{"filing":{"accession_number":"0001140361-26-028107","cik":"0001130713","ticker":"BBBY-WT","company_name":"BED BATH \u0026 BEYOND, INC.","form":"8-K","filing_date":"2026-07-09","report_date":null,"primary_document":"ef20077593_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1130713/000114036126028107/ef20077593_8k.htm"},"events":[{"id":16829,"run_id":15056,"accession_number":"0001140361-26-028107","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Bed Bath \u0026 Beyond completed its acquisition of The Container Store Holdings, LLC on July 8, 2026, pursuant to a Merger Agreement dated April 2, 2026. The transaction consideration included 13.7 million shares of Common Stock and $112.6 million in Convertible Senior Notes due 2033, with TCS surviving as a wholly owned subsidiary.","company_name":"BED BATH \u0026 BEYOND, INC.","ticker":"BBBY-WT","filing_date":"2026-07-09","form":"8-K","submitted_at":null,"items":[{"id":15042,"accession_number":"0001140361-26-028107","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of a material acquisition of The Container Store Holdings, LLC by Bed Bath \u0026 Beyond on July 8, 2026, pursuant to a Merger Agreement dated April 2, 2026. The transaction involved a merger of Merger Sub into TCS, with TCS surviving as a wholly owned subsidiary. The Item 1.01 disclosure of entry into a material definitive agreement, combined with the completion of the previously announced acquisition and the associated financing arrangements (convertible notes and registration rights), clearly constitutes M\u0026A activity that would materially affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T10:37:49.022189+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15043,"accession_number":"0001140361-26-028107","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of a previously announced acquisition of TCS, with material consideration including 13.7 million shares of Common Stock and $112.6 million in Convertible Notes. Item 2.01 explicitly covers completion of acquisitions, and the language \"completed its previously announced acquisition\" combined with the substantial equity and debt consideration makes this a clear material M\u0026A event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T10:37:49.022189+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15044,"accession_number":"0001140361-26-028107","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 discloses the creation of a direct financial obligation through the issuance of convertible senior notes due 2033, which is incorporated by reference from Item 1.01. This is a classic debt issuance event involving the creation of a new financial obligation in the form of convertible debt securities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T10:37:49.022189+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15045,"accession_number":"0001140361-26-028107","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses unregistered issuances of Common Stock and Convertible Notes pursuant to a Merger Agreement, plus an additional 142,857 shares issued on the Closing Date under a Letter Agreement, all relying on Section 4(a)(2) exemptions from Securities Act registration. These are classic dilutive equity issuances in connection with a material transaction (the Merger), creating new equity claims on the company and affecting existing shareholders' ownership percentages.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T10:37:49.022189+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":15042,"accession_number":"0001140361-26-028107","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of a material acquisition of The Container Store Holdings, LLC by Bed Bath \u0026 Beyond on July 8, 2026, pursuant to a Merger Agreement dated April 2, 2026. The transaction involved a merger of Merger Sub into TCS, with TCS surviving as a wholly owned subsidiary. The Item 1.01 disclosure of entry into a material definitive agreement, combined with the completion of the previously announced acquisition and the associated financing arrangements (convertible notes and registration rights), clearly constitutes M\u0026A activity that would materially affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T10:37:49.022189+00:00","company_name":"BED BATH \u0026 BEYOND, INC.","ticker":"BBBY-WT","filing_date":"2026-07-09"},{"id":15043,"accession_number":"0001140361-26-028107","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of a previously announced acquisition of TCS, with material consideration including 13.7 million shares of Common Stock and $112.6 million in Convertible Notes. Item 2.01 explicitly covers completion of acquisitions, and the language \"completed its previously announced acquisition\" combined with the substantial equity and debt consideration makes this a clear material M\u0026A event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T10:37:49.022189+00:00","company_name":"BED BATH \u0026 BEYOND, INC.","ticker":"BBBY-WT","filing_date":"2026-07-09"},{"id":15044,"accession_number":"0001140361-26-028107","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 discloses the creation of a direct financial obligation through the issuance of convertible senior notes due 2033, which is incorporated by reference from Item 1.01. This is a classic debt issuance event involving the creation of a new financial obligation in the form of convertible debt securities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T10:37:49.022189+00:00","company_name":"BED BATH \u0026 BEYOND, INC.","ticker":"BBBY-WT","filing_date":"2026-07-09"},{"id":15045,"accession_number":"0001140361-26-028107","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses unregistered issuances of Common Stock and Convertible Notes pursuant to a Merger Agreement, plus an additional 142,857 shares issued on the Closing Date under a Letter Agreement, all relying on Section 4(a)(2) exemptions from Securities Act registration. These are classic dilutive equity issuances in connection with a material transaction (the Merger), creating new equity claims on the company and affecting existing shareholders' ownership percentages.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T10:37:49.022189+00:00","company_name":"BED BATH \u0026 BEYOND, INC.","ticker":"BBBY-WT","filing_date":"2026-07-09"}]}