BED BATH & BEYOND INC (Form: 10-K, Received: 04/21/2022 17:13:28)

BED BATH & BEYOND INC. EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN Effective as of April 20, 2022 Section 1. Purpose. The Bed Bath & Beyond Inc. Executive Change in Control Severance Plan (the “Plan”) is effective as of April 20, 2022 (the “Effective Date”), pursuant to the authorization of the Board of Directors of Bed Bath & Beyond Inc., a New York corporation (the “Company”, which, as used throughout this Plan, shall be deemed to include any successor thereto). The Plan has been established to provide financial security to the Company’s Executives (as defined below) in the event of a Change in Control (as defined below) and upon certain terminations of employment with the Company. Except as expressly contemplated herein, this Plan replaces in full and supersedes any other change in control severance provided to the Executives, including without limitation, any offer letters or other plans. Section 2. Definitions and Construction (a) Definitions. Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary. (i) “Affiliate” means each of the following: (A) any Subsidiary; (B) any Parent; (C) any corporation, trade or business (including, without limitation, a partnership or limited liability company) that is directly or indirectly controlled fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; (D) any corporation, trade or business (including, without limitation, a partnership or limited liability company) that directly or indirectly controls fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (E) any other entity in which the Company or any of its Affiliates has a material equity interest and that is designated as an “Affiliate” by resolution of the Committee. (ii) “Annual Pay” means the annual rate of base compensation of an Executive in effect immediately prior to the Change in Control or at the time of his or her Termination of Employment, whichever is greater. (iii) “Award” means any award under a Company long-term incentive compensation plan of any option, stock appreciation right, restricted stock award, performance award or other stock-based award. (iv) “Board” means the Board of Directors of the Company or its successor. Exhibit 10.49

(v) “Bonus” means annual incentive compensation payable under the Company’s annual incentive award plan as in effect from time to time. (vi) “Cause” means, with respect to an Executive’s Termination of Employment, the following: (A) in the case where there is an employment agreement, severance agreement, or similar agreement in effect between the Company or an Affiliate and the Executive that defines “cause” (or words or a concept of like import), “cause” shall be as defined under such agreement; or (B) in the case where there is no employment agreement, severance agreement, or similar agreement in effect between the Company or an Affiliate and the Executive (or where there is such an agreement but it does not define “cause” (or words or a concept of like import)), the Executive’s: (1) indictment for or plea of nolo contendere to a felony or commission of an act involving moral turpitude; (2) commission of fraud, theft, embezzlement, self-dealing, misappropriation or other malfeasance against the business of the Company Group; (3) indictment for or plea of nolo contendere to any serious offense that results in or would reasonably be expected to result in material financial harm, materially negative publicity or other material harm to any member of the Company Group; (4) failure to perform any material aspect of his or her lawful duties or responsibilities for the Company or the Company Group (other than by reason of disability), and if curable, failure to cure in a timely manner; (5) failure to comply with any lawful written policy of the Company, any reasonable directive of the Chief Executive Officer of the Company (the “CEO”) (with respect to participants other than the CEO) or the Board, or, for any Executive who is not a direct report to the CEO, any reasonable directive of the Executive’s direct supervisor, and in each case, if curable, failure to cure in a timely manner; (6) commission of acts or omissions constituting gross negligence or gross misconduct in the performance of any aspect of his or her lawful duties or responsibilities; (7) breach of any fiduciary duty owed to the Company Group; (8) violation or breach of any restrictive covenant or any material term of the applicable employment or other agreement, and, if curable, failure to cure in a timely manner; or (9) commission of any act or omission that damages or is reasonably likely to damage the financial condition or business of the Company or materially damages or is reasonably likely to materially damage the reputation, public image, goodwill, assets or prospects of the Company. In addition, the Executive’s employment will be deemed to have terminated for “Cause” if, on the date the Executive’s employment terminates, facts and circumstances exist that would have justified a termination for Cause, to the extent that such facts and circumstances are discovered within four (4) months after such termination. (vii) “Change in Control” means, the occurrence of any one or more of the following events: (A) any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the

Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities, excluding a person that is an “affiliate” (as such term is used in the Exchange Act) of the Company on the date of effectiveness of this Plan, or any affiliate of any such person; (B) during any period of twelve (12) months, the majority of the Board consists of individuals other than “Incumbent Directors” which term means the members of the Board at the beginning of such period, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in subsections (A), (C), or (D) or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of a majority of the directors who comprised the Incumbent Directors or whose election or nomination for election was previously so approved; (C) upon the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) fifty percent (50%) or more of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in (A) above) acquires more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; (D) upon approval by the shareholders of the Company, the Company adopts any plan of liquidation providing for the distribution of all or substantially all its assets; or (E) upon the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Company at the time of the sale. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (1) its sole purpose is to change the state of the Company’s incorporation, or (2) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. The Committee shall have the sole discretion to determine if a Change in Control has occurred for purposes of the Plan. (viii) “Change in Control Period” means the period beginning three (3) months prior to the consummation of the first instance of a Change in Control and

ending on the date that is twenty-four (24) months after the consummation of the first instance of a Change in Control. (ix) “Code” means the Internal Revenue Code of 1986, as amended. (x) “Committee” means the Compensation Committee of the Board, or, if no Compensation Committee exists, the Board. (xi) “Company Group” means the Company, its subsidiaries and affiliates, collectively. (xii) “Employer” means the Company and each eligible entity designated as an Employer in accordance with the provisions of Section 5(d) of the Plan. (xiii) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. (xiv) “Exchange Act” means the Securities Exchange Act of 1934, as amended. (xv) “Executive” means any individual who, on or immediately prior to a Change in Control or at the time of his or her Involuntary Termination, if earlier, has been designated by the Committee as a Tier I Executive, Tier II Executive or Tier III Executive. The Committee will review and designate the Tier I Executives, Tier II Executives and Tier III Executives on an annual basis. (xvi) “Good Reason” means, with respect to an Executive’s Termination of Employment, the following, without the Executive’s consent: (a) in the case where there is an employment agreement, severance agreement, or similar agreement in effect between the Company or an Affiliate and the Executive that defines “good reason” (or words or a concept of like import), “good reason” as defined under such agreement; or (b) in the case where there is no employment agreement, severance agreement, or similar agreement in effect between the Company or an Affiliate and the Executive (or where there is such an agreement but it does not define “good reason” (or words or a concept of like import)): (A) a reduction of the Executive’s base salary, other than a reduction of less than ten percent in connection with a comparable decrease applicable to all similarly situated executives of the Company; (B) the Company’s relocation of the Executive’s place of employment by more than thirty-five miles to a location not closer to the Executive’s residence; or (C) a material diminution in the executive’s duties, authority or responsibilities; provided, in each case, that a resignation will be with “Good Reason” only if the Executive provides the Company with written notice detailing the specific circumstances alleged to constitute “Good Reason” within sixty (60) calendar days after the occurrence of such circumstances, the Company fails to cure such circumstances in all material respects within thirty (30) days of receipt of notice,

and the applicable executive actually resigns within one hundred and twenty (120) days following the first occurrence of any grounds for “Good Reason.” (xvii) “Health Benefit Coverages” means coverage under each group health plan sponsored or contributed to by the Employer (or following the Change in Control, by any affiliate of the Employer that employs the Executive) for its similarly situated active employees. (xviii) “Involuntary Termination” means during the Change in Control Period (i) a termination of the Executive’s employment by the Employer without Cause or (ii) a termination of the Executive’s employment by the Executive for Good Reason. (xix) “Parent” means any parent corporation of the Company within the meaning of Code Section 424(e). (xx) “Participation Schedule” means the schedule evidencing the Executive’s participation in the Plan, attached hereto as Exhibit A. (xxi) “Release” means a general release in the form provided by the Company from the Executive that releases the Company and its Affiliates (including all members of the Company Group) and interested parties from actual or contingent claims. (xxii) “Subsidiary” means any subsidiary corporation of the Company within the meaning of Code Section 424(f). (xxiii) “Target Bonus” means the greater of (A) the Executive’s target Bonus in effect immediately prior to the Change in Control or (B) the Executive’s target Bonus in effect at the time of his or her Termination of Employment; provided, however, that for purposes of this Plan, “Target Bonus” shall not include any special bonuses, retention awards, sign-on bonuses or other similar bonus payments. (xxiv) “Termination of Employment” means (a) a termination of employment (not including a military or personal leave of absence granted by the Company, except as otherwise determined by the Committee) of an Executive from the Company and its Affiliates, or (b) when an entity employing an Executive ceases to be an Affiliate, unless the Executive otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. (xxv) “Tier I Executive” means an individual who is, at the relevant time, the CEO of the Company or is otherwise designated as a Tier I Executive by the Committee.

(xxvi) “Tier II Executive” means an individual who is, at the relevant time, a senior executive of the Company who is designated as a Tier II Executive by the Committee. (xxvii) “Tier III Executive” means an individual who is designated as a Tier III Executive by the Committee. (b) Number and Gender. Wherever appropriate herein, words used in the singular shall be considered to include the plural and the plural to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender. (c) Headings. The headings of Sections herein are included solely for convenience and if there is any conflict between such headings and the text of the Plan, the text will control. Section 3. Change in Control Severance Benefits. (a) Severance Payments and Benefits. Subject to the provisions of Sections 3(b), 3(d), 3(e), 5(e), 5(f) and 5(o) hereof, if an Executive incurs an Involuntary Termination, then on the date upon which his or her Release becomes irrevocable (which must within the applicable time period noted in Section 3(b)), the Executive shall be eligible to receive the following severance benefits: (i) Cash Severance Pay. The Company shall pay Executive cash severance equal to (A) in the case of a Tier I Executive, 2.0 times the sum of the Tier I Executive’s Annual Pay and Target Bonus; (B) in the case of a Tier II Executive, 1.5 times the sum of the Tier II Executive’s Annual Pay and Target Bonus; and (C) in the case of a Tier III Executive, 0.5 times the sum of the Tier III Executive’s Annual Pay and Target Bonus (the “Cash Severance Payment”) payable in a lump sum, subject to the requirements of Section 5(n) below. The Cash Severance Payment shall be paid on the sixtieth (60th) day following the Involuntary Termination. (ii) Pro Rata Bonus. The Company shall pay Executive a pro rata share of the Executive’s Bonus for the performance period in which the termination date occurs, at the target level of performance and paid at such time as other executives receive their Bonuses, in accordance with the terms of the applicable Bonus plan. For the avoidance of doubt, any Bonus payment hereunder shall be in lieu of, and not in addition to, any Bonus payment pursuant to the applicable Bonus plan. (iii) Equity and Long-Term Incentives. Any equity or long-term compensation grant or award outstanding to the Executive shall be treated as specified by the terms of the applicable equity or long-term incentive compensation plan under which the grant or award was made and the applicable award agreement. (iv) Health Benefit Coverages. Executive shall be entitled to the continuation of his or her Health Benefit Coverages and, where applicable, his or

her eligible dependents (i) in the case of a Tier I Executive, for a period of up to twenty-four (24) months following the date of Involuntary Termination; (ii) in the case of a Tier II Executive, for a period of up to eighteen (18) months following the date of Involuntary Termination; and (iii) in the case of a Tier III Executive, for a period of up to six (6) months following the date of Involuntary Termination, and in each of cases (i) through (iii), at a cost to the Executive that is equal to the cost for an active employee for similar coverage. The Executive may choose to continue some or all of such Health Benefit Coverages. If at any time on or after an Executive’s Involuntary Termination, any health benefit plan in which he or she has elected to continue his or her coverage either is terminated or ceases to provide coverage to the Executive’s covered beneficiaries for any reason, including, without limitation, by its terms or the terms of an insurance contract providing the benefits of such plan or, with respect to a group health plan, such plan no longer being subject to the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), then Health Benefit Coverages shall mean an economically equivalent cash payment for coverage equivalent to the coverage that is provided (or if the plan has been terminated, that would have been provided but for such termination) for similarly situated active employees. With respect to the obligation of the Company to provide continued health plan coverage hereunder, the Company shall take all actions necessary such that the coverage is provided in a manner that satisfies the requirements of Sections 105 and 106 of the Code such that the health benefits received are not includible in the individual’s taxable income. The subsidized COBRA Health Benefit Coverage(s) provided hereunder shall immediately end upon the Executive’s obtainment of new employment and eligibility for health benefit plan coverage(s) similar to that being continued (with the Executive being obligated hereunder to promptly report such eligibility to the Employer). (v) Outplacement. Subject to the requirements of Section 5(n), and at the sole discretion of the Committee, within sixty (60) days following the date of the Executive’s Involuntary Termination, the Employer may make available a twelve (12) month executive outplacement services package for the Executive from a provider generally used by the Employer for such purposes. (vi) Accrued Obligations. Without regard to the Release requirement, a lump sum amount, within thirty (30) days of such termination, equal to (A) the earned, but unpaid, portion of the Executive’s Annual Pay as of the date of his or her Involuntary Termination, (B) Executive’s earned, but unpaid, Bonus, if any, for the year prior to the date of Executive’s Involuntary Termination and (C) reimbursement of any business expenses incurred by Executive through the date of Executive’s Involuntary Termination in accordance with then current Company policy. (b) Release and Full Settlement. Notwithstanding anything to the contrary herein, as a condition to the receipt of any severance payments or benefits under Section 3(a)(i) through (v) above, an Executive whose employment has been subject to an Involuntary Termination must, within forty-five (45) days of his or her Involuntary Termination, execute, deliver and not revoke

a Release. The performance of the Employer’s obligations hereunder and the receipt of any benefits provided hereunder by such Executive shall constitute full settlement of all such claims and causes of action. (c) No Mitigation. An Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Section 3 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 3 be reduced by any compensation or benefit earned by the Executive as the result of employment by another employer or by retirement benefits, except as provided in Section 3(a)(iv) with respect to Health Benefit Coverage and in Section 3(d) with respect to the coordination of severance benefits hereunder with other agreements providing severance benefits. (d) Replacement of Other Arrangements. Any Executive who is a party to an individual employment or severance agreement or covered by another similar change in control or severance plan (“Other Plan”) of the Employer and who becomes eligible for severance payments and benefits as provided in Section 3(a) of this Plan, shall receive such severance payments and benefits as provided under Section 3(a) of this Plan, and such payments and benefits received under this Plan shall replace in full and supersede any payments or benefits payable to such Executive under any such Other Plan. For the avoidance of doubt, the payments and benefits under this Plan do not supersede, enlarge or diminish any severance or termination payments or benefits payable to such Executive pursuant to an Other Plan to the extent applicable to a termination of employment that does not occur within the Change in Control Period. Any notice or pay in lieu of notice, severance benefits or other benefits that are required by any federal, state or local law relating to severance, plant closures, terminations, reductions- in-force, or plant relocations will reduce the Cash Severance Payment. (e) Parachute Taxes. Notwithstanding anything to the contrary herein, in the event any payment, distribution or provision of a benefit to an Executive pursuant to the terms of the Plan, when aggregated with any other payment, distribution or provision of a benefit to or on behalf of such Executive outside of the Plan, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”) as determined by the Company, the Company shall reduce the payments and/or benefits (by reducing the total payments payable, if applicable, (including reducing a payment to zero)) to such Executive in whole or in part so that no part of the payments or benefits received under the Plan by such Executive will be subject to the Excise Tax; provided, however, that such reduction(s) shall be made only if by reason of such reduction(s) the Executive’s net after-tax benefit (as determined in good faith by the Company), after all such reduction(s), will exceed the Executive’s net after-tax benefit if such reduction(s) were not made. Such calculations shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”) and shall be binding on the Executive. In the event that the payments and/or benefits are to be reduced pursuant to this Section 3(e), such payments and benefits shall be reduced such that the reduction of cash compensation to be provided to the Executive as a result of this Section 3(e) is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. For purposes of making the calculations required

by this Section, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accounting Firm shall provide detailed supporting calculations both to the Company and the affected Executive within fifteen (15) business days of the receipt of notice that there has been a parachute payment, or such earlier time as is requested by the Company. Nothing in this Section 3(e) shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s tax liability, including in respect of excise tax liabilities under Section 4999 of the Code. (f) Reductions to Payments Pursuant to Company Policies. The maximum payments and benefits described in Section 3(a)(i)-(v) under the Plan shall be reduced to the extent necessary to be consistent with the Company’s applicable policies as in effect from time to time, such that no shareholder ratification of such payments and benefits shall be required. Any reduction pursuant to this Section 3(f) shall be made in the sole discretion of the [Committee], with the intention but not guarantee that any such reduction will be made in a manner consistent with the requirements of Section 409A of the Code and, where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. Section 4. Administration of Plan. (a) Committee’s Powers and Duties. The Company shall be the named fiduciary and shall have full power to administer the Plan in all of its details, subject to applicable requirements of law. The duties of the Company shall be performed by the Committee. It shall be a principal duty of the Committee to see that the Plan is carried out in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Plan. For this purpose, the Committee’s powers shall include, but not be limited to, the following authority, in addition to all other powers provided by the Plan: (i) to make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan; (ii) to interpret the Plan and all facts with respect to a claim for payment or benefits, its interpretation thereof to be final and conclusive on all persons claiming payment or benefits under the Plan; (iii) to decide all questions concerning the Plan and the eligibility of any person to participate in the Plan; (iv) to make a determination as to the right of any person to a payment or benefit under the Plan (including, without limitation, to determine whether and when there has been a termination of an Executive’s employment and the cause of such termination and the amount of such payment or benefit); (v) to appoint such agents, counsel, accountants, consultants, claims administrator and other persons as may be required to assist in administering the Plan;

(vi) to allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan, any such allocation, delegation or designation to be in writing; (vii) to sue or cause suit to be brought in the name of the Plan; and (viii) to obtain from the Employer and from Executives such information as is necessary for the proper administration of the Plan. (b) Participation. The Committee shall designate those key employees of the Company entitled to participate in the Plan. Each Executive eligible to participate in the Plan shall receive a Participation Schedule in substantially the form attached as Exhibit A hereto. Such Participation Schedule shall specify whether the Executive shall be designated as a Tier I Executive, a Tier II Executive or a Tier III Executive. Notwithstanding anything in this Plan to the contrary, as a condition to participation, an Executive must execute his or her Participation Schedule evidencing the Executive’s agreement to be bound by all the terms of the Plan, including, without limitation, the provisions of Section 3(d) and Section 5(f) hereof. No member of the Committee may act or vote in a decision of the Committee specifically relating to himself or herself as a participant in the Plan. (c) Indemnification. The Employer shall indemnify and hold harmless each member of the Committee against any and all expenses and liabilities arising out of his or her administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such member in the performance of such functions or responsibilities, but excluding expenses and liabilities that are caused by or result from such member’s own gross negligence or willful misconduct. Expenses against which such member shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof. (d) Claims Procedure. Any Executive that the Committee determines is entitled to a benefit under the Plan is not required to file a claim for benefits. Any Executive who is not paid a benefit and who believes that he or she is entitled to a benefit, or who has been paid a benefit and who believes that he or she is entitled to a greater benefit, may file a claim for benefits under the Plan in writing with the Committee. In any case in which a claim for Plan benefits by an Executive is denied or modified, the Committee shall furnish notice to the claimant of the specific reason or reasons for the denial, along with reference to the pertinent plan provisions on which the denial is based. The Committee will also indicate what additional material or information, if any, is required to perfect the claim. The Committee’s notice shall also explain the Plan’s claim review procedure as contained herein and describe the Executive’s right to bring an action under Section 502(a) of ERISA following a denial or modification on review. The Committee will generally provide notice of any decision denying the claim within ninety (90) days after the claim is filed. If special circumstances require an extension of time to act on the claim, another ninety (90) days will be allowed. If such extension is required, the Committee will notify the employee before the end of the initial ninety (90) day period. If the Executive desires to appeal a claim denial because there is disagreement about the reason the claim is denied, the Executive must notify the Committee in writing within sixty (60) days after the date the claim

denial was sent to the Executive. A request for a review of the claim and for examination of any pertinent documents may be made by the Executive or by anyone authorized to act on the Executive’s behalf. The Executive or his or her representative should submit the reasons that he or she believes the claim should not have been denied, as well as any data, questions, or appropriate comments, in writing. The Committee will notify the Executive of the final decision within sixty (60) days after receipt of a written request for review unless special circumstances require an extension of time for processing, in which case a further sixty (60) days will be allowed. Any claim for benefits, or appeal of the denial of a claim for benefits, shall be filed with: Human Resources Department Bed Bath & Beyond Inc. 650 Liberty Avenue Union, NJ 07083 With a copy to: General Counsel Bed Bath & Beyond Inc. 650 Liberty Avenue Union, NJ 07083 If the Committee fails to follow these procedures consistent with the requirements of ERISA with respect to any claim, the claimant will be deemed to have exhausted all administrative remedies under the Plan and will have the right to bring a civil action under ERISA Section 502(a). This Section 4(d) shall be interpreted such that the claims procedures applicable under the Plan conform to the claims review requirements of Part 5, Title I, of ERISA, and the applicable provisions set forth in Department of Labor regulation section 2560.503-1. Section 5. General Provisions. (a) Funding. The benefits provided herein shall be unfunded and shall be provided from the Employer’s general assets. (b) Cost of Plan. Except as provided in Section 3(a)(iv), the entire cost of the Plan shall be borne by the Employer and no contributions shall be required of the Executives. (c) Plan Year. The Plan shall operate on the basis of the Company’s fiscal year. (d) Other Participating Employers. The Committee may designate any entity eligible by law to participate in the Plan as an Employer by written instrument delivered to the Secretary of the Company and the designated Employer. Such written instrument shall specify the effective date of such designated participation, may incorporate specific provisions relating to the operation of the Plan which apply to the designated Employer only and shall become, as to such designated Employer and its employees, a part of the Plan. Each designated Employer shall be conclusively presumed to have consented to its designation and to have agreed to be bound by the terms of the Plan and any and all amendments thereto upon its submission of information to the Committee required by the terms of or with respect to the Plan; provided, however, that the

terms of the Plan may be modified so as to increase the obligations of an Employer only with the consent of such Employer, which consent shall be conclusively presumed to have been given by such Employer upon its submission of any information to the Committee required by the terms of or with respect to the Plan. (e) Amendment and Termination. (i) The Plan may be terminated or amended from time to time at the discretion of the Committee; provided, however, that, subject to the provisions of Section 5(e)(ii), the Plan may not be amended or terminated (A) during the Change in Control Period without the prior written consent of all Executives who were designated as Executives at such time or (B) during the period in which any Executive is eligible to receive severance and benefits provided in Section 3(a), without the prior written consent of such Executive. Notwithstanding anything to the contrary herein, the Board, in its sole discretion, may amend or terminate the coverage of any Executive under the Plan by giving prior written notice to the Executive at least six (6) months in advance of such amendment or termination of coverage; provided, however, that any amendment or termination of coverage which occurs within six (6) months before the Change in Control Period will not become effective until the later of (x) the first day following the end of the Change in Control Period or (y) the first day following the end of the period described in Section 5(e)(ii)(B). The Employer’s obligation to make all payments and provide benefits that have become payable as a result of an Involuntary Termination occurring during the existence of the Plan shall survive any termination of the Plan. (ii) The provisions set forth in Section 5(e)(i) that otherwise restrict amendments to the Plan during the Change in Control Period shall not apply to (A) an amendment to the administrative provisions of the Plan that is required pursuant to applicable law or (B) an amendment that increases the benefits payable under the Plan or otherwise constitutes a bona fide improvement of an Executive’s rights under the Plan, as determined by the Committee in its sole discretion. (f) Restrictive Covenants Agreement. (i) Existing Agreement. This Plan shall have no effect on the continued effectiveness of existing restrictive covenants entered into between the Company and Executive. By executing his or her Participation Schedule, the Executive agrees and affirms that any violation of Executive’s existing restrictive covenant agreement contained in the Executive’s employment agreement or any other agreement entered into with any member of the Company Group will result in forfeiture of Executive’s benefits under this Plan. (ii) New Agreement. For any Executive entitled to benefits under this Plan who is not already party to an existing restrictive covenants agreement, such Executive shall be required to enter into a new restrictive covenants agreement

with the Company as a condition to participation in this Plan. The Executive’s agreement to this requirement shall be effected by the Participant’s execution of his or her Participation Schedule. (iii) Reasonable Compensation Under Section 280G. The Executives agree and acknowledge that a portion of any parachute payment payable hereunder is reasonable compensation in respect of restrictive covenant agreements entered into by the Executive and the Company. (g) Not a Contract of Employment. The adoption and maintenance of the Plan shall not be deemed to be a contract of employment between the Employer and any person or to be consideration for the employment of any person. Nothing herein contained shall be deemed to give any person the right to be retained in the employ of the Employer or to restrict the right of the Employer to discharge any person at any time nor shall the Plan be deemed to give the Employer the right to require any person to remain in the employ of the Employer or to restrict any person’s right to terminate his or her employment at any time. (h) Severability. Any provision in the Plan that is prohibited or unenforceable in any jurisdiction by reason of applicable law shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. (i) Nonalienation. Executives shall not have any right to pledge, hypothecate, anticipate or assign benefits or rights under the Plan, except by will or by the laws of descent and distribution. (j) Effect of Plan. The Plan is intended to supersede all prior oral or written policies of the Employer and all prior oral or written communications to Executives with respect to the subject matter hereof, and all such prior policies or communications are hereby null and void and of no further force and effect. Further, the Plan shall be binding upon the Employer and any successor of the Employer, by merger or otherwise, and shall inure to the benefit of and be enforceable by the Employer’s Executives. (k) Taxes. The Employer or its successor may withhold from any amounts payable to an Executive under the Plan such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. (l) Disputes; Enforcement Costs. (i) All actions or proceedings arising out of or relating to this Plan shall be tried and litigated only in the New York State or Federal courts located in the County of New York, State of New York. The Executives shall irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding. Notwithstanding the foregoing, either an Executive or the Company may seek injunctive or equitable relief to enforce the terms of this Plan in any court of competent jurisdiction.

(ii) All reasonable expenses of an Executive or the Company, as applicable, incurred in enforcing such party’s rights and/or in the recovery of the benefits under this Plan, including but not limited to, attorneys’ fees, court costs, arbitration costs, and other reasonable expenses shall be paid by the other party if a party prevails on at least one material substantive issue in such proceeding. (m) Governing Law. The Plan shall be interpreted and construed in accordance with the laws of the State of New York without regard to conflict of laws principles, except to the extent pre-empted by federal law. (n) Section 409A. (i) General. To the extent applicable, this Plan shall be interpreted and applies so that the payments of benefits set forth herein shall either be exempt from, or in the alternative, comply with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Plan to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to any Executive under Section 409A, the Company reserves the right to (without any obligation to do so or to indemnify the Executive for failure to do so) (A) adopt such amendments to this Plan or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect) that it determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Plan, to preserve the economic benefits of this Plan and to avoid less favorable accounting or tax consequences for the Company and/or (B) take such other actions it determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. (ii) Separation from Service under Section 409A. Notwithstanding anything herein to the contrary: (A) no termination or other similar payments and benefits hereunder shall be payable to an Executive unless such Executive’s Termination of Employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (B) if an Executive is deemed at the time of the Executive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of any termination or other similar payments and benefits to which such Executive may be entitled hereunder (after taking into account all exclusions applicable to such payments or benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of such payments and benefits shall not be provided to such Executive prior to the earlier of (x) the expiration of the six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) and (y) the date of such Executive’s death; provided that upon the earlier of such dates, all payments and benefits deferred pursuant to this Section 5(n)(ii) shall be

paid in a lump sum to such Executive, and any remaining payments and benefits due hereunder shall be provided as otherwise specified herein; and (C) the determination of whether an Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of such Executive’s separation from service shall be made by the Company in accordance with the terms of Section 409A (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto). (iii) Reimbursements and Installments. To the extent that any reimbursements or corresponding in-kind benefits provided to an Executive under this Plan are deemed to constitute “deferred compensation” under Section 409A, (A) such reimbursements or benefits shall be provided reasonably promptly, but in no event later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A- 3(i)(1)(iv) of the Department of Treasury Regulations; and (B) the amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. To the extent that any installment payments under this Plan are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A- 2(b)(2)(iii) of the Department of Treasury Regulations), each such installment payment that an Executive may be eligible to receive under this Plan shall be treated as a separate and distinct payment. (o) Recoupment. Notwithstanding anything herein to the contrary, all incentive-based cash and equity compensation grants awarded to the Executive, including, without limitation, annual bonuses and other short- and long-term cash incentives, stock options, restricted stock, restricted stock units, performance shares, and performance share units are subject to the Bed Bath & Beyond Inc. Compensation Recoupment Policy, as amended from time to time. Further, if the Executive is retroactively deemed terminated for Cause, or commits a breach of the restrictive covenants described in Section 5(f), the benefits described in Section 3(a)(i)-(v) are subject to forfeiture and/or recoupment by the Company.

EXHIBIT A PARTICIPATION SCHEDULE [Date] [Executive Name] [Address of Executive] We are offering you the opportunity to become a participant in the Bed Bath & Beyond Inc. Executive Change in Control Severance Plan. All defined terms used herein shall have the meaning ascribed to them in the Plan. As a condition to your participation in the Plan, you must execute this Participation Schedule evidencing your agreement to be bound by all the terms of the Plan, including, without limitation, the provisions of Section 3(d) and Section 5(f) thereof. Except as may be provided under any other agreement between you and the Company, your employment by the Company is “at will.” The Plan does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee, to change the status of your employment, or to change the policies of the Company regarding termination of employment. For purposes of the Plan, your participation shall be designated as a Tier [●] Executive. Notwithstanding the foregoing, the Committee may amend your designation as a Tier [●] Executive pursuant to Section 5(e) of the Plan. By executing this Participation Schedule, you agree and acknowledge that your participation in this Plan constitutes an amendment to your employment agreement, to the extent applicable, solely with regard to severance and benefits due to you upon a qualifying termination within the Change in Control Period. Executed as of this [●] day of [●], 20[●]. [Executive] [BED BATH & BEYOND INC.]1 By: Title: 1 If the Executive is employed by an entity other than Bed Bath & Beyond Inc., to add a signature for that Employer.

1 Exhibit 10.53 BED BATH & BEYOND INC. SHORT-TERM INCENTIVE PLAN Amended and Restated as of April 13, 2022 Section 1. Purpose. The compensation policies of Bed Bath & Beyond Inc., a New York corporation (the “Company”), are intended to support the Company’s overall objective of enhancing shareholder value. In furtherance of this philosophy, the Bed Bath & Beyond Inc. Short-Term Incentive Plan (the “Plan”) is designed to provide incentives for business performance, reward contributions towards goals consistent with the Company’s business strategy and enable the Company to attract and retain highly qualified Corporate Officers and other Eligible Employees. Section 2. Definitions. The terms used in the Plan include the feminine as well as the masculine gender and the plural as well as the singular, as the context in which they are used requires. The following terms, unless the context requires otherwise, are defined as follows: “409A Covered Bonus” has the meaning set forth in Section 7(k)(ii) of the Plan. “Affiliate” means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including, without limitation, a partnership or limited liability company) that is directly or indirectly controlled fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; (d) any corporation, trade or business (including, without limitation, a partnership or limited liability company) that directly or indirectly controls fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and that is designated as an “Affiliate” by resolution of the Committee. “Board” means the Board of Directors of the Company. “Bonus” means the incentive compensation payable in cash, as determined by the Committee under Section 4 of the Plan. “Cause” means, with respect to a Participant’s Termination of Employment, the following: (a) in the case where there is an employment agreement, severance agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant that defines “cause” (or words or a concept of like import), “cause” as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “cause” applies only on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination in connection therewith; or

2 (b) in the case where there is no employment agreement, severance agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant (or where there is such an agreement but it does not define “cause” (or words or a concept of like import)), termination due to a Participant’s insubordination, dishonesty, fraud, incompetence, moral turpitude, willful misconduct, breach of any policy, agreement or arrangement of the Company (including as pertains to restrictive covenants or sexual or discriminatory conduct or related matters), refusal to perform his or her duties or responsibilities for any reason other than illness or incapacity or materially unsatisfactory performance of his or her duties for the Company or an Affiliate, as determined by the Committee in its sole discretion. In addition, the Committee may deem any Termination of Employment to have been for Cause, including after such Termination of Employment occurs, if it discovers facts or circumstances that would constitute Cause if known or existing at the time of such Termination of Employment. “Change in Control” means the occurrence of one or more of the following events: (a) any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of common stock of the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities, excluding a person that is an “affiliate” (as such term is used in the Exchange Act) of the Company on the Effective Date, or any affiliate of any such person; (b) during any period of twelve (12) months, the majority of the Board consists of individuals other than “Incumbent Directors,” which term means the members of the Board at the beginning of such period, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in subsections (a), (c), or (d) or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such term is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of a majority of the directors who comprised the Incumbent Directors or whose election or nomination for election was previously so approved; (c) upon the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) fifty percent (50%) or more of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in (a) above) acquires more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company;

3 (d) upon approval by the shareholders of the Company, the Company adopts any plan of liquidation providing for the distribution of all or substantially all its assets, provided that this paragraph (d) shall not constitute a Change in Control with respect to a 409A Covered Bonus; or (e) upon the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Company at the time of the sale. Notwithstanding the foregoing, with respect to a Bonus that provides for payment or settlement upon a Change in Control and that constitutes a 409A Covered Bonus, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. A determination of whether a Change in Control has occurred will be made in the discretion of the Committee. “Code” means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to any successor provision and any Treasury Regulation promulgated thereunder. “Committee” means the Compensation Committee of the Board appointed from time to time by the Board (or another committee or committees of the Board appointed for purposes of administering the Plan). Each Committee shall be comprised of two or more non-employee directors, each of whom is an “independent director” as defined and to the extent required under the rules and regulations of the Nasdaq Stock Market or such other applicable securities exchange on which the Company’s common stock is then listed, listed or any national securities exchange system upon whose system the Company’s common stock is then quoted, and, as may be applicable, “independent” as provided pursuant to rules promulgated by the Securities and Exchange Commission under the Dodd-Frank Wall Street Reform and Consumer Protection Act; provided, however, that any delegation to an individual will be respected to the full extent of such delegation provided that such delegation is consistent with the terms and conditions of this Plan and applicable law. “Company” has the meaning set forth in Section 1 hereof, including any successors to the Company by operation of law. “Corporate Officer” means any Company employee who is subject to Section 16(b) of the Exchange Act. “Disability” (a) shall have the meaning given to such term in an employment agreement, severance agreement, change in control agreement, or other similar agreement in effect between the Company or an Affiliate and the Participant to the extent that “disability” (or words or a concept of

4 like import) is defined therein, or (b) if such an agreement does not exist or if “disability” is not defined in any such agreement, shall mean, unless otherwise determined by the Committee at the time that a Bonus opportunity is granted, a Participant’s “disability” or term of like import) as such term is defined in the long-term disability plan of the Company applicable to such Participant or, in the absence of such a definition, the inability of a Participant to perform the major duties of his or her occupation for at least ninety (90) days in any one-hundred eighty (180)-day period because of sickness or injury. Notwithstanding the foregoing, for Bonuses under the Plan that provide for payments that are triggered upon a Disability and that constitute “non-qualified deferred compensation” pursuant to Code Section 409A, Disability shall mean that a Participant is disabled under Code Section 409A(a)(2)(C)(i). “Effective Date” means July 16, 2020; provided, however, that the effective date of the plan as amended and restated is as of May 10, 2021. “Eligible Employee” means each employee of the Company or an Affiliate, including each Corporate Officer, in each case as determined by the Committee in its sole discretion. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Parent” means any parent corporation of the Company within the meaning of Code Section 424(e). “Participant” means a Corporate Officer or other Eligible Employee described in Section 3 of the Plan. “Performance Period” means the period for which a Bonus may be made. Unless otherwise specified by the Committee, the Performance Period shall be the Company’s fiscal year. “Plan” has the meaning set forth in Section 1 hereof. “Subsidiary” means any subsidiary corporation of the Company within the meaning of Code Section 424(f). “Termination of Employment” means (a) a termination of employment (not including a military or personal leave of absence granted by the Company, except as otherwise determined by the Committee) of a Participant from the Company and its Affiliates, or (b) when an entity employing a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. Section 3. Participation. A Corporate Officer or other Eligible Employee designated by the Committee shall be a Participant in the Plan and shall continue to be a Participant until advised or determined otherwise. Section 4. Bonuses. (a) Performance Measures and Goals. The Committee shall establish the performance measures and goals for the earning of Bonuses based on a Performance Period applicable to each

5 Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or, at such later date as determined by the Committee in its sole discretion, provided that the outcome of such performance goals is substantially uncertain at the time they are established. The performance goals may be based upon the attainment of specified levels of Company (or subsidiary, division or other operational unit of the Company) performance either on an absolute basis or relative to the performance of other corporations and/or on an individual Participant’s performance, in any event, as determined by the Committee in its sole discretion. (b) Adjustments. In evaluating whether and to what extent a performance goal has been satisfied with respect to a Performance Period, the Committee may, in its sole discretion, adjust the performance goals to reflect, or disregard and exclude the impact of, unanticipated, external or other items, events, occurrences or circumstances determined by the Committee, including, but not limited to: (i) restructurings, discontinued operations, disposal of a business, extraordinary items, and other unusual or non-recurring charges, events or circumstances, (ii) an event either not directly related to the operations of the Company (or a subsidiary, division or other operational unit of the Company) or not within the reasonable control of the Company’s management, (iii) the operations of any business acquired by the Company (or a subsidiary, division or other operational unit of the Company), (iv) a change in accounting standards required by generally accepted accounting principles, or (v) the effect of changes in laws or provisions affecting reported results. (c) Performance Evaluation. Within a reasonable time after the close of a Performance Period, the Committee shall determine whether the performance goals established for that Performance Period have been met. (d) Bonuses. The amount of the Bonus paid to each Participant shall be determined by the Committee. For the avoidance of doubt, for any Performance Period, and despite the established performance goals, the Committee shall retain the discretion to increase or decrease the amount of, or eliminate entirely, the Bonus to any Participant based on its review of the performance goals for each Participant pursuant to Section 4(c) and the individual performance of such Participant or such other factors as it deems necessary or appropriate. (e) Payment or Deferral of the Bonus. (i) Payment; Withholding. Subject to Section 4(e)(ii), the Company shall pay the Bonus to the Participant following the Committee’s determination under Section 4(d) of the amount of the Bonus, but in any event, within the two and one- half month period following the end of the Performance Period. The Company shall have the right to deduct from any Bonus any applicable income and employment taxes and any other amounts that the Company is otherwise required or permitted to deduct. (ii) Deferral. Subject to Section 7(k) (regarding Code Section 409A) and subject to the Committee’s approval and applicable law, a Participant may request that payment of a Bonus be deferred under a deferred compensation arrangement maintained by the Company by making a deferral election prior to, or as permitted, during the Performance Period, pursuant to such rules and procedures as the Committee may establish from time to time with respect to such arrangement.

6 (f) Eligibility for Payments; Effect of Termination of Employment; Effect of Change in Control. (i) Except as otherwise determined by the Committee or provided in Section 4(f)(ii), (iii) or (iv) below, a Participant shall be eligible to receive a Bonus for a Performance Period only if such Participant is employed in good standing by the Company continuously from the beginning of the Performance Period through the payment of the Bonus. Accordingly, except as expressly provided otherwise in an employment agreement, severance agreement, change in control agreement, or other similar agreement in effect between the Company or an Affiliate and a Participant, in the event of a Termination of Employment, a Participant’s Bonus will be immediately and automatically forfeited and canceled for no consideration to the Participant. Notwithstanding the foregoing, the Committee retains the discretion to accelerate or provide for payment in whole or part of any Bonus. For the avoidance of doubt, if a Participant has an employment agreement, severance agreement, change in control agreement, or other similar agreement in effect with the Company or an Affiliate that addresses the treatment of the Participant’s Bonuses in the event of a particular Termination of Employment, and either such agreement or the Plan provides for more favorable treatment with respect to a specific type of Termination of Employment, the more favorable treatment (in such agreement or in the Plan) shall control as to the Participant and such Bonus with respect to such Termination of Employment; provided, however, that there will be no duplication of benefits (i.e., the Participant will not receive a Bonus payout for a Performance Period under both the Plan and such other employment, severance, or change in control agreement). (ii) Termination of Employment due to death or Disability. In the event of a Participant’s Termination of Employment due to death or Disability, the Participant will receive payment of (I) any Bonus for a Performance Period that ended prior to the Termination of Employment, based on actual performance and payable at the time set forth in Section 4(e)(i), and (II) if the date of the Termination of Employment occurs within the last six (6) months of a Performance Period, any Bonus for the Performance Period in which the termination date occurs, based on actual performance and payable at the time set forth in Section 4(e)(i), prorated for the number of full calendar months the Participant was employed by the Company during the Performance Period. (iii) Termination of Employment by the Company without Cause. In the event of a Participant’s Termination of Employment by the Company without Cause that occurs following the end of any applicable Performance Period but prior to the date of payment for the Bonus in respect of such Performance Period, to the extent that the Participant timely executes, delivers, and does not revoke a general waiver and release of claims in a form provided by the Company (the “Release”), the Participant will receive payment of such Bonus for such Performance Period that ended prior to the date on which the Termination of Employment occurs, based on actual performance and payable at the time set forth in Section 4(e)(i). For the avoidance of doubt, if the date of the Termination of Employment without Cause by

7 the Company occurs within a Performance Period, the Participant shall forfeit any Bonus for the Performance Period in which the termination date occurs. (iv) Termination of Employment in Connection with a Change in Control. Unless an employment agreement, severance agreement, change in control agreement, or other similar agreement in effect between the Company or an Affiliate and a Participant provides for more favorable treatment, in the event of a Participant’s Termination of Employment by the Company without Cause, within the ninety (90) days prior to or the two (2) years following a Change in Control and to the extent that the Participant timely executes, delivers, and does not revoke a Release, then notwithstanding anything herein to the contrary, the Participant will receive payment of (i) any Bonus for a Performance Period that ended prior to the Termination of Employment, based on actual performance and payable within thirty (30) days following the later of the effective date of the Change in Control or the expiration of the applicable revocation period for the Release, and (ii) any Bonus for the Performance Period in which the termination date occurs, at the target level of performance and payable within thirty (30) days following the later of the effective date of the Change in Control or the expiration of the applicable revocation period for the Release, prorated for the number of full calendar months the Participant was employed by the Company during the Performance Period. (g) Breach of Restrictive Covenants. Notwithstanding anything herein to the contrary, in the event that a Participant breaches any written confidentiality, intellectual property rights assignment, non-competition, non-solicitation, non-disparagement or other written restrictive covenant agreement between the Participant and the Company or an Affiliate thereof prior to the date of payment of any Bonus, the Participant shall forfeit such Bonus. Section 5. Administration. (a) General Administration. The Plan shall be administered by the Committee. Subject to the terms and conditions of the Plan, the Committee is authorized and empowered in its sole discretion to select or approve Participants and to award potential Bonuses in such amounts and upon such terms and conditions as it shall determine. (b) Delegation. The Chief Executive Officer (or his or her designee) shall possess all of the Committee’s duties and authority under the Plan with respect to Bonuses that may be payable to Participants who are not Corporate Officers, including but not limited to such duties and authority as are set forth in Sections 3 and 4, provided that the Committee shall have the power and authority to remove from the Chief Executive Officer any and all duties and authority provided for under this Section 5(b). For purposes of this Plan, references to the Committee shall be deemed to refer to the applicable duly authorized delegate or designee with respect to matters delegated to such person. (c) Administrative Rules. The Committee shall have full power and authority to adopt, amend and rescind administrative guidelines, rules and regulations pertaining to the Plan and to interpret the Plan and rule on any questions respecting any of its provisions, terms and conditions.

8 (d) Committee Members Not Liable. The Committee and each of its members shall be entitled to rely upon certificates of appropriate officers of the Company with respect to financial and statistical data in order to determine if the performance goals for a Performance Period have been met. Neither the Committee nor any member thereof shall be liable for any action or determination made in good faith with respect to the Plan or any Bonus made hereunder. (e) Decisions Binding. All decisions, actions and interpretations of the Committee concerning the Plan shall be final and binding on the Company and its Affiliates and their respective boards of directors, and on all Participants and other persons claiming rights under the Plan, and all such decisions, actions and interpretations of the Committee concerning the Plan shall be afforded the maximum deference under applicable law. Section 6. Amendment; Termination. The Plan may be amended or terminated by the Board or the Committee, and any such amendment shall require shareholder approval only to the extent required by applicable law, including for these purposes Department of the Treasury or Securities and Exchange Commission regulations, the rules of the Nasdaq Stock Market or any other applicable exchange or any other applicable law or regulations. All amendments to the Plan, including an amendment to terminate the Plan, shall be in writing. Unless otherwise expressly provided by the Board or the Committee, no amendment to the Plan shall apply to potential Bonuses with respect to a Performance Period that began before the effective date of such amendment. Section 7. Other Provisions. (a) Duration of the Plan. The Plan is effective as of the Effective Date. The Plan shall remain in effect until all Bonuses made under the Plan have been paid or forfeited under the terms of the Plan and all Performance Periods related to Bonuses made under the Plan have expired. (b) Bonuses Not Assignable. No Bonus or any right thereto shall be assignable or transferable by a Participant except by will or by the laws of descent and distribution. Any other attempted assignment or alienation shall be void and of no force or effect. (c) Rights of Participants. The right of any Participant to receive any payments under a Bonus granted to such Participant and approved by the Committee pursuant to the provisions of the Plan shall be an unsecured claim against the general assets of the Company. The Plan shall not create, nor be construed in any manner as having created, any right by a Participant to any Bonus for a Performance Period because of a Participant’s participation in the Plan for any prior Performance Period or otherwise. The application of the Plan to one Participant shall not create, nor be construed in any manner as having created, any right by another Participant to similar or uniform treatment under the Plan. Solely with respect to a Participant who is party to an employment agreement, severance agreement, change in control agreement, or other similar agreement in effect between the Company or an Affiliate and such Participant, the provisions of the Plan are in all respects subject to the terms and conditions of such agreement as if they were set forth fully herein.

9 (d) Termination of Employment. The Company retains the right to terminate the employment of any Participant or other employee at any time for any reason or no reason, and a Bonus is not, and shall not be construed in any manner to be, a waiver of such right. (e) Exclusion from Benefits. Bonuses under the Plan shall not constitute compensation for the purpose of determining participation or benefits under any other plan of the Company unless specifically included as compensation in such plan. (f) Successors. Any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the Company’s business or assets, shall assume the Company’s liabilities under the Plan and perform any duties and responsibilities in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. (g) Governing Law. The Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of New York (regardless of the law that might otherwise govern under applicable New York principles of conflict of laws). (h) Headings. Any headings preceding the text of the several sections, subsections, or paragraphs hereof are inserted solely for convenience of reference and shall not constitute a part of the Plan, nor shall they affect its meaning, construction or effect. (i) Severability. If any provision of the Plan is determined to be void by any court of competent jurisdiction, the Plan shall continue to operate and, for the purposes of the jurisdiction of the court only, shall be deemed not to include the provision determined to be void. (j) Offsets. To the extent permitted by law, the Company shall have the right to offset from any Bonus payable hereunder any amount that the Participant owes to the Company or any Affiliate without the consent of the Participant (or the Participant’s beneficiary, in the event of the Participant’s death). (k) Code Section 409A. (i) Although the Company does not guarantee the particular tax treatment of any Bonus awarded under the Plan, amounts paid under the Plan are intended to comply with, or be exempt from, the applicable requirements of Code Section 409A and the Plan and any Bonus shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest or penalties that may be imposed on a Participant by Code Section 409A or any damages for failing to comply with Code Section 409A. (ii) Notwithstanding anything herein to the contrary, the following provisions shall apply to any Bonus under the Plan that constitutes nonqualified deferred compensation pursuant to Section 409A (a “409A Covered Bonus”): (A) A termination of employment shall not be deemed to have occurred for purposes of any provision of a 409A Covered Bonus providing for payment upon or following a termination of the Participant’s employment

10 unless such termination is also a “Separation from Service” within the meaning of Code Section 409A and, for purposes of any such provision of the 409A Covered Bonus, references to a “termination,” “termination of employment” or like terms shall mean Separation from Service. Notwithstanding any provision herein to the contrary, if the Participant is deemed on the date of the Participant’s Termination of Employment to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any such payment under a 409A Covered Bonus, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Participant’s Separation from Service, and (ii) the date of the Participant’s death. All payments delayed pursuant to this Section 7(k)(ii)(A) shall be paid to the Participant on the first day of the seventh month following the date of the Participant’s Separation from Service or, if earlier, on the date of the Participant’s death. (B) Whenever a payment under a 409A Covered Bonus specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event shall the timing of a Participant’s execution of the Release, directly or indirectly, result in the Participant’s designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. Each amount or benefit payable pursuant to this Plan shall be treated as a separate and distinct payment for purposes of Code Section 409A. (l) Incentive Compensation Recoupment Policy. Notwithstanding anything herein to the contrary, all Bonuses are subject to any incentive compensation recoupment or clawback policy maintained by the Company from time to time, including the Bed Bath & Beyond Inc. Compensation Recoupment Policy, as amended from time to time.


New York						11-2250488
(State or other jurisdiction of						(IRS Employer
incorporation or organization)						Identification No.)


Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common stock, $.01 par value	BBBY	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)


Form 10-K
Item No.	Name of Item	Page

	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	20
Item 2.	Properties	20
Item 3.	Legal Proceedings	22
Item 4.	Mine Safety Disclosures	23

	PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 8.	Financial Statements and Supplementary Data	41
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	76
Item 9A.	Controls and Procedures	76
Item 9B.	Other Information	76
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	76

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	77
Item 11.	Executive Compensation	77
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	77
Item 13.	Certain Relationships and Related Transactions, and Director Independence	78
Item 14.	Principal Accounting Fees and Services	78

	PART IV
Item 15.	Exhibits, Financial Statement Schedules	79
Item 16.	Form 10-K Summary	83


First Quarter	Second Quarter	Third Quarter
Nestwell™	Our Table™	Studio 3B™
Haven™	Wild Sage™	H For Happy™
Simply Essential™	Squared Away™


STORE LOCATIONS

Alabama	12	New York	60
Alaska	1	North Carolina	26
Arizona	22	North Dakota	2
Arkansas	6	Ohio	25
California	87	Oklahoma	9
Colorado	20	Oregon	11
Connecticut	14	Pennsylvania	25
Delaware	4	Rhode Island	2
Florida	69	South Carolina	13
Georgia	25	South Dakota	2
Hawaii	1	Tennessee	18
Idaho	6	Texas	76
Illinois	31	Utah	7
Indiana	13	Vermont	2
Iowa	8	Virginia	26
Kansas	10	Washington	18
Kentucky	8	West Virginia	1
Louisiana	12	Wisconsin	9
Maine	4	Wyoming	2
Maryland	14	District of Columbia	1
Massachusetts	21	Puerto Rico	2
Michigan	30	Alberta, Canada	17
Minnesota	9	British Columbia, Canada	11
Mississippi	5	Manitoba, Canada	2
Missouri	15	New Brunswick, Canada	2
Montana	6	Newfoundland and Labrador, Canada	1
Nebraska	5	Nova Scotia, Canada	2
Nevada	9	Ontario, Canada	27
New Hampshire	9	Prince Edward Island, Canada	1
New Jersey	70	Saskatchewan, Canada	2
New Mexico	5	Total	953


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (2)
November 28, 2021 - December 25, 2021	5,386,300	$	17.93	5,386,300	$	1,401,159,241
December 26, 2021 - January 22, 2022	2,431,100	$	14.26	2,431,100	$	1,366,479,614
January 23, 2022 - February 26, 2022	6,547,200	$	15.14	6,547,200	$	1,267,377,844
Total	14,364,600	$	16.04	14,364,600	$	1,267,377,844


	Fiscal Year Ended						Change from Prior Year
(in millions)	February 26, 2022		February 27, 2021		February 29, 2020		February 26, 2022				February 27, 2021
Net sales	$	7,867.8	$	9,233.0	$	11,158.6	$	(1,365.2)	(14.8)	%	$	(1,925.6)	(17.3)	%

Sales from divested banners	—		1,290.1		2,151.1		(1,290.1)		(100.0)	%	(861.0)		(40.0)	%


1)			Consolidated Balance Sheets as of February 26, 2022 and February 27, 2021

2)			Consolidated Statements of Operations for the fiscal years ended February 26, 2022, February 27, 2021, and February 29, 2020

3)			Consolidated Statements of Comprehensive Loss for the fiscal years ended February 26, 2022, February 27, 2021, and February 29, 2020

4)			Consolidated Statements of Shareholders’ Equity for the fiscal years ended February 26, 2022, February 27, 2021, and February 29, 2020

5)			Consolidated Statements of Cash Flows for the fiscal years ended February 26, 2022, February 27, 2021, and February 29, 2020

6)			Notes to Consolidated Financial Statements

7)			Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185)


	February 26, 2022		February 27, 2021
Assets
Current assets:
Cash and cash equivalents	$	439,496	$	1,352,984

Merchandise inventories	1,725,410		1,671,909
Prepaid expenses and other current assets	198,248		595,152

Total current assets	2,363,154		3,620,045
Long term investment securities	19,212		19,545
Property and equipment, net	1,027,387		918,418
Operating lease assets	1,562,857		1,587,101

Other assets	157,962		311,821
Total assets	$	5,130,572	$	6,456,930

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	872,445	$	986,045
Accrued expenses and other current liabilities	529,371		636,329
Merchandise credit and gift card liabilities	326,465		312,486
Current operating lease liabilities	346,506		360,061


Total current liabilities	2,074,787		2,294,921
Other liabilities	102,438		82,279
Operating lease liabilities	1,508,002		1,509,767
Income taxes payable	91,424		102,664
Long term debt	1,179,776		1,190,363
Total liabilities	4,956,427		5,179,994

Shareholders' equity:
Preferred stock - $0.01 par value; authorized - 1,000 shares; no shares issued or outstanding	—		—
Common stock - $0.01 par value; authorized - 900,000 shares; issued 344,146 and 343,241, respectively; outstanding 81,979 and 109,621 shares, respectively	3,441		3,432
Additional paid-in capital	2,235,894		2,152,135
Retained earnings	9,666,091		10,225,253
Treasury stock, at cost; 262,167 and 233,620 shares, respectively	(11,685,267)		(11,048,284)
Accumulated other comprehensive loss	(46,014)		(55,600)
Total shareholders' equity	174,145		1,276,936
Total liabilities and shareholders' equity	$	5,130,572	$	6,456,930


	Common Stock			Additional Paid- in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total
	Shares	Amount						Shares	Amount
Balance at March 2, 2019	342,582	$	3,426	$	2,118,673	$	11,112,887	(210,349)	$	(10,616,045)	$	(58,610)	$	2,560,331
Net loss	—	—		—		(613,816)		—	—		—		(613,816)
Other comprehensive loss, net of tax	—	—		—		—		—	—		(6,299)		(6,299)
Effect of Adoption of ASU 2016-02	—	—		—		(40,700)		—	—		—		(40,700)
Dividends declared	—	—		—		(83,545)		—	—		—		(83,545)
Shares sold under employee stock option plans, net of tax	139	1		2,345		—		—	—		—		2,346
Issuance of restricted shares, net	370	4		(4)		—		—	—		—		—
Payment and vesting of performance stock units	580	5		(5)		—		—	—		—		—
Stock-based compensation expense, net	—	—		46,159		—		—	—		—		46,159
Director fees paid in stock	12	—		169		—		—	—		—		169
Repurchase of common stock, including fees	—	—		—		—		(6,806)	(99,710)		—		(99,710)
Balance at February 29, 2020	343,683	3,436		2,167,337		10,374,826		(217,155)	(10,715,755)		(64,909)		1,764,935
Net loss	—	—		—		(150,773)		—	—		—		(150,773)
Other comprehensive income, net of tax	—	—		—		—		—	—		9,309		9,309
Dividends forfeited	—	—		—		1,200		—	—		—		1,200
Forfeiture of restricted shares, net	(786)	(8)		8		—		—	—		—		—
Payment and vesting of performance stock units	344	4		(4)		—		—	—		—		—
Stock-based compensation expense, net	—	—		32,344		—		—	—		—		32,344
Accelerated share repurchase program	—	—		(47,550)		—		(15,833)	(327,450)		—		(375,000)
Repurchase of common stock, including fees	—	—		—		—		(632)	(5,079)		—		(5,079)
Balance at February 27, 2021	343,241	3,432		2,152,135		10,225,253		(233,620)	(11,048,284)		(55,600)		1,276,936
Net loss	—	—		—		(559,623)		—	—		—		(559,623)
Other comprehensive income, net of tax	—	—		—		—		—	—		9,586		9,586
Dividends forfeited	—	—		—		461		—	—		—		461

Issuance of restricted shares, net	624	6		(6)		—		—	—		—		—
Payment and vesting of performance stock units	274	3		(3)		—		—	—		—		—
Stock-based compensation expense, net	—	—		36,080		—		—	—		—		36,080
Accelerated share repurchase program	—	—		47,550		—		(200)	(47,550)		—		—
Director fees paid in stock	7	—		138		—		—	—		—		138
Repurchase of common stock, including fees	—	—		—		—		(28,347)	(589,433)		—		(589,433)
Balance at February 26, 2022	344,146	$	3,441	$	2,235,894	$	9,666,091	(262,167)	$	(11,685,267)	$	(46,014)	$	174,145


(in thousands)	February 26, 2022		February 27, 2021
Land and buildings	$	21,597	$	24,840
Furniture, fixtures and equipment (1)	594,443		502,869
Leasehold improvements	746,365		721,039
Computer equipment and software	1,494,457		1,355,758
Total	2,856,862		2,604,506
Less: Accumulated depreciation (1)	(1,829,475)		(1,686,088)
Property and equipment, net	$	1,027,387	$	918,418


(in thousands)	Statement of Operations Location	February 26, 2022		February 27, 2021
Operating lease cost	Cost of sales and SG&A	$	449,394	$	582,168
Finance lease cost:
Depreciation of property	SG&A	184		2,500
Interest on lease liabilities	Interest expense, net	1,886		7,755
Variable lease cost	Cost of sales and SG&A	152,259		189,485
Sublease income	SG&A	(43,922)		(12,574)
Total lease cost		$	559,801	$	769,334


(in thousands)	Consolidated Balance Sheet Location	February 26, 2022		February 27, 2021
Assets
Operating leases	Operating lease assets	$	1,562,857	$	1,587,101
Finance leases	Property and equipment, net	38,790		—
Total Lease assets		$	1,601,647	$	1,587,101

Liabilities
Current:
Operating leases	Current operating lease liabilities	$	346,506	$	360,061
Finance leases	Accrued expenses and other current liabilities	2,494		—
Noncurrent:
Operating leases	Operating lease liabilities	1,508,002		1,509,767
Finance leases	Other liabilities	35,447		—
Total lease liabilities		$	1,892,449	$	1,869,828


(in thousands)	February 26, 2022		February 27, 2021
Deferred tax assets:
Inventories	$	4,077	$	13,040

Operating lease liabilities	473,397		484,290
Insurance	6,416		9,086
Stock-based compensation	1,592		1,014
Merchandise credits and gift card liabilities	56,690		52,584
Accrued expenses	23,412		31,914

Intangibles	1,685		1,008
Goodwill	90		1,596
Carryforwards and other tax credits	189,746		86,914
Other	34,991		34,104

Valuation allowance:	(249,529)		(26,011)

Deferred tax liabilities:
Depreciation	(146,970)		(105,649)

Prepaid expenses	(1,155)		(26,356)
Operating lease assets	(376,079)		(409,535)
Other	(18,499)		(17,977)
	$	(136)	$	130,022


(in thousands)	February 26, 2022		February 27, 2021
Balance at beginning of year	$	105,749	$	51,781

Increase related to current year positions	1,125		69,106

Decrease related to prior year positions	(1,902)		(2,797)
Settlements	(2,340)		(4,981)
Lapse of statute of limitations	(7,114)		(7,360)

Balance at end of year	$	95,518	$	105,749


	Fiscal Year Ended
	February 26, 2022		February 27, 2021		February 29, 2020

Federal statutory rate	21.00	%	21.00	%	21.00	%
State income tax rate, net of federal impact	3.87		3.94		4.28
Uncertain tax positions	2.16		1.63		1.33

Goodwill non-deductible impairment charges	—		—		(4.84)
Tax deficiencies related to stock-based compensation	(0.81)		(3.18)		(3.07)
Tax credits	0.38		0.41		0.49
CARES Act	0.94		35.98		—
Valuation Allowance	(48.01)		(7.74)		—
Canadian Branch Earnings	1.60		0.78		0.90
Other	0.47		2.35		(0.34)
	(18.40)	%	55.17	%	19.75	%


(in thousands)	Operating Leases		Finance Leases
Fiscal Year:
2022	$	444,562	$	7,369
2023	388,183		11,636
2024	334,178		11,636
2025	272,790		11,636
2026	202,690		11,636
Thereafter	643,824		59,531
Total lease payments	$	2,286,227	$	113,444
Less imputed interest	(431,719)		(75,503)
Present value of lease liabilities	$	1,854,508	$	37,941


	February 26, 2022		February 27, 2021
Weighted-average remaining lease term (in years)
Operating leases	7.0 years		6.8 years
Finance leases	10.0 years		—
Weighted-average discount rate
Operating leases	6.0	%	6.4	%
Finance leases	8.4	%	—	%


(Shares in thousands)	Number of Restricted Shares	Weighted Average Grant-Date Fair Value
Unvested restricted stock awards, beginning of period	935	$	34.34
Granted	47	29.58
Vested	(324)	39.01
Forfeited	(186)	29.96
Unvested restricted stock awards, end of period	472	$	32.38


(Shares in thousands)	Number of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units, beginning of period	2,270	$	14.04
Granted	1,108	24.91
Vested	(420)	17.03
Forfeited	(358)	22.16
Unvested restricted stock units, end of period	2,600	$	17.07


Fiscal Year	Performance Period	Performance Metrics	Target Achievement Range (%)
2019	3 years	TSR and EBIT	0% - 150%
2020	3 years	TSR	0% - 150%
2021	3 years	TSR and GM	0% - 200%


	Fiscal Year Ended
Monte Carlo Simulation Assumptions	February 26, 2022
Risk Free Interest Rate	0.29	%
Expected Dividend Yield	—	%
Expected Volatility	52.21	%
Expected Term (in years)	3 years


(Shares in thousands)	Number of Performance Stock Units	Weighted Average Grant-Date Fair Value
Unvested performance stock units, beginning of period	1,475	$	14.36
Granted	634	29.00
Vested	(17)	12.38
Forfeited	(794)	17.62
Unvested performance stock units, end of period	1,298	$	19.55


	Fiscal Year Ended
Black-Scholes Valuation Assumptions (1)	February 29, 2020
Weighted Average Expected Life (in years) (2)	7.6 years
Weighted Average Expected Volatility (3)	39.41	%
Weighted Average Risk Free Interest Rates (4)	2.39	%
Expected Dividend Yield (5)	4.34	%


(Shares in thousands)	Number of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units, beginning of period	949	$	7.36
Granted	—	—
Vested	(512)	8.43
Forfeited	—	—
Unvested restricted stock units, end of period	437	$	6.10


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by shareholders (1)	4,898,746	(2)	$	—	(3)	13,512,808	(4)
Equity compensation plans not approved by shareholders	437,268	(5)	—		(3)	20	(6)
Total	5,336,014	(2)	$	—	(3)	13,512,828


Exhibit No.			Exhibit
3.1			Company's Amended and Restated Certificate of Incorporation as amended through June 30, 2009 (incorporated by reference to the Company's Form 10-K for the year ended February 27, 2021 filed on April 22, 2021)
3.2			Amended and Restated By-Laws of Bed Bath & Beyond Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Commission on June 19, 2019)
4.1			Indenture, dated as of July 17, 2014, relating to the 3.749% senior unsecured notes due 2024, the 4.915% senior unsecured notes due 2034 and the 5.165% senior unsecured notes due 2044, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the Commission on July 17, 2014)
4.2			First Supplemental Indenture, dated as of July 17, 2014, relating to the 3.749% senior unsecured notes due 2024, the 4.915% senior unsecured notes due 2034 and the 5.165% senior unsecured notes due 2044, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed with the Commission on July 17, 2014)
4.3			Form of 3.749% senior unsecured notes due 2024 (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed with the Commission on July 17, 2014)
4.4			Form of 4.915% senior unsecured notes due 2034 (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K filed with the Commission on July 17, 2014)
4.5			Form of 5.165% senior unsecured notes due 2044 (incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K filed with the Commission on July 17, 2014)
4.6**			Description of the registrant's securities registered pursuant to section 12 of the Securities Exchange Act of 1934
4.7			Credit Agreement, dated as of June 19, 2020, among Bed Bath & Beyond Inc., certain of the Company’s U.S. and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 22, 2020)
4.8			Amended and Restated Credit Agreement, dated as of August 9, 2021, among the Company, certain of the Company’s US and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's 8-K filed August 10, 2021)
10.1*			Employment Agreement between the Company and Steven H. Temares (dated as of December 1, 1994) (incorporated by reference to Exhibit 10.16 to the Company’s Form 10-K for the year ended February 28, 1998)
10.2*			Company’s 2004 Incentive Compensation Plan (incorporated by reference to Exhibit B to the Registrant’s Proxy Statement dated May 28, 2004)
10.3*			Amended and Restated Employment Agreement between the Company and Warren Eisenberg, dated as of December 31, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended November 29, 2008)


10.4*			Amended and Restated Employment Agreement between the Company and Leonard Feinstein, dated as of December 31, 2008 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended November 29, 2008)
10.5*			Bed Bath & Beyond Inc. Policy on Recovery of Incentive Compensation (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended May 30, 2009)
10.9*			Amendment dated as of August 13, 2010 to Amended and Restated Employment Agreement between the Company and Warren Eisenberg, dated as of December 31, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended August 28, 2010)
10.10*			Amendment dated as of August 13, 2010 to Amended and Restated Employment Agreement between the Company and Leonard Feinstein, dated as of December 31, 2008 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended August 28, 2010)
10.11*			Bed Bath & Beyond Inc. 2012 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on June 26, 2012)
10.12*			Performance-Based Form of Restricted Stock Agreement under 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.39 to the Company’s Form 10-K for the year ended March 1, 2013)
10.13*			Notice of Amendment to Restricted Stock Agreements, dated on or before June 11, 2012 (incorporated by reference to Exhibit 10.41 to the Company’s Form 10-K for the year ended March 1, 2013)
10.16*			Amendment dated as of February 26, 2014 to Amended and Restated Employment Agreement between the Company and Warren Eisenberg, dated as of December 31, 2008, as previously amended as of June 29, 2010 and August 13, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on February 28, 2014)
10.17*			Amendment dated as of February 26, 2014 to Amended and Restated Employment Agreement between the Company and Leonard Feinstein, dated as of December 31, 2008, as previously amended as of June 29, 2010 and August 13, 2010 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on February 28, 2014)
10.18*			Form of Standard Performance Unit Agreement under 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on May 9, 2014)
10.19*			Form of Performance Stock Unit Agreement under 2012 Incentive Compensation Plan (effective 2016) (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed with the Commission on July 6, 2016)
10.20*			Letter agreement dated February 7, 2017 between the Company and Warren Eisenberg (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on February 9, 2017)
10.21*			Letter agreement dated February 7, 2017 between the Company and Leonard Feinstein (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on February 9, 2017)
10.22*			Form of Standard Performance Stock Unit Agreement under 2012 Incentive Compensation Plan (effective 2017) (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Commission on June 30, 2017)
10.23*			Form of Performance Stock Unit Agreement under 2012 Incentive Compensation Plan (effective 2017) for Steven H. Temares (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Commission on June 30, 2017)
10.24*			Amendment to Employment Agreement of Steven H. Temares, dated August 21, 2009 (incorporated by reference to Exhibit 10.60 to the Company's Form 10-K filed with the Commission on May 2, 2018)
10.26*			Employment Agreement between the Company and Robyn M. D'Elia (dated as of June 4, 2018) (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Commission on June 5, 2018)
10.27*			Bed Bath & Beyond Inc. 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Commission on June 29, 2018)
10.28*			Form of Standard Performance Stock Unit Agreement under 2018 or 2012 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on June 19, 2019)
10.29*			Employment Agreement between the Company and Mark J. Tritton (dated as of October 6, 2019) (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on October 10, 2019)


10.30*			Sign-On Restricted Stock Unit Agreement between the Company and Mark J. Tritton (dated as of November 4, 2019) (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Commission on January 9, 2020))
10.31*			Make-Whole Restricted Stock Unit Agreement between the Company and Mark J. Tritton (dated as of November 4, 2019) (incorporated by reference to Exhibit 10.3 filed with the Commission on January 9, 2020)
10.32*			Make-Whole Performance Stock Unit Agreement between the Company and Mark J. Tritton (dated as of November 4, 2019) (incorporate by reference to Exhibit 10.4 to the Company’s Form 10-Q filed with the Commission on January 9, 2020)
10.33			Cooperation and Support Agreement (dated as of May 28, 2019) (incorporated by reference to Exhibit 99.2 to the Company's Form 8-K filed with the Commission on June 3, 2019)
10.34 *			Employment Agreement between the Company and John Hartmann (dated April 1, 2020) (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on April 21, 2020)
10.35*			Employment Agreement between the Company and Gustavo Arnal (dated April 24, 2020) (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on April 30, 2020)
10.36 *			Employment Agreement between the Company and Cindy Davis (dated April 30, 2020) (incorporated by reference to Exhibit 99.1 to the Company’s Form S-8 filed with the Commission on May 26, 2020)
10.37 *			Make-Whole Restricted Stock Unit Agreement between the Company and John Hartmann (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed with the SEC on July 8, 2020)
10.38 *			Sign-On Restricted Stock Unit Agreement between the Company and Gustavo Arnal (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed with the SEC on July 8, 2020)
10.40			Master Confirmation between JPMorgan Chase Bank, National Association and Bed Bath & Beyond Inc., dated October 28, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on October 28, 2020)
10.41 *			Employment Agreement between the Company and Joe Hartsig , dated March 4, 2020 (incorporated by reference to Exhibit 10.41 to the Company's Form 10-K filed with the SEC on April 22, 2021)
10.42 *			Make-Whole Restricted Stock Unit Agreement between the Company and Joe Hartsig , dated March 4, 2020 (incorporated by reference to Exhibit 10.42 to the Company's Form 10-K filed with the SEC on April 22, 2021)
10.43 *			Bed Bath & Beyond Inc. Compensation Recoupment Policy , dated as of January 2021 (incorporated by reference to Exhibit 10.43 to the Company's Form 10-K filed with the SEC on April 22, 2021)
10.44 *			Sign-On Restricted Stock Unit Agreement between the Company and Cindy Davi s, dated May 26, 2020 (incorporated by reference to Exhibit 10.44 to the Company's Form 10-K filed with the SEC on April 22, 2021)
10.45 *			Form of Performance Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's 8-K filed on May 14, 2021)
10.46 *			Form of Restricted Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's 8-K filed on May 14, 2021)
10.48 *			Separation and General Release Agreement Between the Company and Cindy Davis (Dated as of August 30, 2021) (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed September 30, 2021)
10.49 ***			Bed Bath & Beyond Inc. Executive Change in Control Severance Plan, dated as of April 20, 2022
10.50 ***			Employment Agreement between the Company and Rafeh Masood, dated April 22, 2020
10.51 ***			Amended Employment Agreement between the Company and Rafeh Masood, dated November 2 , 2021
10.52 *			Cooperation Agreement, by and among Bed Bath & Beyond Inc., RC Ventures LLC and Ryan Cohen, dated as of March 24, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on March 25, 2022)
10.53 ***			Bed Bath & Beyond Amended and Restated Short-Term Incentive Plan, dated April 13, 2022
21**			Subsidiaries of the Company
23**			Consent of Independent Registered Public Accounting Firm
31.1**			Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
31.2**			Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
32**			Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002


101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
104			The cover page of Bed Bath & Beyond Inc.’s Annual Report on Form 10-K for the year ended February 26, 2022, formatted in Inline XBRL (included within Exhibit 101 attachments)


*			This is a management contract or compensatory plan or arrangement.
**			Filed herewith.
***			This is a management contract or compensatory plan or arrangement and filed herewith.


Column A	Column B		Column C		Column D		Column E
Description	Balance at Beginning of Period		Additions Charged to Income		Adjustments and/or Deductions		Balance at End of Period
Sales Returns and Allowance

Year Ended:
February 26, 2022	$	36.2	$	227.1	$	(241.1)	$	22.2
February 27, 2021	71.6		259.8		(295.2)		36.2
February 29, 2020	90.5		403.1		(422.0)		71.6


Name						Jurisdiction

Bed Bath & Beyond of California Limited Liability Company						Delaware
Bed Bath & Beyond Canada L.P.						Ontario
buybuy BABY, Inc.						Delaware
Harmon Stores, Inc.						Delaware
Liberty Procurement Co. Inc.						New York


Date: April 21, 2022			/s/ Mark J. Tritton
			Mark J. Tritton
			President and Chief Executive Officer


Date: April 21, 2022			/s/ Gustavo Arnal
			Gustavo Arnal
			Chief Financial Officer
			(Principal Financial Officer)