This filing confirms no changes to the previously announced deal terms. Monitor for the filing of the S-4 registration statement and the FTHM shareholder vote. The deal is subject to regulatory and shareholder approvals; any delays or opposition could impact the timeline.
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Executive Summary
Bed Bath & Beyond (BBBY) filed this 425 communication confirming the definitive merger agreement to acquire Fathom Holdings (FTHM) in an all-stock transaction valued at approximately $53.38 million. Each FTHM share will be exchanged for 0.2236 shares of BBBY common stock, with the deal expected to close in the second half of 2026. This filing reiterates previously disclosed terms with no changes, serving as a routine M&A communication.
Key Financial Metrics
Key Facts
- FTHM shareholders will receive 0.2236 BBBY shares per FTHM share held.
- Deal valued at approximately $53.38 million based on the Equity Value of the Company.
- FTHM must pay a $2,000,000 termination fee if the deal is terminated under certain circumstances.
- Voting agreements secured with certain FTHM stockholders to vote in favor of the merger.
- Conditions include FTHM shareholder approval, SEC effectiveness of Form S-4, and NYSE listing of BBBY shares.
- Outside date for closing is December 16, 2026, extendable to December 31, 2026.
Financial Impact
FTHM shareholders receive BBBY stock at a fixed exchange ratio of 0.2236; deal value approximately $53.38 million.
Risk Factors
- Failure to obtain FTHM shareholder approval.
- Regulatory or antitrust hurdles delaying or blocking the merger.
- BBBY stock price decline reducing the effective consideration for FTHM shareholders.
- Termination of the agreement before closing.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001140361-26-025608 |
| Document: 0001140361-26-025608-index-headers.html | 0001140361-26-025608 |
| Document: 0001140361-26-025608-index.html | 0001140361-26-025608 |
| Document: 0001140361-26-025608.txt | 0001140361-26-025608 |
Filters
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|---|---|---|---|---|---|
Oct 5, 2026 21d ago | 8-K | $0.2230 $0.2000 | ▲ +10.31% | ▲ +10.18% | $0.1840 (+17.49%) |
Sep 25, 2026 4w ago | 8-K | $0.5830 $0.3344 | ▼ −42.64% | ▼ −42.42% | $0.1840 (−68.44%) |
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Jun 17, 2026 18w ago | 8-K | $1.11 $1.17 | ▲ +5.41% | ▲ +6.45% | $0.1840 (−83.42%) |
May 29, 2026 21w ago | 8-K | $0.5830 $0.4950 | ▲ +15.09% | ▲ +12.34% | $0.1840 (+68.44%) |
Apr 30, 2026 25w ago | 10-K/A | $0.9120 $0.8180 | ▼ −10.31% | ▼ −12.03% | $0.1840 (−79.82%) |
Mar 30, 2026 30w ago | 8-K | $0.5300 $0.8780 | ▼ −65.66% | ▼ −61.72% | $0.1840 (+65.28%) |
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