S-3 1 ny20078361x1_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, 3^rd 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, 3^rd Floor

Murray, Utah 84123

(801) 947-3100

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

Copies to:

Benjamin J. Cohen, Esq.

Lindsey A. Mills, Esq.

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

(212) 906-1200

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.


ABOUT THIS PROSPECTUS			1
TRADEMARKS			2
SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE			5
THE COMPANY			7
RISK FACTORS			8
USE OF PROCEEDS			9
DESCRIPTION OF CAPITAL STOCK			10
DESCRIPTION OF DEBT SECURITIES			13
DESCRIPTION OF WARRANTS			20
DESCRIPTION OF PURCHASE CONTRACTS			21
DESCRIPTION OF UNITS			22
GLOBAL SECURITIES			23
PLAN OF DISTRIBUTION			26
LEGAL MATTERS			28
EXPERTS			28


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
TRADEMARKS			S-2
SPECIAL CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS			S-3
ABOUT Bed Bath & Beyond, Inc.			S-6
THE OFFERING			S-7
RISK FACTORS			S-8
USE OF PROCEEDS			S-10
DIVIDEND POLICY			S-11
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS			S-12
PLAN OF DISTRIBUTION			S-16
VALIDITY OF THE SECURITIES			S-17
EXPERTS			S-17
WHERE YOU CAN FIND MORE INFORMATION			S-18
INFORMATION INCORPORATED BY REFERENCE			S-19


SEC registration fee			$27,620⁽¹⁾
FINRA filing fee			$⁽¹⁾
Supplemental listing fee			$⁽¹⁾
Printing expenses			$⁽¹⁾
Legal fees and expenses			$⁽¹⁾
Accounting fees and expenses			$⁽¹⁾
Blue Sky, qualification fees and expenses			$⁽¹⁾
Transfer agent fees and expenses			$⁽¹⁾
Trustee fees and expenses			$⁽¹⁾
Warrant agent fees and expenses			$⁽¹⁾
Miscellaneous			$⁽¹⁾
Total			$⁽¹⁾


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

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

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

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

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

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

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

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

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

BED BATH & BEYOND, INC.

/s/ Marcus A. Lemonis

Marcus A. Lemonis
Executive Chairman of the Board of Directors and Chief
Executive Officer
(Principal Executive Officer)