S-3 1 ny20078363x1_s3.htm S-3

As filed with the Securities and Exchange Commission on August 4, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BED BATH & BEYOND, INC.

(Exact name of registrant as specified in its charter)


Delaware			87-0634302
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

433 W. Ascension Way, 3rd Floor

Murray, Utah 84123

(801) 947-3100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brian LaRose

Chief Financial Officer

433 W. Ascension Way, 3rd Floor

Murray, Utah 84123

(801) 947-3100

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael P. Heinz

Timothy P. FitzSimons

Sidley Austin LLP

787 Seventh Avenue

New York, NY 10019

(212) 839-5300

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


			Page
ABOUT THIS PROSPECTUS			ii
TRADEMARKS			iii
SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			iv
PROSPECTUS SUMMARY			1
RISK FACTORS			6
USE OF PROCEEDS			8
DESCRIPTION OF CAPITAL STOCK			9
SELLING STOCKHOLDERS			12
PLAN OF DISTRIBUTION			16
LEGAL MATTERS			18
EXPERTS			18
WHERE YOU CAN FIND ADDITIONAL INFORMATION; INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			19


	Shares of Common Stock Beneficially Owned Prior to this Offering		Maximum Number of Shares of Common Stock Being Offered⁽¹⁾	Shares of Common Stock Beneficially Owned After this Offering
Name of Selling Stockholder	Number	Percent	Maximum Number of Shares of Common Stock Being Offered⁽¹⁾	Number	Percent
Mitchell Rosen Revocable Trust⁽²⁾	3,600,000	3.78%	3,600,000	—	*
Sharon Rosen Revocable Trust⁽²⁾	3,600,000	3.78%	3,600,000	—	*
ALCOF III NUBT, L.P.⁽³⁾	232,850	*	232,850	—	*
AlphaCentric Real Income Fund⁽⁴⁾	—	*	446,453	—	*
AMMC CLO 23, Limited⁽⁵⁾	45,113	*	45,113	—	*
AMMC CLO 24, Limited⁽⁵⁾	78,118	*	78,118	—	*


SEC registration fee			$ 31,985.01
Printing expenses			$*
Legal fees and expenses			$*
Accounting fees and expenses			$*
Transfer agent fees and expenses			$*
Miscellaneous			$*
Total			$*


		Incorporation by Reference
Exhibit Number	Exhibit Description	Form	File Number	Exhibit Number	Filing Date	Filed Herewith
3.1	Amended and Restated Certificate of Incorporation	10-Q	000-49799	3.1	July 29, 2014
3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation	8-K	000-41850	3.2	November 6, 2023
3.3	Certificate of Amendment to Amended and Restated Certificate of Incorporation	8-K	001-41850	3.1	May 24, 2024
3.4	Certificate of Amendment to Amended and Restated Certificate of Incorporation	8-K	001-41850	3.1	August 22, 2025
3.5	Certificate of Amendment to Amended and Restated Certificate of Incorporation	8-K	001-41850	3.1	May 19, 2026
3.6	Sixth Amended and Restated Bylaws	10-K	001-41850	3.5	February 24, 2026
4.1	Form of Specimen Common Stock Certificate	S-1/A	333-83728	4.1	May 6, 2002
4.2	Indenture, dated as of July 8, 2026, by and among the Company, the guarantors from time to time party thereto and Computershare Trust Company, N.A., as trustee	8-K	001-41850	4.1	July 9, 2026
4.3	Form of 5.00% Convertible Senior Note due 2033 (included as Exhibit A to Exhibit 4.2 above)	8-K	001-41850	4.2	July 9, 2026
4.4	Registration Rights, Lock-Up and Voting Agreement, dated as of June 30, 2026, by and among Bed Bath & Beyond, Inc., Mitchell Rosen Revocable Trust and Sharon Rosen Revocable Trust	8-K	001-41850	10.1	July 1, 2026
4.5	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.	8-K	001-41850	10.1	July 9, 2026
5.1	Opinion of Sidley Austin LLP					X
23.1	Consent of Sidley Austin LLP (included in Exhibit 5.1)					X
23.2	Consent of KPMG LLP, independent registered public accounting firm					X
23.3	Consent of Ernst & Young LLP with respect to specified financial statements of Medici Ventures, L.P.					X


			BED BATH & BEYOND, INC.

			By:			/s/ Marcus Lemonis
			Name:			Marcus Lemonis
			Title:			Chief Executive Officer and Executive Chairman of the Board of Directors


Signature	Title	Date

/s/ Marcus A. Lemonis	Executive Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	August 4, 2026
Marcus A. Lemonis		August 4, 2026

/s/ Brian LaRose	Chief Financial Officer (Principal Financial and Accounting Officer)	August 4, 2026
Brian LaRose		August 4, 2026

/s/ Joanna C. Burkey	Director	August 4, 2026
Joanna C. Burkey	Director	August 4, 2026

/s/ Barclay F. Corbus	Director	August 4, 2026
Barclay F. Corbus	Director	August 4, 2026

/s/ William B. Nettles, Jr.	Director	August 4, 2026
William B. Nettles, Jr.	Director	August 4, 2026

/s/ Debra G. Perelman	Director	August 4, 2026
Debra G. Perelman	Director	August 4, 2026

/s/ Dr. Robert J. Shapiro	Director	August 4, 2026
Dr. Robert J. Shapiro	Director	August 4, 2026

/s/ Joseph J. Tabacco, Jr.	Director	August 4, 2026
Joseph J. Tabacco, Jr.	Director	August 4, 2026

/s/ Tamara R. Ward	Director	August 4, 2026
Tamara R. Ward	Director	August 4, 2026


	Shares of Common Stock Beneficially Owned Prior to this Offering		Maximum Number of Shares of Common Stock Being Offered⁽¹⁾	Shares of Common Stock Beneficially Owned After this Offering
Name of Selling Stockholder	Number	Percent	Maximum Number of Shares of Common Stock Being Offered⁽¹⁾	Number	Percent
AMMC CLO 25, Limited⁽⁵⁾	78,118	*	78,118	—	*
AMMC CLO 27, Limited⁽⁵⁾	113,493	*	113,493	—	*
Cantor Fitzgerald Securities⁽⁶⁾	47,262	*	47,262	—	*
CrossingBridge Low Duration High Income Fund⁽⁴⁾	2,924,012	3.07%	8,998,152	—	*
CrossingBridge Responsible Credit Fund⁽⁴⁾	149,973	*	410,156	—	*
Destinations Global Fixed Income Opportunities Fund, a series of Brinker Capital Destinations Trust⁽⁴⁾	309,113	*	1,653,964	—	*
GC Finance Operations Trust⁽⁷⁾	3,887,005	4.08%	11,635,745	—	*
Gems 6 Sub 2, LLC⁽⁷⁾	85,278	*	255,301	—	*
Gems 6i Sub 1, L.P.⁽⁷⁾	54,037	*	161,817	—	*
Glendon Opportunities Fund II, L.P.⁽⁸⁾	1,810,625	1.90%	5,200,098	—	*
Glendon Opportunities Fund III, L.P.⁽⁸⁾	970,691	1.02%	2,787,624	—	*
Golub Sapphire Fund, L.P.⁽⁷⁾	68,959	*	206,488	—	*
Joseph S. & Diane H. Steinberg 1992 Charitable Trust⁽⁴⁾	50,537	*	50,537	—	*
JSS-COH LLC⁽⁴⁾	50,537	*	50,537	—	*
LCM 26 Ltd.⁽⁹⁾	7,599	*	7,599	—	*
LCM 27 Ltd.⁽⁹⁾	6,744	*	6,744	—	*
LCM 28 Ltd.⁽⁹⁾	6,744	*	6,744	—	*
LCM 29 Ltd.⁽⁹⁾	6,801	*	6,801	—	*
LCM 30 Ltd.⁽⁹⁾	6,626	*	6,626	—	*
LCM 31 Ltd.⁽⁹⁾	9,614	*	9,614	—	*
LCM 32 Ltd.⁽⁹⁾	10,061	*	10,061	—	*
LCM 33 Ltd.⁽⁹⁾	8,529	*	8,529	—	*
LCM 34 Ltd.⁽⁹⁾	8,766	*	8,766	—	*
LCM 35 Ltd.⁽⁹⁾	9,227	*	9,227	—	*
LCM 36 Ltd.⁽⁹⁾	7,881	*	7,881	—	*
LCM 37 Ltd.⁽⁹⁾	13,682	*	13,682	—	*
LCM 38 Ltd.⁽⁹⁾	10,887	*	10,887	—	*
LCM 39 Ltd.⁽⁹⁾	13,097	*	13,097	—	*
LCM 40 Ltd.⁽⁹⁾	10,008	*	10,008	—	*
LCM Loan Income Fund I Ltd.⁽⁹⁾	7,267	*	7,267	—	*
LCM XIV Limited Partnership⁽⁹⁾	6,744	*	6,744	—	*
LCM XV Limited Partnership⁽⁹⁾	8,668	*	8,668	—	*
LCM XVI Limited Partnership⁽⁹⁾	8,090	*	8,090	—	*
LCM XVII Limited Partnership⁽⁹⁾	6,744	*	6,744	—	*
LCM XVIII Limited Partnership⁽⁹⁾	7,390	*	7,390	—	*
LCM XXIII Ltd. ⁽⁹⁾	10,053	*	10,053	—	*
LCM XXIV Ltd. ⁽⁹⁾	8,633	*	8,633	—	*