Every S-3 that Bed Bath & Beyond, Inc. (BBBY) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A S-3 covers the shelf registration that lets an established company sell over time, so if you follow BBBY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BBBY filings page.
Bed Bath & Beyond, Inc. has filed a shelf registration to permit the resale of up to 46,229,056 shares of common stock by existing holders. The registered shares include 13,570,481 shares issued in the TCS Merger, up to 25,458,575 shares issuable upon conversion of 5.00% Convertible Senior Notes due 2033 (including make‑whole conversion shares), and 7,200,000 shares issued in the SFV Merger. The company is not selling shares and will receive no proceeds from these resales, though it will bear registration expenses.
The convertible notes total $111,254,000 in principal, carry a 5.00% coupon, mature July 8, 2033, and are initially convertible at 109.8901 shares per $1,000 principal (about $9.10 per share), with potential conversion-rate increases after certain corporate events. Failure to obtain required stockholder approval to issue conversion shares can raise the interest rate up to 12.00% and force cash settlement of conversions, which the company notes could strain liquidity. As of July 31, 2026, 95,330,379 shares were outstanding; the NYSE trading price was $5.32 on August 3, 2026, so full note conversion and resale could be dilutive to existing holders.
Bed Bath & Beyond, Inc. has filed a shelf registration statement allowing it to offer up to $200,000,000 in common stock, preferred stock, debt securities, warrants, purchase contracts and units. This total includes up to $200,000,000 of common stock that may be sold through an at-the-market offering program with JonesTrading.
Under the new Capital on Sales Agreement, JonesTrading may sell common shares as sales agent or principal at prevailing market prices, earning a commission of up to 2.0%. A prior 2024 JonesTrading program had $16.0 million of capacity remaining. The common stock last traded at $5.32 per share on August 3, 2026.
The company describes itself as an omni-channel retailer owning brands including Bed Bath & Beyond, Overstock and buybuy BABY, and notes plans to transfer its listing from the NYSE to Nasdaq and to change its corporate name to Neighborhood Intelligence, Inc. with ticker “NXH” effective August 17, 2026.
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.