Bed Bath & Beyond, Inc. (Parent) will acquire Fathom Holdings Inc. (Company) through a merger where Fathom Merger Sub, Inc. (a wholly owned subsidiary of Parent) will merge into Fathom Holdings Inc., with Fathom Holdings Inc. surviving as a wholly owned subsidiary of Parent. Each outstanding share of Fathom Holdings Inc. common stock will be converted into the right to receive 0.2236 shares of Bed Bath & Beyond, Inc. common stock, subject to adjustment based on Fathom's outstanding indebtedness. Fathom Holdings Inc.'s outstanding options will terminate and be canceled without payment. Fathom Holdings Inc.'s restricted stock awards and certain restricted stock units will be assumed by Bed Bath & Beyond, Inc. and converted into equivalent awards of Bed Bath & Beyond, Inc. common stock, maintaining original terms and vesting schedules. Restricted stock units held by non-employee directors of Fathom Holdings Inc. will fully vest and convert into Bed Bath & Beyond, Inc. common stock. Performance stock units tied to stock price hurdles that have not vested by the Effective Time will terminate and be canceled without payment. The merger is subject to customary conditions, including Fathom Holdings Inc. stockholder approval, the effectiveness of Bed Bath & Beyond, Inc.'s Form S-4 registration statement, and the listing of new shares on the NYSE. Bed Bath & Beyond, Inc. will be required to repay Fathom Holdings Inc.'s $5,000,000 aggregate principal amount of 2024 Senior Notes and the $3,036,350.39 2026 Secured Note at closing, if not otherwise waived or refinanced. Certain Fathom Holdings Inc. stockholders have entered into voting and support agreements to vote their shares in favor of the merger.