02/06/2026 | Press release | Distributed by Public on 02/06/2026 15:06
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 02/04/2026 | M | 5,811 | (1) | (1) | Common Stock | 5,811 | $0.001 | 21,095 | D | ||||
| Restricted Stock Units | (1) | 02/04/2026 | M | 1,929 | (1) | (1) | Common Stock | 1,929 | $0.001 | 19,166 | D | ||||
| Performance Shares | (2) | 02/04/2026 | M | 1,644 | (2) | (2) | Common Stock | 1,644 | $0.001 | 3,287 | D | ||||
| Performance Shares | (3) | 02/04/2026 | M | 7,530 | (3) | (3) | Common Stock | 7,530 | $0.001 | 15,060 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Putnam Leah R 433 ASCENSION WAY SUITE 300 MURRAY, UT 84123 |
Chief Accounting Officer | |||
| /s/ Christina Wheeler, Attorney-in-Fact | 02/06/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (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 RSUs 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 4,931 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 1,644 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 22,590 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 7,530 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. |