Bed Bath & Beyond Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

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

April 2, 2026

Date of Report (Date of earliest event reported)

Bed Bath & Beyond, Inc.

(Exact name of registrant as specified in its charter)

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:

 

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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Merger Consideration

 

 

Within three Business Days following the execution of the Merger Agreement, TCS shall solicit written approval from each lender (the “Term Loan Creditors”) under that that certain Term Loan Credit Agreement, dated as of January 28, 2025, by and among The Container Store, Inc., the guarantors party thereto, Acquiom Agency Services LLC and Seaport Loan Products LLC, as co-administrative agents, Acquiom Agency Services LLC, as collateral agent, and the lenders party thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time (the “Term Loan Credit Agreement”) to (i) accept a portion of the Merger Consideration in full and final satisfaction of all obligations owed to such Term Loan Creditor under the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement) (other than obligations in respect of any new loans provided to the TCS or its subsidiaries under the Term Loan Credit Agreement from March 9, 2026 through the date on which the Merger closes, the “New Loans”) (ii) waive any rights such Term Loan Creditor may have to the balance of unpaid debt under the Term Loan Credit Agreement following receipt of the applicable Lender Allocable Proceeds, and (iii) approve or consent to the Merger and the other transactions and actions contemplated by the Merger Agreement and other transaction documents (collectively, the “Lender Transaction Approval”).

 

 

At the Effective Time, each membership interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one membership interest of the Surviving Entity.

 

Conditions to Merger

 

 

Representations and Warranties; Covenants

 

Termination

 

 

Buyer Financing Commitment

 

Additional Information

 

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

 

A copy of the Merger Agreement has been included to provide investors with information regarding its terms and is not intended to provide any factual information about TCS or the Company. The Merger Agreement contains representations, warranties, covenants and agreements, which were made only for purposes of such agreement and as of specified dates. The representations and warranties in the Merger Agreement reflect negotiations between the parties to the Merger Agreement and are not intended as statements of fact to be relied upon by stockholders, or any individual or other entity other than the parties. In particular, the representations, warranties, covenants and agreements in the Merger Agreement may be subject to limitations agreed by the parties, including having been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, and having been made for purposes of allocating risk among the parties rather than establishing matters of fact. In addition, the parties may apply standards of materiality in a way that is different from what may be viewed as material by investors. As such, the representations and warranties in the Merger Agreement may not describe the actual state of affairs at the date they were made or at any other time and you should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, and unless required by applicable law, the Company undertakes no obligation to update such information.

Transaction Support Agreement

The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Put Agreement

 

The foregoing description of the Put Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Put Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

Registration Rights and Lock-Up Agreement

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Registration Rights Agreement, which is attached to the Merger Agreement and is incorporated herein by reference.

 

Indenture

A holder of Buyer Convertible Notes will be entitled to convert all or any portion of its Buyer Convertible Notes at its option at any time prior to the close of business on the business day immediately preceding the earlier of (a) the Requisite Stockholder Approval Date (as defined in the Indenture), (b) the date of the Company’s annual meeting of common stockholders held in calendar year 2028 and (c) June 1, 2028 (the earliest of such date, the “Free Conversion Date”), only upon the occurrence of specified corporate events. On or after the Free Conversion Date until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its Buyer Convertible Notes at any time, regardless of the foregoing circumstances.

If the Company undergoes certain fundamental change, holders will be entitled to require the Company to repurchase for cash all or any portion of their Buyer Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Buyer Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Indenture, which is attached to the Merger Agreement and is incorporated herein by reference.

 

The information in Item 1.01 of this Current Report with respect to the Merger Agreement is incorporated herein by reference. The shares of Buyer Common Stock and the Buyer Convertible Notes that will be issued as Merger Consideration will not initially be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Any shares of Buyer Common Stock that may be issued upon conversion of the Buyer Convertible Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders.

CFO Appointment

In connection with the Merger, the board of directors of the Company (the “Board”) appointed Brian LaRose as the Chief Financial Officer of the Company, to serve as its principal financial officer, effective April 28, 2026. Mr. LaRose will succeed Adrianne B. Lee in this executive officer position as of such date.

There are no arrangements or understandings between Mr. LaRose and any other person pursuant to which Mr. LaRose was selected as an officer.

Mr. LaRose does not have any family relationship with any of the Company’s directors or executive officers.

Neither Mr. LaRose nor any of his immediate family members has had (or proposes to have) a direct or indirect material interest in a transaction in which the Company or any of the Company’s subsidiaries was (or is to be) a participant that would be required to be disclosed under Item 404(a) of Regulation S-K.

In connection with Mr. LaRose’s appointment, the Company entered into an Employment Agreement with Mr. LaRose, effective as of the CFO Transition Date (the “CFO Employment Agreement”).

Under the CFO Employment Agreement, Mr. LaRose will receive an annual base salary of $700,000 and will also be eligible to receive an annual cash performance bonus subject to the achievement of performance goals established by the Board or the compensation committee thereof, with a target bonus equal to 125% of his annual base salary. In addition, in connection with his commencement of employment, Mr. LaRose will be granted sign-on equity awards with an aggregate target value of $2,500,000 that will vest over a period of four years, with 70% granted in the form of time-based restricted stock units and the remaining 30% granted in the form of performance shares. Mr. LaRose will also be eligible for future equity awards in the discretion of the Board or the compensation committee thereof.

In the event of the Company’s termination of Mr. LaRose without Cause (as defined in the CFO Employment Agreement) or Mr. LaRose’s resignation for Good Reason (as defined in the CFO Employment Agreement) (each, a “Qualifying Termination”), Mr. LaRose will be entitled to the following severance benefits (subject to execution and non-revocation of a release of claims): (i) twelve months of Mr. LaRose’s then in-effect base salary; (ii) twelve months of continued health, dental and vision coverage; (iii) a prorated target annual bonus for the year of termination; and (iv) twelve months’ accelerated vesting of time-based equity awards; provided, however, that, if such Qualifying Termination occurs within 12 months following a Change in Control, then, in lieu of the foregoing benefits, Mr. LaRose will be entitled to the following severance benefits (subject to execution and non-revocation of a release of claims): (i) twelve months of Mr. LaRose’s then in-effect base salary; (ii) twelve months of continued health, dental and vision coverage; (iii) his target annual bonus for the year of termination; and (iv) full accelerated vesting of all time-based equity awards. Performance-based equity awards will be governed by the applicable award agreements.

The CFO Employment Agreement also contains customary non-competition and non-solicitation provisions.

In connection with his appointment, Mr. LaRose will also enter into the Company’s standard form of indemnification agreement for directors and officers.

President Appointment

In connection with the anticipated closing of the Company’s previously announced acquisition of The Brand House Collective (“TBHC,” and such acquisition, the “TBHC Merger”), the Board appointed Amy E. Sullivan as the President of the Company, subject to and effective as of the closing of the TBHC Merger, to succeed Adrianne B. Lee in this executive officer position as of such date. Ms. Lee will continue to serve as Chief Financial Officer until April 27, 2026, as described above.

Ms. Sullivan, age 47, has served as the President and Chief Executive Officer of TBHC, and as a member of TBHC’s board of directors, since February 2024.  Prior to that time, Ms. Sullivan served as TBHC’s President and Chief Operating Officer beginning in April 2023, and as TBHC’s Senior Vice President and Chief Merchandising and Stores Officer beginning in February 2022. Ms. Sullivan joined TBHC in 2012 as a Divisional Merchandising Manager and was promoted to Vice President of Merchandising in January 2019, a position she held until February 2022. Prior to joining TBHC, Ms. Sullivan spent a decade in the fashion apparel industry where she served in several merchandising leadership roles in specialty retail. Ms. Sullivan served as a Senior Merchandising Manager at Lane Bryant from 2011 to 2012, Senior Merchandising Manager at Lands' End from 2010 to 2011 and as a Senior Merchant at Express from 2008 to 2010. In each of these roles she was responsible for women's apparel. Ms. Sullivan also served as Product Development Manager at Kohl's, Product Development Manager at JCPenney and Merchandiser at Vanity Fair Corporation. She earned her Bachelor of Science in Textiles, Merchandising and Design from Middle Tennessee State University in 2002.

There are no arrangements or understandings between Ms. Sullivan and any other person pursuant to which Ms. Sullivan was selected as an officer.

Ms. Sullivan does not have any family relationship with any of the Company’s directors or executive officers.

Neither Ms. Sullivan nor any of her immediate family members has had (or proposes to have) a direct or indirect material interest in a transaction in which the Company or any of the Company’s subsidiaries was (or is to be) a participant that would be required to be disclosed under Item 404(a) of Regulation S-K.

In connection with Ms. Sullivan’s appointment, the Company will enter into an Employment Agreement with Ms. Sullivan, effective as of the closing of the TBHC Merger (the “President Employment Agreement”).

Under the President Employment Agreement, Ms. Sullivan will receive an annual base salary of $700,000 and will also be eligible to receive an annual cash performance bonus subject to the achievement of performance goals established by the Board or the compensation committee thereof, with a target bonus equal to 100% of her annual base salary. In addition, effective on the date of the closing of the TBHC Merger, Ms. Sullivan was granted sign-on equity awards with an aggregate target value of $3,000,000 that will vest over a period of four years, with 70% granted in the form of time-based restricted stock units and the remaining 30% granted in the form of performance shares. Ms. Sullivan’s sign-on equity awards were granted under the Company’s Amended and Restated 2005 Equity Incentive Plan (the “Restated Plan”) and were granted out of the share reserve increase under the Restated Plan that is subject to stockholder approval at the Company’s 2026 annual meeting of stockholders. As a result, such awards are subject to such stockholder approval, and if such approval is not obtained as required under the Restated Plan, these awards will be forfeited. Ms. Sullivan will also be eligible for future equity awards in the discretion of the Board or the compensation committee thereof.

In the event of the Company’s termination of Ms. Sullivan without Cause (as defined in the President Employment Agreement) or Ms. Sullivan’s resignation for Good Reason (as defined in the President Employment Agreement) (each, a “Qualifying Termination”), Ms. Sullivan will be entitled to the following severance benefits (subject to execution and non-revocation of a release of claims): (i) twelve months of Ms. Sullivan’s then in-effect base salary; (ii) twelve months of continued health, dental and vision coverage; (iii) a prorated target annual bonus for the year of termination; and (iv) twelve months’ accelerated vesting of time-based equity awards; provided, however, that, if such Qualifying Termination occurs within 12 months following a Change in Control, then, in lieu of the foregoing benefits, Ms. Sullivan will be entitled to the following severance benefits (subject to execution and non-revocation of a release of claims): (i) twelve months of Ms. Sullivan’s then in-effect base salary; (ii) twelve months of continued health, dental and vision coverage; (iii) her target annual bonus for the year of termination; and (iv) full accelerated vesting of all time-based equity awards. Performance-based equity awards will be governed by the applicable award agreements.

The President Employment Agreement will also contain customary non-competition and non-solicitation provisions.

In connection with her appointment, Ms. Sullivan will also enter into the Company’s standard form of indemnification agreement for directors and officers.

COO Appointment

In connection with the anticipated closing of the TBHC Merger, the Board appointed Lisa Foley as the Chief Operating Officer of the Company, subject to and effective as of the closing of the TBHC Merger.

Ms. Foley, age 49 previously served as Chief Marketing Officer at TBHC from October 2025 to April 2026, and, from June 2024 to September 2025, served as Vice President of Marketing at Pink Lily where she was the head of marketing and ecommerce. Prior to that, from April 2022 to June 2023, Ms. Foley was Vice President & Head of Marketing and E-commerce and, from June 2021 to May 2022, was Vice President of Marketing at Kirkland’s. Ms. Foley has also held leadership roles at Crate & Barrel, Claire’s and Mars Petcare. She has also served as an Adjunct Professor of Digital Marketing at Vanderbilt University. Ms. Foley earned her Bachelor of Arts in Journalism from the University of New Hampshire in 1999 and an M.B.A. from Vanderbilt University Owen Graduate School of Management in 2008.

There are no arrangements or understandings between Ms. Foley and any other person pursuant to which Ms. Foley was selected as an officer.

Ms. Foley does not have any family relationship with any of the Company’s directors or executive officers.

Neither Ms. Foley nor any of her immediate family members has had (or proposes to have) a direct or indirect material interest in a transaction in which the Company or any of the Company’s subsidiaries was (or is to be) a participant that would be required to be disclosed under Item 404(a) of Regulation S-K.

In connection with Ms. Foley’s appointment, the Company will enter into an Employment Agreement with Ms. Foley, effective as of the closing of the TBHC Merger (the “COO Employment Agreement”).

Under the COO Employment Agreement, Ms. Foley will receive an annual base salary of $500,000 and will also be eligible to receive an annual cash performance bonus subject to the achievement of performance goals established by the Board or the compensation committee thereof, with a target bonus equal to 50% of her annual base salary. In addition, effective on the date of the closing of the TBHC Merger, Ms. Foley was granted sign-on equity awards with an aggregate target value of $1,500,000 that will vest over a period of four years, with 70% granted in the form of time-based restricted stock units and the remaining 30% granted in the form of performance shares. Ms. Foley’s sign-on equity awards were granted under the Company’s Restated Plan and were granted out of the share reserve increase under the Restated Plan that is subject to stockholder approval at the Company’s 2026 annual meeting of stockholders. As a result, such awards are subject to such stockholder approval, and if such approval is not obtained as required under the Restated Plan, these awards will be forfeited. Ms. Foley will also be eligible for future equity awards in the discretion of the Board or the compensation committee thereof.

In the event of the Company’s termination of Ms. Foley without Cause (as defined in the COO Employment Agreement) or Ms. Foley’s resignation for Good Reason (as defined in the COO Employment Agreement) (each, a “COO Qualifying Termination”), Ms. Foley will be entitled to the following severance benefits (subject to execution and non-revocation of a release of claims): (i) twelve months of Ms. Foley’s then in-effect base salary; and (ii) twelve months of continued health, dental and vision coverage; provided, however, that, if such COO Qualifying Termination occurs within 12 months following a Change in Control, then, in lieu of the foregoing benefits, Ms. Foley will be entitled to the following severance benefits (subject to execution and non-revocation of a release of claims): (i) twelve months of Ms. Foley’s then in-effect base salary; (ii) twelve months of continued health, dental and vision coverage; (iii) her target annual bonus for the year of termination; and (iv) full accelerated vesting of all time-based equity awards. Performance-based equity awards will be governed by the applicable award agreements.

The COO Employment Agreement will also contain customary non-competition and non-solicitation provisions.

In connection with her appointment, Ms. Foley will also enter into the Company’s standard form of indemnification agreement for directors and officers.

On April 2, 2026, the Company issued a letter to shareholders announcing entry into the Merger Agreement and management changes described in this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

(d) Exhibits.

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Reporting Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding the proposed Merger and the Company’s planned management changes. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to uncertainties as to the timing of the consummation of the proposed Merger and the ability of the parties to consummate the proposed Merger; the satisfaction of the conditions precedent to consummation of the proposed Merger; any litigation related to the proposed Merger; disruption of the Company’s or TCS’s current plans and operations as a result of the proposed Merger; the ability the Company or TCS to retain and hire key personnel; competitive responses to the proposed Merger; unexpected costs, charges or expenses resulting from the proposed Merger; the ability of the Company to successfully integrate TCS’s operations; the ability of the Company to implement its plans, forecasts and other expectations with respect to TCS’s business after the completion of the proposed Merger, if consummated; the ability of the Company to realize the anticipated synergies and related benefits from the proposed Merger in the anticipated amounts or within the anticipated timeframes or at all; and the ability to maintain relationships with the Company’s and TCS’s respective employees, customers, other business partners and governmental authorities. These and other important factors are discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 24, 2026, and in its subsequent filings with the SEC.

SIGNATURES

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.