BED BATH & BEYOND INC (Form: 10-Q, Received: 09/30/2022 06:20:59)

Execution Version Exhibit 4.1 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 31, 2022 by and among BED BATH AND BEYOND INC., a New York corporation, as the Company; The other U.S. BORROWERS party hereto; The CANADIAN BORROWERS party hereto (together with the Company and the U.S. Borrowers, collectively, the “Borrowers”); The other LOAN PARTIES party hereto; The LENDERS party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent; and SIXTH STREET SPECIALTY LENDING, INC., as FILO Agent. R E C I T A L S: WHEREAS, the Borrowers, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent are party to that certain Amended and Restated Credit Agreement, dated as of August 9, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing ABL Credit Agreement”; and the Existing ABL Credit Agreement as amended by this Amendment, the “ABL Credit Agreement”); WHEREAS, the Borrowers have requested, among other things, that (a) the FILO Term Loan Lenders extend a new tranche of “first-in, last-out” term loans in an aggregate original principal amount of $375,000,000 in connection with this Amendment to be funded on or prior to September 2, 2022 and (b) the Administrative Agent and the Required Lenders amend certain other provisions of the Existing ABL Credit Agreement; WHEREAS, each FILO Term Loan Lender that is a signatory hereto desires to become a party to, and bound by, the terms of the ABL Credit Agreement and the other Loan Documents as a FILO Term Loan Lender and a Lender thereunder; and WHEREAS, subject to the satisfaction (or waiver in accordance with the terms hereof) of the conditions set forth herein, (a) the FILO Term Loan Lenders have indicated their willingness to make the FILO Term Loans available and (b) the Administrative Agent and Required Lenders are willing to so amend the Existing ABL Credit Agreement, in each case, on the terms set forth herein. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in the ABL Credit Agreement and this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

2 1. Definitions. Capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meanings ascribed to such terms in the ABL Credit Agreement. 2. Amendments to the Existing ABL Credit Agreement. (a) Subject to the satisfaction (or waiver in accordance with the terms hereof) of the conditions set forth in Section 4 below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Loan Documents and in this Amendment, the Borrowers, the other Loan Parties party hereto, the Administrative Agent, and the Lenders party hereto, as applicable, agree, effective as of the First Amendment Effective Date, that the Existing ABL Credit Agreement is hereby amended as reflected in the pages of the ABL Credit Agreement attached as Annex A hereto to delete the stricken text (indicated textually in the same manner as the following example: stricken text)) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text). (b) Schedules to the ABL Credit Agreement. i. The Schedules to the ABL Credit Agreement are hereby amended and restated in the form attached as Annex B hereto. ii. Schedule 9.23 is hereby added to the ABL Credit Agreement in the form attached as Annex C hereto. 3. Joinder of FILO Term Loan Lenders and Joinder and Appointment of FILO Agent. (c) As of the First Amendment Effective Date, the parties hereto hereby agree and acknowledge that, by executing this Amendment, each FILO Term Loan Lender party hereto shall become a “Lender” and a “FILO Term Loan Lender” under the ABL Credit Agreement and the other Loan Documents with a FILO Term Loan Commitment as set forth on the Commitment Schedule to the ABL Credit Agreement. Each FILO Term Loan Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the ABL Credit Agreement and the other Loan Documents, (ii) it shall (A) be bound by the provisions of the ABL Credit Agreement and the other Loan Documents as a Lender and FILO Term Loan Lender thereunder, (B) all rights under the ABL Credit Agreement and the other Loan Documents as a Lender or FILO Term Loan Lender, and shall have the obligations of a Lender and a FILO Term Loan Lender thereunder, (iii) it has received a copy of the ABL Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and become a Lender and a FILO Term Loan Lender under the ABL Credit Agreement and the other Loan Documents, and (iv) it has, independently and without reliance upon the Administrative Agent, the FILO Agent or any existing Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and become a Lender and a FILO Term Loan Lender under the ABL Credit Agreement and the other Loan Documents; and (b) agrees that (i) it will, independently and without reliance on any of the Administrative Agent, the FILO Agent or any Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender and a FILO Term Loan Lender.

3 (d) As of the First Amendment Effective Date, each FILO Term Loan Lender, on behalf of itself and any of its Affiliates that are Secured Parties irrevocably appoints Sixth Street Specialty Lending, Inc. and its successors and assigns to serve as the FILO Agent under the Loan Documents and each FILO Term Loan Lender authorizes the FILO Agent to take such actions as agent on its behalf and to exercise such powers under the ABL Credit Agreement and the other Loan Documents as are delegated to the FILO Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each FILO Term Loan Lender hereby authorizes the FILO Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the FILO Agent is a party, and to exercise all rights, powers and remedies that the FILO Agent may have under such Loan Documents. 4. Conditions to First Amendment Effective Date. The effectiveness of this Amendment is subject to the satisfaction (or waiver by the Required Lenders and the Required FILO Lenders) of each of the following conditions precedent (the date on which such conditions are satisfied being referred to herein as the “First Amendment Effective Date”): (a) receipt by the Administrative Agent and the FILO Agent of this Amendment, duly authorized and executed by the Loan Parties, the Administrative Agent, the FILO Agent and the Lenders party hereto; (b) receipt by the Administrative Agent and the FILO Agent of each of the following: (i) the Amended and Restated Security Agreement, duly authorized and executed by the Grantors (as defined therein) party thereto and the Administrative Agent, (ii) the Amended and Restated Canadian Security Agreement, duly authorized and executed by the Grantors (as defined therein) party thereto and the Administrative Agent, (iii) the Confirmation Agreement, duly authorized and executed by the Loan Parties party thereto and the Administrative Agent, (iv) the First Amendment Fee Letter, duly authorized and executed by the Company and the Administrative Agent and (v) each Intellectual Property Security Agreement, in each case, in form and substance reasonably acceptable to the Administrative Agent and suitable for filing in the United States Patent and Trademark Office, United Stated Copyright Office and/or Canadian Intellectual Property Office (or other applicable office or agency) and duly authorized and executed by such Loan Party and the Administrative Agent; (c) receipt by the Administrative Agent and the FILO Agent of (i) a Borrowing Base Certificate dated as of the First Amendment Effective Date (ii) the Tiger Appraisal and the Hilco Appraisal and (iii) an executed copy of the engagement letter with Berkeley Research Group; (d) receipt by the FILO Agent of the FILO Fee Letter, duly authorized and executed by the Company and the FILO Agent; (e) receipt by the Administrative Agent and the FILO Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Amendment and the other Loan Documents to which such Loan Party is a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party; (f) receipt by the Administrative Agent and the FILO Agent of copies of each Loan Party’s organization documents and such other documents and certificates as the Administrative Agent or the FILO Agent may reasonably require to evidence that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of

4 properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (g) receipt by the Administrative Agent and the FILO Agent of a favorable opinion of (i) Kirkland & Ellis LLP, counsel to the Loan Parties, (ii) Genova Burns LLC, special New Jersey counsel to the Loan Parties, (iii) Waller Lansden Dortch & Davis, LLP, special Tennessee counsel to the Loan Parties, (iv) Burnet, Duckworth & Palmer LLP, special Alberta counsel to the Loan Parties, (v) Baker & McKenzie LLP, special Ontario counsel to the Loan Parties, and (vi) Farris LLP, special British Columbia counsel to the Loan Parties, in each case, addressed to the Administrative Agent, the FILO Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the FILO Agent may reasonably request; (h) receipt by the Administrative Agent and the FILO Agent of results of recent lien searches in each jurisdiction reasonably requested by the Administrative Agent or the FILO Agent, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 of the ABL Credit Agreement; (i) all fees payable pursuant to the First Amendment Fee Letter that are due and payable on or prior to the First Amendment Effective Date shall have been paid in full by the Borrowers in accordance with the terms thereof; (j) receipt by the Administrative Agent, the FILO Agent and/or the Lenders, as applicable, of all fees, expenses and other amounts due and payable on or prior to the First Amendment Effective Date pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document, including, to the extent invoiced no later than one (1) day prior to the First Amendment Effective Date, reimbursement or payment of all reasonable and documented out of pocket expenses (including legal fees and expenses of the Administrative Agent and the FILO Agent) required to be reimbursed or paid by the Borrowers pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document; provided, however, that any such fees, expenses or other amounts due and payable to the FILO Agent may instead be paid after the First Amendment Effective Date but on or prior to the First Amendment Funding Date to the extent agreed to by the FILO Agent; (k) the accuracy of the representations and warranties contained in Section 6 hereof; (l) receipt by the Administrative Agent and the FILO Agent of (i) all documentation and other information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act, at least five (5) days prior to the First Amendment Effective Date, to the extent requested in writing of the Borrowers at least five (5) days prior to the First Amendment Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the First Amendment Effective Date, any Lender that has requested, in a written notice to the Borrowers at least five (5) days prior to the First Amendment Effective Date, a Beneficial Ownership Certification in relation to each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (l) shall be deemed to be satisfied); (m) receipt by the Administrative Agent and the FILO Agent of a certificate, signed by a Financial Officer of the Company, dated as of the First Amendment Effective Date (i) stating that, except as set forth in Section 11 below, no Default has occurred and is continuing and (ii) stating that the representations and warranties contained in the Loan Documents are true and correct as of the First Amendment Effective Date;

5 (n) receipt by the Administrative Agent and the FILO Agent of a solvency certificate signed by a Financial Officer of the Company, dated as of the First Amendment Effective Date; and (o) subject to those items explicitly identified in Schedule 5.15 to the ABL Credit Agreement, each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent or the FILO Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the applicable Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, in accordance with this Amendment, the ABL Credit Agreement and the other Loan Documents, and shall be in proper form for filing, registration or recordation. 5. Conditions to First Amendment Funding Date. The effectiveness of the First Amendment Funding Date is subject to the satisfaction (or waiver by the Required FILO Lenders and, with respect to clause (e) below, the Required Lenders) of each of the following conditions precedent (the date on which such conditions are satisfied being referred to herein as the “First Amendment Funding Date”): (a) all fees payable pursuant to the FILO Fee Letter that are due and payable on or prior to the First Amendment Funding Date shall have been or will be paid in full by the Borrowers in accordance with the terms thereof; (b) receipt by the FILO Agent of a written Borrowing Request for a FILO Term Loan Borrowing in accordance with Section 2.03 of the ABL Credit Agreement; (c) the accuracy of the representations and warranties contained in Section 6 hereof; (d) receipt by the FILO Agent of a solvency certificate signed by a Financial Officer of the Company, dated as of the First Amendment Funding Date; and (e) after giving effect to the transactions contemplated by the First Amendment including the transactions contemplated to occur on the First Amendment Funding Date, the sum of (i) cash and cash equivalents of the Company and its Subsidiaries and (ii) Availability shall not be less than $775,000,000. 6. Representations and Warranties. To induce the Administrative Agent, the FILO Agent and the Lenders party hereto to enter into this Amendment, each Loan Party represents and warrants to the Administrative Agent, the FILO Agent and such Lenders that, immediately prior to and immediately after giving effect to this Amendment, and on the First Amendment Funding Date, immediately prior to and immediately after giving effect to the First Amendment Funding Date: (a) Except as set forth in Section 11 below, no Default or Event of Default has occurred and is continuing or would immediately result from the consummation of the transactions contemplated by this Amendment; (b) all representations and warranties contained in the ABL Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date and the First Amendment Funding Date with the same effect as though such representations and warranties had been made on the First Amendment Effective Date or the First Amendment Funding Date, as applicable (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) as of such earlier date);

6 (c) each Loan Party has the power and authority, and the legal right, to make, deliver and perform under this Amendment, the ABL Credit Agreement, and other Loan Documents executed as of the date hereof to which it is a party; and each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment, the ABL Credit Agreement and other Loan Documents executed as of the date hereof to which it is a party. This Amendment has been duly executed and delivered on behalf of each Loan Party party hereto. This Amendment, the ABL Credit Agreement and each other Loan Document executed as of the date hereof constitutes, a legal, valid and binding obligation of each Loan Party party hereto or thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (d) no governmental approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, the ABL Credit Agreement or any other Loan Document executed as of the date hereof, except such governmental approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect; and (e) the execution, delivery and performance of this Amendment, the ABL Credit Agreement or any other Loan Document executed as of the date hereof (i) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (ii) will not violate or result in a default under any indenture (including the indenture governing the Senior Notes), or other material agreement or instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (iii) will not result in the creation or imposition of, or the requirement to create, any Lien on any asset of any Loan Party or any Subsidiary (including Liens securing the Senior Notes), except Liens created pursuant to the Loan Documents. 7. Loan Document. This Amendment shall be deemed to be a Loan Document as defined in the ABL Credit Agreement. 8. Severability. In the event any one or more of the provisions contained in this Amendment or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 9. References. Any reference to the Existing ABL Credit Agreement contained in any other document, instrument or agreement executed in connection with the Existing ABL Credit Agreement, including, without limitation, any Loan Document, shall be deemed to be a reference to the ABL Credit Agreement. 10. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 9.06 of the ABL Credit Agreement. Delivery of an executed signature page to this Amendment by facsimile transmission or other electronic means shall be as effective as delivery of a manually signed counterpart of this Amendment.

7 11. Waiver of Certain Defaults. Certain Defaults and Events of Default may have occurred and may be continuing under the Credit Agreement in respect of (a) Section 5.15 of the Existing ABL Credit Agreement as a result of the Loan Parties’ failure to deliver to the Administrative Agent Deposit Account Control Agreements or Securities Account Control Agreements within thirty (30) days of the effective date of the Existing ABL Credit Agreement pursuant to Schedule 5.15 of the Existing ABL Credit Agreement and (b) Section 5.07(c) of the Existing ABL Credit Agreement as a result of the Loan Parties’ failure to comply with the covenant set forth in Section 5.07(c) of the Credit Agreement (collectively, the “Existing Defaults”). The Administrative Agent and the Required Lenders hereby agree to waive the Existing Defaults. Except as set forth in this Section 10, nothing contained herein shall be deemed or construed to constitute a waiver of any Default or Event of Default that has occurred or exists under the Existing ABL Credit Agreement (and as amended by this Amendment) or any of the other Loan Documents, a waiver of any Default or Event of Default that hereafter may occur under the ABL Credit Agreement or any of the other Loan Documents, a waiver of compliance with any term or condition contained in the ABL Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties hereto and to the ABL Credit Agreement. Except as expressly set forth herein, the Administrative Agent, the FILO Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as amended hereby, the Existing ABL Credit Agreement and other Loan Documents remain unmodified and in full force and effect. 12. Reaffirmation. Each Loan Party, as a debtor, grantor, pledgor, guarantor or assignor, or in any similar capacity in which it has granted Liens or acted as a Guarantor, as the case may be, hereby ratifies, confirms and reaffirms its liabilities, its payment and performance obligations (contingent or otherwise) and its agreements under the ABL Credit Agreement and the other Loan Documents to the extent such Loan Party is a party thereto, all as amended by this Amendment, and the Liens and security interests granted, created and perfected thereby, and acknowledges that other than as specifically set forth herein, none of the Administrative Agent, the FILO Agent or any Lender waives, diminishes or limits any term or condition contained in the ABL Credit Agreement or any other Loan Document. This Amendment contains the entire agreement among the parties hereto contemplated by this Amendment. The Loan Parties confirm and agree that the Existing ABL Credit Agreement and the other Loan Documents and each and every covenant, condition, obligation and provision set forth therein and as amended hereby are, and shall continue to be, in full force and effect and are hereby confirmed, reaffirmed and ratified in all respects. 13. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that the Borrowers and the other Loan Parties may not assign or otherwise transfer any of their respective rights or obligations hereunder. Notwithstanding any notice or consent requirement in the ABL Credit Agreement to the contrary, each of the parties hereto hereby consents to any assignment by MUFG Union Bank, N.A. of its Commitments and Loans to its Affiliate, MUFG Bank, Ltd., which assignment shall otherwise be documented in accordance with the terms hereof. 14. Further Assurance. Each of the Loan Parties hereby agrees from time to time, as and when reasonably requested by the Administrative Agent or Lenders, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Administrative Agent or Lenders may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment, the ABL Credit Agreement and the other Loan Documents in each case in accordance with the ABL Credit Agreement. 15. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. The terms and provisions of Sections 9.09 and 9.10 of the ABL Credit Agreement are incorporated herein by reference and shall apply to this Amendment, mutatis mutandis.

8 [signature page follows]

[Signature Page to First Amendment to Amended and Restated Credit Agreement] IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above. BORROWERS: BED BATH & BEYOND INC., a New York corporation By: /s/ Gustavo Arnal Name: Gustavo Arnal Title: Chief Financial Officer BUY BUY BABY, INC., a Delaware corporation DECORIST, LLC, a Delaware limited liability company HARMON STORES, INC., a Delaware corporation By: /s/ Gustavo Arnal Name: Gustavo Arnal Title: Chief Financial Officer BED BATH & BEYOND OF CALIFORNIA LIMITED LIABILITY COMPANY, a Delaware limited liability company By: Liberty Procurement Co. Inc. Its: Sole Member By: /s/ Gustavo Arnal Name: Gustavo Arnal Title: Chief Financial Officer

[Signature Page to First Amendment to Amended and Restated Credit Agreement] BED BATH & BEYOND CANADA L.P., an Ontario limited partnership By: BBB Canada Ltd. Its: General Partner By: /s/ Gustavo Arnal Name: Gustavo Arnal Title: Chief Financial Officer

[Signature Page to First Amendment to Amended and Restated Credit Agreement] OTHER LOAN PARTIES: BBB CANADA LP INC., a Delaware corporation BBB VALUE SERVICES INC., a Tennessee corporation BBBY MANAGEMENT CORPORATION, a New Jersey corporation BED ‘N BATH STORES INC., a New Jersey corporation LIBERTY PROCUREMENT CO. INC., a New York corporation By: /s/ Gustavo Arnal Name: Gustavo Arnal Title: Chief Financial Officer BBYCF LLC, a Delaware limited liability company BBBYTF LLC, a Delaware limited liability company BWAO LLC, a Delaware limited liability company CHEF C HOLDINGS LLC, a Delaware limited liability company By: Bed Bath & Beyond Inc. Their: Sole Member By: /s/ Gustavo Arnal Name: Gustavo Arnal Title: Chief Financial Officer

[Signature Page to First Amendment to Amended and Restated Credit Agreement] BBB CANADA LTD., a Canadian federal corporation By: /s/ Gustavo Arnal Name: Gustavo Arnal Title: Chief Financial Officer

[Signature Page to First Amendment to Amended and Restated Credit Agreement] JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent By: /s/ Devin Roccisano Name: Devin Roccisano Title: Executive Director

[Signature Page to First Amendment to Amended and Restated Credit Agreement] JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Devin Roccisano Name: Devin Roccisano Title: Executive Director

[Signature Page to First Amendment to Amended and Restated Credit Agreement] JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, individually By: /s/ Auggie Marchetti Name: Auggie Marchetti Title: Authorized Officer

[Signature Page to First Amendment to Amended and Restated Credit Agreement] JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Lender By: /s/ Auggie Marchetti Name: Auggie Marchetti Title: Authorized Officer

[Signature Page to First Amendment to Amended and Restated Credit Agreement] PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Ralph Mielnik Name: Ralph Mielnik Title: Assistant Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Chanda Ruff Name: Chanda Ruff Title: Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Lender By: /s/ Carmela Massari Name: Carmela Massari Title: Senior Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] BANK OF MONTREAL, as a Lender By: /s/ Helen Alvarez-Hernandez Name: Helen Alvarez-Hernandez Title: Managing Director By: /s/ Joseph Basa Name: Joseph Basa Title: Assistant Vice President, CHICAGO BRANCH

[Signature Page to First Amendment to Amended and Restated Credit Agreement] BANK OF AMERICA, N.A., as a Lender By: /s/ Bryn MacGillivray Name: Bryn MacGillivray Title: Assistant Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] BANK OF AMERICA, N.A. (acting through its Canada Branch), as a Lender By: /s/ Sylwia Durkiewicz Name: Sylwia Durkiewicz Title: Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] MUFG UNION BANK, N.A., as a Lender By: /s/ Thomas Kainamura Name: Thomas Kainamura Title: Director

[Signature Page to First Amendment to Amended and Restated Credit Agreement] TD BANK, N.A., as a Lender By: /s/ Antimo Barbieri Name: Antimo Barbieri Title: Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Anand Sekaran Name: Anand Sekaran Title: Duly Authorized Signatory

[Signature Page to First Amendment to Amended and Restated Credit Agreement] TRUIST BANK, as a Lender By: /s/ Cathleen Marston Name: Cathleen Marston Title: Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] GOLDMAN SACHS BANK USA, as a Lender By: /s/ Dan Starr Name: Dan Starr Title: Authorized Signatory

[Signature Page to First Amendment to Amended and Restated Credit Agreement] WEBSTER BUSINESS CREDIT, A DIVISION OF WEBSTER BANK N.A., SUCCESSOR IN INTEREST TO WEBSTER BUSINESS CREDIT CORPORATION, as a Lender By: /s/ Gordon Massave Name: Gordon Massave Title: Senior Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] SIXTH STREET SPECIALTY LENDING, INC., as FILO Agent By: /s/ Bo Stanley Name: Bo Stanley Title: President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] SIXTH STREET SPECIALTY LENDING, INC., as a FILO Term Loan Lender By: /s/ Bo Stanley Name: Bo Stanley Title: President SIXTH STREET LENDING PARTNERS., as a FILO Term Loan Lender By: /s/ Bo Stanley Name: Bo Stanley Title: Vice President

[Signature Page to First Amendment to Amended and Restated Credit Agreement] TAO TALENTS, LLC, as a FILO Term Loan Lender By: /s/ Joshua Peck Name: Joshua Peck Title: Vice President

EXECUTION VERSION -1- SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (the “Agreement”) is entered into between Joseph Hartsig (the “Employee”) and Bed Bath & Beyond Inc. (the “Employer”). 1. Separation of Employment. Employee acknowledges that Employee’s last day of employment with Employer will be June 28, 2022, which date may be extended by mutual consent of Employer and Employee (the “Separation Date”). 2. Consideration. a. Provided Employee executes and does not revoke this Agreement and continues to comply with all applicable restrictive covenants, Employer will provide the following consideration to Employee: i. Employer will pay Employee severance payments totaling $1,260,000, comprised of the Employee’s annual salary ($700,000) and full target annual bonus for fiscal year 2022 ($560,000), less all required withholdings and deductions (together, “Severance Payments”), payable generally in ratable installments over a twelve (12) month period following the Separation Date in accordance with the Company’s regular payroll payment schedule commencing after the Effective Date (as defined herein), subject to any delay required pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Severance Period”). The Severance Payments shall be reported on an IRS Form W-2. For the avoidance of doubt, any such payments that are due and payable prior to the Effective Date shall be held back and paid along with the next regularly scheduled payment date after such date. ii. The unvested portion (27,819 shares) of Employee’s Make-Whole RSU Award (as defined in the Employment Agreement, dated as of March 4, 2020, between Employee and Employer (the “Employment Agreement”) and granted on March 4, 2020) will vest in full as of the Separation Date. iii. If Employee is eligible for and timely elects continued health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Employee will only be responsible for paying a portion of the COBRA premium that is equal to Employee’s contribution rate for Employee’s applicable Medical, Dental, and Vision coverage for up to first fifty-two (52) weeks of COBRA following the Separation Date. If Employee elects COBRA and does not pay the applicable COBRA premium within the time frame stipulated under COBRA, Employee’s coverage will be Exhibit 10.5

EXECUTION VERSION -2- cancelled, and all costs incurred will be the responsibility of the Employee. Following the aforementioned 52-week period, any continued health coverage pursuant to COBRA shall solely be at Employee’s cost. iv. In addition, and pursuant to the Restricted Stock Unit Agreements between Employee and Employer dated June 8, 2020, May 10, 2021, and May 10, 2022, if at the Separation Date you have outstanding Restricted Stock Units (as defined therein) (excluding the Make Whole RSU Award) granted to you by the Company which were not then vested by reason of the installment terms thereof, the Company shall take such steps as may be necessary or appropriate to vest up to 82,409, 762 and 1,215, respectively, of Restricted Stock Units on the originally applicable Vesting Dates (as defined therein), subject to the terms and conditions applicable thereto. Pursuant to the Performance Stock Unit Agreements between Employee and Employer dated June 8, 2020 and May 10, 2021 and May 10, 2022, if at the Separation Date you have outstanding Performance Stock Units (as defined therein) granted to you by the Company, the Company shall take such steps as may be necessary or appropriate to vest up to 52,977, 29,732 and 3,646, respectively, of Performance Stock Units following the end of the applicable Performance Period (as defined therein), subject to the terms and conditions applicable thereto, including achievement of the performance-based vesting criteria applicable thereto. The vesting and settlement of such Restricted Stock Units and Performance Stock Units shall be dependent on your compliance with the restrictive covenants contained in your existing agreements with the Company. v. Following the Separation Date, Employer will provide at no charge to Employee a six-month virtual outplacement service program to provide assistance with resume creation, job searches, interview preparation and certain related activities. vi. Although Employer does not guarantee to Employee any particular tax treatment relating to the payments and benefits paid in accordance with the terms and conditions of this Agreement, it is the intent of the parties that payments and benefits under this Agreement are exempt from, or comply with, Section 409A. For purposes of Section 409A, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A, each payment shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall Employee, directly

EXECUTION VERSION -3- or indirectly, designate the calendar year of payment of any severance benefits. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A. If Employee is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the Separation Date, Employee shall not be entitled to any payment or benefit pursuant to the Employment Agreement that constitutes nonqualified deferred compensation for purposes of Section 409A and that is payable upon a separation from service (within the meaning of Section 409A) until the earlier of (A) the date which is six (6) months after her separation from service for any reason other than death, or (B) the date of Employee’s death. Any amounts otherwise payable to Employee upon or in the six (6) month period following Employee’s separation from service that are not so paid by reason of such required delay shall be paid (without interest) as soon as practicable (and in any event within thirty (30) calendar days) after the date that is six (6) months after Employee’s separation from service (provided that in the event of Employee’s death after such separation from service but prior to payment, then such payment shall be made as soon as practicable, and in all events within thirty (30) calendar days, after the date of Employee’s death). vii. Employee is eligible at any time to reapply for employment with the Company for roles for which Employee is qualified. Employee agrees, however, that if the Employee is rehired (1) before the Effective Date, this Agreement is null and void and the Employee is not entitled to the consideration set forth in this Agreement; (2) rehired after the Effective Date but before the Severance Period has commenced, then at the sole discretion of the Company, Employee will not receive compensation and benefits under this Agreement, this Agreement will otherwise remain in effect, and Employer shall have no obligation to make Severance Payments; or (3) rehired during the Severance Period, then at the sole discretion of the Company, Employer will cease making any Severance Payments, this Agreement will otherwise remain in effect, and Employer shall have no obligation to make further Severance Payments. b. Employee acknowledges that Employee is not otherwise entitled to receive all the benefit(s) specified above, which represent an enhancement to separation benefits to which Employee would otherwise be entitled, absent Employee’s execution of this Agreement and the fulfillment of the promises contained herein, and acknowledges that nothing in this Agreement shall be deemed to be an admission of liability or wrongdoing on the part of Employer or its affiliates, parent and subsidiaries, their past and present respective officers, directors, members, employees, attorneys, and agents,

EXECUTION VERSION -4- as well as any predecessors, any future successors or assigns or estates of any of the foregoing (collectively, the “Company”). Employee agrees that Employee is not entitled to seek anything further from Company. c. Employer will also provide Employee all Accrued Obligations (as defined in the Employment Agreement), regardless of whether Employee executes and does not revoke this Agreement. 3. General Release. a. For and in consideration of the consideration set forth above in Paragraph 2 and other good and valuable consideration, Employee, on behalf of Employee and Employee’s heirs, beneficiaries, personal representatives, executors, administrators, successors and assigns (collectively, “Releasors”) hereby knowingly and voluntarily releases, waives, discharges and gives up any and all Claims (as defined below) which Employee may have against Company, arising on or prior to the date hereof, including those of which Employee is not aware and those not mentioned in this Agreement up to the Effective Date. “Claims” means any and all actions, controversies, demands, causes of action, suits, rights, and/or claims whatsoever for debts, sums of money, wages, salary, severance pay, vacation pay, sick pay, fees and costs, attorneys’ fees, losses, penalties, damages, including damages for pain and suffering and emotional harm, arising, directly or indirectly, out of Employee’s employment with the Employer, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not limited to, Claims arising directly, or indirectly, from any promise, agreement, offer letter, contract, understanding, common law, tort, the laws, statutes, and/or regulations of the State of New Jersey, or any other state, and the United States, including, but not limited to, federal, state and local wage and hour laws, federal, state and local whistleblower laws, federal, state and local fair employment laws, federal, state and local anti-discrimination laws, federal, state and local labor laws, Section 1981 of the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with Disabilities Act, the Employment Retirement Income Security Act of 1974 (“ERISA”), the Vietnam Era Veterans Readjustment Assistance Act, the Fair Credit Reporting Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act (“ADEA”), as amended by the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act of 1988, the Occupational Safety and Health Act, the Sarbanes-Oxley Act of 2002, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act of 2008, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Civil Rights Act, the New Jersey Wage Payment Law, the New

EXECUTION VERSION -5- Jersey Conscientious Employee Protection Act, the New Jersey Millville Dallas Airmotive Plant Loss Job Notification Act, the New Jersey Paid Sick Leave Act, the New Jersey Equal Pay Act, and the New Jersey Workers’ Compensation Anti-Retaliation Law, the New York State Human Rights Law, New York Executive Law §§ 290 et. Seq., New York Civil Rights Law, New York Labor Law, New York Employers’ Liability Law, New York Workers’ Compensation Law, New York City Human Rights Law, the New York State WARN Act; the New York City Earned Sick Time Act, as each has been or may be amended from time to time, and Claims premised on any other legal theory, whether arising directly or indirectly from any act or omission, whether intentional or unintentional. Employee acknowledges that she is releasing claims based on age, race, color, sex, sexual orientation or preference, marital status, religion, national origin, citizenship, veteran status, disability and other legally protected categories. Employee expressly acknowledges and agrees that Employee has not asserted and does not have, the basis for asserting any claim, the factual foundation of which involves sexual harassment or sexual abuse, against the Company, and as such no portion of the consideration paid to Employee as part of this Agreement is attributable to any such claims; thus, Employee acknowledges and agrees that this Agreement does not constitute the settlement of a sexual harassment or sexual abuse claim. b. Notwithstanding the provisions set forth in Paragraphs 3(a) (General Release), 5(c) (Covenant Not to Sue), 7 (Non-Disparagement) and 9 (Confidentiality), Employee is not waiving any rights he/she may have to (1) exercise Employee’s rights under Section 601-608 of ERISA as amended, popularly known as COBRA; (2) exercise Employee’s rights, if any, for accrued vested benefits under any employee benefit plan, such as the Employer’s 401(k) plan, in accordance with the terms and conditions of such plan(s) and applicable law; (3) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (4) any rights Employee may have to any bounty that may be recoverable as a result of participating in the Securities and Exchange Commission Whistleblower Program; (5) pursue claims which by law cannot be waived by signing this Agreement; (6) enforce this Agreement; and/or (7) challenge the validity of this Agreement. c. Notwithstanding the provisions set forth in Paragraphs 3(a) (General Release), 5(c) (Covenant Not to Sue), 7 (Non-Disparagement) and 9 (Confidentiality), nothing in this Agreement shall preclude Employee from: disclosing any allegations relating to a claim under the New Jersey Law Against Discrimination; and/or filing a charge or participating in any manner in an investigation, hearing or proceeding before any federal, state, or local government agency (e.g., EEOC, NLRB, SEC, etc.) or assisting or having assisted others in doing so, nor

EXECUTION VERSION -6- does anything in this Agreement preclude, prohibit or otherwise limit in any way, Employee’s rights and abilities to contact, communicate with, report matters to or otherwise participate in any whistleblower program administered by any such agencies, but Employee hereby waives, to the extent permitted by law, any and all rights to recover under, or by virtue of, any such investigation, hearing or proceeding, except that Employee may recover any bounty that may be payable as a result of participating in the SEC’s Whistleblower Program as set forth in Paragraph 3(b) above. Employee further represents that she has not filed any complaints or charges against the Company or any of its affiliates with such agencies, or with any other federal, state or local agency or court. Employee further represents that she has reported to the Company in writing any and all work-related injuries that she has suffered or sustained during her employment with the Company or its affiliates. 4. Receipt of Wages and Benefits. Employee understands and acknowledges that except as otherwise specifically provided under this Agreement, Employee is entitled to no payments or any other benefits from Company. Employee acknowledges that Employee has received all wages for work performed, overtime compensation, bonuses, commissions, vacation pay and all other benefits and compensation due to Employee by virtue of Employee’s Employment with and termination of employment with the Company up through the Effective Date. 5. Representations; Covenant Not to Sue. Employee hereby represents and warrants to Company that (a) Employee has not filed, caused or permitted to be filed any pending proceeding (nor has Employee lodged a complaint with any governmental or quasi-governmental authority) against Company, nor has Employee agreed to do any of the foregoing, (b) Employee has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against Company which has been released in this Agreement, and (c) Employee has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against Company. In addition, Employee hereby represents and warrants to Company that Employee shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by Employee or any third party of a proceeding or Claim against Company based upon or relating to any Claim released by Employee in this Agreement, unless expressly allowed by Paragraph 3(b) and 3(c). If any court has or assumes jurisdiction of any action against the Company or any of its affiliates on behalf of Employee, Employee will request that court to withdraw from or dismiss the matter with prejudice. 6. Who is Bound. The terms of this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns. 7. Non-Disparagement. Employee hereby represents and warrants to Company that Employee has not and agrees not to make, in any manner, directly or indirectly, any defamatory or derogatory statements (written or verbal) that disparages or places the Company or any of its

EXECUTION VERSION -7- officers, shareholders, members or advisors, any member of the Board of Directors, or any agents or others with whom the Company has business relationships, in a false or negative light; provided, however, that Employee shall not be required to make any untruthful statement or to violate any law. 8. Request for References. For employment reference information, Employee shall direct prospective employers or others seeking employment verification information regarding Employee to The Work Number (an automated system administered by a third party 800-367- 5690 or www.theworknumber.com using Employer’s Employer Code 13452), or such other third party as Employer may contract with in the future, which will provide Employee’s dates of employment, last position held and, with Employee’s express authorization, salary information. 9. Confidentiality. Employee confirms and agrees that Employee shall not, directly or indirectly, disclose to any person or entity or use for Employee’s own benefit, any confidential information concerning the business, finances or operations of the Company; provided, however, that Employee’s obligations under this Paragraph 9 shall not apply to information generally known in Company’s industry through no fault of Employee or the disclosure of which is required by law. Employee also agrees that Employee is not permitted to disclose to anyone the conditions of Employee’s employment except where those conditions relate to claims under the New Jersey Law Against Discrimination. Employee also agrees that all terms of this Agreement, including any payments made hereunder to or on behalf of employee, shall be kept confidential. Employee shall not reveal the terms of this Agreement to anyone, except to Employee’s immediate family, legal and financial advisors, if any, unless compelled to do so by judicial or administrative process. If Employee tells anyone not authorized by this Paragraph 9 of any term of this Agreement or breaches any other term or condition of this Agreement, it shall constitute a material breach of the Agreement and in addition to and not instead of Company’s other remedies, including reasonable attorneys’ fees, Employee shall be required to immediately, upon written notice from Employer, return any payments paid by Employer hereunder, less $500. Employee agrees that if Employee is required to return any payments, this Agreement shall continue to be binding on Employee and Company shall be entitled to enforce the provisions of this Agreement as if the payments had not been repaid to Employer and Employer shall have no further payment obligations under this Agreement. Notwithstanding the foregoing, Employee has the absolute right to challenge the ADEA waiver and will not be required to return any payments for making any such challenge. Additionally, under the Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is (a) made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

EXECUTION VERSION -8- 10. Company Property. By executing this Agreement, Employee acknowledges that Employee has returned to Employer all Company property in Employee’s possession, including, but not limited to, all Company equipment, Company car, computers, smartphones, pass codes, keys, swipe cards, documents or other materials that Employee received, prepared, or helped prepare. Employee acknowledges that Employee has not retained any copies, duplicates, reproductions, computer disks, or excerpts thereof of Company documents. 11. Restrictive Covenants. Employee acknowledges and agrees that all existing covenants applicable to Employee, including but not limited to the Restrictive Covenants contained in the Employment Agreement (as defined therein), will remain in effect for their intended duration pursuant to the Employment Agreement without regard to entry into this Agreement. 12. Entire Agreement and Amendment. This Agreement sets forth the entire agreement between the parties and fully supersedes any other prior agreements or understandings between the parties, except that the obligations contained in Sections 6, 7, 9, 10 and 11 of the Employment Agreement shall survive and shall remain fully enforceable. 13. Construction of Agreement. In the event that one or more of the provisions contained in this Agreement shall for any reason be held unenforceable in any respect under the law of any state of the United States, such unenforceability shall not affect any other provision of this Agreement, but this Agreement shall then be construed as if such unenforceable provision or provisions had never been contained herein. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, such restriction shall be enforced to the maximum extent permitted by applicable law. This Agreement and any and all matters arising directly or indirectly therefrom shall be governed under the laws of the State of New Jersey, without reference to choice of law rules. Employee consents to the sole jurisdiction of the federal and state courts of New Jersey. EMPLOYER AND EMPLOYEE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT. 14. Opportunity For Review. a. Employee acknowledges that Employee has read and fully understands this Agreement and represents that prior to signing this Agreement Employee has been advised to, and has been given an opportunity to, consult Employee’s independent counsel with respect to this Agreement and Employee executes this Agreement freely and voluntarily. Employee understands that Employee has the opportunity to review this Agreement for from the date of receipt before signing it, and that if Employee fails to execute this Agreement and return it to Employer at attn: Chief Legal Officer, Bed Bath & Beyond Inc., 650 Liberty Ave., Union, NJ 07083, within forty-five (45) days of Employee’s receipt of this Agreement, then Employer shall have no obligation to enter into this Agreement. Employee acknowledges that any modifications, material or otherwise, made to this

EXECUTION VERSION -9- Agreement will not restart or affect in any manner the original forty-five (45) day review period. Employee and Employer understand that they are each responsible for their own attorneys’ fees and costs. b. For a period of seven (7) calendar days following Employee’s execution of this Agreement, Employee will have the right to revoke it under the Older Workers Benefit Protection Act, a federal statute which requires that releases of federal age discrimination claims be knowing and voluntary. If Employee elects to revoke this Agreement within this 7-day period, Employee must inform the Company by delivering a written notice of revocation to attn: Chief Legal Officer, Bed Bath & Beyond Inc., 650 Liberty Ave., Union, NJ 07083, no later than 11:59 p.m. on the seventh calendar day after Employee signs the Agreement. This Agreement, provided the Employee does not revoke it, shall be effective and enforceable on the eighth (8th) day after execution and delivery to Employer (the “Effective Date”). If Employee revokes this Agreement, it shall not be effective or enforceable, and Employee shall not receive the benefits of this Agreement. Agreed to and accepted by, on this ___ day of _______, 2022 EMPLOYEE: Joseph Hartsig Jo Agreed to and accepted by, on this ___ day of _______, 2022 EMPLOYER: /s/ Joseph G. Hartsig /s/ Lynda Markoe

EXECUTION VERSION -10- Lynda Markoe Chief People & Culture Officer


New York						11-2250488
(State of incorporation)						(IRS Employer Identification No.)


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


Class						Outstanding at August 27, 2022
Common Stock - $0.01 par value						80,362,695


	August 27, 2022		February 26, 2022
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	135,270	$	439,496
Merchandise inventories	1,576,270		1,725,410
Prepaid expenses and other current assets	192,615		198,248
Total current assets	1,904,155		2,363,154
Long-term investment securities	20,228		19,212
Property and equipment, net	1,121,203		1,027,387
Operating lease assets	1,469,076		1,562,857
Other assets	151,977		157,962
Total assets	$	4,666,639	$	5,130,572

Liabilities and Shareholders' (Deficit) Equity
Current liabilities:
Accounts payable	$	783,681	$	872,445
Accrued expenses and other current liabilities	394,268		529,371
Merchandise credit and gift card liabilities	328,089		326,465
Current operating lease liabilities	322,430		346,506


Total current liabilities	1,828,468		2,074,787
Other liabilities	114,259		102,438
Operating lease liabilities	1,479,456		1,508,002
Income taxes payable	92,146		91,424
Long-term debt	1,729,964		1,179,776
Total liabilities	5,244,293		4,956,427

Shareholders' (deficit) 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 345,053 and 344,146, respectively; outstanding 80,363 and 81,979 shares, respectively	3,450		3,441
Additional paid-in capital	2,253,039		2,235,894
Retained earnings	8,942,368		9,666,091
Treasury stock, at cost; 264,691 and 262,167 shares, respectively	(11,728,514)		(11,685,267)
Accumulated other comprehensive loss	(47,997)		(46,014)

Total shareholders' (deficit) equity	(577,654)		174,145

Total liabilities and shareholders' (deficit) equity	$	4,666,639	$	5,130,572


	Three Months Ended				Six Months Ended
	August 27, 2022		August 28, 2021		August 27, 2022		August 28, 2021
Net sales	$	1,437,018	$	1,984,696	$	2,900,436	$	3,938,508

Cost of sales	1,038,756		1,383,627		2,152,862		2,703,745

Gross profit	398,262		601,069		747,574		1,234,763

Selling, general and administrative expenses	634,877		652,972		1,272,385		1,311,734

Impairments	55,518		7,584		82,217		16,713

Restructuring and transformation initiative expenses	54,069		24,495		78,332		58,181

Loss on sale of businesses	—		132		—		4,121

Operating loss	(346,202)		(84,114)		(685,360)		(155,986)

Interest expense, net	18,603		16,121		35,051		32,121

Loss on extinguishment of debt	—		111		—		376

Loss before provision (benefit) for income taxes	(364,805)		(100,346)		(720,411)		(188,483)

Provision (benefit) for income taxes	1,354		(27,131)		3,414		(64,394)

Net loss	$	(366,159)	$	(73,215)	$	(723,825)	$	(124,089)

Net loss per share - Basic	$	(4.59)	$	(0.72)	$	(9.09)	$	(1.19)
Net loss per share - Diluted	$	(4.59)	$	(0.72)	$	(9.09)	$	(1.19)

Weighted average shares outstanding - Basic	79,706		101,951		79,659		104,361
Weighted average shares outstanding - Diluted	79,706		101,951		79,659		104,361


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended August 27, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from ________ to ________


	Three Months Ended August 27, 2022
	Common Stock			Additional Paid- in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total
	Shares	Amount						Shares	Amount
Balance at May 28, 2022	344,621	$	3,446	$	2,243,378	$	9,308,530	(264,663)	$	(11,728,295)	$	(47,357)	$	(220,298)
Net loss	—	—		—		(366,159)		—	—		—		(366,159)
Other comprehensive (loss) income, net of tax	—	—		—		—		—	—		(640)		(640)
Dividends forfeited	—	—		—		(3)		—	—		—		(3)
Issuance of restricted shares, net	367	3		(3)		—		—	—		—		—
Vesting of restricted stock units	65	1		(1)		—		—	—		—		—
Stock-based compensation expense, net	—	—		9,665		—		—	—		—		9,665
Accelerated share repurchase program	—	—		—		—		—	—		—		—
Director fees paid in stock	—	—		—		—		—	—		—		—
Repurchase of common stock, including fees	—	—		—		—		(28)	(219)		—		(219)
Balance at August 27, 2022	345,053	$	3,450	$	2,253,039	$	8,942,368	(264,691)	$	(11,728,514)	$	(47,997)	$	(577,654)


	Six Months Ended August 27, 2022
	Common Stock			Additional Paid- in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total
	Shares	Amount						Shares	Amount
Balance at February 26, 2022	344,146	$	3,441	$	2,235,894	$	9,666,091	(262,167)	$	(11,685,267)	$	(46,014)	$	174,145
Net loss	—	—		—		(723,825)		—	—		—		(723,825)
Other comprehensive (loss) income, net of tax	—	—		—		—		—	—		(1,983)		(1,983)
Dividends forfeited	—	—		—		102		—	—		—		102
Issuance of restricted shares, net	329	3		(3)		—		—	—		—		—
Vesting of restricted stock units	567	6		(6)		—		—	—		—		—
Stock-based compensation expense, net	—	—		17,009		—		—	—		—		17,009
Accelerated share repurchase program	—	—		—		—		—	—		—		—
Director fees paid in stock	11	—		145		—		—	—		—		145
Repurchase of common stock, including fees	—	—		—		—		(2,524)	(43,247)		—		(43,247)
Balance at August 27, 2022	345,053	$	3,450	$	2,253,039	$	8,942,368	(264,691)	$	(11,728,514)	$	(47,997)	$	(577,654)


	Three Months Ended August 28, 2021
	Common Stock			Additional Paid- in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total
	Shares	Amount						Shares	Amount
Balance at May 29, 2021	343,570	$	3,435	$	2,208,052	$	10,174,656	(239,057)	$	(11,234,529)	$	(44,820)	$	1,106,794
Net loss	—	—		—		(73,215)		—	—		—		(73,215)
Other comprehensive (loss) income, net of tax	—	—		—		—		—	—		(8,459)		(8,459)
Dividends forfeited	—	—		—		81		—	—		—		81
Issuance of restricted shares, net	26	1		(1)		—		—	—		—		—
Vesting of restricted stock units	—	—		—		—		—	—		—		—
Stock-based compensation expense, net	—	—		10,349		—		—	—		—		10,349
Accelerated share repurchase program	—	—		—		—		—	—		—		—
Director fees paid in stock	—	—		—		—		—	—		—		—
Repurchase of common stock, including fees	—	—		—		—		(3,479)	(101,316)		—		(101,316)
Balance at August 28, 2021	343,596	$	3,436	$	2,218,400	$	10,101,522	(242,536)	$	(11,335,845)	$	(53,279)	$	934,234


	Six Months Ended August 28, 2021
	Common Stock			Additional Paid- in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total
	Shares	Amount						Shares	Amount
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	—	—		—		(124,089)		—	—		—		(124,089)
Other comprehensive (loss) income, net of tax	—	—		—		—		—	—		2,321		2,321
Dividends forfeited	—	—		—		358		—	—		—		358
Issuance of restricted shares, net	348	4		(4)		—		—	—		—		—
Vesting of restricted stock units	—	—		—		—		—	—		—		—
Stock-based compensation expense, net	—	—		18,581		—		—	—		—		18,581
Accelerated share repurchase program	—	—		47,550		—		(200)	(47,550)		—		—
Director fees paid in stock	7	—		138		—		—	—		—		138
Repurchase of common stock, including fees	—	—		—		—		(8,716)	(240,011)		—		(240,011)
Balance at August 28, 2021	343,596	$	3,436	$	2,218,400	$	10,101,522	(242,536)	$	(11,335,845)	$	(53,279)	$	934,234


(in thousands)	Statement of Operations Location	Three Months Ended				Six Months Ended
		August 27, 2022		August 28, 2021		August 27, 2022		August 28, 2021
Operating lease cost	Cost of sales and SG&A	$	102,155	$	110,352	$	205,129	$	227,722
Finance lease cost:
Depreciation of property	SG&A	273		—		383		—
Interest on lease liabilities	Interest expense, net	1,646		—		2,106		—
Variable lease cost	Cost of sales and SG&A	39,536		36,010		73,757		71,517
Sublease income	SG&A	(13,430)		(10,955)		(26,810)		(24,806)
Total lease cost		$	130,180	$	135,407	$	254,565	$	274,433


(in thousands)	Consolidated Balance Sheet Location	August 27, 2022		February 26, 2022
Assets
Operating leases	Operating lease assets	$	1,469,076	$	1,562,857
Finance leases	Property and equipment, net	55,680		38,790
Total lease assets		$	1,524,756	$	1,601,647

Liabilities
Current:
Operating leases	Current operating lease liabilities	$	322,430	$	346,506
Finance leases	Accrued expenses and other current liabilities	7,048		2,494
Noncurrent:
Operating leases	Operating lease liabilities	1,479,456		1,508,002
Finance leases	Other liabilities	46,952		35,447
Total lease liabilities		$	1,855,886	$	1,892,449


	August 27, 2022		February 26, 2022
Weighted-average remaining lease term (in years)
Operating leases	6.8 years		7.0 years
Finance leases	9.5 years		10.0 years
Weighted-average discount rate
Operating leases	7.1	%	6.0	%
Finance leases	8.3	%	8.4	%


(Shares in thousands)	Number of Restricted Shares	Weighted Average Grant-Date Fair Value
Unvested restricted stock awards, beginning of period	472	$	32.38
Granted	392	4.90
Vested	(160)	39.27
Forfeited	(98)	28.98
Unvested restricted stock awards, end of period	606	$	13.34


(in thousands)	Operating Leases		Finance Leases
Fiscal Year:
Remainder of 2022	$	188,794	$	4,696
2023	416,053		11,525
2024	365,482		11,525
2025	304,087		11,525
2026	234,999		11,525
2027	186,180		11,525
Thereafter	565,281		49,612
Total lease payments	$	2,260,876	$	111,933
Less imputed interest	(458,990)		(57,933)
Present value of lease liabilities	$	1,801,886	$	54,000


	Three Months Ended				Six Months Ended
(in thousands)	August 27, 2022		August 28, 2021		August 27, 2022		August 28, 2021
Stock-based compensation expense:
Equity-classified share-settled awards	$	9,311.1	$	10,077.8	$	16,433.6	$	17,996.3
Liability-classified cash-settled awards	1,842.4		—		1,985.6		—
Total stock-based compensation expense	$	11,153.5	$	10,077.8	$	18,419.2	$	17,996.3

Capitalized stock-based compensation cost:
Equity-classified share-settled awards	$	354.5	$	271.9	$	575.2	$	588.2
Liability-classified cash-settled awards	114.9		—		123.4		—
Total capitalized stock-based compensation cost	$	469.4	$	271.9	$	698.6	$	588.2


Fiscal Year	Performance Period	Performance Metrics	Target Achievement Range (%)
2020	3 years	TSR	0% - 150%
2021	3 years	TSR and GM	0% - 200%
2022	3 years	TSR and GM	0% - 200%


	Six Months Ended
Monte Carlo Simulation Assumptions	August 27, 2022		August 28, 2021
Risk Free Interest Rate	2.81	%	0.28	%
Expected Dividend Yield	—	%	—	%
Expected Volatility	54.02	%	52.20	%
Expected Term	3 years		3 years


	Share-Settled			Cash-Settled
(Shares in thousands)	Number of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units, beginning of period	2,600	$	17.07	57	$	23.44
Granted	117	11.79		2,145	9.19
Vested	(1,037)	14.48		(28)	10.54
Forfeited	(515)	17.22		(457)	10.52
Unvested restricted stock units, end of period	1,165	$	18.78	1,717	$	9.29


(Shares in thousands)	Number of Performance Stock Units	Weighted Average Grant-Date Fair Value
Unvested performance stock units, beginning of period	1,298	$	19.55
Granted	1,096	11.31
Vested	(463)	15.47
Forfeited or performance condition adjustments	(971)	15.32
Unvested performance stock units, end of period	960	$	16.39


	Three Months Ended								Six Months Ended
(in millions)	August 27, 2022		August 28, 2021		Change				August 27, 2022		August 28, 2021		Change
Net sales	$	1,437.0	$	1,984.7	$	(547.7)	(27.6)	%	$	2,900.4	$	3,938.5	$	(1,038.1)	(26.4)	%


•			the imposition of additional trade laws or regulations;
•			the imposition of additional duties, tariffs and other charges on imports and exports;
•			foreign currency fluctuations;
•			theft; and
•			restrictions on the transfer of funds.


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly or Announced Plans Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (2)
May 29, 2022 - June 25, 2022	8,600	$	7.22	8,600	$	1,224,310,799
June 26, 2022 - July 23, 2022	15,600	$	7.89	15,600	$	1,224,187,672
July 24, 2022 - August 27, 2022	3,500	$	9.81	3,500	$	1,224,153,348
Total	27,700	$	7.93	27,700	$	1,224,153,348


Exhibit No.			Exhibit

4.1*			Amendment dated August 31, 2022 to 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 Sixth Street Specialty Lending, Inc. as FILO agent and the lenders party thereto

10.1*			Employment Agreement between the Company and Sue Gove (dated as of June 29, 2022)

10.2*			Restricted Stock Unit Agreement between the Company and Sue Gove (dated June 29, 2022)

10.3*			Separation Agreement and General Release between the Company and Mark J. Tritton (dated as of June 27, 2022)

10.4*			Separation Agreement and General Release between the Company and John Hartmann (dated as of August 31, 2022)

10.5*			Separation Agreement and General Release between the Company and Joseph G. Hartsig (dated as of August 31, 2022)

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 Quarterly Report on Form 10-Q for the quarter ended August 27, 2022, formatted in Inline XBRL (included within Exhibit 101 attachments)


	BED BATH & BEYOND INC.
	(Registrant)

Date: September 29, 2022	By:	/s/ Laura Crossen
		Laura Crossen
		Interim Chief Financial Officer


Date: September 29, 2022			/s/ Sue E. Gove
			Sue E. Gove
			Interim Chief Executive Officer