Exhibit 99.8

 

Introduction

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and gives effect to the following acquisitions (collectively, the “Business Combinations”), using the assumptions and adjustments described in the accompanying notes.

 

On April 2, 2026, Bed Bath & Beyond, Inc., a Delaware corporation (‘‘BBBY’’), completed the acquisition of The Brand House Collective, Inc., a Tennessee corporation (‘‘TBHC’’), pursuant to the Agreement and Plan of Merger, dated as of November 24, 2025 (the “TBHC Merger Agreement”), by and among BBBY, Knight Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of BBBY (“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 BBBY (the “TBHC Merger”).

 

At the effective time of the TBHC Merger (the “TBHC Merger Effective Time”), each share of TBHC common stock, no par value per share (“TBHC Common Stock”), issued and outstanding immediately prior to the TBHC Merger Effective Time (other than treasury shares and shares held by BBBY or Knight Merger Sub, which were cancelled) was converted into the right to receive 0.1993 shares (the “Exchange Ratio”) of BBBY common stock, par value $0.0001 per share (“BBBY Common Stock”), and, if applicable, cash in lieu of fractional shares.

 

At the TBHC Merger Effective Time, (i) each outstanding award of TBHC restricted share units (“TBHC RSU”) automatically and fully vested and was converted into the right to receive a number of shares of BBBY Common Stock equal to (A) the number of shares of TBHC Common Stock subject to the TBHC RSU multiplied by (B) the Exchange Ratio, plus, if applicable, cash in lieu of fractional shares, and (ii) each outstanding option to purchase TBHC Common Stock (“TBHC Option”) was cancelled and converted into the right to receive a number of shares of BBBY Common Stock equal to (A) the Net Option Share Amount (as defined in the TBHC Merger Agreement) applicable to the TBHC Option multiplied by (B) the Exchange Ratio, plus, if applicable, cash in lieu of fractional shares. As a result of the foregoing, all TBHC Options were cancelled for no consideration because their exercise prices exceeded $0.94, the closing price of TBHC Common Stock on April 1, 2026, the trading day immediately prior to the closing of the TBHC Merger.

 

 

On July 8, 2026, BBBY completed the acquisition of The Container Store Holdings, LLC, a Delaware limited liability company (“TCS Holdings”), pursuant to the Agreement and Plan of Merger, dated as of April 2, 2026 (the “TCS Merger Agreement”), by and among BBBY, TCS Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of BBBY, and TCS Holdings. Pursuant to the TCS Merger Agreement, upon the terms and subject to the conditions, TCS Merger Sub merged with and into TCS Holdings, with TCS Holdings surviving as a wholly owned subsidiary of BBBY (the “TCS Merger”).  The Container Store Group, Inc. (“TCS”) is a direct wholly owned subsidiary of TCS Holdings.

 

At the effective time of the TCS Merger, BBBY issued 13,714,287 shares of BBBY Common Stock and $112.6 million aggregate principal amount of its 5.00% Convertible Senior Notes due 2033 (“Convertible Notes”) to holders of outstanding TCS indebtedness as merger consideration. The BBBY Common Stock issued had an acquisition-date fair value of $67.7 million, based on BBBY'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. The Convertible Notes had an aggregate principal amount of $112.6 million and an acquisition-date fair value of $108.4 million. The repayment of the TCS indebtedness is included in consideration transferred because the debt agreements required repayment upon the occurrence of a change in control effected by the TCS Merger, and the TCS Merger Agreement required settlement of the indebtedness as a condition to closing. Accordingly, in accordance with ASC 805, the settlement of the TCS indebtedness is accounted for as consideration transferred in the TCS Merger. All outstanding TCS Holdings equity securities were cancelled and extinguished for no purchase consideration. Immediately after the closing of the TCS Merger, BBBY repurchased 286,663 shares of BBBY Common Stock (which are held as treasury shares) and cancelled $1.3 million aggregate principal amount of Convertible Notes in connection with the repayment of certain TCS loans.

On July 8, 2026, BBBY entered into an indenture (the “Indenture”) with the subsidiary guarantors party thereto and Computershare Trust Company, National Association, as trustee, with respect to $112.6 million aggregate principal amount of BBBY's Convertible Notes. The Convertible Notes are senior unsecured obligations of BBBY, guaranteed by certain of its subsidiaries, bear interest at a rate of 5.00% per annum, payable semiannually in arrears on April 1 and October 1 of each year, beginning April 1, 2027, and mature on July 8, 2033, unless earlier converted or repurchased. BBBY has performed a preliminary accounting assessment and concluded that the embedded conversion feature within the Convertible Notes meets the definition of an embedded derivative that requires bifurcation and separate accounting as a derivative liability measured at fair value, with subsequent changes in fair value recognized in earnings (mark-to-market) at each reporting date pursuant to ASC 815. This conclusion is driven by certain settlement provisions that exist until BBBY obtains the requisite approval of BBBY stockholders under the listing rules of the New York Stock Exchange (or successor exchange) in connection with the issuance of BBBY Common Stock in the TCS Merger and upon conversion of the Convertible Notes. Upon receipt of such stockholder approval, the embedded conversion feature is expected to no longer require bifurcation.

 

In accordance with Regulation S-X Article 11, the unaudited pro forma condensed combined balance sheet reflects the Convertible Notes at their consideration transferred fair value as a component of long-term debt. Given the time constraints of this filing, a definitive valuation model to reliably determine the fair value of the embedded derivative liability and allocate the residual value to the debt host instrument at the acquisition date has not been completed. The final determination of the accounting for the embedded derivative will be completed in the third quarter of 2026 and may result in a change to the discount on the host debt and the recognition of a separate derivative liability.

 

Furthermore, the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and the year ended December 31, 2025 do not include any hypothetical fair value adjustments or mark-to-market gains or losses associated with the embedded derivative for historical periods. Calculating or ascribing historical fair value changes for periods prior to issuance would be speculative and is not factually supportable under Article 11. Beginning from the actual issuance date until the earlier of settlement or the receipt of BBBY stockholder approval, future reported operating results will reflect mark-to-market fair value adjustments for the embedded derivative, which could introduce material volatility into BBBY's future statements of operations during that period.

 

Effective January 28, 2025, TCS Holdings became the direct holding company of TCS in connection with TCS’ emergence from bankruptcy pursuant to its Plan of Reorganization. TCS Holdings has no material assets other than its ownership of 100% of the outstanding capital stock of TCS and conducts no independent operations and has no revenues or employees of its own.  The historical unaudited consolidated financial statements of TCS as of and for the 13 weeks ended June 27, 2026 are included in Amendment No. 1 to BBBY's Current Report on Form 8-K. The audited consolidated financial statements of TCS as of and for the fiscal year ended March 28, 2026 are included as Exhibit 99.1 to BBBY’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission (the “SEC”) on July 27, 2026. As the financial statements of TCS Holdings are not included in such current report, their exclusion had no effect on the pro forma net loss per share for the six months ended June 30, 2026 and the year ended December 31, 2025.

 

Additional Information Related to the Unaudited Pro Forma Condensed Combined Financial Information

 

The following table presents the fiscal year-end dates of BBBY, TBHC and TCS:

 

Because the fiscal year-ends of TBHC and TCS differ from BBBY's fiscal year-end by less than one fiscal quarter, the historical financial statements of TBHC and TCS have been combined without any conforming adjustments to BBBY’s fiscal periods, as permitted by Rule 11-02(c)(3) of Regulation S-X.

 

The unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives effect to the TCS Merger as if it had occurred on June 30, 2026 and has been prepared by combining:

 

 

 

** Management utilized the unaudited consolidated balance sheet of TCS as of June 27, 2026 in preparing the unaudited pro forma condensed combined balance sheet, as it represents the closest balance sheet date to the July 8, 2026 acquisition date. For pro forma purposes, certain transaction accounting adjustments were applied to reflect transactions occurring between the June 27, 2026 and July 8, 2026 acquisition date. See Note 1, “Basis of Pro Forma Presentation,” for additional information regarding these adjustments.

 

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 gives effect to the Business Combinations as if they had occurred on January 1, 2025 and has been prepared by combining:

 

 

 

 

*** Management utilized TBHC's historical consolidated statement of operations for the 13 weeks ended April 4, 2026 in preparing the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026. The historical condensed consolidated statement of operations of BBBY for the six months ended June 30, 2026 includes the historical results of operations of TBHC from the acquisition date of April 2, 2026 through June 30, 2026. Accordingly, the unaudited pro forma condensed combined statement of operations was prepared by combining BBBY's historical results for the six months ended June 30, 2026 with TBHC's historical results of operations for the 13 weeks ended April 4, 2026 to reflect the TBHC Merger as if it had occurred on January 1, 2025, consistent with Article 11 of Regulation S-X. As a result, the results of operations for the 4-week period ended January 31, 2026 are included in both the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 and the year ended December 31, 2025. For the 4-week period ended January 31, 2026, TBHC reported revenue of $21.2 million and a net loss from continuing operations of $11.5 million. Management concluded that the results of operations for the period from the April 2, 2026 acquisition date through April 4, 2026 are not material to BBBY's historical condensed consolidated statement of operations.

 

 

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives effect to the Business Combinations as if they had occurred on January 1, 2025, the beginning of the earliest period presented, and has been prepared by combining:

 

 

 

 

The unaudited pro forma condensed combined financial information and corresponding notes to the unaudited pro forma condensed combined financial information were derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes:

 

 

 

 

 

Unaudited Pro Forma Condensed Combined Balance Sheet

(in thousands)

See accompanying notes to the unaudited pro forma condensed combined financial statements

Unaudited Pro Forma Condensed Combined Statements of Operations

(in thousands)

See accompanying notes to the unaudited pro forma condensed combined financial statements

Unaudited Pro Forma Condensed Combined Statements of Operations

(in thousands)

See accompanying notes to the unaudited pro forma condensed combined financial statements

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

1. Basis of Pro Forma Presentation

 

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended, and is presented for illustrative purposes only. The adjustments included in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of the effects of the Business Combinations on BBBY. The historical financial information of BBBY, TBHC and TCS has been prepared in accordance with U.S. GAAP.

 

The Business Combinations will be accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations (ASC 805), with BBBY treated as the accounting acquirer. Under the acquisition method, the consideration transferred for each Business Combination will be allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the applicable acquisition date. Any excess of the consideration transferred over the estimated fair value of the identifiable net assets acquired will be recognized as goodwill.

 

The purchase accounting reflected in the unaudited pro forma condensed combined financial information is preliminary and has been prepared based on estimates and assumptions made by BBBY's management. The final determination of the fair values of the assets acquired and liabilities assumed, the allocation of purchase consideration, and the evaluation of accounting policies for conformity may differ materially from the amounts presented herein. Accordingly, preliminary purchase price allocations and related pro forma adjustments are subject to change.

 

In determining the preliminary estimates of the fair values of the assets acquired and liabilities assumed, BBBY utilized publicly available information, market data and other assumptions that BBBY believes are reasonable under the circumstances. There can be no assurance that the final valuations will not differ materially from the preliminary estimates reflected herein. Changes in the estimated fair values of assets acquired and liabilities assumed may result in changes to the allocation of purchase consideration, including the amount assigned to goodwill, and may affect future depreciation and amortization expense.

 

The unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities, cost savings, operating synergies, revenue enhancements, restructuring activities, or other benefits or costs that may result from the Business Combinations, except to the extent required by Article 11 of Regulation S-X. The pro forma adjustments represent BBBY's best estimates based on information currently available and assumptions that BBBY believes are reasonable under the circumstances.

 

The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of the results of operations or financial position that would have been achieved had the Business Combinations occurred on the dates assumed. Further, the unaudited pro forma condensed combined financial information is not necessarily indicative of BBBY's future results of operations or financial position following the Business Combinations.

 

The unaudited pro forma condensed combined financial information gives effect to Business Combinations and includes the following:

 

 

 

Management utilized the unaudited consolidated balance sheet of TCS as of June 27, 2026 in preparing the unaudited pro forma condensed combined balance sheet, as it represents the closest balance sheet date to the July 8, 2026 acquisition date. For pro forma purposes, certain transaction accounting adjustments were applied to reflect transactions occurring between June 27, 2026 and July 8, 2026:

 

 

Effective January 28, 2025, TCS Holdings became the direct holding company of TCS in connection with TCS’ emergence from bankruptcy pursuant to its Plan of Reorganization. TCS Holdings has no material assets other than its ownership of 100% of the outstanding capital stock of TCS and conducts no independent operations and has no revenues or employees of its own.  The historical unaudited consolidated financial statements of TCS as of and for the 13 weeks ended June 27, 2026, as included in Amendment No. 1 to BBBY's Current Report on Form 8-K. The audited consolidated financial statements of TCS as of and for the fiscal year ended March 28, 2026 are included as Exhibit 99.1 to BBBY’s Current Report on Form 8-K filed with the SEC on July 27, 2026. As the financial statements of TCS Holdings are not included in this current report, their exclusion had no effect on the pro forma net loss per share for the six months ended June 30, 2026 and the year ended December 31, 2025.

 

2. Reclassification Adjustments

 

During the preparation of this unaudited pro forma condensed combined financial information, BBBY management performed a preliminary review of the financial information of the acquired companies to identify differences in accounting policies and financial statement presentation as compared to those of BBBY. At the time of preparing the unaudited pro forma condensed combined financial information, other than the reclassification adjustments described herein, BBBY is not aware of any other material differences. However, BBBY will continue to perform its detailed review of the accounting policies of the acquired companies. Upon completion of that review, differences may be identified between the accounting policies of BBBY and those of the acquired companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.

 

The following tables present TBHC's historical consolidated statement of operations for the 13 weeks ended April 4, 2026 and historical consolidated statement of operations for the year ended January 31, 2026, reclassified to conform to BBBY's financial statement presentation. The Reclassification Adjustments do not affect TBHC's historical net loss, total assets, total liabilities, or total stockholders' equity.

Unaudited Reclassified Condensed Combined Statements of Operations

For the 13 Weeks Ended April 4, 2026

(in thousands)

 

 

 

 

(a)	Reclassification of TBHC's store occupancy expenses from TBHC's “Cost of sales” to BBBY's “Sales and marketing.”

(b)	Reclassification of TBHC's “Compensation and benefits” to BBBY's “Sales and marketing,” “Technology,” and “General and administrative”.

(c)	Reclassification of TBHC 's “Other operating expenses” to BBBY's “Sales and marketing,” “Technology,” and “General and administrative.”

(d)	Reclassification of TBHC 's “Depreciation (exclusive of depreciation included in cost of sales)” to BBBY's “Technology,” and “General and administrative.”

(e)	Reclassification of TBHC 's “Interest expense” to BBBY's “Interest income, net.”

Bed Bath & Beyond, Inc.		The Container Store Group, Inc.		The Container Store Group, Inc.				Reclassification Adjustments			Notes		The Container Store Group,Inc. (Historical, adjusted for reclassifications)
Assets
Current assets:
Cash and cash equivalents		Cash		$	29,255			$	-				$	29,255
Restricted cash					-				-					-
Accounts receivable, net of allowance for credit losses		Accounts receivable, net			18,594				-					18,594
Inventories		Inventory			144,610				-					144,610
Prepaid expenses and other current assets		Prepaid expenses			12,521				3,391		(a)			15,912
		Income taxes receivable			752				(752	)	(a)			-
		Other current assets			2,639				(2,639	)	(a)			-
Total current assets					208,371				-					208,371
Property and equipment, net		Property and equipment, net			81,025				-					81,025
Intangible assets, net		Trade names			19,611				-					19,611
Goodwill		Goodwill			2,451				-					2,451
Equity securities, including securities measured at fair value					-				-					-
Operating lease right-of-use assets		Noncurrent operating lease right-of-use assets			255,325				-					255,325
		Deferred financing costs, net			762				(762	)	(b)			-
Other long-term assets, net including securities measured at fair value		Other assets			4,861				762		(b)			5,623
Total assets				$	572,406			$	-				$	572,406
Liabilities and Stockholder's Equity (Deficit)
Current liabilities:
Accounts payable		Accounts payable		$	44,466			$	-				$	44,466
Accrued liabilities		Accrued liabilities			71,018				187		(c)			71,205
Unearned revenue					-									-
Operating lease liabilities, current		Current operating lease liabilities			59,431				-					59,431
Short-term debt, net		Current portion of long-term debt			282				-					282
		Income taxes payable			187				(187	)	(c)			-
Total current liabilities					175,384				-					175,384
Long-term debt, net		Long-term debt			82,551									82,551
		Long-term debt, related party			221,748									221,748
Operating lease liabilities, non-current		Noncurrent operating lease liabilities			234,551				-					234,551
		Noncurrent deferred tax liabilities, net			7,848				(7,848	)	(d)			-
Other long-term liabilities, including commitments measured at fair value		Other long-term liabilities			8,219				7,848		(d)			16,067
Total liabilities					730,301				-					730,301
Stockholders’ equity (deficit):
Preferred stock		Preferred stock			-				-					-
Common stock		Common stock			-				-					-
Additional paid‑in capital		Additional paid‑in capital			11,311				-					11,311
Accumulated deficit		Retained deficit			(179,869	)			-					(179,869	)
Accumulated other comprehensive loss		Accumulated other comprehensive income			10,663									10,663
Treasury stock at cost					-				-					-
Total stockholders’ equity (deficit) attributable to stockholders of Bed Bath & Beyond, Inc.					(157,895	)			-					(157,895	)
Equity attributable to noncontrolling  interests					-				-					-
Total stockholders’ equity (deficit)					(157,895	)			-					(157,895	)
Total liabilities and stockholders’ equity (deficit)				$	572,406			$	-				$	572,406

(a)	Reclassification of TCS’ “Income taxes receivable,” and “Other current assets” to BBBY's “Prepaid expenses and other current assets.”

(b)	Reclassification of TCS’ “Deferred financing costs, net” to BBBY's “Other long-term assets, net including securities measured at fair value.”

(c)	Reclassification of TCS’ “Income taxes payable” to BBBY's “Accrued liabilities.”

(d)	Reclassification of TCS’ “Noncurrent deferred tax liabilities, net” to BBBY's “Other long-term liabilities, including commitments measured at fair value.”

Unaudited Reclassified Condensed Combined Statements of Operations

For the 26 Weeks Ended June 27, 2026

(in thousands)