3B家居美股市值说明书(2025-12-03版)

Bed Bath & Beyond, Inc. Up to 6,884,548 Shares of Common Stock This prospectus relates to the issuance and sale of up to 6,884,548 shares of Common Stock, par value$0.0001 per share (the “Common Stock”), by Bed Bath & Beyond, Inc., a Delaware corporation (“Company,”“we,” “our,” “us,” and like expressions), upon the exercise of warrants issued by the Company on October7,2025, as a distribution to all holders of the shares of Common Stock on the Record Date (as defined below) (each, Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “BBBY.” OnOctober6, 2025, the last reported sale price of our Common Stock on the NYSE was $12.11 per share. The Company declared a distribution (the “Warrant Distribution”) of transferable Warrants at no charge toall of the record holders of Common Stock as of the close of business on October2, 2025 (the “Record Date”). Unless the expiration date of the Warrants is accelerated pursuant to the terms of the Warrant Agreement(defined below) as a result of the Early Expiration Price Condition (defined below), the Warrants may beexercised only during the period commencing on the date of the effectiveness of the registration statement ofwhich this prospectus is a part until October7, 2026, subject to the conditions set forth in the Warrant Agreement Based on the number of shares of Common Stock issued and outstanding as of the Record Date, if allWarrants issued in the Warrant Distribution were exercised, we would have 75,730,029 shares of Common Stock The Warrants have been issued by the Company pursuant to a warrant agreement, dated October7, 2025,between the Company and Computershare Trust Company, N.A., as Warrant Agent (the “Warrant Agreement”).The Warrants will be transferable when issued and are expected to trade on NYSE under the ticker BBBY WS. The Company will receive proceeds from the exercise of the Warrants for cash. See “Use of Proceeds” inthis prospectus. Investing in the securities offered by this prospectus involves substantial risks. You should carefullyconsider the risks described under the “Risk Factors” section of this prospectus beginning on page8andsimilar sections in our filings with the Securities and Exchange Commission (“SEC”) incorporated by Neither the SEC nor any other regulatory body has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC. This prospectus describes thespecific terms of the Warrants and our shares of common stock issuable upon exercise of the Warrants. Thisprospectus may be supplemented from time to time to add, update or change information contained in thisprospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistentstatement made by us in a prospectus supplement. Any statement that we make in this prospectus will be modified orsuperseded by any inconsistent statement made by us in a prospectus supplement. You should read this prospectus We urge you to carefully read this prospectus, and the documents incorporated by reference herein and therein,before acquiring our common stock. You should rely only on the information contained in this prospectus, orincorporated by reference herein or contained in a freewriting prospectus we have prepared. We have not authorizedanyone to provide you with different information. No dealer, salesperson or other person is authorized to give anyinformation or to represent anything not contained in this prospectus. You should not rely on any unauthorizedinformation or representation. This prospectus is an offer to sell only the securities offered hereby, and only under Neither we, nor any of our representatives are making any representation to you regarding the legality of aninvestment in our securities by you under applicable laws. You should consult with your own advisors as to legal,tax, business, financial and related aspects of an investment in our securities. References in this prospectus to the TABLE OF CONTENTS TRADEMARKS This prospectus includes, or incorporates by reference, our trademarks, service marks, brand names and tradenames, including, without limitation, Bed Bath & Beyond, Overstock.com, and buybuy BABY, which are ourproperty and are protected under applicable intellectual property laws. This prospectus also contains, or incorporatesby reference, trademarks, service marks, brand names and trade names of other companies, which are the property oftheir respective owners. Any use or display of other parties’ trademarks, service marks, brand names or trade namesin this prospectus, or any documents incorporated by reference herein or therein does not imply, and such use ordisplay should not be construed to imply, any affiliation with, or endorsement of or by, such third parties. Solely