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Bed Bath & Beyond (NASDAQ: BBBY) launches $200M at-the-market offer

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bed Bath & Beyond, Inc. approved a new 2026 Employment Inducement Equity Incentive Plan reserving up to 4,500,000 shares of common stock for non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards. Grants may be made only as employment inducement awards under NYSE Rule 303A.08 and must be approved by a majority of independent directors or the independent Compensation Committee.

The company also entered into a Capital on Sales Agreement with JonesTrading Institutional Services LLC for an at-the-market program to issue and sell up to $200.0 million of common stock. Bed Bath & Beyond will pay a commission of up to 2.0% on shares sold, intends to use any net proceeds for working capital and other general corporate purposes, and expects to complete approximately $16.0 million of remaining capacity under a prior sales agreement before using the new facility. Sales under the new agreement will occur under a Form S-3 shelf registration after it is declared effective by the SEC.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Inducement Plan share reserve 4,500,000 shares of common stock Maximum shares reserved under the 2026 Employment Inducement Equity Incentive Plan
ATM program capacity $200.0 million of common stock Aggregate offering price under the Capital on Sales Agreement with JonesTrading
Sales agent commission rate 2.0% of aggregate gross sales price Maximum commission payable on shares sold through JonesTrading under the Sales Agreement
Remaining prior ATM capacity $16.0 million of shares Common stock available under the Prior Capital on Sales Agreement as of August 4, 2026
Employment Inducement Equity Incentive Plan financial
"approved the adoption of the Bed Bath & Beyond, Inc. 2026 Employment Inducement Equity Incentive Plan"
An employment inducement equity incentive plan is a program that grants stock or stock-based awards to new hires as a signing bonus and motivation to join and stay with a company. Like giving a welcome package that becomes more valuable if the person stays or the company does well, these awards align employee and shareholder interests; investors watch them because they can dilute existing shares, affect executive incentives, and signal how a company attracts talent.
at the market offering regulatory
"method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4)"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
shelf registration statement regulatory
"pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-297978)"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
restricted stock unit awards financial
"stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards"
Restricted stock unit awards are company promises to deliver a specific number of shares to employees or service providers in the future once conditions—such as staying with the company for a set time or meeting performance targets—are met. They matter to investors because when the promises convert into actual shares they increase the total share count and can reduce earnings per share, while also aligning recipients’ interests with stock performance much like deferred pay that turns into ownership if goals are met.
Capital on Sales Agreement financial
"entered into a Capital on Sales Agreement (the “Sales Agreement”), with JonesTrading Institutional Services LLC"

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FAQ

What equity incentive plan did BBBY's board approve in August 2026?
BBBY’s board approved the 2026 Employment Inducement Equity Incentive Plan, reserving up to 4,500,000 shares of common stock. It allows non-statutory options, SARs, restricted stock, RSUs, performance awards and other stock-based awards, subject to approval by independent directors or the Compensation Committee.

Who can receive awards under BBBY's 2026 Inducement Plan?
Awards under BBBY’s 2026 Inducement Plan may be granted only to individuals who qualify for “employment inducement awards” under NYSE Rule 303A.08. Each award must be approved by a majority of independent directors or an all-independent Compensation Committee.

What are the key terms of BBBY's new $200.0 million stock Sales Agreement?
BBBY may issue and sell up to $200.0 million of common stock through JonesTrading under a Capital on Sales Agreement. Sales can be made as an at the market offering or other permitted methods; BBBY pays up to a 2.0% commission on gross sales.

How will BBBY use proceeds from the new Capital on Sales Agreement?
BBBY states it intends to use any net proceeds from stock sold under the new Sales Agreement for working capital and other general corporate purposes. Actual proceeds depend on whether, when, and at what prices shares are sold into the market.

What remains under BBBY's prior Capital on Sales Agreement?
As of August 4, 2026, approximately $16.0 million of common stock remained available for issuance and sale under BBBY’s prior Capital on Sales Agreement with JonesTrading. The company expects to use this remaining capacity before commencing sales under the new agreement.

When can BBBY start selling shares under the new Sales Agreement?
BBBY may not sell any shares under the new Sales Agreement until its Form S-3 shelf Registration Statement is declared effective by the SEC. The at-the-market sales will then be made pursuant to that registration and an accompanying prospectus supplement.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

August 4, 2026
Date of Report (date of earliest event reported)

Bed Bath & Beyond, Inc.
(Exact name of Registrant as specified in its charter)

Delaware
001-41850
87-0634302
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

433 W. Ascension Way, 3rd Floor
Murray, Utah 84123
(Address of principal executive offices)(Zip Code)

 (801) 947-3100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.0001 par value per share
  
BBBY
  
New York Stock Exchange
Warrants to Purchase Shares of Common Stock
  
BBBY WS
  
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 4, 2026, the board of directors (the “Board”) of Bed Bath & Beyond, Inc. (the “Company”) approved the adoption of the Bed Bath & Beyond, Inc. 2026 Employment Inducement Equity Incentive Plan (the “Inducement Plan”).
 
The Inducement Plan was adopted without stockholder approval in accordance with New York Stock Exchange (“NYSE”) Rule 303A.08. The Inducement Plan provides for the grant of equity-based awards in the form of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other stock-based awards.
 
The Inducement Plan reserves a maximum of 4,500,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for issuance to eligible recipients. Awards under the Inducement Plan may be granted only to persons who satisfy the standards for “employment inducement awards” under Section 303A.08 of the NYSE Listed Company Manual. Awards under the Inducement Plan must be approved by either (i) a majority of the Company’s “Independent Directors” (as determined under Section 303A.02 of the NYSE Listed Company Manual), or (ii) the Compensation Committee of the Board (“Compensation Committee”), provided that the Compensation Committee is composed solely of Independent Directors.
 
The foregoing description of the Inducement Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Inducement Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference
 
Item 8.01.
Other Events

On August 4, 2026, the Company entered into a Capital on DemandTM Sales Agreement (the “Sales Agreement”), with JonesTrading Institutional Services LLC (the “Sales Agent”), under which the Company may issue and sell from time to time shares of Common Stock having an aggregate offering price of up to $200.0 million, to be offered from time to time through or to the Sales Agent as sales agent or principal..

The Sales Agreement provides that sales of Common Stock, if any, will be made (i) by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act  of 1933, as amended (the “Securities Act”), or (ii) with the Company’s prior written consent, by any other method permitted by law and the rules and regulations of the NYSE (or such other securities exchange on which the Common Stock is then listed).  The Company is not obligated to sell any shares of Common Stock under the Sales Agreement and, if any such sales are made, there can be no assurance as to the price or prices at which such shares may ultimately be sold.  The offering will terminate upon the sale of all shares subject to the Sales Agreement or the termination of the Sales Agreement. The Company will pay the Sales Agent a commission of up to 2.0% of the aggregate gross sales price of shares sold through the Sales Agent pursuant to the Sales Agreement. The Company has agreed to reimburse the Sales Agent for certain specified expenses as provided in the Sales Agreement, and has also agreed to provide the Sales Agent with customary indemnification and contribution rights in respect of certain liabilities, including liabilities under the Securities Act.  The Sales Agreement also contains customary representations, warranties and covenants.

The Company intends to use any net proceeds it receives from the issuance and sale of shares pursuant to the Sales Agreement for working capital and other general corporate purposes.

The sale of shares, if any, under the Sales Agreement will be made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-297978) (the “Registration Statement”), which was filed with the Securities and Exchange Commission (the “Commission”) on August 4, 2026, and a prospectus supplement to the base prospectus forming a part of such Registration Statement.  No shares of Common Stock may be sold under the Sales Agreement until the Registration Statement is declared effective by the Commission.  In addition, the Company expects to issue and sell the remaining amount of shares available under that certain Capital on DemandTM Sales Agreement, dated as of June 10, 2024, by and between the Company and the Sales Agent (the “Prior Sales Agreement”), before commencing sales under the Sales Agreement.  As of August 4, 2026, approximately $16.0 million of shares of Common Stock remained available for issuance and sale under the Prior Sales Agreement.

The foregoing description of the Sales Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Sales Agreement, which is filed as Exhibit 1.1 to the Registration Statement and is incorporated herein by reference. The representations, warranties and covenants contained in the Sales Agreement were made only for purposes of such agreement and are solely for the benefit of the parties to such agreement.

This Current Report shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01.
Financial Statements and Exhibits

(d) Exhibits.

Exhibit
Number
Exhibit Description
10.1
Bed Bath & Beyond, Inc. 2026 Employment Inducement Equity Incentive Plan
10.2
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Bed, Bath & Beyond, Inc. 2026 Employment Inducement Equity Incentive Plan
10.3
Form of Performance Share Award Grant Notice and Performance Share Award Agreement under the Bed Bath & Beyond, Inc. 2026 Employment Inducement Equity Incentive Plan
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding expected sales under the New Sales Agreement. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to uncertainties of the consummation of the proposed transaction with Fathom Holdings Inc. and F9 Brands, Inc. and the timing thereof; our dependence on third parties, including our fulfillment partners;  our competition; consumer needs, expectations, or trends; our reliance on effective marketing; economic factors including recessions, downturns, inflation, exposure to the housing market, and consumer spending; trade policies or restrictions, including tariffs, and related macroeconomic effects; our changing business model and use of our brands, such as the Overstock brand, Bed Bath & Beyond brand, buybuy BABY brand, Kirkland’s and Kirkland’s Home brand, The Container Store; the changing job market and changes to our leadership team or compensation approach; our reliance on paid and natural search engines; our ability to become profitable or generate positive cash flows; our ability to raise additional capital, obtain financing, or monetize significant assets; our dependence on the Internet; our infrastructure; and transaction-processing systems; compliance with ever-evolving federal, state, and foreign laws; cyberattacks or data security incidents; legal proceedings to which we are subject; damage to our reputation or brand image; shipping and customer service; operations; technological advancements, including artificial intelligence; global conflicts; product safety and quality concerns, content and quality; our ever evolving business model; risks related to our Warrants; our investments in new business strategies, acquisitions, dispositions, partnerships, or other transactions; integration of newly acquired brands; and regulatory changes or actions related to cryptocurrencies and blockchain technology. Other important factors are discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026,  and in our subsequent filings with the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
BED BATH & BEYOND, INC.
     
 
By:
/s/ Marcus Lemonis
   
Marcus Lemonis
   
Chief Executive Officer
 
Date:
August 5, 2026


5

Source: View Original Filing on SEC EDGAR

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