements of Cabinets To Go, LLC, which appears in this Form 8-K.

/s/ BDO USA, P.C.

Memphis, TN

August 4, 2026

EX-23.3 — EXHIBIT 23.3

EX-23.3

Filename: ef20079337_ex23-3.htm · Sequence: 4

Exhibit 23.3

Consent of Independent Auditor

We consent to the incorporation by reference in the Registration Statements of Bed Bath & Beyond, Inc. listed below, and the related prospectus materials, of our

report dated June 24, 2026, relating to the financial statements of Southwind Building Products, LLC as of December 31, 2025 and for the year then ended, included as Exhibit 99.6 to Bed Bath & Beyond, Inc.’s Current Report on Form 8-K filed on

August 4, 2026.

Registration Statements:

Form S-3, Registration No. 333-207141

Form S-3, Registration No. 333-280076

Form S-3, Registration No. 333-290763

Form S-8, Registration No. 333-123540

Form S-8, Registration No. 333-124441

Form S-8, Registration No. 333-160512

Form S-8, Registration No. 333-162674

Form S-8, Registration No. 333-181422

Form S-8, Registration No. 333-184344

Form S-8, Registration No. 333-203175

Form S-8, Registration No. 333-203176

Form S-8, Registration No. 333-256179

Form S-8, Registration No. 333-273751

Form S-8, Registration No. 333-280078

Form S-8, Registration No. 333-291553

Form S-8, Registration No. 333-294221

We also consent to the reference to our firm under the caption “Experts” in the applicable registration statements and related prospectus materials, solely to the extent

such reference relates to our report on the Southwind Building Products, LLC financial statements described above.

/s/ Estes & Walcott, Certified Public Accountants

Dalton, Georgia

August 4, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20079337_ex99-1.htm · Sequence: 5

Exhibit 99.1

Consolidated Financial Statements

The Container Store Group, Inc.

As of June 27, 2026 and March

28, 2026

For the Thirteen Weeks Ended June 27, 2026 and June 28, 2025

TABLE OF CONTENTS

Consolidated Financial Statements

Consolidated Balance Sheets

Consolidated Statements of

Operations

Consolidated Statements of

Comprehensive Loss

Consolidated Statements of Shareholders' Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

The Container Store Group, Inc.

Consolidated Balance Sheets

(In thousands)

June 27,

2026

March 28,

2026

Assets

(unaudited)

Current assets:

Cash

29,255

29,118

Accounts receivable, net

18,594

21,514

Inventory

144,610

133,060

Prepaid expenses

12,521

13,294

Income taxes receivable

752

1,378

Other current assets

2,639

2,901

Total current assets

208,371

201,265

Noncurrent assets:

Property and equipment, net

81,025

83,660

Noncurrent operating lease right-of-use assets

255,325

269,112

Goodwill

2,451

2,495

Trade names

19,611

19,825

Deferred financing costs, net

762

880

Noncurrent deferred tax assets, net

—

Other assets

4,861

5,136

Total noncurrent assets

364,035

381,126

Total assets

572,406

582,391

See accompanying notes.

The Container Store Group, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

June 27,

2026

March 28,

2026

Liabilities and shareholders’ equity (deficit)

(unaudited)

Current liabilities:

Accounts payable

44,466

46,483

Accrued liabilities

71,018

72,777

Current portion of long-term debt

282

284

Current operating lease liabilities

59,431

59,561

Income taxes payable

187

261

Total current liabilities

175,384

179,366

Noncurrent liabilities:

Long-term debt

82,551

80,871

Long-term debt, related party

221,748

187,735

Noncurrent operating lease liabilities

234,551

250,672

Noncurrent deferred tax liabilities, net

7,848

8,497

Other long-term liabilities

8,219

8,299

Total noncurrent liabilities

554,917

536,074

Total liabilities

730,301

715,440

Commitments and contingencies (Note 8)

Shareholders’ equity (deficit):

Common stock, $0.01 par value, 5,000 shares authorized; 1,000 shares issued at June 27, 2026 and March 28, 2026

—

Additional paid-in capital

11,311

Accumulated other comprehensive income

10,663

12,029

Retained deficit

(179,869

)

(156,389

)

Total shareholders’ deficit

(157,895

)

(133,049

)

Total liabilities and shareholders’ equity (deficit)

572,406

582,391

See accompanying notes.

The Container Store Group, Inc.

Consolidated Statements of Operations

Thirteen Weeks Ended

(In thousands)

(unaudited)

June 27,

2026

June 28,

2025

Net sales

177,515

165,165

Cost of sales (excluding depreciation and amortization)

81,131

74,915

Gross profit

96,384

90,250

Selling, general, and administrative expenses (excluding depreciation and amortization)

103,581

96,776

Pre-opening costs

122

Depreciation and amortization

5,819

9,761

Long-lived asset impairment charges

744

—

Gain on lease termination, net

(2,119

)

—

Other expenses

4,083

5,493

Loss on disposal of assets

—

191

Loss from operations

(15,822

)

(22,093

)

Interest expense

7,672

4,800

Loss before taxes

(23,494

)

(26,893

)

Benefit for income taxes

(14

)

(7,530

)

Net loss

(23,480

)

(19,363

)

See accompanying notes.

The Container Store Group, Inc.

Consolidated Statements of Comprehensive Loss

Thirteen Weeks Ended

(In thousands) (unaudited)

June 27,

2026

June 28,

2025

Net loss

(23,480

)

(19,363

)

Pension liability adjustment, net of tax

(11

)

Foreign currency translation adjustment, net of tax

(1,368

)

5,929

Comprehensive loss

(24,846

)

(13,445

)

See accompanying notes.

The Container Store Group, Inc.

Consolidated Statements of Shareholders’ Equity (Deficit)

Common stock

Additional

paid-in

capital

Accumulated

other

comprehensive

income (loss)

Retained

deficit

Total

shareholders’

equity

(deficit)

(In thousands, except share amounts)

(unaudited)

Amount

Balance at March 28, 2026

1,000

—

11,311

12,029

(156,389

)

(133,049

)

Net loss

—

(23,480

)

(23,480

)

Foreign currency translation adjustment

—

(1,368

)

—

(1,368

)

Pension liability adjustment

—

Balance at June 27, 2026

1,000

—

11,311

10,663

(179,869

)

(157,895

)

Common stock

Additional

paid-in

capital

Accumulated

other

comprehensive

income (loss)

Retained

deficit

Total

shareholders’

equity

(deficit)

(In thousands, except share amounts)

(unaudited)

Amount

Balance at March 29, 2025

1,000

—

11,311

7,165

(16,513

)

1,963

Net loss

—

(19,363

)

(19,363

)

Foreign currency translation adjustment

—

5,929

—

5,929

Pension liability adjustment

—

(11

)

—

(11

)

Balance at June 28, 2025

1,000

—

11,311

13,083

(35,876

)

(11,482

)

See accompanying notes.

The Container Store Group, Inc.

Consolidated Statements of Cash Flows

Thirteen Weeks Ended

(In thousands) (unaudited)

June 27,

2026

June 28,

2025

Operating activities

Net loss

(23,480

)

(19,363

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

5,819

9,761

Loss (gain) on disposal of assets

)

191

Deferred tax benefit

(501

)

(7,656

)

Non-cash interest

6,503

1,559

Long-lived asset impairment charge

744

—

Gain on lease termination

(2,119

)

—

Other

Changes in operating assets and liabilities:

Accounts receivable

2,503

3,801

Inventory

(11,701

)

7,919

Prepaid expenses and other assets

1,215

572

Accounts payable and accrued liabilities

(5,490

)

(9,000

)

Net change in lease assets and liabilities

(682

)

972

Income taxes

560

1,642

Other noncurrent liabilities

1,252

Net cash used in operating activities

(26,524

)

(8,300

)

Investing activities

Additions to property and equipment

(4,033

)

(3,577

)

Proceeds from non-qualified plan trust redemptions

—

1,310

Proceeds from sale of property and equipment

—

Net cash used in investing activities

(4,017

)

(2,267

)

Financing activities

Repayments on long-term debt

(75

)

(62

)

Borrowings on Exit ABL Credit Facility

16,000

—

Repayments on Exit ABL Credit Facility

(15,000

)

(3,894

)

(Continued on next page)

See accompanying notes.

The Container Store Group, Inc.

Consolidated Statements of Cash Flows

Thirteen Weeks Ended

(In thousands) (unaudited)

June 27,

2026

June 28,

2025

Financing activities (continued)

Borrowings on First-Out Exit Term Loans

30,000

—

Net cash provided by (used in) financing activities

30,925

(3,956

)

Effect of exchange rate changes on cash

(247

)

647

Net increase (decrease) in cash

137

(13,876

)

Cash at beginning of fiscal period

29,118

35,475

Cash at end of fiscal period

29,255

21,599

Supplemental information:

Cash paid for interest

645

Cash refund for taxes

(40

)

(1,536

)

Purchases of property and equipment (included in accounts payable)

1,656

—

Cash paid for amounts included in the measurement of operating lease liabilities

22,644

21,435

Additions to right-of-use assets in exchange for operating lease liabilities

148

7,919

See accompanying notes.

The Container Store Group, Inc.

Notes to Consolidated Financial Statements

(In thousands, except share amounts and unless

otherwise stated)

June 27, 2026

1. Nature of business and summary of significant accounting

policies

Description of business

The Container Store, Inc. was founded in 1978 in Dallas, Texas, as a retailer with a mission to provide customers with storage and

organizing solutions to accomplish their projects through an assortment of innovative products and unparalleled customer service. On December 22, 2024, the Company and certain of its domestic subsidiaries commenced voluntary cases (the “Chapter 11

Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). On January 24, 2025, the Plan of Reorganization was confirmed by the Bankruptcy Court. On January 28, 2025, the Plan of Reorganization became effective and the

Company emerged from the Chapter 11 Cases. The Company terminated its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will continue as The Container Store Group, Inc., a private company.

Upon the Company's emergence from the Chapter 11 Cases, the Company adopted fresh start accounting, which resulted in a new basis of

accounting and the Company becoming a new entity for financial reporting purposes. The Company selected a convenience date of January 25, 2025 for purposes of applying fresh start accounting as the activity between the convenience date and the

Effective Date did not result in a material difference in the financial results. All periods presented in these interim financial statements reflect the Company’s Successor basis of accounting.

The Container Store, Inc. consists of our retail stores, website and call center (which includes business sales), as well as our

in-home services business. As of June 27, 2026, The Container Store, Inc. operated 98 stores with an average size of approximately 23,366 square feet (17,448 selling square feet) in 34 states and the District of Columbia. The Container Store, Inc.

also offers all of its products directly to its customers through its website, responsive mobile site and app, and call center. The Container Store, Inc.’s wholly owned Swedish subsidiary, Elfa International AB (“Elfa”), designs and manufactures

component-based shelving and drawer systems and made-to-measure sliding doors that are customizable for any area of the home. elfa® branded products are sold exclusively in the United States in The Container Store® retail stores, website, and call

center and Elfa sells to various retailers and distributors primarily in the Nordic region and throughout Europe on a wholesale basis. C Studio Manufacturing, Inc. (“C Studio”), formerly known as “Closet Parent Company, Inc.”, or “Closet Works”,

assumed its new name effective January 2023. We own and operate the C Studio manufacturing facility in Elmhurst, Illinois, which designs and manufactures the Company’s premium wood-based custom space product offering, and is included in the TCS

segment.

Basis of presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in

the United States of America ("U.S. GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") applicable to interim financial information. Accordingly, they do not include all of the information and footnote

disclosures required by U.S. GAAP for complete financial statements and should be read in conjunction with the Company's audited consolidated financial statements and related notes as of and for the fiscal year ended March 28, 2026.

In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting

only of normal recurring adjustments) that are necessary for a fair statement of the Company's financial position as of June 27, 2026, and the results of its operations, comprehensive loss, changes in shareholders' equity (deficit) and cash flows for

the thirteen weeks ended June 27, 2026 and June 28, 2025.

Basis of consolidation

The consolidated financial statements include our accounts and those of the Company’s wholly owned subsidiaries. The Company

eliminates all significant intercompany balances and transactions, including intercompany profits, in consolidation.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and

contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. Based on the Company’s current financial projections, management believes the Company’s existing cash, projected operating cash flows and

available borrowing capacity under its Exit Asset-Based Lending Agreement are adequate to meet its operating needs, liabilities and commitments over the next twelve months from the issuance of the accompanying consolidated financial statements.

However, forecasts and projections are subject to risks and uncertainties about our operations, industry, financial condition, performance, operating results and liquidity. If future actual results differ from current financial projections, we could

fail to generate adequate cash flows to meet operating needs in future periods.

Fiscal year

The Company follows a 4-4-5 fiscal calendar, whereby each fiscal quarter consists of thirteen weeks grouped into two four-week

“months” and one five-week “month”, and its fiscal year ends on the Saturday closest to March 31st. Elfa’s fiscal year ends on the last day of the calendar month of March.

Recent accounting pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires public entities to disclose disaggregated information about certain income

statement line items in the notes to the financial statements. For public entities, ASU 2024-03 is required to be adopted for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early

adoption permitted. This ASU will result in the Company including the additional required disclosures when adopted and does not otherwise have a material impact on the Company's consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill

and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends the accounting guidance for internal-use software to better align with current software development practices,

including incremental and iterative development methods. The amendments remove the existing project stage framework and instead require capitalization of qualifying software development costs when management authorizes and commits to funding the

project and it is probable the software will be completed and used as intended. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those

annual reporting periods. We are currently evaluating the impact that adoption of this guidance will have on the Company's consolidated financial statements and related disclosures.

2. Goodwill and trade names

The estimated goodwill and trade name fair values are computed using estimates as of the measurement date, which is defined as the

first day of the fiscal fourth quarter or as of an interim assessment date. The Company makes estimates and assumptions about sales, gross margins, selling, general and administrative percentages and profit margins, based on budgets and forecasts,

business plans, economic projections, anticipated future cash flows, and marketplace data. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period and our estimated weighted average cost of

capital. There are inherent uncertainties related to these factors and management’s judgment in applying these factors. Another estimate using different, but still reasonable, assumptions could produce different results. As there are numerous

assumptions and estimations utilized to derive the estimated enterprise fair value of each reporting unit, it is possible that actual results may differ from estimated results requiring future impairment charges.

As of March 28, 2026 and June 27, 2026, our goodwill and trade names consist of the following:

Goodwill

Trade names

Balance at March 28, 2026

Gross balance

2,495

22,834

Fiscal 2025 impairment charges

—

(3,009

)

Accumulated impairment charges

—

Total, net

2,495

19,825

Foreign currency translation adjustments in the thirteen weeks ended June 27, 2026

(44

)

(214

)

Balance at June 27, 2026

Gross balance

2,451

22,620

Accumulated impairment charges

—

(3,009

)

Total, net

2,451

19,611

3. Detail of certain balance sheet accounts

June 27,

2026

March 28,

2026

Accounts receivable, net:

Trade receivables, net

8,995

11,468

Credit card receivables

8,609

8,961

Other receivables

990

1,085

18,594

21,514

Inventory:

Finished goods

139,438

127,451

Raw materials

4,693

5,024

Work in progress

479

585

144,610

133,060

Property and equipment, net:

Land and buildings

25,280

27,677

Furniture and fixtures

6,561

6,795

Machinery and equipment

22,301

27,498

Computer software and equipment

23,867

22,018

Leasehold improvements

13,945

14,798

Construction in progress

12,935

11,231

Other

1,789

1,787

106,678

111,804

Less accumulated depreciation and amortization

(25,653

)

(28,144

)

81,025

83,660

Accrued liabilities:

Accrued payroll, benefits and bonuses

14,828

15,158

Unearned revenue

16,768

20,708

Accrued transaction and property tax

12,114

11,754

Gift cards and store credits outstanding

12,185

12,333

Accrued sales returns

2,858

2,330

Accrued interest

3,893

2,235

Other accrued liabilities

8,372

8,259

71,018

72,777

Contract balances as a result of transactions with customers primarily

consist of trade receivables included in Accounts receivable, net, unearned revenue included in Accrued liabilities, and gift cards and store credits outstanding included in Accrued liabilities in the Company's consolidated balance sheets. Unearned

revenue was $20,708 as of March 28, 2026, and $18,134 was subsequently recognized into revenue in the thirteen weeks ended June 27, 2026. Gift cards and store credits outstanding was $12,333 as of March 28, 2026, and $1,569 was subsequently

recognized into revenue in the thirteen weeks ended June 27, 2026.

4. Long-term debt and revolving lines of credit

Third-party long-term debt and revolving lines of credit consist of the following:

June 27,

2026

March 28,

2026

First-Out Exit Term Loans

220

—

Second-Out Exit Term Loans

4,242

3,842

Obligations under finance leases

600

654

Exit ABL Credit Facility

77,882

76,761

Total debt

82,944

81,257

Less current portion

(282

)

(284

)

Less deferred financing costs (1)

(111

)

(102

)

Total long-term debt

82,551

80,871

(1)

Represents deferred financing costs related to each term loan above, which are included in long-term debt in the consolidated balance sheet.

Related party long-term debt consists of the following:

June 27,

2026

March 28,

2026

First-Out Exit Term Loans

46,833

45,916

Amendment No. 1 Super Senior Term Loans

22,279

21,684

Amendment No. 2 Super Senior Term Loans

26,826

26,090

Amendment No. 3 2026 Priming Super Senior Term Loans

26,510

25,895

Amendment No. 4 2026 Priming Super Senior Term Loans

31,543

—

Rolled-Up First-Out Term Loans

21,486

20,943

Second-Out Exit Term Loans

51,942

52,342

Total debt, related party

227,419

192,870

Less deferred financing costs (2)

(5,671

)

(5,135

)

Total long-term debt, related party

221,748

187,735

(2)

Represents deferred financing costs related to each term loan above, which are included in long-term debt, related party in the consolidated balance sheet.

Scheduled total revolving lines of credit and debt maturities for the fiscal years subsequent to June 27, 2026, are as follows:

Within 1 year

282

2 years

78,083

3 years

154,326

4 years

77,671

5 years

—

Thereafter

—

310,362

Exit Term Loan Agreement

On January 28, 2025, the Company, entered into an exit term loan credit agreement with the lenders under the DIP Term Loan Facility,

providing for approximately $115,139 aggregate principal amount of exit term loans comprised of an amount of first-out exit term loans under the Exit Term Loan Credit Agreement equal to approximately $42,940 were deemed issued in exchange, and a

dollar-for-dollar basis, for the full amount of First-out DIP Term Loans (the "First-Out Exit Term Loans") and an amount of second-out exit term loans under the Exit Term Loan Credit Agreement equal to approximately $72,199 were deemed issued in

exchange, on a dollar-for-dollar basis, for the full amount of Second-Out DIP Term Loans (the "Second-Out Exit Term Loans", and both of which are collectively referred to as the "Exit Term Loans"). The Exit Term Loans involve lenders who are also

shareholders of the Company pursuant to the Plan of Reorganization. Due to the related party involvement, the Company has disclosed the relationship and terms herein.

The First-Out Exit Term Loans bear interest at a percentage per annum equal to SOFR plus 6.50% payable monthly in arrears with up to

5.50% payable in-kind, maturing April 30, 2029. The Second-Out Exit Term Loans bear interest at 5.00% per annum, payable every 6 months, with up to 4.00% payable in-kind, maturing July 30, 2029. The loans and other obligations under the Exit Term

Loan Agreement are secured by substantially all assets of the Company and certain domestic subsidiaries (the "Company Parties"), with a first-priority security interest on equipment, real property, intellectual property, investment property and other

fixed assets (and proceeds thereof) (the "Term Priority Assets") and a second-priority security interest on ABL Priority Assets (as defined below). The Exit Term Loan Agreement contains a number of covenants that, among other things, restrict our

ability, subject to specified exceptions, to incur additional debt; incur additional liens and contingent liabilities; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve ourselves, engage in businesses that are

not in a related line of business; make loans, advances or guarantees engage in transactions with affiliates; and make investments. In addition, the financing agreements contain certain cross-default provisions. We are required to maintain minimum

liquidity (as defined in the agreement) of at least $10,000 as of the last day of any calendar month.

Amendment No. 1 Super Senior Term Loans and Rolled-Up First-Out Term Loans

On September 15, 2025, the Company entered into Amendment No. 1 to the Exit Term Loan Credit Agreement (the "First Amendment"). The

First Amendment resulted in $20,000 aggregate principal amount of super senior term loan commitments from the First-Out Lenders or their designees (the "Amendment No. 1 Super Senior Term Loans"), as well as a $20,000 conversion, via a cashless roll,

from the Second-Out Term Loans into new term loans having equal priority with the First-Out Term Loans (the "Rolled-Up First-Out Term Loans"). The Amendment No. 1 Super Senior Term Loans and Rolled-up First-Out Term Loans bear interest at a

percentage equal to SOFR plus 6.50% or Base Rate plus 5.50%, maturing on April 30, 2029. Interest is either paid in cash or payable in-kind. Beginning November 1, 2025, all interest incurred is considered payable in-kind and capitalized to the

outstanding principal balance, as approved by the lenders.

Amendment No. 2 Super Senior Term Loans

On January 9, 2026, the Company entered into Amendment No. 2 to the Exit Term Loan Credit Agreement (the “Second Amendment”). The

Second Amendment resulted in $25,000 aggregate principal amount of super senior term loan commitments from certain existing First-Out lenders or their designees (the "Amendment No. 2 Super Senior Term Loans"). The Amendment No. 2 Super Senior Term

Loans bear interest as a percentage equal to SOFR plus 6.50% or Base Rate plus 5.50%, maturing on April 30, 2029, with all interest incurred considered payable in-kind and capitalized to the outstanding principal balance.

Amendment No. 3 2026 Priming Super Senior Term Loans

On March 9, 2026, the Company entered into Amendment No. 3 to the Exit Term Loan Credit Agreement (the “Third Amendment”). The Third

Amendment resulted in $25,000 aggregate principal amount of priming super senior term loan commitments from the First-Out Lenders or their designees (the "Amendment No. 3 2026 Priming Super Senior Term Loans"). The Amendment No. 3 2026 Priming Super

Senior Term Loans bear interest as a percentage equal to SOFR plus 6.50% or Base Rate plus 5.50%, maturing on April 30, 2029, with all interest incurred considered payable in-kind and capitalized to the outstanding principal balance.

Amendment No. 4 2026 Priming Super Senior Term Loans

On April 2, 2026, the Company entered into Amendment No. 4 to the Exit Term Loan Credit Agreement (the “Fourth Amendment”). The Fourth

Amendment resulted in $30,000 aggregate principal amount of priming super senior term loan commitments from the First-Out Lenders or their designees (the "Amendment No. 4 2026 Priming Super Senior Term Loans"). The Amendment No. 4 2026 Priming Super

Senior Term Loans bear interest as a percentage equal to SOFR plus 6.50% or Base Rate plus 5.50% maturing on April 30, 2029, with all interest incurred considered payable in-kind and capitalized to the outstanding principal balance.

As of June 27, 2026, the Company was in compliance with all covenants under the Exit Term Loan Credit Agreement (as amended) and no

Event of Default (as defined) has occurred.

Exit Asset-Based Lending (ABL) Credit Facility

On January 28, 2025, the Company parties entered into an exit asset-based revolving credit agreement with the lender under the DIP ABL

Credit Facility, providing for a $140,000 aggregate revolving credit commitment, subject to a borrowing based as set forth in the Exit ABL Credit Agreement (the "Exit ABL Credit Facility"). On January 28, 2025, an amount of exit revolving loans under

the Exit ABL Credit Facility equal to approximately $84,895 were deemed issued in exchange, on a dollar-for-dollar basis, for the full amount of DIP ABL Credit Facility. As 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

Exit ABL Credit Facility is secured by substantially all assets of the Company Parties (subject to customary exceptions), with a first-priority lien on inventory, accounts receivable (including credit card receivables) and other working capital

assets (and proceeds thereof) (the “ABL Priority Assets”) and a second-priority lien on Term Priority Assets. The Exit ABL Credit Facility contains a number of covenants that, among other things, restrict our ability, subject to specified exceptions,

to incur additional debt; incur additional liens and contingent liabilities; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve ourselves, engage in businesses that are not in a related line of business; make

loans, advances or guarantees engage in transactions with affiliates; and make investments. In addition, the financing agreements contain certain cross-default provisions. We are required to maintain minimum availability of at least 10% of the

greater of the borrowing base and the aggregate commitments (as defined in the agreement). As of June 27, 2026, we were in compliance with all covenants under the Exit ABL Credit Facility and no Event of Default (as defined) has occurred.

2019 Elfa Senior Secured Credit Facilities

On March 18, 2019, Elfa refinanced its master credit agreement with

Nordea Bank AB entered into on April 1, 2014 and the senior secured credit facilities thereunder, and entered into a new master credit agreement with Nordea Bank Abp, filial i Sverige (“Nordea Bank”), which consists of (i) an SEK 110,000

(approximately $11,339 as of June 27, 2026) revolving credit facility (the “2019 Original Revolving Facility”), (ii) upon Elfa’s request, an additional SEK 115,000 (approximately $11,854 as of June 27, 2026) revolving credit facility (the “2019

Additional Revolving Facility” and together with the 2019 Original Revolving Facility, the “2019 Elfa Revolving Facilities”), and (iii) an uncommitted term loan facility in the amount of SEK 25,000 (approximately $2,577 as of June 27, 2026), which

is subject to receipt of Nordea Bank’s commitment and satisfaction of specified conditions (the “Incremental Term Facility”, together with the 2019 Elfa Revolving Facilities, the “2019 Elfa Senior Secured Credit Facilities”). The term for the 2019

Elfa Senior Secured Credit Facilities began on April 1, 2019 and, pursuant to an amendment entered into in fiscal 2025, matures on September

30, 2028. Loans borrowed under the 2019 Elfa Revolving Facilities bear interest at Nordea Bank’s base rate +1.40%. Any loan borrowed under the Incremental Term Facility would bear interest at Stibor +1.70%.

The 2019 Elfa Senior Secured Credit Facilities are secured by the majority of assets of Elfa. The 2019 Elfa Senior Secured Credit Facilities contains

a number of covenants that, among other things, restrict Elfa’s ability, subject to specified exceptions, to incur additional liens, sell or dispose of assets, merge with other companies, engage in businesses that are not in a related line of

business and make guarantees. In addition, Elfa is required to maintain (i) a Group Equity Ratio (as defined in the 2019 Elfa Senior Secured Credit Facilities) of not less than 32.5%

and (ii) a consolidated ratio of net debt to EBITDA (as defined in the 2019 Elfa Senior Secured Credit Facilities) of less than 3.20. As of June 27, 2026, Elfa was in compliance with all covenants under the 2019 Elfa Senior Secured Credit

Facilities and no Event of Default (as defined in the 2019 Elfa Senior Secured Credit Facilities) had occurred.

There was $7,731 available under the 2019 Elfa Senior Secured Credit

Facilities as of June 27, 2026, based on the factors described above. There were no borrowings

outstanding under the 2019 Elfa Senior Secured Credit Facilities as of June 27, 2026.

5. Income taxes

The benefit for income taxes in the thirteen weeks ended June 27, 2026 was $14 as compared to a benefit of $7,530 in the thirteen weeks

ended June 28, 2025. The effective tax rate for the thirteen weeks ended June 27, 2026 was 0.1%, as compared to 28.0% in the thirteen weeks ended June 28, 2025. The decrease in the effective tax rate for the thirteen weeks ended June 27, 2026

compared to the same period in the thirteen weeks ended June 28, 2025, is primarily due to valuation allowance that was recorded.

During the thirteen weeks ended June 27, 2026, the effective tax rate was lower than the U.S. statutory rate of 21%, primarily due to

year-to-date losses for which tax benefits are limited. In the thirteen weeks ended June 28, 2025, the effective tax rate rose above the U.S. statutory rate of 21% primarily due to year-to-date losses for which tax benefits were not limited.

6. Shareholders’ equity (deficit)

The Company emerged from bankruptcy upon the effectiveness of the Plan of Reorganization on January 28, 2025 (the "Effective Date"),

at which time all shares of the Predecessor Company's issued and outstanding common stock immediately prior to the Effective Date were canceled, released, and extinguished. The Company contributed 1,000 shares of newly issued common stock of the

Company, par value $0.01 per share (such shares of common stock, the "New Parent Shares"), as a contribution to the capital of The Container Store, Inc., a Texas corporation ("TCS"), and in exchange for no additional shares of capital stock of TCS.

TCS then contributed all of the New Parent Shares to an entity newly formed by TCS, The Container Store Holdings, LLC (“Reorganized Parent”), as a contribution to the capital of the Reorganized Parent.

Common stock

As of June 27, 2026, the Company had 5,000 shares of common stock authorized, with a par value of $0.01, of which 1,000 were issued.

Preferred stock

As of June 27, 2026, the Company had no shares of preferred stock authorized, issued, or outstanding.

7. Accumulated other comprehensive income

Accumulated other comprehensive income (“AOCI”) consists of changes in our foreign currency hedge contracts, pension liability

adjustment, and foreign currency translation. The components of AOCI, net of tax, were as follows:

Pension

liability

adjustment

Foreign

currency

translation

Total

Balance at March 28, 2026

11,994

12,029

Other comprehensive (loss) income before reclassifications, net of tax

(1,368

)

(1,366

)

Amounts reclassified to earnings, net of tax

—

Net current period other comprehensive (loss) income

(1,368

)

(1,366

)

Balance at June 27, 2026

10,626

10,663

Amounts reclassified from AOCI to earnings for the pension liability adjustment category are generally included in cost of sales and

selling, general and administrative expenses in the Company’s consolidated statements of operations.

8. Commitments and contingencies

In connection with insurance policies and other contracts, the Company has outstanding standby letters of credit totaling $13,037 as

of June 27, 2026.

The Company is subject to ordinary litigation and routine reviews by regulatory bodies that are incidental to its business. The

Company has recorded accruals with respect to these matters, where appropriate, which are reflected in the Company's unaudited condensed consolidated financial statements. For some matters, a liability is not probable or the amount cannot be

reasonably estimated and therefore an accrual has not been made.

Rashon Hayes v. The Container Store, Inc.

The Company was named as a defendant in a putative class action and representative action was filed on February 10, 2020 in Santa

Clara Superior Court by Rashon Hayes (“Plaintiff”), a former, hourly-paid employee of TCS who was employed from April 2019 to June 2019. The First Amended Complaint was filed on August 3, 2020 and alleges eleven causes of action: (1) unpaid overtime,

(2) unpaid meal period premiums, (3) unpaid rest period premiums, (4) unpaid minimum wages, (5) final wages not timely paid, (6) wages not timely paid during employment, (7) non-compliant wage statements, (8) failure to keep requisite payroll

records, (9) unreimbursed business expenses, (10) violation of California Business and Professions Code section 17200, and (11) violation of the California Private Attorneys General Act. The lawsuit seeks restitution of unpaid wages for plaintiff and

other class members, pre-judgement interest, appointment of class administrator, and attorney's fees and costs. Parties engaged in mediation on February 21, 2024 and reached a preliminary, confidential settlement.

Based on information currently available, the Company does not believe that its pending legal matters, either on an individual basis

or in the aggregate, will have a material adverse effect on the Company’s consolidated financial statements as a whole. However, litigation and other legal matters involve an element of uncertainty. Adverse decisions and settlements, including any

required changes to the Company's business, or other developments in such matters could affect our operating results in future periods or result in a liability or other amounts material to the Company's annual consolidated financial statements.

The Company is subject to ordinary litigation and routine reviews by regulatory bodies that are incidental to its business, none of

which is expected to have a material adverse effect on the Company’s consolidated financial statements on an individual basis or in the aggregate.

9. Fair value measurements

Under U.S. GAAP, the Company is required to a) measure certain assets and liabilities at fair value or b) disclose the fair values of

certain assets and liabilities recorded at cost. Accounting standards define fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the

measurement date. Fair value is calculated assuming the transaction occurs in the principal or most advantageous market for the asset or liability and includes consideration of non-performance risk and credit risk of both parties. Accounting

standards pertaining to fair value establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value. These tiers include:

•

Level 1—Valuation inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

•

Level 2—Valuation inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not

active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3—Valuation inputs are unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The

fair values are determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques.

As of June 27, 2026 and March 28, 2026, the Company held certain items that are required to be measured at fair value on a recurring

basis. These items included the non-qualified retirement plan, which consists of investments purchased by employee contributions to retirement savings accounts. The fair value amount of the non-qualified retirement plan is measured using the net

asset value per share practical expedient, and therefore, is not classified in the fair value hierarchy. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values. The Company has

consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of contracts it holds.

The fair value of long-term debt was estimated using quoted prices as well as recent transactions for similar types of borrowing

arrangements (level 2 valuations). As of June 27, 2026 and March 28, 2026, the estimated fair value of the Company’s long-term debt, including current maturities, was as follows:

June 27, 2026

March 28, 2026

First-Out Exit Term Loans

38,113

37,192

Amendment No. 1 Super Senior Term Loans

18,046

17,564

Amendment No. 2 Super Senior Term Loans

21,729

21,133

Amendment No. 3 2026 Priming Super Senior Term Loans

21,473

20,975

Amendment No. 4 2026 Priming Super Senior Term Loans

25,550

—

Rolled-Up First-Out Term Loans

17,403

16,964

Second-Out Exit Term Loans

23,036

Obligations under finance leases

600

654

Exit ABL Credit Facility

77,882

76,761

Total fair value of debt

243,832

214,279

10. Subsequent Events

The Company evaluated subsequent events through August 4, 2026, the date the consolidated financial statements were available to be

issued, and the following events occurred that require disclosure.

Completion of the Merger with Bed Bath & Beyond, Inc.

On July 8, 2026 (the "Closing Date"), Bed Bath & Beyond, Inc. ("BBBY") completed the previously announced acquisition of the Company, pursuant to

the Agreement and Plan of Merger (the "TCS Merger Agreement"), dated as of April 2, 2026 (the "Merger Agreement"), by and among BBBY, TCS Merger Sub, LLC, a wholly owned subsidiary of BBBY (the "Merger Sub"), and the Company. The Merger Sub merged

with and into the Company, with the Company surviving as a wholly owned subsidiary of BBBY.

Pursuant to the term and conditions of the Merger Agreement, BBBY issued an aggregate number of 13,714,287 shares of Common Stock and $112,553

aggregate principal amount of Convertible Notes. Immediately after the closing, BBBY repurchased 286,663 shares of Common Stock and will hold those shares in treasury and cancelled $1,299 aggregate principal amount of Convertible Notes in connection

with the repayment of certain of the Company's loans.

On the Closing Date, the Company entered into an indenture (the “Indenture”), among the Company, the guarantors from time to time party thereto and

Computershare Trust Company, National Association, as trustee, with respect to $112,553 aggregate principal amount of BBBY’s 5.00% Convertible Senior Notes due 2033 to be issued pursuant to the Merger Agreement. The Convertible Notes are senior,

unsecured obligations of BBBY and accrue interest payable semiannually in arrears at the rate of 5.00% per year on April 1 and October 1 of each year, beginning April 1, 2027. The Convertible Notes mature on July 8, 2033, unless earlier converted or

repurchased. The Convertible Notes are guaranteed by certain subsidiaries of the Company.

Under the Indenture, BBBY agrees to use its reasonable best efforts to obtain the approval of its stockholders that is required under the applicable

NYSE rules and regulations in connection with the issuance of Common Stock. The Indenture provides that if BBBY has not obtained such stockholder approval on or before the three-month anniversary of the Closing Date, the interest payable on the

Convertible Notes will increase to 10.00% per year until such stockholder approval is obtained and if BBBY has not obtained such stockholder approval on or before the six-month anniversary of the Closing Date, the interest payable on the Convertible

Notes will increase to 12.00% per year until such stockholder approval is obtained.

The conversion rate is initially 109.8901 shares of Common Stock per $1 principal amount of Convertible Notes (equivalent to an initial conversion

price of approximately $9.10 per share of Common Stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the

maturity date, BBBY will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: ef20079337_ex99-2.htm · Sequence: 6

Exhibit 99.2

Lumliq2, LLC

Financial Statements

Year Ended December 31, 2025

Lumliq2, LLC

Financial Statements

Year Ended December 31, 2025

Lumliq2, LLC

Contents

Independent Auditor’s Report

3-4

Financial Statements

Balance Sheet as of December 31, 2025

Statement of Operations for the Year Ended December 31, 2025

Statement of Changes in Member’s Equity for the Year Ended December 31, 2025

Statement of Cash Flows for the Year Ended December 31, 2025

Notes to the Financial Statements

10-19

Independent Auditor’s Report

The Member

Lumliq2, LLC

Lawrenceburg, Tennessee

Opinion

We have audited the financial statements of Lumliq2, LLC (the Company), which comprise the balance sheet as of December 31, 2025, the related statements

of operations, changes in member’s equity and cash flows for the year then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2025, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those

standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the

relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

As described in Note 2 to the financial statements, the parent company, F9 Brands, Inc., has agreed to support the operating, investing, and financing

activities of the Company through at least one year and a day beyond the report date. Our opinion is not modified with respect to these matters.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally

accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud

or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise

substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to

fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always

detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or

the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment of a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those

risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall

presentation of the financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going

concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant

audit findings, and certain internal control-related matters that we identified during the audit.

/s/ BDO USA, P.C.

Memphis, Tennessee

June 15, 2026, except for the use of the incremental borrowing rate in accounting for leases described in Note 9 as to which the date is July 31, 2026

Financial Statements

Lumliq2, LLC

Balance Sheet

December 31, 2025

Assets

Current Assets

Cash

185,364

Accounts receivable, net of allowance for credit losses (including related party receivable of $32,933)

1,121,475

Inventories, net

65,283,435

Prepaid expenses and other assets

3,944,985

Total Current Assets

70,535,259

Property and Equipment, Net

1,587,349

Right-of-Use Assets - Operating Leases

50,130,159

Right-of-Use Assets - Finance Leases

378,325

Security Deposits

195,759

Total Assets

122,826,851

Liabilities and Member’s Equity

Current Liabilities

Accounts payable (including related party payable of $914,290)

28,062,812

Accrued expenses

6,459,614

Contract liabilities and customer deposits

13,467,838

Current portion of operating lease liabilities

15,464,346

Current portion of finance lease obligations

138,702

Total Current Liabilities

63,593,312

Long-Term Liabilities

Operating lease liabilities, net of current portion

34,987,374

Finance lease obligations, net of current portion

56,856

Total Liabilities

98,637,542

Commitments and Contingencies (Note 10)

Member’s Equity

24,189,309

Total Liabilities and Member’s Equity

122,826,851

The accompanying notes are an integral part of the financial statements.

Lumliq2, LLC

Statement of Operations

Year ended December 31, 2025

Net Sales

251,311,863

Cost of Sales

123,279,966

Gross Profit

128,031,897

Operating Expenses

Selling, general and administrative expenses

142,051,829

Total Operating Expenses

142,051,829

Operating Loss

(14,019,932

)

Other Expenses

Other expense, net

(2,014,154

)

Interest expense

(218,989

)

Total Other Expense, Net

(2,233,143

)

Net Loss

(16,253,075

)

The accompanying notes are an integral part of the financial statements.

Lumliq2, LLC

Statement of Changes in Member’s Equity

Member’s

Contributed

Capital

Accumulated

Deficit

Total

Member’s Equity

Balance, December 31, 2024

37,611,030

(4,408,329

)

33,202,701

Distributions to Member

(11,283,131

)

(11,283,131

)

Contributions from Member

18,522,814

Net loss

(16,253,075

)

(16,253,075

)

Balance, December 31, 2025

44,850,713

(20,661,404

)

24,189,309

The accompanying notes are an integral part of the financial statements.

Lumliq2, LLC

Statement of Cash Flows

Year ended December 31, 2025

Cash Flows from Operating Activities

Net loss

(16,253,075

)

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

Depreciation and amortization

390,735

Non-cash lease expense

15,110,962

Interest on financing leases

13,924

Gain on fixed asset disposal

(90,599

)

Change in operating assets and liabilities:

Accounts receivable, net of allowance for credit losses

(960,603

)

Prepaid expenses and other assets

(1,113,397

)

Inventories, net

(3,379,048

)

Security deposits

(12,335

)

Operating lease liabilities

(14,919,468

)

Accounts payable

12,773,900

Accrued expenses

3,110,299

Contract liabilities and customer deposits

(3,064,088

)

Net Cash Used in Operating Activities

(8,392,793

)

Cash Flows from Investing Activities

Purchases of property and equipment

(129,152

)

Proceeds from sale of property and equipment

170,992

Net Cash Provided by Investing Activities

41,840

Cash Flows from Financing Activities

Repayment of principal portion of finance lease liability

(272,357

)

Contribution from Member

18,522,814

Distribution to Member

(11,283,131

)

Net Cash Provided by Financing Activities

6,967,326

Net Decrease in Cash Equivalents

(1,383,627

)

Cash,

beginning of year

1,568,991

Cash,

end of year

185,364

Supplemental Disclosure of Cash Flows Information

Cash paid during the year for:

Interest

218,989

Non-cash transactions:

Additions and modifications to right-of-use assets – operating leases

23,972,833

Additions and modifications to right-of-use assets – finance leases

453,991

The accompanying notes are an integral part of the financial statements.

Lumliq2, LLC

Notes to the Financial Statements

1. Nature of Business

Lumliq2, LLC (the Company) is a retailer specializing in the sale and distribution of residential flooring products and related installation accessories. Established as

a limited liability company, the Company operates 200 retail locations across 43 states within the contiguous United States.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with United States of America generally accepted accounting principles (GAAP). In the opinion of

management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. All material related-party balances and transactions are included and disclosed in these statements.

Liquidity and Management’s Plans

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and

settlement of obligations in the normal course of business. The condition regarding the Company financing from related parties, as disclosed in Note 8, and history of negative cash flow from operating activities, creates uncertainty as the Company’s

ability to meet its obligations as they come due at least one year and a day post issuance of these financial statements.

Management has evaluated its plans whereby the Parent has committed to providing financial support to the Company to support the operating, investing, and financing

activities of the Company through at least one year and a day beyond the report date.

The Company’s ability to continue as a going concern is dependent on the continued financial support of its Parent and the ability to execute its plan.

Accounts Receivable, Net of Allowance for Credit Losses

Trade accounts receivables are reported on the balance sheet at the amount due, adjusted for any allowance for credit losses. The Company provides an allowance for

credit losses to reduce trade accounts receivables to their estimated net realizable value equal to the amount expected to be collected. The allowance for credit losses is estimated based on historical collection experience, current regional economic

and market conditions, aging of trade accounts receivable, current creditworthiness of customers, and forward-looking information. Allowance for credit loss on accounts receivables as of December 31, 2025 and 2024 are immaterial. The balance of

accounts receivables as of December 31, 2024 was $160,872.

Inventory, Net

Inventory is valued at the lower of cost or realizable value, cost being determined using the average cost method. The Company records a reserve for valuation adjustments if the cost of inventory on hand exceeds the amount it expects to realize from the ultimate sale or disposal of the inventory.

Lumliq2, LLC

Notes to the Financial Statements

The inventory in transit is inventory that the Company has taken possession of at the shipping point. This inventory is in the Company’s possession, on a

ship and not yet received in the warehouse. The inventory in-transit amount at December 31, 2025 was $763,750. This amount is included in the Inventories, net balance.

Property and Equipment, Net

Property and equipment are stated at cost. The Company depreciates or amortizes its property and equipment utilizing the straight-line method over the following

estimated useful lives:

Estimated Useful Lives (Years)

Leasehold improvements

Lesser of 15 or term of the related lease

Furniture, fixtures, and equipment

5-7

Computer hardware and software

Vehicles

3-5

Major renewals and improvements are capitalized, while maintenance and repairs are expensed as incurred. For assets sold or otherwise disposed of, the cost and related

accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is reflected in operations for the period.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or circumstances indicate the carrying value of the asset may not be recoverable. Recoverability of

assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is

measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. There was no impairment loss related

to long-lived assets during the year ended December 31, 2025.

Sales Taxes

The various states in which the Company operates impose sales tax on certain sales to nonexempt customers. The Company collects that sales tax from customers and remits

the entire amount to the appropriate state. The Company accounts for taxes collected from customers on a net basis (excluded from revenue).

Revenue Recognition

The Company accounts for revenue per the requirements of Accounting Standard Update (ASU) 2014‑19, Revenue

from Contracts with Customers, as amended (Topic 606).

The Company recognizes revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the transfer of goods to

customers. Revenue is related to the sale of flooring, accessories, and service related to installation. The Company recognizes revenue when the performance obligation is satisfied. Generally, the performance obligation is satisfied at a point in

time when control of the goods is transferred to the customer and the Company has no further obligation to provide services related to the goods.

Lumliq2, LLC

Notes to the Financial Statements

Installation service revenue is recognized when the service has been provided.

The Company requires a 100% deposit/down payment to be made at the time an order is placed for most customers. The amount is recorded within contract liabilities and

customer deposits and will remain on the balance sheet until the cabinets are delivered to the customer, at which time the deposit will be recognized into revenue.

Revenues are recorded net of cash discounts as required by ASC 606.

The Company has made the practical expedient election, which allows for accounting for shipping and handling activities associated with the cabinets and counter tops as

a fulfillment cost within cost of sales. The Company has also elected for all taxes assessed by government authorities that are imposed on or concurrent with revenue-producing transactions, such as sales, to be excluded from revenue.

December 31, 2025

Net product sales

232,630,534

Net service sales

18,681,329

Total Net Sales

251,311,863

There were no contract assets as of December 31, 2025 and 2024.

Leases

The Company accounts for its leases under the guidance of ASU 2016-02, Leases (codified as

Accounting Standards Codification (ASC) 842).

The Company leases vehicles, warehouses, retail stores, and equipment for use in its operations. The Company determines if an arrangement is or contains a lease at

inception of the contract. The Company has lease agreements with lease and non-lease components and has elected to not separate lease and non-lease components for all classes of underlying assets.

For leases with a term of 12 months or less, the Company has elected the practical expedient which allows a lessee to elect, by class of underlying asset, not to

recognize a right-of-use (ROU) asset or lease liability. Under the new standard, a lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified assets for a period of time in exchange for

consideration. For leases with a term of more than 12 months, lessees will need to recognize leases on the balance sheet as an ROU asset and a related lease liability and classify the leases as either operating or finance. The liability will be equal

to the present value of lease payments. The asset will be based on the liability, subject to adjustments, such as initial direct costs.

Advertising

Advertising costs are expensed as incurred in operating expenses. Advertising expense for the year ended December 31, 2025 was $23,864,904.

Lumliq2, LLC

Notes to the Financial Statements

Income Taxes

The Company was formed on October 1, 2024 as a single member limited liability company. The Company is not a taxable entity for United States federal income tax purposes

or for the majority of states that impose an income tax. Taxes on the Company’s net income generally are borne by the member through the allocation of taxable income. The Company’s income tax expense results from franchise and excise tax laws enacted

by certain states that apply to entities organized as partnerships.

The Company has no unrecognized tax benefits at December 31, 2025. The Company’s initial return for the period October 1, 2024 through December 31, 2024, was filed under

parent S Corporation F9 Brands, Inc.

The Company recognizes deferred income tax assets and liabilities for temporary differences between the relevant basis of its assets and liabilities for financial

reporting and tax purposes. The Company records the impact of changes in tax legislation on deferred income tax liabilities and assets in the period the legislation is enacted.

The Company recognizes interest and penalties associated with any tax matters as part of operating expenses and includes any accrued interest and penalties, if any, in

accrued expenses on the accompanying balance sheet.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, established a three-level hierarchy for fair value measurements that distinguishes between market participant

assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available

in the circumstances (unobservable inputs). The hierarchy level assigned to financial instruments recorded at fair value is based on the Company’s assessment of the transparency and reliability of the inputs used in the valuation of such instrument

at the measurement date.

Level 1 – This level consists of quoted prices

for identical assets or liabilities in active markets at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing

information on an ongoing basis. The valuation under this approach does not entail a significant degree of judgment.

Level 2 – This level consists of inputs other

than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market

data for substantially the full term of the assets or liabilities. The valuation technique for the Company’s Level 2 assets is based on quoted market prices for similar assets from observable pricing sources at the reporting date.

Level 3 – This level consists of unobservable

inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available,

thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

Lumliq2, LLC

Notes to the Financial Statements

The carrying values of cash, accounts receivable, net of allowance for credit losses, prepaid expense and other assets, accounts payable, accrued expenses and contract

liabilities and customer deposits approximate fair value due to the short-term maturities of these instruments. No assets were adjusted to their fair values on a nonrecurring basis.

Business and Credit Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains its cash with multiple financial

institutions. At times, such amounts may exceed federally insured limits. At December 31, 2025, the Company did not have any accounts in excess of federally insured limits.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates

and assumptions that affect the reported amounts and disclosures. Accordingly, actual results could materially differ from those estimates.

Risks and Uncertainties

The Company is subject to risks and uncertainties as a result of continuing supply chain issues and rising inflation. Capital markets and economies worldwide have also

been negatively impacted, and it has caused economic downturns or recessions in the U.S. and other markets. Such economic disruption could have a material adverse effect on the Company’s business. The ultimate impact on the Company’s operations and

financial performance in future periods remains uncertain and will depend on future related developments, which are uncertain and cannot be predicted, but the Company does not anticipate any material impacts to its business, financial condition,

results of operations, and/or cash flows in the year ended December 31, 2025.

Recent Accounting Pronouncements

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board (the FASB) or other standard-setting bodies and adopted by the

Company as of a specified effective date. Management reviewed all significant recently issued accounting pronouncements and concluded that they are either not applicable to the Company’s business or that no material effect is expected on the

financial statements as a result of future adoption.

3. Inventories, Net

Inventory, net at December 31, 2025, consisted of the following:

December 31, 2025

Finished goods

65,283,435

Inventory reserve

Inventories, Net

65,283,435

Lumliq2, LLC

Notes to the Financial Statements

4. Prepaid Expenses and Other Assets

Prepaid expenses and other assets at December 31, 2025, consisted of the following:

December 31, 2025

Prepaid expenses

951,763

Other current assets

2,993,222

Prepaid Expenses and Other Assets

3,944,985

5. Property and Equipment, Net

Property and equipment, net consist of the following:

December 31, 2025

Leasehold improvements

582,719

Furniture, fixtures, and equipment

377,716

Computer hardware and software

614,801

Vehicles

434,260

2,009,496

Less: accumulated depreciation

(422,147

)

Property and Equipment, Net

1,587,349

Depreciation and amortization expense related to property and equipment for the year ended December 31, 2025 was $390,735.

6. Contract Liabilities and Customer Deposits

The opening and closing balances of the Company’s contract liabilities and customer deposits as of December 31, 2025, were as follows:

Balance as of December 31, 2024

16,531,926

Decrease

(3,064,088

)

Balance as of December 31, 2025

13,467,838

Contract liabilities and customer deposits balance as of December 31, 2024 that was recognized as sales during the year ended December 31, 2025 amounted to $12,476,475.

The remainder of this page intentionally left blank.

Lumliq2, LLC

Notes to the Financial Statements

7. Accrued Expenses

Accrued expenses at December 31, 2025, consisted of the following:

December 31, 2025

Sales tax payable – U.S.

1,412,471

Items received not recorded

2,386,253

Other accrued expenses

2,660,890

Accrued Expenses

6,459,614

8. Intercompany Loan

F9 Brands, Inc., parent company of Lumliq 2, LLC, has a secured revolving line of credit for $60,000,000 from Bank of America with availability through October 1, 2026.

The Company is a guarantor on this line of credit. In addition to the Company, three brother/sister companies are also guarantors on the F9 Brands line of credit. The interest rate on the revolving line of credit is a rate per year equal to the

secured overnight financing rate (SOFR) (Adjusted Periodically) plus 1.80 percentage points and will be adjusted on the first day of every month (the Adjustment Date) and will remain fixed until the next Adjustment Date.

As of December 31, 2025, the F9 Brands line of credit had a balance of $46,500,000 with an interest rate of 5.67%.

9. Leases

Lessee Accounting

Operating leases are included in ROU asset - operating leases, current portion of operating lease liabilities, and operating lease liabilities, net of current on the

balance sheet. Finance leases are included in ROU asset - finance leases, current portion of finance obligations, and finance lease obligations, net of current portion on the balance sheet.

Operating and finance lease assets and operating and finance lease liabilities are recognized based on the present value of the future minimum lease payments over the

lease term at commencement date. For leases that do not provide an implicit rate, the Company uses an incremental borrowing rate available at the lease commencement date based on the information available, including lease term, in determining the

present value of future payments. The operating lease asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Lease terms may include options to extend or terminate the lease when it is reasonably

certain that the option will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term and reported as selling, general and administrative expense, and financing lease expense is recorded as selling, general and

administrative expense and interest expense in the statement of operations.

The Company evaluated its ROU assets for impairment and concluded that no impairment charge was required as of December 31, 2025.

Lumliq2, LLC

Notes to the Financial Statements

The following table represents the assets and liabilities of the finance and operating leases:

December 31, 2025

Assets

Operating leases

ROU lease assets - operating leases

50,130,159

Finance leases

ROU lease assets - finance leases

378,325

Total Lease Assets

50,508,484

Liabilities

Current:

Operating

Current portion of operating lease liabilities

15,464,346

Finance

Current portion of finance lease obligations

138,702

Non-current:

Operating

Operating lease obligations, net of current portion

34,987,374

Finance

Finance lease obligations, net of current portion

56,856

Total Lease Liabilities

50,647,278

Finance lease assets are recorded net of accumulated depreciation of $75,665 as of December 31, 2025.

The components of the Company’s lease cost are as follows:

December 31, 2025

Lease Costs

Finance lease costs:

Amortization of ROU assets

Selling, general and administrative expenses

75,665

Interest of lease liabilities

Interest expense

13,924

Operating lease costs

Selling, general and administrative expenses

20,862,539

Total Lease Costs

20,952,128

Aggregate payments of lease liabilities subsequent to December 31, 2025 are as follows:

Year ending December 31

Operating

Finance

Total

2026

18,636,060

143,274

18,779,334

2027

14,159,128

20,319

14,179,447

2028

11,190,503

20,319

11,210,822

2029

7,897,812

20,319

7,918,131

2030

5,426,913

Thereafter

1,705,430

Total Lease Payments

59,015,846

204,231

59,220,077

Less: imputed interest and interest

8,564,126

8,673

8,572,799

Present Value of Lease Liabilities

50,451,720

195,558

50,647,278

Lumliq2, LLC

Notes to the Financial Statements

The following table presents the weighted-average remaining lease term and discount rate:

December 31, 2025

Weighted-average remaining lease term - finance lease

1.80 years

Weighted-average remaining lease term - operating lease

4.39 years

Weighted-average discount rate - finance lease

6.15

Weighted-average discount rate – operating lease

6.67

10. Commitments and Contingencies

Legal Matters

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, such actions will not have a material

effect on the Company’s financial condition or results of operations or cash flows.

11. Related Party Transactions

Leased Facilities

In 2025, 62 of the Company’s leases were with a related party owned by the member of the Company. Rent expense from these leases amounted to $4,205,802 for the year

ended December 31, 2025.

Accounts Receivable

The Company provides goods sold to related parties in the normal course of business. Amounts due from related parties are included in accounts receivable, net of

allowance for credit losses in the accompanying balance sheet. Accounts receivable from related parties totaled $32,933 as of December 31, 2025.

Accounts Payable

The Company purchases goods and/or services from related parties in the normal course of business. Amounts due to related parties are included in accounts payable in the

accompanying balance sheet. Accounts payable to related parties totaled $914,290 as of December 31, 2025.

Shared Expenses

The Company shares payroll and benefit costs with related parties in the normal course of business. Amounts due to related parties for shared payroll and benefit costs

are included in payroll expense in the accompanying statement of operations. As of December 31, 2025, amounts paid to related parties for shared payroll and benefit costs totaled $5,936,493.

12. Subsequent Events

On April 8, 2026, Bed Bath & Beyond Inc. announced that it has signed a Letter of Intent to acquire the equity interests and substantially all assets of F9 Brands,

Inc., which owns and operates Cabinets To Go, Lumber Liquidators, Gracious Home / Thos. Baker, and Southwind Building Products for $150,000,000. The sale is expected to close in August 2026.

Lumliq2, LLC

Notes to the Financial Statements

Management has evaluated events and transactions that occurred between December 31, 2025 and July 31, 2026, which is the date the financial statements were available to

be issued, for possible recognition or disclosure in the financial statements.

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: ef20079337_ex99-3.htm · Sequence: 7

Exhibit 99.3

Lumliq2, LLC

Financial Statements

Quarterly Period Ended June 30, 2026

Lumliq2, LLC

Financial Statements

Quarterly Period June 30, 2026

Lumliq2, LLC

Contents

Financial Statements

Condensed Balance Sheet as of June 30, 2026

Condensed Statement of Operations for the Six-Month Period Ended June 30, 2026

Statement of Changes in Member’s Equity for the Six-Month Period Ended June 30, 2026

Statement of Cash Flows for the Six-Month Period Ended June 30, 2026

Notes to the Condensed Financial Statements

8-17

Financial Statements

Lumliq2, LLC

Condensed Balance Sheet

(Unaudited)

June 30, 2026

Assets

Current Assets

Cash

3,342,214

Accounts receivable, net of allowance for credit losses

434,814

Inventories, net

40,738,191

Prepaid expenses and other assets

1,638,225

Total Current Assets

46,153,444

Property and Equipment, Net

2,599,461

Right-of-Use Assets - Operating Leases

70,326,564

Right-of-Use Assets - Finance Leases

174,884

Security Deposits

204,048

Total Assets

119,458,401

Liabilities and Member’s Deficit

Current Liabilities

Accounts payable (including related party payable of $1,324,161)

28,890,982

Accrued expenses

7,471,871

Contract liabilities and customer deposits

13,584,682

Current portion of operating lease liabilities

13,721,227

Current portion of finance lease obligations

25,071

Total Current Liabilities

63,693,833

Long-Term Liabilities

Operating lease liabilities, net of current portion

57,084,599

Finance lease obligations, net of current portion

47,809

Total Liabilities

120,826,241

Commitments and Contingencies (Note 9)

Member’s Deficit

(1,367,840

)

Total Liabilities and Member’s Deficit

119,458,401

The accompanying notes are an integral part of the condensed financial statements.

Lumliq2, LLC

Condensed Statement of Operations

(Unaudited)

Six-month period ended June 30, 2026

Net Sales

86,860,386

Cost of Sales

(42,076,380

)

Gross Profit

44,784,006

Operating Expenses

Selling, general and administrative expenses

72,389,477

Total Operating Expenses

72,389,477

Operating Loss

(27,605,471

)

Other Income (Expense)

Other income, net

226,149

Interest expense

(183,258

)

Total Other Income, Net

42,891

Net Loss

(27,562,580

)

The accompanying notes are an integral part of the condensed financial statements.

Lumliq2, LLC

Condensed Statement of Changes in Member’s Equity

(Unaudited)

Member’s

Contributed

Capital

Accumulated

Deficit

Total

Member’s Equity

(Deficit)

Balance, December 31, 2025

44,850,713

(20,661,404

)

24,189,309

Distributions to Member

(4,104,773

)

(4,104,773

)

Contributions from Member

6,110,204

Net loss

(27,562,580

)

(27,562,580

)

Balance, June 30, 2026

46,856,144

(48,223,984

)

(1,367,840

)

The accompanying notes are an integral part of the condensed financial statements.

Lumliq2, LLC

Condensed Statement of Cash Flows

(Unaudited)

Six-month period ended June 30, 2026

Cash Flows from Operating Activities

Net loss

(27,562,580

)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

204,382

Non-cash lease expense

8,915,140

Interest on financing leases

2,953

Gain on fixed asset disposal

(52,897

)

Provision for inventory reserve

950,456

Change in operating assets and liabilities:

Accounts receivable, net of allowance for credit losses

686,661

Prepaid expenses and other assets

2,306,760

Inventories, net

23,594,788

Security deposits

(8,289

)

Operating lease liabilities

(8,757,439

)

Accounts payable

828,170

Accrued expenses

1,012,257

Contract liabilities and customer deposits

116,844

Net Cash Provided by Operating Activities

2,237,206

Cash Flows from Investing Activities

Purchases of property and equipment

(1,169,218

)

Proceeds from sale of property and equipment

209,062

Net Cash Used in Investing Activities

(960,156

)

Cash Flows from Financing Activities

Repayment of principal portion of finance lease liability

(125,631

)

Distributions to Member

(4,104,773

)

Contribution from Member

6,110,204

Net Cash Provided by Financing Activities

1,879,800

Net Increase in Cash Equivalents

3,156,850

Cash,

beginning of year

185,364

Cash,

end of quarter

3,342,214

Supplemental Disclosure of Cash Flows Information

Cash paid during the six-month period ended for:

Interest

183,258

Non-cash transactions:

Additions and modifications to right-of-use assets – operating leases

29,111,545

The accompanying notes are an integral part of the condensed financial statements.

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

1. Nature of Business

Lumliq2, LLC (the Company) is a retailer specializing in the sale and distribution of residential flooring products and related installation accessories. Established as

a limited liability company, the Company operates 200 retail locations across 43 states within the contiguous United States.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with United States of America generally accepted accounting principles (GAAP)

for interim financial information. Operating results for the six-month period ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. For further information, refer to the

financial statements and footnotes thereto included in the Company’s audited financial statements for the year ended December 31, 2025. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and

are of a normal recurring nature. All material related-party balances and transactions are included and disclosed in these statements.

Liquidity and Management’s Plans

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and

settlement of obligations in the normal course of business. The condition regarding the Company financing from related parties, as disclosed in Note 7, and history of negative cash flow from operating activities, creates uncertainty as the Company’s

ability to meet its obligations as they come due at least one year and a day post issuance of these financial statements.

Management has evaluated its plans whereby the Parent has committed to providing financial support to the Company to support the operating, investing, and financing

activities of the Company though at least one year and a day beyond the report date.

The Company’s ability to continue as a going concern is dependent on the continued financial support of its Parent and the ability to execute its plan.

Accounts Receivable, Net of Allowance for Credit Losses

Trade accounts receivables are reported on the condensed balance sheet at the amount due, adjusted for any allowance for credit losses. The Company provides an allowance

for credit losses to reduce trade accounts receivables to their estimated net realizable value equal to the amount expected to be collected. The allowance for credit losses is estimated based on historical collection experience, current regional

economic and market conditions, aging of trade accounts receivable, current creditworthiness of customers, and forward-looking information. Allowance for credit loss on accounts receivables as of June 30, 2026 and December 31, 2025 are immaterial.

The balance of accounts receivables as of December 31, 2025 was $1,121,475.

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Inventory, Net

The inventory in transit is inventory that the Company has taken possession of at the shipping point. This inventory is in the Company’s possession, on a

ship and not yet received in the warehouse. The inventory in-transit amount at June 30, 2026 was $1,821,768. This amount is included in the Inventories, net balance.

Property and Equipment, Net

Property and equipment are stated at cost. The Company depreciates or amortizes its property and equipment utilizing the straight-line method over the following

estimated useful lives:

Estimated Useful Lives (Years)

Leasehold improvements

Lesser of 15 or term of the related lease

Furniture, fixtures, and equipment

5-7

Computer hardware and software

Vehicles

3-5

Major renewals and improvements are capitalized, while maintenance and repairs are expensed as incurred. For assets sold or otherwise disposed of, the cost and related

accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is reflected in statement of operations for the period.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or circumstances indicate the carrying value of the asset may not be recoverable. Recoverability of

to long-lived assets during the six-month period ended June 30, 2026.

Sales Taxes

The various states in which the Company operates impose sales tax on certain sales to nonexempt customers. The Company collects that sales tax from customers and remits

the entire amount to the appropriate state. The Company accounts for taxes collected from customers on a net basis (excluded from revenue).

Revenue Recognition

The Company accounts for revenue per the requirements of Accounting Standard Update (ASU) 2014‑19, Revenue

from Contracts with Customers, as amended (Topic 606).

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

The Company recognizes revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the transfer of goods to

time when control of the goods is transferred to the customer and the Company has no further obligation to provide services related to the goods.

Installation service revenue is recognized when the service has been provided.

The Company requires a 100% deposit/down payment to be made at the time an order is placed for most customers. The amount is recorded within contract liabilities and

customer deposits and will remain on the condensed balance sheet until the cabinets are delivered to the customer, at which time the deposit will be recognized into revenue.

Revenues are recorded net of cash discounts as required by ASC 606.

The Company has made the practical expedient election, which allows for accounting for shipping and handling activities associated with the cabinets and counter tops as

Six-month period ended June 30, 2026

Net product sales

79,009,725

Net service sales

7,850,661

Total Net Sales

86,860,386

There were no contract assets as of June 30, 2026 and December 31, 2025.

Leases

The Company accounts for its leases under the guidance of ASU 2016-02, Leases (codified as

Accounting Standards Codification (ASC) 842).

The Company leases vehicles, warehouses, retail stores, and equipment for use in its operations. The Company determines if an arrangement is or contains a lease at

inception of the contract. The Company has lease agreements with lease and non-lease components and has elected to not separate lease and non-lease components for all classes of underlying assets.

For leases with a term of 12 months or less, the Company has elected the practical expedient which allows a lessee to elect, by class of underlying asset, not to

consideration. For leases with a term of more than 12 months, lessees will need to recognize leases on the condensed balance sheet as an ROU asset and a related lease liability and classify the leases as either operating or finance. The liability

will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustments, such as initial direct costs.

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Advertising

Advertising costs are expensed as incurred in operating expenses. Advertising expense for the six-month period ended June 30, 2026 was $6,409,486.

Income Taxes

The Company was formed on October 1, 2024 as a single member limited liability company. The Company is not a taxable entity for United States federal income tax purposes

by certain states that apply to entities organized as partnerships.

The Company has no unrecognized tax benefits at June 30, 2026. The Company’s initial return for the period October 1, 2024 through December 31, 2024, was filed under

parent S Corporation F9 Brands, Inc.

The Company recognizes deferred income tax assets and liabilities for temporary differences between the relevant basis of its assets and liabilities for financial

reporting and tax purposes. The Company records the impact of changes in tax legislation on deferred income tax liabilities and assets in the period the legislation is enacted.

The Company recognizes interest and penalties associated with any tax matters as part of operating expenses and includes any accrued interest and penalties, if any, in

accrued expenses on the accompanying condensed balance sheet.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, established a three-level hierarchy for fair value measurements that distinguishes between market participant

at the measurement date.

Level 1 – This level consists of quoted prices

information on an ongoing basis. The valuation under this approach does not entail a significant degree of judgment.

Level 2 – This level consists of inputs other

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Level 3 – This level consists of unobservable

thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

The carrying values of cash, accounts receivable, net of allowance for credit losses, prepaid expense and other assets, accounts payable, accrued expenses and contract

liabilities and customer deposits approximate fair value due to the short-term maturities of these instruments. No assets were adjusted to their fair values on a nonrecurring basis.

Business and Credit Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains its cash with multiple financial

institutions. At times, such amounts may exceed federally insured limits. At June 30, 2026, the Company did not have any accounts in excess of federally insured limits.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates

and assumptions that affect the reported amounts and disclosures. Accordingly, actual results could materially differ from those estimates.

Risks and Uncertainties

The Company is subject to risks and uncertainties as a result of continuing supply chain issues and rising inflation. Capital markets and economies worldwide have also

results of operations, and/or cash flows in the six-month period ended June 30, 2026.

Recent Accounting Pronouncements

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board (the FASB) or other standard-setting bodies and adopted by the

financial statements as a result of future adoption.

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

3. Inventories, Net

Inventory at June 30, 2026, consisted of the following:

June 30, 2026

Finished goods

41,688,647

Inventory reserve

(950,456

)

Inventories, Net

40,738,191

4. Property and Equipment, Net

Property and equipment, net consist of the following:

June 30, 2026

Leasehold improvements

1,566,429

Furniture, fixtures, and equipment

541,892

Computer hardware and software

636,084

Vehicles

428,688

3,173,093

Less: accumulated depreciation

(573,632

)

Property and Equipment, Net

2,599,461

Depreciation and amortization expense related to property and equipment for the six-month period ended June 30, 2026 was $204,382.

5. Contract Liabilities and Customer Deposits

The opening and closing balances of the Company’s contract liabilities and customer deposits as of June 30, 2026, were as follows:

Contract

Liability,

Customer

Deposits

Balance, December 31, 2025

13,467,838

Increase

116,844

Balance, June 30, 2026

13,584,682

Contract liabilities and customer deposits balance as of December 31, 2025 that was recognized as sales during the six-month period ended June 30, 2026 amounted to

$11,943,427.

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

6. Accrued Expenses

Accrued expenses at June 30, 2026, consisted of the following:

June 30, 2026

Accrued payroll

4,061,756

Other accrued expenses

3,410,115

Accrued Expenses

7,471,871

7. Intercompany Loan

F9 Brands, Inc., parent company of Lumliq 2, LLC, has a secured revolving line of credit for $56,010,000 from Bank of America with availability through October 1, 2026.

As of June 30, 2026, the F9 Brands line of credit had a balance of $41,500,000 with an interest rate of 5.48%.

8. Leases

Lessee Accounting

Operating leases are included in ROU asset - operating leases, current portion of operating lease liabilities, and operating lease liabilities, net of current on the

condensed balance sheet. Finance leases are included in ROU asset - finance leases, current portion of finance obligations, and finance lease obligations, net of current portion on the condensed balance sheet.

Operating and finance lease assets and operating and finance lease liabilities are recognized based on the present value of the future minimum lease payments over the

administrative expense and interest expense in the condensed statement of operations.

The Company evaluated its ROU assets for impairment and concluded that no impairment charge was required as of June 30, 2026.

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

The following table represents the assets and liabilities of the finance and operating leases:

June 30, 2026

Assets

Operating leases

ROU lease assets - operating leases

70,326,564

Finance leases

ROU lease assets - finance leases

174,884

Total Lease Assets

70,501,448

Liabilities

Current:

Operating

Current portion of operating lease liabilities

13,721,227

Finance

Current portion of finance lease obligations

25,071

Non-current:

Operating

Operating lease obligations, net of current portion

57,084,599

Finance

Finance lease obligations, net of current portion

47,809

Total Lease Liabilities

70,878,706

Finance lease assets are recorded net of accumulated depreciation of $99,513 as of June 30, 2026.

The components of the Company’s lease cost are as follows:

June 30, 2026

Lease Costs

Finance lease costs:

Amortization of ROU assets

Selling, general and administrative expenses

23,848

Interest of lease liabilities

Interest expense

2,953

Operating lease costs

Selling, general and administrative expenses

10,331,010

Total Lease Costs

10,343,982

Aggregate payments of lease liabilities subsequent to June 30, 2026 are as follows:

Year ending December 31

Operating

Finance

Total

2026

9,121,784

17,475

9,139,259

2027

16,592,585

20,319

16,612,904

2028

13,783,678

20,319

13,803,997

2029

10,636,230

20,319

10,656,549

2030

8,523,263

Thereafter

31,626,171

Total Lease Payments

90,283,711

78,432

90,362,143

Less: imputed interest and interest

(19,477,885

)

(5,552

)

(19,483,437

)

Present Value of Lease Liabilities

70,805,826

72,880

70,878,706

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

The following table presents the weighted-average remaining lease term and discount rate:

June 30, 2026

Weighted-average remaining lease term - finance lease

3.10 years

Weighted-average remaining lease term - operating lease

7.84 years

Weighted-average discount rate - finance lease

6.15

Weighted-average discount rate – operating lease

6.47

9. Commitments and Contingencies

Legal Matters

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, such actions will not have a material

effect on the Company’s financial condition or results of operations or cash flows.

10. Related Party Transactions

Leased Facilities

In 2026, 62 of the Company’s leases were with a related party owned by the member of the Company. Rent expense from these leases amounted to $2,147,792 for the six-month

period ended June 30, 2026.

Accounts Receivable

The Company provides goods sold to related parties in the normal course of business. Amounts due from related parties are included in accounts receivable, net of

allowance for credit losses in the accompanying condensed balance sheet. There were no accounts receivable from related parties at June 30, 2026.

Accounts Payable

The Company purchases goods and/or services from related parties in the normal course of business. Amounts due to related parties are included in accounts payable in the

accompanying condensed balance sheet. Accounts payable to related parties totaled $1,324,161 at June 30, 2026.

Shared Expenses

The Company shares payroll and benefit costs with related parties in the normal course of business. Amounts due to related parties for shared payroll and benefit costs

are included in payroll expense in the accompanying condensed statement of operations. As of June 30, 2026, amounts paid to related parties for shared payroll and benefit costs totaled $2,713,401.

11. Subsequent Events

On April 8, 2026, Bed Bath & Beyond, Inc. announced that it has signed a Letter of Intent to acquire the equity interests and substantially all assets of F9 Brands,

Inc., which owns and operates Cabinets To Go, Lumber Liquidators, Gracious Home / Thos. Baker, and Southwind Building Products for $150,000,000. The sale is expected to close in August 2026.

Lumliq2, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Management has evaluated events and transactions that occurred between June 30, 2026 and July 31, 2026, which is the date the financial statements were available to be

issued, for possible recognition or disclosure in the financial statements.

EX-99.4 — EXHIBIT 99.4

EX-99.4

Filename: ef20079337_ex99-4.htm · Sequence: 8

Exhibit 99.4

Cabinets To Go, LLC

Financial Statements

Year Ended December 31, 2025

Cabinets To Go, LLC

Financial Statements

Year Ended December 31, 2025

Cabinets To Go, LLC

Contents

Independent Auditor’s Report

3-4

Financial Statements

Balance Sheet as of December 31, 2025

Statement of Operations for the Year Ended December 31, 2025

Statement of Changes in Member’s Deficit for the Year Ended December 31, 2025

Statement of Cash Flows for the Year Ended December 31, 2025

Notes to Condensed Financial Statements

10-19

Independent Auditor’s Report

The Member

Cabinets To Go, LLC

Lawrenceburg, Tennessee

Opinion

We have audited the financial statements of Cabinets To Go, LLC (the Company), which comprise the balance sheet as of December 31, 2025, the related

statements of operations, changes in member’s deficit and cash flows for the year then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those

relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

As described in Note 2 to the financial statements, the parent company, F9 Brands, Inc., has agreed to support the operating, investing, and financing

activities of the Company through at least one year and a day beyond the report date. Our opinion is not modified with respect to these matters.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally

or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise

substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those

risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall

presentation of the financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going

concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant

audit findings, and certain internal control-related matters that we identified during the audit.

/s/ BDO USA, P.C.

March 17, 2026, except for the use of the incremental borrowing rate in accounting for leases described in Note 9 as to which the date is July 31, 2026

Financial Statements

Cabinets To Go, LLC

Balance Sheet

December 31, 2025

Assets

Current Assets

Cash

573,859

Accounts receivable, net of allowance for credit losses (including related party receivable of $700,204)

5,977,809

Inventories, net

31,145,255

Deposits on inventory

3,687,594

Prepaid expenses and other assets

4,020,114

Total Current Assets

45,404,631

Property and Equipment, Net

4,985,242

Right-of-Use Assets - Operating Leases

24,108,476

Right-of-Use Assets - Finance Leases

367,813

Security Deposits

1,855

Total Assets

74,868,017

Liabilities and Member’s Deficit

Current Liabilities

Accounts payable (including related party payable of $2,072,918)

5,378,742

Accrued expenses

8,322,197

Bank overdraft

1,705,387

Contract liabilities and customer deposits

15,830,427

Line of credit

46,500,000

Current portion of operating lease liabilities

10,032,558

Current portion of finance lease obligations

182,339

Total Current Liabilities

87,951,650

Long-Term Liabilities

Finance lease obligations, net of current portion

194,694

Operating lease liabilities, net of current portion

14,075,918

Total Liabilities

102,222,262

Commitments and Contingencies (Note 10)

Member’s Deficit

(27,354,245

)

Total Liabilities and Member’s Deficit

74,868,017

The accompanying notes are an integral part of the financial statements.

Cabinets To Go, LLC

Statement of Operations

Year ended December 31, 2025

Net Product Sales

167,180,388

Net Service Sales

22,919,821

Total Net Sales

190,100,209

Cost of Sales – Product Sales

58,634,669

Cost of Sales – Service Sales

19,016,885

Total Cost of Sales

77,651,554

Gross Profit

112,448,655

Operating Expenses

Selling, general and administrative expenses

110,213,759

Amortization expense

9,869

Total Operating Expenses

110,223,628

Operating Income

2,225,027

Other Income (Expense)

Interest expense

(3,022,493

)

Interest income

2,940,129

Other income, net

1,393,430

Total Other Income, Net

1,311,066

Income before

state income tax

3,536,093

State Income Tax Expense

208,560

Net Income

3,327,533

The accompanying notes are an integral part of the financial statements.

Cabinets To Go, LLC

Statement of Changes in Member’s Deficit

Member’s Equity

(Deficit)

Accumulated

Earnings

Total Member’s

Equity (Deficit)

Balance, December 31, 2024

(49,548,097

)

28,078,071

(21,470,026

)

Distributions to Member

(29,753,218

)

(29,753,218

)

Contribution

20,541,466

Net loss

3,327,533

Balance, December 31, 2025

(58,759,849

)

31,405,604

(27,354,245

)

The accompanying notes are an integral part of the financial statements.

Cabinets To Go, LLC

Statement of Cash Flows

Year ended December 31, 2025

Cash Flows from Operating Activities

Net Income

3,327,533

Adjustments to reconcile net income to net cash provided in operating activities:

Depreciation and amortization

1,414,099

Recovery on inventory reserve

(15,349

)

Non-cash lease expense

8,565,738

Interest on financing leases

20,462

Gain on fixed asset disposal

(17,807

)

Change in operating assets and liabilities:

Accounts receivable, net of allowance for credit losses

(3,676,278

)

Prepaid expenses and other assets

417,476

Inventories, net

4,546,991

Deposits on inventory

381,918

Security deposits

192

Operating lease liabilities

(8,565,738

)

Accounts payable

(573,023

)

Accrued expenses

(1,951,887

)

Bank overdraft

1,705,387

Contract liabilities and customer deposits

(2,293,270

)

Net Cash Provided by Operating Activities

3,286,444

Cash Flows from Investing Activities

Purchases of property and equipment

(337,009

)

Proceeds from sale of property, plant, and equipment

14,325

Net Cash Used in Investing Activities

(322,684

)

Cash Flows from Financing Activities

Proceeds from line of credit

23,000,000

Repayment of line of credit

(16,500,000

)

Repayment of principal portion of finance lease liability

(262,850

)

Contribution from Member

20,541,466

Distribution to Member

(29,753,218

)

Net Cash Used in Financing Activities

(2,974,602

)

Net Decrease in Cash

(10,842

)

Cash,

beginning of year

584,701

Cash,

end of year

573,859

Supplemental Disclosure of Cash Flows Information

Cash paid during the year for:

Interest

3,022,493

State income taxes, net of refunds

208,560

Non-cash transactions:

Modifications to Right-of-Use Assets - operating leases

8,701,738

The accompanying notes are an integral part of the financial statements.

Cabinets To Go, LLC

Notes to the Financial Statements

1. Nature of Business

Cabinets To Go, LLC (the Company) (a Limited Liability Company) is a retailer of kitchen cabinets, bathroom vanities, and fixtures with 105 retail locations in 39 states

including Alabama, Arkansas, Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Massachusetts, Maryland, Maine, Michigan, Minnesota, Missouri, Nevada, Nebraska, North Carolina, New

Hampshire, New Jersey, New Mexico, New York, Oregon, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Virginia, Washington, and Wisconsin.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with United States of America generally accepted accounting principles (GAAP). In the opinion of

Liquidity and Management’s Plans

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and

settlement of obligations in the normal course of business. The condition regarding the Company not having extended the due date of the line of credit, Note 8, and the line of credit classified as current, creates uncertainty as to the Company’s

ability to meet its obligations as they come due within at least one year and a day post issuance of these financial statements.

Management has evaluated its plans whereby the Parent has committed to provide financial support to the Company to support the operating, investing, and financing

activities of the Company through at least one year and a day beyond the report date. Further management notes the line of credit has been in place since August 2022 and has successfully renewed the line of credit with the lender three consecutive

years.

The Company’s ability to continue as a going concern is dependent on the continued financial support of its Parent and the ability to execute its plan.

Accounts Receivable, Net of Allowance for Credit Losses

Trade accounts receivables are reported on the balance sheet at the amount due, adjusted for any allowance for credit losses. The Company provides an allowance for

accounts receivables as of December 31, 2024 was $2,301,531.

Cabinets To Go, LLC

Notes to the Financial Statements

Inventory, Net

The inventory in transit is inventory that the Company has taken possession of at the shipping point. This inventory is in the Company’s possession, on a ship and not

yet received to the warehouse. The in-transit amount is $2,777,433 at December 31, 2025. This amount is included in inventory, net on the balance sheet.

Property and Equipment, Net

Property and equipment are stated at cost. The Company depreciates or amortizes its property and equipment utilizing the straight-line method over the following

estimated useful lives:

Asset category

Estimated Useful Lives (Years)

Leasehold improvements

Lesser of 15 or term of the related lease

Furniture, fixtures and equipment

5-7

Computer hardware and software

Vehicles

3-5

Major renewals and improvements are capitalized, while maintenance and repairs are expensed as incurred. For assets sold or otherwise disposed of, the cost and related

accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is reflected in operations for the period.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or circumstances indicate the carrying value of the asset may not be recoverable. Recoverability of

to long‑lived assets during the year ended December 31, 2025.

Sales Taxes

The various states in which the Company operates impose sales tax on certain sales to nonexempt customers. The Company collects that sales tax from customers and remits

the entire amount to the appropriate state. The Company accounts for taxes collected from customers on a net basis (excluded from revenue).

Revenue Recognition

The Company accounts for revenue per the requirements of Accounting Standard Update (ASU) 2014‑19, Revenue

from Contracts with Customers, as amended (Topic 606).

Cabinets To Go, LLC

Notes to the Financial Statements

The Company recognizes revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the transfer of goods to

customers. Revenue is related to the sale of kitchen and bathroom cabinets, counter tops and service related to installation. The Company recognizes revenue when the performance obligation is satisfied. Generally, the performance obligation is

satisfied at a point in time when control of the goods is transferred to the customer and the Company has no further obligation to provide services related to the goods.

Installation service revenue is recognized when the service has been provided.

The Company requires a 100% deposit/down payment to be made at the time an order is placed for most customers. The amount is recorded within contract liabilities and

customer deposits and will remain on the balance sheet until the cabinets are delivered to the customer, at which time the deposit will be recognized into revenue.

Revenues are recorded net of cash discounts as required by ASC 606.

The Company has made the practical expedient election, which allows for accounting for shipping and handling activities associated with the cabinets and counter tops as

There were no contract assets as of December 31, 2025 and 2024.

Leases

In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, Leases

(codified as Accounting Standards Codification (ASC) 842), related to lease accounting. The Company elected the bundled practical expedients under which:

•

Any expired contracts need not be reassessed to determine whether they are or contain leases.

•

Leases that have commenced prior to the adoption of the new lease accounting standard will not be reassessed under the new guidance.

•

Any initial direct costs for existing leases need not be reassessed.

For leases with a term of 12 months or less, the Company has elected the practical expedient which allows a lessee to elect, by class of underlying asset, not to

consideration. For leases with a term of more than 12 months, lessees will need to recognize leases on the balance sheet as a ROU asset and a related lease liability and classify the leases as either operating or finance. The liability will be equal

to the present value of lease payments. The asset will be based on the liability, subject to adjustments, such as initial direct costs.

Advertising

Advertising costs are expensed as incurred in operating expenses. Advertising expense for the year ended December 31, 2025 was $16,266,224.

Cabinets To Go, LLC

Notes to the Financial Statements

Income Taxes

The Company was formed as a limited liability company electing under the Internal Revenue Code and state statutes to be taxed as a partnership. Effective January 1,

2019, as part of a tax restructuring, 100% of the membership interest of the Company was contributed to a newly formed S Corporation, and the Company is a disregarded entity participating in the overall S Corporation return of its parent. In lieu of

federal and state income taxes, the members of an S Corporation are taxed individually on their proportionate share of the Company’s taxable income. Certain states, including California and Texas, continue to impose income taxes at the entity level

rather than as a pass-through. Such state income taxes have been included in the statement of operations.

The Company has no unrecognized tax benefits at December 31, 2025. The Company’s federal income tax returns prior to the 2020 fiscal year and state income tax returns

prior to the 2020 fiscal year are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

The Company recognizes interest and penalties associated with any tax matters as part of operating expenses and includes accrued interest and penalties, if any, in

accrued expenses on the accompanying balance sheet.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, established a three-level hierarchy for fair

value measurements that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and the reporting entity’s own assumptions about market

participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The hierarchy level assigned to financial instruments recorded at fair value is based on the Company’s assessment of the

transparency and reliability of the inputs used in the valuation of such instrument at the measurement date.

Level 1 – This level consists of quoted prices

information on an ongoing basis. The valuation under this approach does not entail a significant degree of judgment.

Level 2 – This level consists of inputs other

Level 3 – This level consists of unobservable

thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

Cabinets To Go, LLC

Notes to the Financial Statements

The carrying values of cash, accounts receivable, net of allowance for credit losses, prepaid expense and other assets, accounts payable, accrued expenses, contract

liabilities and customer deposits approximate fair value due to the short-term maturities of these instruments. No assets were adjusted to their fair values on a nonrecurring basis.

Business and Credit Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains its cash with multiple financial

institutions. At times, such amounts may exceed federally insured limits. At December 31, 2025, the Company did not have any accounts in excess of federally insured limits.

For the year ended December 31, 2025, the Company purchased 27% of its inventory from one vendor.

Use of Estimates

The preparation of financial statement in conformity with accounting principles generally accepted in the United States of America requires management to make estimates

and assumptions that affect the reported amounts and disclosures. Accordingly, actual results could materially differ from those estimates.

Risks and Uncertainties

The Company is subject to risks and uncertainties as a result of continuing supply chain issues and rising inflation. Capital markets and economies worldwide have also

results of operations and/or cash flows in the fiscal year ending December 31, 2025.

Recent Accounting Pronouncements

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board (the FASB) or other standard-setting bodies and adopted by the

financial statements as a result of future adoption.

3. Inventories, Net

Inventory, net consisted of the following:

December 31, 2025

Finished goods

32,855,807

Inventory reserve

(1,710,552

)

Inventories, Net

31,145,255

Cabinets To Go, LLC

Notes to the Financial Statements

4. Prepaid Expenses and Other Assets

Prepaid expenses and other assets consisted of the following:

December 31, 2025

Prepaid expenses

1,861,479

Other current assets

2,158,635

Prepaid Expenses and Other Assets

4,020,114

5. Property and Equipment, Net

Property and equipment, net consist of the following:

December 31, 2025

Leasehold improvements

9,696,776

Furniture, fixtures, and equipment

4,850,790

Computer hardware and software

3,202,748

Vehicles

3,572,002

21,322,316

Less: accumulated depreciation

(16,337,074

)

Property and Equipment, Net

4,985,242

Depreciation and amortization expense related to property and equipment for the year ended December 31, 2025 was $1,404,230.

6. Contract Liabilities and Customer Deposits

The opening and closing balances of the Company’s contract liabilities and customer deposits were as follows:

Balance, December 31, 2024

18,123,697

Decrease

(2,293,270

)

Balance, December 31, 2025

15,830,427

Contract liabilities and customer deposits balance as of December 31, 2024 that was recognized as sales during the year ended December 31, 2025 amount to $14,576,232.

Cabinets To Go, LLC

Notes to the Financial Statements

7. Accrued Expenses

Accrued expenses at December 31, 2025, consisted of the following:

December 31, 2025

Sales tax payable

700,420

Accrued payroll

1,400,982

Items received with no invoice received

3,786,016

Other accrued expenses

2,434,779

Accrued Expenses

8,322,197

8. Credit Facilities

Line of Credit

On August 31, 2022, F9 Brands, Inc., parent company of Cabinets To Go, LLC, obtained a secured revolving line of credit for $20,000,000 from Bank of America with

availability through August 30, 2023. F9 Brands, a related party, allowed the Company to borrow funds on this line of credit for business expansion. The line of credit was amended on August 30, 2023, to increase the credit limit to $60,000,000 and to

extend availability through August 30, 2024, and to name the Company as guarantor on the line of credit. The facility was subsequently amended on August 22, 2024 to extend the maturity date to August 22, 2025, and on August 5, 2025 to extend the

maturity date to October 1, 2026. In addition to the Company, three brother/sister companies are also guarantors on the F9 Brands line of credit. The interest rate on the revolving line of credit is a rate per year equal to the secured overnight

financing rate (SOFR) (Adjusted Periodically) plus 1.80 percentage points and will be adjusted on the first day of every month (the Adjustment Date) and will remain fixed until the next Adjustment Date.

As of December 31, 2025, the F9 Brands line of credit had a balance of $46,500,000 with an interest rate of 5.67%.

9. Leases

Lessee Accounting

The Company leases vehicles, warehouses, retail stores, and equipment for use in its operations. The Company determines if an arrangement is or contains a lease at

inception of the contract. The Company has lease agreements with lease and non-lease components and has elected to not separate lease and non-lease components for all classes of underlying assets. Leases with an initial term of 12 months or less are

not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Leases with initial terms in excess of 12 months are recorded as either operating or financing leases in the

balance sheet.

Operating leases are included in ROU asset - operating leases, current portion of operating lease liabilities, and operating lease liabilities net of current portion on

the balance sheet. Finance leases are included in ROU asset - finance leases, current portion of finance lease liabilities, and finance lease liabilities, net of current portion on the balance sheet.

Cabinets To Go, LLC

Notes to the Financial Statements

Operating and finance lease assets and operating and finance lease liabilities are recognized based on the present value of the future minimum lease payments over the

certain that the option will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term and reported in selling, general and administrative expense, and financing lease expense is recorded as selling, general and

administrative expense and interest expense in the statement of operations.

The following table represents the assets and liabilities of the finance and operating leases:

December 31, 2025

Assets

Operating leases

ROU assets – operating leases

24,108,476

Finance leases

ROU assets - finance leases

367,813

Total Lease Assets

24,476,289

Liabilities

Current:

Operating

Current portion of operating lease liabilities liabilities – current

10,032,558

Finance

Current portion of finance lease

182,339

Non-current:

Operating

Operating lease liabilities – net of current portion

14,075,918

Finance

Finance lease liabilities – net of current portion

194,694

Total Lease Liabilities

24,485,509

Finance lease assets are recorded net of accumulated depreciation of $929,551 as of December 31, 2025.

The components of the Company’s lease cost are as follows:

December 31, 2025

Lease Costs

Finance lease costs:

Amortization of ROU assets

Selling, general and administrative expenses

235,310

Interest of lease liabilities

Interest expense

20,462

Operating lease costs

Selling, general and administrative expenses

10,221,007

Total Lease Costs

10,476,779

Cabinets To Go, LLC

Notes to the Financial Statements

Aggregate payments of lease liabilities subsequent to December 31, 2025 are as follows:

Year ending December 31

Operating

Finance

Total

2026

10,032,558

194,858

10,227,416

2027

7,197,225

136,970

7,334,195

2028

4,497,094

55,290

4,552,384

2029

3,111,766

10,377

3,122,143

2030

1,224,434

2031

Thereafter

Total Lease Payments

26,063,077

397,495

26,460,572

Less: imputed interest and interest

(1,954,601

)

(20,462

)

(1,975,063

)

Present Value of Lease Liabilities

24,108,476

377,033

24,485,509

The following table presents the weighted-average remaining lease term and discount rate:

December 31, 2025

Weighted-average remaining lease term - finance lease

1.95 years

Weighted-average remaining lease term - operating lease

3.15 years

Weighted-average discount rate - finance lease

4.09

Weighted-average discount rate – operating lease

4.54

10. Commitments and Contingencies

Legal Matters

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, such actions will not have a material

effect on the Company’s financial condition or results of operations or cash flows.

11. Related Party Transactions

Leased Facilities

In 2025, all of the Company’s leases were with a related party owned by the member of the Company. Rent expense from these leases amounted to $10,221,007 for the year

ended December 31, 2025.

Loans from Member

The Company obtained a line of credit through a related party during 2023 (see Note 8).

Cabinets To Go, LLC

Notes to the Financial Statements

Interest Expense

The Company incurred $3,022,493 in interest expense on the line of credit for the year, which was offset by a sister entity’s interest income paid to the Company of

$2,940,129.

Accounts Receivable

The Company provides goods sold to related parties in the normal course of business. Amounts due from related parties are included in accounts receivable in the

accompanying balance sheet. Accounts receivable from related parties totaled $700,204 as of December 31, 2025.

Accounts Payable

The Company purchases goods and/or services from related parties in the normal course of business. Amounts due to related parties are included in accounts payable in the

accompanying balance sheet. Accounts payable to related parties totaled $2,072,918 as of December 31, 2025.

12. Subsequent Events

On April 8, 2026, Bed Bath & Beyond announced that it has signed a Letter of Intent to acquire the equity interests and substantially all assets of F9 Brands, Inc.,

which owns and operates Cabinets To Go, Lumber Liquidators, Gracious Home / Thos. Baker, and Southwind Building Products for $150,000,000. The sale is expected to close in August 2026.

Management has evaluated events and transactions that occurred between December 31, 2025 and July 31, 2026, which is the date the financial statements were available to

be issued, for possible recognition or disclosure in the financial statements.

EX-99.5 — EXHIBIT 99.5

EX-99.5

Filename: ef20079337_ex99-5.htm · Sequence: 9

Exhibit 99.5

Cabinets To Go, LLC

Condensed Financial Statements

Quarterly Period Ended June 30, 2026

Cabinets To Go, LLC

Condensed Financial Statements

Quarterly Period June 30, 2026

Cabinets To Go, LLC

Contents

Condensed Financial Statements

Condensed Balance Sheet as of June 30, 2026

Condensed Statement of Operations for the Six-Months Ended June 30, 2026

Condensed Statement of Changes in Member’s Deficit for the Six-Months Ended June 30, 2026

Condensed Statement of Cash Flows for the Six-Months Ended June 30, 2026

Notes to Condensed Financial Statements

8-17

Financial Statements

Cabinets To Go, LLC

Condensed Balance Sheet

(Unaudited)

June 30, 2026

Assets

Current Assets

Cash

2,856,126

Accounts receivable, net of allowance for credit losses (including related

party receivable of $1,324,285)

6,026,453

Inventories, net

25,943,740

Deposits on inventory

1,113,893

Prepaid expenses and other assets

4,271,853

Total Current Assets

40,212,065

Property and Equipment, Net

4,900,307

Right-of-Use Assets - Operating Leases

37,209,494

Right-of-Use Assets - Finance Leases

271,281

Security Deposits

1,856

Total Assets

82,595,003

Liabilities and Member’s Deficit

Current Liabilities

Accounts payable (including related party payable of $911,620)

4,736,992

Accrued expenses

13,141,891

Contract liabilities and customer deposits

14,767,414

Line of credit

41,500,000

Current portion of operating lease liabilities

9,055,906

Current portion of finance lease obligations

182,350

Total Current Liabilities

83,384,553

Long-Term Liabilities

Finance lease obligations, net of current portion

96,253

Operating lease liabilities, net of current portion

28,577,987

Total Liabilities

112,058,793

Commitments and Contingencies (Note 10)

Member’s Deficit

(29,463,790

)

Total Liabilities and Member’s Deficit

82,595,003

The accompanying notes are an integral part of

the condensed financial statements.

Cabinets To Go, LLC

Condensed Statement of Operations

(Unaudited)

Six-months ended June 30, 2026

Net Product Sales

71,614,561

Net Service Sales

8,632,386

Total Net Sales

80,246,947

Cost of Sales - Product

22,938,329

Cost of Sales – Service

7,095,349

Total Cost of Sales

30,033,678

Gross Profit

50,213,269

Operating Expenses

Selling, general and administrative expenses

60,416,137

Total Operating Expenses

60,416,137

Operating Loss

(10,202,868

)

Other Income (Expense)

Interest expense

(1,658,185

)

Interest income

Other income, net

495,949

Total Other Expense, Net

(1,162,221

)

Loss, before state income tax

(11,365,089

)

State Income Tax Expense

(126,790

)

Net Loss

(11,491,879

)

The accompanying notes are an integral part of

the condensed financial statements.

Cabinets To Go, LLC

Condensed Statement of Changes in Member’s Deficit

(Unaudited)

Member’s Equity

(Deficit)

Accumulated

Earnings

Total Member’s

Equity (Deficit)

Balance, December 31, 2025

(58,759,849

)

31,405,604

(27,354,245

)

Distributions to Member

9,580,678

Contribution from Member

(198,345

)

(198,345

)

Net loss

(11,491,879

)

(11,491,879

)

Balance, June 30, 2026

(49,377,516

)

19,913,725

(29,463,791

)

The accompanying notes are an integral part of

the condensed financial statements.

Cabinets To Go, LLC

Condensed Statement of Cash Flows

(Unaudited)

Six-months ended June 30, 2026

Cash Flows from Operating Activities

Net Loss

(11,491,879

)

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

Depreciation and amortization

599,704

Provision for inventory reserve

79,519

Non-cash lease expense

8,166,706

Interest on financing leases

7,171

Change in operating assets and liabilities:

Accounts receivable, net of allowance for credit losses

(48,644

)

Prepaid expenses and other assets

(251,739

)

Inventories, net

5,121,996

Deposits on inventory

2,573,701

Security deposits

)

Operating lease liabilities

(7,742,327

)

Accounts payable

(641,749

)

Accrued expenses

3,114,307

Contract liabilities and customer deposits

(1,063,013

)

Net Cash Used in Operating Activities

(1,576,248

)

Cash Flows from Investing Activities

Purchases of property and equipment

(418,217

)

Net Cash Used in Investing Activities

(418,217

)

Cash Flows from Financing Activities

Repayment of line of credit

(5,000,000

)

Repayment of principal portion of finance lease liability

(105,601

)

Contribution from Member

9,580,678

Distributions to Member

(198,345

)

Net Cash Provided by Financing Activities

4,276,732

Net Increase in Cash

2,282,267

Cash, beginning of year

573,859

Cash, end of quarter

2,856,126

Supplemental Disclosure of Cash Flows Information

Cash paid during the six-months ended for:

Interest

1,658,185

State income taxes, net of refunds

126,790

Non-cash transactions:

Additions to Right-of-Use Assets – operating leases

17,525,246

Modifications to Right-of-Use Assets - operating leases

6,685,600

Disposals of Right-of-Use Assets - operating leases

(2,943,122

)

The accompanying notes are an integral part of

the condensed financial statements.

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

1. Nature of Business

Cabinets To Go, LLC (the Company) (a Limited Liability Company) is a retailer of kitchen cabinets, bathroom vanities, and fixtures with 105 retail locations in 39 states including Alabama, Arkansas, Arizona,

California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Massachusetts, Maryland, Maine, Michigan, Minnesota, Missouri, Nevada, Nebraska, North Carolina, New Hampshire, New Jersey, New Mexico,

New York, Oregon, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Virginia, Washington, and Wisconsin.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with United States of America generally accepted accounting principles (GAAP) for interim financial information. Operating

results for the six-months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. For further information, refer to the financial statements and footnotes thereto included in

the Company’s audited financial statements for the year ended December 31, 2025. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. All material

related-party balances and transactions are included and disclosed in these statements.

Liquidity and Management’s Plans

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and settlement of obligations in the normal course of

business. The condition regarding the Company not having extended the due date of the line of credit, Note 8 and the line of credit classified as current, creates uncertainty as to the Company’s ability to meet its obligations as they come due

within at least one year and a day post issuance of these financial statements.

Management has evaluated its plans whereby the Parent has committed to providing financial support to the Company to support the operating, investing, and financing activities of the Company through at least one year

and a day beyond the report date.

The Company’s ability to continue as a going concern is dependent on the continued financial support of its Parent and the ability to execute its plan.

Accounts Receivable, Net of Allowance for Credit Losses

Trade accounts receivables are reported on the balance sheet at the amount due, adjusted for any allowance for credit losses. The Company provides an allowance for credit losses to reduce trade accounts receivables

to their estimated net realizable value equal to the amount expected to be collected. The allowance for credit losses is estimated based on historical collection experience, current regional economic and market conditions, aging of trade accounts

receivable, current creditworthiness of customers, and forward-looking information. Allowance for credit loss on accounts receivables as of June 30, 2026 and December 31, 2025 are immaterial. The balance of accounts receivables as of December 31,

2025 was $5,977,809.

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Inventory, Net

Inventory is valued at the lower of cost or realizable value, cost being determined using the average cost method. The Company records a reserve for

valuation adjustments if the cost of inventory on hand exceeds the amount it expects to realize from the ultimate sale or disposal of the inventory.

The inventory in transit is inventory that the Company has taken possession of at the shipping point. This inventory is in the Company’s possession, on a ship and not yet received to the warehouse. The in-transit

amount is $1,707,656 at June 30, 2026. This amount is included in the inventory, net on the condensed balance sheet.

Property and Equipment, Net

Property and equipment are stated at cost. The Company depreciates or amortizes its property and equipment utilizing the straight-line method over the following estimated useful lives:

Asset category

Estimated Useful Lives (Years)

Leasehold improvements

Lesser of 15 or term of the related lease

Furniture, fixtures and equipment

5-7

Computer hardware and software

Vehicles

3-5

Major renewals and improvements are capitalized, while maintenance and repairs are expensed as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are

removed from the accounts, and any resulting gain or loss is reflected in statement of operations for the period.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or circumstances indicate the carrying value of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a

comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying

amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. There was no impairment loss related to long‑lived assets during the six-months

ended June 30, 2026.

Sales Taxes

The various states in which the Company operates impose sales tax on certain sales to nonexempt customers. The Company collects that sales tax from customers and remits the entire amount to the appropriate state. The

Company accounts for taxes collected from customers on a net basis (excluded from revenue).

Revenue Recognition

The Company accounts for revenue per the requirements of Accounting Standard Update (ASU) 2014‑19, Revenue from Contracts with Customers, as amended (Topic 606).

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

The Company recognizes revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the transfer of goods to customers. Revenue is related to the sale of kitchen

and bathroom cabinets, counter tops and service related to installation. The Company recognizes revenue when the performance obligation is satisfied. Generally, the performance obligation is satisfied at a point in time when control of the goods is

transferred to the customer and the Company has no further obligation to provide services related to the goods.

Installation service revenue is recognized when the service has been provided.

The Company requires a 100% deposit/down payment to be made at the time an order is placed for most customers. The amount is recorded within contract liabilities and customer deposits and will remain on the balance

sheet until the cabinets are delivered to the customer, at which time the deposit will be recognized into revenue.

Revenues are recorded net of cash discounts as required by ASC 606.

The Company has made the practical expedient election, which allows for accounting for shipping and handling activities associated with the cabinets and counter tops as a fulfillment cost within cost of sales. The

Company has also elected for all taxes assessed by government authorities that are imposed on or concurrent with revenue-producing transactions, such as sales, to be excluded from revenue.

There were no contract assets as of June 30, 2026 and December 31, 2025.

Leases

In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, Leases (codified as Accounting Standards Codification (ASC) 842), related to lease

accounting. The Company elected the bundled practical expedients under which:

•

Any expired contracts need not be reassessed to determine whether they are or contain leases.

•

Leases that have commenced prior to the adoption of the new lease accounting standard will not be reassessed under the new guidance.

•

Any initial direct costs for existing leases need not be reassessed.

For leases with a term of 12 months or less, the Company has elected the practical expedient which allows a lessee to elect, by class of underlying asset, not to recognize a right-of-use (ROU) asset or lease

liability. Under the new standard, a lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified assets for a period of time in exchange for consideration. For leases with a term of more than 12

months, lessees will need to recognize leases on the balance sheet as a ROU asset and a related lease liability and classify the leases as either operating or finance. The liability will be equal to the present value of lease payments. The asset

will be based on the liability, subject to adjustments, such as initial direct costs.

Advertising

Advertising costs are expensed as incurred in operating expenses. Advertising expense for the six-months ended June 30, 2026 was $7,394,856.

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Income Taxes

The Company was formed as a limited liability company electing under the Internal Revenue Code and state statutes to be taxed as a partnership. Effective January 1, 2019, as part of a tax restructuring, 100% of the

membership interest of the Company was contributed to a newly formed S Corporation, and the Company is a disregarded entity participating in the overall S Corporation return of its parent. In lieu of federal and state income taxes, the members of

an S Corporation are taxed individually on their proportionate share of the Company’s taxable income. Certain states, including California and Texas, continue to impose income taxes at the entity level rather than as a pass-through. Such state

income taxes have been included in the statement of operations.

The Company has no unrecognized tax benefits at June 30, 2026. The Company’s federal income tax returns prior to the 2020 fiscal quarter and state income tax returns prior to the 2020 fiscal quarter are closed and

management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

The Company recognizes interest and penalties associated with any tax matters as part of operating expenses and includes accrued interest and penalties, if any, in accrued expenses on the accompanying balance sheet.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, established a three-level hierarchy for fair value measurements that distinguishes between market participant assumptions developed based on market data obtained from

sources independent of the reporting entity (observable inputs) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The

hierarchy level assigned to financial instruments recorded at fair value is based on the Company’s assessment of the transparency and reliability of the inputs used in the valuation of such instrument at the measurement date.

Level 1 – This level consists of quoted prices for identical assets or liabilities in active markets at the measurement date. An active market for the asset or liability is a

market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The valuation under this approach does not entail a significant degree of judgment.

Level 2 – This level consists of inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted

prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The valuation technique for the Company’s Level 2 assets is

based on quoted market prices for similar assets from observable pricing sources at the reporting date.

Level 3 – This level consists of unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or

liabilities. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the

measurement date.

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

The carrying values of cash, accounts receivable, net of allowance for credit losses, prepaid expense and other assets, accounts payable, accrued expenses, contract liabilities and customer deposits approximate fair

value due to the short-term maturities of these instruments. No assets were adjusted to their fair values on a nonrecurring basis.

Business and Credit Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains its cash with multiple financial institutions. At times, such amounts may exceed

federally insured limits. At June 30, 2026, the Company did not have any accounts in excess of federally insured limits.

For the six-months ended June 30, 2026, the Company purchased 28% of its inventory from Supplier A, 10% from Supplier B, and 10% from Supplier C.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported

amounts and disclosures. Accordingly, actual results could materially differ from those estimates.

Risks and Uncertainties

The Company is subject to risks and uncertainties as a result of continuing supply chain issues and rising inflation. Capital markets and economies worldwide have also been negatively impacted, and it has caused

economic downturns or recessions in the U.S. and other markets. Such economic disruption could have a material adverse effect on the Company’s business. The ultimate impact on the Company’s operations and financial performance in future periods

remains uncertain and will depend on future related developments, which are uncertain and cannot be predicted, but the Company does not anticipate any material impacts to its business, financial condition, results of operations and/or cash flows in

the six-months ended June 30, 2026.

Recent Accounting Pronouncements

From time to time new accounting pronouncements are issued by the FASB or other standard-setting bodies and adopted by the Company as of a specified effective date. Management reviewed all significant recently issued

accounting pronouncements and concluded that they are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.

3. Inventories, Net

Inventory consisted of the following:

June 30, 2026

Finished Goods

27,746,581

Inventory Reserve

(1,802,841

)

Inventories, Net

25,943,740

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

4. Prepaid Expenses and Other Assets

Prepaid expenses and other assets consisted of the following:

June 30, 2026

Prepaid software

1,702,389

Prepaid insurance

771,506

Deferred expenses

646,989

Other current assets

1,150,969

Prepaid Expenses and Other Assets

4,271,853

5. Property and Equipment, Net

Property and equipment consist of the following:

June 30, 2026

Leasehold improvements

10,080,702

Furniture, fixtures, and equipment

4,854,467

Computer hardware and software

3,233,384

Vehicles

3,636,032

21,804,585

Less: accumulated depreciation

(16,904,278

)

Property and Equipment, Net

4,900,307

Depreciation and amortization expense related to property and equipment for the six-months ended June 30, 2026 was $599,704.

6. Contract Liabilities and Customer Deposits

The opening and closing balances of the Company’s contract liabilities and customer deposits were as follows:

Balance, December 31, 2025

15,830,427

Decrease

(1,063,013

)

Balance, June 30, 2026

14,767,414

Contract liabilities and customer deposits balance as of December 31, 2025 that was recognized as sales during the six-months ended June 30, 2026 amount to $10,646,153.

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

7. Accrued Expenses

Accrued expenses consisted of the following:

June 30, 2026

Sales tax payable – US

800,871

Accrued payroll

8,429,025

Other accrued expenses

3,911,995

Accrued Expenses

13,141,891

8. Credit Facilities

Line of Credit

On August 31, 2022, F9 Brands, Inc., parent company of Cabinets To Go, LLC, obtained a secured revolving line of credit for $20,000,000 from Bank of America with availability through August 30, 2023. F9 Brands, a

related party, allowed the Company to borrow funds on this line of credit for business expansion. The line of credit was amended on August 30, 2023, to increase the credit limit to $60,000,000 and to extend availability through August 30, 2024, and

to name the Company as guarantor on the line of credit. The facility was subsequently amended on August 22, 2024 to extend the maturity date to August 22, 2025, and on August 5, 2025 to extend the maturity date to October 1, 2026. In addition to

the Company, three brother/sister companies are also guarantors on the F9 Brands line of credit. The interest rate on the revolving line of credit is a rate per year equal to the secured overnight financing rate (SOFR) (Adjusted Periodically)

plus 1.80 percentage points and will be adjusted on the first day of every month (the Adjustment Date) and will remain fixed until the next Adjustment Date.

As of June 30, 2026, the F9 Brands line of credit had a balance of $41,500,000 with an interest rate of 5.46%.

9. Leases

Lessee Accounting

The Company leases vehicles, warehouses, retail stores, and equipment for use in its operations. The Company determines if an arrangement is or contains a lease at inception of the contract. The Company has lease

agreements with lease and non-lease components and has elected to not separate lease and non-lease components for all classes of underlying assets. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company

recognizes lease expense for these leases on a straight-line basis over the lease term. Leases with initial terms in excess of 12 months are recorded as either operating or financing leases in the balance sheet.

Operating leases are included in ROU asset - operating leases, current portion of operating lease liabilities, and operating lease liabilities net of current portion on the balance sheet. Finance leases are included

in ROU asset - finance leases, current portion of finance lease liabilities, and finance lease liabilities, net of current portion on the balance sheet.

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Operating and finance lease assets and operating and finance lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. For leases that

do not provide an implicit rate, the Company uses an incremental borrowing rate available at the lease commencement date for operating leases based on the information available at commencement date, including lease term, in determining the present

value of future payments. The operating lease asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Lease terms may include options to extend or terminate the lease when it is reasonably

and administrative expense and interest expense in the statement of operations.

The following table represents the assets and liabilities of the finance and operating leases:

June 30, 2026

Assets

Operating leases

ROU assets – operating leases

37,209,494

Finance leases

ROU assets - finance leases

271,281

Total Lease Assets

37,480,775

Liabilities

Current:

Operating

Current portion of operating lease liabilities

liabilities – current

9,055,906

Finance

Current portion of finance lease

182,350

Non-current:

Operating

Operating lease liabilities – net of current portion

28,577,987

Finance

Finance lease liabilities – net of current portion

96,253

Total Lease Liabilities

37,912,496

Finance lease assets are recorded net of accumulated depreciation of $1,021,325 as of June 30, 2026.

The components of the Company’s lease cost are as follows:

June 30, 2026

Lease Costs

Finance lease costs:

Amortization of ROU assets

Selling, general and administrative expenses

91,774

Interest of lease liabilities

Interest expense

7,171

Operating lease costs

Selling, general and administrative expenses

5,195,826

Total Lease Costs

5,294,771

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Aggregate payments of lease liabilities subsequent to June 30, 2026, for the years ending December 31 are as follows:

Year ending December 31

Operating

Finance

Total

2026

5,554,192

89,266

5,643,458

2027

10,353,792

136,981

10,490,773

2028

9,487,680

55,299

9,542,979

2029

8,177,461

10,377

8,187,838

2030

6,698,174

Thereafter

1759,982

1,759,982

Total Lease Payments

42,031,281

291,923

42,323,204

Less: imputed interest and interest

4,397,388

13,320

4,410,708

Present Value of Lease Liabilities

37,633,893

278,603

37,912,496

The following table presents the weighted-average remaining lease term and discount rate:

June 30, 2026

Weighted-average remaining lease term - finance lease

1.94 years

Weighted-average remaining lease term - operating lease

4.19 years

Weighted-average discount rate - finance lease

5.87%

Weighted-average discount rate – operating lease

5.39%

10. Commitments and Contingencies

Legal Matters

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, such actions will not have a material effect on the Company’s financial condition or

results of operations or cash flows.

11. Related Party Transactions

Leased Facilities

In 2026, all of the Company’s leases were with a related party owned by the member of the Company. Rent expense from these leases amounted to $5,195,852 for the six-months ended June 30, 2026.

Loans from Member

The Company obtained a line of credit through a related party during 2023 (see Note 8).

Cabinets To Go, LLC

Notes to the Condensed Financial Statements

(Unaudited)

Accounts Receivable

The Company provides goods sold to related parties in the normal course of business. Amounts due from related parties are included in accounts receivable in the accompanying balance sheet. Accounts receivable from

related parties totaled $1,324,285 as of June 30, 2026.

Accounts Payable

The Company purchases goods and/or services from related parties in the normal course of business. Amounts due to related parties are included in accounts payable in the accompanying balance sheet. Accounts payable

to related parties totaled $911,620 as of June 30, 2026.

Shared Expenses

The Company shares payroll and benefit costs with related parties in the normal course of business. Amounts due to related parties for shared payroll and benefit costs are included in payroll expense in the

accompanying statement of operations. As of June 30, 2026, amounts paid to related parties for shared payroll and benefit costs totaled $3,289,359.

12. Subsequent Events

On April 8, 2026, Bed Bath & Beyond announced that it has signed a Letter of Intent to acquire the equity interests and substantially all assets of F9 Brands, Inc., which owns and operates Cabinets To Go, Lumber

Liquidators, Gracious Home / Thos. Baker, and Southwind Building Products for $150,000,000. The sale is expected to close in August 2026.

Management has evaluated events and transactions that occurred between June 30, 2026 and July 31, 2026, which is the date the financial statements were available to be issued, for possible recognition or disclosure

in the financial statements.

EX-99.6 — EXHIBIT 99.6

EX-99.6

Filename: ef20079337_ex99-6.htm · Sequence: 10

Exhibit 99.6

FINANCIAL STATEMENTS

SOUTHWIND BUILDING PRODUCTS, LLC

DECEMBER 31, 2025

SOUTHWIND BUILDING PRODUCTS, LLC

INDEX TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

PAGE

FINANCIAL SECTION

Independent auditor’s report

Balance sheet

Statement of income and members’ equity

Statement of cash flows

Notes to financial statements

INDEPENDENT AUDITOR’S REPORT

To the Members and Management

of Southwind Building Products, LLC

Opinion

We have audited the accompanying financial statements of Southwind Building Products, LLC (a Delaware limited liability company), which comprise the balance sheet as of December 31, 2025, and the related statements

of income and members’ equity and cash flows for the year then ended, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Southwind Building Products, LLC as of December 31, 2025, and the results of its

operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for

the Audit of the Financial Statements section of our report. We are required to be independent of Southwind Building Products, LLC and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our

audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design,

implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Southwind Building Products, LLC’s

ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

201 N. THORNTON AVE | P.O. BOX 749 | DALTON, GA 30722 | PHONE 706.529.0749 | FAX 706.529.5549

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes

our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material

misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of

internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis,

evidence regarding the amounts and disclosures in the financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Southwind Building

Products, LLC’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Southwind Building Products, LLC’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters

that we identified during the audit.

/s/ Estes & Walcott

Dalton, Georgia

June 24, 2026

SOUTHWIND BUILDING PRODUCTS, LLC

BALANCE SHEET

DECEMBER 31, 2025

ASSETS

2025

Current assets:

Cash

1,754,441

Accounts receivable

5,762,856

Tariff refunds receivable

3,167,376

Inventory

30,681,503

Prepaid expenses

392,283

Deposits

10,356

Total current assets

41,768,815

Capitalized assets:

Property and equipment, net

795,154

Right-of-use assets - finance leases

419,874

Right-of-use assets - operating leases

4,050,000

Total capitalized assets

5,265,028

Other assets:

Goodwill

30,987,577

Total other assets

30,987,577

Total assets

78,021,420

(continued)

The accompanying notes are an integral part of these financial statements.

SOUTHWIND BUILDING PRODUCTS, LLC

BALANCE SHEET

DECEMBER 31, 2025

LIABILITIES & MEMBERS’ EQUITY

2025

Current liabilities:

Accounts payable

10,728,622

Accrued expenses

696,477

Current portion of finance lease liabilities

164,336

Current portion of operating lease liabilities

1,215,000

Total current liabilities

12,804,435

Long-term liabilities:

Long-term portion of finance lease liabilities

255,538

Long-term portion of operating lease liabilities

2,835,000

Total long-term liabilities

3,090,538

Total liabilities

15,894,973

Members’ equity:

Members’ equity

62,126,447

Total members’ equity

62,126,447

Total liabilities and members’ equity

78,021,420

The accompanying notes are an integral part of these financial statements.

SOUTHWIND BUILDING PRODUCTS, LLC

STATEMENT OF INCOME AND MEMBERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2025

2025

Net sales

80,112,310

Cost of goods sold

59,090,572

Gross profit

21,021,738

Selling, general, and administrative expenses

13,657,181

Income from operations

7,364,557

Other income (expense):

Bad debt expense

(143,498

)

Interest income

49,011

Interest expense

(24,898

)

Total other income (expense)

(119,385

)

Net income

7,245,172

Member distributions

(10,860,595

)

Members’ equity - beginning

65,741,870

Members’ equity - ending

62,126,447

The accompanying notes are an integral part of these financial statements.

SOUTHWIND BUILDING PRODUCTS, LLC

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2025

Cash flows from operating activities:

2025

Net income

7,245,172

Non-cash items included in net income:

Bad debt

143,498

Depreciation

365,298

Amortization of right-of-use assets

1,215,000

(Increase) decrease in receivables

(2,505,726

)

(Increase) decrease in inventory

5,784,933

(Increase) decrease in prepaid expenses

206,125

(Increase) decrease in deposits

41,544

Increase (decrease) in accounts payable

271,477

Increase (decrease) in accrued expenses

(338,609

)

Increase (decrease) in operating lease liabilities

(1,215,000

)

Net cash provided (used) by operating activities

11,213,712

Cash flows from financing activities:

Principal retirement of finance lease liabilities

(156,268

)

Member distributions

(10,860,595

)

Net cash provided (used) by financing activities

(11,016,863

)

Increase (decrease) in cash

196,849

Cash - beginning

1,557,592

Cash - ending

1,754,441

Supplemental disclosures of cash flow information:

Cash paid during the year for interest

24,898

The accompanying notes are an integral part of these financial statements.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 1. Summary of significant accounting policies-

The accounting and reporting policies of Southwind Building Products, LLC (the Company) conform to generally accepted accounting principles of the United States of America

and to the general practice of their industry. The following is a summary of the more significant policies.

Business activity-

The Company is engaged in the production of commercial and residential carpet and sale of hard surface flooring. Sales are throughout the continental United States. The

Company grants credit on substantially all sales. As a limited liability company, each member’s liability is limited to amounts reflected in their respective member accounts.

Revenue recognition-

The Company complies with ASU 2014-09, which has a standard core principle that an entity should recognize revenue when it transfers promised goods

or services to customers in an amount that reflects the consideration which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 prescribes a five-step process to accomplish this core principle, including 1)

identification of the contract with the customer; 2) identification of the performance obligation(s) under the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the identified performance obligation(s);

and 5) recognition of revenue as (or when) an entity satisfies the identified performance obligation(s).

The Company recognizes revenue on product sales when products are shipped to customers. Standard payment terms require payment within 30 days; some direct-ship products

require payment within 60 days. Additionally, some customers pay in accordance with their customer-specific payment terms set by the Company. Customers have a right of return for products which are defective or damaged.

The Company recognizes revenue only when all of the following criteria have been met:

•

Persuasive evidence of an arrangement exists;

•

Delivery has occurred or services have been rendered;

•

The fee for the arrangement is fixed or determinable; and

•

Collectability is reasonably assured.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 1. Summary of significant accounting policies- (continued)

Accounting estimates-

The preparation of financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual

results could differ from those estimates.

Effective January 1, 2025, the Company made a change to the accounting estimate regarding inventory obsolescence and reserve. Prior to the effective date, the Company

considered certain hard surface and carpet inventory populations greater than one year old to be potentially obsolete, and included those values in the inventory reserve. Management analyzed historical sales data, and determined that this period

was too brief, and substantial portions of inventory were sold at full value subsequent to the one-year threshold. Therefore, the Company has updated the threshold to two years. The magnitude of this change in estimate approximated $3.7 million for

the year ended December 31, 2025. The change in estimated was accounted for prospectively. No restatement of prior year balances was required.

Concentrations of credit risk-

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and trade accounts receivable. The Company places its cash

and temporary cash investments with high quality institutions. At times such investments may be in excess of the FDIC insurance limit.

Cash-

Cash includes cash on hand and in the bank. The Company also considers all highly liquid investments with a maturity of three months or less when purchased to be cash.

Accounts receivable-

Accounts receivable consists primarily of trade accounts. The Company extends credit to customers based on an individual review of their credit worthiness. As a general

rule, letters of personal guarantee are required, and customers may be asked to pay a cash deposit before delivery. The Company extends credit with multiple due dates over a 90-day period. The Company maintains a reserve for product claims based

upon consideration of individual accounts, historic trends, and other information.

Tariff refunds receivable-

The Company has recorded a receivable for tariff refunds related to certain IEEPA tariff surcharges paid during 2025 on qualifying import entries. The receivable is based

on management’s review of eligible entries and amounts expected to be recovered. The receivable excludes regular customs duties, merchandise processing fees, harbor maintenance fees, Section 301 tariffs, freight, broker fees, and other

non-refundable import costs. Tariff refunds receivable totaled $3,167,376 at December 31, 2025.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 1.

Summary of significant accounting policies- (continued)

Inventory-

Inventory is stated at the lower of cost or net realizable value with cost being determined on a first-in, first-out basis.

Property and equipment-

Property and equipment is recorded at cost. Depreciation is computed by the straight-line method over the estimated useful lives of individual assets. Repairs and maintenance

are charged to expense as incurred. When assets are retired or otherwise disposed of, their cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in current earnings. The estimated

useful lives are as follows:

Machinery and equipment

3-15 years

Office equipment

3-15 years

Transportation equipment

5-7 years

Leasehold improvements

3-20 years

Goodwill-

Goodwill represents the cost in excess of the fair value over net assets related to the acquisition of the business in May 2021. In accordance with ASC 350-20, goodwill is

not amortized for financial statement reporting purposes. Goodwill is amortized and deductible over a period of 15 years for tax purposes.

The Company has evaluated the fair value of goodwill and has determined that no impairment exists.

Leases-

The Company accounts for leases in accordance with FASB ASC 842, Leases, and applies the standard to all contracts that meet the definition of a lease.

Income taxes-

A limited liability company is treated as a partnership for income tax purposes and is not subject to income taxes. In lieu of corporate income taxes, the members are

taxed on their proportionate share of the Company’s taxable income. Accordingly, no provision or liability for income taxes has been included in the financial statements. Management does not believe there are any uncertain tax positions as of

December 31, 2025. The Company could be subject to income tax examinations for its federal and state income tax returns for the current and three prior years.

Advertising-

Advertising costs are expensed as incurred. Advertising expense is included in selling, general, and administrative expenses, and totaled $1,240,145 for the year ended

December 31, 2025. Samples are a form of advertising but are reported separately. Sample costs totaled $220,169 for the year ended December 31, 2025.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 1.

Summary of significant accounting policies- (continued)

Shipping and handling costs-

The cost of freight to ship goods to customers is expensed as incurred. Shipping and handling costs are included in cost of goods sold, and totaled $5,094,773 for the year

ended December 31, 2025.

Fair value of financial instruments-

Unless otherwise noted, the fair values of all reported assets and liabilities which represent financial instruments (none of which are held for trading purposes)

approximate the carrying values of such amounts.

Subsequent events-

Management has evaluated subsequent events through June 24, 2026, the date the financial statements were available to be issued.

Subsequent to year-end, Bed Bath & Beyond, Inc. entered into a letter of intent to acquire the equity interests and substantially all assets of F9 Brands, Inc.,

which includes Southwind Building Products and certain affiliated companies. The transaction is subject to customary closing conditions and had not closed as of the date the financial statements were available to be issued. No adjustments have

been made to the accompanying financial statements as a result of this subsequent event.

Note 2. Accounts receivable-

Accounts receivable at December 31, 2025 consisted of the following:

2025

Trade receivables

5,941,483

Allowances for claims

(178,627

)

5,762,856

Note 3. Inventory-

Inventory at December 31, 2025 consisted of the following:

2025

Finished goods

26,565,558

Work in process

2,812,471

Raw materials

1,303,474

30,681,503

10.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 4. Property and equipment-

Property and equipment at December 31, 2025 consisted of the following:

2025

Machinery and equipment

1,704,455

Office equipment

306,212

Transportation equipment

345,760

2,356,427

Accumulated depreciation

(1,561,273

)

795,154

Depreciation expense for the year ended December 31, 2025 totaled $365,298, and includes depreciation expense on property and equipment and on right-of-use assets

purchased through financing leases.

Note 5. Leasing arrangements-

The Company has six financing leases for transportation equipment. The finance leases have remaining terms through December 2029. The leases meet the definition of

financing leases under the standard.

Right-of-use assets obtained through finance leases at December 31, 2025 consisted of the following:

2025

Right-of-use assets - finance leases

853,684

Accumulated depreciation

(433,810

)

419,874

11.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 5. Leasing arrangements- (continued)

Leasing activity for finance leases reported on the balance sheet at December 31, 2025 consisted of the following:

Finance lease payable in monthly installments of $3,135 including interest at 11.413% through December 2027. Secured by freightliners.

66,993

Finance lease payable in monthly installments of $1,924 including interest at 5.25% through July 2027. Secured by forklifts.

34,996

Finance lease payable in monthly installments of $2,308 including interest at 2.69% through May 2028. Secured by forklifts.

64,718

Finance lease payable in monthly installments of $696 including interest at 2.69% through March 2028. Secured by forklifts.

18,224

Finance lease payable in monthly installments of $4,593 including interest at 2.69% through May 2028. Securedby forklifts.

128,818

Finance lease payable in monthly installments of $2,460 including interest at 5.33% through December 2029. Secured by freightliner.

106,125

419,874

Current maturities

(164,336

)

Long-term portion of finance leases payable

255,538

The Company has one operating lease for a building at December 31, 2025. The Company leases an office/warehouse in Georgia from a related party. The Company is

responsible for maintenance, utilities, and property taxes on the leased space. The operating lease has a remaining term through April 2029. The lease meets the definition of an operating lease under the standard.

In accordance with ASC 842, the Company recognizes a “right-of-use” asset and related lease liability at the commencement date of each lease based on the present value of

the fixed lease payments over the expected lease term. The lease term for this purpose will include any renewal period where the Company determines that it is reasonably certain that it will exercise the option to renew.

The implicit discount rates of the Company’s operating lease agreements are not readily determinable. The Company has elected to use a 0% rate to calculate the present

value of its fixed lease payments for the operating lease in effect at December 31, 2025. The weighted-average maturity of the lease is 3.3 years.

12.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 5. Leasing arrangements- (continued)

Fixed lease payments are recognized on a straight-line basis over the lease term, while variable payments (such as taxes, administrative fees, and variable common area

maintenance charges) are recognized in the period incurred. Leases with a term of twelve months or less are not recorded on the balance sheet. Common charges to a related party for leased facilities totaled $16,200 for the year ended December 31,

2025. Short-term lease costs paid to outside parties totaled $267,956 for the year ended December 31, 2025.

Leasing activity for operating leases reported on the balance sheet at December 31, 2025 consisted of the following:

2025

Right-of-use assets - operating leases

4,050,000

Operating lease liabilities

4,050,000

Current maturities

(1,215,000

)

Long-term portion of operating leases payable

2,835,000

Leasing activity reported on the income statement as of December 31, 2025 consisted of the following:

2025

Amortization of leased assets included in depreciation expense

156,268

Interest on lease liabilities included in interest expense

24,898

Total finance lease costs

181,166

Amortization of leased assets included in rent expense

1,215,000

Interest on lease liabilities included in interest expense

Total operating lease costs

1,215,000

Leasing activity reported on the statement of cash flows as of December 31, 2025 consisted of the following:

2025

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from finance leases

24,898

Operating cash flows from operating leases

1,215,000

Financing cash flows from finance leases

156,268

13.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 5. Leasing arrangements- (continued)

Future minimum lease payments required under finance leases are as follows:

2026

181,391

2027

171,774

2028

66,197

2029

29,520

Amounts representing interest

(29,008

)

Present value of net minimum finance lease payments

419,874

Future minimum lease payments required under operating leases are as follows:

2026

1,215,000

2027

1,215,000

2028

1,215,000

2029

405,000

Amounts representing interest

Present value of net minimum operating lease payments

4,050,000

Note 6. Related party transactions-

The Company’s members and their affiliates, sell goods to the Company in the normal course of business. Additionally, they own and rent real estate to the Company in the

normal course of business, as disclosed in Note 5. Transactions between the companies are as follows:

2025

Rent and property expense

1,284,984

Purchases

463,149

Accounts payable

680,295

Note 7. Retirement plan-

The Company maintains a qualified deferred compensation plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all of the Company’s

employees, and features a safe harbor match of employee contributions. The Company’s expenses under this plan totaled $146,072 for the year ended December 31, 2025.

14.

SOUTHWIND BUILDING PRODUCTS, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 8. Contingencies-

The Company is subject to various claims, legal proceedings, and investigations covering a wide range of matters that may arise in the ordinary course of business.

Management believes the resolutions of claims and pending litigation will not have a material effect, individually or in the aggregate, to the financial position, results of operations, or cash flows after contemplating potential insurance

recoveries or accruals.

Note 9. Concentrations-

The Company purchased finished goods from two vendors that comprised a significant portion of purchases for the year ended December 31, 2025, as follows:

Vendor 1

Vendor 2

Inventory purchased

14,585,967

8,091,252

Percent of cost of goods sold

Accounts payable

3,594,344

2,231,344

Percent of accounts payable at year end

Although there are other suppliers of this material, a change in suppliers might cause a delay in obtaining product, which could ultimately affect operating results.

Note 10. Contingent debt-

The Company is a guarantor on a loan for its owner. The loan is a line of credit in the maximum amount of $60,000,000. The loan began in August 2022,

and has an extended maturity date of October 2026. The note bears an interest rate of BSBY Rate plus 1.80%. Interest is due in monthly installments. The loan is secured substantially all assets of the corporate owner and all its subsidiaries,

including the Company. The Company is not an obligor under the loan agreement.

15.

EX-99.7 — EXHIBIT 99.7

EX-99.7

Filename: ef20079337_ex99-7.htm · Sequence: 11

Exhibit 99.7

SOUTHWIND BUILDING PRODUCTS, LLC

Financial Statements

Six Months Ended June 30, 2026 (Unaudited)

SOUTHWIND BUILDING PRODUCTS, LLC

Independent Auditors’ Review Report

Balance Sheet as of June 30, 2026

Statement of Operations and Member’s Equity for the Six Months Ended June 30, 2026

Statement of Changes in Member’s Equity (Deficit) for the Six Months Ended June 30, 2026

Statement of Cash Flows for the Six Months Ended June 30, 2026

Notes to Unaudited Financial Statements

SOUTHWIND BUILDING PRODUCTS, LLC

Balance Sheet (Unaudited)

June 30, 2026

Assets

Current Assets

Cash

1,576,153

Accounts receivable, net

6,757,912

Inventory

24,849,795

Prepaid expenses and other current assets

505,955

Deposits

10,356

Total Current Assets

33,700,171

Capitalized Assets

Property and Equipment, net

584,254

Right-of-Use Assets – Finance Leases

453,152

Right-of-Use Assets – Operating Leases

3,375,982

Total Capitalized Assets

4,413,388

Other Assets

Goodwill

30,987,577

Total Other Assets

30,987,577

Total Assets

69,101,136

Liabilities

Current Liabilities

Accounts payable

9,083,890

Accrued expenses

4,982,856

Current portion of finance lease liabilities

174,575

Current portion of operating lease liabilities

1,111,518

Total Current Liabilities

15,352,839

Long-Term Liabilities

Long-term portion of finance lease liabilities

165,585

Long-term portion of operating lease liabilities

2,268,706

Total Long-Term Liabilities

2,434,291

Total Liabilities

17,787,130

Member’s Equity

Member’s equity

51,314,006

Total Member’s Equity

51,314,006

Total Liabilities and Member’s Equity

69,101,136

The accompanying notes are an integral part of these unaudited financial statements.

SOUTHWIND BUILDING PRODUCTS, LLC

Statement of Operations and Member’s Equity (Unaudited)

Six Months Ended

June 30, 2026

Net Sales

35,208,798

Cost of Goods Sold

23,797,976

Gross Profit

11,410,822

Selling, general, and administrative expenses

14,154,844

Loss from Operations

(2,744,022

)

Other Income (Expense)

Interest income

13,134

Interest expense

(19,693

)

Total Other Income (Expense)

(6,559

)

Net Loss

(2,750,581

)

Member distributions

(8,061,860

)

Member’s equity – beginning

62,126,447

Member’s equity – ending

51,314,006

The accompanying notes are an integral part of these unaudited financial statements.

SOUTHWIND BUILDING PRODUCTS, LLC

Statement of Changes in Member’s Equity (Deficit) (Unaudited)

Member’s Contributed

Capital

Retained Earnings

Total Member’s Equity

Balance, December 31, 2025

54,881,275

7,245,172

62,126,447

Distributions to Member

(8,061,860

)

(8,061,860

)

Net loss

(2,750,581

)

(2,750,581

)

Balance, June 30, 2026

46,819,415

4,494,591

51,314,006

SOUTHWIND BUILDING PRODUCTS, LLC

Statement of Cash Flows (Unaudited)

Six Months Ended

June 30, 2026

Cash flows from operating activities:

Net loss

(2,750,581

)

Non-cash items included in net income:

Bad debt

38,294

Depreciation

177,622

Amortization of right-of-use assets

674,018

(Increase) decrease in receivables

2,134,026

(Increase) decrease in inventory

5,831,708

(Increase) decrease in prepaid expenses

(113,672

)

Increase (decrease) in accounts payable

(1,644,732

)

Increase (decrease) in accrued expenses

4,286,379

Increase (decrease) in operating lease liabilities

(669,776

)

Net cash provided (used) by operating activities

7,963,286

Cash flows from financing activities:

Principal retirement of finance lease liabilities

(79,714

)

Member distributions

(8,061,860

)

Net cash provided (used) by financing activities

(8,141,574

)

Increase (decrease) in cash

(178,288

)

Cash - beginning

1,754,441

Cash - ending

1,576,153

Supplemental disclosures of cash flow information:

Cash paid during the period for interest

19,693

The accompanying notes are an integral part of these unaudited financial statements.

SOUTHWIND BUILDING PRODUCTS, LLC

Notes to Financial Statements

Summary of Significant Accounting Policies

The accounting and reporting policies of Southwind Building Products, LLC (the Company) conform to generally accepted accounting principles of the United States of America and to the general practice of their

industry. The following is a summary of the more significant policies.

Business activity

The Company is engaged in the production of commercial and residential carpet and sale of hard surface flooring. Sales are throughout the continental United States. The Company grants credit on substantially all

sales. As a limited liability company, each member’s liability is limited to amounts reflected in their respective member accounts.

In July 2026, Bed Bath & Beyond, Inc. entered into an agreement and plan of merger with F9 Brands, Inc. (Parent of the Company), and other affiliated parties to acquire all the outstanding equity interests of F9

Brands, Inc. The transaction is subject to customary closing conditions and had not closed as of the date the financial statements were available to be issued. No adjustments have been made to the accompanying financial statements as a result of

this event. (Note 8)

Revenue Recognition

The Company complies with ASU 2014-09, which has a standard core principle that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the

consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 prescribes a five-step process to accomplish this core principle, including 1) identification of the contract with the customer; 2)

identification of the performance obligation(s) under the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the identified performance obligation(s); and 5) recognition of revenue as (or when) an entity

satisfies the identified performance obligation(s).

The Company recognizes revenue on product sales when products are shipped to customers. Standard payment terms require payment within 30 days; some direct-ship products require payment within 60 days. Additionally,

some customers pay in accordance with their customer-specific payment terms set by the Company. Customers have a right of return for products which are defective or damaged.

The Company recognizes revenue only when all of the following criteria have been met:

• Persuasive evidence of an arrangement exists;

• Delivery has occurred or services have been rendered;

• The fee for the arrangement is fixed or determinable; and

• Collectability is reasonably assured.

Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those

estimates.

SOUTHWIND BUILDING PRODUCTS, LLC

Notes to Financial Statements

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and trade accounts receivable. The Company places its cash and temporary cash investments with high

quality institutions. The Company had approximately $815,000 that was uninsured as of June 30, 2026.

Cash

Cash includes cash on hand and in the bank. The Company also considers all highly liquid investments with a maturity of three months or less when purchased to be cash.

Accounts Receivable, Net

Accounts receivable consists primarily of trade accounts. The Company extends credit to customers based on an individual review of their creditworthiness. As a general rule, letters of personal guarantee are

required, and customers may be asked to pay a cash deposit before delivery. The Company extends credit with multiple due dates over a 90-day period. The Company maintains a reserve for product claims based upon consideration of individual accounts,

historic trends, and other information.

Inventory

Inventory is stated at the lower of cost or net realizable value with cost being determined on a first-in, first-out basis.

Property and Equipment, Net

Property and equipment is recorded at cost. Depreciation is computed by the straight-line method over the estimated useful lives of individual assets. Repairs and maintenance are charged to expense as incurred. When

assets are retired or otherwise disposed of, their cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in current earnings. The estimated useful lives are as follows:

Asset Type

Useful Life (Years)

Machinery and equipment

3-15 years

Office equipment

3-15 years

Transportation equipment

5-7 years

Leasehold improvements

3-20 years

SOUTHWIND BUILDING PRODUCTS, LLC

Notes to Financial Statements

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired of the business acquired. In accordance with Financial Accounting Standards Board (FASB) Accounting Standards

Codification (ASC) 350-20, goodwill is not amortized for financial statement reporting purposes. Goodwill is amortized and deductible over a period of 15 years for tax purposes. The Company has evaluated the fair value of goodwill and has

determined that no impairment exists.

Leases

The Company accounts for leases in accordance with FASB ASC 842, Leases, and applies the standard to all contracts that meet the definition of a lease.

Income Taxes

A limited liability company is treated as a partnership for income tax purposes and is not subject to income taxes. In lieu of corporate income taxes, the member is taxed on their proportionate share of the Company’s

taxable income. Accordingly, no provision or liability for income taxes has been included in the financial statements. Management does not believe there are any uncertain tax positions as of June 30, 2026. The Company could be subject to income tax

examinations for its federal and state income tax returns for the current and three prior years.

Advertising

Advertising costs are expensed as incurred. Advertising expense is included in selling, general, and administrative expenses, and totaled $881,041 for the six months ended June 30, 2026. Samples are a form of

advertising but are reported separately. Sample costs totaled $76,621 for the six months ended June 30, 2026.

Shipping and Handling Costs

The cost of freight to ship goods to customers is expensed as incurred. Shipping and handling costs are included in cost of goods sold and totaled $4,132,957 for the six months ended June 30, 2026.

Fair Value of Financial Instruments

Unless otherwise noted, the fair values of all reported assets and liabilities which represent financial instruments (none of which are held for trading purposes) approximate the carrying values of such amounts.

Subsequent Events

Management has evaluated subsequent events and transactions that have occurred between June 30, 2026 and [August 4], 2026, the date the financial statements were available to be issued, for possible recognition or

disclosure in the financial statements.

SOUTHWIND BUILDING PRODUCTS, LLC

Notes to Financial Statements

Merger Agreement with Bed Bath & Beyond

In July 2026, Bed Bath & Beyond, Inc. entered into an agreement and plan of merger with F9 Brands, Inc. (Parent of the Company) and other affiliated parties to acquire all the outstanding equity interests of F9

this event.

Accounts Receivable, Net

Accounts receivable, net at June 30, 2026 consisted of the following:

Accounts receivable

6,928,693

Less: allowance for claims

(170,781

)

Accounts Receivable, net

6,757,912

Inventory, Net

Inventory at June 30, 2026 consisted of the following:

Finished goods

21,624,511

Work in process

1,594,094

Raw materials

1,631,190

Total Inventory, net

24,849,795

Property and Equipment, Net

Property and equipment, net at June 30, 2026 consisted of the following:

Machinery and equipment

1,784,547

Office equipment

86,708

Transportation equipment

480,171

Total

2,351,426

Less: accumulated depreciation

(1,767,172

)

Property and Equipment, Net

584,254

Depreciation expense for the six months ended June 30, 2026 totaled $177,622 and includes depreciation expense on property and equipment and on right-of-use assets purchased through financing leases.

SOUTHWIND BUILDING PRODUCTS, LLC

Notes to Financial Statements

Leasing Arrangements

The Company has six finance leases for transportation equipment. The finance leases have remaining terms through December 2029. The leases meet the definition of finance leases under the standard.

The Company has one operating lease for a building at June 30, 2026. The Company leases an office/warehouse in Georgia from a related party. The Company is responsible for maintenance, utilities, and property taxes

on the leased space. The operating lease has a remaining term through April 2029. The lease meets the definition of an operating lease under the standard.

In accordance with ASC 842, the Company recognizes a “right-of-use” asset and related lease liability at the commencement date of each lease based on the present value of the fixed lease payments over the expected

lease term. The lease term for this purpose will include any renewal period where the Company determines that it is reasonably certain that it will exercise the option to renew.

The implicit discount rate of the Company’s leases are not readily determinable. As such, the Company utilizes the incremental borrowing rate to calculate their lease liability.

Operating lease costs are recognized on a straight-line basis over the lease term, while variable payments (such as taxes, administrative fees, and variable common area maintenance charges) are recognized in the

period incurred. Lease cost is included in selling, general, and administrative expenses. Leases with a term of twelve months or less are not recorded on the balance sheet.

Finance lease costs are recorded as interest expense and amortization expense. Amortization expense is included in selling, general, and administrative expenses.

Related Party Transactions

The Company’s member sell goods to the Company in the normal course of business. Additionally, they own and rent real estate to the Company in the normal course of business, as disclosed in Note 5. Transactions

between the companies are as follows for the six months ended June 30, 2026:

Rent and property expense

792,497

Purchases

2,024,670

Accounts payable

197,389

Retirement Plan

The Company maintains a qualified deferred compensation plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all of the Company’s employees, and features a safe harbor match of

employee contributions. The Company’s expenses under this plan totaled $79,934 for the six months ended June 30, 2026.

Contingencies

The Company is subject to various claims, legal proceedings, and investigations covering a wide range of matters that may arise in the ordinary course of business. Management believes the resolutions of claims and

pending litigation will not have a material effect, individually or in the aggregate, on the financial position, results of operations, or cash flows after contemplating potential insurance recoveries or accruals.

SOUTHWIND BUILDING PRODUCTS, LLC

Notes to Financial Statements

Concentrations

The Company purchased finished goods from two vendors that comprised a significant portion of purchases for the six months ended June 30, 2026, as follows:

Vendor 1

Vendor 2

Inventory purchased

5,651,224

3,393,141

Percent of cost of goods sold

Accounts payable

4,072,713

965,016

Percent of accounts payable at period end

10.

Contingent Debt

The Company is a guarantor on a loan for its owner. The loan is a line of credit with a maximum borrowing capacity of $60,000,000. The loan originated in August 2022 and has an extended maturity date of October 2026.

The note bears interest at the Bloomberg Short-Term Bank Yield Rate plus 1.80%, payable in monthly installments. The loan is secured by substantially all assets of the corporate owner and its subsidiaries, including the Company. The Company is not

an obligor under the loan agreement.

EX-99.8 — EXHIBIT 99.8

EX-99.8

Filename: ef20079337_ex99-8.htm · Sequence: 12

Exhibit 99.8

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Introduction

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and gives effect

to the following acquisitions (collectively, the “Business Combinations”), using the assumptions and adjustments described in the accompanying notes.

The Brand House Collective, Inc.

On April 2, 2026, Bed Bath & Beyond, Inc., a Delaware corporation (‘‘BBBY’’), completed the acquisition of The Brand House

Collective, Inc., a Tennessee corporation (‘‘TBHC’’), pursuant to the Agreement and Plan of Merger, dated as of November 24, 2025 (the “TBHC Merger Agreement”), by and among BBBY, Knight Merger Sub II, Inc., a Delaware corporation and wholly owned

subsidiary of BBBY (“Knight Merger Sub”), and TBHC. Pursuant to the TBHC Merger Agreement, upon the terms and subject to the conditions set forth therein, Knight Merger Sub merged with and into TBHC, with TBHC surviving as a wholly owned subsidiary

of BBBY (the “TBHC Merger”).

At the effective time of the TBHC Merger (the “TBHC Merger

Effective Time”), each share of TBHC common stock, no par value per share (“TBHC Common Stock”), issued and outstanding immediately prior to the TBHC Merger Effective Time (other than treasury shares and shares held by BBBY or Knight Merger Sub,

which were cancelled) was converted into the right to receive 0.1993 shares (the “Exchange Ratio”) of BBBY common stock, par value $0.0001 per share (“BBBY Common Stock”), and, if applicable, cash in lieu of fractional shares.

At the TBHC Merger Effective Time, (i) each outstanding award

of TBHC restricted share units (“TBHC RSU”) automatically and fully vested and was converted into the right to receive a number of shares of BBBY Common Stock equal to (A) the number of shares of TBHC Common Stock subject to the TBHC RSU multiplied

by (B) the Exchange Ratio, plus, if applicable, cash in lieu of fractional shares, and (ii) each outstanding option to purchase TBHC Common Stock (“TBHC Option”) was cancelled and converted into the right to receive a number of shares of BBBY

Common Stock equal to (A) the Net Option Share Amount (as defined in the TBHC Merger Agreement) applicable to the TBHC Option multiplied by (B) the Exchange Ratio, plus, if applicable, cash in lieu of fractional shares. As a result of the

foregoing, all TBHC Options were cancelled for no consideration because their exercise prices exceeded $0.94, the closing price of TBHC Common Stock on April 1, 2026, the trading day immediately prior to the closing of the TBHC Merger.

The Container Store Holdings, LLC

On July 8, 2026, BBBY completed the acquisition of The Container Store Holdings, LLC, a Delaware limited liability company (“TCS

Holdings”), pursuant to the Agreement and Plan of Merger, dated as of April 2, 2026 (the “TCS Merger Agreement”), by and among BBBY, TCS Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of BBBY, and TCS Holdings.

Pursuant to the TCS Merger Agreement, upon the terms and subject to the conditions, TCS Merger Sub merged with and into TCS Holdings, with TCS Holdings surviving as a wholly owned subsidiary of BBBY (the “TCS Merger”). The Container Store Group,

Inc. (“TCS”) is a direct wholly owned subsidiary of TCS Holdings.

At the effective time of the TCS Merger, BBBY issued 13,714,287 shares of BBBY Common Stock and $112.6 million aggregate principal

amount of its 5.00% Convertible Senior Notes due 2033 (“Convertible Notes”) to holders of outstanding TCS indebtedness as merger consideration. The BBBY Common Stock issued had an acquisition-date fair value of $67.7 million, based on BBBY's closing

share price of $5.37 on July 8, 2026, adjusted for a discount for lack of marketability of $0.43 per share due to the unregistered status of the shares issued. The Convertible Notes had an aggregate principal amount of $112.6 million and an

acquisition-date fair value of $108.4 million. The repayment of the TCS indebtedness is included in consideration transferred because the debt agreements required repayment upon the occurrence of a change in control effected by the TCS Merger, and

the TCS Merger Agreement required settlement of the indebtedness as a condition to closing. Accordingly, in accordance with ASC 805, the settlement of the TCS indebtedness is accounted for as consideration transferred in the TCS Merger. All

outstanding TCS Holdings equity securities were cancelled and extinguished for no purchase consideration. Immediately after the closing of the TCS Merger, BBBY repurchased 286,663 shares of BBBY Common Stock (which are held as treasury shares) and

cancelled $1.3 million aggregate principal amount of Convertible Notes in connection with the repayment of certain TCS loans.

On July 8, 2026, BBBY entered into an indenture (the “Indenture”) with the subsidiary guarantors party thereto and Computershare Trust

Company, National Association, as trustee, with respect to $112.6 million aggregate principal amount of BBBY's Convertible Notes. The Convertible Notes are senior unsecured obligations of BBBY, guaranteed by certain of its subsidiaries, bear interest

at a rate of 5.00% per annum, payable semiannually in arrears on April 1 and October 1 of each year, beginning April 1, 2027, and mature on July 8, 2033, unless earlier converted or repurchased. BBBY has performed a preliminary accounting assessment

and concluded that the embedded conversion feature within the Convertible Notes meets the definition of an embedded derivative that requires bifurcation and separate accounting as a derivative liability measured at fair value, with subsequent changes

in fair value recognized in earnings (mark-to-market) at each reporting date pursuant to ASC 815. This conclusion is driven by certain settlement provisions that exist until BBBY obtains the requisite approval of BBBY stockholders under the listing

rules of the New York Stock Exchange (or successor exchange) in connection with the issuance of BBBY Common Stock in the TCS Merger and upon conversion of the Convertible Notes. Upon receipt of such stockholder approval, the embedded conversion

feature is expected to no longer require bifurcation.

In accordance with Regulation S-X Article 11, the unaudited pro forma condensed combined balance sheet reflects the Convertible Notes

at their consideration transferred fair value as a component of long-term debt. Given the time constraints of this filing, a definitive valuation model to reliably determine the fair value of the embedded derivative liability and allocate the

residual value to the debt host instrument at the acquisition date has not been completed. The final determination of the accounting for the embedded derivative will be completed in the third quarter of 2026 and may result in a change to the discount

on the host debt and the recognition of a separate derivative liability.

Furthermore, the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and the year

ended December 31, 2025 do not include any hypothetical fair value adjustments or mark-to-market gains or losses associated with the embedded derivative for historical periods. Calculating or ascribing historical fair value changes for periods prior

to issuance would be speculative and is not factually supportable under Article 11. Beginning from the actual issuance date until the earlier of settlement or the receipt of BBBY stockholder approval, future reported operating results will reflect

mark-to-market fair value adjustments for the embedded derivative, which could introduce material volatility into BBBY's future statements of operations during that period.

Effective January 28, 2025, TCS Holdings became the direct holding company of TCS in connection with TCS’ emergence from bankruptcy

pursuant to its Plan of Reorganization. TCS Holdings has no material assets other than its ownership of 100% of the outstanding capital stock of TCS and conducts no independent operations and has no revenues or employees of its own. The historical

unaudited consolidated financial statements of TCS as of and for the 13 weeks ended June 27, 2026 are included in Amendment No. 1 to BBBY's Current Report on Form 8-K. The audited consolidated financial statements of TCS as of and for the fiscal year

ended March 28, 2026 are included as Exhibit 99.1 to BBBY’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission (the “SEC”) on July 27, 2026. As the financial statements of TCS Holdings are not included in such current

report, their exclusion had no effect on the pro forma net loss per share for the six months ended June 30, 2026 and the year ended December 31, 2025.

Additional Information Related to the Unaudited Pro Forma Condensed Combined Financial Information

The following table presents the fiscal year-end dates of BBBY, TBHC and TCS:

Entity

Fiscal Year End

BBBY

December 31 of each year

TBHC

Saturday closest to January 31 of each year

TCS

Saturday closest to March 31 of each year

Because the fiscal year-ends of TBHC and TCS differ from BBBY's fiscal year-end by less than one fiscal quarter, the historical

financial statements of TBHC and TCS have been combined without any conforming adjustments to BBBY’s fiscal periods, as permitted by Rule 11-02(c)(3) of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives effect to the TCS Merger as if it had occurred on

June 30, 2026 and has been prepared by combining:

•

the unaudited consolidated balance sheet of BBBY as of June 30, 2026*; and

•

the unaudited consolidated balance sheet of TCS as of June 27, 2026**.

* The unaudited consolidated balance sheet of BBBY as of June 30, 2026 includes the historical financial position of TBHC,

which was acquired on April 2, 2026 and has been consolidated in BBBY's financial statements since the acquisition date. Accordingly, the unaudited pro forma condensed combined balance sheet as of June 30, 2026 does not separately present the

historical balance sheet of TBHC.

** Management utilized the unaudited consolidated balance sheet of TCS as of June 27, 2026 in preparing the unaudited pro forma

condensed combined balance sheet, as it represents the closest balance sheet date to the July 8, 2026 acquisition date. For pro forma purposes, certain transaction accounting adjustments were applied to reflect transactions occurring between the June

27, 2026 and July 8, 2026 acquisition date. See Note 1, “Basis of Pro Forma Presentation,” for additional information regarding these adjustments.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 gives effect to the Business

Combinations as if they had occurred on January 1, 2025 and has been prepared by combining:

•

the unaudited consolidated statement of operations of BBBY for the six months ended June 30, 2026***;

•

the unaudited consolidated statement of operations of TBHC for the 13 weeks ended April 4, 2026***; and

•

the unaudited consolidated statement of operations of TCS for the 26 weeks ended June 27, 2026****.

*** Management utilized TBHC's historical consolidated statement of operations for the 13 weeks ended April 4, 2026 in preparing the

unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026. The historical condensed consolidated statement of operations of BBBY for the six months ended June 30, 2026 includes the historical results of

operations of TBHC from the acquisition date of April 2, 2026 through June 30, 2026. Accordingly, the unaudited pro forma condensed combined statement of operations was prepared by combining BBBY's historical results for the six months ended June 30,

2026 with TBHC's historical results of operations for the 13 weeks ended April 4, 2026 to reflect the TBHC Merger as if it had occurred on January 1, 2025, consistent with Article 11 of Regulation S-X. As a result, the results of operations for the

4-week period ended January 31, 2026 are included in both the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 and the year ended December 31, 2025. For the 4-week period ended January 31, 2026,

TBHC reported revenue of $21.2 million and a net loss from continuing operations of $11.5 million. Management concluded that the results of operations for the period from the April 2, 2026 acquisition date through April 4, 2026 are not material to

BBBY's historical condensed consolidated statement of operations.

**** Management utilized TCS’ historical consolidated statement of operations for the 26 weeks ended June 27, 2026, in

preparing the unaudited pro forma condensed combined statement of operations. The historical consolidated statement of operations for the 26-week period ended June 27, 2026 was derived by combining the results of operations for the 13-week period

ended March 28, 2026 and the 13-week period ended June 27, 2026. As a result, the 13-week period ended March 28, 2026 is included in both TCS’ historical consolidated statement of operations for the 26 weeks ended June 27, 2026 and its historical

consolidated statement of operations for the fiscal year ended March 28, 2026. Accordingly, the results of operations for this 26-week period are reflected in both the unaudited pro forma condensed combined statement of operations for the six

months ended June 30, 2026 and the year ended December 31, 2025. For the 13 weeks ended March 28, 2026, TCS reported net sales of $160.2 million and a net loss of $81.2 million. For the 13 weeks ended June 27, 2026, TCS reported net sales of $177.5

million and a net loss of $23.5 million.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives effect to the Business

Combinations as if they had occurred on January 1, 2025, the beginning of the earliest period presented, and has been prepared by combining:

•

the audited consolidated statement of operations of BBBY for the year ended December 31, 2025,

•

the audited consolidated statement of operations of TBHC for the 52 weeks ended January 31, 2026, and

•

the audited consolidated statement of operations of TCS for the fiscal year ended March 28, 2026.

The unaudited pro forma condensed combined financial information and corresponding notes to the unaudited pro

forma condensed combined financial information were derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes:

•

The historical unaudited consolidated financial statements of BBBY as of and for the six months ended June 30, 2026, as included in BBBY’s Quarterly Report on Form

10-Q filed with the SEC on August 4, 2026;

•

The historical audited consolidated financial statements of BBBY as of and for the fiscal year ended December 31, 2025, as included in BBBY’s Annual Report on Form

10-K filed with the SEC on February 24, 2026;

•

The historical audited consolidated financial statements of TBHC for the fiscal year ended January 31, 2026, as included in Amendment No. 1 to BBBY's Form 8-K (Form

8-K/A), filed with the SEC on May 8, 2026;

•

The historical unaudited consolidated financial statements of TCS as of and for the 13 weeks ended June

27, 2026 and June 28, 2025, as included as Exhibit 99.1 to BBBY’s Current Report on Form 8-K, filed with the SEC on August 4, 2026; and

•

The historical audited consolidated financial statements of TCS as of and for the fiscal year ended March 28, 2026, as included in Amendment No. 1 to BBBY’s Current

Report on Form 8-K (Form 8-K/A), filed with the SEC on July 27, 2026.

Unaudited Pro Forma Condensed Combined Balance Sheet

(in thousands)

As of June

30, 2026

As of June 27, 2026

As of June 30,

2026

Bed Bath &

Beyond, Inc.

(Historical)

The Container Store

Group, Inc.

(Historical, adjusted

for reclassifications)

Transaction

Accounting

Adjustments

(Note 6)

Unaudited Pro

Forma

Condensed

Combined

Balance Sheet

Assets

Current assets:

Cash and cash equivalents

99,485

29,255

6,465

6(l)

127,705

(7,500

)

6(a)

Restricted cash

26,891

Accounts receivable, net of allowance for credit losses

29,797

18,594

48,391

Inventories

52,157

144,610

263

6(g)

197,030

Prepaid expenses and other current assets

29,037

15,912

7,500

6(a)

44,949

(7,500

)

6(e)

Total current assets

237,367

208,371

(772

)

444,966

Property and equipment, net

42,876

81,025

61,287

6(i)

185,188

Intangible assets, net

46,419

19,611

2,187

6(j)

68,217

Goodwill

101,946

2,451

171,525

6(d)

129,321

(68,586

)

6(e)

6,544

6(f)

(263

)

6(g)

(38,657

)

6(h)

(61,287

)

6(i)

(2,187

)

6(j)

(155

)

6(k)

17,990

6(m)

Equity securities, including securities measured at fair value

55,928

Operating lease right-of-use assets

115,796

255,325

43,669

6(h)

414,945

155

6(k)

Other long-term assets, net including securities measured at fair value

33,819

5,623

(762

)

6(f)

30,050

499

6(l)

(9,129

)

6(l)

Total assets

634,151

572,406

122,058

1,328,615

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:

Accounts payable

140,533

44,466

184,999

Accrued liabilities

68,251

71,205

706

6(c)

140,162

Unearned revenue

46,818

Operating lease liabilities, current

33,565

59,431

1,013

6(h)

94,009

Short-term debt, net

23,000

282

(7,500

)

6(e)

15,782

Total current liabilities

312,167

175,384

(5,781

)

481,770

Long-term debt, net

13,455

82,551

(4,462

)

6(e)

198,873

111

6(f)

108,470

6(e)

(1,252

)

6(l)

Long-term debt, related party

221,748

12,924

6(b)

(240,343

)

6(e)

5,671

6(f)

Operating lease liabilities, non-current

83,068

234,551

3,999

6(h)

321,618

Other long-term liabilities, including commitments measured at fair value

10,373

16,067

17,990

6(m)

44,430

Total liabilities

419,063

730,301

(102,673

)

1,046,691

Stockholders’ equity (deficit):

Preferred stock

Common stock

6(d)

6(e)

Additional paid‑in capital

1,294,141

11,311

(11,311

)

6(d)

1,361,889

67,748

6(e)

Accumulated deficit

(898,606

)

(179,869

)

(706

)

6(c)

(898,103

)

193,499

6(d)

(12,924

)

6(b)

499

6(l)

Accumulated other comprehensive loss

(2,574

)

10,663

(10,663

)

6(d)

(2,574

)

Treasury stock at cost

(178,206

)

(1,416

)

6(l)

(179,622

)

Total stockholders’ equity (deficit) attributable to stockholders of Bed Bath & Beyond,

Inc.

214,764

(157,895

)

224,731

281,600

Equity attributable to noncontrolling interests

324

Total stockholders’ equity (deficit)

215,088

(157,895

)

224,731

281,924

Total liabilities and stockholders’ equity (deficit)

634,151

572,406

122,058

1,328,615

See accompanying notes to the unaudited pro forma condensed combined financial statements

Unaudited Pro Forma Condensed Combined Statements of Operations

(in thousands)

Six Months Ended June 30, 2026

Bed Bath & Beyond, Inc.

(Historical)

13 Weeks Ended April 4, 2026

The Brand House Collective, Inc.

(Historical, adjusted for

reclassifications)

Transaction

Accounting

Adjustments

(Note 4)

26 Weeks Ended June 27, 2026

The Container Store Group, Inc.

(Historical, adjusted for

reclassifications)

Transaction

Accounting

Adjustments

(Note 7)

Six Months Ended June

30, 2026

Unaudited Pro Forma

Condensed Combined

Statements of Operations

Net revenue

608,914

64,996

337,694

1,011,604

Cost of goods sold

453,035

45,739

166,844

665,618

Gross profit

155,879

19,257

170,850

345,986

Operating expenses:

Sales and marketing

75,418

14,785

1,082

4(e)

18,859

110,144

Technology

45,548

2,262

172

4(e)

15,732

4,486

7(d)

66,617

(1,583

)

7(d)

General and administrative

72,390

30,240

(2,460

)

4(k)

185,929

(5,965

)

7(c)

288,618

213

4(e)

(4,236

)

7(d)

500

4(d)

12,007

7(d)

Customer service and merchant fees

20,597

Other operating expense (income), net

Long-lived asset impairment

5,147

9,559

14,706

Indefinite-lived asset impairment charges

3,009

Gain on lease termination

(3,542

)

(3,542

)

Other operating income , net

3,016

10,018

13,034

Gain on disposal of assets

(64

)

(64

)

Total operating expenses

216,969

52,434

(493

)

239,500

4,709

513,119

Operating loss

(61,090

)

(33,177

)

493

(68,650

)

(4,709

)

(167,133

)

Interest income (expense), net

2,479

(1,350

)

375

4(b)

(13,906

)

880

7(a)

(4,184

)

821

4(i)

9,895

7(e)

(578

)

4(i)

(2,800

)

7(f)

Other income (expense), net

449

1,520

4(j)

2,009

Loss before income taxes

(58,162

)

(34,487

)

2,631

(82,556

)

3,266

(169,308

)

Provision for income taxes

(2,267

)

525

4(l)

22,155

7(i)

20,413

Net loss

(55,895

)

(35,012

)

2,631

(104,711

)

3,266

(189,721

)

Net loss per share of common stock:

Basic

(0.78

)

(2.22

)

Diluted

(0.78

)

(2.22

)

Weighted average shares of common stock outstanding:

Basic

71,693

85,550

Diluted

71,693

85,550

See accompanying notes to the unaudited pro forma condensed combined financial statements

Unaudited Pro Forma Condensed Combined Statements of Operations

(in thousands)

The Year ended December 31,

2025

Bed Bath & Beyond, Inc.

(Historical)

The 52 Weeks Ended January 31,

2026

The Brand House Collective, Inc.

(Historical, adjusted for

reclassifications)

Transaction

Accounting

Adjustments

(Note 4)

The Fiscal Year Ended March

28, 2026

The Container Store Group, Inc.

(Historical, adjusted for

reclassifications)

Transaction

Accounting

Adjustments

(Note 7)

The year ended December 31,

2025

Unaudited Pro Forma Condensed

Combined Statements of

Operations

Net revenue

1,044,616

395,782

(2,417

)

4(a)

670,096

2,108,077

Cost of goods sold

787,094

250,217

(1,651

)

4(a)

330,061

263

7(b)

1,365,984

Gross profit

257,522

145,565

(766

)

340,035

(263

)

742,093

Operating expenses:

Sales and marketing

143,356

62,519

3,848

4(e)

35,546

245,269

Technology

90,276

9,620

1,214

4(e)

36,135

14,319

7(d)

139,354

(12,210

)

7(d)

General and administrative

53,569

121,127

(645

)

4(k)

361,238

(6,457

)

7(c)

536,743

2,165

4(c)

18,667

7(d)

295

4(e)

(15,919

)

7(d)

2,001

4(d)

706

7(g)

)

7(h)

Customer service and merchant fees

37,324

Other operating expense (income), net

(5,790

)

(5,790

)

Indefinite-lived asset impairment charges

3,009

Gain on lease termination, net

(2,423

)

(2,423

)

Other expenses

16,978

(Gain) loss on disposal of assets

(64

)

(64

)

Gain on sale of internally developed intangible assets

(10,000

)

10,000

4(h)

Asset impairment

2,013

8,815

10,828

Total operating expenses

318,735

185,279

18,878

459,234

(898

)

981,228

Operating loss

(61,213

)

(39,714

)

(19,644

)

(119,199

)

635

(239,135

)

Interest income (expense), net

5,052

(6,024

)

1,873

4(b)

(21,316

)

1,084

7(a)

(9,017

)

2,879

4(i)

13,968

7(e)

(933

)

4(i)

(5,600

)

7(f)

Other (expense) income, net

(27,635

)

230

5,193

4(j)

(21,499

)

622

4(g)

4(f)

Loss before income taxes

(83,796

)

(45,508

)

(9,919

)

(140,515

)

10,087

(269,651

)

Provision for income taxes

825

358

4(l)

(639

)

7(i)

544

Net loss

(84,621

)

(45,866

)

(9,919

)

(139,876

)

10,087

(270,195

)

Net loss per share of common stock:

Basic

(1.41

)

(3.51

)

Diluted

(1.41

)

(3.51

)

Weighted average shares of common stock outstanding:

Basic

60,130

76,940

Diluted

60,130

76,940

See accompanying notes to the unaudited pro forma condensed combined financial statements

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as

amended, and is presented for illustrative purposes only. The adjustments included in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding

of the effects of the Business Combinations on BBBY. The historical financial information of BBBY, TBHC and TCS has been prepared in accordance with U.S. GAAP.

The Business Combinations will be accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations (ASC 805), with BBBY treated as the accounting acquirer. Under the acquisition method, the consideration transferred for each Business Combination will be

allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the applicable acquisition date. Any excess of the consideration transferred over the estimated fair value of the identifiable net assets

acquired will be recognized as goodwill.

The purchase accounting reflected in the unaudited pro forma condensed combined financial information is preliminary and has been prepared based on estimates

and assumptions made by BBBY's management. The final determination of the fair values of the assets acquired and liabilities assumed, the allocation of purchase consideration, and the evaluation of accounting policies for conformity may differ

materially from the amounts presented herein. Accordingly, preliminary purchase price allocations and related pro forma adjustments are subject to change.

In determining the preliminary estimates of the fair values of the assets acquired and liabilities assumed, BBBY utilized publicly

available information, market data and other assumptions that BBBY believes are reasonable under the circumstances. There can be no assurance that the final valuations will not differ materially from the preliminary estimates reflected herein.

Changes in the estimated fair values of assets acquired and liabilities assumed may result in changes to the allocation of purchase consideration, including the amount assigned to goodwill, and may affect future depreciation and amortization expense.

The unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities, cost

savings, operating synergies, revenue enhancements, restructuring activities, or other benefits or costs that may result from the Business Combinations, except to the extent required by Article 11 of Regulation S-X. The pro forma adjustments

represent BBBY's best estimates based on information currently available and assumptions that BBBY believes are reasonable under the circumstances.

The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily

indicative of the results of operations or financial position that would have been achieved had the Business Combinations occurred on the dates assumed. Further, the unaudited pro forma condensed combined financial information is not necessarily

indicative of BBBY's future results of operations or financial position following the Business Combinations.

The unaudited pro forma condensed combined financial information gives effect to Business Combinations and includes the following:

•

Reclassifications to conform the historical financial statement presentation of TBHC and TCS to BBBY's financial statement presentation (the “Reclassification

Adjustments”); and

•

Transaction accounting adjustments to reflect the preliminary allocation of purchase consideration to the identifiable assets acquired and liabilities assumed and

estimated transaction costs directly attributable to the Business Combinations in accordance with ASC 805 (the “Transaction Accounting Adjustments”);

Management utilized the unaudited consolidated balance sheet of TCS as of June 27, 2026 in preparing the unaudited pro forma condensed

combined balance sheet, as it represents the closest balance sheet date to the July 8, 2026 acquisition date. For pro forma purposes, certain transaction accounting adjustments were applied to reflect transactions occurring between June 27, 2026 and

July 8, 2026:

To reflect the issuance of the $7.5 million short-term promissory note by BBBY to TCS. The promissory note was issued after June 27, 2026, but prior to the

consummation of the TCS Merger, and represented a preexisting relationship between BBBY and TCS as of acquisition date. Upon consummation of the TCS Merger, the promissory note was settled as the preexisting relationship, which resulted in a

reduction of the purchase consideration transferred in accordance with ASC 805. See Note 6(a).

To reflect $12.9 million of additional interest and fees related to TCS’ debt incurred after June 27, 2026, but prior to the consummation of the TCS Merger, which

were settled upon the consummation of the TCS Merger as part of the debt settlement. See Note 6(b).

Effective January 28, 2025, TCS Holdings became the direct holding company of TCS in connection with TCS’ emergence from bankruptcy

unaudited consolidated financial statements of TCS as of and for the 13 weeks ended June 27, 2026, as included in Amendment No. 1 to BBBY's Current Report on Form 8-K. The audited consolidated financial statements of TCS as of and for the fiscal year

ended March 28, 2026 are included as Exhibit 99.1 to BBBY’s Current Report on Form 8-K filed with the SEC on July 27, 2026. As the financial statements of TCS Holdings are not included in this current report, their exclusion had no effect on the pro

forma net loss per share for the six months ended June 30, 2026 and the year ended December 31, 2025.

2. Reclassification Adjustments

During the preparation of this unaudited pro forma condensed combined financial information, BBBY management performed a preliminary

review of the financial information of the acquired companies to identify differences in accounting policies and financial statement presentation as compared to those of BBBY. At the time of preparing the unaudited pro forma condensed combined

financial information, other than the reclassification adjustments described herein, BBBY is not aware of any other material differences. However, BBBY will continue to perform its detailed review of the accounting policies of the acquired companies.

Upon completion of that review, differences may be identified between the accounting policies of BBBY and those of the acquired companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial

information.

The following tables present TBHC's historical consolidated statement of operations for the 13 weeks ended April 4, 2026 and

historical consolidated statement of operations for the year ended January 31, 2026, reclassified to conform to BBBY's financial statement presentation. The Reclassification Adjustments do not affect TBHC's historical net loss, total assets, total

liabilities, or total stockholders' equity.

Unaudited Reclassified Condensed Combined Statements of Operations

For the 13 Weeks Ended April 4, 2026

(in thousands)

Bed Bath & Beyond, Inc.

The Brand House Collective, Inc.

The Brand

House

Collective, Inc.

Reclassification

Adjustments

Notes

The Brand

House

Collective, Inc.

(Historical,

adjusted for

reclassifications)

Net revenue

Net sales

64,996

Cost of goods sold

Cost of sales

60,047

(14,308

)

(a)

45,739

Gross profit

4,949

14,308

19,257

Operating expenses:

Sales and marketing

14,308

(a)

14,785

442

(b)

(c)

Technology

777

(b)

2,262

1,258

(c)

227

(d)

General and administrative

19,013

(b)

30,240

10,946

(c)

281

(d)

Customer service and merchant fees

Compensation and benefits

20,232

(20,232

)

(b)

Other operating expenses (income), net

Other operating expenses

12,239

(12,239

)

(c)

Depreciation (exclusive of depreciation included in cost of sales)

508

(508

)

(d)

Asset impairment

5,147

Total operating expenses

38,126

14,308

52,434

Operating loss

(33,177

)

(33,177

)

Interest income, net

(1,350

)

(e)

(1,350

)

Interest expense

(1,350

)

1,350

(e)

Other income (expense), net

Other income

Loss before income taxes

(34,487

)

(34,487

)

Provision for income taxes

Income tax expense (benefit)

525

Net loss

(35,012

)

(35,012

)

(a)

Reclassification of TBHC's store occupancy expenses from TBHC's “Cost of sales” to BBBY's

“Sales and marketing.”

(b)

Reclassification of TBHC's “Compensation and benefits” to BBBY's “Sales and marketing,” “Technology,” and “General and administrative”.

(c)

Reclassification of TBHC 's “Other operating expenses” to BBBY's “Sales and marketing,” “Technology,” and “General and administrative.”

(d)

Reclassification of TBHC 's “Depreciation (exclusive of depreciation included in cost of sales)” to BBBY's “Technology,” and “General and administrative.”

(e)

Reclassification of TBHC 's “Interest expense” to BBBY's “Interest income, net.”

Unaudited Reclassified Condensed Combined Statements of Operations

For the 52 Weeks Ended January 31, 2026

(in thousands)

Bed Bath & Beyond, Inc.

The Brand House Collective, Inc.

The Brand

House

Collective, Inc.

Reclassification

Adjustments

Notes

The Brand

House

Collective, Inc.

(Historical,

adjusted for

reclassifications)

Net revenue

Net sales

395,782

Cost of goods sold

Cost of sales

310,709

(60,492

)

(a)

250,217

Gross profit

85,073

60,492

145,565

Operating expenses:

Sales and marketing

60,492

(a)

62,519

1,549

(b)

478

(c)

Technology

2,926

(b)

9,620

4,828

(c)

1,866

(d)

General and administrative

72,341

(b)

121,127

48,333

(c)

453

(d)

Customer service and merchant fees

Compensation and benefits

76,816

(76,816

)

(b)

Other operating expenses (income), net

Other operating expenses

53,639

(53,639

)

(c)

Depreciation (exclusive of depreciation included in cost of sales)

2,319

(2,319

)

(d)

Gain on sale of internally developed intangible assets

(10,000

)

(10,000

)

Asset impairment

2,013

Total operating expenses

124,787

60,492

185,279

Operating loss

(39,714

)

(39,714

)

Interest income, net

(6,024

)

(e)

(6,024

)

Interest expense

(6,024

)

6,024

(e)

Other income (expense), net

Other income

230

Loss before income taxes

(45,508

)

(45,508

)

Provision for income taxes

Income tax expense (benefit)

358

Net loss

(45,866

)

(45,866

)

(a)

Reclassification of TBHC's store occupancy expenses from TBHC's “Cost of sales” to BBBY's “Sales and marketing.”

(b)

Reclassification of TBHC's “Compensation and benefits” to BBBY's “Sales and marketing,” “Technology,” and “General and administrative”.

(c)

Reclassification of TBHC 's “Other operating expenses” to BBBY's “Sales and marketing,” “Technology,” and “General and administrative.”

(d)

Reclassification of TBHC 's “Depreciation (exclusive of depreciation included in cost of sales)” to BBBY's “Technology,” and “General and administrative.”

(e)

Reclassification of TBHC 's “Interest expense” to BBBY's “Interest income, net.”

The following tables present TCS’ historical balance sheet as of June 27, 2026, and historical consolidated statement of operations for the six months and fiscal year ended June 27, 2026, reclassified to conform to

BBBY's financial statement presentation. The Reclassification Adjustments do not affect TCS’ historical net loss, total assets, total liabilities, or stockholders' equity.

Unaudited Reclassified Condensed Combined Balance Sheet as of June 27, 2026

(in thousands)

Bed Bath & Beyond, Inc.

The Container Store Group, Inc.

The Container

Store Group,

Inc.

Reclassification

Adjustments

Notes

The Container

Store Group,Inc.

(Historical,

adjusted for

reclassifications)

Assets

Current assets:

Cash and cash equivalents

Cash

29,255

Restricted cash

Accounts receivable, net of allowance for credit losses

Accounts receivable, net

18,594

Inventories

Inventory

144,610

Prepaid expenses and other current assets

Prepaid expenses

12,521

3,391

(a)

15,912

Income taxes receivable

752

(752

)

(a)

Other current assets

2,639

(2,639

)

(a)

Total current assets

208,371

Property and equipment, net

81,025

Intangible assets, net

Trade names

19,611

Goodwill

2,451

Equity securities, including securities measured at fair value

Operating lease right-of-use assets

Noncurrent operating lease right-of-use assets

255,325

Deferred financing costs, net

762

(762

)

(b)

Other long-term assets, net including securities measured at fair value

Other assets

4,861

762

(b)

5,623

Total assets

572,406

Liabilities and Stockholder's Equity (Deficit)

Current liabilities:

Accounts payable

44,466

Accrued liabilities

71,018

187

(c)

71,205

Unearned revenue

Operating lease liabilities, current

Current operating lease liabilities

59,431

Short-term debt, net

Current portion of long-term debt

282

Income taxes payable

187

(187

)

(c)

Total current liabilities

175,384

Long-term debt, net

Long-term debt

82,551

Long-term debt, related party

221,748

Operating lease liabilities, non-current

Noncurrent operating lease liabilities

234,551

Noncurrent deferred tax liabilities, net

7,848

(7,848

)

(d)

Other long-term liabilities, including commitments measured at fair value

Other long-term liabilities

8,219

7,848

(d)

16,067

Total liabilities

730,301

Stockholders’ equity (deficit):

Preferred stock

Common stock

Additional paid‑in capital

11,311

Accumulated deficit

Retained deficit

(179,869

)

(179,869

)

Accumulated other comprehensive loss

Accumulated other comprehensive income

10,663

Treasury stock at cost

Total stockholders’ equity (deficit) attributable to stockholders of Bed Bath & Beyond, Inc.

(157,895

)

(157,895

)

Equity attributable to noncontrolling interests

Total stockholders’ equity (deficit)

(157,895

)

(157,895

)

Total liabilities and stockholders’ equity (deficit)

572,406

(a)

Reclassification of TCS’ “Income taxes receivable,” and “Other current assets” to BBBY's “Prepaid expenses and other current assets.”

(b)

Reclassification of TCS’ “Deferred financing costs, net” to BBBY's “Other long-term assets, net including securities measured at fair value.”

(c)

Reclassification of TCS’ “Income taxes payable” to BBBY's “Accrued liabilities.”

(d)

Reclassification of TCS’ “Noncurrent deferred tax liabilities, net” to BBBY's “Other long-term liabilities, including commitments measured at fair value.”

Unaudited Reclassified Condensed Combined Statements of Operations

For the 26 Weeks Ended June 27, 2026

(in thousands)

13 Weeks Ended March 28, 2026

13 Weeks Ended June 27, 2026

26 Weeks Ended June 27, 2026

Bed Bath & Beyond, Inc.

The Container Store Group, Inc.

The Container

Store Group,

Inc.

Reclassification Adjustments

Notes

The Container

Store Group,

Inc.

Reclassification Adjustments

Notes

The Container Store Group,

Inc. (Historical, adjusted for

reclassifications)

Net revenue

Net sales

160,179

177,515

337,694

Cost of goods sold

Cost of sales (excluding depreciation

and amortization)

85,713

81,131

166,844

Gross profit

74,466

96,384

170,850

Operating expenses

Sales and marketing

10,073

(e)

8,786

(e)

18,859

Technology

6,084

(e)

6,577

(e)

15,732

1,488

(g)

1,583

(g)

General and administrative

88,292

(e)

88,218

(e)

185,929

106

(f)

4,979

(g)

4,236

(g)

Customer service and merchant fees

Other operating expenses (income), net

Selling, general, and administrative expenses (excluding depreciation and amortization)

104,449

(104,449

)

(e)

103,581

(103,581

)

(e)

Pre-opening costs

106

(106

)

(f)

(98

)

(f)

Depreciation and amortization

6,467

(6,467

)

(g)

5,819

(5,819

)

(g)

Long-lived asset impairment

8,815

744

9,559

Indefinite-lived asset impairment charges

3,009

Gain on lease termination

(1,423

)

(2,119

)

(3,542

)

Other expenses (gain)

5,935

4,083

10,018

(Gain) loss on disposal of assets

(64

)

(64

)

Total operating expenses

127,294

112,206

239,500

Operating loss

Loss from operations

(52,828

)

(15,822

)

(68,650

)

Interest income, net

(6,234

)

(h)

(7,672

)

(h)

(13,906

)

Interest expense, net

(6,234

)

6,234

(h)

(7,672

)

7,672

(h)

Other income (expense), net

Loss before income taxes

Loss before taxes

(59,062

)

(23,494

)

(82,556

)

Provision for income taxes

Provision (benefit) for income taxes

22,169

(14

)

22,155

Net loss

(81,231

)

(23,480

)

(104,711

)

(e)

Reclassification of TCS’ “Selling, general, and administrative expenses” to BBBY's “Sales and marketing”, “Technology” and “General and administrative”

(f)

Reclassification of TCS’ “Pre-opening costs” to BBBY's “General and administrative”

(g)

Reclassification of TCS’ “Depreciation and amortization” to BBBY's “Technology” and “General and administrative”

(h)

Reclassification of TCS’ “Interest expense” to BBBY's “Interest income, net”

Unaudited Reclassified Condensed Combined Statements of Operations

For The Year Ended March 28, 2026

(in thousands)

Bed Bath & Beyond, Inc.

The Container Store Group, Inc.

The Container

Store Group,

Inc.

Reclassification Adjustments

Notes

The Container Store

Group, Inc. (Historical,

adjusted for

reclassifications)

Net revenue

Net sales

670,096

Cost of goods sold

Cost of sales (excluding depreciation and amortization)

330,061

Gross profit

340,035

Operating expenses

Operating expenses:

Sales and marketing

35,546

(e)

35,546

Technology

23,925

(e)

36,135

12,210

(g)

General and administrative

345,040

(e)

361,238

279

(f)

15,919

(g)

Customer service and merchant fees

Other operating expenses (income), net

Selling, general, and administrative expenses

(excluding depreciation and amortization)

404,511

(404,511

)

(e)

Indefinite-lived asset impairment charges

3,009

Pre-opening costs

279

(279

)

(f)

Depreciation and amortization

28,129

(28,129

)

(g)

Long-lived asset impairment charges

8,815

Gain on lease termination, net

(2,423

)

(2,423

)

Other expenses

16,978

(Gain) loss on disposal of assets

(64

)

(64

)

Total operating expenses

459,234

Operating loss

Loss from operations

(119,199

)

(119,199

)

Interest income, net

(21,316

)

(h)

(21,316

)

Interest expense, net

(21,316

)

21,316

(h)

Other income (expense), net

Loss before income taxes

Loss before taxes

(140,515

)

(140,515

)

Provision for income taxes

Provision (benefit) for income taxes

(639

)

(639

)

Net loss

(139,876

)

(139,876

)

(e)

Reclassification of TCS’ “Selling, general, and administrative expenses” to BBBY's “Sales and marketing”, “Technology” and “General and administrative”

(f)

Reclassification of TCS’ “Pre-opening costs” to BBBY's “General and administrative”

(g)

Reclassification of TCS’ “Depreciation and amortization” to BBBY's “Technology” and “General and administrative”

(h)

Reclassification of TCS’ “Interest expense” to BBBY's “Interest income, net”

3. Purchase Price and Purchase Price Allocation — TBHC

Management performed a preliminary estimation of the fair value of the TBHC assets and liabilities as of the acquisition date. As of the date of this current report, BBBY is still in the process of evaluating the

various assumptions of the valuation studies necessary to arrive at the required estimates of the fair value of the TBHC assets acquired and liabilities assumed and the related purchase price allocation. The preliminary fair value estimates are

subject to change based on the final valuations. The estimated preliminary fair values of the TBHC assets and liabilities are based on discussions with TBHC’s management, preliminary valuation studies, the transaction due diligence, and

information presented in TBHC financial statements. The final purchase price and purchase price allocation may be different than the information that is presented herein, and such differences could be material.

Purchase Price

The following table summarizes the purchase price (in thousands, except shares and per share price):

(in thousands, except shares)

TBHC's shares outstanding as of April 2, 2026

22,508,285

Existing shares in TBHC held by BBBY

(8,934,461

)

TBHC's shares outstanding as of April 2, 2026, excluding shares owned by BBBY

13,573,824

Exchange ratio as per TBHC Merger Agreement

0.1993

Total estimated outstanding shares

2,705,263

BBBY's stock price as of April 2, 2026

4.62

Share consideration

12,498

Add: Accelerated vesting of equity awards

1,145

Add: Settlement of indebtedness

10,000

Add: Settlement of preexisting relationships

48,246

Fair value of consideration transferred

71,889

Preliminary Estimated Purchase Price Allocation

The following table summarizes the allocation of the estimated fair value of the purchase consideration to the assets acquired and liabilities assumed (in thousands):

(in thousands)

Inventories

56,194

Prepaid expenses and other current assets

7,076

Property and equipment

34,128

Operating lease right-of-use assets

121,731

Other long-term assets

2,477

Total assets

221,606

Accounts payable

53,887

Accrued liabilities

18,643

Unearned revenue

143

Operating lease liabilities, current

33,520

Long-term debt

6,811

Operating lease liabilities, non-current

85,699

Other liabilities

6,317

Net assets acquired

16,586

Total purchase consideration

71,889

Less: Fair value of previously held equity interest

(8,398

)

Goodwill

63,701

4. Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations — TBHC

The following pro forma transaction accounting adjustments reflect BBBY's preliminary estimates and assumptions related to the TBHC Merger. The final determination of the fair values of the assets acquired and

liabilities assumed and the allocation of purchase consideration, may differ materially from the amounts presented herein. Accordingly, these transaction accounting adjustments are subject to change as additional information becomes available

during the measurement period.

Pro Forma Transaction Accounting Adjustments:

(a)

To reflect the elimination of $0.8 million in collaboration fee revenue recognized by BBBY from their collaboration agreement with TBHC. In addition, this adjustment reflects the elimination of $1.7 million in

each of net revenue and cost of goods sold, related to inventory sold by BBBY to TBHC as this would be considered intercompany and eliminated in consolidation.

(b)

To reflect the elimination of the historical amortization of deferred debt issuance costs related to Bank of America debt and BBBY related party debt in connection with the TBHC Acquisition.

(c)

To reflect the recognition of $2.2 million of nonrecurring expense incurred in connection with the TBHC Merger that were not reflected in the historical statements of operations. These transaction costs are primarily comprised of

investment banking fees, legal fees and other related advisory costs, and directors’ and officers’ liability tail insurance.

(d)

To reflect the incremental adjustment to eliminate historical operating lease expense and record operating lease expense based on the adjusted lease schedule, reflecting the remeasurement of operating lease

right-of-use assets, including favorable lease assets, current operating lease liabilities, and non-current operating lease liabilities using the combined entity's incremental borrowing rate as of the acquisition date.

(e)

To reflect the incremental depreciation expense resulting from the property and equipment fair value adjustment, based on the estimated acquisition-date fair value and the estimated remaining useful lives.

(f)

To reflect the gain recognized from remeasuring BBBY's previously held equity interest in TBHC to its acquisition-date fair value.

(g)

To reflect the elimination of the change in the fair value of the delayed draw commitment, as the commitment represents an intercompany lending arrangement upon consolidation.

(h)

To reflect the elimination of TBHC’s gain on sale of internally developed intangible assets sold to BBBY as this would be considered intercompany and eliminated in consolidation.

(i)

To reflect the elimination of interest expense associated with the $10.0 million of Bank of America debt repaid in connection with the TBHC Merger, and the elimination of intercompany interest expense and the corresponding intercompany

interest income related to the debt between BBBY and TBHC, as the intercompany debt and related interest would be eliminated in consolidation.

(j)

To reflect the elimination of the historical equity investment gain related to TBHC which became a wholly owned subsidiary upon the acquisition.

(k)

To reflect the elimination of compensation expense related to TBHC RSU equity awards that accelerated upon the acquisition date.

(l)

No pro forma tax adjustment has been recorded, as the impact to the unaudited pro forma condensed consolidated statement of operations is not material.

5. Purchase Price and Purchase Price Allocation — TCS

Management performed a preliminary estimation of the fair value of the TCS assets and liabilities as of the acquisition date. As of the date of this current report, BBBY is still in the process of evaluating the

various assumptions of the valuation studies necessary to arrive at the required estimates of the fair value of the TCS assets acquired and liabilities assumed and the related purchase price allocation. The preliminary fair value estimates are

subject to change based on the final valuations. The estimated preliminary fair values of the TCS assets and liabilities are based on discussions with TCS’ management, preliminary valuation studies, the transaction due diligence, and information

presented in TCS financial statements. The final purchase price and purchase price allocation may be different than the information that is presented herein, and such differences could be material.

Purchase Price

The following table summarizes the purchase price (in thousands, except shares and per share price):

(in thousands, except shares)

BBBY common stock issued

13,714,287

BBBY's closing share price of $5.37 on July 8, 2026, net of a $0.43 per share discount for lack of marketability applied to the unregistered shares issued

4.94

Share consideration

67,749

Add: Fair value of Convertible Notes issued

108,470

Add: Settlement of preexisting relationships

(7,500

)

Fair value of consideration transferred

168,719

Preliminary Estimated Purchase Price Allocation

The following table summarizes allocation of the preliminary estimate of the purchase price to the assets acquired and liabilities assumed (in thousands):

(in thousands)

Cash and cash equivalents

21,755

Accounts receivable

18,594

Inventories

144,873

Prepaid expenses and other current assets

15,912

Property and equipment

142,312

Intangible assets

21,798

Operating lease right-of-use assets

299,149

Other long-term assets

4,861

Total assets

669,254

Accounts payable

44,466

Accrued liabilities

71,911

Operating lease liabilities, current

60,444

Short-term debt, net

282

Long-term debt, net

78,200

Operating lease liabilities, non-current

238,550

Other long-term liabilities, including commitments measured at fair value

34,057

Net assets acquired

141,344

Total purchase consideration

168,719

Goodwill

27,375

6. Adjustments to the Unaudited Pro Forma Combined Balance Sheet — TCS

The following pro forma transaction accounting adjustments reflect BBBY's preliminary estimates and assumptions related to the TCS Merger. The final determination of the fair values of the assets acquired and

during the measurement period.

Pro Forma Transaction Accounting Adjustments:

(a)

To reflect the issuance of the $7.5 million short-term promissory note by BBBY to TCS on TCS’s balance sheet as of June 27, 2026. The corresponding entry was already recorded by BBBY as of June 30, 2026. The

promissory note was issued on June 29, 2026 and represented a preexisting relationship between BBBY and TCS as of the acquisition date. Upon consummation of the TCS Merger, the promissory note was settled as the preexisting relationship,

which resulted in a reduction of the purchase consideration transferred in accordance with ASC 805.

(b)

To reflect $12.9 million of additional interest and fees related to TCS’ debt incurred after June 27, 2026, but prior to the consummation of the TCS Merger, which were settled upon the consummation of the TCS

Merger as part of the debt settlement.

(c)

To reflect the recognition of an accrued liability of $0.7 million for the transaction bonus obligation assumed by BBBY as part of the TCS Merger, which will be settled through the issuance of 142,857 shares of

BBBY Common Stock at the price of $4.94 per share.

(d)

To reflect the elimination of TCS’ historical common stock, additional paid-in capital, accumulated deficit, and accumulated other comprehensive loss as of the acquisition date.

(e)

To reflect the settlement of TCS indebtedness of $244.8 million through the issuance of Convertible Notes with a fair value of $108.4 million to TCS debt holders, the issuance of BBBY Common Stock with a fair

value of $67.7 million, and the settlement of $7.5 million of notes representing a preexisting relationship, with the corresponding offset of $68.6 million recorded to goodwill. The repayment of the TCS indebtedness is included in

consideration transferred because the debt agreements required repayment upon the occurrence of a change in control effected by the TCS Merger, and the TCS Merger Agreement required settlement of the indebtedness as a condition to

closing. Accordingly, in accordance with ASC 805, the settlement of the TCS indebtedness is accounted for as consideration transferred in the TCS Merger.

(f)

To reflect the write-off of $6.5 million of unamortized deferred debt issuance costs resulting from BBBY's payment to extinguish TCS’ outstanding indebtedness upon the

closing of the TCS Merger.

(g)

To reflect the fair value incremental adjustment of $0.3 million to inventory, based on an estimated fair value of $144.9 million. The related fair value adjustment is assumed to be recognized through cost of

sales over TCS’ historical inventory turnover period of approximately five months.

(h)

To reflect an incremental adjustment to remeasure the acquired operating lease right-of-use assets and current and non-current operating lease liabilities using the combined entity's incremental borrowing rate

as of the acquisition date, resulting in operating lease right-of-use assets and corresponding operating lease liabilities of $299.0 million.

(i)

To reflect an incremental fair value adjustment of $61.3 million to property and equipment, consisting of adjustments to owned real property, valued using the cost and market approach, and personal property,

valued using the replacement cost approach, to their acquisition-date fair values of $25.4 million and $116.9 million, respectively.

PPE Class

Fair Value as of

July 8, 2026

(in thousands)

Land and buildings

25,392

Furniture and fixtures

14,555

Machinery and equipment

34,438

Computer software and equipment

25,933

Leasehold improvements

30,509

Construction in progress

10,885

Other

600

Total

142,312

(j)

To reflect an incremental fair value adjustment of $2.2 million to identifiable intangible assets to their preliminary estimated acquisition-date fair value of $21.8 million, consisting of the TCS trademark and

Elfa trademark with preliminary estimated fair values of $9.7 million and $12.1 million, respectively. Both trademarks were valued using the relief-from-royalty method and are considered to have indefinite useful lives.

(k)

To reflect a $0.2 million adjustment to the operating lease right-of-use assets to reflect favorable lease terms relative to market terms as of the acquisition date.

(l)

To reflect the settlement of BBBY's participation interests in the TCS term loan acquired from certain TCS debt holders in November 2025 and January 2026. Pursuant to the participation agreements, such debt

holders granted BBBY rights to receive specified principal and interest payments associated with the underlying TCS term loan. The settlement of BBBY's participation interests with the TCS debt holders resulted in an increase in cash of

$6.5 million, a decrease in treasury shares of $1.4 million, a decrease in Convertible Notes of $1.3 million, increase of the participation receivable of $0.5 million related to the accrued interest, derecognition of the participation

receivable of $9.1 million, and recognition of a gain on settlement of less than $0.1 million.

(m)

To reflect the recognition of a deferred tax liability of $18.0 million as of the acquisition date.

7. Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations — TCS

during the measurement period.

Pro Forma Transaction Accounting Adjustments:

(a)

To reflect the elimination of the historical amortization of debt issuance costs related to indebtedness that was settled in connection with the TCS Merger.

(b)

To reflect the amortization of the inventory fair value adjustment. For purposes of the unaudited pro forma condensed consolidated financial information, the inventory fair value adjustment is assumed to be recognized over TCS’

historical inventory turnover period of approximately five months.

(c)

lease right-of-use assets, including favorable lease assets, current operating lease liabilities, and non-current operating lease liabilities using the combined entity's incremental borrowing rate as

of the acquisition date.

(d)

(e)

To reflect the elimination of historical interest expense associated with TCS’ debt that was settled by BBBY in connection with the closing of the TCS Merger.

(f)

To reflect interest expense related to the Convertible Notes issued in connection with the TCS Merger.

(g)

To reflect compensation expense of $0.7 million related to the transaction bonus obligation assumed by BBBY in connection with the TCS Merger, which was settled through the issuance of 142,857 shares of BBBY

Common Stock.

(h)

To reflect the gain of less than $0.1 million recognized on the settlement of BBBY's participation interest in the TCS term loan in connection with the closing of the TCS Merger.

(i)

No pro forma tax adjustment has been recorded, as the impact to the unaudited pro forma condensed consolidated statement of operations is not material

8. Pro forma basic and diluted weighted average common shares outstanding

Pro forma basic and diluted weighted average common shares outstanding have been adjusted for the following:

Six Months Ended

June 30, 2026

Historical weighted average number of BBBY's shares outstanding - basic and diluted

71,693

Impact of issuance of BBBYs shares to TCS debt holders assuming issuance as of January 1, 2025

13,714

Impact of the issuance of BBBY shares to settle the transaction bonus as of January 2, 2025

143

Pro forma weighted average number of BBBY's shares outstanding - basic and diluted*

85,550

Year Ended

December 31, 2025

Historical weighted average number of BBBY's shares outstanding - basic and diluted

60,130

Impact of issuance of BBBYs shares to TBHC shareholders assuming issuance as of January 1, 2025

2,705

Impact of issuance of BBBYs shares for accelerated TBHC's RSUs assuming acceleration as of January 1, 2025

248

Impact of issuance of BBBYs shares to TCS debt holders assuming issuance as of January 1, 2025

13,714

Impact of the issuance of BBBY shares to settle the transaction bonus as of January 2, 2025

143

Pro forma weighted average number of BBBY's shares outstanding - basic and diluted*

76,940

*The computation of the pro forma weighted average number of BBBY's shares outstanding - basic and diluted for the six months ended June 30, 2026 and the year ended December 31, 2025 excludes the shares

issuable upon conversion of the Convertible Notes, as their inclusion would have been anti-dilutive.

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Document and Entity Information

Aug. 04, 2026

Entity Listings [Line Items]

Document Type

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Entity File Number

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Entity Registrant Name

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Entity Tax Identification Number

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Entity Address, Address Line One

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+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

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Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

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Data Type:

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- Definition

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.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

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.

+ References

No definition available.

+ Details

Name:

dei_EntityListingsLineItems

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

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- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

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duration

- 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.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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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 14d-2(b) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

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.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

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.

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Data Type:

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Balance Type:

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- Details

Name:

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- Details

Name:

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