<SEC-DOCUMENT>0001140361-25-035294.txt : 20250917
<SEC-HEADER>0001140361-25-035294.hdr.sgml : 20250917
<ACCEPTANCE-DATETIME>20250917184310
ACCESSION NUMBER:		0001140361-25-035294
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250917
DATE AS OF CHANGE:		20250917

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BRAND HOUSE COLLECTIVE, INC.
		CENTRAL INDEX KEY:			0001056285
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-RETAIL STORES, NEC [5990]
		ORGANIZATION NAME:           	07 Trade & Services
		EIN:				621287151
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-78385
		FILM NUMBER:		251321317

	BUSINESS ADDRESS:	
		STREET 1:		5310 MARYLAND WAY
		CITY:			BRENTWOOD
		STATE:			TN
		ZIP:			37027
		BUSINESS PHONE:		615-872-4800

	MAIL ADDRESS:	
		STREET 1:		5310 MARYLAND WAY
		CITY:			BRENTWOOD
		STATE:			TN
		ZIP:			37027

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KIRKLAND'S, INC
		DATE OF NAME CHANGE:	20080214

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KIRKLANDS INC
		DATE OF NAME CHANGE:	19980219

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BED BATH & BEYOND, INC.
		CENTRAL INDEX KEY:			0001130713
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-CATALOG & MAIL-ORDER HOUSES [5961]
		ORGANIZATION NAME:           	07 Trade & Services
		EIN:				870634302
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		433 W. ASCENSION WAY, 3RD FLOOR
		CITY:			MURRAY
		STATE:			UT
		ZIP:			84123
		BUSINESS PHONE:		8019473100

	MAIL ADDRESS:	
		STREET 1:		433 W. ASCENSION WAY, 3RD FLOOR
		CITY:			MURRAY
		STATE:			UT
		ZIP:			84123

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BEYOND, INC.
		DATE OF NAME CHANGE:	20231103

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	OVERSTOCK.COM, INC
		DATE OF NAME CHANGE:	20060203

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	OVERSTOCK COM INC
		DATE OF NAME CHANGE:	20001227
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
<XML>
<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:com="http://www.sec.gov/edgar/common">
<headerData>
<submissionType>SCHEDULE 13D/A</submissionType>
<previousAccessionNumber>0001140361-24-044419</previousAccessionNumber>
<filerInfo>
<filer>
<filerCredentials>
<cik>0001130713</cik>
<ccc>XXXXXXXX</ccc>
</filerCredentials>
</filer>
<liveTestFlag>LIVE</liveTestFlag>



</filerInfo>
</headerData>
<formData>
<coverPageHeader>
<amendmentNo>3</amendmentNo>
<securitiesClassTitle>Common Stock</securitiesClassTitle>
<dateOfEvent>09/15/2025</dateOfEvent>
<previouslyFiledFlag>false</previouslyFiledFlag>
<issuerInfo>
<issuerCIK>0001056285</issuerCIK>
<issuerCUSIP>497498105</issuerCUSIP>
<issuerName>BRAND HOUSE COLLECTIVE, INC.</issuerName>
<address>
<com:street1>5310 MARYLAND WAY</com:street1>
<com:city>BRENTWOOD</com:city>
<com:stateOrCountry>TN</com:stateOrCountry>
<com:zipCode>37027</com:zipCode>
</address>
</issuerInfo>
<authorizedPersons>
<notificationInfo>
<personName>Adrianne Lee</personName>
<personPhoneNum>(801) 947-3100</personPhoneNum>
<personAddress>
<com:street1>c/o Bed Bath &amp; Beyond, Inc.</com:street1>
<com:street2>433 W. Ascension Way, Suite 300</com:street2>
<com:city>Murray</com:city>
<com:stateOrCountry>UT</com:stateOrCountry>
<com:zipCode>84123</com:zipCode>
</personAddress>
</notificationInfo>
</authorizedPersons>
</coverPageHeader>
<reportingPersons>
<reportingPersonInfo>
<reportingPersonCIK>0001130713</reportingPersonCIK>
<reportingPersonName>BED BATH &amp; BEYOND, INC.</reportingPersonName>
<fundType>WC</fundType>
<citizenshipOrOrganization>DE</citizenshipOrOrganization>
<soleVotingPower>13404280</soleVotingPower>
<sharedVotingPower>0</sharedVotingPower>
<soleDispositivePower>13404280</soleDispositivePower>
<sharedDispositivePower>0</sharedDispositivePower>
<aggregateAmountOwned>13404280</aggregateAmountOwned>
<isAggregateExcludeShares>N</isAggregateExcludeShares>
<percentOfClass>49.8</percentOfClass>
<typeOfReportingPerson>CO</typeOfReportingPerson>
</reportingPersonInfo>
</reportingPersons>
<items1To7>
<item1>
<securityTitle>Common Stock</securityTitle>
<issuerName>BRAND HOUSE COLLECTIVE, INC.</issuerName>
<issuerPrincipalAddress>
<com:street1>5310 MARYLAND WAY</com:street1>
<com:city>BRENTWOOD</com:city>
<com:stateOrCountry>TN</com:stateOrCountry>
<com:zipCode>37027</com:zipCode>
</issuerPrincipalAddress>
</item1>
<item3>
<fundsSource>Item 3 of the Schedule 13D is hereby amended and supplemented as follows:&#13;
&#13;
	The Reporting Person acquired the Delayed Draw Notes (as defined below) for consideration of $20.0 million in connection with the entry into Amendment No. 1 to the A&amp;R Credit Agreement (as defined below) with the Issuer. The Reporting Person used funds from its working capital to fund the acquisition of the Delayed Draw Notes.</fundsSource>
</item3>
<item4>
<transactionPurpose>Item 4 of the Schedule 13D is hereby amended and supplemented as follows:&#13;
&#13;
On September 15, 2025, the Reporting Person and the Issuer entered into Amendment No. 1 to the Amended and Restated Term Loan Credit Agreement ("Amendment No. 1 to the A&amp;R Credit Agreement"), pursuant to which the Reporting Person agreed provide new delayed-draw term loan commitments in an aggregate original principal amount of $20 million, with such debt evidenced by notes (the "Delayed Draw Notes") convertible into shares of the Issuer's Common Stock in accordance with the terms of the A&amp;R Credit Agreement, as amended. The Delayed Draw Notes can be converted into Common Stock at a price determined at the time of such conversion election, but subject to Nasdaq shareholder approval rules, if applicable.  &#13;
&#13;
The foregoing description of Amendment No. 1 to the A&amp;R Credit Agreement is not complete and is qualified in its entirety by the full text of such agreement, which is included as an exhibit to this Schedule 13D and is incorporated herein by reference.&#13;
&#13;
In connection with entry into Amendment No. 1 to the A&amp;R Credit Agreement, the Issuer also entered into a Fourth Amendment to the Third Amended and Restated Credit Agreement (the "Fourth Amendment") with Bank of America, N.A., as Administrative Agent and Collateral Agent for the Lenders (in such capacities, "the Agent"), which amends that certain Third Amended and Restated Credit Agreement dated as of March 31, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the "2023 Credit Agreement"). Among other amendments, the Fourth Amendment was entered into to, among other things, adjust the definition of change of control with respect to the Reporting Person by increasing the allowable ownership percentage from 65% to 75%.</transactionPurpose>
</item4>
<item5>
<percentageOfClassSecurities>Item 5 of the Schedule 13D is hereby amended and restated&#13;
&#13;
(a) - (b) &#13;
&#13;
	Amount beneficially owned: 13,404,280&#13;
&#13;
	Percent of Class: 49.8%&#13;
&#13;
	Number of shares the Reporting Person has:&#13;
&#13;
	          Sole power to vote or direct the vote: 13,404,280&#13;
&#13;
	          Shared power to vote: 0&#13;
&#13;
	          Sole power to dispose or direct the disposition of: 13,404,280&#13;
&#13;
	          Shared power to dispose or direct the disposition of: 0&#13;
&#13;
	The share amount reported herein consists of 8,934,465 shares of Common Stock held by the Reporting Person and 4,469,815 shares of Common Stock that the Reporting Person currently has the right to acquire upon conversion of the Notes and the Delayed Draw Notes, which amount represents 19.9% of the shares of Common Stock outstanding as of September 15, 2025. The percentage ownership is based upon 22,461,383 shares of Common Stock outstanding as of September 9, 2025.</percentageOfClassSecurities>
<transactionDesc>None.</transactionDesc>
<listOfShareholders>None.</listOfShareholders>
<date5PercentOwnership>Not applicable.</date5PercentOwnership>
</item5>
<item6>
<contractDescription>Item 6 of the Schedule 13D is hereby amended and supplemented as follows:&#13;
&#13;
Item 4 above summarizes certain provisions of Amendment No. 1 to the A&amp;R Credit Agreement and is incorporated herein by reference. Copies of each of the agreements are attached as exhibits to this Schedule 13D and are incorporated herein by reference.&#13;
&#13;
Except as described herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.</contractDescription>
</item6>
<item7>
<filedExhibits>Amendment No. 1 to the Amended and Restated Term Loan Credit Agreement dated as of September 15, 2025, by and between Kirkland's Stores, Inc., as Lead Borrower, the Borrowers named therein, the Guarantors named therein, Bed Bath &amp; Beyond, Inc., as Administrative Agent and Collateral Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on September 15, 2025).</filedExhibits>
</item7>
</items1To7>
<signatureInfo>
<signaturePerson>
<signatureReportingPerson>BED BATH &amp; BEYOND, INC.</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Adrianne B. Lee</signature>
<title>Adrianne Lee/Chief Financial Officer &amp; Administrative</title>
<date>09/17/2025</date>
</signatureDetails>
</signaturePerson>
</signatureInfo>
</formData>
</edgarSubmission>
</XML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
