BED BATH & BEYOND INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 7, 2021, Bed Bath & Beyond Inc. (the "Company") entered into an additional $150 million accelerated share repurchase agreement (the "ASR Agreement") with JPMorgan Chase Bank, National Association (the "Bank"). The Company will acquire shares under the ASR Agreement as part of its $825 million share repurchase authorization (the "Share Repurchase Authorization"). After giving effect to the ASR Agreement, $450 million will remain available for share repurchases under the Share Repurchase Authorization.

Pursuant to the terms of the ASR Agreement, on January 11, 2021, the Company will pay the Bank $150 million in cash and expects to receive approximately five million shares of the Company's common stock. The exact number of shares repurchased under the ASR Agreement will be calculated using a purchase price per share determined based on the daily volume-weighted average stock price over the term of the ASR Agreement, less an agreed discount and subject to adjustments. At final settlement, the Bank may be required to deliver additional shares to the Company, or, under certain limited circumstances, the Company may be required to deliver shares of its common stock or may elect to make an additional cash payment to the Bank. The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances under which the ASR Agreement may be accelerated, extended or terminated early by the Bank and various acknowledgments, representations and warranties made by the parties to one another. Final settlement of the ASR Agreement is expected to be completed during the Company's fiscal 2020 fourth quarter ending on February 27, 2021, with the settlement date determined at the Bank's option within an agreed range.

The foregoing description of the ASR Agreement is qualified in its entirety by reference to the ASR Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
  No.                                    Description

10.1          Master Confirmation between JPMorgan Chase Bank, National
            Association and Bed Bath & Beyond Inc., dated October 28, 2020
            (incorporated by reference to Exhibit 10.1 of the Current Report on
            Form 8-K filed on October 28, 2020).

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

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