Bed Bath & Beyond Inc SEC Filings

BlackRock, Inc. filed Amendment No. 5 to Schedule 13G reporting beneficial ownership of 4,123,240 shares of Bed Bath & Beyond, Inc. common stock, representing 7.2% of the class as of 09/30/2025. BlackRock reported sole voting power over 4,025,167 shares and sole dispositive power over 4,123,240 shares, with no shared voting or dispositive power.

BlackRock certified the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The filing is signed by a Managing Director and includes a Power of Attorney exhibit.

Bed Bath & Beyond, Inc. is registering up to 6,884,548 shares of common stock for issuance upon exercise of newly distributed warrants. The company’s board approved a warrant dividend so that stockholders of record on October 2, 2025 receive one warrant for every ten common shares, with each warrant allowing the purchase of one share at a cash exercise price of $15.50 starting after a related Form S-3 becomes effective. The warrants are scheduled to expire on October 7, 2026, but this date can automatically move earlier if specified volume-weighted average price conditions are met, and the company may set an alternate expiration date subject to additional price tests. The company has applied to list the warrants on the New York Stock Exchange under the symbol “BBBY WS” and describes anti-dilution adjustments that can change the number of shares issuable per warrant.

Bed Bath & Beyond, Inc. is registering up to 6,884,548 shares of its common stock to cover issuances upon exercise of transferable warrants distributed to holders of Common Stock as of the Record Date. The Company distributed one Warrant for every ten shares outstanding and set an initial cash exercise price of $15.50 per Warrant. Unless earlier accelerated under the Warrant Agreement, Warrants are exercisable from the effectiveness of this registration statement through October 7, 2026. If all Warrants issued were exercised, the Company would have 75,730,029 shares outstanding after the exercise period. The Warrants are expected to trade on the NYSE under the ticker BBBY WS, but no assurance of an orderly market is provided. Proceeds from cash exercises will be received by the Company. The prospectus highlights customary risk factors, tax considerations for U.S. holders including basis allocation rules, potential anti-dilution adjustments that could create constructive distributions, indemnification provisions for directors and officers, and incorporation by reference to prior SEC filings and audited financial statements.

Bed Bath & Beyond, Inc. is registering up to 6,884,548 shares of its common stock to cover issuances upon exercise of transferable warrants distributed to holders of Common Stock as of the Record Date. The Company distributed one Warrant for every ten shares outstanding and set an initial cash exercise price of $15.50 per Warrant. Unless earlier accelerated under the Warrant Agreement, Warrants are exercisable from the effectiveness of this registration statement through October 7, 2026. If all Warrants issued were exercised, the Company would have 75,730,029 shares outstanding after the exercise period. The Warrants are expected to trade on the NYSE under the ticker BBBY WS, but no assurance of an orderly market is provided. Proceeds from cash exercises will be received by the Company. The prospectus highlights customary risk factors, tax considerations for U.S. holders including basis allocation rules, potential anti-dilution adjustments that could create constructive distributions, indemnification provisions for directors and officers, and incorporation by reference to prior SEC filings and audited financial statements.

Jane Street disclosed collective ownership of 2,910,102 shares of Bed Bath & Beyond common stock, representing 5.1% of the class as of the 09/30/2025 event date. The filing lists four related reporting entities — Jane Street Group, LLC, Jane Street Capital, LLC, Jane Street Options, LLC, and Jane Street Global Trading, LLC — each organized in Delaware and sharing voting and dispositive power over the reported positions. Individual holdings reported are 2,200,000 shares by Jane Street Global Trading, 647,900 by Jane Street Options, and 62,202 by Jane Street Capital, with the parent aggregation at 2,910,102 shares. The filing certifies the shares were not acquired to change or influence control.

Jane Street disclosed collective ownership of 2,910,102 shares of Bed Bath & Beyond common stock, representing 5.1% of the class as of the 09/30/2025 event date. The filing lists four related reporting entities — Jane Street Group, LLC, Jane Street Capital, LLC, Jane Street Options, LLC, and Jane Street Global Trading, LLC — each organized in Delaware and sharing voting and dispositive power over the reported positions. Individual holdings reported are 2,200,000 shares by Jane Street Global Trading, 647,900 by Jane Street Options, and 62,202 by Jane Street Capital, with the parent aggregation at 2,910,102 shares. The filing certifies the shares were not acquired to change or influence control.

Bed Bath & Beyond, Inc. filed an 8-K noting it issued a press release and posted supplemental FAQs about its previously announced warrant dividend distribution to shareholders of common stock as of the October 2, 2025 record date. These supplemental FAQs update and, where different, supersede an earlier set of FAQs about the warrant distribution.

The company explains that warrants will be issued as a distribution for no consideration, and that this issuance has not been registered under the Securities Act because such a free distribution is not treated as a sale. A Form 8-A registration statement and a prospectus supplement describing the warrant terms will be filed with the SEC and made available on the SEC’s website, and holders are directed to read the prospectus supplement and, when available, the warrant agreement, which will govern their rights. The filing also includes forward-looking statements about the anticipated distribution, possible gross proceeds from warrant exercises, expected use of those proceeds, and potential trading of the warrants on the New York Stock Exchange, noting these are subject to various risks and uncertainties.

Bed Bath & Beyond, Inc. updated its dealings with The Brand House Collective, Inc. on September 15, 2025. The company amended its existing term loan credit agreement to add new delayed-draw term loan commitments with an aggregate original principal amount of $20 million, which the company can convert into equity of The Brand House Collective, up to 75% of its outstanding common stock, under agreed conditions.

The company also amended its asset purchase agreement for the Kirkland’s brand, increasing the total purchase price from $5.233 million to $10 million for trademarks, domain names, and related brand assets, paid at closing on September 15, 2025. At the same time, Bed Bath & Beyond amended the existing trademark license so The Brand House Collective can continue using the Kirkland’s brand for its current stores, websites, and products, including an exclusive license for existing brick-and-mortar stores that lasts until the earlier of September 15, 2027 or the rebranding or closure of all such stores.

Bed Bath & Beyond, Inc. announced a warrant dividend to its common shareholders. Investors of record as of the close of business on October 2, 2025 will receive warrants to purchase additional common shares.

Each holder will receive one warrant for every ten shares of common stock, rounded down, with an exercise price of $15.50 per share. The warrants are expected to be distributed on or around October 7, 2025 and will expire on October 7, 2026. The company intends to apply to list the warrants on the New York Stock Exchange under the symbol BBBYW, allowing them to trade separately.

The company plans to file a Form 8-A registration statement and a prospectus supplement describing the warrant terms, and it has posted a detailed FAQ for investors. The communication clarifies that the warrant dividend itself is not an offer or sale of securities under the Securities Act.

Brand House Collective, Inc. (TBHC) disclosed an amendment to a Schedule 13D showing Bed Bath & Beyond, Inc. beneficially owns 13,404,280 shares, representing 49.8% of the outstanding common stock based on 22,461,383 shares outstanding as of September 9, 2025. Bed Bath & Beyond amended its credit arrangements with the issuer on September 15, 2025, by committing to $20.0 million of delayed-draw term loan commitments evidenced by convertible Delayed Draw Notes. The Delayed Draw Notes and existing Notes can convert into 4,469,815 shares currently exercisable, equal to 19.9% of outstanding shares. The credit amendments also adjust a change-of-control threshold from 65% to 75%.

Brand House Collective, Inc. (TBHC) disclosed an amendment to a Schedule 13D showing Bed Bath & Beyond, Inc. beneficially owns 13,404,280 shares, representing 49.8% of the outstanding common stock based on 22,461,383 shares outstanding as of September 9, 2025. Bed Bath & Beyond amended its credit arrangements with the issuer on September 15, 2025, by committing to $20.0 million of delayed-draw term loan commitments evidenced by convertible Delayed Draw Notes. The Delayed Draw Notes and existing Notes can convert into 4,469,815 shares currently exercisable, equal to 19.9% of outstanding shares. The credit amendments also adjust a change-of-control threshold from 65% to 75%.