424B3 1 ny20078363x2_424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-297979

PROSPECTUS

Neighborhood Intelligence, Inc.

Up to 46,229,056 Shares of Common Stock

This prospectus relates to the offer and resale of up to 46,229,056 shares (the “Resale Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) of Neighborhood Intelligence, Inc. (formerly known as Bed Bath & Beyond, Inc. (the “Company,” “we,” “our,” “us,” and like expressions), by the selling stockholders identified in this prospectus and in any prospectus supplement to this prospectus (collectively, the “Selling Stockholders”), which shares consist of (i) 13,570,481 shares of Common Stock issued to certain Selling Stockholders in connection with the Agreement and Plan of Merger, dated as of April 2, 2026, by and among the Company, TCS Merger Sub LLC and The Container Store Holdings, LLC (“TCS”) upon consummation of the transactions contemplated thereby (the “TCS Merger”), (ii) up to 25,458,575 shares of Common Stock issuable upon conversion of the Company’s 5.00% Convertible Senior Notes due 2033 (the “Convertible Notes”) held by certain Selling Stockholders, including shares of Common Stock issuable as make-whole payments in connection with conversions of the Convertible Notes following certain fundamental changes of the Company or redemptions of Convertible Notes, issued in connection with the TCS Merger pursuant to an Indenture (the “Indenture”), by and among the Company, the guarantors from time to time party thereto and Computershare Trust Company, N.A., as trustee, and (iii) 7,200,000 shares of Common Stock issued to certain Selling Stockholders pursuant to an Agreement and Plan of Merger, dated as of June 30, 2026, by and among the Company, Beyond Home Services, LLC, SFV Merger Sub, Inc., TwoPonds, Inc. (d/b/a SFV Services) (“SFV Services”) and the other parties thereto upon consummation of the transactions contemplated thereby (the “SFV Merger”). We are not selling any shares of our Common Stock under this prospectus and will not receive any proceeds from the sale of the Resale Shares by the Selling Stockholders.

Sales of the Resale Shares by the Selling Stockholders may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Selling Stockholders may sell their Resale Shares from time to time to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders, the purchasers of the Resale Shares, or both.

We are paying the cost of registering the shares of common stock covered by this prospectus as well as various related expenses. The Selling Stockholders are responsible for all broker or similar commissions related to the offer and sale of their Resale Shares. See the section titled “Plan of Distribution” on page 16 for more information about how the Selling Stockholders may sell or dispose of their Resale Shares.

Our Common Stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “NXH.” On August 17, 2026, the last reported sale price of our Common Stock on Nasdaq was $4.28 per share.

Investing in our Common Stock involves a high degree of risk. You should carefully consider the information under the heading “Risk Factors” beginning on page 6 of this prospectus and in the documents incorporated by reference into this prospectus and any applicable prospectus supplement, before buying shares of our common stock.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 18, 2026.


			Page
ABOUT THIS PROSPECTUS			ii
TRADEMARKS			iii
SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			iv
PROSPECTUS SUMMARY			1
RISK FACTORS			6
USE OF PROCEEDS			8
DESCRIPTION OF CAPITAL STOCK			9
SELLING STOCKHOLDERS			12
PLAN OF DISTRIBUTION			16
LEGAL MATTERS			18
EXPERTS			18
WHERE YOU CAN FIND ADDITIONAL INFORMATION; INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			19


	Shares of Common Stock Beneficially Owned Prior to this Offering		Maximum Number of Shares of Common Stock Being Offered⁽¹⁾	Shares of Common Stock Beneficially Owned After this Offering
Name of Selling Stockholder	Number	Percent	Maximum Number of Shares of Common Stock Being Offered⁽¹⁾	Number	Percent
Mitchell Rosen Revocable Trust⁽²⁾	3,600,000	3.78%	3,600,000	—	*
Sharon Rosen Revocable Trust⁽²⁾	3,600,000	3.78%	3,600,000	—	*
ALCOF III NUBT, L.P.⁽³⁾	232,850	*	232,850	—	*
AlphaCentric Real Income Fund⁽⁴⁾	—	*	446,453	—	*
AMMC CLO 23, Limited⁽⁵⁾	45,113	*	45,113	—	*
AMMC CLO 24, Limited⁽⁵⁾	78,118	*	78,118	—	*


	Shares of Common Stock Beneficially Owned Prior to this Offering		Maximum Number of Shares of Common Stock Being Offered⁽¹⁾	Shares of Common Stock Beneficially Owned After this Offering
Name of Selling Stockholder	Number	Percent	Maximum Number of Shares of Common Stock Being Offered⁽¹⁾	Number	Percent
AMMC CLO 25, Limited⁽⁵⁾	78,118	*	78,118	—	*
AMMC CLO 27, Limited⁽⁵⁾	113,493	*	113,493	—	*
Cantor Fitzgerald Securities⁽⁶⁾	47,262	*	47,262	—	*
CrossingBridge Low Duration High Income Fund⁽⁴⁾	2,924,012	3.07%	8,998,152	—	*
CrossingBridge Responsible Credit Fund⁽⁴⁾	149,973	*	410,156	—	*
Destinations Global Fixed Income Opportunities Fund, a series of Brinker Capital Destinations Trust⁽⁴⁾	309,113	*	1,653,964	—	*
GC Finance Operations Trust⁽⁷⁾	3,887,005	4.08%	11,635,745	—	*
Gems 6 Sub 2, LLC⁽⁷⁾	85,278	*	255,301	—	*
Gems 6i Sub 1, L.P.⁽⁷⁾	54,037	*	161,817	—	*
Glendon Opportunities Fund II, L.P.⁽⁸⁾	1,810,625	1.90%	5,200,098	—	*
Glendon Opportunities Fund III, L.P.⁽⁸⁾	970,691	1.02%	2,787,624	—	*
Golub Sapphire Fund, L.P.⁽⁷⁾	68,959	*	206,488	—	*
Joseph S. & Diane H. Steinberg 1992 Charitable Trust⁽⁴⁾	50,537	*	50,537	—	*
JSS-COH LLC⁽⁴⁾	50,537	*	50,537	—	*
LCM 26 Ltd.⁽⁹⁾	7,599	*	7,599	—	*
LCM 27 Ltd.⁽⁹⁾	6,744	*	6,744	—	*
LCM 28 Ltd.⁽⁹⁾	6,744	*	6,744	—	*
LCM 29 Ltd.⁽⁹⁾	6,801	*	6,801	—	*
LCM 30 Ltd.⁽⁹⁾	6,626	*	6,626	—	*
LCM 31 Ltd.⁽⁹⁾	9,614	*	9,614	—	*
LCM 32 Ltd.⁽⁹⁾	10,061	*	10,061	—	*
LCM 33 Ltd.⁽⁹⁾	8,529	*	8,529	—	*
LCM 34 Ltd.⁽⁹⁾	8,766	*	8,766	—	*
LCM 35 Ltd.⁽⁹⁾	9,227	*	9,227	—	*
LCM 36 Ltd.⁽⁹⁾	7,881	*	7,881	—	*
LCM 37 Ltd.⁽⁹⁾	13,682	*	13,682	—	*
LCM 38 Ltd.⁽⁹⁾	10,887	*	10,887	—	*
LCM 39 Ltd.⁽⁹⁾	13,097	*	13,097	—	*
LCM 40 Ltd.⁽⁹⁾	10,008	*	10,008	—	*
LCM Loan Income Fund I Ltd.⁽⁹⁾	7,267	*	7,267	—	*
LCM XIV Limited Partnership⁽⁹⁾	6,744	*	6,744	—	*
LCM XV Limited Partnership⁽⁹⁾	8,668	*	8,668	—	*
LCM XVI Limited Partnership⁽⁹⁾	8,090	*	8,090	—	*
LCM XVII Limited Partnership⁽⁹⁾	6,744	*	6,744	—	*
LCM XVIII Limited Partnership⁽⁹⁾	7,390	*	7,390	—	*
LCM XXIII Ltd. ⁽⁹⁾	10,053	*	10,053	—	*
LCM XXIV Ltd. ⁽⁹⁾	8,633	*	8,633	—	*