PRE 14A 1 ef20078968_pre14a.htm PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under Rule 14a-12

BED BATH & BEYOND, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED JULY 29, 2026

Bed Bath & Beyond, Inc.

433 W. Ascension Way, 3rd Floor

Murray, Utah 84123

(801) 947-3100

Notice of Special Meeting of Stockholders

To Be Held at [●] [a/p].m., Mountain Time, on [●], 2026

Dear Stockholders:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Bed Bath & Beyond, Inc. (“Bed Bath & Beyond,” “BBBY,” the “Company,” “we,” “us” or “our”), to be held virtually on [●], 2026 at [●] [a/p].m., Mountain Time. In order to provide expanded access and enable more of our stockholders to attend and participate, the Special Meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions, and vote online. The Special Meeting can be accessed by visiting https://[●] and entering your control number (which can be found on your proxy card or voting instruction form).

On July 8, 2026 (the “Closing Date”), the Company completed the acquisition of The Container Store Holdings, LLC (“TCS Holdings”) pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 2, 2026, among the Company, TCS Merger Sub, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), and TCS Holdings. Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into TCS Holdings, with TCS Holdings surviving such merger as a wholly-owned subsidiary of the Company (the “TCS Merger”). TCS Holdings is the holding company of The Container Store Group, Inc. (“TCS”) which, through its subsidiaries, operates a retail business focused on storage and organization solutions and related in-home services.

At the effective time of the TCS Merger, the Company issued an aggregate of 13,714,287 shares (the “Merger Share Consideration”) of its common stock, par value $0.0001 per share (“Common Stock”) and $112,553,000 aggregate principal amount of its 5.00% Senior Convertible Notes due 2033 (the “Convertible Notes”) to holders of outstanding TCS indebtedness as aggregate consideration in connection with the Merger Agreement (the “Noteholders”). All outstanding TCS Holdings equity securities were cancelled and extinguished for no purchase consideration. Immediately after the closing of the TCS Merger, the Company repurchased 286,663 shares of Common Stock (which are held as treasury shares) and cancelled $1.3 million aggregate principal amount of Convertible Notes in connection with the repayment of certain TCS loans

The Convertible Notes were issued under an indenture (the “Indenture”), dated as of July 8, 2026, among the Company, the subsidiary guarantors signatory thereto (the “Guarantors”) and Computershare Trust Company, National Association, as trustee (the “Trustee”). 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. The Convertible Notes are initially convertible into 109.8901 shares of our 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”).

Our Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol “BBBY.” Pursuant to the terms of the Indenture and to comply with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, which requires that we obtain stockholder approval because we may issue 20% or more of the Company’s outstanding Common Stock in connection with the conversion of the Convertible Notes, we are required to obtain stockholder approval of such issuance. We are holding the Special Meeting for the following purposes, as more fully described in the accompanying proxy statement:

•

Proposal No. 1 – The Stock Issuance Proposal – To approve, for purposes of complying with Section 312.03 of the NYSE Listed Company Manual, the issuance of shares of Common Stock upon conversion of the Company’s 5.00% Senior Convertible Notes due 2033 (the “Stock Issuance Proposal”); and

•

Proposal No. 2 – The Adjournment Proposal – To approve the adjournment of the Special Meeting, to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal (the ”Adjournment Proposal”).

All stockholders of record as of [●], 2026, the record date for the Special Meeting (the “Record Date”), are entitled to vote at the Special Meeting.

We are providing the accompanying proxy statement and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting (including following any adjournments or postponements of the Special Meeting). Information about the Special Meeting, the Transactions (as defined herein) and other related business to be considered by our stockholders at the Special Meeting is included in this proxy statement. Whether or not you plan to attend the Special Meeting, we urge all stockholders to read this proxy statement, including the financial statements of TCS and the pro forma financial information incorporated by reference herein, carefully and in its entirety. In particular, we urge you to read carefully the section entitled “Risk Factors” in the accompanying proxy statement. The accompanying proxy statement is incorporated by reference in this notice.

The Board unanimously recommends that you vote “FOR” the Stock Issuance Proposal and “FOR” the Adjournment Proposal.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement, and no proposal is conditioned on the approval of the Adjournment Proposal.

If you have any questions concerning any of the proposals, the Special Meeting, or the proxy statement, or would like additional copies of the proxy statement or need help voting your shares, please contact Okapi Partners LLC, our proxy solicitor, at 1212 Avenue of the Americas, 17th Floor, New York, NY 10036; Banks and Brokerage Firms, Please Call: (212) 297-0720; Shareholders and All Others Call Toll-Free: (844) 203-3605; Email: info@okapipartners.com

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting virtually, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting.

Your vote is very important. Whether or not you expect to attend the Special Meeting, please vote as soon as possible to ensure that your shares are represented at the Special Meeting.

	By order of the Board of Directors,

	Marcus Lemonis
	Chief Executive Officer & Executive Chairman of the Board of Directors

This Notice of Special Meeting of Stockholders and the accompanying proxy statement are dated [●], 2026 and are first being mailed to BBBY’s stockholders on or about [●], 2026.

TABLE OF CONTENTS

FREQUENTLY USED TERMS	1

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING	2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	9

RISK FACTORS	11

PROPOSAL 1 – THE STOCK ISSUANCE PROPOSAL	15

PROPOSAL 2 - THE ADJOURNMENT PROPOSAL	25

MANAGEMENT’S DISCUSSION AND ANALYSIS OF TCS	26

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	41

HOUSEHOLDING INFORMATION	42

SUBMISSION OF STOCKHOLDER PROPOSALS	42

OTHER MATTERS	42

WHERE YOU CAN FIND ADDITIONAL INFORMATION; INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	43

This proxy statement includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Please refer to the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this proxy statement for a description of the substantial risks and uncertainties related to any forward-looking statements that are included in this proxy statement.

Unless otherwise noted, all references in this proxy statement to “we,” “our,” “us,” “BBBY” or the “Company” refer to Bed Bath & Beyond, Inc. and its subsidiaries.

Proposal	Vote Required for Approval	Effect of Abstentions	Effect of Broker Non- Votes
Stock Issuance Proposal	The affirmative vote of the holders of a majority of the votes cast (excluding abstentions) on the matter is required to approve this proposal.	Abstentions will have no effect on the determination of whether this proposal has received the vote of a majority of the votes cast.	Broker non-votes will have no effect on the determination of whether this proposal has received the vote of a majority of the votes cast.

Adjournment Proposal	The affirmative vote of the holders of a majority of the votes cast (excluding abstentions) on the matter is required to approve this proposal.	Abstentions will have no effect on the determination of whether this proposal has received the vote of a majority of the votes cast.	We do not expect any broker non-votes on this proposal, as we believe this proposal is considered a routine matter. However, we understand that certain brokers have elected not to vote even on routine matters. If a broker or other nominee has made this decision and they do not receive voting instructions, a broker non-vote will have no effect on the determination of whether this proposal has received the vote of a majority of the votes cast.

	Successor						Predecessor
	Fiscal Year Ended			Period from			Period from
	March 28, 2026			January 26, 2025 through March 29, 2025			March 31, 2024 through January 25, 2025
Net sales	$	670,096		$	116,001		$	627,813
Cost of sales (excluding depreciation and amortization)		330,061			51,052			273,358
Gross profit		340,035			64,949			354,455
Selling, general, and administrative expenses (excluding depreciation and amortization)		404,511			67,978			350,502
Indefinite-lived asset impairment charges		3,009			-			103,283
Stock-based compensation		-			-			1,584
Pre-opening costs		279			444			2,122
Depreciation and amortization		28,129			3,560			34,916
Long-lived asset impairment charges		8,815			-			12,536
Gain on lease termination, net		(2,423	)		-			(7,235	)
Reorganization items, net		-			-			(19,522	)
Other expenses		16,978			5,576			22,271
(Gain) loss on disposal of assets		(64	)		2			(23	)
Loss from operations		(119,199	)		(12,611	)		(145,979	)
Interest expense		21,316			3,488			18,490
Loss before taxes		(140,515	)		(16,099	)		(164,469	)
(Benefit)/provision for income taxes		(639	)		414			(15,667	)
Net loss	$	(139,876	)	$	(16,513	)	$	(148,802	)

Beneficial Owner (Name and Address)	Number of Beneficially Owned Shares⁽¹⁾	Percentage of Outstanding Shares⁽²⁾
Directors and Named Executive Officers
Marcus A. Lemonis	669,756	*
Joanna C. Burkey	32,474	*
Barclay F. Corbus	105,047	*
William B. Nettles, Jr.	49,747	*
Debra G. Perelman	32,174	*
Dr. Robert J. Shapiro	67,107	*
Joseph J. Tabacco, Jr.	205,588	*
Tamara Ward	36,105	*
Brian LaRose	—	—
Amy Sullivan	95,255	*
Lisa Foley	14,160	*
All Current Directors and Executive Officers as a Group (11 persons)	1,307,413	1.4%
5% or Greater Stockholders
Amplify ETF Trust⁽³⁾	7,214,414	7.6%
The Rosen Trusts⁽⁴⁾	7,200,000	7.6%