Bed Bath & Beyond (BBBY) CEO gains stock as awards vest, taxes withheld

Rhea-AI Filing Summary

Bed Bath & Beyond executive chairman and CEO Marcus Lemonis reported a series of equity compensation transactions on March 10, 2026. He exercised 166,666 restricted stock units and 141,432 performance shares into an equal number of common shares at a conversion price of $0.00 per share.

He also received common stock awards of 166,666 and 141,432 shares, while 59,813 and 34,680 shares were withheld at $4.91 per share to cover tax obligations. After these vesting and tax-withholding transactions, Lemonis directly holds 669,756 shares of Bed Bath & Beyond common stock.

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)
03/10/2026

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
Common Stock	03/10/2026		A		166,666	A	(1)	622,817	D
Common Stock	03/10/2026		F		59,813	D	$4.91	563,004	D
Common Stock	03/10/2026		A		141,432	A	(2)(3)	704,436	D
Common Stock	03/10/2026		F		34,680	D	$4.91	669,756	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)	03/10/2026		M			166,666	(1)	(1)	Common Stock	166,666	$0	333,334(1)	D
Performance Shares	(2)(3)	03/10/2026		M			141,432	(2)(3)	(2)(3)	Common Stock	141,432	$0	282,868(2)(3)	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 March 10, 2026, March 10, 2027 and March 10, 2028. Vested shares are delivered to the reporting person promptly after the restricted stock units vest. Amounts shown reflect restricted stock units from the subject grant beneficially owned following the transaction reported herein.

2. 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, one-third of the earned performance shares (or 141,432 performance shares) vested on March 10, 2026.

3. (Continued from footnote 2) The remaining earned performance shares will vest based on continued service through the applicable vesting date specified above. Amounts shown reflect performance shares from the subject grant beneficially owned following the transaction reported herein.

	/s/ Christina Wheeler, Attorney-in-Fact	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did BBBY CEO Marcus Lemonis report on March 10, 2026?

Marcus Lemonis reported equity compensation activity, not open-market trading. He exercised 166,666 restricted stock units and 141,432 performance shares into common stock at $0.00 per share, reflecting routine vesting of prior awards rather than discretionary buying or selling in the market.

How many Bed Bath & Beyond (BBBY) shares does Marcus Lemonis hold after these Form 4 transactions?

After the reported transactions, Marcus Lemonis directly holds 669,756 shares of Bed Bath & Beyond common stock. This figure reflects the net result of award vesting, share deliveries, and shares withheld to satisfy tax obligations associated with the vested restricted stock units and performance shares.

What happened to Marcus Lemonis’s restricted stock units in the latest BBBY Form 4?

Each restricted stock unit converts into one share of common stock. On March 10, 2026, 166,666 restricted stock units vested in one of three equal annual installments, and vested shares were delivered to Marcus Lemonis, consistent with the grant’s scheduled vesting terms described in the footnotes.

How are BBBY performance shares for Marcus Lemonis vesting based on fiscal 2025 results?

Performance shares vest based on meeting performance criteria and continued service. The compensation committee determined 424,300 performance shares were earned for fiscal 2025, and 141,432 of those earned shares vested on March 10, 2026, with remaining earned shares scheduled to vest in equal installments in later years.

Why were some BBBY shares withheld in Marcus Lemonis’s March 10, 2026 Form 4?

The Form 4 shows code F transactions for tax withholding. A total of 59,813 and 34,680 shares of common stock were withheld at $4.91 per share, representing shares delivered to cover tax liabilities tied to the vesting and delivery of equity awards, not market sales.