Bed Bath & Beyond (BBBY) CFO stock awards vest and cover taxes

Rhea-AI Filing Summary

Bed Bath & Beyond, Inc. President & CFO Lee Adrianne reported multiple equity award vestings and related share transactions on February 4, 2026. Restricted stock units and performance shares converted into common stock at a nominal exercise price of $0.0001–$0.001 per share as they vested.

To satisfy tax withholding obligations, the company withheld shares of common stock at a price of $5.62 per share under transaction code "F". After all reported conversions and tax-withholding transactions, Lee Adrianne directly owned 108,377 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^*

Lee Adrianne

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CFO

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
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
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FAQ

What insider activity did BBBY President & CFO Lee Adrianne report?

Lee Adrianne reported vesting and settlement of restricted stock units and performance shares into Bed Bath & Beyond common stock on February 4, 2026. Related tax obligations were satisfied through share withholding, and total directly owned common shares increased to 108,377 after all reported transactions.

How many Bed Bath & Beyond shares does the BBBY CFO own after these Form 4 transactions?

Following the February 4, 2026 transactions, President & CFO Lee Adrianne directly owned 108,377 shares of Bed Bath & Beyond common stock. This figure reflects all reported award conversions and associated share withholding for taxes disclosed in the Form 4 filing.

What types of equity awards vested for BBBY CFO Lee Adrianne on February 4, 2026?

Restricted stock units and performance shares vested for President & CFO Lee Adrianne on February 4, 2026. Each award represents a contingent right to receive one share of Bed Bath & Beyond common stock, with vesting in three equal installments across 2026, 2027, and 2028, subject to performance conditions.

At what price were BBBY shares withheld for taxes in the CFO’s Form 4 filing?

Common shares were withheld at a price of $5.62 per share to cover tax withholding obligations. These transactions are coded "F" on the Form 4 and reduce the number of shares delivered to the executive upon vesting of stock-based awards.

What do the performance share footnotes in the BBBY Form 4 explain?

The footnotes explain that performance shares vest in three installments, subject to meeting fiscal 2025 performance criteria. For one grant, 48,216 performance shares were earned and 16,072 vested; for another, 15,714 were earned and 5,238 vested, with remaining earned shares vesting over 2027 and 2028.

Are the BBBY CFO’s restricted stock units and performance shares settled in stock?

Yes. Each restricted stock unit and each performance share represents a contingent right to receive one share of Bed Bath & Beyond common stock. Vested shares are delivered to the reporting person promptly after vesting, subject to tax withholding through share reductions.