{"url_path":"/sec/bbby/8-k/2026-07-09/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1130713/0001140361-26-028107-index.html","accession_number":"0001140361-26-028107","cik":"0001130713","ticker":"BBBY","issuer_name":"NEIGHBORHOOD INTELLIGENCE, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1130713/0001140361-26-028107-index.html","primary_entity_key":"0001130713","primary_entity_name":"BED BATH & BEYOND, INC."},"word_count":1250,"has_tables":true,"body_markdown":"Item 1.01.\n\nEntry into a Material Definitive Agreement.\n\n \n\nOn July 8, 2026 (the “Closing Date”), Bed Bath & Beyond, Inc., a Delaware\ncorporation (the “Company”), 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, dated as of April 2, 2026 (the “Merger Agreement”), by and among the Company, TCS Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“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”).\n\n \n\nRegistration Rights and Lock-Up Agreement\n\n \n\nOn the Closing Date, the Company and each person listed under the header “Initial Holders” on the signature pages thereto (the “Holders”) entered into a registration rights and lock-up agreement (the “Registration Rights Agreement”).\n\nUnder the Registration Rights Agreement, the Company is required to file a shelf registration statement covering the resale of the shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) to be received pursuant to the Merger Agreement, the shares of Common Stock issuable upon conversion of the Convertible Notes (as defined below) and the shares issued pursuant to the\nLetter Agreement (as defined below) as soon as reasonably practicable following the closing of the Merger and no later than the 60th day following the Closing Date. The Holders, collectively, are permitted to make two demands that the Company\nconsummate an underwritten take-down off of any such registration statement within any 12-month period (subject to certain limitations and customary conditions, including a minimum net aggregate offering price of $25.0 million). Furthermore, the\nHolders have piggyback registration rights when the Company proposes to register certain of its equity securities. The Company is required to bear all expenses incurred in connection with the filing of any such registration statements and any such\nofferings, other than underwriting discounts and commissions of the sale of Registrable Securities (as defined in the Registration Rights Agreement).\n\n \n\nIn addition, during the Lock-Up Period (as defined below), the Holders are prohibited from transferring two-thirds of the shares of Common Stock to be received pursuant\nto the Merger Agreement that each Holder receives (the “Lock-Up Shares”), subject to certain customary exceptions. Under the Registration Rights Agreement,\nthe “Lock-Up Period” is the period commencing on the Closing Date and (a) with respect to 50% of the Lock-Up Shares, ending on the earlier of (i) the 180th\nday following the Closing Date and (ii) the date on which the daily volume-weighted average price (the “VWAP”) of the Common Stock on the New York Stock\nExchange (the “NYSE”) equals or exceeds $9.80 per share for 20 consecutive trading days; and (b) with respect to the other 50% of the Lock-Up Shares, ending\non the earlier of (i) the 270th day following the Closing Date and (ii) the date on which the VWAP of the Common Stock on the NYSE equals or exceeds $14.00 per share for 20 consecutive trading days.\n\n \n\nThe foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form\nof the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\nIndenture and Issuance of Convertible Senior Notes due 2033\n\n \n\nOn the Closing Date, the Company entered into an indenture (the “Indenture”),\namong the Company, the guarantors from time to time party thereto and Computershare Trust Company, National Association, as trustee, with respect to $112,553,000 aggregate principal amount of the Company’s 5.00% Convertible Senior Notes due 2033 (the\n“Convertible Notes”) to be issued pursuant to the Merger Agreement. The Convertible Notes are senior, unsecured obligations of the Company and accrue interest\npayable semiannually in arrears at a 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\ncertain subsidiaries of the Company.\n\n \n\nUnder the Indenture, the Company agrees to use its reasonable best efforts to obtain the approval of its stockholders that is required under the applicable NYSE rules\nand regulations in connection with the issuance of Common Stock. The Indenture provides that if the Company has not obtained such stockholder approval on or before the three-month anniversary of the Closing Date, the interest payable on the\nConvertible Notes will increase to 10.00% per year until such stockholder approval is obtained and if the Company has not obtained such stockholder approval on or before the six-month anniversary of the Closing Date, the interest payable on the\nConvertible Notes will increase to 12.00% per year until such stockholder approval is obtained.\n\n \n\nA holder of Convertible Notes is entitled to convert all or any portion of its Convertible Notes into shares of Common Stock at its option at any time prior to the close\nof business on the business day immediately preceding the earlier of (a) the Requisite Stockholder Approval Date (as defined in the Indenture), (b) the date of the Company’s annual meeting of common stockholders held in calendar year 2028 and (c)\nJune 1, 2028 (the earliest of such date, the “Free Conversion Date”), only upon the occurrence of specified corporate events. On or after the Free Conversion\nDate until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its Convertible Notes at any time, regardless of the foregoing circumstances.\n\n \n\nThe conversion rate is initially 109.8901 shares of Common Stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of\napproximately $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\ndate, the Company 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.\n\n \n\nIf the Company undergoes certain fundamental changes, holders are entitled to require the Company to repurchase for cash all or any portion of their Convertible Notes at\na fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.\n\n \n\nThe Indenture provides for customary events of default, which, if any of them occurs, would permit or require the principal, interest and any other monetary obligations\non all outstanding Convertible Notes to become due and payable immediately.\n\n \n\nThe foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Indenture, a\ncopy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\nThe foregoing description of the Convertible Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the\nConvertible Note, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference."}