S-3ASR 1 ny20081988x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on September 25, 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

BEST BUY CO., INC.

(Exact name of registrant as specified in its charter)


Minnesota			41-0907483
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

7601 Penn Avenue South

Richfield, Minnesota 55423

(612) 291-1000

(Address, including zip code, and telephone number, including area code, of registrant’s Principal Executive Offices)


Todd G. Hartman Executive Vice President, Chief Legal and Risk Officer and Secretary Best Buy Co., Inc. 7601 Penn Avenue South Richfield, MN 55423 (612) 291-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service)			Copy to: John C. Ericson Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 (212) 455-2000

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 upon 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, a 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. ☐


			Page
ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
INCORPORATION BY REFERENCE			2
RISK FACTORS			4
FORWARD-LOOKING STATEMENTS			5
OUR COMPANY			8
USE OF PROCEEDS			9
DESCRIPTION OF THE DEBT SECURITIES			10
PLAN OF DISTRIBUTION			16
VALIDITY OF THE SECURITIES			17
EXPERTS			17


			Amount to be paid
SEC registration fee			$ *
Legal fees and expenses			**
Accounting fees and expenses			**
Printing fees			**
Rating agency fees			**
Trustee’s fees and expenses			**
Miscellaneous			**
Total			*


Exhibit No.			Description
1.1**			Form of Underwriting Agreement

4.1			Indenture, dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3ASR filed on September 28, 2023)

4.2			Instrument of Resignation, Appointment and Acceptance, dated as of June 12, 2013, by and among Best Buy Co., Inc., Wells Fargo Bank, National Association, and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3ASR filed on September 28, 2023)

4.3			Third Supplemental Indenture, dated as of September 27, 2018, to the Indenture dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor trustee, including the Form of 4.450% Notes due 2028 contained therein (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 27, 2018)

4.4			Fourth Supplemental Indenture, dated as of October 1, 2020, to the Indenture dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor trustee, including the Form of 1.950% Notes due 2030 contained therein (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 1, 2020)

5.1*			Opinion of Dorsey & Whitney LLP, as to the legality of the securities being registered

23.1*			Consent of Dorsey & Whitney LLP (included in the opinion filed as Exhibit 5.1)

23.2*			Consent of Deloitte & Touche LLP

24.1*			Powers of Attorney (included on signature page)

25.1*			Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of the Trustee under the Indenture

107*			Filing Fee Table


BEST BUY CO., INC.

By:	/s/ CORIE S. BARRY
	Name:	Corie S. Barry
	Title:	Chief Executive Officer


Signature			Title

/s/ CORIE S. BARRY			Chief Executive Officer and Director (Principal executive officer)
Corie S. Barry

/s/ ANNE BRAMMAN			Chief Financial Officer (Principal financial officer)
Anne Bramman			Chief Financial Officer (Principal financial officer)

/s/ MATHEW R. WATSON			Senior Vice President, Controller and Chief Accounting Officer (Principal accounting officer)
Mathew R. Watson

/s/ DAVID W. KENNY			Director and Chair of the Board
David W. Kenny			Director and Chair of the Board

/s/ LISA M. CAPUTO			Director
Lisa M. Caputo			Director

/s/ MEGHAN C. FRANK			Director
Meghan C. Frank			Director

/s/ A. DYLAN JADEJA			Director
A. Dylan Jadeja			Director

/s/ DAVID C. KIMBELL			Director
David C. Kimbell			Director

/s/ MARIO J. MARTE			Director
Mario J. Marte			Director

/s/ KAREN A. MCLOUGHLIN			Director
Karen A. McLoughlin			Director


Signature			Title

/s/ CLAUDIA F. MUNCE			Director
Claudia F. Munce			Director

/s/ RICHELLE P. PARHAM			Director
Richelle P. Parham			Director

/s/ STEVEN E. RENDLE			Director
Steven E. Rendle			Director

/s/ SIMA D. SISTANI			Director
Sima D. Sistani			Director

/s/ MELINDA D. WHITTINGTON			Director
Melinda. D. Whittington			Director