President & CFO Lee Adrianne exercised 46,421 shares at a strike of $0.00 and covered exercise/tax liability with 13,394 shares, increasing direct ownership by 44% to 108,377 units (SEC Form 4)
$BBBY
Catalog/Specialty Distribution
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
BED BATH & BEYOND, INC. [ BBBY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/04/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/04/2026 | M | 18,939 | A | $0.0001 | 94,289 | D | |||
| Common Stock | 02/04/2026 | F | 5,464 | D | $5.62 | 88,825 | D | |||
| Common Stock | 02/04/2026 | M | 6,172 | A | $0.0001 | 94,997 | D | |||
| Common Stock | 02/04/2026 | F | 1,781 | D | $5.62 | 93,216 | D | |||
| Common Stock | 02/04/2026 | M | 16,072 | A | $0.0001 | 109,288 | D | |||
| Common Stock | 02/04/2026 | F | 4,637 | D | $5.62 | 104,651 | D | |||
| Common Stock | 02/04/2026 | M | 5,238 | A | $0.0001 | 109,889 | D | |||
| Common Stock | 02/04/2026 | F | 1,512 | D | $5.62 | 108,377 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 02/04/2026 | M | 18,939 | (1) | (1) | Common Stock | 18,939 | $0.001 | 56,397 | D | ||||
| Restricted Stock Units | (1) | 02/04/2026 | M | 6,172 | (1) | (1) | Common Stock | 6,172 | $0.001 | 50,225 | D | ||||
| Performance Shares | (2) | 02/04/2026 | M | 16,072 | (2) | (2) | Common Stock | 16,072 | $0.001 | 32,144 | D | ||||
| Performance Shares | (3) | 02/04/2026 | M | 5,238 | (3) | (3) | Common Stock | 5,238 | $0.001 | 10,476 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit represents a contingent right to receive one share of Bed Bath & Beyond, Inc. common stock. The restricted stock units vest or have vested in three equal installments at the close of business on February 4, 2026, February 4, 2027, and February 4, 2028. Vested shares are delivered to the reporting person promptly after the restricted stock units vest. Amount shown does not include previously granted restricted stock units with different vesting schedules. |
| 2. Each performance share represents a contingent right to receive one share of Bed Bath & Beyond, Inc. common stock. On February 4, 2025 the reporting person was granted an award of performance shares, which are scheduled to vest in three equal installments at the close of business on February 4, 2026, February 4, 2027, and February 4, 2028, subject to and upon the satisfaction of certain performance criteria. On February 4, 2026, the compensation committee of the Issuer's board of directors determined that a total of 48,216 performance shares were earned based on performance relative to the performance criteria for fiscal year 2025. Accordingly, one-third of the earned performance shares (or 16,072 performance shares) vested on February 4, 2026. The remaining earned performance shares will vest based on continued service through the applicable vesting date specified above. |
| 3. Each performance share represents a contingent right to receive one share of Bed Bath & Beyond, Inc. common stock. On March 10, 2025 the reporting person was granted an award of performance shares, which are scheduled to vest in three equal installments at the close of business on February 4, 2026, February 4, 2027, and February 4, 2028, subject to and upon the satisfaction of certain performance criteria. On February 4, 2026, the compensation committee of the Issuer's board of directors determined that a total of 15,714 performance shares were earned based on performance relative to the performance criteria for fiscal year 2025. Accordingly, one-third of the earned performance shares (or 5,238 performance shares) vested on February 4, 2026. The remaining earned performance shares will vest based on continued service through the applicable vesting date specified above. |
| /s/ Christina Wheeler, Attorney-in-Fact | 02/06/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||