Sec Form 4 Filing - Lee Adrianne @ BED BATH & BEYOND, INC. - 2026-02-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lee Adrianne 2. Issuer Name and Ticker or Trading Symbol BED BATH & BEYOND, INC. [ BBBY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CFO (Last) (First) (Middle) 433 ASCENSION WAY, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2026 (Street) MURRAY, UT84123 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/04/2026 M 18,939 A $ 0.0001 94,289 D Common Stock 02/04/2026 F 5,464 D $ 5.62 88,825 D Common Stock 02/04/2026 M 6,172 A $ 0.0001 94,997 D Common Stock 02/04/2026 F 1,781 D $ 5.62 93,216 D Common Stock 02/04/2026 M 16,072 A $ 0.0001 109,288 D Common Stock 02/04/2026 F 4,637 D $ 5.62 104,651 D Common Stock 02/04/2026 M 5,238 A $ 0.0001 109,889 D Common Stock 02/04/2026 F 1,512 D $ 5.62 108,377 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 02/04/2026 M 18,939 ( 1 ) ( 1 ) Common Stock 18,939 $ 0.001 56,397 D Restricted Stock Units ( 1 ) 02/04/2026 M 6,172 ( 1 ) ( 1 ) Common Stock 6,172 $ 0.001 50,225 D Performance Shares ( 2 ) 02/04/2026 M 16,072 ( 2 ) ( 2 ) Common Stock 16,072 $ 0.001 32,144 D Performance Shares ( 3 ) 02/04/2026 M 5,238 ( 3 ) ( 3 ) Common Stock 5,238 $ 0.001 10,476 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lee Adrianne 433 ASCENSION WAY 3RD FLOOR MURRAY, UT84123 President & CFO Signatures /s/ Christina Wheeler, Attorney-in-Fact 02/06/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of Bed Bath & Beyond, Inc. common stock. The restricted stock units vest or have vested in three equal installments at the close of business on February 4, 2026, February 4, 2027, and February 4, 2028. Vested shares are delivered to the reporting person promptly after the restricted stock units vest. Amount shown does not include previously granted restricted stock units with different vesting schedules. ( 2 )Each performance share represents a contingent right to receive one share of Bed Bath & Beyond, Inc. common stock. On February 4, 2025 the reporting person was granted an award of performance shares, which are scheduled to vest in three equal installments at the close of business on February 4, 2026, February 4, 2027, and February 4, 2028, subject to and upon the satisfaction of certain performance criteria. On February 4, 2026, the compensation committee of the Issuer's board of directors determined that a total of 48,216 performance shares were earned based on performance relative to the performance criteria for fiscal year 2025. Accordingly, one-third of the earned performance shares (or 16,072 performance shares) vested on February 4, 2026. The remaining earned performance shares will vest based on continued service through the applicable vesting date specified above. ( 3 )Each performance share represents a contingent right to receive one share of Bed Bath & Beyond, Inc. common stock. On March 10, 2025 the reporting person was granted an award of performance shares, which are scheduled to vest in three equal installments at the close of business on February 4, 2026, February 4, 2027, and February 4, 2028, subject to and upon the satisfaction of certain performance criteria. On February 4, 2026, the compensation committee of the Issuer's board of directors determined that a total of 15,714 performance shares were earned based on performance relative to the performance criteria for fiscal year 2025. Accordingly, one-third of the earned performance shares (or 5,238 performance shares) vested on February 4, 2026. The remaining earned performance shares will vest based on continued service through the applicable vesting date specified above.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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