Bed Bath & Beyond CAO files Form 4 for RSUs and warrants

Rhea-AI Filing Summary

Bed Bath & Beyond (BBBY) Chief Accounting Officer, who files individually, reported equity award activity and a warrant distribution. On 11/15/2025, the officer acquired 1,186 shares of common stock at an exercise price of $0.0001 through the vesting and settlement of restricted stock units, and disposed of 289 shares at $6.03, typically reflecting shares withheld or sold to cover taxes. Following these transactions, the officer directly holds 3,077 shares of common stock.

In the derivative table, the officer shows 26,906 restricted stock units beneficially owned after the reported RSU conversion, each representing one share of common stock, vesting in two equal installments on November 15, 2025 and November 15, 2026. The officer also acquired 218 common stock warrants with a $15.50 exercise price from an October 7, 2025 pro-rata distribution to all common shareholders, which become exercisable once an S-3 registration statement for the warrant shares is declared effective and remain exercisable through October 7, 2026.

Insider Trade Summary

1,186 shares exercised/converted

Mixed 4 txns

Insider Putnam Leah R

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,186	$0.00	--
Exercise	Common Stock	1,186	$0.0001	$0.12
Tax Withholding	Common Stock	289	$6.03	$2K
Grant/Award	Common Stock Warrant	218	$0.00	--

Holdings After Transaction: Restricted Stock Units — 26,906 shares (Direct); Common Stock — 3,366 shares (Direct); Common Stock Warrant — 218 shares (Direct)

Footnotes (1)

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 two equal installments at the close of business on November 15, 2025 and November 15, 2026. Vested shares are delivered to the reporting person promptly after the restricted stock units vest. Amount shown does not include previously granted RSUs with different vesting schedules. Represents warrants that were originally issued on October 7, 2025 as a pro-rata distribution to all holders of common stock. Each warrant entitles the holder to purchase one common share at an exercise price of $15.50 per warrant. This distribution was exempt from immediate reporting under Section 16. The warrants will become exercisable beginning as of the date a registration statement on Form S-3 registering the issuance of the shares upon exercise of the of the warrants is declared effective by the SEC and may be exercised at any time thereafter through the Expiration Date.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

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

OMB APPROVAL

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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^*

Putnam Leah R

(Last) (First) (Middle)

433 ASCENSION WAY

SUITE 300

(Street)

MURRAY UT 84123

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BED BATH & BEYOND, INC. [ BBBY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	11/15/2025		M		1,186	A	$0.0001	3,366	D
Common Stock	11/15/2025		F		289	D	$6.03	3,077	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)	11/15/2025		M			1,186	(1)	(1)	Common Stock	1,186	$0	26,906	D
Common Stock Warrant	$15.5	10/07/2025		A		218(2)		(3)	10/07/2026	Common Stock	218	$0	218	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 two equal installments at the close of business on November 15, 2025 and November 15, 2026. Vested shares are delivered to the reporting person promptly after the restricted stock units vest. Amount shown does not include previously granted RSUs with different vesting schedules.

2. Represents warrants that were originally issued on October 7, 2025 as a pro-rata distribution to all holders of common stock. Each warrant entitles the holder to purchase one common share at an exercise price of $15.50 per warrant. This distribution was exempt from immediate reporting under Section 16.

3. The warrants will become exercisable beginning as of the date a registration statement on Form S-3 registering the issuance of the shares upon exercise of the of the warrants is declared effective by the SEC and may be exercised at any time thereafter through the Expiration Date.

	/s/ Christina Wheeler, Attorney-in-Fact	11/18/2025
	** 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.
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FAQ

What insider activity did BBBY's Chief Accounting Officer report on this Form 4?

The Chief Accounting Officer of Bed Bath & Beyond (BBBY) reported the settlement of 1,186 restricted stock units into common stock, a related disposition of 289 shares at $6.03, and the acquisition of 218 common stock warrants from a pro-rata distribution.

How many BBBY common shares does the reporting person own after the transactions?

After the reported transactions, the officer directly owns 3,077 shares of Bed Bath & Beyond common stock.

What are the details of the restricted stock units reported by BBBY's officer?

The officer converted 1,186 restricted stock units into common stock and continues to beneficially own 26,906 restricted stock units, each representing one share of common stock, vesting in two equal installments on November 15, 2025 and November 15, 2026.

What warrants did the BBBY insider receive and on what terms?

The officer holds 218 common stock warrants that were originally issued on October 7, 2025 as a pro-rata distribution to all common shareholders. Each warrant allows the purchase of one common share at an exercise price of $15.50 and is exercisable once a Form S-3 registration statement for the warrant shares is declared effective, through October 7, 2026.

Why was the BBBY warrant distribution not reported immediately under Section 16?

The filing notes that the warrants issued on October 7, 2025 as a pro-rata distribution to all holders of common stock were exempt from immediate reporting under Section 16.

What does each BBBY restricted stock unit represent for the reporting person?

Each restricted stock unit represents a contingent right to receive one share of Bed Bath & Beyond common stock, with vested shares delivered promptly after vesting.