Bed Bath & Beyond closes Container Store acquisition for 13.7M shares, $112.6M convertible notes

Filed July 9, 2026 · Period ending July 8, 2026 · ~2 min read

Key Changes

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  BBBY issued 13,714,287 common shares and $112.6M in 5% convertible senior notes due 2033 to acquire The Container Store, making TCS a wholly owned subsidiary. Immediately after closing, the company repurchased 286,663 shares and cancelled $1.3M of notes in connection with TCS loan repayment.

  Item 2.01 — Completion of Acquisition or Disposition of Assets verify on EDGAR →
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  The convertible notes convert at an initial rate of 109.8901 shares per $1,000 principal (conversion price ~$9.10/share). Interest is 5% annually, payable semiannually starting April 2027, with maturity in July 2033.

  Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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  BBBY must obtain stockholder approval for the share issuance under NYSE rules. If approval is not secured within three months of closing, the convertible note interest rate escalates to 10%; if not secured within six months, it escalates to 12%.

  Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →