Bed Bath & Beyond reporting persons Mitchell Rosen, Sharon Rosen and their respective revocable trusts state aggregate beneficial ownership of 7,200,000 shares of Common Stock as of June 30, 2026. The filing explains each trust directly holds 3,600,000 shares and that Mitchell and Sharon Rosen may each be deemed to beneficially own 7,200,000 shares by virtue of trustee relationships and spousal status. The filing bases percentage calculations on 81,138,495 shares outstanding, yielding ownership percentages of 8.9% for each individual and 4.4% for each trust. The Reporting Persons submitted an Amendment No. 1 to add omitted language and a Joint Filing Agreement dated July 6, 2026.
The filing clarifies that the Mitchell A. Rosen Revocable Trust and the Sharon Rosen Revocable Trust each hold 3,600,000 shares and that the spouses serve as trustees, producing an aggregate beneficial ownership figure of 7,200,000 shares as of June 30, 2026. The statement carefully disclaims admission of beneficial ownership for Section 13(d)/(g) purposes except for pecuniary interest.
Governance implications depend on whether the parties act in concert; the filing includes a Joint Filing Agreement dated July 6, 2026 while expressly reserving that formation of a "group" is not admitted. Subsequent filings would be the proper place to disclose any coordinated voting or solicitation activity.
Percentage math and as-of anchors are explicit; share base is disclosed.
The percentages use an 81,138,495 shares outstanding base and incorporate issuance of 7,200,000 shares to the reporting persons in the triggering transaction. All ownership counts include precise voting and dispositive-power breakdowns by person and trust.
Material follow-ups to watch for in later filings include any change in voting arrangements, sales or additional issuances. Cash‑flow treatment of the triggering transaction and the transaction document are not reproduced here.
Key Figures
Aggregate beneficial ownership:7,200,000 sharesShares per trust:3,600,000 sharesShares outstanding used:81,138,495 shares+3 more
6 metrics
Aggregate beneficial ownership7,200,000 sharesAs of <date>June 30, 2026</date>
Shares per trust3,600,000 sharesMitchell and Sharon Rosen Revocable Trusts direct holdings
Shares outstanding used81,138,495 sharesCalculation base for percentages
Individual ownership percentage8.9%Mitchell Rosen and Sharon Rosen each
"As of June 30, 2026, the Reporting Persons beneficially owned an aggregate..."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Joint Filing Agreementregulatory
"The Reporting Persons have entered into a Joint Filing Agreement, dated as of July 6, 2026"
revocable trustfinancial
"the Mitchell A. Rosen Revocable Trust Dated March 21, 2017"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
What does the Schedule 13G/A filed by the Rosens for BBBY report?
It reports aggregate beneficial ownership of 7,200,000 shares of Bed Bath & Beyond as of June 30, 2026. The filing specifies each spouse may be deemed to own that aggregate total via two revocable trusts that each hold 3,600,000 shares.
How was the 8.9% ownership percentage for BBBY calculated?
The 8.9% figure is calculated using a share base of 81,138,495 shares outstanding. That base includes 73,938,495 previously outstanding plus 7,200,000 shares issued in the transaction described in the filing.
Which entities directly hold the BBBY shares reported by the Rosens?
Each revocable trust directly holds 3,600,000 shares: the Mitchell A. Rosen Revocable Trust and the Sharon Rosen Revocable Trust. The filing shows trustee voting and dispositive power assignments for those holdings.
Does this filing mean the Rosens formed an investment group for BBBY?
The filing includes a Joint Filing Agreement dated July 6, 2026 but expressly states that the Reporting Persons do not admit they constitute a "group" for Section 13(d) or 13(g) purposes. The agreement governs joint filing only.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
BED BATH & BEYOND, INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
690370101
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
690370101
1
Names of Reporting Persons
Rosen Mitchell A.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,600,000.00
6
Shared Voting Power
3,600,000.00
7
Sole Dispositive Power
3,600,000.00
8
Shared Dispositive Power
3,600,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,200,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The aggregate beneficial ownership includes 3,600,000 shares held by the Sharon Rosen Revocable Trust Dated March 21, 2017, over which the Reporting Person shares voting and dispositive power as co-trustee, and which the Reporting Person may be deemed to beneficially own by virtue of his relationship with Sharon Rosen.
SCHEDULE 13G
CUSIP Number(s):
690370101
1
Names of Reporting Persons
Mitchell A. Rosen Revocable Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,600,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,600,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,600,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
690370101
1
Names of Reporting Persons
Rosen Sharon
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,600,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,600,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,200,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The aggregate beneficial ownership includes 3,600,000 shares held by the Mitchell A. Rosen Revocable Trust Dated March 21, 2017, which the Reporting Person may be deemed to beneficially own solely by virtue of her relationship with Mitchell Rosen.
SCHEDULE 13G
CUSIP Number(s):
690370101
1
Names of Reporting Persons
Sharon Rosen Revocable Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,600,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,600,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,600,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Explanatory Note to Amendment No. 1: The reporting persons are filing this Amendment No. 1 to the Schedule 13G to address language inadvertently omitted from the initial Schedule 13G and to include the Joint Filing Agreement. This Amendment No. 1 supersedes in its entirety the initial filing.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BED BATH & BEYOND, INC.
(b)
Address of issuer's principal executive offices:
433 W. ASCENSION WAY, 3RD FLOOR, MURRAY, UT 84123
Item 2.
(a)
Name of person filing:
This Schedule 13G is filed jointly by (i) Mitchell Rosen, (ii) Sharon Rosen, (iii) the Mitchell A. Rosen Revocable Trust Dated March 21, 2017 (the "Mitchell Rosen Trust") and (iv) the Sharon Rosen Revocable Trust Dated March 21, 2017 (the "Sharon Rosen Trust"). Each of the foregoing is referred to herein as a "Reporting Person" and collectively as the "Reporting Persons."
The Mitchell Rosen Trust directly holds 3,600,000 shares of the Registrant's Common Stock, $0.0001 par value ("Common Stock"). Mitchell Rosen serves as trustee and grantor of the Mitchell Rosen Trust and, in such capacity, has sole voting and dispositive power over the Common Stock held by such trust.
The Sharon Rosen Trust directly holds 3,600,000 shares of Common Stock. Sharon Rosen and Mitchell Rosen serve as co-trustees of the Sharon Rosen Trust and, in such capacities, share voting and dispositive power over the Common Stock held by such trust.
Mitchell Rosen and Sharon Rosen are spouses. Based on their relationship and their respective relationships with the trusts described herein, Mitchell Rosen and Sharon Rosen may each be deemed to beneficially own an aggregate of 7,200,000 shares of Common Stock, consisting of 3,600,000 shares held directly by the Mitchell Rosen Trust and 3,600,000 shares held directly by the Sharon Rosen Trust.
The filing of this Schedule 13G shall not be deemed an admission that any Reporting Person is, for purposes of Section 13(d) or Section 13(g) of the Act or otherwise, the beneficial owner of any securities reported herein as beneficially owned by any other Reporting Person, except to the extent of such Reporting Person's pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The address of each Reporting Person is 139 Island Estates Parkway Palm Coast, Florida 32137
(c)
Citizenship:
Mitchell Rosen is a citizen of the United States of America.
Sharon Rosen is a citizen of the United States of America.
The Mitchell A. Rosen Revocable Trust Dated March 21, 2017 is a Florida trust.
The Sharon Rosen Trust is a Florida trust.
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP No.:
690370101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of June 30, 2026, the Reporting Persons beneficially owned an aggregate of 7,200,000 shares of Common Stock.
As of June 30, 2026, Mitchell Rosen may be deemed to beneficially own an aggregate of 7,200,000 shares of Common Stock, consisting of (i) 3,600,000 shares of Common Stock held directly by the Mitchell Rosen Trust, for which Mitchell Rosen serves as sole trustee, and over which Mitchell Rosen has sole voting and dispositive power, and (ii) 3,600,000 shares of Common Stock held directly by the Sharon Rosen Trust, for which Mitchell Rosen serves as co-trustee and over which Mitchell Rosen shares voting and dispositive power with Sharon Rosen, and which Mitchell Rosen may be deemed to beneficially own by virtue of his relationship with Sharon Rosen.
As of June 30, 2026, Sharon Rosen may be deemed to beneficially own an aggregate of 7,200,000 shares of Common Stock, consisting of (i) 3,600,000 shares of Common Stock held directly by the Sharon Rosen Trust, for which Sharon Rosen serves as co-trustee, and over which Sharon Rosen shares voting and dispositive power with Mitchell Rosen, and (ii) 3,600,000 shares of Common Stock held directly by the Mitchell Rosen Trust, which Sharon Rosen may be deemed to beneficially own by virtue of her relationship with Mitchell Rosen.
As of June 30, 2026, the Mitchell Rosen Trust directly beneficially owned 3,600,000 shares of Common Stock, over which Mitchell Rosen has sole voting and dispositive power as trustee of such trust.
As of June 30, 2026, the Sharon Rosen Trust directly beneficially owned 3,600,000 shares of Common Stock, over which Sharon Rosen and Mitchell Rosen share voting and dispositive power as co-trustees of such trust.
Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein as beneficially owned by any other Reporting Person, except to the extent of such Reporting Person's pecuniary interest therein, and the filing of this Statement shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) or Section 13(g) of the Exchange Act, or for any other purpose, the beneficial owner of such securities.
(b)
Percent of class:
The percentages set forth below are calculated based on 81,138,495 shares of Common Stock outstanding, consisting of (i) 73,938,495 shares of Common Stock outstanding as of April 24, 2026, as reported by the Registrant in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 27, 2026, plus (ii) 7,200,000 shares of Common Stock issued to the Reporting Persons in connection with the transaction giving rise to this filing.
Mitchell Rosen: 8.9%
Sharon Rosen: 8.9%
Mitchell A. Rosen Revocable Trust Dated March 21, 2017: 4.4%
Sharon Rosen Revocable Trust Dated March 21, 2017: 4.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Mitchell Rosen: 3,600,000
Sharon Rosen: 0
Mitchell A. Rosen Revocable Trust Dated March 21, 2017: 3,600,000
Sharon Rosen Revocable Trust Dated March 21, 2017: 3,600,000
(ii) Shared power to vote or to direct the vote:
Mitchell Rosen: 3,600,000
Sharon Rosen: 3,600,000
Mitchell A. Rosen Revocable Trust Dated March 21, 2017: 0
Sharon Rosen Revocable Trust Dated March 21, 2017: 0
(iii) Sole power to dispose or to direct the disposition of:
Mitchell Rosen: 3,600,000
Sharon Rosen: 0
Mitchell A. Rosen Revocable Trust Dated March 21, 2017: 3,600,000
Sharon Rosen Revocable Trust Dated March 21, 2017: 3,600,000
(iv) Shared power to dispose or to direct the disposition of:
Mitchell Rosen: 3,600,000
Sharon Rosen: 3,600,000
Mitchell A. Rosen Revocable Trust Dated March 21, 2017: 0
Sharon Rosen Revocable Trust Dated March 21, 2017: 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1.
The Reporting Persons have entered into a Joint Filing Agreement, dated as of July 6, 2026, pursuant to which they have agreed to the joint filing of this Schedule 13G and any amendments hereto. The filing of this Schedule 13G and the Joint Filing Agreement shall not be deemed an admission that the Reporting Persons constitute a "group" for purposes of Section 13(d) or Section 13(g) of the Act or the rules and regulations thereunder.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
