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

~~June~~July 308, 2026

Date of Report (Date of earliest event reported)

Bed Bath & Beyond, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 000-41850 (Commission File Number) 87-0634302 (IRS Employer Identification No.)

Delaware	000-41850	87-0634302
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

433 W. Ascension Way, 3rd Floor

Murray , Utah 84123

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 1.01.

Entry into a Material Definitive Agreement.

On July 8, 2026 (the “Closing Date”), Bed Bath & Beyond, Inc., a Delaware corporation (the “Company”), completed the previously announced acquisition of The Container Store Holdings, LLC, a Delaware limited liability company (“TCS”), pursuant to the Agreement and Plan of Merger , dated as of April 2, 2026 (the “Merger Agreement”), by and among the Company, TCS Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), and TCS. Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, Merger Sub merged with and into TCS, with TCS surviving as a wholly owned subsidiary of the Company (the “Merger”).

OnRegistration ~~June~~Rights ~~30, 2026 (the “Effective Date”), Bed Bath & Beyond, Inc., a Delaware corporation (the “Company”), acquired TwoPonds, Inc., a Delaware corporation (“SFV Services”)~~ and ~~the parent company of SFV~~Lock-~~LLGC,~~Up ~~LLC, a Florida limited liability company, pursuant to the terms of that certain~~ Agreement and Plan of Merger, dated as of the Effective Date (the “Merger Agreement”), by and among the Company, Beyond Home Services, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Parent”), SFV Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Parent (“Merger Sub”), SFV Services, Mitchell Rosen Revocable Trust (“MR Trust”) and Sharon Rosen Revocable Trust (“SR Trust”, and together with MR Trust, collectively, “Sellers”). Pursuant to the Merger Agreement, Merger Sub merged with and into SFV Services (the “Merger”), with SFV Services surviving the Merger as a wholly owned subsidiary of Parent.

~~Upon~~On the ~~closing~~Closing ofDate, the ~~Merger~~Company and each person listed under the header “Initial Holders” on the signature pages thereto (the “~~Closing~~Holders”) entered into a registration rights and lock-up agreement (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company ~~issued~~is required to ~~the Sellers~~file ana ~~aggregate~~shelf registration statement covering the resale of ~~7,200,000~~the shares of common stock, par value $0.0001 ~~par value~~ per share, of the Company (“Common Stock”) to be received pursuant to the “Merger ~~Shares”~~Agreement, the shares of Common Stock issuable upon conversion of the Convertible Notes (as defined below) inand the shares issued pursuant to the ~~exchange~~ Letter ~~for~~Agreement (as defined below) as soon as reasonably practicable following the closing of the Merger and no later than the 60th day following the Closing Date. The Holders, collectively, are permitted to make two demands that the Company consummate an underwritten take-down off of any such registration statement within any 12-month period (subject to certain limitations and customary conditions, including a minimum net aggregate offering price of $25.0 million). Furthermore, the Holders have piggyback registration rights when the Company proposes to register certain of its equity securities. The Company is required to bear all expenses incurred in connection with the ~~outstanding~~filing ~~shares~~of any such registration statements and any such offerings, other than underwriting discounts and commissions of ~~capital~~the ~~stock~~sale of ~~SFV~~Registrable ~~Services~~Securities (as defined in the Registration Rights Agreement).

~~The~~In ~~foregoing~~addition, ~~description~~during the Lock-Up Period (as defined below), the Holders are prohibited from transferring two-thirds of the shares of Common Stock to be received pursuant to the Merger Agreement ~~does~~that ~~not~~each ~~purport~~Holder receives (the “Lock-Up Shares”), subject to becertain ~~complete~~customary ~~and~~exceptions. isUnder ~~qualified~~the inRegistration ~~its~~Rights ~~entirety~~Agreement, the by“Lock-Up ~~reference~~Period” tois the ~~full~~period ~~text~~commencing on the Closing Date and (a) with respect to 50% of the ~~Merger Agreement~~Lock-Up Shares, aending ~~copy~~on the earlier of ~~which~~(i) isthe ~~filed~~180th day asfollowing ~~Exhibit~~the ~~2.1~~Closing toDate ~~this~~and ~~Current~~(ii) ~~Report~~the date on ~~Form~~which 8the daily volume-Kweighted average price (~~this~~the “~~Current~~VWAP”) ~~Report~~of the Common Stock on the New York Stock Exchange (the “NYSE”) equals or exceeds $9.80 per share for 20 consecutive trading days; and is(b) ~~incorporated~~with ~~herein~~respect byto ~~reference~~the other 50% of the Lock-Up Shares, ending on the earlier of (i) the 270th day following the Closing Date and (ii) the date on which the VWAP of the Common Stock on the NYSE equals or exceeds $14.00 per share for 20 consecutive trading days.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Registration Rights Agreement, ~~Lock~~a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-upK and ~~Voting~~incorporated ~~Agreement~~herein by reference.

AtIndenture ~~Closing, the Company~~ and ~~the~~Issuance ~~Sellers entered into the Registration Rights, Lock-up and Voting Agreement, dated as~~ of ~~the~~Convertible ~~Effective~~Senior ~~Date~~Notes ~~(the~~due “Registration Rights Agreement”). The Registration Rights Agreement requires the Company (i) to file with the Securities and Exchange Commission (the “SEC”) as promptly as reasonably practicable, but no later than the 90th day following the Effective Date, a shelf registration statement (the “Resale Shelf S-3”) covering the resale of the Merger Shares, (ii) to use its reasonable best efforts to cause the Resale Shelf S-3 to be declared effective by the SEC no later than the earlier of (A) the 30th day following the filing date of the Resale Shelf S-3 (or, in the event the SEC staff notifies the Company that it intends to review the Resale Shelf S-3, the 60th day following the filing date of the Resale Shelf S-3) and (B) five business days after the Company is notified that the Resale Shelf S-3 will not be reviewed by the SEC staff or is not subject to further review by the SEC staff, and (iii) to use its reasonable best efforts to keep the Resale Shelf S-3 continuously effective for a certain effectiveness period. If the Company does not fulfill its obligations under the Registration Rights Agreement with respect to the filing deadline, effectiveness deadline or effectiveness period of the Resale Shelf S-3, it will be required to pay the Sellers liquidated damages of $35,000 in cash for each 30-day period until such registration default has been cured, up to an aggregate maximum amount of $175,000. The Company is required to bear all expenses incurred in connection with the filing of any such registration statements and any such offerings, other than any underwriting discounts, selling commissions or stock transfer taxes relating to the sale of the Merger Shares.2033

InOn ~~addition, pursuant to~~ the ~~Registration~~Closing ~~Rights Agreement~~Date, ~~3,750,000 of~~ the ~~aggregate~~Company ~~Merger~~entered ~~Shares~~into ~~being~~an ~~issued~~indenture to (the ~~Sellers~~“Indenture”), among atthe ~~Closing~~Company, ~~will~~the beguarantors ~~subject~~from totime ~~certain transfer restrictions (subject~~ to ~~certain~~time ~~customary~~party ~~exceptions)~~thereto ~~for~~and aComputershare ~~period~~Trust ofCompany, 12National ~~months~~Association, ~~following~~as ~~the~~trustee, ~~Effective~~with ~~Date~~respect ~~(the~~to ~~“Lock-up~~$112,553,000 ~~Period”).~~aggregate ~~For~~principal ~~the duration~~amount of the ~~Lock-up~~Company’s ~~Period,~~5.00% ~~the~~Convertible ~~Sellers~~Senior ~~have~~Notes ~~also~~due ~~agreed~~2033 ~~to certain~~ (the “~~standstill~~Convertible Notes”) ~~restrictions,~~to ~~which~~be ~~prohibits~~issued ~~each~~pursuant ~~Seller~~to ~~(and~~the ~~its~~Merger ~~respective~~Agreement. ~~affiliates)~~The ~~from,~~Convertible ~~directly~~Notes orare ~~indirectly: (i) acquiring any material assets~~senior, ~~businesses~~unsecured orobligations ~~securities~~ of the Company, ~~(ii)~~and ~~publicly~~accrue orinterest payable ~~privately~~semiannually ~~offering~~in toarrears ~~enter~~at ~~into,~~a orrate ~~publicly~~of ~~proposing,~~5.00% ~~any~~per ~~merger,~~year ~~business~~on ~~combination,~~April ~~recapitalization,~~1 ~~restructuring~~and orOctober ~~other~~1 ~~similar transaction with the Company or any~~ of ~~its~~each ~~subsidiaries~~year, ~~(iii)~~beginning ~~initiating any~~April ~~stockholder~~1, ~~proposal~~2027. orThe ~~convening~~Convertible aNotes ~~meeting~~mature ofon ~~stockholders~~July of8, ~~the Company~~2033, orunless ~~(iv)~~earlier ~~soliciting~~converted ~~proxies with respect to any matter,~~ or ~~otherwise~~repurchased. ~~seeking~~The toConvertible ~~influence,~~Notes ~~advise~~are orguaranteed ~~direct~~by certain ~~the~~subsidiaries ~~vote~~ of the ~~stockholders of the~~ Company.

~~The~~Under ~~Sellers~~the ~~have~~Indenture, ~~also~~the ~~agreed~~Company inagrees ~~the~~to ~~Registration~~use ~~Rights~~its ~~Agreement,~~reasonable ~~for~~best efforts to obtain the ~~duration~~approval of its stockholders that is required under the ~~Lock-up~~applicable ~~Period,~~NYSE torules and ~~cause~~regulations ~~their~~in ~~respective~~connection ~~Merger~~with ~~Shares~~the toissuance beof ~~counted~~Common ~~as present~~Stock. ~~for~~The ~~stockholder~~Indenture ~~quorum~~provides ~~purposes~~that ~~and~~if tothe ~~vote~~Company inhas ~~accordance~~not ~~with~~obtained such stockholder approval on or before the ~~recommendations~~three-month anniversary of the ~~Board~~Closing ofDate, ~~Directors~~the ofinterest payable on the Convertible ~~Company~~Notes ~~with~~will ~~respect~~increase to ~~all~~10.00% ~~proposals~~per ~~submitted~~year tountil ~~the~~such ~~stockholders~~stockholder ofapproval is obtained and if the Company ~~for~~has anot ~~vote~~obtained such stockholder approval on or before the six-month anniversary of the Closing Date, ~~subject~~the tointerest ~~certain~~payable ~~limited~~on the ~~exceptions~~ Convertible Notes will increase to 12.00% per year until such stockholder approval is obtained.

~~The~~A ~~foregoing~~holder ~~description~~of Convertible Notes is entitled to convert all or any portion of ~~the~~its ~~Registration~~Convertible ~~Rights~~Notes ~~Agreement~~into ~~does~~shares ~~not~~of ~~purport~~Common Stock at its option at any time prior to bethe ~~complete~~close of ~~and~~business ison ~~qualified~~the business day immediately preceding the earlier of (a) the Requisite Stockholder Approval Date (as defined in ~~its~~the ~~entirety~~Indenture), by(b) ~~reference~~the todate of the ~~full~~Company’s ~~text~~annual meeting of common stockholders held in calendar year 2028 and (c) June 1, 2028 (the earliest of such date, the “Free Conversion Date”), only upon the occurrence of specified corporate events. On or after the Free Conversion ~~form~~ Date until the close of business on the ~~Registration~~second ~~Rights~~scheduled ~~Agreement~~trading day immediately preceding the maturity date, a ~~copy~~holder ofmay ~~which~~convert isall ~~filed~~or asany ~~Exhibit~~portion ~~10.1~~of toits ~~this~~Convertible ~~Current~~Notes ~~Report~~at ~~and~~any istime, ~~incorporated~~regardless ~~herein~~of bythe ~~reference~~foregoing circumstances.

The conversion rate is initially 109.8901 shares of Common Stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $9.10 per share of Common Stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event.

If the Company undergoes certain fundamental changes, holders are entitled to require the Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Indenture provides for customary events of default, which, if any of them occurs, would permit or require the principal, interest and any other monetary obligations on all outstanding Convertible Notes to become due and payable immediately.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

The foregoing description of the Convertible Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Convertible Note, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

OnAs ~~the~~discussed ~~Effective~~in ~~Date~~Item 1.01 of this Current Report on Form 8-K, the Company completed its previously announced acquisition of ~~SFV~~TCS. ~~Services~~Pursuant to the terms and conditions of the Merger Agreement, the Company issued an aggregate number of 13,714,287 shares of Common Stock and $112,553,000 aggregate principal amount of Convertible Notes. ~~The~~Immediately ~~information~~after ~~contained~~the closing of the Merger, the Company repurchased 286,663 shares of Common Stock and will hold those shares in ~~Item~~treasury and cancelled $1~~.01~~,299,000 aggregate principal amount of ~~this~~Convertible ~~Current~~Notes ~~Report~~in ~~is incorporated~~connection ~~herein~~with bythe ~~reference~~repayment of certain TCS loans.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with Securities and Exchange Commission on April 2, 2026, and is incorporated herein by reference as Exhibit 2.1 to this Current Report on Form 8-K.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under the heading “Indenture and Issuance of Convertible Senior Notes due 2033” under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02.

Unregistered Sales of Equity Securities.

The information in Item 12.01 of this Current Report ~~with~~on ~~respect~~Form to8-K ~~the~~with ~~Merger~~respect ~~Shares issued~~ to the ~~Sellers pursuant to the~~ Merger Agreement is incorporated herein by reference. The ~~Merger~~shares ~~Shares~~of ~~that~~Common ~~were~~Stock ~~issued~~and the inConvertible ~~connection~~Notes ~~with~~issued pursuant to the Merger ~~were~~Agreement ~~issued~~will not initially be registered under the Securities Act in reliance ~~upon~~on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Any shares of Common Stock that may be issued upon conversion of the Convertible Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders.

Additionally, on the Closing Date, in connection with the Merger, the Company issued 142,857 shares of Common Stock pursuant to a letter agreement, dated July 8, 2026 (the “Letter Agreement”), among The Container Store, Inc. (“TCS Inc.”), TCS, Spruce Advisory Group, LLC and the Company, in satisfaction of certain obligations of TCS Inc. under a consulting services agreement between Spruce Advisory Group, LLC and TCS Inc. The shares of Common Stock issued pursuant to the Letter Agreement will not initially be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements of the acquired company, TCS, will be filed as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information with respect to the acquisition of TCS by the Company will be filed as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit Number		~~Exhibit~~ Description
2.1*		Agreement and Plan of Merger, dated as of ~~June~~April 302, 2026, by and among Bed Bath & Beyond, Inc., ~~Beyond~~TCS ~~Home~~Merger ~~Services~~Sub, LLC, ~~SFV~~and ~~Merger~~The ~~Sub,~~Container ~~Inc.,~~Store ~~TwoPonds~~Holdings, ~~Inc~~LLC (incorporated by reference to Exhibit 2.,1 ~~Mitchell~~to ~~Rosen~~the ~~Revocable~~Company’s ~~Trust~~Current ~~and~~Report ~~Sharon~~on ~~Rosen~~Form ~~Revocable~~8-K ~~Trust~~filed by the Company with the SEC on April 2, 2026)
10.1		Registration Rights, Lock-Up and Voting Agreement, dated as of June 30, 2026, by and among Bed Bath & Beyond, Inc., Mitchell Rosen Revocable Trust and Sharon Rosen Revocable Trust
4.1		Indenture, dated as of July 8, 2026, among Bed Bath & Beyond, Inc., the guarantors from time to time party thereto and Computershare Trust Company, National Association, as trustee
4.2		Form of 5.00% Convertible Senior Note due 2033 (included in Exhibit 4.1 above)
10.1		Registration Rights and Lock-Up Agreement, dated as of July 8, 2026, by and among Bed Bath & Beyond, Inc., each person listed under the header “Initial Holders” on the signature pages thereto and each person who becomes a party thereto.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document)

* Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ~~The~~A ~~registrant agrees to furnish supplementally a~~ copy of any omitted schedule or exhibit will be furnished to the ~~SEC~~Securities and Exchange Commission upon request.

~~SIGNATURES~~SIGNATURE

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:	July 19, 2026

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