Item 3.02. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
           Standard; Transfer of Listing

On January 12, 2023, Bed Bath & Beyond Inc. (the "Company") received a notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company is not in compliance with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1) (the "Listing Rule") because the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended November 26, 2022 (the "Quarterly Report") with the Securities and Exchange Commission (the "SEC").

The Notice has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Global Select Market. The Notice states that the Company has 60 calendar days from the date of the Notice, or March 13, 2023, to submit a plan to regain compliance with the Listing Rule. If Nasdaq accepts the Company's plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Quarterly Report, or July 10, 2023, to file the Quarterly Report to regain compliance.

The Company continues to work diligently to finalize its Quarterly Report and plans to file its Quarterly Report as promptly as possible to regain compliance with the Listing Rule.

Item 7.01. Regulation FD Disclosure

A press release, dated January 19, 2023, disclosing the Company's receipt of the Notice referenced above is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This filing contains a number of forward-looking statements. Words such as "expect," "will," "working," "plan" and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company's beliefs and expectations relating to the filing of its Quarterly Report and to the Company's ability to regain compliance with the Nasdaq Listing Rule. These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond the Company's control. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company's financial reporting, including the possibility that the Company will not be able to file its Quarterly Report within the next several days, the Company's independent auditor's ability to finalize its review of the unaudited consolidated financial statements of the Company and the Quarterly Report in a timely manner, the Company's ability to respond in a timely and satisfactory manner to the inquiries by Nasdaq, the Company's ability to regain compliance with the Nasdaq Listing Rule, the Company's ability to become current with its reports with the SEC and other factors described more fully in the Company's periodic filings with the SEC. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits



Exhibit
  No.       Description of Exhibit

99.1          Press release, dated January 19, 2023

104         Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document

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