3B家居美股招股说明书(2026-01-30版)

Dear Shareholder: You are cordially invited to attend a special meeting (including any adjournment or postponement thereof, the “Special Meeting”) ofthe shareholders of The Brand House Collective, Inc., a Tennessee corporation (“TBHC”, “we,” “us” or “our”), to be held onTuesday,March 17, 2026, at 9:00 a.m., Central Time at TBHC’s headquarters, 5310 Maryland Way, Brentwood, Tennessee 37027. Prior tothe Special Meeting, you will be able to vote by Internet, by telephone or by mail. Holders of record of TBHC’s common stock, no parvalue per share (“TBHC Common Stock”) at the close of business on January20, 2026 (the “Record Date”), will be entitled to vote at theSpecial Meeting or any adjournment thereof. We encourage you to allow ample time for check-in. The doors will open at 8:30 a.m.,Central Time. On November24, 2025, TBHC entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Bed Bath & Beyond,Inc. (“BBBY”) and Knight Merger Sub II, Inc., a wholly owned subsidiary of BBBY (“Merger Sub”), that provides for the acquisition ofTBHC by BBBY. The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth therein,Merger Sub will merge with and into TBHC, with TBHC surviving as a wholly owned subsidiary of BBBY (the “Merger”). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each shareof TBHC Common Stock issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive0.1993 shares (the “Exchange Ratio”) of BBBY’s common stock, par value $0.0001 per share (“BBBY Common Stock”), plus cash in lieuofany fractional shares of BBBY Common Stock that otherwise would have been issued(such consideration,the“MergerConsideration”). Given that the Exchange Ratio is fixed, the market value of the Merger Consideration to TBHC’s shareholders may fluctuate with themarket price of BBBY Common Stock and will not be known at the time that TBHC’s shareholders vote on the Merger. Based on theBBBY Common Stock price of $5.56 per share, which was the closing sale price per share of the BBBY Common Stock on the New YorkStock Exchange (“NYSE”) on November21, 2025, the last full trading day prior to public announcement of the Merger, the implied valueof the Merger Consideration to TBHC’s shareholders was approximately $1.11 per share of TBHC Common Stock. On January29, 2026,the last trading day before the date of the filing of this proxy statement/prospectus, the closing price of BBBY Common Stock on NYSEwas $6.29 per share, resulting in an implied value of the Merger Consideration to TBHC shareholders of $1.25 per share of TBHCCommon Stock. We encourage you to obtain current quotes for both the BBBY Common Stock and TBHC Common Stock before votingat the Special Meeting. At the Special Meeting, you will be asked to consider and vote on (a) a proposal to adopt the Merger Agreement (the “MergerProposal”), (b) a proposal to approve on an advisory (non-binding) basis the compensation that may be paid or become payable to TBHC’snamed executive officers that is based on or otherwise relates to the Merger (the “Merger-Related Compensation Proposal”) and (c) aproposal to adjourn the Special Meeting to another time and place to solicit additional proxies, if necessary or appropriate, if there areinsufficient votes to approve the Merger Proposal (the “Adjournment Proposal”).TBHC’s board of directors (the “TBHC Board”)unanimously recommends that you vote “FOR” each of the three proposals to be considered at the Special Meeting. We cannot complete the Merger unless the Merger Proposal is approved by TBHC’s shareholders. Assuming a quorum is present atthe Special Meeting, approval of the Merger Proposal requires the affirmative vote of (i) the holders of at least a majority of the votingpower of the outstanding shares of TBHC Common Stock entitled to vote at the Special Meeting on the Merger Proposal and (ii) amajority of the votes cast by shareholders of TBHC other than BBBY, any affiliate of BBBY, or any director, officer or employee ofBBBY or its subsidiaries; provided that, TBHC shall not be deemed to be an affiliate of BBBY for these purposes.Your vote on thesematters is very important, regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting,please vote by proxy over the Internet or telephone using the instructions included with the proxy card accompanying this proxystatement/prospectus, or otherwise follow the voting instructions provided in this proxy statement/prospectus. This proxy statement/prospectus provides you with important information about the Special Meeting, the Merger and each ofthe proposals. We encourage you to read the entire document carefully, in particular the information under “Risk Factors” for adiscussion of risks relevant to the Merger. We look forward to the successful completion of the Merg