NXH Files S-4 for Fathom Merger: Exchange Ratio Adjusted to 0.2229, Bridge Note Increased

summarizeSummary

NXH's S-4 for the Fathom acquisition reveals a slightly reduced exchange ratio (0.2229) and an increased bridge loan, with Fathom stockholders set to own 7.9% of the combined company.

check_boxKey Events · M&A and Partnerships · BBBY

• Exchange Ratio Adjusted Downward

  The exchange ratio is now 0.2229 NXH shares per Fathom share, down from the initial 0.2236, based on Fathom's share count as of August 10, 2026. It could drop to 0.2081 if all outstanding options, RSUs, and PSUs vest.

• Bridge Note Increased to $3.04M

  NXH's bridge loan to Fathom has been amended and restated to $3,036,350 principal, up from the original $2 million, providing additional liquidity support.

• Ownership Split: 7.9% Fathom / 92.1% NXH

  Upon completion, former Fathom stockholders will own approximately 7.9% of the combined company, with NXH stockholders owning the remaining 92.1%.

• NXH Rebrands and Moves to Nasdaq

  The filing confirms NXH's name change from Bed Bath & Beyond, Inc. to Neighborhood Intelligence, Inc. and its listing on Nasdaq Global Select Market under ticker NXH, effective August 17, 2026.

auto_awesomeAnalysis · BBBY · Trade & Services

This S-4 registers the shares to be issued in the previously announced all-stock acquisition of Fathom Holdings. The exchange ratio has been adjusted downward from the initial 0.2236 to 0.2229 based on Fathom's current share count, and could fall further to 0.2081 if all outstanding equity awards vest. The Bridge Note from NXH to Fathom has been increased to $3.04 million, reflecting additional financial support. The filing also confirms NXH's name change from Bed Bath & Beyond and its move to Nasdaq under ticker NXH. Fathom stockholders will own approximately 7.9% of the combined company, with NXH stockholders owning 92.1%. The merger is expected to close in the second half of 2026, subject to Fathom stockholder approval.