SEC Form 8-A12B filed by Bed Bath & Beyond Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

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

Securities Act registration statement or Regulation A offering statement file number to which this form relates: Not applicable

Securities to be registered pursuant to Section 12(g) of the Act: None

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Item 1.

Description of Registrant’s Securities to Be Registered.

The securities to be registered hereby are warrants (the “Warrants”) to be distributed to holders (the “Holders”) of common stock, par value $0.0001 per share (“Common Stock”), (the “Registrant”), as of October 2, 2025 (the “Record Date”). Holders may exercise their Warrants for shares of Common Stock as specified under the terms of the warrant agreement to be entered into between the Registrant and Computershare Trust Company, N.A. as Warrant Agent (the “Warrant Agreement”), the form of which is included as Exhibit 4.1 hereto.

The Registrant will distribute the Warrants on or about October 7, 2025, to Holders as of the Record Date.

The Registrant has applied to list the Warrants to be registered hereby on The New York Stock Exchange (the “Exchange”) under the symbol “BBBY WS”.

On the distribution date of the Warrants, Holders will receive one Warrant for every ten shares of Common Stock they hold as of the Record Date. No fractional Warrants will be issued, and any such fractions that would otherwise be issuable will be rounded down as set forth in the Warrant Agreement. As an example, a Holder who owns 320 or 327 shares of Common Stock would receive 32 Warrants.

Each Warrant will initially entitle the Holder to purchase, at the Holder’s sole and exclusive election, at a cash exercise price of $15.50 (the “Exercise Price”), one share (as adjusted as described below, the “Warrant Exercise Rate”) of Common Stock.  Holders of the Warrants will not be entitled to any rights with respect to the Common Stock, including, without limitation, voting rights and rights to receive any dividends or other distributions on the Common Stock, but Warrant holders will be subject to all changes affecting the Common Stock.

Unless the Early Expiration Price Condition (defined below) is met, the Warrants will expire and cease to be exercisable at 5:00 p.m. New York City time on October 7, 2026 (the “Expiration Date”). The Expiration Date is subject to automatic acceleration upon satisfaction of the Early Expiration Price Condition.

The Registrant may, in its sole discretion, elect to set the Early Expiration Date on a date falling after the business day immediately following the Early Expiration Price Condition Date (such date, an “Alternate Expiration Date”). In order to exercise the right to set an Alternate Expiration Date, the Registrant shall, no later than the fifth Qualifying Trading Day (whether or not consecutive) (defined below) occurring in any 20 consecutive Trading Day period, make a public announcement by issuance of a press release that the Registrant is reserving the right to set an Alternate Expiration Date in the event the Early Expiration Price Condition occurs. If the Registrant sets an Alternate Expiration Date, the expiration of the Warrants on such Alternate Expiration Date shall be conditioned on the daily VWAP of a share of Common Stock being at least equal to the quotient of the Exercise Price divided by the Warrant Exercise Rate for each of the two Trading Days immediately preceding such Alternate Expiration Date (the “Additional Price Condition”). As promptly as practicable after market close on the Trading Day immediately preceding the Alternate Expiration Date, the Registrant will make a public announcement by issuance of a press release as to whether the Additional Price Condition has been met. The Registrant may, in its sole discretion, in any such press release, postpone (on one or more occasions) such Alternate Expiration Date to a new Alternate Expiration Date. If the Additional Price Condition is not met as to an Alternate Expiration Date specified by the Registrant, unless the Registrant sets a new Alternate Expiration Date as set forth in the preceding paragraph, the Expiration Date will remain October 7, 2026 unless another Early Expiration Price Condition Date subsequently occurs, or the Registrant sets an Alternate Expiration Date (defined above) in accordance with the provisions above.

For the purposes of the foregoing, “VWAP” of the Common Stock (or other security) on any date of determination means, (i) in the case of the Common Stock, for any day on which trading in the Common Stock generally occurs on the Exchange (or, if the Common Stock is not listed on the Exchange, the U.S. national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock on such day), the per-share volume-weighted average price based on all trades in the consolidated tape system as displayed on Bloomberg page “BBBY US Equity HP” (setting: “Volume Weighted Average Line”) (or its equivalent successor if such page or setting is not available) in respect of such day and (ii) in the case of any other security, for any day on which trading in such security generally occurs on the Exchange (or, if such security is not listed on the Exchange, the U.S. national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of such security on such day), the per-share volume-weighted average price based on all trades in the consolidated tape system as displayed on Bloomberg page “HP” for such security in respect of such day. If such information is not so available for the Common Stock or such other security, the VWAP on such date shall be the last reported sale price for the Common Stock or such other security on such day.

A “Trading Day” for the purposes of the foregoing definition means a day on which the Common Stock (or other security) (i) at the close of regular way trading (not including after-hours or extended market trading) is not suspended from trading on the Exchange or, if the Common Stock (or such other security, as the case may be) is not listed on the Exchange, any U.S. national or regional securities exchange or association or over-the-counter market that is the primary market for the trading the Common Stock (or such other security, as the case may be) at 5:00 p.m. New York City time, and (ii) has traded at least once regular way on the Exchange or, if the Common Stock (or such other security, as the case may be) is not listed on the Exchange, such other U.S. national securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock (or such other security, as the case may be); provided that if the Common Stock (or such other security, as the case may be) is not so listed or traded, “Trading Day” means a Business Day.

A “Qualifying Trading Day” for purposes of the foregoing means any Trading Day on which the VWAP of the Common Stock on such Trading Day is at least equal to the Early Expiration Trigger Price in effect on the last day of the Reference Period (as defined in the Warrant Agreement).

The “Early Expiration Trigger Price” is initially equal to $18.60, subject to certain adjustments, as defined in the Warrant Agreement.

The Warrant Exercise Rate is subject to certain adjustments for events including: (i) stock dividends, splits, subdivisions, reclassifications and combinations, (ii) rights issues, (iii) other distributions and spinoffs, (iv) cash dividends and distributions, and (iv) shareholder rights plans, in each case as set forth in the Warrant Agreement. The Early Expiration Price Condition is subject to adjustment concurrently with adjustments to the Warrant Exercise Rate.

The distribution of the Warrants has not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) because the issuance of a dividend in the form of a Warrant for no consideration is not a sale or disposition of a security or interest in a security for value pursuant to Section 2(a)(3) of the Securities Act. The Registrant will file a new registration statement on Form S-3 registering the issuance of the shares of Common Stock underlying the Warrants.

The description of the Warrants contained in the prospectus that is part of the above-referenced registration statement relating to the shares of the underlying Common Stock issuable upon exercise of the Warrants subsequently filed by the Registrant under the Securities Act shall be deemed to be incorporated by reference herein.

Item 2.

Exhibits.

The following exhibit is filed as part of this registration statement:

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

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