Bed Bath & Beyond Inc.
02/24/2026 | Press release | Distributed by Public on 02/24/2026 15:59
Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis contains forward-looking statements relating to future events or our future financial or operating performance that involve risks and uncertainties, as set forth above under "Special Cautionary Note Regarding Forward-Looking Statements" or in Item 1A under the heading "Risk Factors" or included elsewhere in this Annual Report on Form 10-K. In addition, our future results may be significantly different from our historical results.
Overview
We are an e-commerce-focused retailer with an affinity model that owns or has ownership interests in various brands, offering a comprehensive array of products and services that enable its customers to enhance everyday life through quality, style, and value. In addition, we also offer an increasing number of add-on services across our platforms, including warranties, shipping insurance, and installation services. Our customer engagement and retention are bolstered by our welcome rewards+ membership program, enhancing the overall value proposition for our customers. We currently own Bed Bath & Beyond, Overstock, and buybuy BABY, among other brands. As used herein, "Bed Bath & Beyond," "the Company," "we," "our" and similar terms include Bed Bath & Beyond, Inc. and its controlled subsidiaries, unless the context indicates otherwise.
Through our Bed Bath & Beyond brand, we provide an extensive array of home-related products tailored specifically for our target customers - consumers who seek comprehensive support throughout their shopping journey, aspiring to discover quality, stylish products at competitive prices that align with their budget requirements. We regularly refresh our product assortment to reflect the evolving preferences of our customers and aim to stay aligned with current trends. The mission of this brand is to achieve category-leading ownership of four distinct rooms of the home: the bedroom, the bathroom, the kitchen, and the patio, and our goal is for our assortment to include not only core legacy categories like bedding and kitchenware, but also adjacent categories like bedroom and outdoor furniture and rugs. Furniture across all rooms continues to play a critical role in our strategy. Leveraging an asset-light supply chain, direct shipping is offered to customers from both our suppliers and third-party logistics providers.
Bed Bath & Beyond's strategic priorities include curating stylish, high-quality assortments to make product selection intuitive and affordable, in addition to enhancing offerings with trusted aspirational brands. We transform the customer experience by building trust, creating life-stage experiences, and consistently delivering inspiration, quality, and value.
Through our Overstock brand, we aim to provide a wide array of quality goods at discounted prices, and a treasure hunt-like experience for our target customers - consumers who are highly engaged, very accustomed to purchasing online, and actively seeking great deals. The mission of this brand is to delight our customers by offering them deals on products they will love. Our product assortment includes home categories such as indoor and outdoor furniture, rugs, décor, and lighting, as well as lifestyle categories such as jewelry and watches, apparel and accessories, and designer shoes and handbags.
The buybuy BABY brand acquisition allows us to reunite two traditionally related brands, Bed Bath & Beyond and buybuy BABY, and support our customers through key life stage shopping moments.
In August 2025, we changed our corporate name from Beyond, Inc. to Bed Bath & Beyond, Inc. and changed our ticker symbol from "BYON" to "BBBY".
Merger Agreement
On November 24, 2025, we entered in an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Knight Merger Sub II, Inc., a wholly owned subsidiary of the Company, and TBHC, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into TBHC (the "Merger"), with TBHC surviving such Merger as a wholly owned subsidiary of the Company.
Under the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, no par value, of TBHC (the "TBHC Common Stock") issued and outstanding immediately prior to the Effective Time (other than treasury shares and any shares of TBHC Common Stock held directly by the Company or Merger Sub) will be converted
into the right to receive 0.1993 shares (the "Exchange Ratio") of a fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Company (the "Company Common Stock") and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding.
At the Effective Time, (i) each award of TBHC restricted share units ("TBHC RSU") that is outstanding as of immediately prior to the Effective Time will automatically fully vest and be converted into the right to receive, without interest and subject to applicable withholding taxes, (A) a number of shares of Company Common Stock equal to the number of shares of TBHC subject to the TBHC RSU multiplied by the Exchange Ratio and (B) if applicable, cash in lieu of fractional shares, and (ii) each option to purchase TBHC Common Stock ("TBHC Option") that is outstanding as of immediately prior to the Effective Time will be automatically converted into the right to receive, without interest and subject to applicable withholding taxes, (A) a number of shares of Company Common Stock equal to the Net Option Share Amount (as defined in the Merger Agreement) applicable to the TBHC Option multiplied by the Exchange Ratio and (B) if applicable, cash in lieu of fractional shares.
For additional information on the proposed merger, see Item 8 of Part II, "Financial Statements and Supplementary Data"-Note 25-Subsequent Events.
Executive Commentary
This executive commentary is intended to provide investors with a view of our business through the eyes of our management. As an executive commentary, it necessarily focuses on selected aspects of our business. This executive commentary is intended as a supplement to, but not a substitute for, the more detailed discussion of our business included elsewhere herein. Investors are cautioned to read our entire "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our interim and audited financial statements, and the discussion of our business and risk factors and other information included elsewhere or incorporated in this report. This executive commentary includes forward-looking statements, and investors are cautioned to read "Special Cautionary Note Regarding Forward-Looking Statements."
Our cash and cash equivalents balance increased from $159.2 million as of December 31, 2024 to $175.3 million as of December 31, 2025, an increase of $16.1 million, primarily as the result of $137.3 million in net proceeds from the sales of our common stock pursuant to our "at-the-market" public offering, net of offering costs and $6.3 million in proceeds received from the sale of intangible assets; offset by net cash outflows from operating activities of $56.7 million, cash outflows from investing activities including the disbursement of notes receivable to TBHC of $15.2 million, The Container Store of $6.5 million, and GrainChain of $3.0 million, purchases of intangible assets of $15.4 million, purchases of equity securities in TBHC of $8.0 million, and expenditures for property and equipment of $7.4 million. The increase was further offset by cash outflows from financing activities including payments on short-term debt of $9.5 million and repurchases of our common stock under the stock repurchase program of $6.2 million.
Revenue for the year ended December 31, 2025, was $1,044.6 million, compared to $1,395.0 million for the year ended December 31, 2024, representing a decrease of $350.3 million or 25%. The decrease was primarily due to a 30% decrease in the number of orders delivered, which contributed $439.6 million of the revenue decline, partially offset by an 8% or $14.22 increase in average order value, which resulted in a revenue increase of approximately $89.3 million. The decrease in orders delivered was driven by a decline in website visits influenced in part by a reduction in overall sales and marketing spend as we focus on improving more efficient traffic channels and refine our assortment as well as a shift in consumer spending preferences and macroeconomic factors impacting consumer sentiment and the home furnishings industry. The increase in average order value was largely driven by orders mixing into categories with higher average unit retail price.
Gross profit for the year ended December 31, 2025, was $257.5 million, or 24.7% of revenue, compared to $290.2 million, or 20.8%, for the year ended December 31, 2024. This represents a decrease of $32.6 million or 11%. The decrease was primarily attributable to lower revenue, which reduced gross profit by approximately $79.6 million, partially offset by an improved gross margin that contributed an increase of approximately $47.0 million. Gross margin increased by 390 basis points year-over-year, primarily due to approximately 150 basis points of lower carrier costs, 110 basis points of lower loyalty participation prior to new program launch, 100 basis points of lower return costs, and 10 basis points of favorable merchandise actions.
Sales and marketing expenses were $143.4 million, or 13.7% of revenue for the year ended December 31, 2025, compared to $238.6 million, or 17.1% of revenue, for the year ended December 31, 2024. This represents a decrease of $95.2 million, or 40%. The decrease was primarily driven by decreased performance marketing expenses of $78.4 million and a $12.7 million reduction in brand advertising.
Technology expenses decreased by $24.3 million for the year ended December 31, 2025, compared to the prior period. The decrease was primarily due to a reduction in staff-related expenses of $19.0 million and a $3.2 million reduction in third-party expenses primarily driven by our technology transformation efforts, including the adoption of evolving technological advancements such as artificial intelligence.
General and administrative expenses decreased by $20.8 million for the year ended December 31, 2025, compared to the prior period. The decrease was primarily due to a $15.7 million reduction in staff-related expenses and a $2.8 million reduction in third-party expenses driven by our organizational restructuring and cost savings initiatives.
Customer service and merchant fees decreased by $16.3 million for the year ended December 31, 2025, compared to the prior period. The decrease was primarily driven by a $6.5 million decrease in customer service expenses and a $9.8 million decrease in credit card costs, primarily due to decreased order volume.
Other operating income, net decreased by $1.1 million for the year ended December 31, 2025, compared to the prior period. The decrease was primarily attributable to a $10.3 million gain from the 2024 sale of Wamsutta trademark, a $3.4
million loss from the 2024 sale of our corporate headquarters, and a $5.0 million gain from the sales of Canada and the United Kingdom Bed Bath & Beyond trademarks in 2025.
Key Operating Metrics
We review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial forecasts and make strategic decisions. We believe these operational measures are useful in evaluating our performance, in addition to our financial results prepared in accordance with U.S. GAAP. You should read the key operating and financial metrics in conjunction with the following discussion of our results of operations and together with out consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Active customers (1) | 3,962 | 5,415 | |||||||||
| LTM net revenue per active customer (2) | $ | 264 | $ | 258 | |||||||
| Orders delivered (3) | 5,154 | 7,402 | |||||||||
| Average order value (4) | $ | 203 | $ | 188 | |||||||
| Orders per active customer (5) | 1.30 | 1.37 | |||||||||
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(1) Active customers represent the total number of unique customers who have made at least one purchase during the prior twelve-month period. This metric captures both the inflow of new customers and the outflow of existing customers who have not made a purchase during the prior twelve-month period. We view active customers as a key indicator of our growth.
(2) Last twelve months (LTM) net revenue per active customer represents total net revenue in a twelve-month period divided by the total number of active customers for the same twelve-month period. We view LTM net revenue per active customer as a key indicator of our customers' purchasing patterns, including their initial and repeat purchase behavior.
(3) Orders delivered represents the total number of orders delivered in any given period, including orders that may eventually be returned. As we ship a large volume of packages through multiple carriers, actual delivery dates may not always be available, and in those circumstances, we estimate delivery dates based on historical data. We view orders delivered as a key indicator of our growth.
(4) Average order value is defined as total net revenue in any given period divided by the total number of orders delivered in that period. We view average order value as a key indicator of the mix of products on our sites, the mix of offers and promotions and the purchasing behavior of our customers.
(5) Orders per active customer is defined as orders delivered in a twelve-month period divided by active customers for the same twelve-month period. We view orders per active customer as a key indicator of our customers' purchasing patterns, including their initial and repeat purchase behavior.
Additional commentary related to macroeconomic trends
We continue to monitor recent macroeconomic trends and geopolitical events, including, without limitation, ongoing global conflicts, trade barriers including tariffs, financial and stock market volatility, higher interest rates, inflation, and their impacts. These events have and may continue to negatively impact consumer confidence and consumer spending, which have and may continue to adversely affect our business and our results of operations. Many of our suppliers source from other countries and may be negatively affected by increased tariffs or other import/export controls by the United States and foreign governments, as well as uncertainty in the market as it responds to global macroeconomic factors. Due to the uncertain and constantly evolving nature and volatility of these trends and events, we cannot currently predict their long-term impact on our operations and financial results. As of December 31, 2025, the challenges arising from these events have not adversely affected our liquidity or capacity to service our debt, nor have these conditions required us to reduce our capital expenditures.
Liquidity and Capital Resources
Overview
We believe that our cash and cash equivalents currently on hand and expected cash flows from future operations will be sufficient to continue operations for at least the next twelve months. We continue to monitor, evaluate, and manage our operating plans, forecasts, and liquidity considering the most recent developments driven by macroeconomic conditions, such as supply chain challenges, inflation, higher interest rates, tariffs, bans, or other measures or events that increase the effective price of products, and other geopolitical events. We proactively seek opportunities to improve the efficiency of our operations and have in the past and may in the future take steps to realize internal cost savings, including aligning our staffing needs, creating a more variable cost structure to better support our current and expected future levels of operations and process streamlining.
We periodically evaluate opportunities to repurchase our equity securities, obtain credit facilities, or issue additional debt or equity securities, which may impact our future operations and liquidity. In addition, we may, from time to time, consider the investment in, or acquisition of, complementary businesses, products, services, or technologies to expand our business, any of which might affect our liquidity requirements or cause us to issue additional debt or equity securities that would be dilutive to stockholders.
Our future capital requirements will depend on many factors, including, but not limited to, our growth, our ability to execute on our business strategy, our ability to realize the benefits of any investment in new business strategies, acquisitions, or other transactions, and consumer sentiment towards our offerings. In the event that additional liquidity is required from outside sources, we may not be able to raise the capital on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition, and results of operations could be adversely affected.
Current sources of liquidity
Our principal sources of liquidity are existing cash and cash equivalents, and accounts receivable, net. At December 31, 2025, we had cash and cash equivalents of $175.3 million and accounts receivable, net of allowance for credit losses of $20.8 million.
Cash flow information is as follows (in thousands):
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash provided by (used in): | |||||||||||
| Operating activities | $ | (56,701) | $ | (174,304) | |||||||
| Investing activities | (49,227) | 24,926 | |||||||||
| Financing activities | 122,054 | 32,722 | |||||||||
On June 10, 2024, we entered into a Capital on DemandTM Sales Agreement (the "Sales Agreement") with JonesTrading Institutional Services LLC ("JonesTrading"), under which we from time to time conduct "at the market" public offerings of our common stock. Under the Sales Agreement, JonesTrading, acting as our agent, may offer our common stock in the market on a daily basis or otherwise as we request from time to time. As of December 31, 2025, we had $16.0 million remaining available under our "at the market" sales program. We have no obligation to sell additional shares under the Sales Agreement, but we may do so from time to time. Under the agreement, we will pay JonesTrading up to a 2% sales commission on all sales. For the year ended December 31, 2025, we sold 16,293,806 shares of our common stock pursuant to the Sales Agreement and have recognized $137.3 million in proceeds, net of $2.8 million of offering costs, including commissions paid to JonesTrading. For the year ended December 31, 2024, we sold 7,002,375 shares of our common stock pursuant to the Sales Agreement and recognized $43.0 million in proceeds, net of $879,000 of offering costs, including commissions paid to JonesTrading.
On March 17, 2025, we entered into an Intellectual Property Asset Purchase Agreement with Lyons Trading Company, the operator of Proozy.com, to sell its rights in the Zulily brand for a total sales price of $5.0 million while retaining a 25% ownership stake in the brand in the form of a newly created entity ("Zulily Newco"). In connection with this transaction, we received $1.25 million upfront and will receive the remaining $3.75 million in quarterly installments commencing on April 30, 2026, over the course of five years.
On September 22, 2025, we declared a distribution (the "Warrant Distribution") to the holders of record of our common stock, in the form of warrants to purchase shares of common stock (the "Warrants"). The Warrants were issued on the terms and conditions described in the Warrant Agreement (as defined below) and were distributed on October 7, 2025, to the holders of record of our common stock as of the close of business on October 2, 2025 (the "Record Date"). Pursuant to the terms of the Warrant Agreement, dated as of October 7, 2025, between us, Computershare, Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., as Warrant Agent (the "Warrant Agreement"), each holder of record of our common stock as of the Record Date will receive one Warrant for every ten shares of our common stock (rounded down to the nearest whole number for any fractional Warrant). Each Warrant will entitle the holder to purchase, at the holder's sole and exclusive election commencing on the date the registration statement on Form S-3 (File No. 333-290763), filed with the SEC on October 8, 2025, became effective, at a cash exercise price of $15.50 per Warrant (the "Exercise Price"), one share of our common stock. Payment for shares of our common stock upon exercise of Warrants must be in cash.
On May 7, 2025, we entered into an Amended and Restated Term Loan Credit Agreement (the "Amended and Restated Credit Agreement"), which amended and restated the secured Term Loan Credit Agreement ("Existing Credit Agreement") entered on October 21, 2024 and pursuant to which we provided The Brand House Collective, Inc. (formerly known as Kirkland's Inc.) ("TBHC") with an additional term loan in an approximate aggregate original principal amount of $5.2 million (the "Additional Term Loan") and obligations arising under the Existing Credit Agreement in the aggregate amount of $8.5 million were rolled into the Amended and Restated Credit Agreement as obligations thereunder (collectively, the "Notes"). On September 15, 2025, the Company entered into Amendment No. 1 to the Amended and Restated Credit Agreement (such amendment, the "Credit Agreement Amendment" and the Existing Credit Agreement as amended by the Credit Agreement Amendment, the "Amended Credit Agreement"). Pursuant to the terms of the Amended Credit Agreement, new delayed-draw term loan commitments in an aggregate original principal amount of $20.0 million (the "Delayed Draw Term Loan Commitments") were established. On November 24, 2025, the Company entered into Amendment No. 2 to the Amended and Restated Credit Agreement (the "Second Amendment") pursuant to which the Company agreed to increase the Delayed Draw Term Loan Commitments by $10.0 million, to an aggregate principal amount of $30.0 million. Concurrently with the Second Amendment, and as of December 31, 2025, $10.0 million has been drawn under the Delayed Draw Term Loan Commitments (the "Delayed Draw Note"). The Amended Credit Agreement provides us the right to convert the outstanding loans (including loans extended in satisfaction of the Delayed Draw Term Loan Commitments) owing under the Amended and Restated Credit Agreement into shares of TBHC's common stock at a price equal to the closing price on the Nasdaq Stock Market LLC ("Nasdaq") on the day prior to the date on which a conversion election is made, up to a number of shares equal to 19.90% of the outstanding shares of TBHC's common stock on the date the Amended Credit Agreement was entered into, and up to a greater number of shares subject to Nasdaq shareholder approval rules. We are currently restricted from holding greater than 75% of outstanding TBHC's issued shares for so long as any obligations remain outstanding under TBHC's credit agreement with its senior lender, Bank of America, N.A. On November 24, 2025, we entered in a Merger Agreement with TBHC pursuant to which, subject to the terms and conditions set forth therein, TBHC will survive the Merger as a wholly owned subsidiary of the Company.
On June 30, 2025, we entered into a Trademark and Domain Name Agreement with a large, well-established Canadian retailer to sell certain intellectual property related to the Bed Bath & Beyond trademarks in Canada and the United Kingdom, which was acquired as part of our purchase of the Bed Bath & Beyond brand in June 2023, for a total sales price of $5.0 million, and revenue share payments to be paid to us in perpetuity.
On November 25, 2025, we purchased, via a participation agreement for par/near par trades, a portion of the loans issued by The Container Store, Inc. pursuant to the Term Loan Credit Agreement, dated as of January 28, 2025, as amended on September 15, 2025 (as amended, the "TCS Credit Agreement"). The aggregate purchase price for our participation in certain loans issued pursuant to the TCS Credit Agreement was $6.5 million. As a result of these transactions, we will participate in the rights to the payment of interest and repayment of the loans and any exercise of rights or remedies related thereto.
Future liquidity commitments
On January 9, 2026, we purchased, via an amended participation agreement for par/near par trades, an additional portion of the loans issued by The Container Store, Inc. pursuant to the TCS Credit Agreement. The aggregate purchase price for our additional participation in certain loans issued pursuant to the TCS Credit Agreement was $2.2 million. As a result of these transactions, we will participate in the rights to the payment of interest and repayment of the loans and any exercise of rights or remedies related thereto.
In the first quarter of 2026, TBHC drew an additional $15.0 million under the Delayed Draw Term Loan Commitments. There is approximately $5.0 million remaining under the Delayed Draw Term Loan Commitments.
Following the completion of the merger, we expect to fund the ongoing operations, capital requirements, and working capital needs of TBHC through existing cash balances, cash flows from operations, and available credit facilities.
Operating activities
Cash received from customers generally corresponds to our net revenue as our customers primarily use credit cards to buy from us, causing our receivables from these sales transactions to settle quickly. Our payment terms with our partners generally extend beyond the amount of time necessary to collect proceeds from our customers.
The $56.7 million of net cash used by operating activities during the year ended December 31, 2025 was primarily due to loss from operating activities of $84.6 million, net of the impact from non-cash items such as depreciation and amortization, non-cash operating lease costs, stock-based compensation, gain on sale of intangible assets, and loss from equity method securities of $50.9 million and cash used by changes in operating assets and liabilities of $23.0 million.
The $174.3 million of net cash used by operating activities during the year ended December 31, 2024 was primarily due to loss from operating activities of $258.8 million, net of the impact from non-cash items such as depreciation and amortization, non-cash operating lease costs, stock-based compensation, gain on sale of intangible assets, and loss from equity method securities of $115.3 million, offset by cash provided by changes in operating assets and liabilities of $30.8 million.
Investing activities
The $49.2 million of net cash used by investing activities during the year ended December 31, 2025 was primarily due to disbursement for notes receivable to TBHC of $15.2 million, The Container Store of $6.5 million, and GrainChain of $3.0 million, purchases of intangible assets of $15.4 million, purchases of equity securities in TBHC of $8.0 million, and expenditures for property and equipment of $7.4 million, offset by proceeds received from the sale of intangible assets of $6.3 million.
The $24.9 million of net cash provided by investing activities during the year ended December 31, 2024 was primarily due to proceeds from the sale of our corporate headquarters of $51.4 million and proceeds received from the sale of the
Wamsutta trademark of $10.3 million, offset by disbursement for Kirkland's notes receivable of $17.0 million, expenditures for property and equipment of $14.3 million, and purchases of intangible assets of $6.0 million.
Financing activities
The $122.1 million of net cash provided by financing activities during the year ended December 31, 2025 was primarily due to net proceeds from the sales of our common stock pursuant to our "at the market" public offering, net of offering costs of $137.3 million, offset by payments on short-term debt of $9.5 million and repurchases of our common stock under the stock repurchase program of $6.2 million.
The $32.7 million of net cash provided by financing activities during the year ended December 31, 2024 was primarily due to net proceeds from the sales of our common stock pursuant to our "at the market" public offering, net of offering costs of $43.0 million and proceeds from our revolving line of credit of $25.0 million, offset by payments on our long-term debt in conjunction with the sale of our corporate headquarters of $34.8 million and payment of taxes withheld upon vesting of employee stock awards of $3.3 million.
Contractual Obligations and Commitments
The following table summarizes our contractual obligations as of December 31, 2025 and the effect such obligations and commitments are expected to have on our liquidity and cash flow in future periods (in thousands):
| Payments due by period | ||||||||||||||||||||||||||||||||
| Contractual Obligations | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||||||||||||||
| Operating leases (1) | $ | 8,163 | $ | 1,285 | $ | 2,249 | $ | 2,172 | $ | 2,457 | ||||||||||||||||||||||
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(1) Represents the future minimum lease payments under non-cancellable operating leases. For information regarding our operating lease obligations, see Item 8 of Part II, "Financial Statements and Supplementary Data"-Note 12-Leases contained in the "Notes to Consolidated Financial Statements" of this Annual Report on Form 10-K.
Tax contingencies
We are involved in various tax matters, the outcomes of which are uncertain. As of December 31, 2025, and 2024, tax contingencies were $3.5 million and $3.7 million, respectively, which are included in our reconciliation of unrecognized tax benefits (see Item 8 of Part II, "Financial Statements and Supplementary Data"-Note 22-Income Taxes contained in the "Notes to Consolidated Financial Statements" of this Annual Report on Form 10-K). Changes in federal, foreign, state, and local tax laws may increase our tax contingencies. The timing of the resolution of income tax contingencies is highly uncertain, and the amounts ultimately paid, if any, upon resolution of issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next 12 months we will receive additional assessments by various tax authorities. These assessments may or may not result in changes to our contingencies related to positions on prior years' tax filings.
Borrowings
In October 2024, we entered into a Loan and Security Agreement (the "Loan Agreement") with BMO Bank N.A. (in such capacity, "BMO"), pursuant to which BMO agreed to lend us up to $25.0 million on a one-year revolving line of credit to aid us in securing strategic ventures. In connection with the Loan Agreement, BMO issued a revolving line of credit promissory note (the "Revolving Note") and granted a lien on the cash collateral account specified in the Loan Agreement (the "Cash Collateral Account"). The revolving line of credit bears interest on the unpaid principal balance at an annual rate equal to the Secured Overnight Financing Rate, or SOFR rate, for a one-month interest period plus 1.00%, established by the Federal Reserve Bank of New York. We are obligated to pay certain commitment fees on undrawn amounts under the Loan Agreement in amounts specified in the Loan Agreement. The Loan Agreement and Revolving Note was originally scheduled to terminate on October 18, 2025 and loans thereunder may be borrowed, repaid, and reborrowed up to such date. In September 2025, we and BMO extended the term of the Loan Agreement and Revolving Note for an additional year, and it will now terminate in October 2026.
Results of Operations
Our Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 25, 2025, includes a discussion and analysis of our year-over-year changes, financial condition, and results of operations for the years ended December 31, 2024 and 2023 in Item 7 of Part II, "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Net revenue, costs of goods sold, gross profit and gross margin
The following table summarizes our net revenue, costs of goods sold, gross profit and gross margin for the years ended December 31, 2025 and 2024 (in thousands):
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net revenue | $ | 1,044,616 | $ | 1,394,964 | |||||||
| Cost of goods sold | |||||||||||
| Product costs and other cost of goods sold | 787,094 | 1,104,800 | |||||||||
| Gross profit | $ | 257,522 | $ | 290,164 | |||||||
| Year-over-year percentage change | |||||||||||
| Net revenue | (25.1) | % | |||||||||
| Gross profit | (11.2) | % | |||||||||
| Percent of net revenue | |||||||||||
| Cost of goods sold | |||||||||||
| Product costs and other cost of goods sold | 75.3 | % | 79.2 | % | |||||||
| Gross margin | 24.7 | % | 20.8 | % | |||||||
Revenue for the year ended December 31, 2025, was $1,044.6 million, compared to $1,395.0 million for the year ended December 31, 2024, representing a decrease of $350.3 million or 25%. The decrease was primarily due to a 30% decrease in the number of orders delivered, which contributed $439.6 million of the revenue decline, partially offset by an 8% or $14.22 increase in average order value, which resulted in a revenue increase of approximately $89.3 million. The decrease in orders delivered was driven by a decline in website visits influenced in part by a reduction in overall sales and marketing spend as we focus on improving more efficient traffic channels and refine our assortment as well as a shift in consumer spending preferences and macroeconomic factors impacting consumer sentiment and the home furnishings industry. The increase in average order value was largely driven by orders mixing into categories with higher average unit retail price.
Estimate of unearned product revenue on undelivered product
Our revenue related to merchandise sales is recognized upon delivery to our customers. As we ship high volumes of packages through multiple carriers, it is not practical for us to track the actual delivery date of each shipment. Therefore, we use estimates to determine which shipments are delivered and, therefore, recognized as revenue at the end of the period. Our delivery date estimates are based on average shipping transit times. We review and update our estimates on a quarterly basis based on our actual transit time experience. However, actual shipping times may differ from our estimates, which can be further impacted by uncertainty, volatility, and any disruption to our carriers caused by certain macroeconomic conditions, such as supply chain challenges, inflation, rising interest rates, climate and weather events, or geopolitical events.
The following table shows the effect that hypothetical changes in the estimate of average shipping transit times would have had on the reported amount of revenue and income before taxes (in thousands):
| Year Ended December 31, 2025 | |||||||||||
| Change in the Estimate of Average Transit Times (Days) |
Increase (Decrease) Revenue |
Increase (Decrease) Income Before Income Taxes | |||||||||
| 2 | $ | (3,629) | $ | (594) | |||||||
| 1 | $ | (2,354) | $ | (385) | |||||||
| As reported | As reported | As reported | |||||||||
| (1) | $ | 5,614 | $ | 919 | |||||||
| (2) | $ | 8,590 | $ | 1,406 | |||||||
Gross profit and gross margin
Our overall gross margins fluctuate based on factors such as competitive pricing; discounting; product mix of sales; advertising revenue and our marketing allowance program; and operational and fulfillment costs which include costs incurred to operate and staff our warehouses, including rent and depreciation expense associated with these facilities, costs to receive, inspect, pick, and prepare customer order for delivery, and direct and indirect labor costs including payroll, payroll-related benefits, and stock-based compensation, all of which we include as costs in calculating gross margin.
Gross margins for the past eight quarterly periods and years ending December 31, 2025 and 2024 were:
| Q1 | Q2 | Q3 | Q4 | FY | |||||||||||||||||||||||||
| 2025 | 25.1 | % | 23.7 | % | 25.3 | % | 24.6 | % | 24.7 | % | |||||||||||||||||||
| 2024 | 19.5 | % | 20.1 | % | 21.2 | % | 23.0 | % | 20.8 | % | |||||||||||||||||||
Gross profit for the year ended December 31, 2025, was $257.5 million, or 24.7% of revenue, compared to $290.2 million, or 20.8%, for the year ended December 31, 2024. This represents a decrease of $32.6 million or 11%. The decrease was primarily attributable to lower revenue, which reduced gross profit by approximately $79.6 million, partially offset by an improved gross margin that contributed an increase of approximately $47.0 million. Gross margin increased by 390 basis points year-over-year, primarily due to approximately 150 basis points of lower carrier costs, 110 basis points of lower loyalty participation prior to new program launch, 100 basis points of lower return costs, and 10 basis points of favorable merchandise actions.
Operating expenses
Sales and marketing expenses
We use a variety of online advertising channels to attract new and repeat customers, including search engine marketing, personalized emails, mobile app, loyalty program, affiliate marketing, display banners, and social media. We also build our brand awareness through linear and streaming TV advertising.
Costs associated with our discounted shipping and other promotions, such as coupons, are not included in sales and marketing expense. Rather, they are accounted for as a reduction in revenue as they reduce the amount of consideration we expect to receive in exchange for goods or services and therefore affect net revenues and gross margin. We consider these promotions to be an effective marketing tool.
The following table summarizes our sales and marketing expenses for the years ended December 31, 2025 and 2024 (in thousands):
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Sales and marketing expenses | $ | 143,356 | $ | 238,564 | |||||||
| Advertising expense included in sales and marketing expenses | 136,973 | 228,083 | |||||||||
| Year-over-year percentage change | |||||||||||
| Sales and marketing expenses | (39.9) | % | |||||||||
| Advertising expense included in sales and marketing expenses | (39.9) | % | |||||||||
| Percentage of net revenue | |||||||||||
| Sales and marketing expenses | 13.7 | % | 17.1 | % | |||||||
| Advertising expense included in sales and marketing expenses | 13.1 | % | 16.4 | % | |||||||
Sales and marketing expenses were $143.4 million, or 13.7% of revenue for the year ended December 31, 2025, compared to $238.6 million, or 17.1% of revenue, for the year ended December 31, 2024. This represents a decrease of $95.2 million, or 40%. The decrease was primarily driven by decreased performance marketing expenses of $78.4 million and a $12.7 million reduction in brand advertising.
Technology expenses
We seek to deploy our capital resources efficiently in technology to support operations including private and public cloud, web services, customer support solutions, and product search, and in technology to enhance the customer experience, including machine learning algorithms, improving our process efficiency, modernizing and expanding our systems, and supporting and expanding our logistics infrastructure, and supporting evolving technological advancements such as artificial intelligence. We expect to continue to incur technology expenses to support these efforts and these expenditures may continue to be material.
The frequency and variety of cyberattacks on our Website, enterprise systems, services, and on third parties we use to support our technology continues to increase. The impact of such attacks, their costs, and the costs we incur to protect ourselves against future attacks, have not been material to date. However, we consider the risk introduced by cyberattacks to be serious and will continue to incur costs related to efforts to protect ourselves against them.
The following table summarizes our technology expenses for the years ended December 31, 2025 and 2024 (in thousands):
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Technology expenses | $ | 90,276 | $ | 114,584 | |||||||
| Year-over-year percentage change | |||||||||||
| Technology expenses | (21.2) | % | |||||||||
| Technology expenses as a percent of net revenue | 8.6 | % | 8.2 | % | |||||||
Technology expenses decreased by $24.3 million for the year ended December 31, 2025, compared to the prior period. The decrease was primarily due to a reduction in staff-related expenses of $19.0 million and a $3.2 million reduction in third-party expenses primarily driven by our technology transformation efforts, including the adoption of evolving technological advancements such as artificial intelligence.
General and administrative expenses
The following table summarizes our general and administrative expenses for the years ended December 31, 2025 and 2024 (in thousands):
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| General and administrative expenses | $ | 53,569 | $ | 74,399 | |||||||
| Year-over-year percentage change | |||||||||||
| General and administrative expenses | (28.0) | % | |||||||||
| General and administrative expenses as a percent of net revenue | 5.1 | % | 5.3 | % | |||||||
General and administrative expenses decreased by $20.8 million for the year ended December 31, 2025, compared to the prior period. The decrease was primarily due to a $15.7 million reduction in staff-related expenses and a $2.8 million reduction in third-party expenses driven by our organizational restructuring and cost savings initiatives.
Customer service and merchant fees
Customer service and merchant fees include customer service costs and merchant processing fees associated with customer payments made by credit cards and other payment methods and other variable fees. Customer service and merchant fees as a percent of revenue may vary due to several factors, such as our ability to effectively manage customer service and merchant fees.
The following table summarizes our customer service and merchant fees for the years ended December 31, 2025 and 2024 (in thousands):
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Customer service and merchant fees | $ | 37,324 | $ | 53,586 | |||||||
| Year-over-year percentage change | |||||||||||
| Customer service and merchant fees | (30.3) | % | |||||||||
| Customer service and merchant fees as a percent of net revenue | 3.6 | % | 3.8 | % | |||||||
Customer service and merchant fees decreased by $16.3 million for the year ended December 31, 2025, compared to the same period in 2024. The decrease was primarily driven by a $6.5 million decrease in customer service expenses and a $9.8 million decrease in credit card costs, primarily due to decreased order volume.
Other operating expense (income), net
The following table summarizes our other operating expense (income), net (in thousands):
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Other operating expense (income), net | $ | (5,790) | $ | (6,882) | |||||||
| Year-over-year percentage change | |||||||||||
| Other operating expense (income), net | (15.9) | % | |||||||||
| Other operating expense (income), net as a percent of net revenue | (0.6) | % | (0.5) | % | |||||||
Other operating income, net decreased by $1.1 million for the year ended December 31, 2025, compared to the same period in 2024. The decrease was primarily attributable to a $10.3 million gain from the 2024 sale of Wamsutta trademark, a $3.4 million loss from the 2024 sale of our corporate headquarters, and a $5.0 million gain from the sales of Canada and the United Kingdom Bed Bath & Beyond trademarks in 2025.
Non-operating income (expense)
Other expense, net
The $53.2 million favorable change in other expense, net for the year ended December 31, 2025, as compared to the same period in 2024, was primarily due to a $49.1 million decrease in loss recognized from our equity method securities and a $3.9 million favorable change in fair value on our debt securities carried at fair value.
Income taxes
Our effective tax rate for the years ended December 31, 2025 and 2024 was (0.98)% and (0.27)%, respectively. Our effective tax rate is affected by recurring items such as research tax credits and non-recurring items such as changes in valuation allowances. In addition, relative changes in expenses or losses for which tax benefits are limited or not recognized, fluctuations in our stock price, changes in laws, regulations, and administrative practices can impact our rate. Our effective tax rate is also affected to a lesser extent by tax rates in foreign jurisdictions and the relative amount of income we earn in those jurisdictions, which we expect to be fairly consistent in the near term. Our effective tax rate differs from the statutory federal income tax rate of 21% primarily due to the impacts of the valuation allowance against our deferred tax assets, net of deferred tax liabilities.
As we repatriate foreign earnings for use in the United States, the distributions will generally be exempt from federal and foreign income taxes but may be subject to certain state taxes. As of December 31, 2025, the cumulative amount of foreign earnings considered permanently reinvested upon which taxes have not been provided, and the corresponding unrecognized deferred tax liability, was not material.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results. For additional information, see Item 8 of Part II, "Financial Statements and Supplementary Data"-Note 2-Accounting Policies and Supplemental Disclosures. We believe that our estimates, assumptions, and judgments are reasonable. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ significantly from these estimates. We note that we have not identified any critical accounting estimates in the current year. Our critical accounting policies are as follows:
•primary beneficiary determination in investments in unconsolidated entities
Primary beneficiary determination in investments in unconsolidated entities
The accompanying consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany account balances and transactions have been eliminated in consolidation. The Company reports investments in unconsolidated entities who we can exercise significant influence, but not control under the equity method of accounting.
We evaluated our equity method investment in The Brand House Collective and determined it met the definition of a Variable Interest Entity ("VIE"); however, it is not consolidated because we are not the primary beneficiary of the VIE as we lack the power to direct the activities that most significantly impact The Brand House Collective's economic performance. Due to the judgment required for determining whether we are the primary beneficiary of the VIE or not, which includes our assessment of our ability and power to direct the activities that most significantly impact The Brand House Collective's economic performance, any changes to our assessment could materially affect the presentation and accounting for our equity method investment in The Brand House Collective on the Company's consolidated financial statements.
Bed Bath & Beyond Inc. published this content on February 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 24, 2026 at 21:59 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]