Neighborhood Intelligence reports $26.14 million net loss

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For the quarterly period ended June September 30, 2026

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BED BATH & BEYOND, INC.

NEIGHBORHOOD INTELLIGENCE, INC.

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433 W. Ascension Way, 3rd Floor

Brentwood, Tennessee 37027

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Bed Bath & Beyond, Inc. , 433 W. Ascension Way , 3rd Floor , Murray , Utah 84123 (Former name, former address and former fiscal year, if changed since last report)

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Warrants to Purchase Shares of Common Stock BBBY WS New York Stock Exchange

Common Stock, $0.0001 par value BBBY New York NXH The Nasdaq Stock Exchange Market LLC

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BED BATH & BEYOND, INC.

95,330,379 110,017,208 shares of the registrant's common stock, par value $0.0001, were outstanding on July 31, November 3, 2026.

NEIGHBORHOOD INTELLIGENCE, INC.

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For the Quarterly Period Ended June September 30, 2026

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Exhibits 6 changes

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• Our changing business model and use of the Bed Bath & Beyond brand, Overstock brand, buybuy BABY brand, Kirkland's and Kirkland's Home brand, The Container Store brand, Elfa brand, Closet Works brand, Beyond brand, and other brands of ours, could negatively impact our business.

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• Exercising the Warrants is a risky investment and those who exercise their Warrants may not be able to recover the value of their investment in the common stock received upon such exercise. Warrant holders could sustain a total loss of the exercise price of any Warrants that they exercise.

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• The mergers with Fathom Holdings, Inc. ("Fathom") and F9 Brands, Inc. ("F9") may not be completed and the Fathom Merger Agreement or the F9 Merger Agreement (each as defined herein) may be terminated in accordance with their terms.

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• Changing our corporate name and associated branding to Neighborhood Intelligence, Inc. from Bed Bath & Beyond, Inc. may be more difficult, costly or time-consuming than expected and the new corporate name may cause confusion or fail to realize the anticipated benefits, which may adversely affect the company's business results and negatively affect the value of the company's common stock.

In evaluating all forward-looking statements, you should specifically consider the risks outlined above and in this report and our Annual Report on Form 10-K for the year ended December 31, 2025, and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and the quarterly period ended June 30, 2026 under the headings, as applicable, "Special Cautionary Note Regarding Forward-Looking Statements," "Summary of Risk Factors," "Risk Factors," "Legal Proceedings," and "Management's Discussion and Analysis of Financial Condition and Results of Operations." These factors may cause our actual results and outcomes to differ materially from those contemplated by any forward-looking statement. Although we believe that our expectations reflected in the forward-looking statements are reasonable, we cannot guarantee or offer any assurance of future results, levels of activity, performance or achievements or other future events. Our forward-looking statements contained in this report speak only as of the date of this report and, except as required by law, we undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report or any changes in our expectations or any change in any events, conditions or circumstances on which any of our forward-looking statements are based.

As used herein, the "Company," "we," "us," "our," "NXH" and "Neighborhood Intelligence" refer to Neighborhood Intelligence, Inc. and its consolidated subsidiaries following the name change and to Bed Bath & Beyond, Inc. and its consolidated subsidiaries prior to the name change, unless otherwise stated or the context otherwise requires.

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Financial statements (unaudited) 691 changes

Bed Bath & Beyond, Inc.

Neighborhood Intelligence, Inc.

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Inventories 52,157 5,162

Goodwill 101,946 6,160

Cash and cash equivalents $ 99,485 100,435 $ 175,295

Restricted cash 26,891 26,795 26,924

Accounts receivable, net of allowance for credit losses of $ 2,716 2,818 and $ 3,377

Inventories 227,845 5,162

Prepaids and other current assets 29,037 38,739 11,905

Total current assets 237,367 444,315 240,115

Property and equipment, net 42,876 177,348 13,712

Intangible assets, net 46,419 68,600 45,140

Goodwill 140,564 6,160

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Total assets $ 634,151 $ 425,478

Operating lease right-of-use assets 115,796 443,587 5,156

Other long-term assets, net, including securities measured at fair value of $ 26,033 17,682 and $ 42,394

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

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Accounts payable $ 140,533 $ 89,992

Accrued liabilities 68,251 51,297

Unearned revenue 46,818 34,429

Total liabilities $ 419,063 $ 207,534

Accounts payable $ 208,170 $ 89,992

Accrued liabilities 127,343 51,297

Unearned revenue 47,804 34,429

Operating lease liabilities, current 33,565 100,233 928

Short-term debt, net 23,000 — 15,500

Total current liabilities 312,167 483,550 192,146

Long-term debt, net 13,455 212,807 —

Operating lease liabilities, non-current 83,068 343,232 5,643

Deferred tax liabilities, long-term 9,436 —

Other long-term liabilities, including commitments measured at fair value of $ 0 — and $ 2,766

Total liabilities $ 1,066,069 $ 207,534

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Bed Bath & Beyond, Inc.

Neighborhood Intelligence, Inc.

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(Continued) June 30,

(Continued) September 30,

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Accumulated deficit ( 898,606 ) ( 842,711 )

Equity attributable to stockholders of Bed Bath & Beyond, Inc. 214,764 217,583

Issued shares - 89,604 106,771 and 76,358

Outstanding shares - 81,760 98,626 and 68,863

Additional paid-in capital 1,294,141 1,401,528 1,239,338

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

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

Treasury stock at cost - 7,844 8,145 and 7,495

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

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Total stockholders' equity 215,088 292,542 217,944

Total liabilities and stockholders' equity $ 634,151 1,358,611 $ 425,478

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Bed Bath & Beyond, Inc.

Neighborhood Intelligence, Inc.

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June 30, Six months ended

Net revenue $ 361,159 $ 282,251 $ 608,914 $ 513,999

Cost of goods sold 264,478 215,282 453,035 388,898

Gross profit 96,681 66,969 155,879 125,101

Sales and marketing 43,108 38,209 75,418 69,499

Technology 24,334 23,221 45,548 49,939

General and administrative 57,527 14,088 72,390 28,402

Customer service and merchant fees 11,579 9,331 20,597 18,688

Total operating expenses 139,564 79,395 216,969 160,738

Operating loss ( 42,883 ) ( 12,426 ) ( 61,090 ) ( 35,637 )

Interest income, net 750 889 2,479 1,651

Other income (expense), net 120 ( 7,489 ) 449 ( 24,758 )

Loss before income taxes ( 42,013 ) ( 19,026 ) ( 58,162 ) ( 58,744 )

Provision (benefit) for income taxes ( 2,516 ) 287 ( 2,267 ) 481

Net loss $ ( 39,497 ) $ ( 19,313 ) $ ( 55,895 ) $ ( 59,225 )

September 30, Nine months ended

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

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

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

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

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

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

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

Other operating expense (income), net 3,016 ( 5,454 262 ) 3,016 — 2,754 ( 5,790 )

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

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

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

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

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

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

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

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and 611 more changes in the filing

MD&A 186 changes

Through our Bed Bath & Beyond brand, we provide an extensive array of home-related products tailored specifically for our target customers - consumers who seek comprehensive support throughout their shopping journey, aspiring to discover quality, stylish products at competitive prices that align with their budget requirements. We regularly refresh our product assortment to reflect the evolving preferences of our customers and aim to stay aligned with current trends. Furniture across all rooms continues to play a critical role in our strategy. Leveraging an asset-light supply chain, direct shipping is offered to customers from both our suppliers and third-party logistics providers.

Through our Overstock brand, we aim to provide a wide array of quality goods at discounted prices, and a treasure hunt-like experience for our target customers - consumers who are highly engaged, very accustomed to purchasing online, and actively seeking great deals. The mission of this brand is to delight our customers by offering them deals on products they will love. Our product assortment includes home categories such as indoor and outdoor furniture, rugs, décor, and lighting, as well as lifestyle categories such as jewelry and watches, apparel and accessories, and designer shoes and handbags.

The buybuy BABY brand acquisition allows us to reunite two traditionally related brands, Bed Bath & Beyond and buybuy BABY, and support our customers through key life stage shopping moments.

Through our Kirkland's and Kirkland's Home brands acquisition, we believe this addition strengthens our presence in key categories that drive both traffic and margin, while providing a flexible store base that can be integrated into our broader platform.

The acquisition of SFV Services adds installation, renovation, construction and project-execution capabilities that further differentiate Bed Bath & Beyond from traditional retailers.

The Container Store acquisition (refer to Note 17—Subsequent Events) combines the best of organizing solutions, design services and expertise with the best of Bed Bath & Beyond's home essentials. The result is a more complete home destination that combines organization, essentials, decor and services in one convenient shopping experience.

Acquisition of The Brand House Collective, Inc.

On April 2, 2026, we completed the previously announced acquisition of The Brand House Collective, Inc. ("TBHC" or "The Brand House Collective") pursuant to the Agreement and Plan of Merger, dated as of November 24, 2025 (the "TBHC Merger Agreement"), by and among the Company, Knight Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("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 the Company. We believe the acquisition of TBHC will allow us to strengthen our presence in key categories of home décor and seasonal merchandise, while providing a flexible store base that can be integrated into our broader platform.

Acquisition of SFV Services

On June 30, 2026, we completed the previously announced acquisition of SFV Services. SFV Services provides renovation, construction, demolition, facilities and project management services across residential and commercial markets. Core offerings include residential renovations and remodeling, commercial renovations and tenant improvements, demolition and white-box services, construction management, general contracting, facilities maintenance programs, franchise and multi-unit rollouts, program management, project management, and owner's representation.

The following discussion provides information that we believe to be relevant to an understanding of our unaudited consolidated financial condition and results of operations. The statements in this section regarding industry outlook, our expectations regarding the performance of our business and any other non-historical statements are forward-looking statements. Our actual results and outcomes may differ materially from those contained in or implied by any forward-looking statements contained herein. These forward-looking statements are subject to numerous risks, uncertainties, and other important factors, including, but not limited to, those described in "Special Cautionary Note Regarding Forward Looking Statements" and in Part II, Item 1A, "Risk Factors" included in this Quarterly Report on Form 10-Q. You should read the following discussion together with our unaudited consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and with the sections entitled "Special Cautionary Note Regarding Forward-Looking Statements," Part I, II, Item 1A, "Risk Factors," and our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 and with the sections entitled "Special Cautionary Note Regarding Forward-Looking Statements," Part II, Item 1A, "Risk Factors" included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and the quarterly period ended June 30, 2026.

Neighborhood Intelligence (Nasdaq: NXH), previously Bed Bath & Beyond, Inc., is a data and technology company organized around three interconnected pillars: Omni-Channel Retail, Home Services and Home Ownership. Its portfolio includes Bed Bath & Beyond, Overstock, buybuy BABY, Kirkland's, The Container Store, Elfa and Closet Works, along with its expanding Home Services and Home Ownership businesses. The Company also includes a blockchain asset portfolio inclusive of tZERO, GrainChain, and other assets.

Bed Bath & Beyond's Our strategic priorities include curating stylish, high-quality assortments to make product selection intuitive and affordable, in addition to enhancing offerings with trusted aspirational brands. We transform the customer experience by building trust, creating life-stage experiences, and consistently delivering inspiration, quality, and value.

We are an omni-channel-focused retailer with The Omni-Channel Retail pillar has an affinity model that owns or has ownership interests in various brands, offering a comprehensive array of products and services that enable its customers to enhance everyday life through quality, style, and value. In addition, we also offer an increasing number of add-on services across our platforms, including warranties, shipping insurance, and installation services. Our customer engagement and retention are bolstered by our welcome rewards+ membership program, enhancing the overall value proposition for our customers. We currently own Bed Bath & Beyond, Overstock, buybuy BABY, the Kirkland's and Kirkland's Home brands, SFV Services, and now The Container Store, among other brands. As used herein, "Bed Bath & Beyond," "the Company," "we," "our" and similar terms include Bed Bath & Beyond, Inc. and its controlled subsidiaries, unless the context indicates otherwise.

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On July 8, 2026 we completed the previously announced acquisition of The Container Store Holdings, LLC, a Delaware limited liability company ("TCS"), pursuant to the Agreement and Plan of Merger (the "TCS Merger Agreement"), date April 2, 2026, by and among the Company, Falcon Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("TCS Merger Sub") and TCS. Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, Merger Sub merged with and into TCS, with TCS surviving as a wholly owned subsidiary of the Company (the "Merger").

On June 16, 2026, we entered into a Merger Agreement and Plan of Reorganization (the "Fathom Merger Agreement"), by and among the Company, Fathom Merger Sub, Inc., a North Carolina corporation and wholly owned subsidiary of the Company ("FTHM Merger Sub"), and Fathom Holdings, Inc., a North Carolina Corporation ("FTHM"), pursuant to which, subject to the terms and conditions set forth therein, FTHM Merger Sub will merge with and into FTHM, with FTHM surviving such Merger as a wholly owned subsidiary of the Company.

On July 23, 2026, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Beyond Home Services, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Purchaser"), F9 Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser ("Merger Sub 1"), F9 Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Purchaser ("Merger Sub 2"), F9 Investments, LLC, a Florida limited liability company ("Seller"), F9 Brands, Inc., a Delaware corporation (the "Target"), and, solely for the purposes of Sections 3.6, 3.7, 3.8 and 5.1 of the Merger Agreement, Tom Sullivan, the indirect owner of Seller ("Sullivan"), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub 1 will merge with and into the Target (the "First Merger"), immediately followed by the merger of the Target with and into Merger Sub 2 (the "Second Merger" and, together with the First Merger, the "Mergers"), with Merger Sub 2 surviving as a wholly owned subsidiary of Purchaser.

Executive Commentary

This executive commentary is intended to provide investors with a view of our business through the eyes of our management. As an executive commentary, it necessarily focuses on selected aspects of our business. This executive commentary is intended as a supplement to, but not a substitute for, the more detailed discussion of our business included elsewhere herein. Investors are cautioned to read our entire "Management's Discussion and Analysis of Financial Condition and Results of Operations," our interim and audited financial statements, and the discussion of our business and risk factors and other information included elsewhere or incorporated in this report. This executive commentary includes forward-looking statements, and investors are cautioned to read "Special Cautionary Note Regarding Forward-Looking Statements."

Revenue for the three months ended June 30, 2026, was $361.2 million, compared to $282.3 million for the three months ended June 30, 2025, representing an increase of $78.9 million, or 28.0%. The increase was primarily due to the inclusion of The Brand House Collective. In other respects, revenue increased, largely driven by an increase in average order value, partially offset by a decrease in number of orders delivered.

Gross profit for three months ended June 30, 2026, was $96.7 million, or 26.8% of revenue, compared to $67.0 million, or 23.7% of revenue, for the three months ended June 30, 2025. This represents an increase of $29.7 million, or 44.4%. The increase in gross profit was primarily attributable to the acquisition of The Brand House Collective, including the effect of tariff refunds. Gross margin increased by 310 basis points year-over-year, primarily due to positive mix associated with the acquisition of The Brand House Collective, including the effect of tariff refunds.

Sales and marketing expenses were $43.1 million, or 11.9% of revenue, for the three months ended June 30, 2026, compared to $38.2 million, or 13.5% of revenue, for the three months ended June 30, 2025. This represents an increase of $4.9 million, or 12.8%. The increase was primarily driven by higher revenue and related performance marketing expenses, partially offset by improved marketing efficiency.

Technology expenses increased by $1.1 million for the three months ended June 30, 2026, compared to the prior period. The increase was primarily due to severance, driven by the workforce optimization as part of our technology transformation efforts, including the adoption of evolving technological advancements such as artificial intelligence.

General and administrative expenses increased by $43.4 million for the three months ended June 30, 2026, compared to the prior period. The increase primarily reflected the expansion of our physical retail footprint, including store labor, occupancy, distribution, and other operating costs associated with The Brand House Collective, as well as $7.3 million of acquisition‑related professional fees.

Customer service and merchant fees increased by $2.2 million for the three months ended June 30, 2026, compared to the prior period. The increase was primarily driven by an increase in credit card costs, primarily due to increased volume.

Other operating expense (income), net increased by $8.5 million for the three months ended June 30, 2026, compared to the prior period. The increase reflects the $5.2 million loss from The Brand House Collective's impairment of leased assets due to store closures and the non-recurrence of the $5.0 million gain from the 2025 sale of Bed Bath & Beyond trademarks in Canada and the United Kingdom, partially offset by $2.2 million gains from lease termination.

Consolidated cash and cash equivalents decreased from $175.3 million as of December 31, 2025, to $99.5 million as of June 30, 2026, a decrease of $75.8 million, primarily as a result of disbursement for notes receivable of $20.0 million to TBHC, and net cash outflows from operating activities of $50.0 million.

On July 8, 2026, we completed the previously announced acquisition of The Container Store, pursuant to the TCS Merger Agreement, dated April 2, 2026, with TCS surviving as a wholly owned subsidiary of the Company. Beginning on the TCS Acquisition Date, the results of operations, and assets and liabilities of TCS are included in our consolidated financial statements. Pursuant to the terms and conditions of the TCS Merger Agreement, we issued an aggregate number of 13,714,287 shares of common stock and $112.6 million aggregate principal amount of Convertible Notes to holders of outstanding TCS indebtedness as merger consideration.

Termination of Merger Agreement with F9

On September 8, 2026, we announced that the Company and F9 Brands, Inc. ("F9") have terminated the previously announced acquisition agreement. We determined F9 was unable to satisfy all closing requirements within the contemplated timeframe. We will not proceed with the acquisition or enter into a commercial or strategic collaboration with F9. The companies will continue to operate independently, and the terms and economics of the previously announced acquisition agreement are no longer in effect.

Alliant Credit Union Partnership and Journey Home Launch

On September 15, 2026, we announced a long-term strategic partnership with Alliant Credit Union ("Alliant") to develop Beyond Credit Union, powered by Alliant, which is expected to launch in the first quarter of 2027.

On September 21, 2026, we and Alliant announced Journey Home, a savings and homebuying program developed by Alliant in collaboration with us through our Bed Bath & Beyond brand. The program is designed to help consumers save for a down payment, purchase a home, and manage the transition into homeownership. It will be offered through Alliant, our portfolio of brands and Home Services and Home Ownership businesses, and other Alliant partnerships, and will be featured within the Beyond Credit Union ecosystem.

Termination of Merger Agreement with Fathom Holdings

On October 5, 2026, we and Fathom Holdings, Inc. ("Fathom") mutually agreed to terminate the previously announced merger agreement between the companies ("Fathom Merger Agreement Termination"). Following careful consideration of the proposed transaction, the boards of directors of both companies concluded that proceeding with a merger at current valuations would not appropriately reflect the fair value of either company for its shareholders. Rather than continue to pursue the transaction, we and Fathom mutually agreed to terminate the merger agreement. We do not expect to incur any termination fee in connection with the Fathom Merger Agreement Termination.

We and Fathom intend to continue exploring potential areas of collaboration, including data sharing, subject to appropriate agreements and applicable requirements. We expect to remain independent of Fathom, and there can be no assurance that any collaboration agreement will be entered into or that any benefits will be realized.

On October 5, 2026, Brian LaRose resigned as Chief Financial Officer of the Company. On the same date, the Company's Board of Directors appointed Paul Kosturos as Interim Chief Financial Officer and principal financial officer, effective immediately. We believe the strengthened finance leadership and our integration efforts, including expense reductions achieved to date and additional savings opportunities identified, position us to improve our cost structure, operational efficiency, and financial discipline over time.

Registered Direct Offering

On October 6, 2026, the Company completed a registered direct offering of common stock, pre-funded warrants and accompanying warrants, generating gross proceeds of approximately $45.5 million and net proceeds of approximately $43.0 million, after deducting placement agent fees and other offering expenses. We intend to use the net proceeds to accelerate merger synergies and build inventory, and any remainder for working capital and general corporate purposes. In connection with the offering, we also reduced the size of our at-the-market equity offering facility from $200.0 million to approximately $75.0 million.

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Active customers (1) 6,389 4,356

Orders delivered (3) 2,797 1,289

We review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial forecasts and make strategic decisions. We believe these operational measures are useful in evaluating our performance, in addition to our financial results prepared in accordance with U.S. GAAP. You should read The key operating and financial metrics should be read in conjunction with the following discussion of our results of operations and together with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.

We use the following key operating metrics to assess the performance of our business (in thousands, except for the last twelve months ("LTM") net revenue per active customer, average order value and orders per active customer). Our key operating metrics for the three months ended September 30, 2026 are not directly comparable to prior results for the three months ended September 30, 2025 due to the inclusion of results from the acquisitions of TCS and TBHC.

Active customers (1) 8,989 4,151

LTM net revenue per active customer (2) $ 178 154 $ 259

Orders delivered (3) 3,978 1,254

Average order value (4) $ 129 125 $ 219 205

Orders per active customer (5) 1.79 1.32 1.99 1.30

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(2) Last twelve months LTM net revenue per active customer represents total net revenue in a twelve-month period divided by the total number of active customers for the same twelve-month period. We view LTM net revenue per active customer as a key indicator of our customers' purchasing patterns, including their initial and repeat purchase behavior.

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(4) Average order value is defined as total net revenue in any given period divided by the total number of orders delivered in that period. We view average order value as a key indicator of the mix of products on ordered by our sites, customers, the mix of offers and promotions involved and the purchasing behavior of our customers.

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We continue to monitor recent macroeconomic trends and geopolitical events, including, without limitation, ongoing global conflicts, trade barriers including tariffs, financial and stock market volatility, higher interest rates, inflation, and their impacts. These events have and may continue to negatively impact consumer confidence and consumer spending, which have and may continue to adversely affect our business and our results of operations. Many of our suppliers source from other countries and may be negatively affected by increased tariffs or other import/export controls by the United States and foreign governments, as well as uncertainty in the market as it responds to global macroeconomic factors. Due to the uncertain and constantly evolving nature and volatility of these trends and events, we cannot currently predict their long-term impact on our operations and financial results. As of June September 30, 2026, the challenges arising from these events have not adversely affected our liquidity or capacity to service our debt, nor have these conditions required us to reduce our capital expenditures.

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Comparisons of Three Months Ended June September 30, 2026 to Three Months Ended June September 30, 2025, and Six Nine Months Ended June September 30, 2026 to Six Nine Months Ended June September 30, 2025

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June 30, Six months ended

Net revenue $ 361,159 $ 282,251 $ 608,914 $ 513,999

September 30, Nine months ended

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

Product costs and other costs of goods sold 264,478 215,282 453,035 388,898 336,369 192,024 789,404 580,922

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Net revenue 28.0 % 18.5 %

Net revenue 98.0 % 45.0 %

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Change in estimate of average transit times (days)

Our revenue related to merchandise sales is recognized upon delivery to our customers. Typically, brick and mortar store orders will be fulfilled on-site at the time of the order. As we ship a large volume of packages related to e-commerce orders through multiple carriers, it is not practical for us to track the actual delivery date for each of those shipments. We use estimates to determine which shipments are delivered and, therefore, recognized as revenue at the end of the period. Our delivery date estimates are based on average shipping transit times. We review and update our estimates on a quarterly basis based on our actual transit time experience. However, actual shipping times may differ from our estimates, which can be further impacted by uncertainty, volatility, and any disruption to our carriers caused by certain macroeconomic conditions, such as supply chain challenges, trade barriers including tariffs, inflation, rising interest rates, climate and weather events, or geopolitical events.

The following table shows the effect that hypothetical changes in the estimate of average shipping transit times would have had on the reported amount of revenue and income before income taxes (in thousands):

Change in the Estimate of Average Transit Times (Days) Increase (Decrease)

Revenue Increase (Decrease)

Income Before Income Taxes

As reported As reported As reported

Product costs and other costs of goods sold 73.2 66.0 % 76.3 74.7 % 74.4 70.6 % 75.7 75.3 %

Revenue for the three months ended June September 30, 2026, was $361.2 $509.3 million, compared to $282.3 $257.2 million for the three months ended June September 30, 2025, representing an increase of $78.9 $252.1 million, or 28.0%. 98.0%. The increase was primarily due to the inclusion of The Brand House Collective. entities acquired in other respects, 2026 for $229.0 million. The remaining revenue increased, increase was largely driven by an increase in average order value partially offset by a decrease in and number of orders delivered.

Revenue for the six nine months ended June September 30, 2026, was $608.9 $1,118.2 million, compared to $514.0 $771.2 million for the six nine months ended June September 30, 2025, representing an increase of $95 $347 million or 18.5%. 45.0%. The increase was primarily due to the inclusion of entities acquired during 2026 for $299.5 million. The Brand House Collective. Bed Bath & Beyond remaining revenue also increased, increase was largely driven by an increase in average order value partially offset by a decrease in and number of orders delivered.

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Gross profit for the three months ended June 30, 2026, was $96.7 million, or 26.8% of revenue, compared to $67.0 million, or 23.7% of revenue, for the three months ended June 30, 2025. This represents an increase of $29.7 million, or 44.4%. The increase in gross profit was primarily attributable to the acquisition of The Brand House Collective, including the effect of tariff refunds. Gross margin increased by 310 basis points year-over-year, primarily due to positive mix associated with the acquisition of The Brand House Collective, including the effect of tariff refunds.

Gross margins for the past six seven quarterly periods and fiscal year ending 2025 were:

Q1 2025 Q2 2025 Q3 2025 Q4 2025 FY 2025 Q1 2026 Q2 2026 Q3 2026

Gross profit for the three months ended September 30, 2026, was $172.9 million, or 34.0% of revenue, compared to $65.2 million, or 25.3% of revenue, for the three months ended September 30, 2025. This represents an increase of $107.8 million, or 165.4%. The increase in gross profit was primarily attributable to the entities acquired during 2026 for $96.6 million. Gross margin increased by 870 basis points year-over-year, primarily attributable to a positive mix associated with the acquisitions. Additionally, we recorded a $14.0 million purchase price accounting benefit associated with inventory acquired through acquisitions. As the inventory was sold, this adjustment had a benefit to our margins.

Gross profit for the six nine months ended June September 30, 2026, was $155.9 $328.8 million or 25.6%, 29.4%, compared to $125.1 $190.3 million, or 24.3% 24.7% of revenue, for the six nine months ended June September 30, 2025. This represents an increase of $30.8 $138.6 million, or 24.6%. 72.8%. The increase in gross profit was primarily attributable to the acquisition of The Brand House Collective, including the effect of tariff refunds entities acquired during 2026 for $123.8 million. Gross margin increased by 130 470 basis points year-over-year, primarily due to positive mix associated with the acquisition of The Brand House Collective, acquisitions, including the effect of $9.2 million of tariff refunds. Additionally, we recorded a $14.0 million purchase price accounting benefit associated with inventory acquired through acquisitions. As the inventory was sold, this adjustment had a benefit to our margins.

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June 30, Six months ended

September 30, Nine months ended

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Sales and marketing expenses $ 43,108 $ 38,209 $ 75,418 $ 69,499

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

Advertising expense included in sales and marketing expenses 40,591 36,653 71,605 66,030 49,062 34,578 122,589 100,608

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Sales and marketing expenses 12.8 % 8.5 %

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and 106 more changes in the filing

Market risk 5 changes

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Interest on the revolving line of credit pursuant to the Loan Agreement described herein would accrue based on market rates plus 1.00%, for a one-month interest period; however, we do not expect that any changes in prevailing interest rates will have a material impact on our results of operations.

The Delayed Draw Term Loan Commitments require the Company to originate a loan at a floating interest rate plus an agreed margin upon request from the borrower, so long as the conditions specified in the Amended Credit Agreement with respect to the origination of such loan are satisfied. The outstanding Delayed Draw Term Loan Commitments expose the Company to the risk that the price of the loans arising from the exercise of the instrument might change from the inception to funding of the loan due to changes in loan interest rate margins; however, we do not expect that any changes in prevailing interest rates will have a material impact on our results of operations.

We are exposed to interest rate risk primarily through our variable-rate borrowings, which bear interest based on SOFR, STIBOR, Nordea Bank's base rate, or other prevailing market rates, plus applicable margins. Our Convertible Notes bear interest at a fixed rate of 5.00% per annum. A hypothetical 10% increase in prevailing interest rates would not have a material impact on our results of operations.

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Most of our sales and operating expenses are denominated in U.S. dollars. and therefore, However, through our net revenue and operating expenses are not currently subject Elfa operations, we have exposure to significant foreign currency risk. fluctuations in the Swedish krona (SEK), which may affect our results of operations and financial position. As we continue to grow our operations internationally, our exposure to foreign currency risk could become more significant.

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The fair values of the equity and debt securities may be subject to fluctuations due to volatility of the stock market in general, investment-specific circumstances, and changes in general economic conditions. At June September 30, 2026, the recorded value in equity securities of private companies was $55.9 $54.9 million. At June September 30, 2026, $17.1 million of the equity securities and $26.0 $17.7 million of the debt securities were measured at fair value using Level 3 inputs. The fair value assessment of private companies includes a review of recent operating results and trends, recent sales/acquisitions of the securities, and other publicly available data. Valuations of private companies are inherently more complex due to the lack of readily available market data. As such, we believe that providing a sensitivity analysis is not practicable. These investments valued using Level 3 inputs represent 65.1% 48.0% of assets measured at fair value. See Note 4—Fair Value Measurement included in Item 1, Part I, Financial Statements (Unaudited) of this Quarterly Report on Form 10-Q for further information. For the equity interest in Medici Ventures, L.P., we record our proportionate share of the entity's reported net income or loss, which reflects the fair value changes of the underlying investments of the entity and any other income or losses of the entity.

Controls and procedures 2 changes

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On April 2, 2026, the Company completed the acquisition of The Brand House Collective ("TBHC"). On June 30, 2026, the Company completed the acquisition ("SFV Acquisition") of TwoPonds, Inc. ("SFV Services"). On July 8, 2026, the Company completed the acquisition of The Container Store Holdings, LLC ("TCS"). As permitted by the Securities and Exchange Commission's guidance regarding recently acquired businesses, management has excluded the internal controls over financial reporting of TBHC, and SFV Services, and TCS from its evaluation of disclosure controls. As of and for the three months ended September 30, 2026, TBHC, SFV Services and TCS accounted for 21% 12%, 3% and 55% respectively, of our total assets and 20% 12%, 2% and 31% respectively, of our net revenue. as of and for the three months ended June 30, 2026.

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Except for the acquisition of TBHC and SFV Services TCS discussed above, there were no changes in our internal control over financial reporting that occurred during the quarter June ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We are currently in the process of incorporating TBHC's, and SFV's and TCS's business processes and systems into our internal control over financial reporting structures.

Risk factors 104 changes

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Other than Except for the risk factors set forth disclosed below, there are have been no material changes from the risk factors previously disclosed in Part I, Item 1A, "Risk Factors," of our the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

We may not realize the expected benefits of our recently announced company name change and ticker change due to potential risks and uncertainties.

We recently announced a change to our Company name from Bed Bath & Beyond, Inc. to Neighborhood Intelligence, Inc. and a change to the ticker symbol for our common stock from BBBY to NXH. Risks and uncertainties associated with these changes could prevent us from realizing the expected benefits of our name change and ticker symbol change.

Any of the following potential risks and uncertainties, if they were to occur, could negatively impact our financial results and prevent us from achieving the expected benefits of these actions:

• brand confusion resulting from our re-naming, re-branding, or damage to our existing brand;

• loss of sales or customers due to confusion resulting from our business re-naming, re-branding, loyalty program re-branding, or otherwise;

• loss of customer traffic directed from third-party search associated with our name change or ticker symbol change;

• disruptions or problems associated with our common stock trading with the new ticker symbol;

• disruptions to our website or ongoing business;

• diversion of the attention of management or key personnel;

• employee fatigue resulting from our implementation efforts; or

• any other unforeseen costs, expenses, losses, disruptions, delays, or negative impacts.

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The TCS Merger will involve substantial costs.

Under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an "ownership change," the corporation may be limited in its ability to use its pre-ownership change net operating loss carryforwards and certain other tax attributes to offset its post-ownership change taxable income or otherwise reduce its income tax liabilities. In general, an "ownership change" will occur if the ownership of our stock by certain stockholders or groups of stockholders changes by more than 50% over a rolling three-year period. Similar rules may apply under state tax laws. Changes in the ownership of our stock, including as a result of issuances of stock in connection with the proposed TCS our merger with TCS, our merger with TBHC and other transactions (some of which may be beyond our control), may result in an ownership change, which could result in increased future income tax liability to us.

Risks Related to the Combined Company with TCS and SFV

The Mergers involve substantial costs.

We, and TCS and SFV have incurred and expect to incur non-recurring costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the TCS Merger and SFV Acquisition (the "Mergers"). These costs and expenses include fees paid to financial, legal, accounting and other advisors, and other related charges.

The combined company will also incur restructuring and integration costs in connection with the TCS Merger. Mergers. The costs related to restructuring will be expensed as a cost of the ongoing results of operations of the combined company. There are processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the TCS Merger Mergers and the integration of TCS's business TCS and SFV's businesses with our business. We expect that the elimination of duplicative costs, strategic benefits, and additional income, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, TCS Merger-related and restructuring costs over time. However, any net benefit may not be achieved in the near term or at all. While we have assumed that certain expenses would be incurred in connection with the TCS Merger Mergers and the other transactions pursuant to the TCS respective merger Agreement, agreements, there are many factors beyond our control that could affect the total amount or the timing of the integration and implementation expenses.

Lawsuits may in the future be filed against us or TCS, or SFV, or against our directors, or TCS's or SFV's principals, challenging the TCS Merger. Mergers.

Transactions such as the TCS Merger Mergers are frequently subject to litigation or other legal proceedings, including actions alleging that our board of directors or the TCS or SFV principals breached their respective fiduciary duties to their stockholders or equity holders by entering into the TCS respective merger Agreement, agreements, by failing to obtain a greater value in the transaction or otherwise. Neither we, nor TCS nor SFV can provide assurance that such litigation or other legal proceedings will not be brought. If litigation or other legal proceedings are in fact brought against us, or TCS or SFV, or against our board of directors or the TCS or SFV principals, we and they will defend against them, but might not be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on our business, results of operations or financial position or that of the combined company, including through the possible diversion of either company's resources or distraction of key personnel.

We, and TCS and SFV have each incurred significant losses in recent years, and we cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of the combined company.

We, and TCS and SFV have each historically used significant amounts of cash in operating activities, and we expect the combined company to continue to use significant amounts of cash to fund ongoing operations, capital requirements, working capital needs, and debt service obligations for the foreseeable future. If the combined company do does not achieve profitability as anticipated, we may be required to allocate additional financial resources, which could adversely affect liquidity, results of operations, or the ability to pursue other strategic initiatives. The incurrence of indebtedness for such purposes would result in increased payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt or secure such debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our liquidity, financial condition, or ability to conduct our business. We cannot be certain when or if the combined company's operations will generate sufficient cash to fully fund ongoing operations or the growth of the combined company.

Combining our business with that of TCS and SFV may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated benefits of the TCS Merger, Mergers, which may adversely affect the combined company's business results and negatively affect the value of the combined company's common stock.

The success of the TCS Merger Mergers will depend on, among other things, the ability of us, and TCS and SFV to combine our businesses in a manner that facilitates growth opportunities. We and TCS have entered into the TCS respective merger Agreement agreements because we believe that the TCS Merger Mergers and the other transactions contemplated by the TCS respective merger Agreement agreements are in the best interests of our respective stockholders and that combining our businesses will produce benefits.

However, we and TCS must successfully combine and integrate our businesses in a manner that permits these benefits to be realized. In addition, the combined company must achieve the anticipated growth without adversely affecting current revenues, liquidity, customer and vendor relationships, and investments in future growth. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the TCS Merger Mergers may not be realized fully, or at all, or may take longer to realize than expected.

An inability to realize the full extent of the anticipated benefits of the TCS Merger Mergers and the other transactions under the TCS respective merger Agreement, agreements, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the common stock of the combined company.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and any potential cost savings, if achieved, may be lower than what we and TCS expect and may take longer to achieve than anticipated. If we and TCS are not able to adequately address integration challenges, we may be unable to successfully integrate operations or realize the anticipated benefits of the integration of the two companies.

The failure to successfully integrate TCS and/or SFV with our businesses and operations in the expected time frame may adversely affect the combined company's future results.

We, and TCS and SFV have operated and will continue to operate independently. There can be no assurance that our businesses can be integrated successfully. It is possible that the integration process could result in the loss of key employees, of either company, the loss of customers, the disruption of either company's or both companies' ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed in integrating our operations in order to realize the anticipated benefits of the TCS Merger Mergers so the combined company performs as expected:

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• combining the businesses and meeting the capital requirements of the combined company, in a manner that permits the combined company to achieve any cost savings or other synergies anticipated to result from the TCS Merger, Mergers, the failure of which would result in the anticipated benefits of the TCS Merger Mergers not being realized in the time frame currently anticipated or at all;

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In addition, at times the attention of certain members of our management and resources may be focused on the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt the business of the combined company.

The combined company may not be able to retain customers or other business relationships, which could have an adverse effect on the combined company's business and operations. Third parties may terminate or alter existing contracts or relationships with us, or TCS or SFV.

The combined company may experience impacts on relationships with customers, suppliers, vendors, landlords, and other counterparties that may harm the combined company's business and results of operations. Certain counterparties may no longer desire to do business with the combined company following the TCS Merger, Mergers, may seek to renegotiate commercial terms, or may terminate, reduce, or fail to renew existing relationships. There can be no guarantee that customers and other third parties will remain with or continue to have a relationship with the combined company following the TCS Merger. Mergers. If any customers or other counterparties stop doing business with the combined company, then the combined company's business and results of operations may be harmed.

We, and TCS and SFV also have contracts with landlords, licensors and other business partners which may contain limitations applicable to such contracts following the TCS Merger. Mergers. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue, incur costs and lose rights that may be material to the combined company's business. In addition, third parties with whom we, or TCS or SFV currently have relationships may terminate or otherwise reduce the scope of their relationship with either party following the TCS Merger. Mergers. Any such disruptions could limit the combined company's ability to achieve the anticipated benefits of the TCS Merger. Mergers.

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The Pending Mergers may not be completed and the Merger Agreements may be terminated in accordance with their terms.

The Fathom Merger Agreement and the F9 Merger Agreement (together with the Fathom Merger Agreement, the "Merger Agreements") are subject to a number of conditions that must be satisfied or waived (to the extent permitted) prior to the completion of our proposed merger with, as applicable, FTHM and F9 (together, the "Pending Mergers"). The conditions to the completion of the Pending Mergers, some of which are beyond the control of the Company, Fathom and F9, may not be satisfied or waived in a timely manner or at all, and, accordingly, the Pending Mergers may be delayed or not completed. Additionally, either the Company or Fathom and F9 may terminate the Pending Merger Agreements, as applicable, under certain circumstances.

If the Merger Agreements are not completed, the ongoing business of the Company may be adversely affected and, without realizing any of the expected benefits of having completed the Pending Mergers, we would be subject to a number of risks, including the following:

The combined company may be exposed to increased litigation from stockholders, customers, suppliers, distributors, consumers and other third parties due to the combination of our, and TCS's and SFV's businesses following the TCS Merger. Mergers. Such litigation may have an adverse impact on the combined company's business and results of operations or may cause disruptions to the combined company's operations.

Due to the TCS Merger, Mergers, we may be required to recognize impairment charges for goodwill and other intangible assets.

We anticipate that we will have a significant amount of goodwill and other intangible assets on our consolidated balance sheet following the TCS Merger. Mergers. Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business combinations, such as the TCS Merger. Mergers. If the carrying amount exceeds fair value, an impairment loss is recognized. Goodwill is tested for impairment at least annually, or when we determine that a triggering event has occurred. Significant negative industry or economic trends, disruptions to our business, the impact of acquired businesses (including an inability to effectively integrate acquired businesses), unexpected significant changes, planned changes in use of the assets, divestitures and market capitalization declines may impair goodwill and other intangible assets. We may recognize impairment charges for goodwill and other intangible assets. Any charges relating to such impairments could materially and adversely affect our results of operations in the periods recognized, which could result in an adverse effect on the market price of our common stock.

The market price for shares of our common stock following the TCS Merger Mergers may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of shares of our common stock.

Our stockholders and the former equity holders and creditors of TCS and SFV who were entitled to receive merger consideration under the TCS respective merger Agreement agreements now hold shares of common stock in the combined company. The business businesses of TCS differs and SFV differ from our business, and, accordingly, the results of operations and prospects of the combined company will be affected by some factors that are different from those currently or historically affecting our results of operations and the market price of our common stock.

Former TCS equity holders and creditors who received shares of our common stock or the 2033 Convertible Notes in the TCS Merger may decide not to hold such securities following the TCS Merger, and our existing stockholders before the TCS Merger Mergers may decide to reduce their investment in us as a result of changes to our investment profile following the TCS Merger. Mergers. Sales of our common stock after the closing, closings, or the perception that such sales may occur, as well as future conversion of the 2033 Convertible Notes into shares of our common stock, could have the effect of depressing the market price of the common stock of the combined company.

Risks Related to the Termination of the Fathom and F9 Mergers

The termination of the Fathom Merger Agreements Agreement and the F9 Merger Agreement could negatively impact our business and the trading prices of our common stock.

As the Fathom Merger Agreement and the F9 Merger Agreement have been terminated, we are subject to a number of risks, including the following:

• failure to complete the proposed Pending Mergers Fathom Merger or the F9 Merger may result in negative publicity and a negative impression of us in the investment community;

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Our current stockholders will have a reduced ownership and voting interest in us after the Pending Mergers compared to their current ownership and will exercise less influence over management.

Based on the number of issued and outstanding shares of common stock as of June 30, 2026, it is expected that Fathom and F9 equity holders and creditors entitled to receive merger consideration will collectively own up to approximately 21%, of our outstanding shares of common stock after giving effect to the Pending Mergers. As a result of the Pending Mergers, assuming consummated, our current stockholders will own a smaller percentage of the combined company than they currently own, and as a result will have less influence on our management and policies of the combined company than they now have on our management and policies, as the case may be.

Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the Pending Mergers.

The Pending Mergers are subject to a number of conditions to closing as specified in the respective Merger Agreements. No assurance can be given that these approvals, financings, consents and other required conditions to closing will be obtained or satisfied, and, if they are obtained or satisfied, no assurance can be given as to their timing or the terms on which they are obtained. Any delay in completing the Pending Mergers could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Pending Mergers are successfully completed within the expected time frame.

Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the Pending Mergers.

The success of the Pending Mergers will depend in part on the combined company's ability to retain the talents and dedication of the professionals currently employed by us and Fathom and F9. It is possible that these employees may decide not to remain with us or Fathom or F9, as applicable, while the Pending Mergers are pending, or with the combined company if the mergers are consummated. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company's business activities may be adversely affected and management's attention may be diverted from successfully integrating us and Fathom or F9 to hiring suitable replacements, all of which may cause the combined company's business to suffer. In addition, we and Fathom or F9 may not be able to locate suitable replacements for any key employees who leave either company or offer employment to potential replacements on reasonable terms. In addition, there could be disruptions to or distractions for the workforce and management, including disruptions associated with integrating employees into the combined company. No assurance can be given that the combined company will be able to attract or retain key employees of ours and Fathom or F9 to the same extent that those companies have been able to attract or retain their own employees in the past.

The Pending Mergers, and uncertainty regarding the Pending Mergers, may cause customers, strategic partners and others to delay or defer decisions concerning us or Fathom or F9 and adversely affect each company's ability to effectively manage its respective business.

The Pending Mergers will occur only if the stated conditions are met, including the receipt of required approvals, and consents among other conditions. Many of these conditions are beyond our control and Fathom and F9's control, and all parties also have certain rights to terminate the Pending Merger Agreements under certain circumstances.

Accordingly, there may be uncertainty regarding the completion of the Pending Mergers. This uncertainty may cause customers, strategic partners or others that deal with us or Fathom or F9 to delay or defer entering into contracts with us or making other decisions concerning us or seek to change or cancel existing business relationships with us, which could negatively affect the business of either company. Any delay or deferral of those decisions or changes in existing agreements could have an adverse impact on our business, regardless of whether the Pending Mergers are ultimately completed.

The Pending Mergers will involve substantial costs.

We, Fathom and F9 have incurred and expect to incur non-recurring costs associated with combining the operations of the companies, as well as transaction fees and other costs related to the Pending Mergers. These costs and expenses include fees paid to financial, legal, accounting and other advisors, and other related charges. Some of these costs are payable by us regardless of whether the Pending Mergers are completed.

The combined company will also incur restructuring and integration costs in connection with the Pending Mergers. The costs related to restructuring will be expensed as a cost of the ongoing results of operations of the combined company. There are processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the Pending Mergers and the integration of Fathom and F9's businesses with our business. We expect that the elimination of duplicative costs, strategic benefits, and additional income, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, merger related and restructuring costs over time. However, any net benefit may not be achieved in the near term or at all. Many of these costs will be borne by us even if the Pending Mergers are not completed. While we have assumed that certain expenses would be incurred in connection with the Pending Mergers and the other transactions contemplated by the Merger Agreements, there are many factors beyond our control that could affect the total amount or the timing of the integration and implementation expenses.

Lawsuits may in the future be filed against us or Fathom or F9, or against our directors or Fathom or F9's principals, challenging the Pending Mergers, and an adverse ruling in any such lawsuit may prevent the Pending Mergers from becoming effective or from becoming effective within the expected time frame.

Transactions such as the proposed Pending Mergers are frequently subject to litigation or other legal proceedings, including actions alleging that the respective board of directors breached their respective fiduciary duties to their stockholders or equity holders by entering into the Merger Agreements, by failing to obtain a greater value in the transaction or otherwise. Neither we nor Fathom or F9 can provide assurance that such litigation or other legal proceedings will not be brought. If litigation or other legal proceedings are in fact brought against us, Fathom or F9, or against the respective board of directors, we and they will defend against them, but might not be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on our business, results of operations or financial position or that of the combined company, including through the possible diversion of either company's resources or distraction of key personnel.

Furthermore, one of the conditions to the completion of each of the Pending Mergers is that no law or order restraining, enjoining, making illegal, or otherwise prohibiting the consummation of the Pending Mergers be in effect. As such, if any plaintiff or governmental authority is successful in obtaining such relief, that relief may prevent the Pending Mergers from becoming effective or from becoming effective within the expected time frame.

Future sales or other distributions of our stock may depress our stock price or subject us to limitations on our ability to use our net operating loss and tax credit carryforwards.

Sales or other distributions of a substantial number of shares of our common stock, in the public market or otherwise, by us or by a significant stockholder, have in the past and could in the future, depress the trading price of our common stock and impair our ability to raise capital through the sale of additional equity securities.

In addition, we have in the past and may in the future issue additional shares of our common or preferred stock from time to time in amounts that may be significant. We have sold common stock including under our "at the market" sales agreement and in follow-on underwritten offerings in the past and may do so in the future. We also previously issued a class of preferred stock that was publicly traded and may in the future issue preferred stock that is publicly traded. The sale of substantial amounts of our common or any preferred stock, by us or a significant stockholder, or the perception that these sales may occur, could adversely affect the trading prices of our securities.

Under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an "ownership change," the corporation may be limited in its ability to use its pre-ownership change net operating loss carryforwards and certain other tax attributes to offset its post-ownership change taxable income or otherwise reduce its income tax liabilities. In general, an "ownership change" will occur if the ownership of our stock by certain stockholders or groups of stockholders changes by more than 50% over a rolling three-year period. Similar rules may apply under state tax laws. Changes in the ownership of our stock, including as a result of issuances of stock in connection with the Pending Mergers, our merger with TCS, our merger with TBHC and other transactions (some of which may be beyond our control), may result in an ownership change, which could result in increased future income tax liability to us.

Risks Related to the Combined Company with Fathom and F9

We have incurred significant losses in recent years, and we cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of the combined company.

We have historically used significant amounts of cash in operating activities, and we expect the combined company to continue to use significant amounts of cash to fund ongoing operations, capital requirements, working capital needs, and debt service obligations for the foreseeable future. If we, Fathom, F9, or the combined company do not achieve profitability as anticipated, we may be required to allocate additional financial resources, which could adversely affect liquidity, results of operations, or the ability to pursue other strategic initiatives. The incurrence of indebtedness for such purposes would result in increased payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt or secure such debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our liquidity, financial condition, or ability to conduct our business. We cannot be certain when or if our, Fathom's, F9's, or the combined company's operations will generate sufficient cash to fully fund ongoing operations or the growth of the combined company.

Combining our business with that of Fathom or F9 may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated benefits of the Pending Mergers, which may adversely affect the combined company's business results and negatively affect the value of the combined company's common stock.

The success of the Pending Mergers, if consummated, will depend on, among other things, the ability of us, Fathom and F9 to combine our businesses in a manner that facilitates growth opportunities. We, Fathom and F9 have entered into the respective Merger Agreements because we believe that the Pending Mergers and the other transactions contemplated by the Merger Agreements are in the best interests of our respective stockholders and that combining our businesses will produce benefits.

However, we, Fathom and F9 must successfully combine and integrate our businesses in a manner that permits these benefits to be realized. In addition, the combined company must achieve the anticipated growth without adversely affecting current revenues, liquidity, customer and vendor relationships, and investments in future growth. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the Pending Mergers may not be realized fully, or at all, or may take longer to realize than expected.

An inability to realize the full extent of the anticipated benefits of the Pending Mergers and the other transactions contemplated by the Merger Agreements, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the common stock of the combined company.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and any potential cost savings, if achieved, may be lower than what we, Fathom and F9 expect and may take longer to achieve than anticipated. If we, Fathom and F9 are not able to adequately address integration challenges, we may be unable to successfully integrate operations or realize the anticipated benefits of the integration of the companies.

The failure to successfully integrate Fathom or F9 with our businesses and operations in the expected time frame may adversely affect the combined company's future results.

We, Fathom and F9 have operated and, until the completion of the Pending Mergers, will continue to operate independently. There can be no assurance that our businesses can be integrated successfully. It is possible that the integration process could result in the loss of key employees of either company, the loss of customers, the disruption of either company's or both companies' ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed in integrating our operations in order to realize the anticipated benefits of the Pending Mergers so the combined company performs as expected:

• combining the companies' operations and corporate functions;

• combining the businesses and meeting the capital requirements of the combined company, in a manner that permits the combined company to achieve any cost savings or other synergies anticipated to result from the Pending Mergers, the failure of which would result in the anticipated benefits of the Pending Mergers not being realized in the time frame currently anticipated or at all;

• integrating the companies' technologies and technologies licensed from third parties;

• integrating and unifying the offerings and services available to customers;

and 24 more changes in the filing

Unregistered sales of stock 9 changes

None not otherwise reported on a Current Report on Form 8-K.

The following table sets forth information with respect to repurchases of shares of our common stock made during the quarter ended September 30, 2026 (in thousands, except share and per share data):

Period Total Number of Common Shares Purchased (1) Average Price Paid per Common Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that may yet be Purchased under the Plans or Programs

July 1 - July 31 286,663 $ 4.94 — $ —

August 1 - August 31 23,094 $ 4.30 — $ —

September 1 - September 30 — $ — — $ —

Total 309,757 $ 4.89 — $ —

(1) Includes (i) 286,663 shares of our common stock which we repurchased in connection with the merger with TCS in settlement of participation agreements between us and certain lenders and (ii) an aggregate of 23,094 shares of our common stock purchased by Mr. Lemonis.

(2) Average price paid per share excludes any broker commissions and other costs of execution, including excise taxes.

Other information 1 change

2 unchanged paragraphs

During the three months ended June September 30, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.