Bed Bath & Beyond (BBBY) CFO logs RSU vesting, tax share sale and new warrants

Rhea-AI Filing Summary

Bed Bath & Beyond (BBBY) President & CFO Adrianne Lee reported equity award activity and a warrant grant. On January 23, 2026, 20,965 restricted stock units vested and were converted into the same number of common shares at a nominal exercise price of $0.0001 per share. After this transaction, Lee directly held 81,399 common shares.

On the same date, 6,049 shares of common stock were withheld and disposed of at $6.87 per share in a transaction coded "F," which typically reflects shares withheld to cover taxes, leaving Lee with 75,350 common shares. The Form 4 also reports 6,043 common stock warrants, originally issued on October 7, 2025 as a pro‑rata distribution to all common shareholders, each allowing the purchase of one share at 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^*

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)
01/23/2026

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	01/23/2026		M		20,965	A	$0.0001	81,399	D
Common Stock	01/23/2026		F		6,049	D	$6.87	75,350	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)	01/23/2026		M			20,965	(1)	(1)	Common Stock	20,965	$0	75,336	D
Common Stock Warrant	$15.5	10/07/2025		A		6,043(2)		12/03/2025	10/07/2026	Common Stock	6,043	$0	6,043	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 have vested in three equal installments at the close of business on January 23, 2024, January 23, 2025, and January 23, 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.

	/s/ Christina Wheeler, Attorney-in-Fact	01/27/2026
	** 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 transaction did BBBY President & CFO Adrianne Lee report?

Adrianne Lee reported the vesting and exercise of 20,965 restricted stock units into common stock on January 23, 2026, plus related tax withholding and a previously issued warrant position.

How many Bed Bath & Beyond (BBBY) shares did Adrianne Lee acquire from RSU vesting?

On January 23, 2026, Lee acquired 20,965 shares of Bed Bath & Beyond common stock upon vesting of an equal number of restricted stock units at an exercise price of $0.0001 per share.

Why were 6,049 BBBY shares disposed of in Adrianne Lee’s Form 4?

The filing shows 6,049 common shares disposed of on January 23, 2026 in a transaction coded "F" at $6.87 per share, which typically indicates shares withheld to satisfy tax obligations related to the equity award.

How many Bed Bath & Beyond shares does Adrianne Lee own after these transactions?

Following the reported transactions on January 23, 2026, Adrianne Lee directly beneficially owned 75,350 shares of Bed Bath & Beyond common stock, according to the Form 4.

What Bed Bath & Beyond warrants are reported in this Form 4?

The Form 4 reports 6,043 common stock warrants, 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 per warrant.

How did the restricted stock units for BBBY’s President & CFO vest?

The restricted stock units vested in three equal installments at the close of business on January 23, 2024, January 23, 2025, and January 23, 2026, with vested shares delivered promptly after each vesting date.