Bed Bath & Beyond (BBBY) CEO receives 424,300 performance shares

Rhea-AI Filing Summary

Bed Bath & Beyond Executive Chairman and CEO Marcus Lemonis reported new equity awards. On February 4, 2026, he acquired 424,300 performance shares, each representing the right to receive one share of common stock, at a stated value of $0.001 per performance share.

These performance shares were originally granted on March 10, 2025 and are scheduled to vest in three equal installments on March 10, 2026, March 10, 2027, and March 10, 2028, based on continued service and previously determined performance results for fiscal 2025. The filing also reports 45,615 common stock warrants that were issued on October 7, 2025 as a pro‑rata distribution to all common shareholders, each with an exercise price of $15.50 per warrant.

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

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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^*

LEMONIS MARCUS

(Last) (First) (Middle)

433 ASCENSION WAY

3RD FLOOR

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EXECUTIVE CHAIRMAN & CEO

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)

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

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
Performance Shares	(1)	02/04/2026		A		424,300		(1)	(1)	Common Stock	424,300	$0.001	424,300	D
Common Stock Warrants	$15.5	10/07/2025		A		45,615(2)		12/03/2025	10/07/2026	Common Stock	45,615	$0.001	45,616	D

Explanation of Responses:

1. 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 March 10, 2026, March 10, 2027, and March 10, 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 424,300 performance shares were earned based on performance relative to the performance criteria for fiscal year 2025. Accordingly, the earned performance shares will vest based on continued service through the applicable vesting date specified above.

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 share of the Registrant's common stock at an exercise price of $15.50 per warrant. This distribution was exempt from immediate reporting under Section 16.

	/s/ Christina Wheeler, Attorney-in-Fact	02/06/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did BBBY CEO Marcus Lemonis report on this Form 4?

Marcus Lemonis reported 424,300 performance shares and 45,615 common stock warrants. The performance shares relate to a 2025 award, while the warrants were part of an earlier pro-rata distribution to all Bed Bath & Beyond common shareholders.

How do the 424,300 performance shares for BBBY27s CEO vest?

The 424,300 performance shares vest in three equal installments on March 10, 2026, March 10, 2027, and March 10, 2028. Vesting depends on Marcus Lemonis27 continued service, after the compensation committee determined the shares were earned based on fiscal 2025 performance.

What performance period determined Marcus Lemonis27 BBBY performance share payout?

The performance shares were earned based on Bed Bath & Beyond27s performance for fiscal year 2025. On February 4, 2026, the compensation committee determined that 424,300 performance shares were earned relative to the pre-established performance criteria for that fiscal year.

What are the terms of the Bed Bath & Beyond warrants reported by Marcus Lemonis?

The common stock warrants were originally issued on October 7, 2025 as a pro-rata distribution to all common shareholders. Each warrant allows the purchase of one share of Bed Bath & Beyond common stock at an exercise price of $15.50 per warrant.

Were the Bed Bath & Beyond warrants reported by the CEO newly granted?

No. The 45,615 warrants were originally issued on October 7, 2025 as a pro-rata distribution to all common stockholders. The filing notes this distribution was exempt from immediate Section 16 reporting and is now being reflected in the CEO27s holdings.

What role does Marcus Lemonis hold at Bed Bath & Beyond (BBBY)?

Marcus Lemonis serves as Executive Chairman and Chief Executive Officer of Bed Bath & Beyond, Inc. The Form 4 identifies him as both a director and an officer, reflecting his leadership and governance responsibilities at the company.