Open the filing on EDGARBed Bath & Beyond, Inc. Reports Second Quarter Net Revenue of $361 Million, an Increase of 28.0% Year-Over-Year, and Its Second Consecutive Quarter of Revenue Growth
Active customers increased 47% year-over-year to 6.4 million, orders delivered increased 117% year-over-year to 2.8 million
Company announces corporate transformation to Neighborhood Intelligence, planned move to Nasdaq under the ticker NXH, and relocation of corporate headquarters to Nashville, Tennessee
Company believes it can remove more than $50 million of annualized cost over the next twelve months as acquired businesses are brought onto one platform
NASHVILLE, Tennessee - August 4, 2026 - Bed Bath & Beyond, Inc. (NYSE:BBBY), owner of Bed Bath & Beyond, Overstock, buybuy BABY, the Kirkland’s and Kirkland's Home brands, and more recently The Container Store, Elfa, Closet Works, and SFV Services, as well as a blockchain asset portfolio, today reported financial results for the second quarter ended June 30, 2026.
Second Quarter 2026 Highlights
Net revenue was $361 million, an increase of 28.0% year-over-year, marking the Company’s second consecutive quarter of year-over-year revenue growth following nineteen quarters of decline. Growth reflects continued strength in the Company’s base online marketplace business, improved assortment, the realization of investments in the customer experience, and the inclusion of The Brand House Collective (owner of the Kirkland’s and Kirkland’s Home brands), which was acquired during the quarter.
Active customers increased to 6.4 million, up 47% year-over-year, and orders delivered increased to 2.8 million, up 117% year-over-year, reflecting growth in the base business and the inclusion of acquired brands. Orders per active customer increased to 1.79 from 1.32 in the prior year period, an increase of 36%.
Gross profit was $97 million, or 26.8% of net revenue.
Sales & Marketing expense was $43 million, or 11.9% of net revenue, an improvement of 160 basis points year-over-year.
Technology and general and administrative expense was $82 million compared to $37 million in the prior year period, reflecting the expansion of the Company's physical retail footprint, including store labor, occupancy, distribution, and other operating costs associated with The Brand House Collective.
Net loss was $39 million, compared to a net loss of $19 million in the prior year period. The current period includes $21 million of special items, primarily acquisition-related costs, restructuring costs, and non-cash store-closure impairments.
Adjusted EBITDA (non-GAAP) was ($12) million, compared to ($8) million in the prior year period.
Cash, cash equivalents, and restricted cash totaled $126 million at quarter end.
Strategic Progress
“Our second quarter results show that the transformation of this business is taking hold,” said Marcus Lemonis, Executive Chairman and Chief Executive Officer. “After eight quarters of meaningful operating improvement, we have now delivered two consecutive quarters of revenue growth following nineteen quarters in the other direction. Two quarters is not a victory and we have no intention of treating it as one, but it is hard evidence that the direction of this business has changed. We are growing revenue and active customers while continuing to take cost out of the business and operate more efficiently, and that combination matters.”
“Our omnichannel retail brands remain the front door to the customer,” Lemonis continued. “We are seeing better engagement, stronger conversion, and more frequent orders per customer, which tells us the customer is responding to the investments we have made.”
During and following the quarter, the Company continued to assemble the capabilities that support its strategy. The acquisition of The Brand House Collective closed during the quarter, and the acquisition of The Container Store, Elfa, and Closet Works closed on July 8, 2026. The Company also announced definitive agreements to acquire Fathom Holdings Inc. and F9 Brands Inc. in June and July 2026, respectively. As signed transactions close and fold into the Company’s results, the Company expects continued revenue growth in its base online marketplace business, together with growth in total revenue and active customer count, over the coming quarters.
“We are acquiring capabilities and active customers while eliminating infrastructure we no longer need,” Lemonis continued. “As revenue ramps, we believe that over the next twelve months we can remove more than fifty million dollars of annualized cost by bringing our businesses together onto one platform, eliminating non-performing assets, consolidating disciplines and shared resources, improving the cost of our supply chain infrastructure, and eliminating or consolidating duplicative third-party services, software agreements, and locations. We would not call it cost cutting; we would call it finishing the merger.”
Corporate Transformation to Neighborhood Intelligence
In a shareholder letter issued today and available at https://investors.beyond.com, the Company announced that its parent company is becoming Neighborhood Intelligence, that it will begin trading on Nasdaq under the ticker NXH, with its last day of trading on the NYSE on August 14, 2026 and its first day of trading on Nasdaq on August 17, 2026, and that it will relocate its corporate headquarters to Nashville, Tennessee. The letter describes the Company’s organization around three interconnected pillars: Omni-Channel Retail, which helps customers create a home they love; Home Services, which helps them improve, maintain, and protect it; and Home Ownership, which brings together the financial, transactional, and advisory capabilities that support one of life’s most important investments. Together, the pillars are designed to create an ecosystem that serves customers before they purchase a home, while they own it, as they improve it, and when they ultimately decide to sell or transfer it, in support of a single mandate: to make homeownership simpler and more affordable while creating long-term value for shareholders.
The Company’s consumer brands remain at the center of its customer relationships. Neighborhood Intelligence is the intelligence layer that connects them, making each brand smarter, more connected, and more valuable while preserving the unique identity and trust customers already know. The letter also describes the Company’s proprietary agent, Norm™, which the Company is actively building today, with its first customer-facing version planned for later this year.
Earnings Webcast and Replay Information
Bed Bath & Beyond will host a webcast to discuss its second quarter 2026 financial results and its strategic vision, key initiatives, and provide business updates on Tuesday, August 4, 2026, at 4:30 p.m. ET. To access the live webcast, visit https://investors.beyond.com. Questions may be emailed in advance of the call to ir@beyond.com.
A replay of the webcast will be available at https://investors.beyond.com shortly after the live event has ended.
On August 4, 2026, in connection with the release of financial results, the Company posted an updated presentation in the “Events & Presentation” portion of its investor relations website at https://investors.beyond.com.
About Bed Bath & Beyond
Bed Bath & Beyond, Inc. (NYSE:BBBY), (and after August 14, trading on NASDAQ: NXH on August 17) is an omni channel-focused retailer with an affinity model that owns or has ownership interests in various retail brands, offering a comprehensive array of products and services that enable its customers to enhance everyday life through quality, style, and value. The Company currently owns Bed Bath & Beyond, Overstock, buybuy BABY, and Kirkland's and Kirkland's Home, and now SFV Services and The Container Store, as well as other related brands and websites and a blockchain asset portfolio inclusive of tZERO, GrainChain, and other assets. The Company regularly posts information and updates on its Newsroom and Investor Relations pages on its website, bedbathandbeyond.com.
Contact Information Investor Relationsir@beyond.compr@beyond.com
Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements notice
This press release and webcast to discuss our financial results and strategy may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding our quarterly earnings reporting, forecasts of and plans for our growth, and demand for our products, revenue improvement, profitability or sustained profitability, anticipated acquisitions and the timing thereof, and business strategy. You should not place undue reliance on any forward-looking statements, which speak only as of the date they were made. We undertake no obligation to update any forward-looking statements as a result of any new information, future developments, or otherwise. These forward-looking statements are inherently difficult to predict. Actual results could differ materially due to variety of risks, uncertainties, and other important factors including but not limited to: our dependence on third parties, including our fulfillment partners; our competition; consumer needs, expectations, or trends; our reliance on effective marketing; economic factors including recessions, downturns, inflation, exposure to the housing market, and consumer spending; trade policies or restrictions, including tariffs, and related macroeconomic effects; our changing business model and use of our brands, such as the Overstock brand, Bed Bath & Beyond brand, buybuy BABY brand, Kirkland’s and Kirkland’s Home brands, SFV Services, and The Container Store; the changing job market and changes to our leadership team or compensation approach; our reliance on paid and natural search engines; our ability to become profitable or generate positive cash flows; our ability to raise additional capital, obtain financing, or monetize significant assets; our dependence on the Internet; our infrastructure; and transaction-processing systems; compliance with ever-evolving federal, state, and foreign laws; cyberattacks or data security incidents; legal proceedings to which we are subject; damage to our reputation or brand image; shipping and customer service; operations; technological advancements, including artificial intelligence; global conflicts; product safety and quality concerns, content and quality; our ever evolving business model; risks related to our Warrants; risks related to our completed merger with TBHC and The Container Store and our proposed merger with Fathom Holdings, Inc.; our investments in new business strategies, acquisitions, dispositions, partnerships, or other transactions; and regulatory changes or actions related to cryptocurrencies and blockchain technology. Additional information regarding risks, uncertainties, and other important factors that could materially affect results and the accuracy of the forward-looking statements contained herein may be found 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 our subsequent filings with the SEC. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
| June 30, 2026 | December 31, 2025 |
|---|
| Bed Bath & Beyond, Inc.Consolidated Balance Sheets (Unaudited)(in thousands, except per share data) |
| Assets | | |
| Current assets: | | |
| Cash and cash equivalents | $99,485 | $175,295 |
| Restricted cash | 26,891 | 26,924 |
| Accounts receivable, net | 29,797 | 20,829 |
| Inventories | 52,157 | 5,162 |
| Prepaids and other current assets | 29,037 | 11,905 |
| Total current assets | 237,367 | 240,115 |
| Property and equipment, net | 42,876 | 13,712 |
| Intangible assets, net | 46,419 | 45,140 |
| Goodwill | 101,946 | 6,160 |
| Equity securities | 55,928 | 66,641 |
| Operating lease right-of-use assets | 115,796 | 5,156 |
| Other long-term assets, net | 33,819 | 48,554 |
| Total assets | $634,151 | $425,478 |
| Liabilities and Stockholders' Equity | | |
| Current liabilities: | | |
| Accounts payable | $140,533 | $89,992 |
| Accrued liabilities | 68,251 | 51,297 |
| Unearned revenue | 46,818 | 34,429 |
| Operating lease liabilities, current | 33,565 | 928 |
| Short-term debt, net | 23,000 | 15,500 |
| Total current liabilities | 312,167 | 192,146 |
| Long-term debt, net | 13,455 | - |
| Operating lease liabilities, non-current | 83,068 | 5,643 |
| Other long-term liabilities | 10,373 | 9,745 |
| Total liabilities | 419,063 | 207,534 |
| Stockholders' equity: | | |
| Preferred stock, $0.0001 par value, authorized shares - 5,000, issued and outstanding - none | - | - |
| Common stock, $0.0001 par value, authorized shares - 200,000 | | |
| Issued shares - 89,604 and 76,358 | | |
| Outstanding shares - 81,760 and 68,863 | 9 | 8 |
| Additional paid-in capital | 1,294,141 | 1,239,338 |
| Accumulated deficit | (898,606) | (842,711) |
| Accumulated other comprehensive loss | (2,574) | (2,574) |
| Treasury stock at cost - 7,844 and 7,495 | (178,206) | (176,478) |
| Equity attributable to stockholders of Bed Bath & Beyond, Inc. | 214,764 | 217,583 |
| Equity attributable to noncontrolling interests | 324 | 361 |
| Total stockholders' equity | 215,088 | 217,944 |
| Total liabilities and stockholders' equity | $634,151 | $425,478 |
| Three months ended June 30, | Six months ended June 30, |
|---|
| 2026 | 2025 | 2026 | 2025 |
|---|
| Bed Bath & Beyond, Inc.Consolidated Statements of Operations (Unaudited)(in thousands, except per share data) |
| Net revenue | $361,159 | | $282,251 | | $608,914 | | $513,999 | |
| Cost of goods sold | 264,478 | | 215,282 | | 453,035 | | 388,898 | |
| Gross profit | 96,681 | | 66,969 | | 155,879 | | 125,101 | |
| Operating expenses | | | | |
| Sales and marketing | 43,108 | | 38,209 | | 75,418 | | 69,499 | |
| Technology | 24,334 | | 23,221 | | 45,548 | | 49,939 | |
| General and administrative | 57,527 | | 14,088 | | 72,390 | | 28,402 | |
| Customer service and merchant fees | 11,579 | | 9,331 | | 20,597 | | 18,688 | |
| Other operating income, net | 3,016 | | (5,454) | | 3,016 | | (5,790) | |
| Total operating expenses | 139,564 | | 79,395 | | 216,969 | | 160,738 | |
| Operating loss | (42,883) | | (12,426) | | (61,090) | | (35,637) | |
| Interest income, net | 750 | | 889 | | 2,479 | | 1,651 | |
| Other expense, net | 120 | | (7,489) | | 449 | | (24,758) | |
| Loss before income taxes | (42,013) | | (19,026) | | (58,162) | | (58,744) | |
| Provision (benefit) for income taxes | (2,516) | | 287 | | (2,267) | | 481 | |
| Net loss | $(39,497) | | $(19,313) | | $(55,895) | | $(59,225) | |
| Net loss per share of common stock: | | | | |
| Basic | $(0.53) | | $(0.34) | | $(0.78) | | $(1.07) | |
| Diluted | $(0.53) | | $(0.34) | | $(0.78) | | $(1.07) | |
| Weighted average shares of common stock outstanding: | | | | |
| Basic | 74,308 | | 57,503 | | 71,693 | | 55,593 | |
| Diluted | 74,308 | | 57,503 | | 71,693 | | 55,593 | |
The amounts in prior period columns have been revised to conform to current period’s presentation for the correction of immaterial errors.
| Six months ended June 30, |
|---|
| 2026 | 2025 |
|---|
| Bed Bath & Beyond, Inc.Consolidated Statements of Cash Flows (Unaudited)(in thousands) | |
| Cash flows from operating activities: | | |
| Net loss | $(55,895) | | $(59,225) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | |
| Depreciation and amortization | 11,159 | | 8,924 | |
| Stock-based compensation to employees and directors | 3,608 | | 4,480 | |
| Gain on sale of intangible assets | - | | (5,790) | |
| Impairment of long-lived assets (including leases) | 5,247 | | - | |
| Gain on disposal of property and equipment | (22) | | - | |
| Loss from equity method securities | 2,405 | | 23,649 | |
| Changes in previously held investments in exchange for equity | - | | - | |
| Other non-cash adjustments | (4,651) | | 1,545 | |
| Changes in operating assets and liabilities, net of acquisitions: | | |
| Accounts receivable, net | (7,133) | | (2,500) | |
| Inventories | 8,842 | | 3,136 | |
| Prepaids and other current assets | (12,945) | | (1,748) | |
| Other long-term assets, net | 359 | | (554) | |
| Accounts payable | 1,761 | | 29,368 | |
| Accrued liabilities | 709 | | (28,477) | |
| Unearned revenue | 1,521 | | (5,433) | |
| Operating lease assets and liabilities | (2,656) | | 208 | |
| Other long-term liabilities | (2,349) | | (2,675) | |
| Net cash used in operating activities | (50,040) | | (35,092) | |
| Cash flows from investing activities: | | |
| Expenditures for property and equipment | (4,649) | | (2,994) | |
| Purchase of intangible assets | (1,600) | | (5,214) | |
| Acquisitions of businesses, net of cash acquired | (6,010) | | - | |
| Purchase of equity securities | - | | (8,000) | |
| Proceeds from the sale of intangible assets | - | | 1,250 | |
| Proceeds from sale of property and equipment | 31 | | - | |
| Disbursement of notes receivable | (27,168) | | (5,232) | |
| Dividends from token offering | (37) | | - | |
| Other investing activities, net | - | | 2 | |
| Net cash used in investing activities | (39,433) | | (20,188) | |
| Continued on the following page | |
| Six months ended June 30, |
|---|
| (Continued) | | 2026 | | 2025 |
| Cash flows from financing activities: | | |
| Proceeds from sale of common stock, net of offering costs | $ - | | $24,222 | |
| Payments on short-term debt | - | | (6,500) | |
| Proceeds from short-term debt | 7,500 | | - | |
| Repayments on revolving line of credit | (18,070) | | - | |
| Proceeds from revolving line of credit | 25,924 | | - | |
| Repurchase of shares | - | | (1,311) | |
| Payments of taxes withheld upon vesting of employee stock awards | (1,728) | | (539) | |
| Proceeds from employee stock purchase plan | 354 | | - | |
| Other financing activities, net | (350) | | 846 | |
| Net cash provided by financing activities | 13,630 | | 16,718 | |
| Net decrease in cash, cash equivalents, and restricted cash | (75,843) | | (38,562) | |
| Cash, cash equivalents, and restricted cash, beginning of period | 202,219 | | 186,093 | |
| Cash, cash equivalents, and restricted cash, end of period | $126,376 | | $147,531 | |
| Supplemental disclosures of cash flow information: | | |
| Non-cash investing and financing activities: | | |
| Non-cash acquisition of TBHC and SFV Services | $94,979 | | $ - | |
Supplemental Operational Data
We measure our business using operational metrics, in addition to the financial metrics shown above and the non-GAAP financial measures explained below. We believe these metrics provide investors with additional information regarding our financial results and provide key performance indicators to track our progress. These indicators include changes in customer order patterns and the mix of products purchased by our customers.
Active customers represent the total number of unique customers who have made at least one purchase during the prior twelve-month period. This metric captures both the inflow of new customers and the outflow of existing customers who have not made a purchase during the prior twelve-month period.
Last twelve months (LTM) net revenue per active customer represents total net revenue in a twelve-month period divided by the total number of active customers for the same twelve-month period.
Orders delivered represents the total number of orders delivered in any given period, including orders that may eventually be returned. As we ship a large volume of packages through multiple carriers, actual delivery dates may not always be available, and in those circumstances, we estimate delivery dates based on historical data.
Average order value is defined as total net revenue in any given period divided by the total number of orders delivered in that period.
Orders per active customer is defined as orders delivered in a twelve-month period divided by active customers for the same twelve-month period.
The following table provides our key operating metrics:
(in thousands, except for LTM net revenue per active customer, average order value and orders per active customer)
| Three months ended June 30, |
|---|
| 2026 | 2025 |
|---|
| Active customers | 6,389 | | 4,356 | |
| LTM net revenue per active customer | $178 | | $259 | |
| Orders delivered | 2,797 | | 1,289 | |
| Average order value | $129 | | $219 | |
| Orders per active customer | 1.79 | | 1.32 | |
Non-GAAP Financial Measures and Reconciliations
We are providing certain non-GAAP financial measures in this release and related earnings conference call, including adjusted diluted net loss per share, adjusted EBITDA, and free cash flow. We use these non-GAAP measures internally in analyzing our financial results and we believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance and, in the case of free cash flow, our liquidity position, in the same manner as our management and board of directors. We have provided reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures in this earnings release. These non-GAAP financial measures should be used in addition to and in conjunction with the results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures.
Adjusted diluted net loss per share is a non-GAAP financial measure that is calculated as net income (net loss) less the income or losses recognized from our equity method securities and the gains on derecognition of loan commitment. We believe that these adjustments to our net income (net loss) before calculating per share amounts provide meaningful supplemental information for investors by excluding items that are not reflective of our core retail operations and that introduce significant volatility into GAAP results. We believe excluding these adjustments enhances the comparability of our financial results across reporting periods and offers greater and supplemental insight into the performance of our core retail operations when presented in conjunction with our GAAP disclosures.
More specifically, the income or loss from equity method securities relates to our blockchain asset portfolio, which includes passive investments in early-stage blockchain technology companies. These investments are ancillary to our retail business and are not part of our strategic or operational planning for the retail segment. Additionally, the market value and performance of these investments are subject to material volatility driven by external factors unrelated to our retail business. Similarly, the gain on derecognition of loan commitment arises from non-operating investments where we do not participate in day-to-day operations, capital allocation, or economically significant decision-making. These gains or losses are all non-cash, and the Company believes their inclusion in GAAP net income (net loss) can, in the absence of additional context, distort the comparability of our operating performance across periods.
Adjusted EBITDA is a non-GAAP financial measure that is calculated as net income (net loss) before depreciation and amortization, stock-based compensation, interest and other income (expense), provision (benefit) for income taxes, and special items. We believe the exclusion of certain benefits and expenses in calculating adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis. Exclusion of items in the non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring.
Free cash flow is a non-GAAP financial measure that is calculated as net cash provided by or used in operating activities reduced by expenditures for property and equipment. We believe free cash flow is a useful measure to evaluate the cash impact of the operations of the business including purchases of property and equipment which are a necessary component of our ongoing operations.
The following tables reflect the reconciliation of diluted net loss per share to adjusted diluted net loss per share (in thousands, except per share data):
| Three months ended June 30, | |
|---|
| 2026 | |
|---|
| Diluted EPS | | Adjusted Diluted EPS |
|---|
| Numerator: | | | |
| Net loss attributable to common stockholders | $(39,497) | | $(39,497) |
| Denominator: | | | |
| Weighted average shares of common stock outstanding - diluted | 74,308 | | 74,308 |
| Net loss per share of common stock: | | | |
| Diluted | $(0.53) | | $(0.53) |
| Three months ended June 30, | |
|---|
| 2025 | |
|---|
| Diluted EPS | | Less: equity method loss | Adjusted Diluted EPS |
|---|
| Numerator: | | | | |
| Net loss attributable to common stockholders | $(19,313) | | $(6,576) | $(12,737) |
| Denominator: | | | | |
| Weighted average shares of common stock outstanding - diluted | 57,503 | | 57,503 | 57,503 |
| Net loss per share of common stock: | | | | |
| Diluted | $(0.34) | | $(0.12) | $(0.22) |
There was no income tax effect related to the non-GAAP adjustments for any of the periods presented. Our non-GAAP income tax rate was 0% for each period primarily due to having operating losses and that the gains and losses reflected in the non-GAAP adjustments were unrealized. Further, there is no deferred income tax impact related to these adjustments primarily due to the valuation allowance against our deferred tax assets.
The following table reflects the reconciliation of adjusted EBITDA to net loss (in thousands):
| Three months ended June 30, | Six months ended June 30, |
|---|
| 2026 | 2025 | 2026 | 2025 |
|---|
| Net loss | $(39,497) | | $(19,313) | | $(55,895) | | $(59,225) | |
| Depreciation and amortization | 7,955 | | 4,080 | | 11,159 | | 8,924 | |
| Stock-based compensation | 2,075 | | 3,386 | | 3,608 | | 4,480 | |
| Interest income, net | (750) | | (889) | | (2,479) | | (1,651) | |
| Other (income) expense, net | (121) | | 7,489 | | (450) | | 24,758 | |
| Provision (benefit) for income taxes | (2,516) | | 287 | | (2,267) | | 481 | |
| Special items (see table below) | 20,682 | | (3,113) | | 26,292 | | 927 | |
| Adjusted EBITDA | $(12,172) | | $(8,073) | | $(20,032) | | $(21,306) | |
| Special items: | | | | |
| Acquisition-related costs | $8,667 | | $ - | | $13,343 | | $ - | |
| Restructuring costs1, 2 | 6,266 | | 2,341 | | 7,200 | | 6,717 | |
| Gains on discrete asset disposals | - | | (5,454) | | - | | (5,790) | |
| Store-closure non-cash asset impairments | 5,247 | | - | | 5,247 | | - | |
| Acquisition-related non-cash purchase-accounting adjustments | 502 | | - | | 502 | | - | |
| $20,682 | | $(3,113) | | $26,292 | | $927 | |
Amounts in prior period columns have been reclassified to conform to current period's presentation.
Reflects cash costs as incurred to combine and realign operations, including workforce optimization, organizational realignment, systems and process integration, severance, separation costs, and related costs.
Amounts in prior period columns have been revised to conform to current period's presentation for the correction of immaterial errors.
Non-cash impairment of right-of-use and related long-lived store assets arising from store-closure decisions.
Non-cash amortization of acquisition-date fair-value lease and other adjustments; cash rent remains in the measure.
The following table reflects the reconciliation of free cash flow to net cash used in operating activities (in thousands):
| Six months ended June 30, |
|---|
| 2026 | 2025 |
|---|
| Net cash used in operating activities | $(50,040) | | $(35,092) | |
| Expenditures for property and equipment | (4,649) | | (2,994) | |
| Free cash flow | $(54,689) | | $(38,086) | |
Open the filing on EDGARLetter to Shareholders from Marcus Lemonis, Executive Chairman and CEO
Nashville, Tennessee - August 4, 2026 - Bed Bath & Beyond, Inc. (NYSE: BBBY) (“Bed Bath & Beyond” or “BBBY”) has issued the following letter from Marcus Lemonis, Executive Chairman and Chief Executive Officer of Bed Bath & Beyond:
To Our Shareholders,
Somewhere tonight, there will be a family at a kitchen table with a laptop open and a stack of statements between them. They will call it the family plan, and what it really is, is a monthly profit and loss statement for a household: the cash coming in from wages and side work and whatever else they have managed to put together, and the cash going out, starting with the mortgage and the taxes and the insurance, then the payments that move a little from month to month, then everything that varies, down to the last line. This month the balance at the bottom will be positive, and it has been for a while now, because they have been careful and they have been patient. So, the conversation will turn to what to do with it, and the question on the table will be whether to renovate the home they are in or sell it and buy the one their family has grown into. They will work back up through the sheet line by line looking for the answer, from the rate on the mortgage to what the insurance would cost somewhere else, what a kitchen remodel would really cost, and what the house down the street sold for, and what they will run out of is not effort or discipline. It is facts, and tools, and someone who can tell them what any of it actually means for them.
That is where we come in. The average family stays in a home for roughly eleven years, and we exist to make those eleven years simpler and more affordable. Wherever a family joins us on that journey, whether they are buying, owning, improving, or moving on, we intend to have enough intelligence to help them through whatever comes next, built for their circumstances and for the neighborhood they actually live in. No matter who you are or where you are on that journey, this company is built to move your family forward.
That is also the story of this company. What began as a massive turnaround has become a holistic transformation: eight quarters of meaningful operating improvement, and now two consecutive quarters of revenue growth after nineteen quarters in the other direction. Two quarters is not a victory and we have no intention of treating it as one, but it is the first hard evidence that the direction of this business has changed. Somewhere along the way we stopped working like a company being rescued and started working like a company being grown, and the difference shows up in where our attention goes. A company in rescue spends its time on what is wrong; a company built for growth spends its time on what is still available, and most of what sits in front of us now falls into that second category.
Our mandate through all of it has remained remarkably simple: build a company that makes homeownership simpler and more affordable while creating long-term value for our shareholders. Those objectives have never been viewed as competing priorities, because we believe they reinforce one another: the better we serve homeowners, the stronger our business becomes, and every acquisition, every investment, every organizational change, and every operational decision has been measured against that mandate. Affordability has been hit from two sides: the cost of the home itself, and the cost of everything that wraps around and runs through the entire period of owning it. Very few companies stand on both sides of that at once. We do. That philosophy has also produced measurable progress, as we’ve improved our operating performance, expanded our capabilities, integrated acquisitions, strengthened execution, and continued investing in the future while maintaining discipline in how we allocate capital. The transformation of our business has been matched by the transformation of our leadership team, and many of the leaders helping shape our future joined us through acquisitions, bringing entrepreneurial experience, operating discipline, and deep expertise that complements the exceptional talent already inside our company. Together they are building a culture that embraces accountability, collaboration, innovation, and execution.
The order of that work has been deliberate. Our first letter laid out the intent, and we then walked you through the three pillars so that you could see the architecture rather than take our word for it. After that we showed you examples, and we made deals that brought those examples to life. What we are doing now is integrating those businesses, capturing the capabilities they brought with them, and retiring what we no longer need. That is the phase we are in today, and it is the work the rest of this letter describes.
As the company evolved, it became increasingly clear that the future would never be defined by a single brand, a single product, or even a single business, but by how intelligently we connected everything we do. That realization fundamentally changed the way we thought about serving our customers, and rather than operating as independent businesses, we began organizing the company around three interconnected pillars: Omni-Channel Retail, Home Services, and Home Ownership. Retail helps customers create a home they love, Home Services helps them improve, maintain, and protect it, and Home Ownership brings together the financial, transactional, and advisory capabilities that support one of life’s most important investments. Home Ownership works on the first side of affordability, the cost of the home itself, while Retail and Home Services work on the second, the cost of everything that wraps around it. Individually, each pillar creates value; together, they will create an ecosystem that allows us to serve customers before they purchase a home, while they own it, as they improve it, and when they ultimately decide to sell or transfer it. Every relationship strengthens the next, creating a business that becomes more valuable over time because each pillar supports the others.
It is worth pausing on what actually sits inside those pillars, because these are capabilities, each one either owned, signed and to be closed, or being developed today. In Omni-Channel Retail they include the products our brands are known for, along with registries and gifting for the moments a family celebrates. In Home Services they include renovation services, flooring, carpet, closets, kitchens, garage systems, and organizing, staging, decorating, and holiday decorating services, along with partnerships with a variety of other home service providers in areas such as home maintenance and landscape architecture. In Home Ownership they include real estate brokerage, cash offer programs, property and casualty insurance, home warranties, credit union services through partnership, and title, including title on blockchain and the tokenization of real-world assets. And across all three pillars they include educational services, platforms, and resource centers that will be delivered through our proprietary agent, Norm, which we are actively building today, with its first customer facing version planned for later this year. We list them not as a catalog but to make a point: the breadth a family needs across eleven years of ownership already lives inside this company.
That system was not an accumulation of businesses; it was designed. Every acquisition has been measured against whether it strengthens a pillar, connects two of them, or closes a gap in our mandate, and against whether it will be accretive. That architecture, and the test we apply to it, are the go-forward rather than a phase we passed through on the way to something else. Our marquee brands are either acquired or definitively signed to close, and by year end, through those closings, the operating footprint we set out to build will be underneath us. That is a starting position, not a destination. From time to time our own data will show us white space, either a hole inside a pillar or a capability missing from our mandate, and when it does we expect a tuck-in. What has changed is that additions are now chosen rather than required: we buy because something makes this platform better, not because something is missing that we cannot operate without.
The more we developed those pillars, the more we recognized that our business wasn’t really organized around a national market; it was organized around neighborhoods. Every retail purchase, every mortgage, every title policy, every installation, every remodeling project, every insurance relationship, every service call, and every real estate transaction begins and ends in a neighborhood, and every neighborhood has its own housing stock, demographics, economics, buying patterns, and opportunities. Looking at our business through that lens changed the way we think about merchandising, marketing, services, financing, technology, and ultimately the customer experience itself. We don’t build one national strategy and hope it fits everyone; we build neighborhood strategies that can scale nationally. That lens also has to work in the other direction, because the same information that lets us understand a single neighborhood has to let us look at a region, a housing type, or any other cut of our business that has something to tell us.
As our thinking continued to evolve, we realized that connecting those neighborhoods with our three pillars required more than another operating company or another consumer brand. It required an intelligence layer capable of bringing every part of the business together, and that layer ultimately became Neighborhood Intelligence. Neighborhood Intelligence is much more than our new corporate identity, because it encompasses the data we collect, the technology we build, the intelligence we apply, the workflows we redesign, the trusted brands we operate, the financial infrastructure we continue to expand, the blockchain and tokenization capabilities we believe will become increasingly important to the future of ownership, and, most importantly, the people who bring all of those capabilities together every day. Internally, it helps us eliminate unnecessary infrastructure, simplify workflows, improve decision-making, modernize operations, and operate more efficiently; externally, it connects products, services, financing, information, and expertise into a seamless experience that helps make homeownership simpler, more transparent, and more affordable. As we connect those capabilities, we will use customer and business data responsibly, subject to customer choice, applicable privacy and consumer-protection requirements, contractual and licensing restrictions, appropriate information-sharing boundaries, and rigorous security and data-governance controls.
Intelligence makes us better listeners: every interaction is an opportunity to listen, every relationship an opportunity to learn, and every lesson should produce a better outcome for our customers. Every conversation, every purchase, every installation, every mortgage, every title policy, every service call, and every interaction across our businesses is a whisper from our customers, and while those whispers have value individually, connected together they become insight, and that insight empowers our people to make better decisions, anticipate needs earlier, reduce unnecessary coordination, and lower the cost of delivering products and services. No relationship produces more of those whispers than retail: our stores, websites, marketplaces, and brands help millions of families create homes they love while earning trust through every interaction, and they are where we keep sharpening merchandising, product development, sourcing, planning, allocation, and the customer experience. Those disciplines create value on their own; their larger value is what they teach us about the evolving needs of homeowners over time. Too much of the work performed in business today is spent on coordination rather than contribution, and intelligence allows us to remove that friction so our people can spend more time listening, thinking strategically, building relationships, exercising judgment, and serving our customers. Everything we do, internally and externally, must ultimately make homeownership simpler and more affordable. We are not building technology to replace relationships; we are building intelligence that helps us strengthen them.
Removing coordination is not an abstraction, and it has a number attached to it. By bringing all of our ultimate businesses together onto one platform, we believe that over the next twelve months we can remove more than fifty million dollars of annualized cost. That work is already defined: we will eliminate non-performing assets, consolidate disciplines and shared resources, improve the cost of our supply chain infrastructure, and eliminate or consolidate third-party services, software agreements, and locations that exist for no better reason than that these businesses arrived here separately. We would not call it cost cutting; we would call it finishing the merger. A great deal of what we described when we acquired these businesses is still in front of us: procurement leverage across the entire portfolio rather than brand by brand, one distribution network instead of parallel ones, one customer relationship across three pillars instead of paying three separate times to earn it. Taking cost out and putting money in are not two separate efforts here but one and the same, because what we retire is what funds what we build, and a meaningful share of what pays for this next phase is generated by the phase itself. We believe the growth of the company, combined with that infrastructure shedding, positions us to become a mid-to-high EBITDA business in a mid-cycle housing market. That matters not only because it makes us a more efficient operator, but because every dollar of sustainable earnings and cash flow we create increases our capacity to invest in our platform, serve our customers, and deliver long-term shareholder value.
Technology enables that vision, but it is not the vision itself, and we view technology differently than many companies. Our objective is not to become a technology company, and our capital priorities remain focused on our core business, not on building bespoke technology solutions in-house. Much of what we do spend goes toward removing long-term technical debt and the legacy software agreements we inherited, several of which cost us money every year and hold our own data inside them, and every one we retire is a permanent reduction rather than a one-time benefit. Technology and data are our operating system, and that system has to span the entire platform so that a customer experiences one relationship with us rather than eight. We believe the better strategy is to leverage the best available open-source and commercial technologies, equip our people to use them effectively, and invest where we create lasting competitive advantage: our proprietary data, our operating capabilities, and the way our three pillars work together. In the end, our long-term advantage is not simply the brands we own but the operating system we are building. It allows us to integrate businesses faster, share capabilities more effectively, make better decisions through customer intelligence, remove unnecessary cost, and continuously strengthen every pillar of our company. As the platform grows, so does the value each business contributes to the whole.
Those operating capabilities begin with supply chain, which is the largest and the longest of the investments we are making. Friction left inside a business becomes cost of goods, and cost of goods becomes price, which makes supply chain the most direct thing we can do about affordability. It is far more than logistics: it is inventory management, procurement, vendor diversification, and regionalized sourcing so that we can anticipate geopolitical change rather than absorb it after the fact, and it is also how we make proper use of the brands and intellectual property we own and license, because today most of that is monetized as a storefront when it should also be monetized as product. We still have brands that source separately, warehouse separately, and negotiate separately, which means we pay more than we need to for goods we buy in common, and we still carry inventory that turns too slowly, which is our own money sitting still. The measure is gross margin return on inventory investment: the right product, at the right cost, in the right place, at the right time. We are not sharp enough here yet, but that is a knowable gap, it responds to attention and to money, and it is why supply chain sits at the top of our list.
There is a similar gap in how we bring new businesses in, because today integration is something we assemble rather than something we run. We are building a system that turns it into a process, so that each tuck-in costs less than the one before it and every capability we acquire reaches the rest of the platform faster.
That same philosophy extends to the investments we are making in businesses such as GrainChain and tZERO. We believe blockchain, tokenization, digital title, and modern ownership infrastructure have the potential to become meaningful components of the future of property ownership, and whether through more efficient settlement, digital ownership records, tokenized ownership structures, or new financial products, these technologies can reduce friction, improve transparency, and expand access while lowering costs over time. They are not separate initiatives or technology experiments but capabilities we already possess, ones that strengthen the broader platform we’re building and reinforce the same mission that has guided us from the beginning.
When we stepped back and looked at everything we had built, it became clear that our corporate identity should evolve as well. Today, our parent company becomes Neighborhood Intelligence, we will begin listing on Nasdaq under the ticker NXH, with our last day on the NYSE on August 14 and our first day on Nasdaq on August 17, and we will relocate our corporate headquarters to Nashville, Tennessee. Those decisions reflect the company we have become and continue to build. The new corporate identity also helps align the market’s perception of the business with its current reality: a diversified platform built around Home Ownership, Home Services, and Omni-Channel Retail. While Bed Bath & Beyond remains one of our most recognized consumer brands, the parent company’s new identity better reflects the breadth of capabilities that now exist across the enterprise. Our current and planned operating brands will remain at the center of our customer relationships: Bed Bath & Beyond, The Container Store, Kirkland’s, Lumber Liquidators, Cabinets To Go, Overstock, buybuy BABY, the Home Services businesses, and the Home Ownership businesses. They are the trusted experts our customers know. Neighborhood Intelligence is the intelligence layer that connects them, and it does not replace the role of our consumer brands. It makes each of them smarter, more connected, and more valuable while preserving the unique identity and trust our customers already know. The intelligence layer strengthens the brands; it does not redefine them.
Our decision to move to Nasdaq reflects our long-term commitment to innovation, technology, and data, and our decision to relocate to Nashville reflects the culture we are building and the talent we intend to attract. Nashville is already home to several of our largest businesses and provides an outstanding environment for entrepreneurship, technology, creativity, and collaboration. Those decisions are not departures from our past; they are investments in our future.
We are also mindful of when we made these investments. A company in rescue buys what it must; a company built for growth buys when the price is right. Good assets are inexpensive at this point in the cycle, and quality businesses are available at prices that will not be available at the other end of it. We are buying in the trough, and we intend to keep doing so for as long as that window is open. The market data makes the point plainly: roughly four million existing homes changed hands over the past year, against a long-run norm of well more than five million and prior peaks above six and seven million. When we describe a mid-cycle housing market, that is all we are assuming, a return to normal rather than a return to the peak. And while transactions rise and fall with the cycle, the installed base does not. There are more than eighty-five million owner-occupied homes in this country, a population that grows every year, and each one is on its own eleven-year journey, needing to be furnished, maintained, improved, insured, and someday sold. We have not built this company on a material dependence on new home sales; we have built it on that growing population of homes, and we operate in the neighborhoods where that growth justifies the investment and the operations. Transactions are how families enter and leave the journey; the years in between are where most of the living, and most of the spending, happens, and our three pillars were built so that no part of the cycle finds us without a business in season. Buying in the trough gave us the ability to acquire great capabilities backed by category and discipline leading brands, where the sum is materially better than the parts. We are not a consolidation or a rollup play; we are an assembler and builder of capabilities with a unified mandate to make homeownership simpler and more affordable, and we do that through data and intelligence that remove coordination and cost while the business benefits from its own scale. Because the timing of closings, contract expirations, and sourcing commitments does not follow a neat calendar, we will keep flexibility in how and when we fund this work rather than force it into a single moment.
There is no question that what we are building is ambitious. Integrating businesses, transforming technology, redesigning processes, and connecting three operating pillars through a common intelligence layer requires exceptional execution, and the work ahead is significant enough that we recognize the responsibility that comes with it. At the same time, confidence comes from the progress we’ve already demonstrated, the leadership team we’ve assembled, the technology transformation underway across the company, and the discipline with which we continue to execute. The returns from this work are not exotic: a lower cost of goods, fewer systems and fewer agreements, less duplicated overhead, inventory that moves, and a customer who finds us easier to do business with because we behave like one company instead of a collection of them. Profitability is a byproduct of delivering on that mandate, not a goal we chase directly, and reinvention is never a single event but a continuous process of improving, integrating, learning, and adapting.
Today’s announcement is the public expression of that process, and what began as a massive turnaround has become a holistic transformation. We believe the foundation we’ve built positions us to continue simplifying homeownership, strengthening our competitive position, and creating lasting value for our customers, our employees, and you, our shareholders. The work ahead is exciting, and we look forward to sharing that journey with you.
Thank you for your continued confidence and support.
Sincerely,
Marcus Lemonis Executive Chairman and Chief Executive Officer Bed Bath and Beyond, Inc.
About Bed Bath & Beyond
Bed Bath & Beyond, Inc. (NYSE:BBBY), soon to become Neighborhood Intelligence and expected to be issued on Nasdaq under ticker NXH starting August 17, is a data and technology company focused on simplifying homeownership and making it more affordable. Through three interconnected pillars - Omni-Channel Retail, Home Services, and Home Ownership - the company uses proprietary data, technology, and neighborhood-level intelligence to connect products, services, financing, and expertise into a seamless customer experience.
The company's portfolio includes Bed Bath & Beyond, Overstock, buybuy BABY, Kirkland's, The Container Store, and, upon completion of the merger, Lumber Liquidators, Cabinets To Go, and Closet Works, as well as an expanding portfolio of Home Services and Home Ownership businesses. Together, these businesses help customers create, improve, maintain, protect, finance, and transition their homes while serving them throughout the homeownership journey.
Connecting every part of the business is Neighborhood Intelligence, the company's intelligence layer. It leverages proprietary data, artificial intelligence, modern technology, blockchain, tokenization, and innovative financial infrastructure to improve decision-making, reduce friction, enhance operational efficiency, and deliver a more connected customer experience. By combining neighborhood-level intelligence with trusted brands and integrated capabilities, the company helps customers make more informed decisions while lowering the overall cost and complexity of homeownership.
The company is committed to innovation, disciplined execution, and making homeownership simpler and more affordable while creating long-term value for its customers, employees, partners, and shareholders.
Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements notice
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding: plans and strategies for the Company; planned acquisitions; expected change in listing exchange, ticker, and name change; our industry, business strategy, plans, goals and expectations concerning our market position, future operations and other financial and operating information and the success and timing of any of the foregoing. 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 of the consummation of the proposed transaction with Fathom Holdings Inc. and F9 Brands, Inc.; and other important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, as such factors may be updated from time to time in the Company’s subsequent filings with the SEC.
Contact InformationInvestor Relationsir@beyond.compr@beyond.com