SecProbe.io

September 4, 2025
Adrianne Lee
President and Chief Financial Officer
Bed Bath & Beyond, Inc.
433 W. Ascension Way, 3rd Floor
Murray, UT 84123
Re:Bed Bath & Beyond, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
Form 10-Q for Quarterly Period Ended June 30, 2025
Item 2.02 Form 8-K Dated February 24, 2025
File No. 001-41850
Dear Adrianne Lee:
            We have reviewed your filings and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Executive Commentary, page 33
1.Please disclose in greater detail the underlying business reasons for material changes
between periods in each line item. If there is more than one business reason for the
change, also quantify the incremental impact of each individual reason discussed on
the overall change in the line item. Refer to Item 303(b) of Regulation S-K.
Liquidity and Capital Resources
Operating Activities, page 35
2.Please remove the non-GAAP measure called loss from operating activities, adjusted
for non-cash items, or provide the disclosures required by Item 10(e) of Regulation S-
K.

September 4, 2025
Page 2
Consolidated Financial Statements
Note 22. Other Expense, Net, page 77
3.Please revise your statements of operations to include gains on sale of intangible
assets and write-downs of assets held for sale (i.e., your corporate headquarters) in
operating income (loss). Otherwise, tell us in detail why ASC 610-20-45-1 and ASC
360-10-45-5 do not apply. Also, refer to ASC 360-10-15-5(b), since the intangible
assets sold were no longer to be held and used. This comment also applies to your
Form 10-Q for the period ended June 30, 2025.
Item 2.02 Form 8-K Dated February 24, 2025
Exhibit 99.1
Non-GAAP Financial Measures and Reconciliations, page 8
4.Please address the following as they relate to adjusted diluted net loss per share:
•Revise your description on page 8 of the adjusted diluted net loss per share
calculation to include the adjustment for gain/loss on debt securities carried at fair
value.
•Tell us why you only present this measure for the most recent period, while you
presumably utilize this measure for a period-to-period comparison.
•Tell us and disclose in greater detail the reasons why management believes that
adjusting for income/loss relating to equity method securities and the gain/loss on
debt securities carried at fair value in arriving at adjusted diluted net loss per share
provides useful information to investors.
•In your Item 2.02 Form 8-K for the period ended December 31, 2023, it appears
you previously had adjusted for write-downs of assets held for sale. Tell us why
you do not adjust for write-downs of assets held for sale in 2024 or the gains on
sale of intangible assets in 2024 and 2025.
•Present the income tax effects related to adjustments to arrive at adjusted diluted
EPS as a separate non-GAAP adjustment.
Refer to Item 10(e)(1)(i)(B) through (D) of Regulation S-K and Questions 100.02,
100.03 and 102.11 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

September 4, 2025
Page 3

            Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services