Lee Adrianne 4

What Happened
Lee Adrianne, President and Chief Financial Officer of Bed Bath & Beyond, had restricted/derivative awards convert and/or vest on January 23, 2026. The filing reports 20,965 shares acquired via exercise/conversion of derivatives and a separate withholding of 6,049 shares to cover taxes (withheld at $6.87 per share for $41,557). An earlier grant of 6,043 derivative awards was reported from October 7, 2025.

Key Details

• Transaction dates: primary activity on 2026-01-23 (vesting/conversion and tax withholding); a prior grant dated 2025-10-07.
• Reported transactions and codes:
  • M (exercise/conversion of derivative): 20,965 shares acquired (reported $0.00 per share; aggregate shown as $2 in filing).
  • F (payment of exercise price / tax liability): 6,049 shares withheld/disposed at $6.87 each = $41,557 (share surrender for taxes).
  • A (grant/award): 6,043 derivative units granted on 2025-10-07 (reported as derivative/award).
• Shares owned after the transactions: Not specified in the Form 4 filing.
• Footnotes of note:
  • F1: Thes were restricted stock units (RSUs) that vest in three equal installments on Jan 23 of 2024, 2025 and 2026; vested RSUs are delivered promptly after vesting.
  • F2: Represents warrants issued 2025-10-07 as a pro‑rata distribution; each warrant allows purchase of one common share at $15.50. That distribution was exempt from immediate Section 16 reporting.
• Timeliness: The Form 4 was filed on 2026-01-27 for transactions dated 2026-01-23 (filed four days later), which is later than the standard two-business-day Form 4 deadline.

Context

• The primary activity appears to be vesting/conversion of awards (an acquisition of shares), with a routine share withholding to cover tax obligations. Withholdings (F code) are common and are not the same as an open‑market sale for cash.
• The derivative/warrant details (including the $15.50 exercise price referenced in footnote F2) indicate the holder has or had derivative instruments; the reported $0.00 per share on some conversion lines likely reflects reporting conventions for vested RSUs or conversions rather than a market purchase.
• These transactions are informational — vesting and tax withholdings are common compensation events and do not by themselves signal insider buying or selling intent.