SEC FORM 4

Please wait

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
	Frmr. Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/14/2026		M		1,186	A	⁽¹⁾	18,874	D
Common Stock	05/14/2026		F		289	D	$4.69	18,585	D
Common Stock	05/14/2026		M		11,622	A	⁽²⁾	30,207	D
Common Stock	05/14/2026		F		2,830	D	$4.69	27,377	D
Common Stock	05/14/2026		M		3,858	A	⁽³⁾	31,235	D
Common Stock	05/14/2026		F		940	D	$4.69	30,295	D
Common Stock	05/14/2026		M		40,000	A	⁽⁴⁾	70,295	D
Common Stock	05/14/2026		F		9,740	D	$4.69	60,555	D
Common Stock	05/14/2026		M		3,287	A	⁽⁵⁾	63,842	D
Common Stock	05/14/2026		F		801	D	$4.69	63,041	D
Common Stock	05/14/2026		M		15,060	A	⁽⁶⁾	78,101	D
Common Stock	05/14/2026		F		3,668	D	$4.69	74,433	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/14/2026		M			1,186	⁽¹⁾	⁽¹⁾	Common Stock	1,186	$0	0⁽¹⁾	D
Restricted Stock Units	⁽²⁾	05/14/2026		M			11,622	⁽²⁾	⁽²⁾	Common Stock	11,622	$0	0⁽²⁾	D
Restricted Stock Units	⁽³⁾	05/14/2026		M			3,858	⁽³⁾	⁽³⁾	Common Stock	3,858	$0	0⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	05/14/2026		M			40,000	⁽⁴⁾	⁽⁴⁾	Common Stock	40,000	$0	0⁽⁴⁾	D
Performance Shares	⁽⁵⁾	05/14/2026		M			3,287	⁽⁵⁾	⁽⁵⁾	Common Stock	3,287	$0	0⁽⁵⁾	D
Performance Shares	⁽⁶⁾	05/14/2026		M			15,060	⁽⁶⁾	⁽⁶⁾	Common Stock	15,060	$0	0⁽⁶⁾	D
Restricted Stock Units	⁽⁷⁾	05/14/2026⁽⁸⁾		A		1,068		⁽⁷⁾	⁽⁷⁾	Common Stock	1,068	$0	1,068⁽⁷⁾	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Bed Bath & Beyond, Inc. ("BBBY") common stock. The restricted stock units vested or were scheduled to vest in three equal installments at the close of business on November 15, 2024, November 15, 2025, and November 15, 2026. In connection with the reporting person's departure from BBBY, the vesting of the restricted stock units accelerated at the close of business on May 14, 2026. Vested shares will be delivered to the reporting person promptly after the restricted stock units vest. Amounts shown reflect restricted stock units from the subject grant beneficially owned following the transaction reported herein.

2. Each restricted stock unit represents a contingent right to receive one share of BBBY common stock. The restricted stock units vested or were scheduled to vest in three equal installments at the close of business on February 4, 2026, February 4, 2027, and February 4, 2028. In connection with the reporting person's departure from BBBY, the vesting of the restricted stock units accelerated at the close of business on May 14, 2026. Vested shares will be delivered to the reporting person promptly after the restricted stock units vest. Amounts shown reflect restricted stock units from the subject grant beneficially owned following the transaction reported herein.

3. Each restricted stock unit represents a contingent right to receive one share of BBBY common stock. The restricted stock units vested or were scheduled to vest in three equal installments at the close of business on February 4, 2026, February 4, 2027, and February 4, 2028. In connection with the reporting person's departure from BBBY, the vesting of the restricted stock units accelerated at the close of business on May 14, 2026. Vested shares will be delivered to the reporting person promptly after the restricted stock units vest. Amounts shown reflect restricted stock units from the subject grant beneficially owned following the transaction reported herein.

4. Each restricted stock unit represents a contingent right to receive one share of BBBY common stock. The restricted stock units were scheduled to vest in three equal installments at the close of business on February 17, 2027, February 17, 2028, and February 17, 2029. In connection with the reporting person's departure from BBBY, the vesting of the restricted stock units accelerated at the close of business on May 14, 2026. Vested shares will be delivered to the reporting person promptly after the restricted stock units vest. Amounts shown reflect restricted stock units from the subject grant beneficially owned following the transaction reported herein.

5. Each performance share represents a contingent right to receive one share of BBBY common stock. The performance shares vested or were scheduled to vest in three equal installments at the close of business on February 4, 2026, February 4, 2027, and February 4, 2028. In connection with the reporting person's departure from BBBY, the vesting of the performance shares accelerated at the close of business on May 14, 2026. Vested shares will be delivered to the reporting person promptly after the performance shares vest. Amounts shown reflect performance shares from the subject grant beneficially owned following the transaction reported herein.

6. Each performance share represents a contingent right to receive one share of BBBY common stock. The performance shares vested or were scheduled to vest in three equal installments at the close of business on February 4, 2026, February 4, 2027, and February 4, 2028. In connection with the reporting person's departure from BBBY, the vesting of the performance shares accelerated at the close of business on May 14, 2026. Vested shares will be delivered to the reporting person promptly after the performance shares vest. Amounts shown reflect performance shares from the subject grant beneficially owned following the transaction reported herein.

7. Each restricted stock unit represents a contingent right to receive one share of BBBY common stock. The restricted stock units were scheduled to vest in three equal installments at the close of business on February 17, 2027, February 17, 2028 and February 17, 2029. In connection with the reporting person's departure from BBBY, the vesting of the restricted stock units accelerated at the close of business on May 15, 2026. Vested shares will be delivered to the reporting person promptly after the restricted stock units vest. Amounts shown reflect restricted stock units from the subject grant beneficially owned following the transaction reported herein.

8. The restricted stock units were granted effective March 11, 2026 subject to shareholder approval, which shareholder approval was received on May 14, 2026.

	/s/ Christina Wheeler, Attorney-in-Fact	05/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.