Did Bed Bath & Beyond (BBBY) disclose any related-party transactions for the new appointments?

The company stated that neither Brian LaRose nor Tamara Ward, nor their immediate families, have transactions requiring disclosure under Item 404(a) of Regulation S-K. It also reports no special arrangements leading to their appointments.

Bed Bath & Beyond adds director, expands CFO role

Bed Bath & Beyond, Inc. announced leadership changes focused on finance and board governance.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Bed Bath & Beyond, Inc. announced leadership changes focused on finance and board governance. The Board appointed Chief Financial Officer Brian LaRose to also serve as principal accounting officer, effective May 15, 2026, replacing Leah Putnam in that role. The company states there are no special arrangements behind his appointment and notes that he has no family ties or related-party transactions with directors or executives that require disclosure.

The Board also appointed Tamara Ward as a director effective May 15, 2026, with her term running until the 2027 annual stockholder meeting or earlier departure. She was named Chair of the Compensation Committee and a member of the Audit Committee. Under the existing non-employee director compensation program, Ward received restricted stock units valued at $165,000 and will earn a $75,000 annual cash retainer, paid quarterly. The company plans to enter into its standard indemnification agreement with her and reports no related-party transactions requiring disclosure.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Effective date of appointments: May 15, 2026 Director RSU grant value: $165,000 Annual cash retainer: $75,000 +2 more

5 metrics

Effective date of appointments May 15, 2026 Board actions for LaRose and Ward

Director RSU grant value $165,000 Annual restricted stock units to Tamara Ward

Annual cash retainer $75,000 Director cash retainer for Tamara Ward

Director term end 2027 Ward’s term expires at 2027 annual meeting

8-K signature date May 20, 2026 Report signed by CEO Marcus Lemonis

Key Terms

principal accounting officer, restricted stock units, Compensation Committee, Audit Committee, +1 more

5 terms

principal accounting officer financial

"appointed the Company’s Chief Financial Officer and principal financial officer, Brian LaRose, to also serve as the Company’s principal accounting officer"

The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.

restricted stock units financial

"Ms. Ward was granted restricted stock units with an aggregate value of $165,000"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Compensation Committee financial

"appointed Ms. Ward as Chair of the Compensation Committee of the Board"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Audit Committee financial

"and as a member of the Audit Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

indemnification agreement financial

"The Company and Ms. Ward intend to enter into the Company’s standard form of indemnification agreement"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did Bed Bath & Beyond (BBBY) announce in this 8-K?

Bed Bath & Beyond expanded CFO Brian LaRose’s role, naming him principal accounting officer effective May 15, 2026. He now serves as both principal financial officer and principal accounting officer, consolidating key finance responsibilities under one executive.

Who is the new director appointed to Bed Bath & Beyond (BBBY) board?

The Board appointed Tamara Ward as a director effective May 15, 2026. Her term runs until the 2027 annual stockholders’ meeting or earlier departure, and she joins the Compensation and Audit Committees in key oversight roles.

What board committee roles will Tamara Ward hold at Bed Bath & Beyond (BBBY)?

Tamara Ward will serve as Chair of the Compensation Committee and as a member of the Audit Committee. These positions place her at the center of executive pay oversight and financial reporting governance at Bed Bath & Beyond.

How is new director Tamara Ward compensated at Bed Bath & Beyond (BBBY)?

Tamara Ward received restricted stock units valued at $165,000 as her annual equity award and will earn a $75,000 annual cash retainer, paid quarterly. Her compensation follows the company’s standard non-employee director program.

Will Bed Bath & Beyond (BBBY) enter an indemnification agreement with Tamara Ward?

Yes, the company and Tamara Ward intend to enter into Bed Bath & Beyond’s standard form of indemnification agreement. Such agreements typically protect directors from certain liabilities incurred while performing board duties, subject to legal limits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/20/2026 - 06:11 AM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

May 15, 2026

Date of Report (date of earliest event reported)

Bed Bath & Beyond, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-41850

87-0634302

(State or other jurisdiction of

(Commission File Number)

(I.R.S. Employer

incorporation)

Identification Number)

433 W. Ascension Way, 3rd Floor

Murray, Utah 84123

(Address of principal executive offices)(Zip Code)

(801) 947-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

BBBY

New York Stock Exchange

Warrants to Purchase Shares of Common Stock

BBBY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Principal Accounting Officer

On May 15, 2026, the Board of Directors (the “Board”) of Bed Bath & Beyond, Inc. (the “Company”) appointed the Company’s Chief Financial Officer and principal financial officer, Brian LaRose, to also serve as the Company’s principal accounting officer, effective May 15, 2026, succeeding Leah Putnam as principal accounting officer.

There are no arrangements or understandings between Mr. LaRose and any other person pursuant to which Mr. LaRose was appointed principal accounting officer.

Mr. LaRose’s biography can be found in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2026.

Mr. LaRose does not have any family relationship with any of the Company’s directors or executive officers.

Neither Mr. LaRose nor any of his immediate family members has had (or proposes to have) a direct or indirect material interest in a transaction in which the Company or any of the Company’s subsidiaries was (or is to be) a participant that would be required to be disclosed under Item 404(a) of Regulation S-K.

Appointment of Director

On May 15, 2026, the Board appointed Tamara Ward as a member of the Board, effective as of such date. Ms. Ward’s term will expire at the Company’s annual meeting of stockholders to be held in 2027 or until her earlier death, resignation, or removal. On May 15, 2026, the Board also appointed Ms. Ward as Chair of the Compensation Committee of the Board and as a member of the Audit Committee of the Board effective as of such date.

As a director of the Company, Ms. Ward will participate in the same compensation program as the other non-employee members of the Board, as described under “Compensation of Directors” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2026. Pursuant to this compensation program, on May 15, 2026, Ms. Ward was granted restricted stock units with an aggregate value of $165,000, representing the annual award of restricted stock units granted to eligible non-employee directors. Ms. Ward will also be entitled to receive an annual cash retainer of $75,000 to be paid on a quarterly basis for her service as director.

There are no arrangements or understandings between Ms. Ward and any other person pursuant to which Ms. Ward was appointed a director.

The Company and Ms. Ward intend to enter into the Company’s standard form of indemnification agreement. There are no transactions between the Company and Ms. Ward that would be required to be reported under Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						BED BATH & BEYOND, INC.

			By:			/s/ Marcus Lemonis
						Marcus Lemonis
						Chief Executive Officer
			Date:			May 20, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents