Item 8.01. Other Events.

On March 22, 2023, Bed Bath & Beyond Inc. (the "Company") entered into a letter agreement (the "Agreement") relating to that certain Warrant to Purchase Series A Convertible Preferred Stock, initially dated as of February 7, 2023 (as amended or otherwise modified from time to time, the "Warrant"), No. PW-001, issued by the Company to an institutional investor (the "Holder"). Pursuant to the Agreement, for the period commencing on 9:00 A.M., New York City time on March 20, 2023, through, and including, 9:00 AM, New York City time on April 3, 2023 (the "Limited Waiver Period"), the Holder waived the occurrence of any Price Failure (as defined in the Warrant) that has occurred or may occur during the Limited Waiver Period (the "Limited Waiver"). The Limited Waiver will cease to be of further force and effect after 9:00 AM, New York City time on April 3, 2023.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit
  No.        Description of Exhibit

  99.1         Letter Agreement, dated as of March 22, 2023, relating to the
             Warrant to Purchase Series A Convertible Preferred Stock, initially
             dated as of February 7, 2023 (as amended by the Preferred Warrant
             Amendments, dated as of March 13, 2023), No. PW-001, issued by Bed
             Bath & Beyond Inc. to HBC Investments LLC.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)



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