Bed Bath & Beyond Files 8-K: Agreements, Equity Sales, Officer Changes

Ticker: BBBY · Form: 8-K · Filed: Apr 2, 2026 · CIK: 0001130713

Sentiment: neutral

Topics: material-agreement, equity-sale, officer-change

TL;DR

BBBY filed an 8-K on 4/2/26 covering material agreements, equity sales, and exec changes.

AI Summary

On April 2, 2026, Bed Bath & Beyond, Inc. filed an 8-K detailing a material definitive agreement, unregistered sales of equity securities, and changes in directors or officers. The filing also includes Regulation FD disclosures and financial exhibits.

Why It Matters

This filing indicates significant corporate actions and potential shifts in the company's structure and financial dealings.

Risk Assessment

Risk Level: medium — The filing involves material agreements and unregistered equity sales, which can indicate financial restructuring or significant corporate events that carry inherent risks.

Key Numbers

Key Players & Entities

FAQ

What specific material definitive agreement was entered into by Bed Bath & Beyond, Inc.?

The filing indicates Item 1.01: Entry into a Material Definitive Agreement, but the specific details of the agreement are not provided in the summary text.

What was the nature of the unregistered sales of equity securities?

The filing lists Item 3.02: Unregistered Sales of Equity Securities, but the specifics of these sales are not detailed in the provided text.

Were there any changes in directors or officers on April 2, 2026?

Yes, Item 5.02 of the filing addresses: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.

What is the purpose of the Regulation FD Disclosure mentioned in the filing?

Item 7.01: Regulation FD Disclosure indicates that the company is making public disclosures to prevent selective disclosure of material non-public information.

What financial statements or exhibits are included with this 8-K filing?

Item 9.01: Financial Statements and Exhibits lists various exhibits including EX-2.1, EX-10.1, EX-10.2, EX-99.1, and XBRL documents.

Filing Stats: 4,867 words · 19 min read · ~16 pages · Grade level 16.6 · Accepted 2026-04-02 08:28:18

Key Financial Figures

Filing Documents

01

Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement On April 2 , 2026 (the " Effective Date "), Bed Bath and Beyond, Inc., a Delaware corporation (the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") by and among the Company, Falcon Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (" Merger Sub ") and The Container Store Holdings, LLC, a Delaware limited liability company (" TCS "), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into TCS (the " Merger "), with TCS surviving such Merger as a wholly owned subsidiary of the Company (the " Surviving Entity "). Merger Consideration At the closing of the Merger (the " Closing "), in exchange for all of the outstanding Class A Units of TCS (" TCS Equity Securities ") or the full and final satisfaction, repayment or extinguishment of all of TCS' outstanding term loans, as applicable under the terms of the Merger Agreement, the Company shall issue and deliver to all the equityholders or term loan creditors, as applicable under the terms of the Merger Agreement, of TCS as of immediately prior to the Closing: (a) senior convertible notes (" Buyer Convertible Notes ") in an aggregate principal amount equal to $54,000,000 (the " Minimum Buyer Convertible Note Payment ") minus the Specified Senior Loan Payment Amount; (b) a number of shares of common stock, $0.0001 par value per share, of the Company (" Buyer Common Stock ") equal to the number of such shares that are equal to (x) the quotient obtained by dividing (i) (A) $150,000,000 (the " Purchase Price ") minus (B) the Minimum Buyer Convertible Note Payment by (ii) $7.00 (" Buyer Common Stock Payment Shares ") (rounded up or down to the nearest whole number) minus (y) the Specified Senior Loan Shares (if any) (rounded up or down to the nearest whole number); provided, however , that in no event will the Comp

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. CFO Appointment In connection with the Merger, the board of directors of the Company (the " Board ") appointed Brian LaRose as the Chief Financial Officer of the Company, to serve as its principal financial officer, effective April 28, 2026. Mr. LaRose will succeed Adrianne B. Lee in this executive officer position as of such date. Brian LaRose, age 53, has served as the Chief Financial Officer of TCS since May 2025, and will continue in such role until he commences employment as the Company's Chief Financial Officer. Prior to that, Mr. LaRose served in various senior level positions at Petco Health and Wellness Company, Inc. (" Petco "), including as its Chief Financial Officer from August 2021 to February 2025, and as its Senior Vice President, Finance from September 2020 to August 2021. Prior to joining Petco, Mr. LaRose served as Divisional CFO for HP's 3D printing business unit. He previously led the separation management office during the separation of HP into two publicly traded Fortune 50 companies – at the time, the largest such split in U.S. history. During his 17 years with HP, Mr. LaRose also led HP's SEC reporting group and managed investor relationships in over 15 countries. Mr. LaRose began his career with Deloitte's mergers and acquisitions, and audit practices. Mr. LaRose is a member of the board of directors of the National Foundation for Autism Research, where he also serves as Treasurer. Mr. LaRose holds a bachelor's degree from Colby College, and a master's degree in business administration and a master's degree in accounting from Northeastern University. 5 There are no arrangements or understandings between Mr. LaRose and any other person pursuant to which Mr. LaRose was selected as an officer. Mr. LaRose does not have any family relationship with any of the Company's directors or

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