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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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BED BATH & BEYOND, INC. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
(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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Rosen Mitchell A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 11 | Percent of class represented by amount in row (9)
8.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 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: |
| ||||||||
| 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
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| CUSIP No. |
| 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: |
| ||||||||
| 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 |
SCHEDULE 13G
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| CUSIP No. |
| 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: |
| ||||||||
| 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
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| 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, UTAH, 84123 | |
| Item 2. | ||
| (a) | Name of person filing:
Jointly by Mitchell Rosen, Sharon Rosen, the Mitchell A. Rosen Revocable Trust Dated March 21, 2017, and the Sharon Rosen Revocable Trust Dated March 21, 2017. See also Schedule 13G attached hereto. | |
| (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.:
| |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| 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.
See also Schedule 13G attached hereto. | |
| (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
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| 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)(K), so indicate under Item 3(k) 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. See also Schedule 13G attached hereto. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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| 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.
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Exhibit Information
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See Exhibit 99.1 attached hereto. |