COO of Bed Bath & Beyond (NASDAQ: BBBY) receives 14,160-share award

Rhea-AI Filing Summary

Bed Bath & Beyond, Inc. Chief Operating Officer Lisa Foley Dubois reported receiving a stock award of 14,160 shares of common stock. The award, recorded at a price of $0.00 per share, leaves her holding 14,160 shares directly after the transaction.

The acquisition stems from a merger with The Brand House Collective, Inc. Under an Agreement and Plan of Merger, each TBHC common share she held and each TBHC restricted share unit was converted into Bed Bath & Beyond common stock at a 0.1993-for-1 exchange ratio, with shares also used to satisfy tax withholding.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Dubois Lisa Foley

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	14,160	$0.00	--

Holdings After Transaction: Common Stock — 14,160 shares (Direct)

Footnotes (1)

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Key Figures

Shares acquired: 14,160 shares Price per share: $0.00 per share Post-transaction holdings: 14,160 shares +1 more

4 metrics

Shares acquired 14,160 shares Common Stock grant on April 2, 2026

Price per share $0.00 per share Recorded value for stock award

Post-transaction holdings 14,160 shares Total common shares held directly after grant

Exchange ratio 0.1993 Shares of BBBY common stock per TBHC common share or RSU

Key Terms

Agreement and Plan of Merger, restricted share unit, Exchange Ratio, Fractional Share Consideration, +1 more

5 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger, dated as of November 24, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

restricted share unit financial

"each TBHC restricted share unit ("TBHC RSU") became fully vested"

A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.

Exchange Ratio financial

"converted into the right to receive 0.1993 shares (the "Exchange Ratio")"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

Fractional Share Consideration financial

"0.1993 shares ... plus any Fractional Share Consideration"

tax withholding financial

"plus any Fractional Share Consideration less a number of shares to satisfy tax withholding"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Dubois Lisa Foley

(Last) (First) (Middle)

433 ASCENSION WAY

SUITE 300

(Street)

MURRAY UTAH 84123

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/02/2026		A		14,160(1)	A	$0	14,160	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

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of November 24, 2025, by and among the Issuer, The Brand House Collective, Inc. ("TBHC") and Knight Merger Sub II (the "Merger Agreement"), on April 2,2026 (i) each share of TBHC common stock held by the reporting person was cancelled and converted into the right to receive 0.1993 shares (the "Exchange Ratio") of the Issuer's common stock, plus any Fractional Share Consideration, and (ii) each TBHC restricted share unit ("TBHC RSU") became fully vested and was converted into the right to receive the number of shares of the Issuer's common stock equal to the number of shares of TBHC common stock subject to such TBHC RSU multiplied by the Exchange Ratio, plus any Fractional Share Consideration less a number of shares to satisfy tax withholding, as applicable.

	/s/ Christina Wheeler, Attorney-in-Fact	04/06/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did BBBY COO Lisa Foley Dubois report in this Form 4?

Lisa Foley Dubois reported receiving 14,160 shares of Bed Bath & Beyond common stock. The shares were recorded at $0.00 per share and reflect a stock award tied to the company’s merger with The Brand House Collective, Inc., rather than an open-market purchase.

Was the BBBY COO’s 14,160-share transaction a stock purchase or a grant?

The 14,160-share transaction for the BBBY COO was a grant or award acquisition, not a market purchase. It arose from equity conversion mechanics in a merger agreement, where prior holdings in The Brand House Collective, Inc. were exchanged for Bed Bath & Beyond common stock.

How is the TBHC merger reflected in Lisa Foley Dubois’s BBBY share grant?

The TBHC merger converted each TBHC common share held by Lisa Foley Dubois into Bed Bath & Beyond common stock using a 0.1993 exchange ratio. Her TBHC restricted share units also fully vested and converted into Bed Bath & Beyond shares under the same ratio, subject to tax withholding.

What does the 0.1993 exchange ratio mean for BBBY and TBHC shareholders?

The 0.1993 exchange ratio means each TBHC common share became the right to receive 0.1993 Bed Bath & Beyond common shares. This fixed ratio determined how many BBBY shares TBHC equity holders, including holders of restricted share units, received when their interests were converted in the merger.

How many Bed Bath & Beyond shares does the COO hold after this transaction?

After this reported transaction, the COO directly holds 14,160 shares of Bed Bath & Beyond common stock. That figure reflects the shares received through the merger-related conversion and vesting, net of any shares used to cover tax withholding obligations described in the transaction footnote.

Did tax withholding affect the BBBY shares received by the COO from TBHC RSUs?

Yes. Each TBHC restricted share unit converted into a right to receive Bed Bath & Beyond shares based on the 0.1993 exchange ratio, but a portion of those resulting BBBY shares was withheld to satisfy applicable tax obligations, reducing the net number of shares ultimately delivered.