NEIGHBORHOOD INTELLIGENCE, INC.

DEF 14A 1 ny20079044x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

NEIGHBORHOOD INTELLIGENCE, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Neighborhood Intelligence, Inc.

(formerly known as Bed Bath & Beyond, Inc.)

433 W. Ascension Way, 3rd Floor

Murray, Utah 84123

(801) 947-3100

Notice of Special Meeting of Stockholders

To Be Held at 9:00 a.m., Mountain Time, on September 24, 2026

Dear Stockholders:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Neighborhood Intelligence, Inc., (formerly known as Bed Bath & Beyond, Inc.) (“Neighborhood Intelligence,” “NXH,” the “Company,” “we,” “us” or “our”), to be held virtually on September 24, 2026 at 9:00 a.m., Mountain Time. In order to provide expanded access and enable more of our stockholders to attend and participate, the Special Meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions, and vote online. The Special Meeting can be accessed by visiting https://meetnow.global/MHPYZMX and entering your control number (which can be found on your proxy card or voting instruction form).

On July 8, 2026 (the “Closing Date”), the Company completed the acquisition of The Container Store Holdings, LLC (“TCS Holdings”) pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 2, 2026, among the Company, TCS Merger Sub, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), and TCS Holdings. Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into TCS Holdings, with TCS Holdings surviving such merger as a wholly-owned subsidiary of the Company (the “TCS Merger”). TCS Holdings is the holding company of The Container Store Group, Inc. (“TCS”) which, through its subsidiaries, operates a retail business focused on storage and organization solutions and related in-home services.

At the effective time of the TCS Merger, the Company issued (i) an aggregate of 13,714,287 shares (the “Merger Share Consideration”) of its common stock, par value $0.0001 per share (“Common Stock”) and $112,553,000 aggregate principal amount of its 5.00% Senior Convertible Notes due 2033 (the “Convertible Notes”) to holders of outstanding TCS indebtedness as aggregate consideration in connection with the Merger Agreement (the “Noteholders”), and (ii) an additional 142,857 shares of our Common Stock issued in satisfaction of certain obligations under a consulting services agreement between Spruce Advisory Group, LLC and a wholly owned subsidiary of TCS (the “Spruce Advisory Shares”). All outstanding TCS Holdings equity securities were cancelled and extinguished for no purchase consideration. Immediately after the closing of the TCS Merger, the Company repurchased 286,663 shares of 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.

The Convertible Notes were issued under an indenture (the “Indenture”), dated as of July 8, 2026, among the Company, the subsidiary guarantors signatory thereto (the “Guarantors”) and Computershare Trust Company, National Association, as trustee (the “Trustee”). 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. The Convertible Notes are initially convertible into 109.8901 shares of our 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”).

On August 14, 2026, we changed our corporate name from Bed Bath & Beyond, Inc. to Neighborhood Intelligence, Inc. and our Common Stock ceased trading under the symbol “BBBY” on the NYSE at the close of market on August 14, 2026, and on August 17, 2026, our Common Stock began trading on the Nasdaq Global Select Market under the ticker symbol “NXH.” We will not distinguish between our prior corporate name and our current corporate name and will refer to our current corporate name throughout the accompanying proxy statement.

Pursuant to the terms of the Indenture and to comply with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual and Nasdaq Listing Rule 5635, as applicable, which requires that we obtain stockholder approval because we may issue 20% or more of the Company’s outstanding Common Stock in connection with the conversion of the Convertible Notes, we are required to obtain stockholder approval of such issuance. We are holding the Special Meeting for the following purposes, as more fully described in the accompanying proxy statement:

All stockholders of record as of August 10, 2026, the record date for the Special Meeting (the “Record Date”), are entitled to vote at the Special Meeting.

We are providing the accompanying proxy statement and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting (including following any adjournments or postponements of the Special Meeting). Information about the Special Meeting, the Transactions (as defined herein) and other related business to be considered by our stockholders at the Special Meeting is included in this proxy statement. Whether or not you plan to attend the Special Meeting, we urge all stockholders to read this proxy statement, including the financial statements of TCS and the pro forma financial information incorporated by reference herein, carefully and in its entirety. In particular, we urge you to read carefully the section entitled “Risk Factors” in the accompanying proxy statement. The accompanying proxy statement is incorporated by reference in this notice.

The Board unanimously recommends that you vote “FOR” the Stock Issuance Proposal and “FOR” the Adjournment Proposal.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement, and no proposal is conditioned on the approval of the Adjournment Proposal.

If you have any questions concerning any of the proposals, the Special Meeting, or the proxy statement, or would like additional copies of the proxy statement or need help voting your shares, please contact Okapi Partners LLC, our proxy solicitor, at 1212 Avenue of the Americas, 17th Floor, New York, NY 10036; Banks and Brokerage Firms, Please Call: (212) 297-0720; Shareholders and All Others Call Toll-Free: (844) 203-3605; Email: info@okapipartners.com

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting virtually, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting.

Your vote is very important. Whether or not you expect to attend the Special Meeting, please vote as soon as possible to ensure that your shares are represented at the Special Meeting.

By order of the Board of Directors,

Marcus Lemonis

Chief Executive Officer & Executive Chairman of the Board of Directors

This Notice of Special Meeting of Stockholders and the accompanying proxy statement are dated August 18, 2026 and are first being mailed to NXH’s stockholders on or about August 19, 2026.