Bed Bath & Beyond (BBBY) CAO reports RSU and performance share vesting

Rhea-AI Filing Summary

Bed Bath & Beyond’s Chief Accounting Officer Leah R. Putnam reported multiple equity award vesting and related share transactions on February 4, 2026. Restricted stock units and performance shares converted into common stock at nominal exercise prices of $0.001 or $0.0001 per share.

To cover tax obligations on these vestings, the company withheld blocks of common shares at a price of $5.62 per share under transaction code "F". Following the reported transactions, Putnam continued to hold directly beneficially owned common stock and derivative awards, with vesting of remaining earned performance shares and RSUs scheduled through February 4, 2028, subject to service and performance conditions.

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

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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^*

Putnam Leah R

(Last) (First) (Middle)

433 ASCENSION WAY

SUITE 300

(Street)

MURRAY UT 84123

(City) (State) (Zip)

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 Accounting Officer

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

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

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

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

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	02/04/2026		M		5,811	A	$0.0001	8,888	D
Common Stock	02/04/2026		F		1,415	D	$5.62	7,473	D
Common Stock	02/04/2026		M		1,929	A	$0.0001	9,402	D
Common Stock	02/04/2026		F		470	D	$5.62	8,932	D
Common Stock	02/04/2026		M		1,644	A	$0.0001	10,576	D
Common Stock	02/04/2026		F		488	D	$5.62	10,088	D
Common Stock	02/04/2026		M		7,530	A	$0.0001	17,618	D
Common Stock	02/04/2026		F		1,820	D	$5.62	15,798	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
Restricted Stock Units	(1)	02/04/2026		M			5,811	(1)	(1)	Common Stock	5,811	$0.001	21,095	D
Restricted Stock Units	(1)	02/04/2026		M			1,929	(1)	(1)	Common Stock	1,929	$0.001	19,166	D
Performance Shares	(2)	02/04/2026		M			1,644	(2)	(2)	Common Stock	1,644	$0.001	3,287	D
Performance Shares	(3)	02/04/2026		M			7,530	(3)	(3)	Common Stock	7,530	$0.001	15,060	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Bed Bath & Beyond, Inc. common stock. The restricted stock units vest or have vested in three equal installments at the close of business on February 4, 2026, February 4, 2027 and February 4, 2028. Vested shares are delivered to the reporting person promptly after the restricted stock units vest. Amount shown does not include previously granted RSUs with different vesting schedules.

2. Each performance share represents a contingent right to receive one share of Bed Bath & Beyond, Inc. common stock. On February 4, 2025 the reporting person was granted an award of performance shares, which are scheduled to vest in three equal installments at the close of business on February 4, 2026, February 4, 2027, and February 4, 2028, subject to and upon the satisfaction of certain performance criteria. On February 4, 2026, the compensation committee of the Issuer's board of directors determined that a total of 4,931 performance shares were earned based on performance relative to the performance criteria for fiscal year 2025. Accordingly, one-third of the earned performance shares (or 1,644 performance shares) vested on February 4, 2026. The remaining earned performance shares will vest based on continued service through the applicable vesting date specified above.

3. Each performance share represents a contingent right to receive one share of Bed Bath & Beyond, Inc. common stock. On March 10, 2025 the reporting person was granted an award of performance shares, which are scheduled to vest in three equal installments at the close of business on February 4, 2026, February 4, 2027, and February 4, 2028, subject to and upon the satisfaction of certain performance criteria. On February 4, 2026, the compensation committee of the Issuer's board of directors determined that a total of 22,590 performance shares were earned based on performance relative to the performance criteria for fiscal year 2025. Accordingly, one-third of the earned performance shares (or 7,530 performance shares) vested on February 4, 2026. The remaining earned performance shares will vest based on continued service through the applicable vesting date specified above.

	/s/ Christina Wheeler, Attorney-in-Fact	02/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did BBBY Chief Accounting Officer Leah Putnam report?

Leah R. Putnam reported vesting of restricted stock units and performance shares on February 4, 2026, which converted into Bed Bath & Beyond common stock at nominal prices. Some resulting shares were withheld at $5.62 per share to satisfy tax withholding obligations related to these equity awards.

How many performance shares vested for BBBY’s Leah Putnam on February 4, 2026?

On February 4, 2026, 1,644 performance shares and 7,530 performance shares vested from two separate awards, each representing the first one-third of earned performance shares. The remaining earned performance shares are scheduled to vest in equal installments in 2027 and 2028, subject to continued service.

What do BBBY restricted stock units represent in Leah Putnam’s Form 4?

Each restricted stock unit represents a contingent right to receive one share of Bed Bath & Beyond common stock. These RSUs vest in three equal installments on February 4, 2026, 2027 and 2028, with vested shares delivered to Leah Putnam promptly after vesting, excluding previously granted RSUs with different schedules.

How were BBBY performance share awards determined for fiscal 2025 in this filing?

For fiscal 2025, the compensation committee determined that 4,931 performance shares and 22,590 performance shares were earned under two grants, based on performance criteria. One-third of each earned award vested on February 4, 2026, with the remaining two-thirds vesting in 2027 and 2028, subject to continued service.

Why did BBBY withhold common shares at $5.62 in Leah Putnam’s transactions?

Common shares with transaction code "F" at $5.62 per share were withheld to satisfy tax withholding obligations arising from the vesting and settlement of equity awards. This method uses a portion of newly delivered shares instead of requiring separate cash payments for taxes.