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Bed Bath & Beyond, Inc.

433 W. Ascension Way, 3rd Floor

Murray, Utah 84123

September 29, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attn: Keira Nakada and Rufus Decker

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 Ms. Nakada and Mr. Decker:

Further to our discussion with the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on September 22, 2025, we respectfully set forth below our supplemental response to the Staff’s comment, as discussed with the Staff and as initially communicated in its letter addressed to Adrianne Lee, President and Chief Financial Officer of Bed Bath & Beyond, Inc. f/k/a Beyond, Inc. (“we,” “us,” “our,” or the “Company”), dated September 4, 2025. For ease of reference, the relevant comment is reproduced below in bold and italics and is followed by the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2024

Consolidated Financial Statements

Note 22. Other Expense, Net, page 77

Staff Comment:

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.

Company Response:

We respectfully acknowledge the Staff’s comment. As a supplement to our prior response dated September 18, 2025, in the below appendix we provide our detailed SAB 99 analysis supporting our conclusion that the identified errors are not material to periods from the fourth quarter of 2023 through the second quarter of 2025. Therefore, the Company will correct the current year presentation and recast the prior period presentation in its Quarterly Report on Form 10-Q for the period ending September 30, 2025, and in its Annual Report on Form 10-K for the period ending December 31, 2025.

* * * * *

If you would like to discuss the above responses or any other matter, please contact me at (612) 804 -0133.

  Sincerely,

   /s/ ADRIANNE LEE

   Adrianne Lee

   President and Chief Financial Officer

  Bed Bath & Beyond, Inc.

CC (via email):    Melissa Smith, General Counsel and Corporate Secretary

Benjamin Cohen, Latham & Watkins LLP

Eric Swibel, Latham & Watkins LLP

APPENDIX

Executive Summary:

During the review by the Securities and Exchange Commission (the “SEC”) of the Annual Report on Form 10-K for the year ended December 31, 2024 and the Quarterly Report on Form 10-Q for the three months ended June 30, 2025 of Bed Bath & Beyond, Inc. f/k/a Beyond, Inc. (“Beyond,” “we,” “us,” “our,” or the “Company”), the SEC identified that the gains on sale of intangible assets and write-downs of assets held for sale were included in the subtotal of loss before income taxes (referred to as income (loss) before income taxes from continuing operations in our previous filings), instead of in the subtotal of operating income (loss). As a result, the Company performed the following error analysis in accordance with the SEC Staff Accounting Bulletins No. 99, Materiality (“SAB 99”), and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”), as codified in Accounting Standards Codification (“ASC”) 250-10-S99 SEC Materials, to determine whether or not restatement of the mentioned financial statements may be required. SAB 99 states, among other things:

•“The omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.”

•“In the context of a misstatement of a financial statement item, while the “total mix” includes the size in numerical or percentage terms of the misstatement, it also includes the factual context in which the user of financial statements would view the financial statement item. The shorthand in the accounting and auditing literature for this analysis is that financial management and the auditor must consider both “quantitative” and “qualitative” factors in assessing an item's materiality. Court decisions, Commission rules and enforcement actions, and accounting and auditing literature have all considered “qualitative” factors in various contexts.”

•“[M]agnitude by itself, without regard to the nature of the item and the circumstances in which the judgment has to be made, will not generally be a sufficient basis for a materiality judgment.”

•“Evaluation of materiality requires a registrant and its auditor to consider all the relevant circumstances, and the staff believes that there are numerous circumstances in which misstatements below 5% could well be material. Qualitative factors may cause misstatements of quantitatively small amounts to be material; as stated in the auditing literature.”

•“As a result of the interaction of quantitative and qualitative considerations in materiality judgments, misstatements of relatively small amounts that come to the auditor's attention could have a material effect on the financial statements.”

Relevant Authoritative Guidance:

When evaluating the errors, we considered among other materials the following:

•SAB No. 99

•SAB No. 108

•ASC Topic 250, Accounting Changes and Error Corrections

•Assessing Materiality: Focusing on the Reasonable Investor When Evaluating Errors, speech by Paul Munter, Acting Chief Accountant of the SEC, March 9, 2022;

•ASC 250-10-S99 SEC Materials;

•KPMG LLP (“KPMG”) Handbook: Internal control over financial reporting; and

•KPMG Handbook: Discontinued operations & HFS disposal groups.

Summary Conclusion:

For the reasons outlined herein, management concluded that:

•Immaterial errors were included in the Company’s financial statements included in the Company’s:

◦Annual Reports on Form 10-K for the years ended December 31, 2023 and 2024;

◦Quarterly Reports on Form 10-Q for the three months ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025, and June 30, 2025.

•The primary cause of the errors was a misinterpretation of the interpretive guidance for gains/losses on disposal groups and intangible assets.

•The errors resulted from a significant deficiency in the operating effectiveness of the Company’s internal control over financial reporting.

Background:

Users of the Financial Statements

The Company trades their common stock on The New York Stock Exchange, with a trading symbol of BBBY.

Users of the financial statements include institutional investors, retail investors, the market at large, and sell-side / buy-side analysts. In communications with investors and analysts, the Company focuses on the following operating and balance sheet metrics as key indicators of the performance of its business: net revenue, gross margin, net income (loss), adjusted EBITDA, income (loss) per share, and cash and cash equivalents. Based on covering sell-side analyst reports, the Company has observed that analysts largely focus on net revenue, adjusted EBITDA, income (loss) per share, price-to-earnings ratio, historic trends, and economic factors to derive the value for their price targets. To the Company’s knowledge, analysts and investors do not specifically focus on operating income (loss). In disclosing its results of operations, the Company believes that both analysts and investors focus on adjusted EBITDA, a non-GAAP measure, as a more meaningful metric than operating income (loss) or net income (loss), because it provides a clearer view of the Company’s core ecommerce operating performance on a period-to-period basis. Similar to industry peers, the Company operates in a low-margin environment where non-cash expenses (e.g., depreciation, amortization, stock-based compensation) and non-recurring items can, in the Company’s view, significantly distort net income (loss) from underlying core operational performance. By excluding these items, adjusted EBITDA offers greater comparability across periods, reflects core business performance, and aligns to how management evaluates business performance and allocates resources. Neither adjusted EBITDA nor net income (loss) were impacted by the errors in any of the periods analyzed.

In 2023, the Company purchased Bed Bath & Beyond’s intellectual property and other assets and subsequently rebranded its core website, Overstock.com, to BedBathandBeyond.com. This rebranding marked a significant shift in the Company’s financial performance, as it augmented its strategy to activate and acquire customers obtained in the intellectual property purchase, resulting in a material decline in gross margin, increased operating expenses, and a shift from thirteen consecutive quarters of positive adjusted EBITDA to negative adjusted EBITDA. In addition to this strategic change, the Company has experienced losses due to macroeconomic factors, such as consumers spending less on home goods, and uncertainty impacting consumer sentiment resulting in eight consecutive quarters of negative adjusted EBITDA. The Company and the investment community have been focused on a return to positive1 adjusted EBITDA.

1 See, e.g., dialogue between an analyst and the Company’s Executive Chairman, Marcus Lemonis, on the earnings call dated February 25, 2025, relating to the year ended December 31, 2024: Question: “Marcus, the first one was just on the roadmap to break even EBITDA. Can you provide a roadmap or milestone for reaching break-even EBITDA?” Answer: “We don’t provide specific guidance, but at a 25% margin and 13% marketing expense, we would need to do $1.2 billion annualized to reach break-even EBITDA.”

Management’s Internal Materiality Factors

Management considers both quantitative changes and applicable qualitative factors when assessing materiality. In assessing qualitative factors, management considers factors including without limitation:

•Impact on investors’ decision to buy, hold, or sell the Company’s securities;

•Masking of a change in earnings or trends;

•Hiding of a failure to meet analysts’ or the investment community’s expectations;

•Change of a loss into income, or vice versa;

•Effect on compliance with regulatory requirements;

•Effect on compensation;

•Concealing of unlawful transactions;

•Management intent; and

•Cumulative effect of small misstatements.

Errors

As noted above, the SEC identified that the gains on sale of intangible assets and write-downs of assets held for sale (including for our previous corporate headquarters) were included in the subtotal of loss before income taxes (referred to as income (loss) before income taxes from continuing operations in our previous filings), instead of in the subtotal of operating income (loss). We performed an analysis and determined that the transactions recorded in error were related to four discrete items as follows:

•Write-downs on corporate headquarters upon classifying as held-for-sale, consisting of:

◦$25.9 million loss recorded in the quarter ended December 31, 2023;

◦$1.6 million loss recorded in quarter ended September 30, 2024; and

◦$1.8 million final loss recorded in the quarter ended December 31, 2024, upon the sale of building.

•Gain of $10.3 million on the sale of Wamsutta intellectual property recorded in the quarter ended June 30, 2024.

•Gain on the sale of Zulily intellectual property, consisting of:

◦$0.3 million net gain recorded in the quarter ended March 31, 2025; and

◦$0.5 million adjustment to the gain recorded in the quarter ended June 30, 2025.

•Gain of $5.0 million on the sale of Canadian intellectual property recorded in quarter ended June 30, 2025.

Cause of Errors

The primary cause of the errors was a misinterpretation of interpretive guidance for gains and losses on disposal groups and intangible assets. In 2023, the Company performed a technical accounting analysis for the treatment of a discrete transaction outside of the Company’s typical business operations (listing the Company’s owned corporate headquarters for sale, resulting in a write-down loss upon being classified as a held-for-sale disposal group). The Company reviewed the guidance at ASC 360-10-45-5 but also referenced interpretive guidance within the KPMG Handbook, Discontinued operations and held-for-sale disposal groups. The Company considered the following interpretive response on how to account for the write-down loss of the disposal group (emphasis added):

“Interpretive response: Disposal gains (or write-down losses – see section 4.5) of long-lived assets and asset groups that do not qualify as discontinued operations are reported in income from continuing operations before income taxes. If a subtotal such as income from operations is presented, the disposal gains or losses should be included in that subtotal. [360-10-45-5]

— Some entities include pre-tax gains on disposals on the same income statement line as impairment and disposal losses.

— Other entities include those gains in an other income/expense or similar income statement line within income from operations.”

While ASC 360-10-45-5 was clear, when reading the interpretive guidance, the Company misinterpreted the applicability of that interpretive guidance. The Company believed the sale of its corporate headquarters should be recorded in the Other income (expense), net income statement line rather than the operating income (loss) subtotal. The Company treated subsequent gains and losses related to held for sale adjustments and other discrete business transactions (sales of certain intellectual property) in a similar way throughout 2024 and the first half of 2025.

Remediation

As part of its internal control over financial reporting, the Company maintains comprehensive technical accounting controls, including structured review processes, formal documentation standards, and engaging external accounting advisors. While the Company believes that these controls are sufficiently designed to contribute towards the Company’s internal control over financial reporting and provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance of GAAP, the nature of the errors highlight a gap in the interpretation of interpretive accounting guidance when applied to the four discrete transactions discussed herein. To strengthen the effectiveness of existing controls, management now requires for technical accounting memoranda that rely on interpretive guidance, including those from third-party sources (e.g., guidance from KPMG, PricewaterhouseCoopers LLP, Deloitte Touche Tohmatsu Limited, and Ernst & Young LLP), that a secondary reviewer from the accounting team will now be required to:

•Confirm that available Financial Accounting Standards Board and/or SEC guidance does not conflict with interpretive guidance published by third-party sources;

•Cross-reference the interpretation to a second reputable source on the same topic to identify any differences in interpretation, presentation treatment, language clarity, or implied assumptions;

•Explicitly document the cross-reference in the memorandum and confirm that any interpretive guidance cited in the analysis is supported with a second reputable source; and

•Further document and elevate any material interpretive differences to the Chief Accounting Officer or designee for r