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
December 30, 2025
Date of Report (date of earliest event reported)
Bed Bath & Beyond, Inc.
(Exact name of Registrant as specified in its charter)
|
Delaware
|
000-41850
|
87-0634302
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer 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)
Beyond, Inc.
(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
|
On December 30, 2025, the Board of Directors (the “Board”)
of Bed Bath & Beyond, Inc. (the “Company”) appointed Marcus Lemonis, Executive Chairman of the Board and the Company’s principal executive
officer, as the Company’s Chief Executive Officer, effective as of January 1, 2026 (the “Effective Date”). Mr. Lemonis will continue in his roles
as Executive Chairman of the Board and the Company’s principal executive officer. The Company intends to enter into an employment agreement with Mr. Lemonis, the material terms of which will be disclosed in a subsequent filing, once finalized.
A description of each of the items required to be disclosed by Item 5.02(c)(2) of Form 8-K can be found in the Company’s definitive proxy statement
filed with the Securities and Exchange Commission on March 28, 2025, and is incorporated by reference herein.
Additionally, the employment of Alexander Thomas, the Company’s Chief Operating Officer and principal operating officer, was terminated on the
Effective Date. Mr. Thomas is anticipated to serve as an advisor to the Company for a transition period following the Effective Date to ensure the smooth transition of his duties.
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/ ADRIANNE B. LEE
|
|
Adrianne B. Lee
|
|
President and Chief Financial Officer
|
|
Date:
|
January 5, 2026
|