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

July 823, 2026

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)	(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”).

~~Registration~~On ~~Rights~~July 23, 2026, Bed Bath & Beyond, Inc., a Delaware corporation (the “Company”), entered into an Agreement and ~~Lock-Up~~Plan of Merger (the “Merger Agreement”) with Beyond Home Services, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Purchaser”), F9 Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub 1”), F9 Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Purchaser (“Merger Sub 2”), F9 Investments, LLC, a Florida limited liability company (“Seller”), F9 Brands, Inc., a Delaware corporation (the “Target”), and, solely for the purposes of Sections 3.6, 3.7, 3.8 and 5.1 of the Merger Agreement, Tom Sullivan, the indirect owner of Seller (“Sullivan”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub 1 will merge with and into the Target (the “First Merger”), immediately followed by the merger of the Target with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving as a wholly owned subsidiary of Purchaser.

On the Closing Date, the Company and each person listed under the header “Initial Holders” on the signature pages thereto (the “Holders”) entered into a registration rights and lock-up agreement (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company is required to file a shelf registration statement covering the resale of the shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) to be received pursuant to the Merger Agreement, the shares of Common Stock issuable upon conversion of the Convertible Notes (as defined below) and the shares issued pursuant to the Letter 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 filing of any such registration statements and any such offerings, other than underwriting discounts and commissions of the sale of Registrable Securities (as defined in the Registration Rights Agreement).Consideration

InUpon ~~addition,~~the ~~during~~closing of the ~~Lock-Up~~Mergers ~~Period~~ (asthe ~~defined~~“Closing” ~~below)~~and the date on which the Closing occurs, the ~~Holders~~“Closing ~~are~~Date”), ~~prohibited~~in ~~from~~exchange ~~transferring~~for ~~two-thirds~~all of the outstanding shares of ~~Common~~common ~~Stock~~stock of the Target, Purchaser will issue and deliver (or cause to be ~~received~~issued ~~pursuant~~ and delivered) to Seller: (a) $7,000,000 of cash (the ~~Merger~~“Cash ~~Agreement~~Purchase ~~that~~Price”); ~~each~~(b) ~~Holder~~a number ~~receives~~of shares of common stock, $0.0001 par value per share, of the Company (the “~~Lock-Up~~Merger Shares”), ~~subject~~equal to 18,100,000 minus (A) an amount of Merger Shares purchased by certain ~~customary~~persons ~~exceptions.~~entitled ~~Under~~to cash payments under the ~~Registration~~Target’s ~~Rights~~employee ~~Agreement,~~ incentive programs divided by (B) 6.95 (the “~~Lock-Up~~Equity ~~Period~~Purchase Price”); is(c) ~~the~~certain ~~period~~parcels ~~commencing~~of onreal estate owned by the ~~Closing~~Company, ~~Date~~consisting of two manufacturing facilities in Sweden and one manufacturing facility in Poland (athe “Transferred Real Estate”); ~~with~~(d) ~~respect~~a topromissory ~~50%~~note, ofin ~~the~~an ~~Lock-Up~~aggregate ~~Shares~~principal amount of $4,600,000, ~~ending~~repayable onby ~~the~~Purchaser ~~earlier~~within 90 days of Closing ~~(i)~~and ~~the~~guaranteed ~~180th day~~by ~~following~~the Company (the ~~Closing~~“Promissory ~~Date~~Note”); and (iie) ~~the~~contingent ~~date~~earnout onconsideration ~~which~~in ~~the~~an ~~daily~~aggregate ~~volume-weighted~~cash ~~average~~amount ~~price~~of $12,500,00 (the “~~VWAP~~Earnout Consideration”) ofand, together with the ~~Common~~Cash ~~Stock~~Purchase onPrice, the ~~New~~Equity ~~York~~Purchase ~~Stock~~Price, the Transferred Real Estate ~~Exchange~~ and (the Promissory Note, the “~~NYSE~~Merger Consideration”), ~~equals~~payable orupon ~~exceeds~~the ~~$9.80~~Target’s ~~per~~operating ~~share~~subsidiaries ~~for~~achieving at least $20,000,000 ~~consecutive~~of trailing ~~trading~~twelve-month ~~days;~~EBITDA ~~and~~at ~~(b)~~the ~~with~~end ~~respect~~of toany ~~the~~fiscal ~~other~~quarter ~~50%~~beginning ofwith the ~~Lock-Up~~quarter ~~Shares~~ending September 30, ~~ending on~~2026 through the ~~earlier~~quarter ofending ~~(i)~~December ~~the~~31, ~~270th~~2031. ~~day~~If ~~following~~earned, the ~~Closing~~Earnout ~~Date~~Consideration ~~and~~will ~~(ii)~~be ~~the~~paid ~~date~~in oncash ~~which~~to ~~the~~Seller ~~VWAP~~and, ofwithout further ~~the~~direction ~~Common~~from ~~Stock~~Seller, ondistributed ~~the~~to ~~NYSE~~certain ~~equals~~Target oremployees, ~~exceeds~~subject ~~$14.00~~to ~~per~~continued ~~share~~employment ~~for~~with 20Purchaser ~~consecutive~~and ~~trading~~its ~~days~~affiliates through the applicable payment date.

~~The~~Conditions ~~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, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.Merger

~~Indenture~~The obligation of Purchaser, the Company and ~~Issuance~~Seller to consummate the transactions contemplated by the Merger Agreement is subject to the satisfaction or waiver of ~~Convertible~~a number ~~Senior~~of ~~Notes~~customary ~~due~~conditions, ~~2033~~including: (i) the absence of laws or orders restraining the consummation of the Mergers, (ii) the absence of any pending or threatened in writing proceeding that would reasonably be expected to materially impair the consummation of the Mergers, (iii) the absence of any Material Adverse Effect (as defined in the Merger Agreement) since the date of the Merger Agreement, (iv) delivery by Seller, the Company, Purchaser, Merger Sub 1 and Merger Sub 2 of customary documents and deliveries, (v) Purchaser’s receipt of a copy of (x) the 2025 audited financial statements, (y) the Q1 2026 unaudited financial statements, and (z) if the Closing does not occur by August 12, 2026, certain unaudited financial statements as of and for the three- and six-month periods ended June 30, 2026, and (vi) the representations and warranties of the parties being true and correct in all material respects, subject to the materiality standards contained in the Merger Agreement, and the parties having complied in all material respects with their respective obligations under the Merger Agreement.

OnRepresentations ~~the Closing Date, the Company entered into an indenture (the “Indenture”), among the Company, the guarantors from time to time party thereto~~ and ~~Computershare~~Warranties; Trust Company, National Association, as trustee, with respect to $112,553,000 aggregate principal amount of the Company’s 5.00% Convertible Senior Notes due 2033 (the “Convertible Notes”) to be issued pursuant to the Merger Agreement. The Convertible Notes are senior, unsecured obligations of the Company and accrue interest payable semiannually in arrears at a rate of 5.00% per year on April 1 and October 1 of each year, beginning April 1, 2027. The Convertible Notes mature on July 8, 2033, unless earlier converted or repurchased. The Convertible Notes are guaranteed by certain subsidiaries of the Company.Covenants

~~Under~~The ~~the~~Merger ~~Indenture,~~Agreement ~~the~~contains ~~Company~~customary ~~agrees~~representations toand ~~use~~warranties ~~its~~given ~~reasonable~~by ~~best~~Seller, ~~efforts to obtain~~ the ~~approval~~Company, ofPurchaser, ~~its~~Merger ~~stockholders~~Sub ~~that~~1 isand ~~required~~Merger ~~under~~Sub ~~the~~2. ~~applicable~~Seller ~~NYSE~~has ~~rules~~also made ~~and~~ customary ~~regulations~~covenants in ~~connection with~~ the ~~issuance~~Merger ofAgreement, ~~Common~~including ~~Stock.~~covenants ~~The~~relating ~~Indenture~~to ~~provides~~(i) ~~that if~~ the ~~Company~~conduct ~~has~~of ~~not~~the ~~obtained~~Target’s ~~such~~business ~~stockholder~~prior ~~approval~~to ~~on or before~~ the ~~three-month~~Closing ~~anniversary~~and of(ii) the ~~Closing Date~~non-solicitation, ~~the~~non-initiation ~~interest~~or ~~payable~~non-encouragement onof ~~the Convertible~~alternative ~~Notes~~acquisition ~~will~~proposals ~~increase~~of the ~~to 10~~Target.~~00%~~ In ~~per~~addition, ~~year~~both ~~until~~Seller ~~such stockholder approval is obtained~~ and ifSullivan ~~the~~have ~~Company~~agreed ~~has~~to ~~not~~certain ~~obtained~~post-Closing ~~such~~non-competition ~~stockholder~~and ~~approval on or before the six~~non-~~month~~solicitation ~~anniversary~~covenants ofand ~~the~~ post-Closing ~~Date,~~restrictions ~~the interest payable~~ on the ~~Convertible~~ ~~Notes~~use ~~will~~of ~~increase~~the toTarget’s ~~12.00%~~intellectual ~~per~~property ~~year until such stockholder approval is obtained~~rights.

A holder of Convertible Notes is entitled to convert all or any portion of its Convertible Notes into shares of Common Stock at its option at any time prior to the close of business on the business day immediately preceding the earlier of (a) the Requisite Stockholder Approval Date (as defined in the Indenture), (b) the date of the Company’s 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 Date until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its Convertible Notes at any time, regardless of the foregoing circumstances.Termination

The ~~conversion~~Merger ~~rate~~Agreement iscontains ~~initially~~customary ~~109.8901~~mutual ~~shares~~termination ofrights ~~Common~~for ~~Stock~~Seller ~~per~~and $1Purchaser,~~000~~ ~~principal~~including ~~amount~~(i) ofat ~~Convertible~~the ~~Notes~~election ~~(equivalent~~of toeither anparty ~~initial~~on ~~conversion~~or ~~price~~after ofOctober 31, 2026; ~~approximately~~ provided, ~~$9.10~~however, ~~per~~that ~~share~~if the failure of ~~Common~~one ~~Stock).~~party ~~The~~to ~~conversion~~perform ~~rate~~or iscomply ~~subject~~with toits ~~adjustment~~obligations inunder ~~some~~the ~~events~~Merger ~~but~~Agreement ~~will~~was ~~not~~the beprincipal ~~adjusted~~cause ~~for~~of ~~any~~a ~~accrued~~failure of ~~and~~the ~~unpaid~~closing ~~interest.~~condition Inthat ~~addition~~was the primary cause of the Closing not being consummated, ~~following~~the ~~certain~~right ~~corporate~~to ~~events~~terminate ~~that~~is ~~occur~~not ~~prior~~available to ~~the~~such ~~maturity date~~party, (ii) by mutual written consent of Seller and Purchaser or (iii) if the ~~Company~~other ~~will~~party breaches its representations, inwarranties ~~certain~~or ~~circumstances,~~covenants ~~increase~~under the ~~conversion~~Merger ~~rate~~Agreement ~~for~~in a ~~holder~~way ~~who~~that ~~elects~~would toresult ~~convert~~in a failure of one or more of its ~~Convertible~~closing ~~Notes~~conditions inbeing ~~connection~~satisfied ~~with~~(subject ~~such~~to acertain ~~corporate~~procedures ~~event~~and cure periods).

IfAdditional 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.Information

The ~~Indenture~~foregoing ~~provides~~description ~~for~~of ~~customary~~the ~~events~~Merger ofAgreement ~~default,~~does ~~which,~~not ifpurport ~~any~~to ofbe ~~them~~complete ~~occurs,~~and ~~would~~is ~~permit~~qualified orin ~~require~~its ~~the~~entirety ~~principal,~~by ~~interest~~reference ~~and~~to ~~any~~the ~~other~~full ~~monetary~~text ~~obligations~~of the Merger Agreement, ona ~~all~~copy ~~outstanding~~of ~~Convertible~~which ~~Notes~~is filed as Exhibit 2.1 to ~~become~~this ~~due~~Current Report on Form 8-K (this “Current Report”) and ~~payable~~is ~~immediately~~incorporated herein by reference.

A copy of the Merger Agreement has been included to provide investors with information regarding its terms and is not intended to provide any factual information about Seller, Purchaser or the Company. The ~~foregoing~~Merger ~~description~~Agreement contains representations, warranties, covenants and agreements, which were made only for purposes of such agreement and as of specified dates. The representations and warranties in the ~~Indenture~~Merger Agreement ~~does~~reflect negotiations between the parties to the Merger Agreement and are not ~~purport~~intended as statements of fact to be ~~complete~~relied ~~and~~upon isby ~~qualified~~stockholders, or any individual or other entity other than the parties. In particular, the representations, warranties, covenants and agreements in ~~its~~the ~~entirety~~Merger byAgreement ~~reference~~may be subject to limitations agreed by the ~~full~~parties, ~~text~~including having been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the ~~form~~Merger Agreement, and having been made for purposes of allocating risk among the ~~Indenture~~parties rather than establishing matters of fact. In addition, the parties may apply standards of materiality in a way that is different from what ~~copy~~may be viewed as material by investors. As such, the representations and warranties in the Merger Agreement may not describe the actual state of ~~which~~affairs isat ~~filed~~the date they were made or at any other time and you should not rely on them as ~~Exhibit~~statements 4of fact.1 toMoreover, ~~this~~information ~~Current~~concerning ~~Report~~the onsubject ~~Form~~matter ~~8-K~~of the representations and ~~incorporated~~warranties ~~herein~~may change after the date of the Merger Agreement, and unless required by ~~reference~~applicable law, the Company undertakes no obligation to update such information.

~~The~~Registration ~~foregoing~~Rights ~~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~~Lock-Kup ~~and incorporated herein by reference.~~Agreement

~~Item~~Pursuant 2to the Merger Agreement, in connection with the Closing, the Company and Seller will enter into a registration rights and lock-up agreement (the “Registration Rights Agreement”).01 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 Closing 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. ~~Completion~~The Registration Rights Agreement also grants Seller customary piggyback registration rights and the right, subject to specified conditions, to effect underwritten shelf take-downs. The Company is required to bear all expenses incurred in connection with the filing of ~~Acquisition~~any such registration statements and any such offerings, other than any underwriting discounts, selling commissions or ~~Disposition~~stock transfer taxes relating to the sale of ~~Assets~~the Merger Shares.

AsIn ~~discussed~~addition, inpursuant ~~Item~~to ~~1.01~~the Registration Rights Agreement, 50% of ~~this~~the ~~Current~~Merger ~~Report~~Shares onbeing ~~Form~~issued ~~8-K,~~to ~~the~~Seller ~~Company~~at ~~completed~~Closing ~~its~~will ~~previously~~be ~~announced~~subject ~~acquisition~~to ofcertain ~~TCS.~~transfer ~~Pursuant~~restrictions (subject to ~~the~~certain ~~terms~~customary ~~and~~exceptions) ~~conditions~~for a period of ~~the~~ ~~Merger~~12 ~~Agreement,~~months following the ~~Company~~Closing ~~issued~~Date. anFor ~~aggregate~~a ~~number~~period of 1324 months following the Closing Date,~~714,287~~ ~~shares~~Seller ofand ~~Common~~its ~~Stock~~affiliates have also agreed to certain “standstill” restrictions, which prohibit Seller and ~~$112~~its affiliates from,~~553,000~~ ~~aggregate~~directly ~~principal~~or ~~amount~~indirectly: of(i) ~~Convertible~~acquiring ~~Notes.~~any ~~Immediately~~material ~~after~~assets, ~~the~~businesses ~~closing~~or securities of the ~~Merger~~Company, ~~the~~(ii) ~~Company~~publicly ~~repurchased~~or ~~286~~privately offering to enter into,~~663~~ ~~shares~~or ofpublicly or privately proposing, any merger, business ~~Common~~ combination, ~~Stock~~recapitalization, ~~and~~restructuring ~~will~~or ~~hold~~other ~~those~~similar ~~shares~~transaction inwith ~~treasury~~the ~~and~~Company ~~cancelled~~or $1any of its subsidiaries,~~299,000~~ ~~aggregate~~(iii) ~~principal~~initiating ~~amount~~any stockholder proposal or convening a meeting of ~~Convertible~~stockholders ~~Notes~~of inthe ~~connection~~Company, or (iv) soliciting proxies with respect to any matter, or otherwise seeking to influence, advise or direct the ~~repayment~~vote of ~~certain~~the ~~TCS~~stockholders ~~loans~~of the Company.

The foregoing description of the ~~Merger~~Registration ~~and~~Rights ~~the Merger~~ Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ~~Merger~~ form of the Registration Rights Agreement, a copy of which ~~was~~is ~~filed~~attached as Exhibit ~~2.1~~A to the ~~Company’s~~Merger ~~Current~~Agreement ~~Report on Form 8-K~~ (filed ~~with~~as ~~Securities~~Exhibit ~~and~~2.1 ~~Exchange~~to ~~Commission~~this onCurrent ~~April~~Report) ~~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 21.01 of this Current Report onwith ~~Form~~respect ~~8-K~~to ~~with~~the ~~respect~~issuance of the Merger Shares pursuant to the Merger Agreement is incorporated herein by reference. The ~~shares~~Merger ofShares ~~Common~~that ~~Stock~~will ~~and the~~be ~~Convertible Notes~~ issued ~~pursuant~~in toconnection with the ~~Merger~~Mergers ~~Agreement~~ will ~~not initially~~ be ~~registered~~issued ~~under the Securities Act~~ in reliance 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 ~~April~~July 223, 2026, by and among Bed Bath & Beyond, Inc., ~~TCS~~Beyond ~~Merger~~Home ~~Sub~~Services, LLC, ~~and~~F9 ~~The~~Merger ~~Container~~Sub ~~Store~~1, ~~Holdings~~Inc., ~~LLC~~F9 ~~(incorporated~~Merger bySub ~~reference to Exhibit~~ 2.1, toLLC, ~~the~~F9 ~~Company’s~~Brands, ~~Current~~Inc., ~~Report~~F9 onInvestments, ~~Form~~LLC ~~8-K~~and, ~~filed~~solely byfor the ~~Company~~purposes ~~with~~of ~~the~~Sections ~~SEC~~3.6, on3.7, ~~April~~3.8 2and 5.1 thereof, ~~2026)~~Tom Sullivan
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. AThe registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit ~~will be furnished~~ to the ~~Securities~~SEC ~~and Exchange Commission~~ upon request.

~~SIGNATURE~~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/ Marcus Lemonis
		Marcus Lemonis
		Chief Executive Officer
	Date:	July 927, 2026

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