UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 2, 2025
Date of Report (date of earliest event reported)
Bed Bath & Beyond, Inc.
 
(Exact name of Registrant as specified in its charter)
 
Delaware
001-41850
87-0634302
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)

433 W. Ascension Way, 3rd Floor
Murray, Utah 84123
(Address of principal executive offices)(Zip Code)

 (801) 947-3100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0001 par value per share
BBBY
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.    ☐
 
Item 7.01
Regulation FD Disclosure.

On October 2, 2025, Bed Bath & Beyond, Inc. (the “Company”) issued a press release announcing that it had published additional questions and answers (the “Supplemental FAQs”) regarding the previously announced warrant dividend distribution (the “Warrant Distribution”) to its shareholders as of the October 2, 2025 record date. The press release is attached as Exhibit 99.1 to this Form 8-K.

Also on October 2, 2025, the Company posted the Supplemental FAQs regarding the Warrant Distribution to the Company’s website. The Supplemental FAQs are attached as Exhibit 99.2 to this Form 8-K. The Company previously announced the Warrant Distribution on September 22, 2025 and published an initial set of questions and answers (the “Initial FAQs”).  To the extent information in the Supplemental FAQs is different from the Initial FAQs, the Supplemental FAQs supersede the Initial FAQs.

The information furnished in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The issuance of the Warrants in the Warrant Distribution has not been registered under the Securities Act, as the distribution of a Warrant for no consideration does not constitute a sale of a security under Section 2(a)(3) of the Securities Act. A Form 8-A registration statement and prospectus supplement describing the terms of the Warrants will be filed with the Securities and Exchange Commission (the “SEC”) and will be available on the SEC’s website located at http://www.sec.gov. Holders of Common Stock should read the prospectus supplement carefully, including the Risk Factors section included and incorporated by reference therein. This communication contains a general summary of the Warrants. Please read the warrant agreement relating to the Warrants when it becomes available as it will contain important information about the terms of the Warrants, as it, and not this communication, will govern your rights with respect to the Warrants.

Forward Looking Statements

This Form 8-K and the exhibits attached to this Form 8-K contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the anticipated warrant distribution, including: our expectations regarding the warrant dividend and distribution; the anticipated distribution date and exercise start date for the warrant distribution; the filing of the Registration Statement covering the issuance of the warrant shares; the potential aggregate gross proceeds from warrant exercises; the expected use of proceeds from any proceeds received from warrant exercises; the acceptance of trading of the warrants on the New York Stock Exchange; the price of those warrants and the existence of a market for those warrants; and the participation in the warrant distribution. These forward-looking statements are based on the Company’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Company’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions. These and other risks are more fully described in the Company’s filings with the SEC, including in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025, and other filings and reports that the Company may file from time to time with the SEC.
Item 9.01
Financial Statements and Exhibits

(d)
Exhibits

Exhibit No.
Description of Exhibit
Press Release Issued October 2, 2025
Warrant Dividend Distribution Supplemental FAQ, dated October 2, 2025
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The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BEYOND, INC.




By:
/s/ ADRIANNE B. LEE


Adrianne B. Lee


President and Chief Financial Officer

Date:
October 2, 2025


Exhibit 99.1


Bed Bath & Beyond, Inc. Provides Additional Details on the Dividend of Warrants to Shareholders
 
MURRAY, Utah – October 2, 2025 – Bed Bath & Beyond, Inc. (NYSE: BBBY) (the “Company”), owner of Bed Bath & Beyond, Overstock, buybuy BABY, and a blockchain asset portfolio, today announced additional details regarding its special dividend to be distributed in the form of warrants to holders of the Company’s common stock.  As a reminder, the warrant dividend will be distributed to each shareholder of record as of October 2, 2025 (the “Record Date”).
As previously announced, each registered shareholder as of the Record Date will receive one (1) warrant for every ten (10) shares of Company common stock held, rounded down to the nearest whole warrant.
Each warrant will entitle the holder to purchase one share of common stock at an exercise price of $15.50, until the warrants expire on October 7, 2026 (the “Expiration Date”), unless the “Alternate Expiration Date Price Condition” is met. The Alternate Expiration Date Price Condition is satisfied if the Company’s common stock equals or exceeds $18.60 (the “Alternate Expiration Trigger”) for at least 20 trading days out of a 30-trading day period (“Alternate Expiration Date”), at which point the Company has the right but not the obligation to accelerate the expiration date of the warrants to the business day immediately following the Alternate Expiration Date.
The Company expects to distribute the warrants on or around Tuesday, October 7, 2025 (the “Distribution Date”), and the warrants will be eligible to be exercised upon the date that a registration statement on Form S-3 registering the issuance of the shares upon exercise of the of the warrants has been declared effective by the SEC  (the “Exercise Start Date”). The warrants will be issued without any action required by the Company’s shareholders as of the Record Date and without any payment of cash or other consideration.
As a reminder, holders can only exercise a warrant by paying the exercise price to acquire the shares of common stock in cash. Following the Distribution Date, the warrants are expected to be freely tradable and listed on the New York Stock Exchange under the ticker BBBY WS. Recipients of the warrants will be able to trade their warrants or exercise any warrants in accordance with the warrant agreement, irrespective of whether they continue to hold shares of common stock.
Warrant Terms

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Eligibility: Shareholders must be a shareholder of record on the October 2, 2025 Record Date to receive warrants.

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Ratio: Stockholders will receive one (1) warrant for each ten (10) shares of common stock held as of the Record Date of October 2, 2025, rounded down to the nearest whole number for any fractional warrant. As an example, a shareholder who owns 320 or 327 shares of common stock would receive 32 warrants.

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Exercise Price: Each warrant will entitle the holder to purchase one share of the Company’s common stock at an exercise price of $15.50.

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Expiration: The warrants will expire at 5:00 p.m. New York City time on October 7, 2026, unless the Alternate Expiration Date Price Condition is triggered.

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Alternate Expiration Price Condition: If the Company’s common stock equals or exceeds $18.60 for at least 20 trading days out of a 30-trading day period, the Company has the right but not the obligation to accelerate the expiration date of the warrants to the business day immediately following the Alternate Expiration Date.

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 •
Exercisability: The warrants are exercisable beginning as of the date a registration statement on Form S-3 registering the issuance of the shares upon exercise of the of the warrants has been declared effective by the SEC and may be exercised at any time through the Expiration Date.

The warrants will be governed by a warrant agreement that we expect to file with the Securities and Exchange Commission (“SEC”) by the Distribution Date. The warrant agreement will contain additional detail on warrant holders’ rights to exercise, potential future adjustments to the warrants, potential suspension of the exercise period and extension of the expiration of the exercise period and other matters.

Supplemental frequently asked questions and answers relating to the warrant dividend distribution will be made available at https://investors.beyond.com/.
 
About Bed Bath & Beyond, Inc.
 
Bed Bath & Beyond, Inc. (NYSE:BBBY), based in Murray, Utah, is an ecommerce-focused retailer with an affinity model that owns or has ownership interests in various retail brands, offering a comprehensive array of products and services that enable its customers to enhance everyday life through quality, style, and value. The Company currently owns Bed Bath & Beyond, Overstock, buybuy BABY, and now Kirkland’s Home, as well as other related brands and websites and a blockchain asset portfolio inclusive of tZERO, GrainChain, and other assets. The Company regularly posts information and updates on its Newsroom and Investor Relations pages on its website, bedbathandbeyond.com.
 
Cautionary Note Regarding Forward-Looking Statements
 
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to: our expectations regarding the warrant dividend and distribution; the anticipated Exercise Start Date and Distribution Date for the warrant distribution; if and when the Alternate Expiration Date Price Condition may be satisfied, the potential gross proceeds resulting from warrant exercises; the expected use of proceeds from any proceeds received from warrant exercises; the acceptance to trading of the warrants on the New York Stock Exchange; and the price of those warrants and the existence of a market for those warrants. Additional information regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein may be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 25, 2025, our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the SEC on July 29, 2025, and in our subsequent filings with the SEC.
 
Investor Relations
ir@beyond.com
pr@beyond.com
 
Source: Bed Bath & Beyond, Inc.
 

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Exhibit 99.2


Bed Bath & Beyond, Inc. Shareholder FAQ – Warrant Dividend Distribution

Supplement #1

How does the Alternate Expiration Price Condition work?

If the Alternate Expiration Price Condition is satisfied, the warrants will expire at 5:00 p.m. New York City time on the Business Day immediately following the Alternate Expiration Price Condition Date (as defined below) or such other date as the Company may elect in accordance with the warrant agreement.

The Alternate Expiration Price Condition will be deemed satisfied if, during any period of twenty (20) out of thirty (30) consecutive trading days, the VWAP of the Company’s common stock equals or exceeds $18.60 (the “Alternate Expiration Trigger Price”) whether or not consecutive (such final day, the “Alternate Expiration Price Condition Date”).

If the Alternate Expiration Price Condition occurs, the Company will make a public announcement to that effect, which will include the corresponding expiration date. Otherwise, as previously disclosed, the warrants will expire at 5:00 pm EST on October 7, 2026.

When does the 20 out of 30-day VWAP measurement period for the Alternate Expiration Price Condition begin?

The 20 out of 30-day VWAP measurement period can begin on the first trading day after the distribution date.  If Company shares are trading above $18.60 on that day and the VWAP meets the threshold, that day counts as the first of the 20 qualifying days within the 30-trading-day window.

If the VWAP Alternate Expiration Price Condition is met, for example, on the 20th qualifying day, when do the warrants expire?

The warrants will expire on the business day immediately following the 20th qualifying trading day within any 30-day period, unless the Company announces an alternate expiration date in accordance with the warrant agreement.

How will I know if the warrants are about to expire?

If the warrants are scheduled to expire, either on the final expiration date or due to early expiration, the Company will issue a public press release announcing the expiration date. This notice will be made available as promptly as practicable and will include the exact date and time by which warrant exercises must be completed.

We encourage shareholders to monitor the Company’s Investor Relations website

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(https://investors.beyond.com) for news announcements and updates, as well as our filings with the U.S. Securities and Exchange Commission(“SEC”) at www.sec.gov.

When can I exercise my warrants?

The Company will file a registration statement on Form S-3 registering the shares of common stock issuable upon exercise of the warrants (the “Registration Statement”). The Warrants will not be exercisable until the date that the Registration Statement is declared effective by the SEC and a prospectus or prospectus supplement is filed in connection therewith (the “Exercise Start Date’).  You may exercise your warrants at any time beginning on the Exercise Start Date until the expiration date.  We anticipate the that Exercise Start Date will be following the anticipated October 7, 2025 Distribution Date. The warrants are currently scheduled to expire on October 7, 2026, unless the Alternate Expiration Price Condition is met. If that condition is triggered by the stock trading at or above $18.60 for 20 trading days within any 30-trading-day period following the distribution date, then the warrants will expire at 5:00 p.m. New York City time on the business day immediately following the 20th qualifying trading day, unless the Company announces an alternate expiration date in accordance with the warrant agreement.

When can I trade my warrants?

We intend to apply for the warrants to be listed on the New York Stock Exchange to facilitate such trading, which may begin under ticker symbol BBBY WS on the first trading day following the Distribution Date. After the Distribution Date, BBBY shareholders can trade or exercise the warrants irrespective of whether they continue to hold or sell their shares of BBBY common stock.  However, because we anticipate the warrants will be listed for trading on the NYSE prior to the Exercise Start Date, we anticipate the warrants will be freely tradable in advance of the Exercise Start Date.

Disclaimers

Forward Looking Statements

This FAQ contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the anticipated warrant distribution, including: our expectations regarding the warrant dividend and distribution; the anticipated Distribution Date and Exercise Start Date for the warrant distribution; the filing of the Registration Statement covering the issuance of the warrant shares; the potential aggregate gross proceeds resulting from warrant exercises; the expected use of proceeds from any proceeds received from warrant exercises; that the warrant dividend and distribution is aligned with stockholder interests; the acceptance to trading of the warrants on the New York Stock Exchange; the price of those warrants and the existence of a market for those warrants; and the participation in the warrant distribution. These forward-looking statements are based on Bed Bath & Beyond, Inc.’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Bed Bath & Beyond, Inc.’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions. Risks relating to the warrant distribution include, but are not limited to: that the warrant dividend and distribution is not aligned with stockholder interests; the acceptance of trading of the warrants on the New York Stock Exchange, the price of those warrants and the existence of a market for those warrants; and stockholder participation in the warrant distribution. These and other risks are more fully described in Bed Bath & Beyond, Inc.’s filings with the Securities and Exchange Commission (“SEC”), including in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025, and other filings and reports that Bed Bath & Beyond, Inc. may file from time to time with the SEC. Forward-looking statements represent Bed Bath & Beyond, Inc.’s beliefs and assumptions only as of the date of this press release. Bed Bath & Beyond, Inc. disclaims any obligation to update forward-looking statements.

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No Offer or Solicitation

This FAQ is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The issuance of the warrants has not been registered under the Securities Act, as the distribution of a warrant for no consideration does not constitute a sale of a security under Section 2(a)(3) of the Securities Act. A Form 8-A registration statement and prospectus or prospectus supplement describing the terms of the warrants will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Holders should read the prospectus supplement carefully, including the Risk Factors section included and incorporated by reference therein.

This FAQ contains a general summary of the warrants. Please read the warrant agreement when it becomes available and filed with the SEC in connection with the distribution date, as it will contain important information about the terms of the warrants, as it, and not this FAQ, will govern your rights with respect to the Warrants.

Conflict with Initial FAQs

On September 22, 2025, the Company announced the Warrant Distribution and published an initial set of questions and answers (the “Initial FAQs”).  To the extent information in these Supplemental FAQs is different from the Initial FAQs, these Supplemental FAQs supersede the Initial FAQs.


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