BED BATH & BEYOND, INC. 8K

Bed Bath & Beyond Inc. entered into a registration rights and lock-up agreement with the former owners of The Container Store and other parties in connection with its merger, governing resale registration and transfer restrictions for the substantial common stock and convertible notes issued as merger consideration.

On July 8, 2026, Bed Bath & Beyond Inc. entered into a Registration Rights and Lock-Up Agreement with the former equity holders of The Container Store Holdings, LLC and other recipients of merger consideration in connection with Bed Bath & Beyond’s previously announced merger with The Container Store. Under the Merger Agreement, these initial holders are entitled to receive 13,427,624 shares of Bed Bath & Beyond common stock and $112,553,000 aggregate principal amount of 5.00% Convertible Senior Notes due 2033, which are convertible into additional common shares, as well as 142,857 shares of common stock issuable to Spruce Advisory Group, LLC. The agreement grants the holders shelf and piggyback registration rights to facilitate resales of these “Registrable Securities,” obligates the company to file and keep effective one or more shelf registration statements (with liquidated damages payable upon specified registration defaults), and sets out mechanics for underwritten and non-underwritten shelf takedowns, allocation of offering expenses, and customary indemnification. In exchange, each initial holder agrees that two-thirds of its closing share consideration will be subject to transfer restrictions, with those lock-up shares released in two tranches based on time and Bed Bath & Beyond’s stock price performance, thereby balancing liquidity for legacy Container Store owners with post-merger trading stability for Bed Bath & Beyond’s equity and convertible capital structure.

Filing Facts

CIK

1130713

Ticker

-

Form

8K

Source Type

sec

Accession

0001140361-26-028107

Alert Tier

7