Bed Bath & Beyond Files 8-K: Material Agreement, Financials

TL;DR

BBBY filed an 8-K for a material agreement. Keep an eye on financials.

AI Summary

On October 7, 2025, Bed Bath & Beyond, Inc. filed an 8-K report detailing a material definitive agreement. The filing also included Regulation FD disclosures and financial statements. The company's principal executive offices are located at 433 W. Ascension Way, 3rd Floor, Murray, Utah.

Why It Matters

This 8-K filing indicates a significant new agreement for Bed Bath & Beyond, Inc., which could impact its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's stock price.

Key Players & Entities

• BED BATH & BEYOND, INC. (company) — Filer
• October 7, 2025 (date) — Date of Report
• 433 W. Ascension Way, 3rd Floor, Murray, Utah 84123 (location) — Principal Executive Offices
• 001-41850 (other) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share BBBY New York S
• $15.50 — effective, at a cash exercise price of $15.50 per Warrant (the "Exercise Price"), one
• $18 — on Trigger Price" is initially equal to $18.60, subject to certain adjustments. In

Filing Documents

• ef20056742_8k.htm (8-K) — 46KB
• ef20056742_ex99-1.htm (EX-99.1) — 15KB
• image00006.jpg (GRAPHIC) — 6KB
• 0001140361-25-037599.txt ( ) — 203KB
• byon-20251007.xsd (EX-101.SCH) — 4KB
• byon-20251007_lab.xml (EX-101.LAB) — 21KB
• byon-20251007_pre.xml (EX-101.PRE) — 16KB
• ef20056742_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On September 22, 2025, Bed Bath & Beyond, Inc. (the "Company"), announced that the Board of Directors of the Company declared a distribution (the "Warrant Distribution") to the holders of record of the Company's common stock, par value $0.0001 per share (the "Common Stock"), in the form of warrants to purchase shares of Common Stock (the "Warrants"). The Warrants were issued on the terms and conditions described in the Warrant Agreement (as defined below and attached as an exhibit hereto) and are being distributed on October 7, 2025, to the holders of record of Common Stock as of the close of business on October 2, 2025 (the "Record Date"). Pursuant to the terms of the Warrant Agreement, dated as of October 7, 2025, between the Company, Computershare Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., as Warrant Agent (the "Warrant Agreement"), each holder of record of Common Stock as of the Record Date will receive one Warrant for every ten shares of Common Stock (rounded down to the nearest whole number for any fractional Warrant). Each Warrant will entitle the holder to purchase, at the holder's sole and exclusive election commencing on the date the registration Unless the Early Expiration Price Condition (defined below) is met, the Warrants will expire and cease to be exercisable at 5:00 p.m. New York Upon the occurrence of the first 30 consecutive Trading Day (defined below) period commencing on the first Trading Day immediately following the distribution date of the Wa

01

Item 7.01 Regulation FD Disclosure. On October 8, 2025, the "Company" issued a press release announcing the distribution of warrant dividends to its shareholders and eligible noteholders as of the October 2, 2025 record date. The press release is attached as Exhibit 99.1 to this Form 8-K. The information furnished in this Item 7.01, including Exhibits 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing. No Offer or Solicitation This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The issuance of the Warrants in the Warrant Distribution has not been registered under the Securities Act, as the distribution of a Warrant for no consideration does not constitute a sale of a security under Section 2(a)(3) of the Securities Act. A Form 8-A registration statement and prospectus included in the Form S-3 registration statement describing the terms of the Warrants will be filed with the Securities and Exchange Commission (the "SEC") and will be available on the SEC's website located at http://www.sec.gov. Holders of Common Stock should read the prospectus carefully, including the Risk Factors section included and incorporated by reference therein. This communication contains a general summary of the Warrants. Please read the warrant agreement relating to the Warrants when it becomes available as it will contain important inf

Forward Looking Statements

Forward Looking Statements This Form 8-K and the exhibits attached to this Form 8-K contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the anticipated warrant distribution, including: our expectations regarding the warrant dividend and distribution; the anticipated record date and distribution date for the warrant distribution; the potential aggregate gross proceeds from warrant exercises; the expected use of proceeds from any proceeds received from warrant exercises; the acceptance of trading of the warrants on the New York Stock Exchange; the price of those warrants and the existence of a market for those warrants; and the participation in the warrant distribution. These forward-looking statements are based on the Company's current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Company's actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions. These and other risks are more fully described in the Company's filings with the SEC, including in the section entitled "Risk Factors" in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025, and other filings and reports that the Company may file from time to time with the SEC.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 4.1 Warrant Agreement (including Form of Warrant), dated October 7, 2025, between the Company, Computershare Inc., a Delaware corporation, and Computershare Trust Company, N.A., as Warrant Agent (incorporated by reference to Exhibit 4.2 of the Company's Registration Statement on Form S-3 filed with the Commission on October 8, 2025) 99.1 Press Release Issued October 8, 2025 104 The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document 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. BEYOND, INC. By: /s/ ADRIANNE B. LEE Adrianne B. Lee President and Chief Financial Officer Date: October 8, 2025

View Full Filing

View this 8-K filing on SEC EDGAR