SUBSEQUENT EVENTS	6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	17. SUBSEQUENT EVENTS Completion of the Acquisition of The Container Store Holdings, LLC On July 8, 2026 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 (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”). Pursuant to the terms and conditions of the Merger Agreement, the Company 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. On the Closing Date, the Company entered into an indenture (the “Indenture”), among the Company, the guarantors from time to time party thereto and Computershare Trust Company, National Association, as trustee, with respect to $112.6 million aggregate principal amount of the Company’s 5.00% Convertible Senior Notes due 2033 (the “Convertible Notes”) to be issued pursuant to the Merger Agreement. The Convertible Notes are senior, unsecured obligations of the Company and accrue interest payable 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 certain subsidiaries of the Company. Under 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 and regulations in connection with the issuance of its 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 Convertible 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 Convertible Notes will increase to 12.00% per year until such stockholder approval is obtained. The conversion rate is initially 109.8901 shares of Common Stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $9.10 per share of Common Stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, 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. The total preliminary purchase price consideration amounted to $168.6 million, representing (i) 13,714,287 shares of the Company’s common stock with a preliminary fair value of $67.7 million or $4.94 per share, based on the Company's closing share price of $5.37 on July 8, 2026, adjusted for a discount for lack of marketability of $0.43 per share due to the unregistered status of the shares issued, (ii) debt incurred for the issuance of Convertible Notes with a preliminary fair value of $108.4 million, (iii) less $7.5 million for the effective settlement of a pre-existing relationship short-term loan due to TCS Inc. The acquisition is being accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed is currently being finalized. Management’s initial estimates of the fair value of identified intangible assets and other purchase accounting adjustments are reflected in the unaudited pro forma condensed combined financial information included in the Company’s Current Report on Form 8-K, filed concurrently with this Quarterly Report. The Company will disclose its formalized preliminary purchase price allocation and the required supplemental pro forma financial disclosures within its Note for Business Combinations in the Quarterly Report on Form 10-Q for the period ending September 30, 2026. Short-term Loan On July 10, 2026, the Company repaid the $7.5 million short-term loan to TCS Inc. Refer to Note 8—Borrowings for additional information on this transaction. Participation Agreement In January 2026 and November 2025, the Company purchased from certain lenders, via participation agreements for par/near par trades, a portion of the loans issued by TCS Inc. pursuant to the Term Loan Credit Agreement, dated as of January 28, 2025, as subsequently amended (“TCS Credit Agreement”). The aggregate purchase price for the Company’s participation in certain loans issued pursuant to the TCS Credit Agreement was $8.6 million. As a result of these transactions, the Company participated in the rights to the payment of interest and repayment of the loans and any exercise of rights or remedies related thereto. Immediately after the closing of the Merger on July 8, 2026, the participation agreements between the Company and certain lenders were settled. The carrying value of the participation on that date was $9.1 million, representing an aggregate purchase price of $8.6 million and accrued interest of $0.5 million. In connection with the settlement, the Company (i) received cash of $6.4 million, (ii) repurchased 286,663 shares of Common Stock with a fair value of $1.4 million and will hold those shares in treasury, and (iii) cancelled $1.3 million aggregate principal amount of Convertible Notes with a fair value of $1.3 million. Merger Agreement with F9 Brands, Inc. On July 23, 2026 (the “Effective Date”), the Company entered into an Agreement and Plan of Merger (the “F9 Merger Agreement”) by and among the Company, 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 (“F9”), and, solely for certain provisions thereof, Tom Sullivan, the indirect owner of Seller. Pursuant to the F9 Merger Agreement, and subject to the terms and conditions set forth therein, Merger Sub 1 will merge with and into F9 (the “First Merger”), immediately followed by the merger of F9 with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Mergers as a wholly owned subsidiary of the Company. As this transaction has not closed prior to the issuance of these financial statements, the initial accounting for the business combination under ASC 805 has not yet been determined. Pursuant to the terms of the F9 Merger Agreement, the aggregate merger consideration expected to be delivered at closing includes (i) $7.0 million in cash, (ii) approximately 18.1 million shares of the Company’s common stock, subject to certain adjustments, including reductions related to cash payments under employee incentive arrangements, (iii) the transfer of certain real estate assets consisting of two manufacturing facilities in Sweden and one manufacturing facility in Poland, (iv) a promissory note in the principal amount of $4.6 million, repayable by the Company within 90 days following closing and guaranteed by the Company, and (v) earnout consideration of up to $12.5 million, payable upon the achievement of specified trailing twelve-month EBITDA targets at the end of any fiscal quarter beginning with the quarter ending September 30, 2026 through December 31, 2031. The completion of the Mergers is subject to customary closing conditions, including, among other things, (i) the absence of legal restraints or orders prohibiting the transaction, (ii) the absence of pending or threatened proceedings that would reasonably be expected to materially impair consummation of the transaction, (iii) the absence of a Material Adverse Effect as defined in the F9 Merger Agreement, (iv) the delivery of customary closing documents by the parties, (v) receipt of specified audited and unaudited financial statements of F9, and (vi) the accuracy of representations and warranties and compliance with covenants by the respective parties. In connection with the F9 Merger Agreement, the Company and Seller are expected to enter into a registration rights and lock-up agreement at closing. Under the contemplated arrangement, the Company will be required to file a resale shelf registration statement covering the shares issued as merger consideration following closing and will grant Seller customary registration rights. In addition, 50% of the shares issued as merger consideration will be subject to transfer restrictions for a period of twelve months following the closing date, subject to certain customary exceptions. Seller and its affiliates will also be subject to certain standstill restrictions for a period of twenty-four months following closing. The F9 Merger Agreement may be terminated under certain circumstances, including at the election of either party on or after October 31, 2026, subject to specified exceptions, by mutual written consent of the parties, or upon certain breaches of representations, warranties, or covenants that are not timely cured. The transaction is expected to close during the third quarter of 2026.

On July 8, 2026 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 (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”).

Pursuant to the terms and conditions of the Merger Agreement, the Company 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.

On the Closing Date, the Company entered into an indenture (the “Indenture”), among the Company, the guarantors from time to time party thereto and Computershare Trust Company, National Association, as trustee, with respect to $112.6 million aggregate principal amount of the Company’s 5.00% Convertible Senior Notes due 2033 (the “Convertible Notes”) to be issued pursuant to the Merger Agreement. The Convertible Notes are senior, unsecured obligations of the Company and accrue interest payable 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 certain subsidiaries of the Company.

Under 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 and regulations in connection with the issuance of its 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 Convertible 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 Convertible Notes will increase to 12.00% per year until such stockholder approval is obtained.

The conversion rate is initially 109.8901 shares of Common Stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $9.10 per share of Common Stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, 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.

The total preliminary purchase price consideration amounted to $168.6 million, representing (i) 13,714,287 shares of the Company’s common stock with a preliminary fair value of $67.7 million or $4.94 per share, based on the Company's closing share price of $5.37 on July 8, 2026, adjusted for a discount for lack of marketability of $0.43 per share due to the unregistered status of the shares issued, (ii) debt incurred for the issuance of Convertible Notes with a preliminary fair value of $108.4 million, (iii) less $7.5 million for the effective settlement of a pre-existing relationship short-term loan due to TCS Inc.

The acquisition is being accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed is currently being finalized. Management’s initial estimates of the fair value of identified intangible assets and other purchase accounting adjustments are reflected in the unaudited pro forma condensed combined financial information included in the Company’s Current Report on Form 8-K, filed concurrently with this Quarterly Report. The Company will disclose its formalized preliminary purchase price allocation and the required supplemental pro forma financial disclosures within its Note for Business Combinations in the Quarterly Report on Form 10-Q for the period ending September 30, 2026.

In January 2026 and November 2025, the Company purchased from certain lenders, via participation agreements for par/near par trades, a portion of the loans issued by TCS Inc. pursuant to the Term Loan Credit Agreement, dated as of January 28, 2025, as subsequently amended (“TCS Credit Agreement”). The aggregate purchase price for the Company’s participation in certain loans issued pursuant to the TCS Credit Agreement was $8.6 million. As a result of these transactions, the Company participated in the rights to the payment of interest and repayment of the loans and any exercise of rights or remedies related thereto.

Immediately after the closing of the Merger on July 8, 2026, the participation agreements between the Company and certain lenders were settled. The carrying value of the participation on that date was $9.1 million, representing an aggregate purchase price of $8.6 million and accrued interest of $0.5 million. In connection with the settlement, the Company (i) received cash of $6.4 million, (ii) repurchased 286,663 shares of Common Stock with a fair value of $1.4 million and will hold those shares in treasury, and (iii) cancelled $1.3 million aggregate principal amount of Convertible Notes with a fair value of $1.3 million.

On July 23, 2026 (the “Effective Date”), the Company entered into an Agreement and Plan of Merger (the “F9 Merger Agreement”) by and among the Company, 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 (“F9”), and, solely for certain provisions thereof, Tom Sullivan, the indirect owner of Seller. Pursuant to the F9 Merger Agreement, and subject to the terms and conditions set forth therein, Merger Sub 1 will merge with and into F9 (the “First Merger”), immediately followed by the merger of F9 with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Mergers as a wholly owned subsidiary of the Company. As this transaction has not closed prior to the issuance of these financial statements, the initial accounting for the business combination under ASC 805 has not yet been determined.

Pursuant to the terms of the F9 Merger Agreement, the aggregate merger consideration expected to be delivered at closing includes (i) $7.0 million in cash, (ii) approximately 18.1 million shares of the Company’s common stock, subject to certain adjustments, including reductions related to cash payments under employee incentive arrangements, (iii) the transfer of certain real estate assets consisting of two manufacturing facilities in Sweden and one manufacturing facility in Poland, (iv) a promissory note in the principal amount of $4.6 million, repayable by the Company within 90 days following closing and guaranteed by the Company, and (v) earnout consideration of up to $12.5 million, payable upon the achievement of specified trailing twelve-month EBITDA targets at the end of any fiscal quarter beginning with the quarter ending September 30, 2026 through December 31, 2031.

The completion of the Mergers is subject to customary closing conditions, including, among other things, (i) the absence of legal restraints or orders prohibiting the transaction, (ii) the absence of pending or threatened proceedings that would reasonably be expected to materially impair consummation of the transaction, (iii) the absence of a Material Adverse Effect as defined in the F9 Merger Agreement, (iv) the delivery of customary closing documents by the parties, (v) receipt of specified audited and unaudited financial statements of F9, and (vi) the accuracy of representations and warranties and compliance with covenants by the respective parties.

In connection with the F9 Merger Agreement, the Company and Seller are expected to enter into a registration rights and lock-up agreement at closing. Under the contemplated arrangement, the Company will be required to file a resale shelf registration statement covering the shares issued as merger consideration following closing and will grant Seller customary registration rights. In addition, 50% of the shares issued as merger consideration will be subject to transfer restrictions for a period of twelve months following the closing date, subject to certain customary exceptions. Seller and its affiliates will also be subject to certain standstill restrictions for a period of twenty-four months following closing.